{"id":39845,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/executive-employment-agreement-halliburton-co-and-margaret-e.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"executive-employment-agreement-halliburton-co-and-margaret-e","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/executive-employment-agreement-halliburton-co-and-margaret-e.html","title":{"rendered":"Executive Employment Agreement &#8211; Halliburton Co. and Margaret E. Carriere"},"content":{"rendered":"<pre>                         EXECUTIVE EMPLOYMENT AGREEMENT\n\n     This Executive Employment Agreement  (\"Agreement\"),  is entered into by and\nbetween  Halliburton  Company  (\"Employer\"  or  \"Halliburton\")  and  Margaret E.\nCarriere  (\"Employee\"),  to be effective  on February  14, 2001 (the  \"Effective\nDate\").\n\n                              W I T N E S S E T H:\n\n     WHEREAS, Employee is currently employed by Employer; and\n\n     WHEREAS,  Employer is desirous of  continuing  the  employment  of Employee\nafter the  Effective  Date  pursuant  to the terms  and  conditions  and for the\nconsideration  set  forth  in  this  Agreement,  and  Employee  is  desirous  of\ncontinuing in the employ of Employer  pursuant to such terms and  conditions and\nfor such consideration.\n\n     NOW, THEREFORE, for and in consideration of the mutual promises, covenants,\nand obligations contained herein, Employer and Employee agree as follows:\n\nARTICLE 1:  EMPLOYMENT AND DUTIES:\n\n     1.1. Employer agrees to employ Employee, and Employee agrees to be employed\nby Employer, beginning as of the Effective Date and continuing until the date of\ntermination  of Employee's  employment  pursuant to the  provisions of Article 3\n(the \"Term\"), subject to the terms and conditions of this Agreement.\n\n     1.2. Beginning as of the Effective Date, Employee shall be employed as Vice\nPresident-Human Resources of Employer.  Employee agrees to serve in the assigned\nposition or in such other executive  capacities as may be requested from time to\ntime by  Employer  and to  perform  diligently  and to the  best  of  Employee's\nabilities the duties and services  appertaining  to such positions as reasonably\ndetermined  by Employer,  as well as such  additional  or  different  duties and\nservices  appropriate to such positions  which Employee from time to time may be\nreasonably directed to perform by Employer.\n\n     1.3.  Employee  shall  at all  times  comply  with and be  subject  to such\npolicies  and  procedures  as  Halliburton  may  establish  from  time to  time,\nincluding,  without limitation, the Halliburton Company Code of Business Conduct\n(the \"Code of Business Conduct\").\n\n     1.4.  Employee  shall,  during  the  period  of  Employee's  employment  by\nEmployer,  devote Employee's full business time, energy, and best efforts to the\nbusiness  and  affairs  of  Employer.  Employee  may  not  engage,  directly  or\nindirectly, in any other business,  investment, or activity that interferes with\nEmployee's  performance  of  Employee's  duties  hereunder,  is  contrary to the\ninterest of  Halliburton  or any of its  affiliated  subsidiaries  and divisions\n(collectively,  the  \"Halliburton  Entities\" or,  individually,  a  \"Halliburton\nEntity\"),  or requires any significant  portion of Employee's business time. The\nforegoing  notwithstanding,  the parties  recognize  and agree that Employee may\nengage in passive  personal  investments and other business  activities which do\n\n\nnot  conflict  with the  business  and  affairs of the  Halliburton  Entities or\ninterfere with Employee's performance of her duties hereunder.  Employee may not\nserve on the board of directors of any entity  other than a  Halliburton  Entity\nduring the Term without the approval  thereof in accordance  with  Halliburton's\npolicies and procedures  regarding such service.  Employee shall be permitted to\nretain any  compensation  received  for  approved  service  on any  unaffiliated\ncorporation's board of directors.\n\n     1.5.  Employee  acknowledges and agrees that Employee owes a fiduciary duty\nof loyalty, fidelity and allegiance to act at all times in the best interests of\nthe  Employer and the other  Halliburton  Entities and to do no act which would,\ndirectly  or  indirectly,  injure  any such  entity's  business,  interests,  or\nreputation.  It is agreed that any direct or indirect  interest  in,  connection\nwith,  or  benefit  from  any  outside   activities,   particularly   commercial\nactivities,  which interest might in any way adversely affect  Employer,  or any\nother Halliburton Entity,  involves a possible conflict of interest.  In keeping\nwith  Employee's  fiduciary  duties to Employer,  Employee  agrees that Employee\nshall not knowingly  become  involved in a conflict of interest with Employer or\nthe other Halliburton Entities, or upon discovery thereof, allow such a conflict\nto continue.  Moreover,  Employee  shall not engage in any activity  which might\ninvolve a possible  conflict of interest  without  first  obtaining  approval in\naccordance with Halliburton's policies and procedures.\n\n     1.6.  Nothing  contained herein shall be construed to preclude the transfer\nof Employee's  employment to another Halliburton Entity (\"Subsequent  Employer\")\nas of, or at any time after,  the Effective  Date and no such transfer  shall be\ndeemed to be a  termination  of  employment  for  purposes  of Article 3 hereof;\nprovided,  however,  that,  effective  with  such  transfer,  all of  Employer's\nobligations  hereunder  shall be  assumed  by and be  binding  upon,  and all of\nEmployer's  rights hereunder shall be assigned to, such Subsequent  Employer and\nthe defined term \"Employer\" as used herein shall thereafter be deemed amended to\nmean such Subsequent  Employer.  Except as otherwise  provided above, all of the\nterms and conditions of this Agreement, including without limitation, Employee's\nrights and  obligations,  shall remain in full force and effect  following  such\ntransfer of employment.\n\nARTICLE 2:  COMPENSATION AND BENEFITS:\n\n     2.1. Employee's base salary during the Term shall be not less than $250,000\nper annum which shall be paid in accordance with the Employer's standard payroll\npractice for its  executives.  Employee's base salary may be increased from time\nto time with the approval of the Compensation  Committee of Halliburton's  Board\nof Directors (the \"Compensation Committee\") or its delegate, as applicable. Such\nincreased  base salary shall become the minimum base salary under this Agreement\nand may not be decreased thereafter without the written consent of Employee.\n\n     2.2.  During  the  Term,  Employee  shall  participate  in the  Halliburton\nExecutive  Performance  Plan, or any successor annual incentive plan approved by\nthe Compensation Committee;  provided, however, that all determinations relating\nto Employee's participation,  including,  without limitation,  those relating to\nthe  performance   goals   applicable  to  Employee  and  Employee's   level  of\nparticipation  and payout  opportunity,  shall be made in the sole discretion of\nthe person or committee to whom such authority has been granted pursuant to such\nplan's terms.\n\n                                       2\n\n\n     2.3.  During the Term,  Employer  shall pay or  reimburse  Employee for all\nactual,  reasonable and customary expenses incurred by Employee in the course of\nher  employment;   including,   but  not  limited  to,  travel,   entertainment,\nsubscriptions  and dues associated with Employee's  membership in  professional,\nbusiness and civic  organizations;  provided that such expenses are incurred and\naccounted for in accordance with Employer's applicable policies and procedures.\n\n     2.4. While employed by Employer,  Employee shall be allowed to participate,\non the same basis  generally as other  executive  employees of Employer,  in all\ngeneral  employee  benefit  plans  and  programs,   including   improvements  or\nmodifications  of the same,  which on the Effective  Date or thereafter are made\navailable  by  Employer  to all or  substantially  all of  Employer's  similarly\nsituated executive  employees.  Such benefits,  plans, and programs may include,\nwithout limitation, medical, health, and dental care, life insurance, disability\nprotection,   and  qualified  and  non-qualified  retirement  plans.  Except  as\nspecifically  provided  herein,  nothing in this Agreement is to be construed or\ninterpreted to increase or alter in any way the rights, participation, coverage,\nor benefits  under such  benefit  plans or programs  than  provided to similarly\nsituated  executive  employees  pursuant  to the  terms and  conditions  of such\nbenefit  plans and  programs.  While  employed by  Employer,  Employee  shall be\neligible  to  receive  awards  under  the  Halliburton  Company  1993  Stock and\nLong-Term  Incentive Plan (the \"1993 Plan\") or any successor  stock-related plan\nadopted  by  Halliburton's  Board  of  Directors;  provided,  however,  that the\nforegoing shall not be construed as a guarantee with respect to the type, amount\nor frequency of such awards,  if any,  such  decisions  being solely  within the\ndiscretion of the Compensation Committee or its delegate, as applicable.\n\n     2.5.  Except as otherwise  provided in Section 2.2 hereof,  Employer  shall\nnot,  by reason of this  Article 2, be  obligated  to  institute,  maintain,  or\nrefrain from changing,  amending or discontinuing,  any incentive  compensation,\nemployee  benefit  or stock or stock  option  program  or plan,  so long as such\nactions are similarly applicable to covered employees generally.\n\n     2.6.  Employer may withhold  from any  compensation,  benefits,  or amounts\npayable under this Agreement all federal,  state, city, or other taxes as may be\nrequired pursuant to any law or governmental regulation or ruling.\n\nARTICLE 3:  TERMINATION OF EMPLOYMENT AND EFFECTS OF SUCH TERMINATION:\n\n     3.1.  Employee's  employment with Employer shall be terminated (i) upon the\ndeath of Employee,  (ii) upon Employee's  Retirement (as defined  below),  (iii)\nupon Employee's  Permanent Disability (as defined below), or (iv) at any time by\nEmployer  upon notice to Employee,  or by Employee upon thirty (30) days' notice\nto Employer, for any or no reason.\n\n     3.2.  If  Employee's  employment  is  terminated  by  reason  of any of the\nfollowing circumstances,  Employee shall not be entitled to receive the benefits\nset forth in Section 3.3 hereof:\n\n                                       3\n\n\n     (i) Death.\n\n     (ii)     Retirement.  \"Retirement\"  shall   mean   either  (a)   Employee's\n              retirement   at  or   after   normal   retirement    age   (either\n              voluntarily  or  pursuant to Halliburton's  retirement  policy) or\n              (b)  the  voluntary   termination  of  Employee's  employment   by\n              Employee  in accordance  with Employer's  early retirement  policy\n              for other than Good Reason (as defined below).\n\n     (iii)    Permanent   Disability.   \"Permanent    Disability\"   shall   mean\n              Employee's  physical or  mental  incapacity  to  perform her usual\n              duties with  such condition  likely  to  remain  continuously  and\n              permanently as determined by the Compensation Committee.\n\n     (iv)     Voluntary   Termination.   \"Voluntary  Termination\" shall  mean  a\n              termination  of  employment in  the  sole  discretion  and  at the\n              election  of Employee for  other than  Good Reason. \"Good  Reason\"\n              shall  mean (a) a termination  of employment  by Employee  because\n              of  a  material  breach by Employer of any material  provision  of\n              this  Agreement  which  remains  uncorrected  for thirty (30) days\n              following   notice  of  such  breach  by  Employee   to  Employer,\n              provided  such  termination  occurs  within  sixty (60) days after\n              the  expiration  of the  notice  period  or (b) a  termination  of\n              employment  by  Employee  within  six (6) months  after a material\n              reduction in Employee's rank or responsibility with Employer.\n\n     (v)      Termination  for  Cause.  Termination of  Employee's employment by\n              Employer for Cause.  \"Cause\" shall  mean  any  of  the  following:\n              (a)  Employee's  gross  negligence  or  willful  misconduct in the\n              performance  of  the duties  and  services  required  of  Employee\n              pursuant  to  this Agreement, (b) Employee's  final conviction  of\n              a  felony,  (c) a  material  violation  of  the  Code of  Business\n              Conduct  or  (d)  Employee's  material  breach  of  any   material\n              provision  of  this  Agreement  which   remains  uncorrected   for\n              thirty (30) days  following  notice  of  such  breach  to Employee\n              by  Employer.  Determination  as  to  whether or  not Cause exists\n              for  termination of  Employee's  employment  will  be made  by the\n              Compensation Committee.\n\n     In the event Employee's employment is terminated under any of the foregoing\ncircumstances,  all future  compensation to which Employee is otherwise entitled\nand all future benefits for which Employee is eligible shall cease and terminate\nas of the date of termination,  except as specifically  provided in this Section\n3.2. Employee,  or her estate in the case of Employee's death, shall be entitled\nto pro rata  base  salary  through  the date of such  termination  and  shall be\nentitled to any individual bonuses or individual incentive  compensation not yet\npaid  but  payable  under  Employer's  plans  for  years  prior  to the  year of\nEmployee's termination of employment,  but shall not be entitled to any bonus or\nincentive  compensation  for the year in which she terminates  employment or any\nother  payments or  benefits by or on behalf of Employer  except for those which\nmay be payable  pursuant to the terms of Employer's  employee  benefit plans (as\ndefined  in  Section  3.4),  stock,  stock  option or  incentive  plans,  or the\napplicable agreements underlying such plans.\n\n                                       4\n\n\n     3.3 If Employee's  employment is terminated by either  Employee or Employer\nfor any reason other than as set forth in Section 3.2 above,  Employee  shall be\nentitled to each of the following:\n\n     (i)      To  the  extent  not   otherwise  specifically  provided   in  any\n              underlying restricted  stock agreements, all shares of Halliburton\n              common stock previously granted to  Employee  under the 1993 Plan,\n              and any similar  plan adopted  by Halliburton in the future, which\n              at  the  date  of  termination  of  employment  are   subject   to\n              restrictions (the \"Restricted Shares\") will be treated in a manner\n              consistent  with  Halliburton's  past  practices for  treatment of\n              Restricted  Shares  held  by  executives  whose   employment   was\n              involuntarily terminated by a Halliburton Entity for reasons other\n              than Cause,  which,  in most  instances,  have been to forfeit the\n              Restricted Shares  and pay  to such  executive  a  lump  sum  cash\n              payment  equal to the  value of the  Restricted  Shares  (based on\n              the  closing  price  of  Halliburton  common stock on the New York\n              Stock Exchange on the date of termination of employment); although\n              in some  cases,  Halliburton has,  in lieu  of, or  in combination\n              with,  the foregoing and  in its discretion, caused the forfeiture\n              restrictions  with  respect to all or a portion of the  Restricted\n              Shares  to lapse and  provided for the retention of such shares by\n              such executive.\n\n     (ii)     Subject to  the provisions of  Section 3.4,  Employer shall pay to\n              Employee  a severance benefit consisting of a single lump sum cash\n              payment equal to two years' of Employee's base salary as in effect\n              at  the  date  of  Employee's  termination   of  employment.  Such\n              severance  benefit shall  be paid  no later  than sixty  (60) days\n              following Employee's termination of employment.\n\n     (iii)    Employee shall be entitled to any individual bonuses or individual\n              incentive compensation  not yet  paid but payable under Employer's\n              plans for  years prior  to the  year of Employee's  termination of\n              employment.  Such  amounts shall be  paid to Employee  in a single\n              lump  sum  cash payment  no later than  sixty (60) days  following\n              Employee's termination of employment.\n\n     (iv)     Employee shall be entitled to any individual bonuses or individual\n              incentive compensation  under Employer's  plans for  the  year  of\n              Employee's termination of employment determined as if Employee had\n              remained  employed by  the Employer  for  the  entire  year.  Such\n              amounts shall be  paid to Employee  at the  time that such amounts\n              are paid to similarly situated employees except that no portion of\n              such amounts shall be deferred to future years.\n\n     3.4. The severance  benefit paid to Employee  pursuant to Section 3.3 shall\nbe in consideration of Employee's  continuing  obligations  hereunder after such\ntermination, including, without limitation, Employee's obligations under Article\n4. Further,  as a condition to the receipt of such severance benefit,  Employer,\nin its sole discretion,  may require Employee to first execute a release, in the\nform  established  by Employer,  releasing  Employer  and all other  Halliburton\nEntities, and their officers, directors, employees, and agents, from any and all\n\n                                       5\n\n\nclaims  and  from  any  and all  causes  of  action  of any  kind or  character,\nincluding,  but not limited  to, all claims and causes of action  arising out of\nEmployee's  employment with Employer and any other  Halliburton  Entities or the\ntermination of such employment.  The performance of Employer's obligations under\nSection 3.3 and the receipt of the  severance  benefit  provided  thereunder  by\nEmployee  shall  constitute  full  settlement  of all such  claims and causes of\naction.  Employee  shall not be under any duty or  obligation  to seek or accept\nother  employment  following a  termination  of  employment  pursuant to which a\nseverance  benefit  payment  under  Section  3.3 is owing  and the  amounts  due\nEmployee  pursuant to Section 3.3 shall not be reduced or  suspended if Employee\naccepts   subsequent   employment  or  earns  any  amounts  as  a  self-employed\nindividual.  Employee's  rights  under  Section  3.3  are  Employee's  sole  and\nexclusive  rights against the Employer or its affiliates and the Employer's sole\nand exclusive liability to Employee under this Agreement,  in contract,  tort or\notherwise,  for the  termination of her employment  relationship  with Employer.\nEmployee  agrees  that  all  disputes  relating  to  Employee's  termination  of\nemployment,  including,  without  limitation,  any  dispute  as  to  \"Cause\"  or\n\"Voluntary  Termination\"  and any claims or demands against  Employer based upon\nEmployee's  employment for any monies other than those specified in Section 3.3,\nshall be resolved through the Halliburton Dispute Resolution Plan as provided in\nSection 5.6 hereof;  provided,  however,  that  decisions as to whether  \"Cause\"\nexists for termination of the employment  relationship with Employee and whether\nand as of what date  Employee has become  permanently  disabled are delegated to\nthe Compensation  Committee for  determination  and any dispute of Employee with\nany such decision shall be limited to whether the Compensation Committee reached\nsuch  decision  in good  faith.  Nothing  contained  in this  Article 3 shall be\nconstrued to be a waiver by Employee of any benefits accrued for or due Employee\nunder any  employee  benefit  plan (as such term is  defined  in the  Employees'\nRetirement  Income  Security  Act of 1974,  as amended)  maintained  by Employer\nexcept that Employee shall not be entitled to any severance benefits pursuant to\nany severance plan or program of Employer.\n\n     3.5.  Termination of the employment  relationship  does not terminate those\nobligations  imposed  by  this  Agreement  which  are  continuing   obligations,\nincluding, without limitation, Employee's obligations under Article 4.\n\nARTICLE 4:  OWNERSHIP AND PROTECTION OF INTELLECTUAL PROPERTY AND\n            CONFIDENTIAL INFORMATION:\n\n     4.1. All  information,  ideas,  concepts,  improvements,  discoveries,  and\ninventions,  whether patentable or not, which are conceived,  made, developed or\nacquired  by  Employee,  individually  or in  conjunction  with  others,  during\nEmployee's  employment  by Employer  or any of its  affiliates  (whether  during\nbusiness  hours or otherwise  and whether on  Employer's  premises or otherwise)\nwhich relate to the business, products or services of Employer or its affiliates\n(including,  without  limitation,  all such  information  relating to  corporate\nopportunities,  research,  financial and sales data,  pricing and trading terms,\nevaluations, opinions,  interpretations,  acquisition prospects, the identity of\ncustomers  or their  requirements,  the  identity  of key  contacts  within  the\ncustomer's organizations or within the organization of acquisition prospects, or\nmarketing and merchandising  techniques,  prospective names, and marks), and all\nwritings or materials of any type embodying any of such items, shall be the sole\nand exclusive property of Employer or its affiliates, as the case may be.\n\n                                       6\n\n\n     4.2.  Employee  acknowledges  that  the  businesses  of  Employer  and  its\naffiliates are highly  competitive and that their  strategies,  methods,  books,\nrecords, and documents,  their technical information  concerning their products,\nequipment,   services,   and  processes,   procurement  procedures  and  pricing\ntechniques,  the names of and other  information  (such as credit and  financial\ndata)  concerning  their  customers  and  business   affiliates,   all  comprise\nconfidential business information and trade secrets which are valuable, special,\nand unique  assets which  Employer or its  affiliates  use in their  business to\nobtain  a  competitive  advantage  over  their  competitors.   Employee  further\nacknowledges that protection of such confidential business information and trade\nsecrets  against  unauthorized  disclosure and use is of critical  importance to\nEmployer and its affiliates in maintaining their competitive position.  Employee\nhereby agrees that Employee will not, at any time during or after her employment\nby Employer,  make any  unauthorized  disclosure  of any  confidential  business\ninformation  or trade  secrets of  Employer or its  affiliates,  or make any use\nthereof,  except  in  the  carrying  out  of  her  employment   responsibilities\nhereunder.  Confidential  business  information shall not include information in\nthe  public  domain  (but only if the same  becomes  part of the  public  domain\nthrough  a means  other  than a  disclosure  prohibited  hereunder).  The  above\nnotwithstanding, a disclosure shall not be unauthorized if (i) it is required by\nlaw or by a court of competent jurisdiction or (ii) it is in connection with any\njudicial,  arbitration,  dispute  resolution or other legal  proceeding in which\nEmployee's  legal rights and  obligations as an employee or under this Agreement\nare at issue; provided,  however, that Employee shall, to the extent practicable\nand lawful in any such  events,  give prior  notice to Employer of her intent to\ndisclose any such  confidential  business  information  in such context so as to\nallow Employer or its affiliates an opportunity (which Employee will not oppose)\nto obtain such  protective  orders or similar relief with respect thereto as may\nbe deemed appropriate.\n\n     4.3. All written materials, records, and other documents made by, or coming\ninto the possession of, Employee  during the period of Employee's  employment by\nEmployer which contain or disclose  confidential  business  information or trade\nsecrets of  Employer  or its  affiliates  shall be and remain  the  property  of\nEmployer, or its affiliates,  as the case may be. Upon termination of Employee's\nemployment  by Employer,  for any reason,  Employee  promptly  shall deliver the\nsame, and all copies thereof, to Employer.\n\n     4.4. For purposes of this Article 4,  \"affiliates\"  shall mean  entities in\nwhich Halliburton has a 20% or more direct or indirect equity interest.\n\nARTICLE 5:  MISCELLANEOUS:\n\n     5.1.  Except as otherwise  provided in Section 4.4 hereof,  for purposes of\nthis  Agreement,  the terms  \"affiliate\"  or  \"affiliated\"  means an entity  who\ndirectly,  or  indirectly  through  one or  more  intermediaries,  controls,  is\ncontrolled  by,  or is  under  common  control  with  Halliburton  or  in  which\nHalliburton has a 50% or more equity interest.\n\n     5.2. For purposes of this Agreement,  notices and all other  communications\nprovided  for herein  shall be in writing  and shall be deemed to have been duly\n\n                                       7\n\n\ngiven when received by or tendered to Employee or Employer,  as  applicable,  by\npre-paid  courier or by United  States  registered  or  certified  mail,  return\nreceipt requested, postage prepaid, addressed as follows:\n\n     If  to  Employer, to  Halliburton Company  at 3600 Lincoln Plaza, 500 North\n     Akard  Street, Dallas, Texas 75201-3391, to  the  attention  of the General\n     Counsel.\n\n     If to Employee, to her last known personal residence.\n\n     5.3. This Agreement shall be governed by and construed and enforced, in all\nrespects in  accordance  with the law of the State of Texas,  without  regard to\nprinciples of conflicts of law,  unless  preempted by federal law, in which case\nfederal  law shall  govern;  provided,  however,  that the  Halliburton  Dispute\nResolution  Plan and the Federal  Arbitration  Act shall  govern in all respects\nwith regard to the resolution of disputes hereunder.\n\n     5.4.  No failure by either  party  hereto at any time to give notice of any\nbreach by the other party of, or to require  compliance  with,  any condition or\nprovision of this  Agreement  shall be deemed a waiver of similar or  dissimilar\nprovisions or conditions at the same or at any prior or subsequent time.\n\n     5.5. It is a desire and intent of the parties  that the terms,  provisions,\ncovenants,  and remedies contained in this Agreement shall be enforceable to the\nfullest  extent  permitted  by law. If any such term,  provision,  covenant,  or\nremedy of this Agreement or the application thereof to any person,  association,\nor entity or circumstances  shall, to any extent,  be construed to be invalid or\nunenforceable  in whole or in part,  then such  term,  provision,  covenant,  or\nremedy shall be construed in a manner so as to permit its  enforceability  under\nthe  applicable  law to the fullest  extent  permitted by law. In any case,  the\nremaining provisions of this Agreement or the application thereof to any person,\nassociation, or entity or circumstances other than those to which they have been\nheld invalid or unenforceable, shall remain in full force and effect.\n\n     5.6.  It is the  mutual  intention  of the  parties  to  have  any  dispute\nconcerning this Agreement resolved out of court. Accordingly,  the parties agree\nthat any such dispute shall, as the sole and exclusive  remedy, be submitted for\nresolution through the Halliburton Dispute Resolution Plan;  provided,  however,\nthat the  Employer,  on its own behalf  and on behalf of any of the  Halliburton\nEntities,  shall be entitled to seek a  restraining  order or  injunction in any\ncourt of competent jurisdiction to prevent any breach or the continuation of any\nbreach of the  provisions  of Article 4 and Employee  hereby  consents that such\nrestraining  order or  injunction  may be granted  without the  necessity of the\nEmployer  posting any bond.  The parties  agree that the  resolution of any such\ndispute through such Plan shall be final and binding.\n\n     5.7.  This  Agreement  shall be  binding  upon and inure to the  benefit of\nEmployer  and any  other  person,  association,  or entity  which may  hereafter\nacquire or  succeed to all or  substantially  all of the  business  or assets of\nEmployer  by  any  means  whether  direct  or  indirect,  by  purchase,  merger,\nconsolidation,  or  otherwise.  Employee's  rights  and  obligations  under this\nAgreement are personal and such rights,  benefits,  and  obligations of Employee\nshall not be voluntarily or involuntarily  assigned,  alienated, or transferred,\n\n                                       8\n\n\nwhether by operation of law or otherwise,  without the prior written  consent of\nEmployer, other than in the case of death or incompetence of Employee.\n\n     5.8.  This  Agreement  replaces  and merges  any  previous  agreements  and\ndiscussions  pertaining to the subject  matter  covered  herein.  This Agreement\nconstitutes  the entire  agreement  of the  parties  with regard to the terms of\nEmployee's  employment,  termination of employment and severance  benefits,  and\ncontains  all of  the  covenants,  promises,  representations,  warranties,  and\nagreements between the parties with respect to such matters.  Each party to this\nAgreement   acknowledges  that  no  representation,   inducement,   promise,  or\nagreement,  oral or written,  has been made by either  party with respect to the\nforegoing  matters  which  is  not  embodied  herein,  and  that  no  agreement,\nstatement, or promise relating to the employment of Employee by Employer that is\nnot contained in this Agreement shall be valid or binding.  Any  modification of\nthis  Agreement  will be  effective  only if it is in writing and signed by each\nparty whose  rights  hereunder  are  affected  thereby,  provided  that any such\nmodification must be authorized or approved by the Compensation Committee or its\ndelegate, as appropriate.\n\n     IN WITNESS WHEREOF, Employer and Employee have duly executed this Agreement\nin multiple originals to be effective on the Effective Date.\n\n                                  HALLIBURTON COMPANY\n\n                                  By: \/s\/ David J. Lesar                      \n                                     ----------------------------------------\n                                          David J. Lesar\n                                          Chairman of the Board, President and\n                                             Chief Executive Officer\n\n                                  EMPLOYEE\n\n                                  \/s\/ Margaret E. Carriere            \n                                  ------------------------------------\n                                      Margaret E. Carriere\n\n                                       9\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7712],"corporate_contracts_industries":[9413],"corporate_contracts_types":[9539,9544],"class_list":["post-39845","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-halliburton-co","corporate_contracts_industries-energy__services","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/39845","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=39845"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39845"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39845"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39845"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}