{"id":39846,"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-richard-b.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"executive-employment-agreement-halliburton-co-and-richard-b","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/executive-employment-agreement-halliburton-co-and-richard-b.html","title":{"rendered":"Executive Employment Agreement &#8211; Halliburton Co. and Richard B. Cheney"},"content":{"rendered":"<pre>\n                         EXECUTIVE EMPLOYMENT AGREEMENT\n\n\n        This  Executive  Employment  Agreement   ('Agreement'),   including  the\nattached  Exhibits 'A', 'B' and 'C', is entered into by and between  Halliburton\nCompany,  a Delaware  corporation  having offices at 3600 Lincoln Plaza,  500 N.\nAkard Street, Dallas, Texas 75201-3391  ('Employer'),  and Richard B. Cheney, an\nindividual  currently residing at 2920 White Pine Lane,  Jackson,  Wyoming 83001\n('Employee'),  to be  effective  on the later of the date of  execution  of this\nAgreement by the parties hereto or the date of approval of this Agreement by the\nBoard of Directors of Employer  pursuant to the  provisions  of Section 6.2 (the\n'Effective Date').\n\n                                  WITNESSETH:\n\n        WHEREAS,  Employer  is desirous of  employing  Employee  pursuant to the\nterms and conditions and for the consideration set forth in this Agreement,  and\nEmployee is desirous of entering  the employ of Employer  pursuant to such terms\nand conditions and for such consideration.\n\n        NOW,  THEREFORE,  for  and  in  consideration  of the  mutual  promises,\ncovenants,  and  obligations  contained  herein,  Employer and Employee agree as\nfollows:\n\n\nARTICLE 1:        EMPLOYMENT AND DUTIES:\n\n        1.1.  Employer  agrees to employ  Employee,  and  Employee  agrees to be\nemployed by Employer,  beginning as of the Effective Date and  continuing  until\nSeptember  30, 2003 (the  'Term'),  subject to the terms and  conditions of this\nAgreement.\n\n        1.2.  Beginning  October 1, 1995,  Employee  shall be  employed as Chief\nExecutive  Officer and  President of Employer.  Employee  agrees to serve in the\nassigned  position  and to  perform  diligently  and to the  best of  Employee's\nabilities the duties and services appertaining to such position as determined by\nEmployer,   as  well  as  such  additional  or  different  duties  and  services\nappropriate  to such position which Employee from time to time may be reasonably\ndirected to perform by Employer.  As of the Effective  Date,  Employee  shall be\nelected as a member of Employer's Board of Directors and, upon the retirement of\nthe incumbent Chairman of the Employer's Board of Directors, shall be elected to\nserve as the Chairman of the  Employer's  Board of Directors.  Employee shall at\nall times comply with and be subject to such policies and procedures as Employer\nmay establish from time to time.\n\n        1.3.  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;  provided,  however,  that it is agreed that\nEmployee's  employment  shall be on an asneeded basis between the Effective Date\nand  October 1,  1995 in order to enable  Employee  to wind up certain  business\nmatters and to relocate his residence, and further provided that Employee shall\n\n                                   - Page 1 -\n\n\n\n\n\nbe permitted to complete any speaking  engagements for which he is contractually\ncommitted on the  Effective  Date.  Subject to the  provisos to the  immediately\npreceding  sentence,  Employee may not engage,  directly or  indirectly,  in any\nother  business,   investment,  or  activity  that  interferes  with  Employee's\nperformance  of  Employee's  duties  hereunder,  is contrary to the interests of\nEmployer,  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\nnot conflict  with the  business  and affairs of the Employer or interfere  with\nEmployee's  performance of his duties  hereunder.  In that regard,  Employee may\nserve on the board of directors of up to three  corporations  of his choice,  so\nlong as service on any such board  simultaneously with his service on Employer's\nBoard  of  Directors  does not  constitute  a  violation  of  federal  statutory\nprovisions,  or  related  rules  and  regulations,  pertaining  to  interlocking\ndirectorships  and the meeting times of such boards of directors do not conflict\nwith the meeting times of Employer's  Board of Directors.  Except as provided in\nthe preceding sentence,  Employee may not serve on the board of directors of any\nentity other than the Employer during the Term without the approval of the Audit\nCommittee of the Employer's Board of Directors in accordance with the Employer's\npolicies and  procedures  regarding  such  service,  which  approval will not be\nunreasonably  withheld.  Employee shall be permitted to retain any  compensation\nreceived for such speaking engagements and service on other corporations' boards\nof directors.\n\n        1.4.  Employee  acknowledges  and agrees that  Employee owes a fiduciary\nduty of  loyalty,  fidelity  and  allegiance  to act at all  times  in the  best\ninterests  of the  Employer  and to do no act which would  intentionally  injure\nEmployer's  business,  its interests,  or its reputation.  It is agreed that any\ndirect or indirect  interest in,  connection  with,  or benefit from any outside\nactivities,  particularly commercial activities, which interest might in any way\nadversely  affect  Employer,  or any  of its  affiliates,  involves  a  possible\nconflict of interest.  In keeping with Employee's  fiduciary duties to Employer,\nEmployee agrees that Employee shall not knowingly  become involved in a conflict\nof interest with Employer, or its affiliates,  or upon discovery thereof,  allow\nsuch a conflict to  continue.  Moreover,  Employee  agrees that  Employee  shall\ndisclose to the Audit  Committee of the Employer's  Board of Directors any facts\nwhich might involve a possible conflict of interest.\n\n        1.5  Effective as of the  Effective  Date,  Employer and Employee  shall\nenter into an Indemnification  Agreement containing the terms and conditions set\nforth in Exhibit A attached to, and forming a part of, this Agreement.\n\n        1.6 Employee  represents that he is not aware of any pre-existing health\nproblems which have not been disclosed to Employer.\n\n\nARTICLE 2:        COMPENSATION AND BENEFITS:\n\n        2.1. For the period  between the  Effective  Date and December 31, 1995,\nEmployee's  base salary shall be  $250,000.00  which shall be paid in accordance\n\n                                   - Page 2 -\n\n\n\n\n\nwith Employer's standard payroll practice for its executives commencing with the\npayroll period  beginning  October 1, 1995.  Thereafter,  Employee's base salary\nduring the Term shall be not less than  $1,000,000.00  per annum  which shall be\npaid in  accordance  with  the  Employer's  standard  payroll  practice  for its\nexecutives.\n\n        2.2. Employee shall be entitled to a bonus of $150,000.00 for the period\nbetween the Effective Date and December 31, 1995 provided he remains employed by\nthe Employer during the entirety of such period.  Such bonus shall be payable in\na single lump sum payment as soon as  practicable  following  December 31, 1995.\nBeginning in 1996 and for the remainder of the Term,  Employee shall participate\nin Employer's Annual Reward Plan or such similar incentive arrangement as may be\nmutually agreeable to Employee and Employer.\n\n        2.3. As of the  Effective  Date,  the  Employer  shall grant to Employee\nunder  the  Halliburton  Company  1993  Stock  and  Long-Term  Incentive  Plan a\nnonqualified  stock  option to purchase up to 200,000  shares of the  Employer's\ncommon stock. The form and other terms and conditions of such option (other than\nthe exercise price,  which shall be the closing price of Employer's common stock\non the New York Stock Exchange on the Effective Date) are set forth in Exhibit B\nattached to, and forming a part of, this Agreement.\n\n        2.4. As of October 1, 1995,  the Employer  shall grant to Employee under\nthe Halliburton  Company 1993 Stock and Long-Term  Incentive Plan 100,000 shares\nof the Employer's  common stock subject to the  restrictions and other terms and\nconditions  set forth in Exhibit C  attached  to,  and  forming a part of,  this\nAgreement.\n\n        2.5. At all times during the Term while Employee is employed by Employer\nhereunder,  Employee  will be designated  as a  participant  in the  Halliburton\nCompany Senior Executives'  Deferred  Compensation Plan. For 1995, Employee will\nreceive an  allocation  of $125,000 to his Deferred  Compensation  Account under\nsuch plan provided he remains employed with the Employer as of December 31, 1995\nand  thereafter  during  the  Term  will  receive  an  allocation  of  at  least\n$500,000.00 to his Deferred  Compensation  Account thereunder at the end of each\nfull  calendar  year  included  in such Term  provided  he was  employed  by the\nEmployer throughout the calendar year for which such allocation is to be made.\n\n        2.6. The  Employer  will pay or  reimburse  Employee for all  reasonable\nexpenses  incurred by Employee in the course of moving his principal  residence,\nfamily and goods from Jackson,  Wyoming to Dallas, Texas, including trips to and\nfrom  Dallas,  Texas to locate a new  residence,  packing,  unpacking,  storage,\ncartage and housing  expenses of Employee and his family in Dallas,  Texas for a\nperiod  of up to four  months  from  October  1,  1995 and  prior to  Employee's\npurchase of a new principal residence.\n\n        2.7. From and after the Effective Date, Employer shall pay, or reimburse\nEmployee,  for all ordinary,  reasonable  and necessary  expenses which Employee\nincurs in performing his duties under this Agreement including,  but not limited\nto, travel,  entertainment,  professional dues and subscriptions,  and all dues,\nfees and expenses associated with membership in various professional, business\n\n                                   - Page 3 -\n\n\n\n\n\nand civic associations and societies of which Employee's participation is in the\nbest interest of Employer. Employer will reimburse Employee for reasonable legal\nexpenses in connection with the negotiation of this Agreement.\n\n        2.8. During the Term and while Employee is employed by Employer,  and in\naddition  to any group  term life  insurance  otherwise  generally  provided  to\nexecutive  employees of  Employer,  Employer  will  purchase and maintain at its\nexpense  term  life  insurance  on the life of  Employee  in the face  amount of\n$2,500,000  payable to the beneficiary or beneficiaries  designated by Employee;\nprovided,  however,  that  Employer's  obligation  to purchase and maintain such\ninsurance shall be contingent upon Employee's  insurability at no more than 150%\nof standard risk costs from a high quality insurance carrier  (excluding special\nrisk carriers).\n\n        2.9.  While   employed  by  Employer,   Employee  shall  be  allowed  to\nparticipate,  on the same basis generally as other 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  executive\nemployees.  Such benefits,  plans, and programs may include, without limitation,\nmedical,  health, and dental care, life insurance,  disability  protection,  and\nqualified retirement plans. Except as specifically  provided herein,  nothing in\nthis  Agreement is to be construed or  interpreted  to provide  greater  rights,\nparticipation,  coverage,  or benefits under such benefit plans or programs than\nprovided to executive  employees  pursuant to the terms and  conditions  of such\nbenefit plans and programs.\n\n        2.10.  Employer  shall not by reason of this  Article 2 be  obligated to\ninstitute,  maintain, or refrain from changing, amending, or discontinuing,  any\nincentive  compensation  or employee  benefit  program or plan,  so long as such\nactions are similarly applicable to covered employees generally.\n\n        2.11. 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\n\nARTICLE 3:        TERMINATION PRIOR TO EXPIRATION OF TERM AND\n                  EFFECTS OF SUCH TERMINATION:\n\n        3.1.  Employee's  employment  with Employer shall be terminated (i) upon\nthe death of Employee,  (ii) upon  Employee's  permanent  disability  (permanent\ndisability being defined as Employee's  physical or mental incapacity to perform\nhis  usual  duties  as  an  employee  with  such  condition   likely  to  remain\ncontinuously and permanently); provided, however, that in such event, Employee's\nemployment  shall be continued  hereunder for a period of not less than one year\nfrom the date of such  disability,  but not  beyond  the end of the  Term,  with\nEmployee's base salary during such period to be reduced by any Employer-financed\ndisability benefits, or (iii) subject to the provisions of clause (ii), at any\n\n                                   - Page 4 -\n\n\n\n\n\ntime during the Term by Employer  upon notice to Employee or by Employee upon 60\ndays' notice to Employer for any or no reason.\n\n        3.2. If  Employee's  employment  is terminated by reason of a 'Voluntary\nTermination'  (as  hereinafter  defined),  the  death  of  Employee,   permanent\ndisability  of  Employee  (as  defined in Section  3.1) or by the  Employer  for\n'Cause' (as hereinafter  defined),  all future compensation to which Employee is\notherwise  entitled and all future benefits for which Employee is eligible shall\ncease  and  terminate  as of the date of  termination,  except  as  specifically\nprovided in this Section 3.2. Employee,  or his estate in the case of Employee's\ndeath,  shall be  entitled  to pro rata  base  salary  through  the date of such\ntermination  and shall be  entitled  to any  individual  bonuses  or  individual\nincentive compensation not yet paid but due under Employer's plans but shall not\nbe entitled to any other  payments by or on behalf of Employer  except for those\nwhich may be payable pursuant to the terms of Employer's  employee benefit plans\n(as  hereinafter  defined).  For  purposes  of this  Section  3.2, a  'Voluntary\nTermination'  of the employment  relationship by Employee prior to expiration of\nthe Term shall be a termination  of employment in the sole  discretion of and at\nthe election of Employee,  other than (i) a termination of Employee's employment\nbecause of a material  breach by  Employer  of any  material  provision  of this\nAgreement  which  remains  uncorrected  for thirty (30) days  following  written\nnotice  of  such  breach  by  Employee  to  Employer  or (ii) a  termination  of\nEmployee's  employment  within  six  (6)  months  of  a  material  reduction  in\nEmployees' rank or  responsibility  with Employer.  For purposes of this Section\n3.2, the term  'Cause'  shall mean any of (i)  Employee's  gross  negligence  or\nwillful  misconduct in the  performance  of the duties and services  required of\nEmployee  pursuant to this  Agreement;  (ii)  Employee's  final  conviction of a\nfelony;  or (iii) Employee's  material breach of any material  provision of this\nAgreement  which  remains  uncorrected  for thirty (30) days  following  written\nnotice to Employee by Employer of such breach.\n\n        3.3. If Employee's employment is terminated for any reason other than as\ndescribed in Section 3.2 above during the Term, Employer shall pay to Employee a\nseverance  benefit  consisting  of a single lump sum cash  payment  equal to the\nvalue of any shares of Employer's  common stock (based upon the closing price of\nEmployer's  common  stock  on  the  New  York  Stock  Exchange  on the  date  of\ntermination  of employment)  which were granted to Employee  pursuant to Section\n2.4 and which are forfeited as a result of Employee's  termination of employment\nplus the lesser of (i) 150% of the base salary  (referenced  with respect to the\nrate of such base salary as in effect at the date of Employee's  termination  of\nemployment)  that  Employee  would  have  received  between  the  date  of  such\ntermination  of  employment  and the end of the  Term or (ii)  $3,000,000.  Such\nseverance  benefit  shall  be paid no  later  than  sixty  (60)  days  following\nEmployee's  termination  of employment.  The severance  benefit paid pursuant to\nthis Section 3.3 to Employee shall be in consideration of Employee's  continuing\nobligations  hereunder after such termination  (including,  without  limitation,\nEmployee's non-competition obligations). Employee shall not be under any duty or\nobligation  to seek or  accept  other  employment  following  a  termination  of\nemployment  pursuant to which severance  benefit payments under this Section 3.3\nare owing and the amounts due Employee pursuant to this Section 3.3 shall not be\nreduced or suspended if Employee accepts subsequent employment or earns any\n\n                                   - Page 5 -\n\n\n\n\n\namounts as a self-employed individual.  Employee's rights under this Section 3.3\nare Employee's sole and exclusive  rights against the Employer or its affiliates\nand  the  Employer's  sole  and  exclusive  liability  to  Employee  under  this\nAgreement, in contract, tort or otherwise, for the termination of his employment\nrelationship  with Employer.  Employee  covenants not to sue or lodge any claim,\ndemand or cause of action against Employer based upon Employee's  termination of\nemployment  for any monies  other than those  specified  in this Section 3.3. If\nEmployee  breaches  this  covenant,  Employer  shall be entitled to recover from\nEmployee all sums expended by Employer (including costs and attorneys' fees), in\nconnection with such suit, claim,  demand or cause of action.  Nothing contained\nin this  Section  3.3  shall be  construed  to be a waiver  by  Employee  of any\nbenefits  accrued for or due Employee  under any employee  benefit plan (as such\nterm is defined in the  Employees'  Retirement  Income  Security Act of 1974, as\namended) maintained by Employer.\n\n        3.4. It is  expressly  acknowledged  and agreed that the  decision as to\nwhether  'Cause' exists for  termination of the employment  relationship  by the\nEmployer  and  whether  and as of what  date  Employee  has  become  permanently\ndisabled is delegated  to the Board of Directors of Employer for  determination.\nIf Employee disagrees with the decision reached by Employer, the dispute will be\nlimited to whether the Board of Directors of Employer  reached this  decision in\ngood faith.\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 Articles 4 and 5.\n\n\nARTICLE 4:        OWNERSHIP AND PROTECTION OF INTELLECTUAL\n                  PROPERTY AND 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  (whether  during business hours or otherwise\nand whether on  Employer's  premises or  otherwise)  which relate to  Employer's\nbusiness,  products  or  services  (including,   without  limitation,  all  such\ninformation relating to corporate opportunities,  research,  financial and sales\ndata,  pricing  and  trading  terms,  evaluations,  opinions,   interpretations,\nacquisition  prospects,  the identity of customers  or their  requirements,  the\nidentity  of key  contacts  within the  customer's  organizations  or within the\norganization   of  acquisition   prospects,   or  marketing  and   merchandising\ntechniques,  prospective names, and marks), and all writings or materials of any\ntype  embodying  any of such items,  shall be  disclosed to Employer and are and\nshall be the sole and exclusive property of Employer.\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\n\n                                   - Page 6 -\n\n\n\n\n\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 his 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  his  employment   responsibilities\nhereunder. The above notwithstanding,  a disclosure shall not be unauthorized if\n(i) it is required by law or by a court of competent  jurisdiction or (ii) it is\nin connection  with any judicial or other legal  proceeding in which  Employee's\nlegal  rights and  obligations  as an  employee or under this  Agreement  are at\nissue;  provided,  however,  that Employee shall, to the extent  practicable and\nlawful in any such  events,  give  prior  notice to  Employer  of his  intent to\ndisclose any such  confidential  business  information  in such context so as to\nallow  Employer an opportunity  (which  Employee will not oppose) to obtain such\nprotective  orders  or  similar  relief  with  respect  thereto  as it may  deem\nappropriate.\n\n        4.3. All written  materials,  records,  and other  documents made by, or\ncoming  into the  possession  of,  Employee  during  the  period  of  Employee's\nemployment  by  Employer  which  contain  or  disclose   confidential   business\ninformation or trade secrets of Employer,  or its affiliates shall be and remain\nthe  property  of  Employer,  or  its  affiliates,  as the  case  may  be.  Upon\ntermination  of  Employee's  employment  by Employer,  for any reason,  Employee\npromptly shall deliver the same, and all copies thereof, to Employer.\n\n\nARTICLE 5:        POST-EMPLOYMENT AND NON-COMPETITION OBLIGATIONS:\n\n        5.1. As part of the  consideration  for the compensation and benefits to\nbe paid to Employee  hereunder,  and as an additional  incentive for Employer to\nenter into this  Agreement,  Employer and Employee agree to the  non-competition\nprovisions  of this  Article  5.  Employee  agrees  that  during  the  period of\nEmployee's non-competition obligations hereunder, Employee will not, directly or\nindirectly for Employee or for others,  in any  geographic  area or market where\nEmployer or any of their affiliated companies are conducting any business (other\nthan de  minimis  business  operations)  as of the  date of  termination  of the\nemployment  relationship or have during the previous twelve months conducted any\nbusiness (other than de minimis business operations):\n\n         (i)    engage in any business  directly  competitive  with any business\n                (other  than  de  minimis  business  operations)   conducted  by\n                Employer or any of Employer's affiliates;\n\n                                   - Page 7 -\n\n\n\n\n\n         (ii)   render  advice or services  to, or otherwise  assist,  any other\n                person,  association,  or entity  who is  engaged,  directly  or\n                indirectly,  in  any  business  directly  competitive  with  any\n                business (other than de minimis business  operations)  conducted\n                by Employer or any of Employer's affiliates; or\n\n         (iii)  induce any employee of Employer or any of its affiliates  (other\n                than Employee's personal secretary or administrative  assistant)\n                to terminate his employment with Employer, or itsaffiliates,  or\n                hire or assist in the hiring of any such induced employee by any\n                person, association, or entity not affiliated with Employer.\n\nThese non-competition obligations shall extend until two years after termination\nof  the  employment  relationship  between  Employer  and  Employee.  The  above\nnotwithstanding,  nothing  in this  Section  5.1 shall  prohibit  Employee  from\nengaging in or being  employed by any entity that  engages in the  provision  of\nmanagement  consulting or other consulting services to third parties, even where\nsuch entity on occasion renders advice or services to, or otherwise assists, any\nother person,  association, or entity who is engaged, directly or indirectly, in\nany business directly competitive with any business conducted by Employer or any\nof Employer's affiliates,  so long as Employee does not personally,  directly or\nindirectly (A)  participate in rendering such advice,  services or assistance to\nany such competing person, association or entity, (B) provide any information or\nother  assistance  to any  other  person  employed  by  Employee  or by any such\nconsulting entity for use, directly or indirectly,  in rendering such assistance\nto any  competing  person,  association  or entity or (C) engage in any  conduct\nwhich would be violative of the provisions of Article 4 hereof.\n\n        5.2. Employee understands that the foregoing  restrictions may limit his\nability to engage in certain businesses  anywhere in the world during the period\nprovided for above,  but  acknowledges  that Employee will receive  sufficiently\nhigh  remuneration  and other  benefits  under this  Agreement  to justify  such\nrestriction.  Employee  acknowledges  that money damages would not be sufficient\nremedy for any breach of this Article 5 by Employee,  and agrees that  Employer,\non its own behalf or on behalf of any of its  affiliates,  shall be  entitled to\nspecific  performance  and injunctive  relief as remedies for such breach or any\nthreatened breach.  Such remedies shall not be deemed the exclusive remedies for\na breach of this Article 5, but shall be in addition to all  remedies  available\nat law or in equity to Employer,  including, without limitation, the recovery of\ndamages from Employee and his agents involved in such breach.\n\n        5.3. It is expressly  understood  and agreed that  Employer and Employee\nconsider  the  restrictions  contained in this  Article 5 to be  reasonable  and\nnecessary to protect the proprietary information and\/or goodwill of Employer and\nits affiliates.  Nevertheless, if any of the aforesaid restrictions are found by\na court having jurisdiction to be unreasonable, or overly broad as to geographic\narea  or  time,  or  otherwise   unenforceable,   the  parties  intend  for  the\nrestrictions  therein  set  forth  to be  modified  by such  courts  so as to be\nreasonable  and  enforceable  and,  as so  modified  by the  court,  to be fully\nenforced.\n\n                                   - Page 8 -\n\n\n\n\n\n\n\nARTICLE 6:        MISCELLANEOUS:\n\n        6.1.  For  purposes of this  Agreement,  (i) the terms  'affiliates'  or\n'affiliated'  means an entity who directly,  or  indirectly  through one or more\nintermediaries,  controls,  is  controlled  by, or is under common  control with\nEmployer or in which  Employer has a 50% or more equity  interest,  and (ii) any\naction or omission  permitted to be taken or omitted by Employer hereunder shall\nonly be taken or omitted by Employer upon the express  authority of the Board of\nDirectors of Employer or of any Committee of the Board to which  authority  over\nsuch matters may have been delegated.\n\n        6.2  Although  executed  and  delivered  by  the  parties  hereto,  this\nAgreement  shall not become  effective until such time as the Board of Directors\nof Employer has expressly  approved this  Agreement.  Employer  agrees to notify\nEmployee promptly of the date of such approval.\n\n        6.3.   For   purposes   of  this   Agreement,   notices  and  all  other\ncommunications  provided  for herein  shall be in writing and shall be deemed to\nhave been duly given when  received by or tendered to Employee or  Employer,  as\napplicable,  by pre-paid  courier or by United  States  registered  or certified\nmail, return receipt requested, postage prepaid, addressed as follows:\n\n        If to Employer, to Halliburton Company at its corporate  headquarters\n        to the attention of the General Counsel of Halliburton Company.\n\n        If to Employee, to his last known personal residence.\n\n        6.4. This Agreement shall be governed in all respects by the laws of the\nState of Texas, excluding any conflict-of-law rule or principle that might refer\nto the laws of another State or country.\n\n        6.5. 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        6.6.  It  is a  desire  and  intent  of  the  parties  that  the  terms,\nprovisions,  covenants,  and  remedies  contained  in this  Agreement  shall  be\nenforceable to the fullest extent permitted by law. If any such term, provision,\ncovenant,  or remedy of this Agreement or the application thereof to any person,\nassociation, or entity or circumstances shall, to any extent, be construed to be\ninvalid  or  unenforceable  in whole  or in part,  then  such  term,  provision,\ncovenant,  or  remedy  shall  be  construed  in a  manner  so as to  permit  its\nenforceability  under the applicable law to the fullest extent permitted by law.\nIn any case,  the  remaining  provisions  of this  Agreement or the  application\nthereof to any person,  association, or entity or circumstances other than those\nto which they have been held  invalid  or  unenforceable,  shall  remain in full\nforce and effect.\n\n\n                                   - Page 9 -\n\n\n\n\n        6.7.  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,\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        6.8.  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 such  subject\nmatter,   and  contains  all  of  the  covenants,   promises,   representations,\nwarranties, and agreements between the parties with respect such subject matter.\nEach party to this Agreement  acknowledges that no  representation,  inducement,\npromise,  or  agreement,  oral or  written,  has been made by either  party with\nrespect  to such  subject  matter,  which is not  embodied  herein,  and that no\nagreement,  statement,  or promise  relating  to the  employment  of Employee by\nEmployer that is not contained in this Agreement shall be valid or binding.  Any\nmodification  of this  Agreement  will be effective only if it is in writing and\nsigned by each party whose rights hereunder are affected thereby,  provided that\nany such  modification  must be authorized or approved by the Board of Directors\nof Employer.\n\n        IN WITNESS  WHEREOF,  Employer  and  Employee  have duly  executed  this\nAgreement  at Dallas,  Texas in multiple  originals  to be effective on the date\nfirst stated above.\n\n                                       HALLIBURTON COMPANY\n\n\n                                       By:\n                                            Thomas H. Cruikshank\n                                            Chairman of the Board and\n                                            Chief Executive Officer\n\n\n\n\n                                       EMPLOYEE\n\n\n\n\n                                       Name:     Richard B. Cheney\n\n\nDate:    August 10, 1995\n\n\n                                  - Page 10 -\n\n\n\n\n                                  Exhibit A To\n                         Executive Employment Agreement\n                      By and Between Richard B. Cheney and\n                              Halliburton Company\n\n\n                           INDEMNIFICATION AGREEMENT\n\n\n         THIS  AGREEMENT  is made this 10th day of August,  1995 by and  between\nHalliburton  Company,  a Delaware  corporation,  (the  'Company') and Richard B.\nCheney (the 'Indemnitee').\n\n                                    RECITALS\n\n         A. The Indemnitee has been requested to serve, or is presently serving,\nas a  Director  and\/or an  officer  of the  Company.  The  Company  desires  the\nIndemnitee  to serve or to  continue  to serve  in such  capacity.  The  Company\nbelieves that the  Indemnitee's  undertaking  or continued  undertaking  of such\nresponsibilities is important to the Company and that the protection afforded by\nthis  Agreement  will  enhance  the  Indemnitee's   ability  to  discharge  such\nresponsibilities  under  existing  circumstances.  The  Indemnitee  is  willing,\nsubject to certain  conditions  including  without  limitation the execution and\nperformance  of this  Agreement  by the Company and the  Company's  agreement to\nprovide  the  Indemnitee  at all  times  the  broadest  and most  favorable  (to\nIndemnitee)  indemnification permitted by applicable law (whether by legislative\naction or judicial decision), to serve or to continue to serve in that capacity.\n\n         B. In  addition  to the  indemnification  to which  the  Indemnitee  is\nentitled under the Composite  Certificate of  Incorporation  of the Company (the\n'Certificate') or the By-laws, as amended,  of the Company (the 'By-laws'),  the\nCompany has purchased and currently maintains insurance  protecting its officers\nand  directors  and certain other persons  (including  the  Indemnitee)  against\ncertain losses arising out of actual or threatened actions, suits or proceedings\nto  which  such  persons  may be made or  threatened  to be made  parties  ('D&amp;O\nInsurance').\n\n         NOW,  THEREFORE,  for and in consideration of the premises,  the mutual\npromises  hereinafter  set  forth,  the  reliance  of the  Indemnitee  hereon in\ncontinuing to serve the Company in his present  capacity and in  undertaking  to\nserve the Company in any additional capacity or capacities,  the Company and the\nIndemnitee agree as follows:\n\n         1.  Indemnification - General.  The Company shall indemnify and advance\nExpenses (as hereinafter  defined) to Indemnitee to the fullest extent, and only\nto the extent,  permitted by applicable  law in effect on the date hereof and to\nsuch greater extent as applicable  law may thereafter  from time to time permit.\nThe rights of Indemnitee  provided  under the preceding  sentence shall include,\nbut shall not be limited to, the rights set forth in the other  Sections of this\nAgreement.\n\n         Although there can be no assurance as to the continuation or renewal of\nthe D&amp;O  Insurance  or that any such D&amp;O  Insurance  will  provide  coverage for\n\n\n\n\n\n\n\nlosses to which the Indemnitee may be exposed, the Company will use commercially\nreasonable efforts,  taking into consideration  availability of D&amp;O Insurance in\nthe  marketplace,  to continue D&amp;O Insurance in effect at current levels for the\nduration of Indemnitee's service and for six (6) years thereafter.\n\n         2.  Proceedings  Other  than  Proceedings  by or in  the  Right  of the\nCompany.  Indemnitee shall be entitled to the indemnification rights provided in\nthis Section 2 if, by reason of his Corporate  Status (as hereinafter  defined),\nhe is, or is threatened to be made, a party to, or otherwise  incurs Expenses in\nconnection with, any threatened, pending or completed Proceeding (as hereinafter\ndefined), other than a Proceeding by or in the right of the Company. Pursuant to\nthis Section 2, Indemnitee  shall be indemnified  against  Expenses,  judgments,\npenalties, fines and amounts paid in settlement actually and reasonably incurred\nby him or on his behalf in connection with such  Proceeding or any claim,  issue\nor matter  therein,  if he acted in good  faith  and in a manner  he  reasonably\nbelieved to be in, or not opposed to, the best  interests of the  Company,  and,\nwith respect to any criminal Proceeding,  had no reasonable cause to believe his\nconduct was unlawful.\n\n         3.  Proceedings by or in the Right of the Company.  Indemnitee shall be\nentitled to the indemnification rights provided in this Section 3, if, by reason\nof his  Corporate  Status,  he is, or is  threatened  to be made, a party to, or\notherwise  incurs  Expenses  in  connection  with,  any  threatened,  pending or\ncompleted  Proceeding  brought  by or in the right of the  Company  to procure a\njudgment  in its  favor.  Pursuant  to  this  Section  3,  Indemnitee  shall  be\nindemnified  against Expenses actually and reasonably  incurred by him or on his\nbehalf in  connection  with such  Proceeding  if he acted in good faith and in a\nmanner he reasonably believed to be in, or not opposed to, the best interests of\nthe Company.  Notwithstanding  the foregoing,  no  indemnification  against such\nExpenses  shall  be made in  respect  of any  claim,  issue  or  matter  in such\nProceeding as to which  Indemnitee  shall have been adjudged to be liable to the\nCompany if applicable law prohibits  such  indemnification;  provided,  however,\nthat, if  applicable  law so permits,  indemnification  against  Expenses  shall\nnevertheless be made by the Company despite such  adjudication of liability,  if\nand only to the extent that the Court of Chancery of the State of  Delaware,  or\nthe court in which such Proceeding shall have been brought or is pending,  shall\ndetermine.\n\n         4.  Indemnification  for  Expenses  of a Party  Who is Wholly or Partly\nSuccessful. Notwithstanding any other provision of this Agreement, to the extent\nthat  Indemnitee  is,  by  reason  of his  Corporate  Status,  a party to and is\nsuccessful,  on  the  merits  or  otherwise,  in any  Proceeding,  he  shall  be\nindemnified  against all Expenses actually and reasonably  incurred by him or on\nhis behalf in connection  therewith.  If Indemnitee is not wholly  successful in\nsuch Proceeding but is successful on the merits or otherwise,  as to one or more\nbut less than all  claims,  issues or matters in such  Proceeding,  the  Company\nshall indemnify Indemnitee against all Expenses actually and reasonably incurred\nby him or on his behalf in connection  with each  successfully  resolved  claim,\nissue or matter. For the purposes of this Section 4 and without limitation,  the\ntermination  of any claim,  issue or matter in such a Proceeding  by  dismissal,\nwith or without prejudice,  shall be deemed to be a successful result as to such\nclaim, issue or matter.\n\n\n                                       2\n\n\n\n\n\n         5. Contribution.  In the event that the indemnity contained in Sections\n2, 3 or 4 of this Agreement is unavailable or  insufficient  to hold  Indemnitee\nharmless  in a  Proceeding  described  therein,  then  in  accordance  with  the\nnon-exclusivity  provisions  of the  Delaware  General  Corporation  Law and the\nCertificate  and By-laws,  and separate  from and in addition to, the  indemnity\nprovided elsewhere herein, the Company shall contribute to Expenses,  judgments,\npenalties, fines and amounts paid in settlement actually and reasonably incurred\nby or on behalf of Indemnitee in connection  with such  Proceeding or any claim,\nissue or matter  therein,  in such  proportion  as  appropriately  reflects  the\nrelative  benefits  received  by, and fault of, the  Company on the one hand and\nIndemnitee  on the  other in the  acts,  transactions  or  matters  to which the\nProceeding relates and other equitable considerations.\n\n         6.       Procedure for Determination of Entitlement to Indemnification.\n\n                (a) To obtain  indemnification under this Agreement,  Indemnitee\n         shall  submit  to  the  Company  a  written  request,   including  such\n         documentation and information as is reasonably  available to Indemnitee\n         and is  reasonably  necessary to  determine  whether and to what extent\n         Indemnitee  is  entitled  to  indemnification.   The  determination  of\n         Indemnitee's  entitlement  to  indemnification  shall be made not later\n         than 90 days after  receipt by the Company of the  written  request for\n         indemnification.  The  Secretary of the Company  shall,  promptly  upon\n         receipt  of such a request  for  indemnification,  advise  the Board of\n         Directors in writing that Indemnitee has requested indemnification.\n\n                (b)  Indemnitee's  entitlement to  indemnification  under any of\n         Sections 2, 3, 4 and 5 of this  Agreement  shall be  determined  in the\n         specific  case:  (i) by the Board of Directors by a majority  vote of a\n         quorum  of  the  Board  consisting  of   Disinterested   Directors  (as\n         hereinafter  defined);  (ii) by  Independent  Counsel  (as  hereinafter\n         defined),  in a written  opinion if a quorum of the Board of  Directors\n         consisting of  Disinterested  Directors is not  obtainable  or, even if\n         obtainable, such quorum of Disinterested Directors so directs; or (iii)\n         by the  stockholders  of the  Company.  If, with regard to Section 5 of\n         this Agreement,  such a  determination  is not permitted by law or if a\n         quorum of Disinterested  Directors so directs, such determination shall\n         be made by the Chancery  Court of the State of Delaware or the court in\n         which the Proceeding  giving rise to the claim for  indemnification  is\n         brought.\n\n                (c) In the  event  that  the  determination  of  entitlement  to\n         indemnification  is to be  made  by  Independent  Counsel  pursuant  to\n         Section  6(b) of this  Agreement,  the  Independent  Counsel  shall  be\n         selected as provided in this  Section  6(c).  The  Independent  Counsel\n         shall be selected by the Board of Directors, and the Company shall give\n         written  notice  to  Indemnitee  advising  him of the  identity  of the\n         Independent  Counsel so selected.  Indemnitee  may, within 7 days after\n         receipt of such  written  notice of  selection  shall have been  given,\n         deliver to the  Company a written  objection  to such  selection.  Such\n         objection  may be  asserted  only on the  ground  that the  Independent\n         Counsel so selected does not meet the requirements of 'Independent\n\n                                       3\n\n\n\n\n\n         Counsel' as defined in Section 13 of this Agreement,  and the objection\n         shall set forth with particularity the factual basis of such assertion.\n         If such written objection is made, the Independent  Counsel so selected\n         shall be  disqualified  from acting as such.  If,  within 20 days after\n         submission  by  Indemnitee  of a written  request  for  indemnification\n         pursuant to Section  6(a) of this  Agreement,  no  Independent  Counsel\n         shall have been  selected,  or if selected shall have been objected to,\n         in accordance with this Section 6(c),  either the Company or Indemnitee\n         may  petition  the Court of Chancery  of the State of Delaware  for the\n         appointment as Independent  Counsel of a person  selected by such court\n         or by such other person as such court shall  designate,  and the person\n         so appointed  shall act as  Independent  Counsel  under Section 6(b) of\n         this  Agreement,  and the  Company  shall pay all  reasonable  fees and\n         expenses incident to the procedures of this Section 6(c), regardless of\n         the manner in which such Independent Counsel was selected or appointed.\n\n         7.  Advancement  of Expenses.  The Company shall advance all reasonable\nExpenses  incurred  by or  on  behalf  of  Indemnitee  in  connection  with  any\nProceeding  within 20 days after the receipt by the  Company of a  statement  or\nstatements  from  Indemnitee  requesting  such advance or advances  from time to\ntime, whether prior to or after final disposition of such Proceeding. Indemnitee\nshall,  and  hereby  undertakes  to,  repay any  Expenses  advanced  if it shall\nultimately  be  determined  that  Indemnitee  is not entitled to be  indemnified\nagainst such Expenses.\n\n         8. Presumptions and Effect of Certain  Proceedings.  The termination of\nany proceeding  described in any of Sections 2, 3 or 4 of this Agreement,  or of\nany  claim,  issue  or  matter  therein,  by  judgment,   order,  settlement  or\nconviction,  or upon a plea of nolo  contendere  or its  equivalent,  shall  not\n(except as otherwise  expressly  provided in this Agreement) of itself adversely\naffect the right of Indemnitee to  indemnification  or create a presumption that\nIndemnitee  did  not act in good  faith  and in a  manner  which  he  reasonably\nbelieved to be in or not opposed to the best  interests  of the Company or, with\nrespect to any criminal  Proceeding,  that  Indemnitee had  reasonable  cause to\nbelieve that his conduct was unlawful.\n\n         9. Term of Agreement.  All  agreements  and  obligations of the Company\ncontained herein shall commence as of the time the Indemnitee commenced to serve\nas a director,  officer, employee or agent of the Company (or commenced to serve\nat the  request of the  Company as a  director,  officer,  employee  or agent of\nanother corporation, partnership, joint venture, trust, employee benefit plan or\nother enterprise) and shall continue for so long as Indemnitee shall so serve or\nshall be, or could  become,  subject to any  possible  Proceeding  in respect of\nwhich Indemnitee is granted rights of indemnification or advancement of Expenses\nhereunder.\n\n         10.  Notification  and  Defense  of Claim.  Promptly  after  receipt by\nIndemnitee of notice of the commencement of any Proceeding,  Indemnitee will, if\na claim  in  respect  thereof  is to be made  against  the  Company  under  this\nAgreement,  notify the Company of the commencement  thereof; but the omission to\nnotify the Company will not relieve it from any  liability  which it may have to\nIndemnitee  otherwise  than  under  this  Agreement.  With  respect  to any such\nProceeding  as to which  Indemnitee  notifies  the  Company of the  commencement\nthereof:\n\n\n\n                                       4\n\n\n\n\n                (a) The Company will be entitled to  participate  therein at its\n         own expense.\n\n                (b) Except as otherwise  provided  below,  to the extent that it\n         may  wish,  the  Company  jointly  with any  other  indemnifying  party\n         similarly notified will be entitled to assume the defense thereof, with\n         counsel  satisfactory  to Indemnitee.  After notice from the Company to\n         Indemnitee  of its  election  so to assume  the  defense  thereof,  the\n         Company will not be liable to Indemnitee  under this  Agreement for any\n         legal  or  other  Expenses   subsequently  incurred  by  Indemnitee  in\n         connection  with the defense  thereof  other than  reasonable  costs of\n         investigation or as otherwise provided below. Indemnitee shall have the\n         right  to  employ  its  counsel  in such  Proceeding  but the  fees and\n         Expenses of such counsel  incurred after notice from the Company of its\n         assumption of the defense thereof shall be at the expense of Indemnitee\n         unless (i) the employment of counsel by Indemnitee has been  authorized\n         by the Company, or (ii) Indemnitee shall have reasonably concluded that\n         there may be a conflict of interest  between the Company and Indemnitee\n         in the conduct of the defense of such Proceeding,  or (iii) the Company\n         shall not in fact have  employed  counsel to assume the defense of such\n         Proceeding,  in each of which  cases the fees and  Expenses  of counsel\n         shall be at the  expense  of the  Company.  The  Company  shall  not be\n         entitled  to assume  the  defense  of any  Proceeding  brought by or on\n         behalf of the  Company  or as to which  Indemnitee  shall have made the\n         conclusion provided for in (ii) above.\n\n                (c) The  Company  shall not be liable  to  indemnify  Indemnitee\n         under  this  Agreement  for  any  amounts  paid  in  settlement  of any\n         Proceeding or claim effected without its written  consent.  The Company\n         shall not settle any  Proceeding  or claim in any  manner  which  would\n         impose any penalty or  limitation on  Indemnitee  without  Indemnitee's\n         written consent.  Neither the Company nor Indemnitee will  unreasonably\n         withhold their consent to any proposed settlement.\n\n         11.      Enforcement.\n\n                (a)  The  Company  expressly  confirms  and  agrees  that it has\n         entered into this Agreement and assumed the  obligations  imposed on it\n         hereby in order to induce Indemnitee to serve or continue to serve as a\n         director  and\/or  officer  of  the  Company,   and  acknowledges   that\n         Indemnitee  is relying upon this  Agreement in serving or continuing to\n         serve in such capacity.\n\n                (b) In the event  Indemnitee  is required to bring any action to\n         enforce  rights or to collect  moneys due under this  Agreement  and is\n         successful in such action,  the Company shall reimburse  Indemnitee for\n         all of  Indemnitee's  reasonable  fees and  Expenses  in  bringing  and\n         pursuing such action.\n\n         12.  Non-Exclusivity of Rights.  The rights of  indemnification  and to\nreceive  advancement  of Expenses as  provided  by this  Agreement  shall not be\n\n\n                                       5\n\n\n\n\n\ndeemed  exclusive  of any other  rights to which  Indemnitee  may at any time be\nentitled under applicable law, the Certificate,  the By-laws,  any agreement,  a\nvote of stockholders or a resolution of directors, or otherwise.\n\n         13.    Definitions.   For purposes of this Agreement:\n\n                (a) 'Corporate  Status'  describes the status of a person who is\n         or was a director, officer, employee, agent or fiduciary of the Company\n         or  of  any  other  corporation,  partnership,  joint  venture,  trust,\n         employee  benefit plan or other  enterprise which such person is or was\n         serving at the request of the Company.\n\n                (b) 'Disinterested Director' means a director of the Company who\n         is not and was not at any time a party to the  Proceeding in respect of\n         which indemnification is sought by Indemnitee.\n\n                (c)  'Expenses'  shall include all reasonable  attorneys'  fees,\n         retainers,  court costs,  transcript  costs,  fees of experts,  witness\n         fees, travel expenses,  duplicating costs,  printing and binding costs,\n         telephone  charges,  postage,  delivery  service  fees,  and all  other\n         disbursements  or  Expenses  of  the  types  customarily   incurred  in\n         connection  with  prosecuting,  defending,  preparing  to  prosecute or\n         defend or investigating a Proceeding.\n\n                (d) 'Independent Counsel' means a law firm, or a member of a law\n         firm,  that is experienced  in matters of  corporation  law and neither\n         presently  is,  nor in the  past  five  years  has  been,  retained  to\n         represent:  (i) the  Company or  Indemnitee  in any matter  material to\n         either such party or (ii) any other party to the Proceeding giving rise\n         to  a  claim  for   indemnification   hereunder.   Notwithstanding  the\n         foregoing,  the term 'Independent Counsel' shall not include any person\n         who,  under the  applicable  standards  of  professional  conduct  then\n         prevailing,  would have a conflict of interest in  representing  either\n         the Company or Indemnitee in an action to determine Indemnitee's rights\n         under this Agreement.\n\n                (e)  'Proceeding'   includes  any  action,  suit,   arbitration,\n         alternate dispute resolution mechanism,  investigation,  administrative\n         hearing or any other proceeding whether civil, criminal, administrative\n         or investigative.\n\n         14.  Severability.  Each  of the  provisions  of  this  Agreement  is a\nseparate and distinct  agreement and  independent of the others,  so that if any\nprovision  hereof shall be held to be invalid or  unenforceable  for any reason,\nsuch   invalidity  or   unenforceability   shall  not  affect  the  validity  or\nenforceability of the other provisions hereof.\n\n         15.  Governing Law; Binding Effect; Amendment and Termination.\n\n                (a)  THIS  AGREEMENT   SHALL  BE  INTERPRETED  AND  ENFORCED\n         IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, EXCLUDING ANY\n\n                                       6\n\n\n\n\n         CONFLICT-OF-LAW RULE OR PRINCIPLE THAT MIGHT REFER TO THE\n         LAWS OF ANOTHER STATE OR COUNTRY.\n\n                (b) This Agreement shall be binding upon Indemnitee and upon the\n         Company,  its successors and assigns, and shall inure to the benefit of\n         Indemnitee,  his heirs, personal representatives and assigns and to the\n         benefit of the Company, its successors and assigns.\n\n                (c) No amendment,  modification,  termination or cancellation of\n         this Agreement shall be effective unless in writing by the parties.\n\n         The parties have executed  this  Agreement as of the day and year first\nabove written.\n                                                             \n                                       HALLIBURTON COMPANY\n\n\n                                       By: \/s\/ Thomas H. Cruikshank\n                                          -----------------------------\n                                               Thomas H. Cruikshank\n                                               Chairman of the Board and\n                                               Chief Executive Officer\n\n\n                                           \/s\/ Richard B. Cheney   \n                                          ------------------------------\n                                               Richard B. Cheney\n                                               Indemnitee\n\n\n\n\n\n                                       7\n\n\n\n                                  Exhibit B to\n                         Executive Employment Agreement\n                      By and Between Richard B. Cheney and\n                              Halliburton Company\n\n\n                      NONSTATUTORY STOCK OPTION AGREEMENT\n\n\n         AGREEMENT made as of the 10th day of August,  1995, between HALLIBURTON\nCOMPANY,  a  Delaware  corporation  (the  'Company'),   and  Richard  B.  Cheney\n('Employee').\n\n         To carry out the  purposes of the  HALLIBURTON  COMPANY  1993 STOCK AND\nLONG-TERM  INCENTIVE PLAN (the 'Plan'), by affording Employee the opportunity to\npurchase shares of common stock, par value $2.50 per share, of the Company\n('Stock'),  and in consideration of the mutual  agreements and other matters set\nforth herein and in the Plan, the Company and Employee hereby agree as follows:\n\n         1. Grant of Option.  The Company hereby  irrevocably grants to Employee\nthe right and option  ('Option')  to purchase all or any part of an aggregate of\n200,000 shares of Stock, on the terms and conditions set forth herein and in the\nPlan,  which  Plan  is  incorporated  herein  by  reference  as a part  of  this\nAgreement.  This Option shall not be treated as an incentive stock option within\nthe meaning of section  422(b) of the Internal  Revenue Code of 1986, as amended\n(the 'Code').\n\n         2. Purchase Price.  The purchase price of Stock  purchased  pursuant to\nthe  exercise  of this  Option  shall be  $_______  per  share,  which  has been\ndetermined to be not less than the fair market value of the Stock at the date of\ngrant of this Option.  For all purposes of this Agreement,  fair market value of\nStock shall be determined in accordance with the provisions of the Plan.\n\n         3. Exercise of Option. Subject to the earlier expiration of this Option\nas herein  provided,  this  Option may be  exercised,  by written  notice to the\nCompany at its principal executive office addressed to the attention of its Vice\nPresident  and  Secretary,  at any time and from time to time  after the date of\ngrant hereof,  but, except as otherwise provided below, this Option shall not be\nexercisable for more than a percentage of the aggregate number of shares offered\nby this  Option  determined  by the  number of full years from the date of grant\nhereof to the date of such exercise, in accordance with the following schedule:\n\n<font size=\"2\">\n                                                        Percentage of Shares\n                  Number of Full Years                  That May be Purchased\n                                                         \n\n                  Less than         1 year                        0%\n                                    1 year                        33 1\/3%\n                                    2 years                       67%\n                                    3 years                       100%\n\n<\/font>\n\n\n\n\n\n\n         This Option is not  transferable by Employee  otherwise than by will or\nthe laws of descent  and  distribution,  and may be  exercised  only by Employee\nduring  Employee's  lifetime.  This Option may be exercised  only while Employee\nremains an employee of the Company, subject to the following exceptions:\n\n                (a) If  Employee's  employment  with the Company  terminates  by\n         reason of disability  (disability  being defined as being physically or\n         mentally  incapable of  performing  the  Employee's  usual duties as an\n         Employee  with  such  condition  likely  to  remain   continuously  and\n         permanently, as determined by the Committee administering the Plan (the\n         'Committee')),  this Option may be  exercised  in full by Employee  (or\n         Employee's estate or the person who acquires this Option by will or the\n         laws of descent and distribution or otherwise by reason of the death of\n         Employee) at any time during the period ending on the Expiration Date.\n\n                (b) If  Employee  dies  while  in  the  employ  of the  Company,\n         Employee's  estate,  or the person who acquires  this Option by will or\n         the laws of descent  and  distribution  or  otherwise  by reason of the\n         death of Employee,  may exercise this Option in full at any time during\n         the period ending on the Expiration Date.\n\n                (c) If  Employee's  employment  with the Company  terminates  by\n         reason of  retirement  at or after age 62 or  earlier  retirement  with\n         consent  of the  Committee,  this  Option may be  exercised  in full by\n         Employee at any time during the period  ending on the  Expiration  Date\n         (as defined below). If Employee dies after such retirement, this Option\n         may be  exercised  in full by  Employee's  estate  (or the  person  who\n         acquires this Option by will or the laws of descent and distribution or\n         otherwise  by reason of the death of the  Employee)  during  the period\n         ending on the Expiration Date.\n\n                (d) If Employee's  employment  with the Company is terminated by\n         the  Company  other  than  for  'Cause'  or  Employee   terminates  his\n         employment  with the Company  (i)  because of a material  breach by the\n         Company of any material  provision of any employment  agreement between\n         the  Company  and  Employee  which  remains  uncorrected  for  30  days\n         following  written  notice of such breach by Employee to the Company or\n         (ii) within six months of a material  reduction in  Employee's  rank or\n         responsibilities with the Company, this Option may be exercised in full\n         by Employee at any time during the period ending on the Expiration Date\n         or by Employee's estate (or the person who acquires this Option by will\n         or the laws of descent and  distribution  or otherwise by reason of the\n         death of the Employee)  during the period ending on the Expiration Date\n         if Employee  dies during such period.  For purposes of this  Agreement,\n         the term 'Cause' shall mean any of (i) Employee's  gross  negligence or\n         willful  misconduct  in the  performance  of the  duties  and  services\n         required of Employee pursuant to this Agreement,  (ii) Employee's final\n         conviction  of a felony;  or (iii)  Employee's  material  breach of any\n         material  provision of this Agreement which remains  uncorrected for 30\n         days  following  written  notice to  Employee  by the  Company  of such\n         breach.\n\n\n                                      -2-\n\n\n\n\n                (e) If Employee's employment with the Company terminates for any\n         reason  other than those set forth in  subparagraphs  (a)  through  (d)\n         above,  this Option may be exercised by Employee at any time during the\n         period of 30 days following such  termination,  or by Employee's estate\n         (or the person who acquires  this Option by will or the laws of descent\n         and  distribution  or otherwise by reason of the death of the Employee)\n         during a period of six months  following  Employee's  death if Employee\n         dies during such 30-day period,  but in each case only as to the number\n         of shares Employee was entitled to purchase  hereunder upon exercise of\n         this Option as of the date Employee's employment so terminates.\n\n         This  Option  shall  not be  exercisable  in  any  event  prior  to the\nexpiration  of six months from the date of grant hereof or after the  expiration\nof  ten  years  from  the  date  of  grant   hereof  (the   'Expiration   Date')\nnotwithstanding  anything hereinabove contained. The purchase price of shares as\nto which this Option is exercised  shall be paid in full at the time of exercise\n(a) in cash (including  check, bank draft or money order payable to the order of\nthe Company),  (b) by  delivering  to the Company  shares of Stock having a fair\nmarket value equal to the purchase  price,  or (c) by a  combination  of cash or\nStock.  Payment may also be made,  in the  discretion  of the  Committee  or its\ndelegate, as appropriate,  by delivery (including by facsimile  transmission) to\nthe  Company of an executed  irrevocable  option  exercise  form,  coupled  with\nirrevocable  instructions  to a  broker-dealer  designated  by  the  Company  to\nsimultaneously  sell a sufficient number of the shares as to which the option is\nexercised and deliver directly to the Company that portion of the sales proceeds\nrepresenting the exercise price. No fraction of a share of Stock shall be issued\nby the Company upon  exercise of an Option or accepted by the Company in payment\nof the purchase price thereof; rather, Employee shall provide a cash payment for\nsuch amount as is necessary to effect the issuance and  acceptance of only whole\nshares of Stock.  Unless and until a certificate  or  certificates  representing\nsuch shares shall have been issued by the Company to Employee,  Employee (or the\nperson permitted to exercise this Option in the event of Employee's death) shall\nnot be or have any of the rights or privileges  of a shareholder  of the Company\nwith respect to shares acquirable upon an exercise of this Option.\n\n         4.  Withholding  of Tax. To the extent that the exercise of this Option\nor the  disposition  of shares of Stock  acquired  by  exercise  of this  Option\nresults in  compensation  income to  Employee  for  federal or state  income tax\npurposes,  Employee shall deliver to the Company at the time of such exercise or\ndisposition  such  amount of money or shares of Stock as the Company may require\nto meet its  withholding  obligation  under  applicable tax laws or regulations,\nand, if Employee  fails to do so, the Company is authorized to withhold from any\ncash or Stock  remuneration  then or  thereafter  payable  to  Employee  any tax\nrequired to be withheld by reason of such resulting compensation income. Upon an\nexercise of this Option,  the Company is further authorized in its discretion to\nsatisfy  any such  withholding  requirement  out of any cash or  shares of Stock\ndistributable to Employee upon such exercise.\n\n\n\n                                      -3-\n\n\n\n\n\n         5.  Status  of  Stock.  Notwithstanding  any  other  provision  of this\nAgreement,  in the absence of an effective  registration  statement for issuance\nunder the Securities Act of 1933, as amended (the 'Act'), of the shares of Stock\nacquirable  upon  exercise  of  this  Option,  or an  available  exemption  from\nregistration under the Act, issuance of shares of Stock acquirable upon exercise\nof this Option will be delayed until registration of such shares is effective or\nan exemption from registration  under the Act is available.  The Company intends\nto use its best  efforts to ensure that no such delay will  occur.  In the event\nexemption from registration  under the Act is available upon an exercise of this\nOption,  Employee (or the person  permitted to exercise this Option in the event\nof Employee's  death or incapacity),  if requested by the Company to do so, will\nexecute  and  deliver to the  Company in writing an  agreement  containing  such\nprovisions  as the  Company  may require to assure  compliance  with  applicable\nsecurities laws.\n\n         Employee  agrees that the shares of Stock which Employee may acquire by\nexercising  this Option will not be sold or otherwise  disposed of in any manner\nwhich would constitute a violation of any applicable  securities  laws,  whether\nfederal or state.  Employee also agrees (i) that the  certificates  representing\nthe shares of Stock  purchased under this Option may bear such legend or legends\nas the Company deems  appropriate in order to assure  compliance with applicable\nsecurities  laws,  (ii) that the Company may refuse to register  the transfer of\nthe shares of Stock purchased under this Option on the stock transfer records of\nthe  Company  if  such  proposed  transfer  would  in  the  opinion  of  counsel\nsatisfactory to the Company constitute a violation of any applicable  securities\nlaw and (iii) that the Company may give  related  instructions  to its  transfer\nagent,  if any,  to stop  registration  of the  transfer  of the shares of Stock\npurchased under this Option.\n\n         If Employee  desires to sell any shares of Stock  acquired  pursuant to\nthe  provisions of this Agreement and if such shares may not be sold on the open\nmarket without  registration  pursuant to applicable  securities  laws, then the\nCompany  shall,  within five days after  notice  from  Employee  indicating  his\nintention to sell such shares and the number of shares to be sold,  purchase for\ncash  such  shares at a price per share  based on the  closing  sales  price for\nshares of Stock traded on the New York Stock  Exchange on the date of receipt by\nthe Company of said notice.\n\n         6. Employment  Relationship.  For purposes of this Agreement,  Employee\nshall be considered  to be in the  employment of the Company as long as Employee\nremains an employee of either the Company,  a parent or  subsidiary  corporation\n(as defined in section 424 of the Code) of the Company,  or a  corporation  or a\nparent or subsidiary of such  corporation  assuming or substituting a new option\nfor  this  Option.  Any  question  as to  whether  and  when  there  has  been a\ntermination  of such  employment,  and the cause of such  termination,  shall be\ndetermined  by  the  Committee  or  its  delegate,  as  appropriate,   and  such\ndetermination shall be final.\n\n         7. Binding  Effect.  This Agreement  shall be binding upon and inure to\nthe benefit of any successors to the Company and all persons  lawfully  claiming\nunder Employee.\n\n         8. Governing Law. This Agreement shall be governed by, and construed in\naccordance with, the laws of the State of Texas,  excluding any  conflict-of-law\nrule or principle that might refer to the laws of another State or country.\n\n                                      -4-\n\n\n\n\n\n         IN WITNESS  WHEREOF,  the Company has caused this  Agreement to be duly\nexecuted by its officer  thereunto  duly  authorized,  and Employee has executed\nthis Agreement, all as of the day and year first above written.\n\n\n                                               HALLIBURTON COMPANY\n\n\n\n                                               By:--------------------------\n                                                   Thomas H. Cruikshank\n                                                   Chairman of the Board and\n                                                   Chief Executive Officer\n\n\n\n                                                  --------------------------\n                                                   Richard B. Cheney\n                                                   Employee\n\n\n\n\n                                      -5-\n\n\n\n\n\n               Attachment to Nonstatutory Stock Option Agreement\n\n\n\n\nPlease furnish the following information for shareholder records:\n\n\n\n- -------------------------------                  -----------------------------\n(Given name and initial must be used             Social Security Number\nfor stock registry)                              (if applicable)\n\n\n\n- -------------------------------                  -----------------------------\n                                                 Birth Date\n                                                 Month\/Day\/Year\n\n\n- -------------------------------                  -----------------------------\n                                                 Name of Employer\n\n\n- -------------------------------                  -----------------------------\nAddress (Zip Code)                               Day phone number\n\nUnited States Citizen:  Yes   x    No___\n\n\n\n                PROMPTLY NOTIFY THE VICE PRESIDENT AND SECRETARY\n                             OF HALLIBURTON COMPANY\n                    3600 LINCOLN PLAZA, DALLAS, TEXAS 75201\n                           OF ANY CHANGE IN ADDRESS.\n\n\n\n\n\n                                      -6-\n\n\n\n\n                                  Exhibit C to\n                         Executive Employment Agreement\n                      By and Between Richard B. Cheney and\n                              Halliburton Company\n\n\n                           RESTRICTED STOCK AGREEMENT\n\n\n         AGREEMENT made as of the 1st day of October,  1995, between HALLIBURTON\nCOMPANY,  a  Delaware  corporation  (the  'Company'),   and  Richard  B.  Cheney\n('Employee').\n\n         1.     Award.\n\n                (a) Shares.  Pursuant to the Halliburton  Company 1993 Stock and\nLong-Term Incentive Plan (the 'Plan'),  100,000 shares (the 'Restricted Shares')\nof the Company's  common stock,  par value $2.50 per share  ('Stock'),  shall be\nissued  as   hereinafter   provided  in  Employee's   name  subject  to  certain\nrestrictions thereon.\n\n                (b) Issuance of Restricted  Shares.  The Restricted Shares shall\nbe issued  upon  acceptance  hereof by  Employee  and upon  satisfaction  of the\nconditions of this Agreement.\n\n                (c) Plan Incorporated.  Employee  acknowledges receipt of a copy\nof the Plan, and agrees that this award of Restricted Shares shall be subject to\nall of the  terms  and  conditions  set  forth  in the  Plan,  including  future\namendments  thereto,  if any,  pursuant  to the  terms  thereof,  which  Plan is\nincorporated herein by reference as a part of this Agreement.\n\n         2.     Restricted Shares. Employee hereby accepts the Restricted Shares\nwhen issued and agrees with respect thereto as follows:\n\n                (a) Forfeiture  Restrictions.  The Restricted  Shares may not be\nsold,  assigned,  pledged,  exchanged,  hypothecated  or otherwise  transferred,\nencumbered  or  disposed  of to  the  extent  then  subject  to  the  Forfeiture\nRestrictions  (as  hereinafter  defined),  and in the  event of  termination  of\nEmployee's  employment  with the Company for a reason other than those set forth\nin the first sentence of  subparagraph  (c) of this Paragraph 2, Employee shall,\nfor no consideration, forfeit to the Company all Restricted Shares to the extent\nthen subject to the Forfeiture  Restrictions.  The prohibition  against transfer\nand the  obligation  to forfeit and surrender  Restricted  Shares to the Company\nupon   termination  of  employment   are  herein   referred  to  as  'Forfeiture\nRestrictions.' The Forfeiture Restrictions shall be binding upon and enforceable\nagainst any transferee of Restricted Shares.\n\n\n\n\n\n\n\n                (b)   Lapse   of   Forfeiture   Restrictions.   The   Forfeiture\nRestrictions  shall lapse as to the  Restricted  Shares in  accordance  with the\nfollowing schedule provided that Employee has been continuously  employed by the\nCompany from the date of this Agreement through the lapse date:\n\n<font size=\"2\">\n                                                  Percentage of Total\n                                                  Number of Restricted Shares\n                                                  as to Which Forfeiture\n         Lapse Date                               Restrictions Lapse \n                                                  \n\nFirst Anniversary of the\n  date of this Agreement                                12.5%\n\nSecond Anniversary of the\n  date of this Agreement                                12.5%\n\nThird Anniversary of the\n  date of this Agreement                                12.5%\n\nFourth Anniversary of the\n  date of this Agreement                                12.5%\n\nFifth Anniversary of the\n  date of this Agreement                                12.5%\n\nSixth Anniversary of the\n  date of this Agreement                                12.5%\n\nSeventh Anniversary of the\n  date of this Agreement                                12.5%\n\nEighth Anniversary of the\n  date of this Agreement                                12.5%\n<\/font>\n\n                (c)  Notwithstanding  the  provisions  of  subparagraph  (b)  of\nParagraph 2, the Forfeiture Restrictions shall lapse as to all of the Restricted\nShares on the earlier of (i) the occurrence of a Corporate  Change (as such term\nis defined in the Plan), or (ii) the date Employee's employment with the Company\nis terminated by reason of death,  disability (disability being defined as being\nphysically  or mentally  incapable of performing  Employee's  usual duties as an\nemployee, with such condition likely to remain continuously and permanently,  as\ndetermined  by the  Committee  which  administers  the Plan (the  'Committee')),\n\n                                       2\n\n\n\n\n\nretirement on or after age sixty-two or retirement  prior to age sixty-two  with\nconsent of the Committee,  or (iii) involuntary termination by the Company other\nthan for Cause or (iv) Employee's termination of his employment with the Company\n(y) because of a material breach by the Company of any material provision of any\nemployment  agreement between the Company and Employee which remains uncorrected\nfor thirty (30) days following  written notice of such breach by Employee to the\nCompany or (z) within six (6) months of a material  reduction in Employee's rank\nor responsibilities  with the Company. For purposes of this Agreement,  the term\n'Cause' shall mean any of (i) Employee's gross negligence or willful  misconduct\nin the performance of the duties and services  required of Employee  pursuant to\nthis  Agreement,  (ii)  Employee's  final  conviction  of  a  felony;  or  (iii)\nEmployee's  material  breach of any material  provision of this Agreement  which\nremains uncorrected for thirty (30) days following written notice to Employee by\nthe Company of such breach.\n\n                (d) Certificates. A certificate evidencing the Restricted Shares\nshall be issued by the  Company  in  Employee's  name,  or at the  option of the\nCompany,  in the name of a nominee of the  Company,  pursuant to which  Employee\nshall have voting rights and shall be entitled to receive all  dividends  unless\nand until the Restricted Shares are forfeited pursuant to the provisions of this\nAgreement.  The  certificate  shall bear a legend  evidencing  the nature of the\nRestricted  Shares,  and the Company may cause the  certificate  to be delivered\nupon issuance to the Secretary of the Company or to such other depository as may\nbe  designated  by  the  Company  as a  depository  for  safekeeping  until  the\nforfeiture occurs or the Forfeiture  Restrictions lapse pursuant to the terms of\nthe Plan and this award. Upon request of the Committee or its delegate, Employee\nshall deliver to the Company a stock power,  endorsed in blank,  relating to the\nRestricted Shares then subject to the Forfeiture Restrictions. Upon the lapse of\nthe Forfeiture  Restrictions  without forfeiture,  the Company shall cause a new\ncertificate or  certificates to be issued without legend in the name of Employee\nfor the shares upon which Forfeiture  Restrictions  lapsed.  Notwithstanding any\nother  provisions of this  Agreement,  the issuance or delivery of any shares of\nStock (whether  subject to  restrictions or  unrestricted)  may be postponed for\nsuch period as may be required to comply  with  applicable  requirements  of any\nnational  securities  exchange or any  requirements  under any law or regulation\napplicable to the issuance or delivery of such shares.  The Company shall not be\nobligated  to issue or deliver  any shares of Stock if the  issuance or delivery\nthereof  shall  constitute  a violation  of any  provision  of any law or of any\nregulation of any governmental authority or any national securities exchange.\n\n         3. Withholding of Tax. To the extent that the receipt of the Restricted\nShares or the lapse of any Forfeiture Restrictions results in income to Employee\nfor federal or state income tax purposes,  Employee shall deliver to the Company\nat the time of such  receipt or lapse,  as the case may be, such amount of money\nor  shares  of  unrestricted  Stock  as the  Company  may  require  to meet  its\n\n\n                                       3\n\n\n\n\n\nwithholding  obligation  under  applicable  tax  laws or  regulations,  and,  if\nEmployee  fails to do so, the Company is authorized to withhold from any cash or\nStock remuneration then or thereafter payable to Employee any tax required to be\nwithheld by reason of such resulting compensation income.\n\n         4. Status of Stock. Employee agrees that the Restricted Shares will not\nbe  sold or  otherwise  disposed  of in any  manner  which  would  constitute  a\nviolation of any  applicable  federal or state  securities  laws.  Employee also\nagrees (i) that the  certificates  representing  the Restricted  Shares may bear\nsuch  legend or  legends as the  Company  deems  appropriate  in order to assure\ncompliance with applicable  securities laws, (ii) that the Company may refuse to\nregister the transfer of the Restricted  Shares on the stock transfer records of\nthe  Company  if such  proposed  transfer  would be in the  opinion  of  counsel\nsatisfactory to the Company constitute a violation of any applicable  securities\nlaw and (iii) that the Company may give  related  instructions  to its  transfer\nagent, if any, to stop registration of the transfer of the Restricted Shares. If\nEmployee  desires to sell any shares of Common  Stock  acquired  pursuant to the\nprovisions of this Agreement upon which restrictions have theretofore lapsed and\nif such shares may not be sold on the open market without registration  pursuant\nto applicable  securities  laws,  then the Company  shall,  within five (5) days\nafter notice from the Employee  indicating his intention to sell such shares and\nthe number of shares to be sold,  purchase  for cash such  shares at a price per\nshare based on the closing  sales price for shares of Common Stock traded on the\nNew York Stock Exchange on the date of receipt by the Company of said notice.\n\n         5. Employment  Relationship.  For purposes of this Agreement,  Employee\nshall be considered  to be in the  employment of the Company as long as Employee\nremains an employee of either the Company, any successor corporation or a parent\nor subsidiary corporation (as defined in section 424 of the Code) of the Company\nor any successor corporation. Any question as to whether and when there has been\na termination of such employment,  and the cause of such  termination,  shall be\ndetermined by the Committee, and its determination shall be final.\n\n         6. Committee's  Powers. No provision  contained in this Agreement shall\nin any way  terminate,  modify or  alter,  or be  construed  or  interpreted  as\nterminating, modifying or altering any of the powers, rights or authority vested\nin the Committee or, to the extent  delegated,  in its delegate  pursuant to the\nterms of the Plan or resolutions adopted in furtherance of the Plan,  including,\nwithout limitation,  the right to make certain determinations and elections with\nrespect to the Restricted Shares.\n\n         7. Binding  Effect.  This Agreement  shall be binding upon and inure to\nthe benefit of any successors to the Company and all persons  lawfully  claiming\nunder Employee.\n\n\n                                       4\n\n\n\n\n\n         8. Governing Law. This Agreement shall be governed by, and construed in\naccordance with, the laws of the State of Texas,  excluding any  conflict-of-law\nrule or principle that might refer to the laws of another State or country.\n\n         IN WITNESS  WHEREOF,  the Company has caused this  Agreement to be duly\nexecuted by an officer thereunto duly authorized, and Employee has executed this\nAgreement, all as of the date first above written.\n\n\n                                               HALLIBURTON COMPANY\n\n\n                                               By:------------------------------\n                                                     Thomas H. Cruikshank\n                                                     Chairman of the Board and\n                                                     Chief Executive Officer\n\n \n                                                  ------------------------------\n                                                     Richard. B. Cheney\n                                                     Employee\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n                                       \n\n\n\n                                       5\n\n\n\n\n\n\n\nPlease Check Appropriate Item (One of the boxes must be checked):\n\n         ---      I do not desire the alternative tax treatment provided for\n         ---      in the Internal Revenue Code Section 83(b).\n\n         ---*     I do desire the alternative tax treatment provided for in\n         ---      Internal Revenue Code Section 83(b) and desire that forms\n                           for such purpose be forwarded to me.\n\n\n\n*        I acknowledge  that the Company has suggested that before this block is\n         checked that I check with a tax consultant of my choice.\n\n\n\nPlease furnish the following information for shareholder records:\n\n\n\n- ----------------------------                         ------------------------\n(Given name and initial must be used                 Social Security Number\n for stock registry)                                 (if applicable)\n\n\n- ----------------------------                         ------------------------\n                                                     Birth Date\n                                                     Month\/Day\/Year\n\n\n- ----------------------------                         ------------------------\n                                                     Name of Employer\n\n\n- ----------------------------                         ------------------------\nAddress (Zip Code)                                   Day phone number\n\nUnited States Citizen:  Yes         No___\n\n\n\n\n             PROMPTLY NOTIFY THIS OFFICE OF ANY CHANGE IN ADDRESS.\n\n\n\n                                       6\n\n\n\n\n\n\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-39846","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\/39846","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=39846"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39846"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39846"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39846"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}