{"id":39847,"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-robert-f.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"executive-employment-agreement-halliburton-co-and-robert-f","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/executive-employment-agreement-halliburton-co-and-robert-f.html","title":{"rendered":"Executive Employment Agreement &#8211; Halliburton Co. and Robert F. Heinemann"},"content":{"rendered":"<pre>                         EXECUTIVE EMPLOYMENT AGREEMENT\n\n\n         This Executive Employment Agreement  (\"Agreement\"),  is entered into by\nand  between   Halliburton   Company   (\"Employer\")  and  Robert  F.  Heinemann,\n(\"Employee\"), to be effective on February 28, 2000 (the \"Effective Date\").\n\n                              W I T N E S S E T H:\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\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\nthe date of termination of Employee's  employment  pursuant to the provisions of\nArticle 3 (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\nVice  President and Chief  Technology  Officer of Employer.  Employee  agrees to\nserve in the assigned  position or in such other executive  capacities as may be\nrequested  from time to time by Employer  and to perform  diligently  and to the\nbest of  Employee's  abilities  the duties  and  services  appertaining  to such\npositions as reasonably  determined by Employer,  as well as such  additional or\ndifferent duties and services  appropriate to such positions which Employee from\ntime to time may be reasonably 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 Employer may establish from time to time,  including,\nwithout limitation,  the Halliburton Company Code of Business Conduct (the \"Code\nof 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  Employer  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\nnot  conflict  with the  business  and  affairs of the  Halliburton  Entities or\n\n                                      \n\n\ninterfere with Employee's performance of his 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  Employer'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\nduty of  loyalty,  fidelity  and  allegiance  to act at all  times  in the  best\ninterests of the Employer  and the other  Halliburton  Entities and to do no act\nwhich  would,  directly  or  indirectly,  injure  any  such  entity's  business,\ninterests, or reputation.  It is agreed that any direct or indirect interest in,\nconnection with, or benefit from any outside activities, particularly commercial\nactivities,  which interest might in any way adversely affect  Employer,  or any\nHalliburton  Entity,  involves a possible conflict of interest.  In keeping with\nEmployee's fiduciary duties to Employer, Employee agrees that Employee shall not\nknowingly  become  involved  in a conflict  of  interest  with  Employer  or the\nHalliburton  Entities,  or upon  discovery  thereof,  allow such a  conflict  to\ncontinue.  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.  The parties understand  and agree that  Employee will office at a\nlocation  in the  Dallas,  Texas area  until his  daughter  graduates  from high\nschool.  Thereafter,  Employee  will  office in a  Halliburton  facility  in the\nHouston, Texas area.\n\n         1.7.  Nothing  contained  herein  shall be  construed  to preclude  the\ntransfer of Employee's  employment to another  Halliburton  Entity  (\"Subsequent\nEmployer\") as of, or at any time after,  the Effective Date and no such transfer\nshall be deemed to be a  termination  of  employment  for  purposes of Article 3\nhereof; provided, 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\n$275,000  per  annum  which  shall be paid in  accordance  with  the  Employer's\nstandard  payroll  practice for its  executives.  Employee's  base salary may be\nincreased from time to time with the approval of the  Compensation  Committee of\nHalliburton's Board of Directors (the \"Compensation Committee\") or its delegate,\nas  applicable.  Such increased base salary shall become the minimum base salary\nunder this  Agreement  and may not be decreased  thereafter  without the written\nconsent of Employee.\n\n                                       2\n\n\n         2.2.  Beginning on  the Effective  Date and  for the  remainder  of the\nTerm, Employee shall participate in the Halliburton Annual  Performance Pay Plan\n(the \"Performance Pay 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.  The foregoing  notwithstanding,  Employee's payout opportunity in\nthe Performance Pay Plan for the 2000 plan year shall be 50% of base  salary  if\nHalliburton Company achieves its target  goal  and  100% if its  challenge-level\ngoal is attained,  prorated from the Effective  Date through the end of the plan\nyear.\n\n         2.3.  Employer  shall grant to Employee under the  Halliburton  Company\n1993 Stock and Long-Term  Incentive Plan (the \"1993 Plan\") a non-qualified stock\noption to purchase up to 12,000 shares of Employer's common stock at an exercise\nprice equal to the closing  price of  Employer's  common stock on the  Effective\nDate.  The other terms and  conditions of such option are set forth in Exhibit A\nattached hereto, and forming a part of, this Agreement.\n\n         2.4.  Employer will grant to Employee  under the 1993 Plan 5,000 shares\nof  Employer's  common  stock  subject  to  restrictions  and  other  terms  and\nconditions set forth in Exhibit B attached  hereto,  and forming a part of, this\nAgreement.\n\n         2.5.  During the Term, Employer shall pay or reimburse Employee for all\nactual,  reasonable and customary expenses incurred by Employee in the course of\nhis  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         2.6.  While  employed  by  Employer,   Employee  shall  be  allowed  to\nparticipate,  on the same  basis  generally  as  other  executive  employees  of\nEmployer,  in  all  general  employee  benefit  plans  and  programs,  including\nimprovements  or  modifications  of the  same,  which on the  Effective  Date or\nthereafter  are  made  available  by  Employer  to all or  substantially  all of\nEmployer's  similarly situated executive  employees.  Such benefits,  plans, and\nprograms may include, without limitation, medical, health, and dental care, life\ninsurance,  disability  protection,  and qualified and non-qualified  retirement\nplans. Except as specifically  provided herein,  nothing in this Agreement is to\nbe  construed  or  interpreted  to  increase  or  alter  in any way the  rights,\nparticipation,  coverage,  or benefits under such benefit plans or programs than\nprovided to similarly  situated  executive  employees  pursuant to the terms and\nconditions  of such  benefit  plans and  programs.  While  employed by Employer,\nEmployee  shall be eligible to receive  awards  under the 1993 Stock Plan or any\nsuccessor stock-related plan adopted by Employer's Board of Directors; provided,\nhowever,  that the foregoing  shall not be construed as a guarantee with respect\n\n                                       3\n\n\nto the type,  amount or frequency of such awards,  if any, such decisions  being\nsolely within the discretion of the Compensation  Committee or its delegate,  as\napplicable.\n\n         2.7.  Employer  shall not, by reason of this Article 2, be obligated to\ninstitute,  maintain, or refrain from changing,  amending or discontinuing,  any\nincentive  compensation,  employee  benefit or stock or stock option  program or\nplan,  so long as such actions are  similarly  applicable  to covered  employees\ngenerally.\n\n         2.8.  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\nthe death 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         (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 his 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\n                                       4\n\n\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                  diminution in the nature or scope of Employee's job functions,\n                  duties or responsibilities.\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\nforegoing circumstances,  all future compensation to which Employee is otherwise\nentitled and all future  benefits for which Employee is eligible shall cease and\nterminate as of the date of termination, except as specifically provided in this\nSection 3.2.  Employee,  or his estate in the case of Employee's death, shall be\nentitled to pro rata base salary through the date of such  termination and shall\nbe entitled to any individual bonuses or individual  incentive  compensation not\nyet paid 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 he  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         3.3.  If Employee's  employment is  terminated  by  Employee  for  Good\nReason or by  Employer  for any reason  other  than as set forth in Section  3.2\nabove, Employee shall be entitled 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\n                  Employer's common stock previously  granted to Employee  under\n                  the 1993 Plan, and any similar plan adopted by Employer in the\n                  future,  which at  the date of  termination of  employment are\n                  subject to  restrictions (the  \"Restricted  Shares\")  will  be\n                  treated in a manner consistent with Employer's  past practices\n                  for treatment of Restricted  Shares  held by executives  whose\n                  employment  was  involuntarily  terminated  by a  Halliburton\n                  Entity for reasons other than Cause, which, in most instances,\n                  have been to forfeit  the  Restricted  Shares  and pay to such\n                  executive a lump  sum cash payment  equal to the  value of the\n                  Restricted  Shares  (based on the closing price of  Employer's\n\n                                       5\n\n\n                  common stock  on the New  York Stock Exchange  on the  date of\n                  termination of employment);  although in some cases,  Employer\n                  has, in lieu of, or in combination with, the foregoing  and in\n                  its  discretion,  caused   the  forfeiture  restrictions  with\n                  respect to all or a portion  of the Restricted Shares to lapse\n                  and  provided  for  the  retention  of  such  shares  by  such\n                  executive.\n\n         (ii)     Subject to the  provisions of Section 3.4,  Employer shall pay\n                  to Employee a severance  benefit  consisting  of a single lump\n                  sum cash payment equal to two years' of Employee's base salary\n                  as  in  effect  at  the  date  of  Employee's  termination  of\n                  employment. Such severance benefit shall be paid no later than\n                  sixty   (60)  days   following   Employee's   termination   of\n                  employment.\n\n         (iii)    Employee  shall  be  entitled  to any  individual  bonuses  or\n                  individual  incentive  compensation  not yet paid but  payable\n                  under  Employer's  plans  for  years  prior  to  the  year  of\n                  Employee's  termination of  employment.  Such amounts shall be\n                  paid to Employee  in a single  lump sum cash  payment no later\n                  than  sixty  (60) days  following  Employee's  termination  of\n                  employment.\n\n         (iv)     Employee  shall  be  entitled  to any  individual  bonuses  or\n                  individual  incentive  compensation under Employer's plans for\n                  the year of Employee's termination of employment determined as\n                  if Employee  had  remained  employed by the  Employer  for the\n                  entire  year.  Such  amounts  shall be paid to Employee at the\n                  time  that  such  amounts  are  paid  to  similarly   situated\n                  employees  except  that no  portion of such  amounts  shall be\n                  deferred to future years.\n\n         3.4.  The  severance  benefit paid to Employee  pursuant to Section 3.3\nshall be in consideration of Employee's  continuing  obligations hereunder after\nsuch termination,  including,  without limitation,  Employee's obligations under\nArticle 4.  Further,  as a condition to the receipt of such  severance  benefit,\nEmployer,  in its sole  discretion,  may  require  Employee  to first  execute a\nrelease,  in the form established by Employer,  releasing Employer and all other\nHalliburton Entities, and their officers, directors, employees, and agents, from\nany and all  claims  and  from  any and all  causes  of  action  of any  kind or\ncharacter,  including,  but not  limited  to,  all  claims  and causes of action\narising out of Employee's  employment  with  Employer and any other  Halliburton\nEntities or the  termination of such  employment.  The performance of Employer's\nobligations  under Section 3.3 and the receipt of the severance benefit provided\nthereunder by Employee shall  constitute  full settlement of all such claims and\ncauses of action.  Employee shall not be under any duty or obligation to seek or\naccept other employment  following a termination of employment pursuant to which\na  severance  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\n\n                                       6\n\n\nand exclusive liability to Employee under this Agreement,  in contract,  tort or\notherwise,  for the  termination of his 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\nthose  obligations  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         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,\n\n                                       7\n\n\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.  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 his 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\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         4.4.  For purposes of this Article 4, \"affiliates\" shall mean  entities\nin which Employer has a 20% or more direct or indirect equity interest.\n\n         4.5.  Employee  has  entered  into a letter  agreement  dated as of the\nEffective  Date, a copy of which is attached to this Agreement as Exhibit C (the\n\"Letter  Agreement\").  Employee  acknowledges  that he has received a memorandum\nfrom Lester L. Coleman, Employer's Executive Vice President and General Counsel,\ndated as of the  Effective  Date  concerning  protection of the trade secrets of\nEmployee's prior employer, Exxon Mobil Corporation. A copy of such memorandum is\nattached to this  Agreement  as Exhibit D.  Employee  agrees that he will comply\nwith the terms of the Letter Agreement and the provisions of such memorandum.\n\nARTICLE 5: MISCELLANEOUS:\n\n         5.1.  Except as otherwise provided in Section 4.4 hereof,  for purposes\nof this 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 Employer or in which Employer has\na 50% or more equity interest.\n\n                                       8\n\n\n         5.2.  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 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 his last known personal residence.\n\n         5.3.  This Agreement  shall be governed  by and construed and enforced,\nin all respects in accordance with the law of the State of Texas, without regard\nto principles of  conflicts of law,  unless  preempted  by federal law, in which\ncase federal 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\nany breach by the other party of, or to require  compliance  with, any condition\nor provision 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,\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         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                                       9\n\n\n\n         5.7.  This Agreement  shall be binding upon and inure to the benefit of\nEmployer, to the extent herein provided, and any other person,  association,  or\nentity which may hereafter acquire or succeed to all or substantially all of the\nbusiness or assets of  Employer  by any means  whether  direct or  indirect,  by\npurchase, merger, consolidation, or otherwise. Employee's rights and obligations\nunder this Agreement are personal and such rights,  benefits, and obligations of\nEmployee shall not be  voluntarily  or  involuntarily  assigned,  alienated,  or\ntransferred, whether by operation of law or otherwise, without the prior written\nconsent  of  Employer,  other  than in the  case of  death  or  incompetence  of\nEmployee.\n\n         5.8.  This Agreement  replaces and merges any previous  agreements  and\ndiscussions  pertaining to the subject matter covered  herein.  This  Agreement,\ntogether  with the Letter  Agreement,  constitutes  the entire  agreement of the\nparties  with  regard  to the terms of  Employee's  employment,  termination  of\nemployment and severance benefits, and contains all of the covenants,  promises,\nrepresentations,  warranties, and agreements between the parties with respect to\nsuch matters. Each party to this Agreement  acknowledges that no representation,\ninducement,  promise,  or  agreement,  oral or written,  has been made by either\nparty with respect to the foregoing  matters which is not embodied  herein or in\nthe Letter Agreement,  and that no agreement,  statement, or promise relating to\nthe  employment of Employee by Employer that is not contained in this  Agreement\nor in the Letter  Agreement shall be valid or binding.  Any modification of this\nAgreement  will be  effective  only if it is in writing and signed by each party\nwhose rights hereunder are affected thereby, provided that any such modification\nmust be authorized or approved by the Compensation Committee or its delegate, as\nappropriate.\n\n         IN WITNESS  WHEREOF,  Employer and  Employee  have duly  executed  this\nAgreement in multiple originals to be effective on the Effective Date.\n\n                                 HALLIBURTON COMPANY\n\n\n                                 By: \/s\/ David J. Lesar\n                                    -------------------------------------------\n                                         David J. Lesar\n                                         President and Chief Operating Officer\n\n\n                                 EMPLOYEE\n\n\n                                 \/s\/ Robert F. Heinemann\n                                 ----------------------------------------------\n                                     Robert F. Heinemann\n\n\n                                       10\n\n\n                                    Exhibit A\n                        To Executive Employment Agreement\n                         Between Halliburton Company and\n                               Robert F. Heinemann\n\n                       NONSTATUTORY STOCK OPTION AGREEMENT\n                            Granted February 28, 2000\n\nGrantee:                                        Robert F. Heinemann (\"Employee\")\n\nAggregate Number of Shares Subject to Option:   12,000\n\nThe terms and  conditions  of the  Nonstatutory  Stock Option  Agreement are set\nforth on pages 2 through 5.\n\nI  HEREBY  AGREE TO THE  TERMS  AND  CONDITIONS  HEREINAFTER  SET  FORTH IN THIS\nNONSTATUTORY STOCK OPTION AGREEMENT DATED FEBRUARY 28, 2000.\n\n-------------------------------             ----------------------------------\nEmployee Signature                          Date\n\nPlease sign in the space  indicated  above to indicate  your  acceptance of this\nOption grant and complete the information requested below. (Note that all fields\nmust be completed.) RETURN THIS PAGE WITHIN 60 DAYS OF RECEIPT TO:\n\n                  SUSAN S. KEITH\n                  VICE PRESIDENT AND SECRETARY\n                  HALLIBURTON COMPANY\n                  3600 LINCOLN PLAZA\n                  500 NORTH AKARD STREET\n                  DALLAS, TEXAS 75201-3391\n                  FAX:  (214) 978-2783    (facsimile copies are acceptable)\n\n\n                                  PLEASE PRINT\n\n-------------------------------             ----------------------------------\nName (First, Middle Initial, Last)          U.S. Social Security Number\n                                            (if applicable)\n\n-------------------------------             ----------------------------------\nAddress (Street)                            Foreign I.D. (if applicable)\n\n-------------------------------             ----------------------------------\nAddress (City and State\/Province)           Birth Date (Month\/Day\/Year)\n\n-------------------------------             ----------------------------------\nAddress (Postal Code, Country)              Name of Employer (Business Unit)\n\n                                            ----------------------------------\nUnited States Citizen:  Yes___  No___       Daytime Phone Number\n\n                                       1\n\n\n                       NONSTATUTORY STOCK OPTION AGREEMENT\n                              TERMS AND CONDITIONS\n\n         AGREEMENT  made  as  of  the  28th  day  of  February,   2000,  between\nHALLIBURTON COMPANY, a Delaware corporation (the \"Company\"), and 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 the number of\nshares of Stock set forth on the preceding page, on the terms and conditions set\nforth herein and in the Plan, which Plan is incorporated  herein by reference as\na part of this Agreement. This Option shall not be treated as an incentive stock\noption  within the meaning of section  422(b) of the  Internal  Revenue  Code of\n1986, as amended (the \"Code\").\n\n         2. Purchase Price.  The purchase price of Stock  purchased  pursuant to\nthe exercise of this Option shall be $35.00 per share, which has been determined\nto be not less than the fair  market  value of the Stock at the date of grant of\nthis  Option.  For all  purposes of this  Agreement,  fair market value of Stock\nshall 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                                               Percentage of Shares\n             Number of Full Years              That May be Purchased\n             --------------------              ---------------------\n             Less than    1 year                            0%\n                          1 year                       33-1\/3%\n                          2 years                          67%\n                          3 years                         100%\n\n         This Option is not  transferable  otherwise than by will or the laws of\ndescent and distribution or pursuant to a \"qualified  domestic  relations order\"\nas defined by the Code and may be exercised during  Employee's  lifetime only by\nEmployee,  Employee's  guardian or legal  representative or a transferee under a\nqualified  domestic  relations  order.  Upon any  attempt to  transfer,  assign,\npledge,  hypothecate  or  otherwise  dispose  of this  Option or of such  rights\ncontrary  to the  provisions  hereof  or in the  Plan,  or upon  the levy of any\nattachment or similar  process upon this Option or such rights,  this Option and\nsuch rights shall immediately become null and void. This Option may be exercised\nonly while Employee remains an employee of the Company, subject to the following\nexceptions:\n\n                                       2\n\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 either the Employee's usual duties as\n         an  Employee  or any  other  duties  as an  Employee  that the  Company\n         reasonably  makes  available  and such  condition  is  likely to remain\n         continuously and permanently, as determined by the Company or employing\n         subsidiary),  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 of three years  following  such\n         termination.\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 of three years following the date of Employee's death.\n\n                  (c) If Employee's  employment  with the Company  terminates by\n         reason of normal  retirement  at or after age 65,  this  Option  may be\n         exercised  by  Employee  at any time  during the  period  ending on the\n         Expiration Date (as defined below), but only as to the number of shares\n         Employee  was  entitled  to  purchase  on the date of such  exercise in\n         accordance  with the schedule set forth above.  In connection  with the\n         termination  of  Employee's  employment  with the  Company by reason of\n         early retirement,  applicable management of the Company and\/or business\n         unit may  recommend to the Committee or its  delegate,  as  applicable,\n         that this Option be  retained.  In such  event,  the  Committee  or its\n         delegate,  as the case may be, shall consider such  recommendation  and\n         may, in the Committee's or such delegate's sole discretion, approve the\n         retention of this Option following such early retirement, in which case\n         the Option may be  exercised  by Employee at any time during the period\n         ending  on the  Expiration  Date,  but only as to the  number of shares\n         Employee  was  entitled  to  purchase  on the date of such  exercise in\n         accordance with the schedule set forth above.  If, after  retirement as\n         set forth above,  Employee  should die, this Option may be exercised in\n         full by  Employee's  estate (or the person who acquires  this Option by\n         will or the laws of descent and  distribution or otherwise by reason of\n         the death of the  Employee)  during the period ending on the earlier of\n         the Expiration Date or the third  anniversary of the date of Employee's\n         death.\n\n                  (d) If Employee's  employment with the Company  terminates for\n         any reason other than those set forth in subparagraphs  (a) through (c)\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  by  delivery   (including   by  facsimile\ntransmission)  to the Company of an executed  irrevocable  option exercise form,\ncoupled with  irrevocable  instructions  to a  broker-dealer  designated  by the\nCompany to simultaneously sell a sufficient number of the shares as to which the\n\n                                       3\n\n\noption is  exercised  and deliver  directly to the Company  that  portion of the\nsales proceeds  representing the exercise price. No fraction of a share of Stock\nshall be issued by the  Company  upon  exercise  of an Option or accepted by the\nCompany in payment of the purchase price thereof; rather, Employee shall provide\na cash  payment  for such  amount as is  necessary  to effect the  issuance  and\nacceptance  of only whole  shares of Stock.  Unless and until a  certificate  or\ncertificates  representing  such shares shall have been issued by the Company to\nEmployee, Employee (or the person permitted to exercise this Option in the event\nof  Employee's  death) shall not be or have any of the rights or privileges of a\nshareholder of the Company with respect to shares acquirable upon an exercise of\nthis 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         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         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                                       4\n\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.\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                                          ------------------------------------\n                                           David J. Lesar\n                                           President and Chief Operating\n                                                 Officer\n\n                                       5\n\n\n                                    Exhibit B\n                        To Executive Employment Agreement\n                         Between Halliburton Company and\n                               Robert F. Heinemann\n\n                           RESTRICTED STOCK AGREEMENT\n\n\n         AGREEMENT  made  as  of  the  28th  day  of  February,   2000,  between\nHALLIBURTON  COMPANY,  a Delaware  corporation  (the  \"Company\"),  and Robert F.\nHeinemann (\"Employee\").\n\n         1.   Award.\n\n              (a)  Shares. Pursuant to  the Halliburton  Company 1993 Stock  and\nLong-Term Incentive Plan (the \"Plan\") 5,000 shares (the \"Restricted  Shares\") of\nthe Company's common stock, par value $2.50 per share (\"Stock\"), shall be issued\nas  hereinafter  provided in  Employee's  name  subject to certain  restrictions\nthereon.\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 or employing  subsidiary for any reason\nother than (i) normal retirement on or after age sixty-five, (ii) death or (iii)\ndisability as determined  by the Company or employing  subsidiary,  or except as\notherwise  provided  in the  last  two  sentences  of  subparagraph  (b) of this\nParagraph 2, Employee shall,  for no  consideration,  forfeit to the Company all\nRestricted Shares to the extent then subject to the Forfeiture Restrictions. The\nprohibition  against  transfer  and the  obligation  to  forfeit  and  surrender\nRestricted  Shares to the Company  upon  termination  of  employment  are herein\nreferred to as \"Forfeiture  Restrictions.\" The Forfeiture  Restrictions shall be\nbinding upon and enforceable against any transferee of Restricted Shares.\n\n              (b)  Lapse of Forfeiture Restrictions. The Forfeiture Restrictions\nshall lapse  as to the  Restricted  Shares  in  accordance  with  the  following\nschedule provided  that Employee has  been continuously  employed by the Company\nfrom the date of this Agreement through the lapse date:\n\n                                       1\n\n\n                                                     Percentage of Total\n                                                 Number of Restricted Shares\n                                                   as to Which Forfeiture\n      Lapse Date                                     Restrictions Lapse\n      ----------                                 ---------------------------\nFirst Anniversary of the\n  date of this Agreement                                    10%\n\nSecond Anniversary of the\n  date of this Agreement                                    10%\n\nThird Anniversary of the\n  date of this Agreement                                    10%\n\nFourth Anniversary of the\n  date of this Agreement                                    10%\n\nFifth Anniversary of the\n  date of this Agreement                                    10%\n\nSixth Anniversary of the\n  date of this Agreement                                    10%\n\nSeventh Anniversary of the\n  date of this Agreement                                    10%\n\nEighth Anniversary of the\n  date of this Agreement                                    10%\n\nNinth Anniversary of the\n  date of this Agreement                                    10%\n\nTenth Anniversary of the\n  date of this Agreement                                    10%\n\nNotwithstanding the foregoing, the Forfeiture Restrictions shall lapse as to all\nof the  Restricted  Shares on the earlier of (i) the  occurrence  of a Corporate\nChange  (as  such  term is  defined  in the  Plan),  (ii)  the  date  Employee's\nemployment  with the Company is  terminated by reason of death,  disability  (as\ndetermined by the Company or employing  subsidiary)  or normal  retirement on or\nafter age sixty-five or (iii) the date on which  Employee shall become  entitled\nto the  severance  benefits set forth in Section 3.3 of that  certain  Executive\nEmployment  Agreement  by and between  Employee  and the  Company.  In the event\nEmployee's  employment is terminated for any other reason,  including retirement\nprior  to  age  sixty-five  with  the  approval  of  the  Company  or  employing\nsubsidiary,  the Committee which  administers the Plan (the  \"Committee\") or its\ndelegate,  as  appropriate,  may, in the  Committee's  or such  delegate's  sole\ndiscretion,  approve  the  lapse  of  Forfeiture  Restrictions  as to any or all\nRestricted Shares still subject to such restrictions, such lapse to be effective\non the date of such approval or Employee's termination date, if later.\n\n                                       2\n\n\n              (c)  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\nRestricted Shares or the lapse of any Forfeiture Restrictions results in  income\nto Employee for federal or state income tax purposes,  Employee shall deliver to\nthe Company  at the time  of such  receipt  or lapse,  as the  case may be, such\namount of  money or shares of  unrestricted Stock as the Company  may require to\nmeet its  withholding obligation under applicable  tax laws or regulations, and,\nif Employee  fails to do so, the Company is authorized to withhold from any cash\nor Stock remuneration then or thereafter payable to Employee any tax required to\nbe withheld by reason of such resulting compensation income.\n\n         4.   Status of Stock. Employee  agrees that the  Restricted Shares will\nnot be 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.\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,  or  its  delegate,  as  appropriate,   and  its\ndetermination 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                                       3\n\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\nin accordance with, the laws of the State of Texas.\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\n                                       By:\n                                          -----------------------------------\n                                           David J. Lesar\n                                           President and Chief Operating\n                                                 Officer\n\n\n                                          -------------------------------\n                                           Employee\n\n                                       4\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(Given name and initial must be used                 Social Security Number\n for stock registry)                                 (if applicable)\n\n----------------------------                         ------------------------\n                                                     Birth Date\n                                                     Month\/Day\/Year\n\n----------------------------                         ------------------------\n                                                     Name of Employer\n\n----------------------------                         ------------------------\nAddress (Zip Code)                                   Day phone number\n\nUnited States Citizen:  Yes___ No___\n\n              PROMPTLY NOTIFY THIS OFFICE OF ANY CHANGE IN ADDRESS.\n\n                                       5\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-39847","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\/39847","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=39847"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39847"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39847"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39847"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}