{"id":39850,"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-william-e3.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"executive-employment-agreement-halliburton-co-and-william-e3","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/executive-employment-agreement-halliburton-co-and-william-e3.html","title":{"rendered":"Executive Employment Agreement &#8211; Halliburton Co. and William E. Bradford"},"content":{"rendered":"<pre>\n                         EXECUTIVE EMPLOYMENT AGREEMENT\n\n\n         This  Executive  Employment  Agreement  ('Agreement'),   including  the\nattached  Exhibits  'A' and 'B',  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 William E. Bradford, an\nindividual currently residing at 3835 Potomac, Dallas, Texas 75205 ('Employee'),\nto be effective  on the later of the date of execution of this  Agreement by the\nparties  hereto or the effective date of the merger  between  Halliburton  N.C.,\nInc. and Dresser  Industries, Inc. (the  'Merger') pursuant to the terms of that\ncertain  Agreement  and Plan of Merger  (the  'Merger  Agreement')  by and among\nEmployer,  Halliburton N.C., Inc. and Dresser Industries, Inc. ('Dresser') dated\nFebruary 25, 1998 (the '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\nARTICLE 1:                 EMPLOYMENT AND DUTIES\n\n1.1      Employer agrees to employ Employee,  and Employee agrees to be employed\n         by Employer,  beginning as of the Effective Date and  continuing  until\n         January 31, 2000 (the 'Term'),  subject to the terms and  conditions of\n         this Agreement.\n\n1.2      Beginning on the Effective Date, Employee shall be employed as Chairman\n         of the Board of Directors of Employer.  Employee agrees to serve in the\n         assigned  position  and  to  perform  diligently  and to  the  best  of\n         Employee's  abilities  the duties  and  services  appertaining  to such\n         position as  determined  by  Employer,  as well as such  additional  or\n         different  duties  and  services  appropriate  to such  position  which\n         Employee  from time to time may be  reasonably  directed  to perform by\n         Employer.  As of the  Effective  Date,  Employee  shall be elected as a\n         member of Employer's  Board of Directors.  Employee  shall at all times\n         comply with and be subject to such policies and  procedures as Employer\n         may establish from time to time,  including,  without  limitation,  the\n         Halliburton Company Code of Business Conduct.\n\n1.3      Employee shall, during the period of Employee's employment by Employer,\n         devote Employee's full business time,  energy,  and best efforts to the\n         business and affairs of Employer.  Employee may not engage, directly or\n         indirectly,  in  any  other  business,  investment,  or  activity  that\n         interferes with Employee's  performance of Employee's duties hereunder,\n         is contrary to the interests of Employer,  or requires any  significant\n\n\n\n\n\n         portion of Employee's business time. The foregoing notwithstanding, the\n         parties  recognize  and agree  that  Employee  may  engage  in  passive\n         personal  investments  and  other  business  activities  which  do  not\n         conflict  with the  business  and affairs of the  Employer or interfere\n         with Employee's  performance of his duties  hereunder.  In that regard,\n         Employee   may  serve  on  the  board  of  directors  of  up  to  three\n         unaffiliated corporations of his choice, so long as service on any such\n         board  simultaneously with his service on Employer's Board of Directors\n         does not  constitute a violation of federal  statutory  provisions,  or\n         related rules and regulations, pertaining to interlocking directorships\n         and the meeting  times of such boards of directors do not conflict with\n         the meeting times of Employer's Board of Directors.  Except as provided\n         in the  preceding  sentence,  Employee  may not  serve on the  board of\n         directors of any entity other than the Employer during the Term without\n         the  approval  of the  Audit  Committee  of  the  Employer's  Board  of\n         Directors in accordance  with the  Employer's  policies and  procedures\n         regarding  such  service,  which  approval  will  not  be  unreasonably\n         withheld.  Employee  shall be  permitted  to  retain  any  compensation\n         received for such service on other corporations' boards of directors.\n\n1.4      Employee acknowledges and agrees that Employee owes a fiduciary duty of\n         loyalty,  fidelity  and  allegiance  to act at all  times  in the  best\n         interests of the  Employer  and to do no act which would  intentionally\n         injure Employer's  business,  its interests,  or its reputation.  It is\n         agreed that any direct or indirect  interest in,  connection  with,  or\n         benefit   from  any   outside   activities,   particularly   commercial\n         activities,  which interest might in any way adversely affect Employer,\n         or any of its affiliates,  involves a possible conflict of interest. In\n         keeping with Employee's  fiduciary duties to Employer,  Employee agrees\n         that  Employee  shall not  knowingly  become  involved in a conflict of\n         interest with Employer,  or its affiliates,  or upon discovery thereof,\n         allow such a conflict  to  continue.  Moreover,  Employee  agrees  that\n         Employee shall disclose to the Audit Committee of the Employer's  Board\n         of  Directors  any facts  which  might  involve a possible  conflict of\n         interest.\n\n1.5      Effective as of the Effective  Date,  Employer and Employee shall enter\n         into an Indemnification  Agreement  containing the terms and conditions\n         set forth in  Exhibit  A  attached  to,  and  forming  a part of,  this\n         Agreement.\n\nARTICLE 2:                 COMPENSATION AND BENEFITS\n\n2.1      Employee's  base salary during the Term shall be payable at the rate of\n         not less than  $925,000.00  per annum which shall be paid in accordance\n         with the  Employer's  standard  payroll  practice  for its  executives.\n         Employee's  base salary may be  increased  from time to time during the\n         Term in a manner  similar to that used to establish  the base salary of\n         other members of the Executive Committee of Employer, with the approval\n         of the Compensation  Committee of Employer's  Board of Directors.  Such\n\n                                       2\n\n\n\n         increased  base salary  shall become the minimum base salary under this\n         Agreement and may not be decreased during the Term.\n\n2.2      Employee  shall be  entitled  to  receive  the bonus  earned  under the\n         Dresser 1998 Executive  Incentive  Compensation  Plan (the 'Dresser EVA\n         Plan')  for its fiscal  year ended  October  31,  1998,  based upon the\n         actual level of attainment of Dresser's established performance targets\n         for the  period  ended  October  31,  1998 or, if the  actual  level of\n         performance  cannot  be  determined,  a  reasonable  estimate  thereof,\n         provided he remains  employed by the  Employer  during the  entirety of\n         such  period.  Such bonus  shall be payable by Dresser in a single lump\n         sum payment as soon as practicable  following October 31, 1998. For the\n         period  November 1, 1998 through  December 31, 1998,  Employee shall be\n         entitled to a bonus in an amount determined as follows:  (i) Employee's\n         base salary shall be multiplied  by the same  percentage of base salary\n         as used in the calculation of Employee's bonus earned under the Dresser\n         EVA Plan for the period  ended  October  31,  1998 and (ii) the product\n         thereof shall be multiplied by two-twelfths  (2\/12).  Beginning January\n         1, 1999 and for the remainder of the Term,  Employee shall  participate\n         in Employer's  Annual  Performance  Pay Plan,  or any successor  annual\n         incentive  plan  approved by the  Compensation  Committee of Employer's\n         Board of Directors  (the 'CVA Plan');  provided,  however,  that if the\n         bonus  amount  earned by Employee  for any plan year during the Term is\n         less than the average of bonus  amounts  earned by  Employee  under the\n         Dresser  EVA  Plan or the  predecessor  annual  incentive  plan for the\n         fiscal  years ended  October 31,  1997 and 1998 (the  'Average  Dresser\n         Bonus'),  Employer shall pay to Employee an additional cash bonus equal\n         to the difference.  For plan year 2000, the CVA Plan bonus earned shall\n         be prorated  through  the last day of the Term and the Average  Dresser\n         Bonus shall likewise be prorated through such period for the purpose of\n         determining whether or not an additional bonus is payable.\n\n2.3      During the Term,  Employee shall participate in the Halliburton Company\n         1993 Stock and Long-Term Incentive Plan, or any successor stock-related\n         plan adopted by Employer's Board of Directors,  in the same grant cycle\n         for awards under such plan as the other members of Employer's Executive\n         Committee.\n\n2.4.     Employer shall, as of the effective time of the Merger, adopt Dresser's\n         Supplemental Executive Retirement Plan, with such amendments thereto as\n         may  be  necessary  or  appropriate  to  reflect  the  Merger  and  the\n         applicable  provisions  of Section  7.09 of the Merger  Agreement,  and\n         Employee shall continue to participate in such plan in accordance  with\n         its terms, as such may be revised.\n\n2.5      From and after the  Effective  Date,  Employer  shall pay, or reimburse\n         Employee,  for all ordinary,  reasonable  and necessary  expenses which\n         Employee   incurs  in  performing   his  duties  under  this  Agreement\n         including, but not limited to, travel, entertainment, professional dues\n\n                                       3\n\n\n\n         and  subscriptions,  and all dues,  fees and expenses  associated  with\n         membership in various professional, business and civic associations and\n         societies of which Employee's  participation is in the best interest of\n         Employer.\n\n2.6      While employed by Employer,  Employee shall be allowed to  participate,\n         on the same basis generally as other  executive  employees of Employer,\n         in  all  general  employee   benefit  plans  and  programs,   including\n         improvements or  modifications of the same, which on the Effective Date\n         or thereafter  are made  available by Employer to all or  substantially\n         all of  Employer's  executive  employees.  Such  benefits,  plans,  and\n         programs may include,  without limitation,  medical, health, and dental\n         care,  life  insurance,   disability  protection,   and  qualified  and\n         non-qualified retirement plans. Except as specifically provided herein,\n         nothing in this Agreement is to be construed or interpreted to increase\n         or alter in any way the rights,  participation,  coverage,  or benefits\n         under  such  benefit  plans or  programs  than  provided  to  executive\n         employees  pursuant to the terms and  conditions  of such benefit plans\n         and programs.\n\n2.7      Except for the programs  and\/or plans provided in Sections 2.1, 2.2 and\n         2.9 herein, Employer shall not by reason of this Article 2 be obligated\n         to  institute,   maintain,  or  refrain  from  changing,  amending,  or\n         discontinuing,  any incentive  compensation or employee benefit program\n         or plan,  so long as such actions are  similarly  applicable to covered\n         employees generally.\n\n2.8      Employer  may  withhold  from any  compensation,  benefits,  or amounts\n         payable under this Agreement all federal,  state,  city, or other taxes\n         as may be required  pursuant to any law or  governmental  regulation or\n         ruling.\n\n2.9      Employer has assumed certain  obligations with respect to certain plans\n         and  programs  of  Dresser  pursuant  to  Section  7.09  of the  Merger\n         Agreement.  With respect to Employee,  such plans and programs  include\n         the following:\n\n         a.       Exhibit B hereto  sets forth the  Dresser  stock  options  and\n                  tandem restricted  shares held by Employee as of May 12, 1998.\n                  Employer  acknowledges  its  obligations to assume the Dresser\n                  stock options  and the  Dresser  stock  plans  as, and  to the\n                  extent  provided,  under Section 7.09 of the Merger  Agreement\n                  and  to  issue  upon  exercise of  outstanding  stock  options\n                  shares  of  Employer  common  stock  on  a  one-to-one   ratio\n                  (adjusted   pursuant   to   Section   3.01(a)  of  the  Merger\n                  Agreement,  if  applicable)  in  accordance  with the terms of\n                  the  Dresser  stock  plans and  the  underlying  stock  option\n                  agreements.  As  of  the  Effective   Date,   Employee   shall\n                  continue to be entitled  to  all  his stock  option and tandem\n                  restricted  share rights  under outstanding stock options held\n                  by Employee prior to the Effective Date.\n\n\n                                       4\n\n\n\n         b.       Employee  has  93,374   stock  units  in  Dresser's   Deferred\n                  Compensation   Plan,  and  Employer   hereby   recognizes  its\n                  obligation to perform and pay out such  compensation  pursuant\n                  to the terms of such plan.\n\n         c.       Employee is a participant in Dresser's  Performance Stock Unit\n                  Program  for the four (4)  year  cycles  FY 1994 - 1997 and FY\n                  1996 - 1999.  Employer hereby recognizes its obligation to pay\n                  and  perform  under such plan  pursuant to its terms with such\n                  reasonable estimates of the earnings and equity of Dresser for\n                  the  latter  cycle  as may  be  necessitated  by  the  Merger.\n                  Employer  recognizes  that the  performance  target for the FY\n                  1996-1999  cycle of such plan is  average  Return on Equity of\n                  15% or greater.\n\n         d.       Employee  is   a  participant  in  Dresser's   Executive  Life\n                  Insurance  Program.  Employer  acknowledges its obligations to\n                  maintain such program for the benefit of Employee.\n\n         e.       Employee is a participant in Dresser's  Supplemental Executive\n                  Retirement Plan.  Employer hereby acknowledges its obligations\n                  under  Section 2.4 hereof and its  obligations  under  Section\n                  7.09 of the  Merger  Agreement  to  maintain  such  plan  with\n                  respect to  Employee  with the offset  under such plan to take\n                  into account any employer provided  retirement  benefits under\n                  any plans or programs of Employer or any of its subsidiaries.\n\n         f.       Employee is a participant in Dresser's  Retirement Saving Plan\n                  and as such receives 'pension  equalizer'  contributions under\n                  such plan.  Employer  hereby  acknowledges  its obligations to\n                  Employee to maintain such 'pension equalizer' contributions to\n                  such  plan,  the  related   nonqualified  savings  plan  or  a\n                  successor  plan that will  provide  at least the same level of\n                  benefits as the 'pension  equalizer'  arrangement after taking\n                  into account any retirement  benefits  provided to Employee by\n                  any  plans  or  programs  of  the   Employer  or  any  of  its\n                  subsidiaries.\n\n         g.       Employee is eligible for  Dresser's  Retiree  Medical  Benefit\n                  Plan and  Employer  hereby  acknowledges  its  obligations  to\n                  maintain such plan for the benefit of Employee,  except to the\n                  extent  that any  modifications  thereto are  consistent  with\n                  changes in the medical  plans  provided  by  Employer  and its\n                  subsidiaries for similarly situated active employees.\n\n                                       5\n\n\n\n2.10     Employee  shall  be eligible to participate in the Halliburton Elective\n         Deferral Plan of  Employer.\n\nARTICLE 3:                 TERMINATION PRIOR TO EXPIRATION OF TERM AND\n                           EFFECTS OF SUCH TERMINATION:\n\n3.1      Employee's  employment  with Employer  shall be terminated (i) upon the\n         death of Employee, (ii) upon Employee's permanent disability (permanent\n         disability being defined as Employee's physical or mental incapacity to\n         perform his usual duties as an employee with such  condition  likely to\n         remain continuously and permanently);  provided,  however,  that in the\n         event of such  permanent  disability,  Employee's  employment  and full\n         compensation and benefits shall be continued hereunder until the end of\n         the Term, with Employee's compensation during such period being reduced\n         by any Employer-financed  disability benefits, (iii) at any time during\n         the Term by Employer  upon notice to Employee or by Employee upon sixty\n         (60) days' notice to Employer for any or no reason.\n\n3.2      If  Employee's  employment  is  terminated  by reason  of a  'Voluntary\n         Termination' (as hereinafter defined), the death of Employee, permanent\n         disability  of Employee  (as defined in Section 3.1) or by the Employer\n         for 'Cause' (as hereinafter defined),  all future compensation to which\n         Employee  is  otherwise  entitled  and all  future  benefits  for which\n         Employee  is  eligible  shall  cease  and  terminate  as of the date of\n         termination, except as specifically provided in this Section 3.2 and in\n         Section  3.1(ii).  Employee,  or his  estate in the case of  Employee's\n         death,  shall be entitled  to pro rata base salary  through the date of\n         such  termination  and shall be entitled to any  individual  bonuses or\n         individual  incentive  compensation  not yet  paid  but  payable  under\n         Employer's plans for years prior to the year of Employee's  termination\n         of  employment,  but shall not be  entitled  to any bonus or  incentive\n         compensation for the year in which Employee's  employment is terminated\n         or any other  payments or  benefits by or on behalf of Employer  except\n         for those which may be payable  pursuant to the terms of  Dresser's  or\n         Employer's  employee  benefit plans (as  hereinafter  defined),  stock,\n         stock option,  incentive compensation or deferred compensation plans or\n         the applicable  agreements  underlying such plans. For purposes of this\n         Section 3.2, a 'Voluntary  Termination' of the employment  relationship\n         by Employee  prior to expiration of the Term shall be a termination  of\n         employment  in the sole  discretion of and at the election of Employee,\n         other than (i) a  termination  of  Employee's  employment  because of a\n         material breach by Employer of any material provision of this Agreement\n         which remains uncorrected for thirty (30) days following written notice\n         of such  breach  by  Employee  to  Employer  or (ii) a  termination  of\n         Employee's  employment within six (6) months of a material reduction in\n         Employee's rank or responsibility  with Employer.  For purposes of this\n         Section 3.2, the term 'Cause'  shall mean any of (i)  Employee's  gross\n         negligence or willful  misconduct in the  performance of the duties and\n         services  required  of  Employee  pursuant  to  this  Agreement;   (ii)\n         Employee's final conviction of a felony;  or (iii) Employee's  material\n         breach  of any  material  provision  of this  Agreement  which  remains\n         uncorrected  for thirty (30) days following  written notice to Employee\n         by Employer of such breach.\n\n\n                                       6\n\n\n\n  3.3     If Employee's  employment  is terminated  for any reason other than as\n          described in the first  sentence of Section 3.2 above during the Term,\n          Employee shall nevertheless  continue to receive his full compensation\n          (base  salary and bonus) and  benefits  under this  Agreement  for the\n          duration of the Term. The amounts paid pursuant to this Section 3.3 to\n          Employee   shall  be  in   consideration   of  Employee's   continuing\n          obligations  hereunder  after  such  termination  (including,  without\n          limitation,  Employee's non-competition  obligations).  Employee shall\n          not be under any duty or obligation to seek or accept other employment\n          following a termination of employment pursuant to which payments under\n          this  Section 3.3 are owing and the amounts due  Employee  pursuant to\n          this Section 3.3 shall not be reduced or suspended if Employee accepts\n          subsequent   employment  or  earns  any  amounts  as  a  self-employed\n          individual.  If Employee should die while receiving  compensation  and\n          benefits  pursuant to this Section 3.3, such compensation and benefits\n          shall  be  prorated  through  the  date of his  death  and paid to his\n          estate,  but all future  compensation  and  benefits  shall  cease and\n          terminate  as of the date of  Employee's  death except for those which\n          may be  payable  pursuant  to the  terms of  Dresser's  or  Employer's\n          employee benefit plans (as hereinafter defined),  stock, stock option,\n          incentive   compensation  or  deferred   compensation   plans  or  the\n          applicable agreements  underlying such plans.  Employee's rights under\n          this Section 3.3 are Employee's sole and exclusive  rights against the\n          Employer  or its  affiliates  and the  Employer's  sole and  exclusive\n          liability  to Employee  under this  Agreement,  in  contract,  tort or\n          otherwise,  for the  termination of his employment  relationship  with\n          Employer.  Employee covenants not to sue or lodge any claim, demand or\n          cause of action against Employer based upon Employee's  termination of\n          employment  for any monies other than those  specified in this Section\n          3.3. If Employee breaches this covenant, Employer shall be entitled to\n          recover from Employee all sums expended by Employer  (including  costs\n          and attorneys' fees), in connection with such suit,  claim,  demand or\n          cause of  action.  Nothing  contained  in this  Section  3.3  shall be\n          construed  to be a waiver by Employee of any  benefits  accrued for or\n          due Employee under any employee  benefit plan (as such term is defined\n          in the Employees'  Retirement Income Security Act of 1974, as amended)\n          or any of the benefits, plans or programs provided for in Section 2.09\n          hereof  maintained by Dresser or Employer  except that Employee  shall\n          not be entitled to any  severance  benefits  pursuant to any severance\n          plan or program of Employer.\n\n\n  3.4     It is  expressly  acknowledged  and  agreed  that the  decision  as to\n          whether 'Cause' exists for termination of the employment  relationship\n          by the  Employer  and whether and as of what date  Employee has become\n          permanently  disabled  is  delegated  to the  Board  of  Directors  of\n          Employer for  determination.  If Employee  disagrees with the decision\n          reached by Employer,  the dispute will be limited to whether the Board\n          of Directors of Employer reached this decision in good faith.\n\n                                       7\n\n\n\n  3.5     Termination of the employment  relationship  does not terminate  those\n          obligations   imposed   by  this   Agreement   which  are   continuing\n          obligations,  including,  without limitation,  Employee's  obligations\n          under Articles 4 and 5.\n\n  ARTICLE 4:                OWNERSHIP AND PROTECTION OF INTELLECTUAL\n                            PROPERTY AND CONFIDENTIAL INFORMATION\n\n  4.1     All  information,  ideas,  concepts,  improvements,  discoveries,  and\n          inventions,  whether  patentable or not,  which are  conceived,  made,\n          developed or acquired by Employee, individually or in conjunction with\n          others,  during  Employee's  employment  by Employer  (whether  during\n          business  hours or  otherwise  and whether on  Employer's  premises or\n          otherwise) which relate to Employer's  business,  products or services\n          (including,  without  limitation,  all such  information  relating  to\n          corporate opportunities,  research,  financial and sales data, pricing\n          and trading terms, evaluations, opinions, interpretations, acquisition\n          prospects,  the  identity  of  customers  or their  requirements,  the\n          identity of key contacts within the customer's organizations or within\n          the   organization   of  acquisition   prospects,   or  marketing  and\n          merchandising  techniques,  prospective  names,  and  marks),  and all\n          writings or materials of any type  embodying any of such items,  shall\n          be disclosed  to Employer and are and shall be the sole and  exclusive\n          property of Employer.\n\n  4.2     Employee   acknowledges  that  the  businesses  of  Employer  and  its\n          affiliates are highly competitive and that their strategies,  methods,\n          books, records, and documents,  their technical information concerning\n          their  products,  equipment,  services,  and  processes,   procurement\n          procedures and pricing techniques,  the names of and other information\n          (such as credit and financial  data)  concerning  their  customers and\n          business affiliates,  all comprise  confidential  business information\n          and trade secrets which are valuable, special, and unique assets which\n          Employer,  or its  affiliates  use  in  their  business  to  obtain  a\n          competitive   advantage  over  their  competitors.   Employee  further\n          acknowledges that protection of such confidential business information\n          and  trade  secrets  against  unauthorized  disclosure  and  use is of\n          critical  importance  to Employer and its  affiliates  in  maintaining\n          their competitive position.  Employee hereby agrees that Employee will\n          not, at any time during or after his employment by Employer,  make any\n          unauthorized  disclosure of any confidential  business  information or\n          trade secrets of Employer, or its affiliates, or make any use thereof,\n          except  in  the  carrying  out  of  his  employment   responsibilities\n          hereunder.  The  above  notwithstanding,  a  disclosure  shall  not be\n          unauthorized  if (i) it is required by law or by a court of  competent\n          jurisdiction  or (ii) it is in  connection  with any judicial or other\n\n                                       8\n\n\n\n          legal  proceeding in which  Employee's legal rights and obligations as\n          an employee or under this Agreement are at issue;  provided,  however,\n          that Employee shall, to the extent  practicable and lawful in any such\n          events,  give prior  notice to Employer of his intent to disclose  any\n          such confidential  business information in such context so as to allow\n          Employer an  opportunity  (which  Employee  will not oppose) to obtain\n          such  protective  orders or similar relief with respect  thereto as it\n          may deem appropriate.\n\n  4.3     All written materials, records, and other documents made by, or coming\n          into the  possession  of,  Employee  during the  period of  Employee's\n          employment by Employer which contain or disclose confidential business\n          information or trade secrets of Employer,  or its affiliates  shall be\n          and remain the property of Employer,  or its  affiliates,  as the case\n          may be. Upon termination of Employee's employment by Employer, for any\n          reason,  Employee  promptly  shall  deliver  the same,  and all copies\n          thereof, to Employer.\n\n  ARTICLE 5:                POST-EMPLOYMENT AND NON-COMPETITION OBLIGATIONS\n\n  5.1     As part of the  consideration  for the compensation and benefits to be\n          paid  to  Employee  hereunder,  and  as an  additional  incentive  for\n          Employer to enter into this Agreement,  Employer and Employee agree to\n          the non-competition provisions of this Article 5. Employee agrees that\n          during the period of Employee's non-competition obligations hereunder,\n          Employee will not,  directly or indirectly for Employee or for others,\n          in any  geographic  area or  market  where  Employer  or any of  their\n          affiliated  companies  are  conducting  any  business  (other  than de\n          minimis  business  operations)  as of the date of  termination  of the\n          employment relationship or have during the previous twelve (12) months\n          conducted any business (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          (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)\n                   conducted by Employer or any of Employer's affiliates; or\n\n          (iii)    induce any  employee  of  Employer  or any of its  affiliates\n                   (other than Employee's  personal  secretary or administrative\n                   assistant) to terminate his employment with Employer,  or its\n                   affiliates,  or hire or  assist  in the  hiring  of any  such\n                   induced  employee by any person,  association,  or entity not\n                   affiliated with Employer.\n\n\n                                       9\n\n\n\n          These  non-competition  obligations  shall  extend  until one (1) year\n          after termination of the employment  relationship between Employer and\n          Employee. The above notwithstanding, nothing in this Section 5.1 shall\n          prohibit  Employee  from  engaging in or being  employed by any entity\n          that  engages  in the  provision  of  management  consulting  or other\n          consulting  services  to third  parties,  even  where  such  entity on\n          occasion  renders  advice or services  to, or otherwise  assists,  any\n          other  person,  association,  or entity who is  engaged,  directly  or\n          indirectly,  in any business  directly  competitive  with any business\n          conducted  by Employer  or any of  Employer's  affiliates,  so long as\n          Employee does not  personally,  directly or indirectly (i) participate\n          in rendering such advice, services or assistance to any such competing\n          person,  association or entity,  (ii) provide any information or other\n          assistance  to any other  person  employed  by Employee or by any such\n          consulting entity for use,  directly or indirectly,  in rendering such\n          assistance to any  competing  person,  association  or entity or (iii)\n          engage in any conduct  which would be violative of the  provisions  of\n          Article 4 hereof.\n\n\n  5.2     Employee  understands  that the foregoing  restrictions  may limit his\n          ability to engage in certain  businesses  anywhere in the world during\n          the period  provided for above,  but  acknowledges  that Employee will\n          receive  sufficiently  high remuneration and other benefits under this\n          Agreement  to justify such  restriction.  Employee  acknowledges  that\n          money damages  would not be  sufficient  remedy for any breach of this\n          Article 5 by Employee,  and agrees that Employer, on its own behalf or\n          on behalf of any of its  affiliates,  shall be  entitled  to  specific\n          performance  and injunctive  relief as remedies for such breach or any\n          threatened  breach.  Such  remedies  shall not be deemed the exclusive\n          remedies  for a breach of this  Article 5, but shall be in addition to\n          all remedies  available  at law or in equity to  Employer,  including,\n          without  limitation,  the  recovery of damages  from  Employee and his\n          agents involved in such breach.\n\n  5.3     It is  expressly  understood  and agreed that  Employer  and  Employee\n          consider the restrictions contained in this Article 5 to be reasonable\n          and necessary to protect the proprietary  information  and\/or goodwill\n          of Employer and its affiliates.  Nevertheless, if any of the aforesaid\n          restrictions   are  found  by  a  court  having   jurisdiction  to  be\n          unreasonable,  or  overly  broad as to  geographic  area or  time,  or\n          otherwise  unenforceable,  the  parties  intend  for the  restrictions\n          therein set forth to be modified by such courts so as to be reasonable\n          and  enforceable  and,  as so  modified  by  the  court,  to be  fully\n          enforced.\n\n\n                                       10\n\n\n\n  ARTICLE 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\n          more  intermediaries,  controls,  is controlled by, or is under common\n          control  with  Employer or in which  Employer has a 50% or more equity\n          interest,  and (ii) any action or  omission  permitted  to be taken or\n          omitted  by  Employer  hereunder  shall  only be taken or  omitted  by\n          Employer  upon the  express  authority  of the Board of  Directors  of\n          Employer or of any Committee of the Board to which authority over such\n          matters may have been delegated.\n\n  6.2     For purposes of this Agreement,  notices and all other  communications\n          provided  for herein  shall be in writing  and shall be deemed to have\n          been duly given when  received by or tendered to Employee or Employer,\n          as applicable,  by prepaid  courier or by United States  registered or\n          certified mail, return receipt requested,  postage prepaid,  addressed\n          as follows:\n\n                   If  to  Employer,   Halliburton   Company  at  its  corporate\n                   headquarters  to the  attention  of the  General  Counsel  of\n                   Halliburton Company.\n\n                   If to Employee, to his last known personal residence.\n\n  6.3     This  Agreement  shall be governed in all  respects by the laws of the\n          State  of  Texas,  without  regard  to  any  conflict-of-law  rule  or\n          principle,  unless preempted by federal law, in which case federal law\n          shall govern.\n\n  6.4     No failure by either  party  hereto at any time to give  notice of any\n          breach by the  other  party of, or to  require  compliance  with,  any\n          condition or provision of this  Agreement  shall be deemed a waiver of\n          similar or  dissimilar  provisions or conditions at the same or at any\n          prior or subsequent time.\n\n  6.5     It is a desire and intent of the parties  that the terms,  provisions,\n          covenants,   and  remedies   contained  in  this  Agreement  shall  be\n          enforceable to the fullest extent  permitted by law. If any such term,\n          provision,  covenant,  or remedy of this Agreement or the  application\n          thereof to any person,  association, or entity or circumstances shall,\n          to any extent, be construed to be invalid or unenforceable in whole or\n          in part,  then such  term,  provision,  covenant,  or remedy  shall be\n          construed  in a manner so as to permit  its  enforceability  under the\n          applicable  law to the fullest  extent  permitted by law. In any case,\n          the remaining  provisions of this Agreement or the application thereof\n          to any  person,  association,  or entity or  circumstances  other than\n          those to which  they have been held  invalid or  unenforceable,  shall\n          remain in full force and effect.\n\n                                       11\n\n\n\n  6.6     This  Agreement  shall be  binding  upon and inure to the  benefit  of\n          Employer  and any  other  person,  association,  or  entity  which may\n          hereafter  acquire  or  succeed  to  all or  substantially  all of the\n          business  or  assets  of  Employer  by any  means  whether  direct  or\n          indirect, by purchase, merger, consolidation, or otherwise. Employee's\n          rights and  obligations  under this  Agreement  are  personal and such\n          rights, benefits, and obligations of Employee shall not be voluntarily\n          or  involuntarily  assigned,  alienated,  or  transferred,  whether by\n          operation of law or otherwise,  without the prior  written  consent of\n          Employer, other than in the case of death or incompetence of Employee.\n\n  6.7     This  Agreement  replaces  and  merges  any  previous  agreements  and\n          discussions pertaining to the subject matter covered herein.  Further,\n          this  Agreement  specifically  replaces  and  terminates  that certain\n          Employee  Severance  Agreement  between  Employee  and  Dresser  dated\n          February 25, 1998. This Agreement  constitutes the entire agreement of\n          the parties  with regard to such subject  matter,  and contains all of\n          the covenants, promises,  representations,  warranties, and agreements\n          between the parties with respect to such subject matter. Each party to\n          this  Agreement  acknowledges  that  no  representation,   inducement,\n          promise, or agreement,  oral or written, has been made by either party\n          with respect to such subject matter, which is not embodied herein, and\n          that no agreement, statement, or promise relating to the employment of\n          Employee by Employer that is not contained in this Agreement  shall be\n          valid or binding. Any modification of this Agreement will be effective\n          only if it is in  writing  and  signed  by  each  party  whose  rights\n          hereunder are affected  thereby,  provided that any such  modification\n          must be authorized or approved by the Board of Directors of Employer.\n\n\n          IN WITNESS  WHEREOF,  Employer and Employee  have duly  executed  this\n  Agreement  at Dallas,  Texas in  multiple  originals  to be  effective  on the\n  Effective Date.\n\n                                       HALLIBURTON COMPANY\n\n\n                                       By: \/s\/ Richard B. Cheney\n                                           -----------------------------\n                                               Richard B. Cheney\n                                               Chairman of the Board and\n                                               Chief Executive Officer\n\n\n\n                                       EMPLOYEE\n\n\n                                       By: \/s\/ William E. Bradford\n                                           -----------------------------\n                                       Name:   William E. Bradford\n\n  Date:  13 May 1998\n\n\n\n                                       12\n\n\n                                  Exhibit A To\n                         Executive Employment Agreement\n                     By and Between William E. Bradford and\n                               Halliburton Company\n\n\n\n                            INDEMNIFICATION AGREEMENT\n\n\n          THIS AGREEMENT is made this day of , 1998, by and between  Halliburton\n  Company, a Delaware corporation,  (the 'Company') and William E. Bradford (the\n  'Indemnitee').\n\n  A.      The Indemnitee has been requested  to serve, or is presently  serving,\n          as a Director and\/or an officer of the  Company.  The Company  desires\n          the  Indemnitee  to  serve  or to continue to serve in such  capacity.\n          The  Company   believes   that   the   Indemnitee's   undertaking   or\n          continued   undertaking   of  such responsibilities  is  important  to\n          the Company and that the protection  afforded by this  Agreement  will\n          enhance  the  Indemnitee's ability to discharge such  responsibilities\n          under existing  circumstances.  The Indemnitee is willing,  subject to\n          certain conditions  including,  without limitation,  the execution and\n          performance   of  this   Agreement  by  the  Company and the Company's\n          agreement to provide the Indemnitee at all times the broadest and most\n          favorable (to Indemnitee) indemnification  permitted by applicable law\n          (whether by legislative  action  or judicial decision), to serve or to\n          continue to serve in that capacity.\n\n  B.      In addition to the indemnification to which the Indemnitee is entitled\n          under the Restated  Certificate of  Incorporation  of the Company (the\n          'Charter') or the By-laws, as amended, of the Company (the 'By-laws'),\n          the Company has purchased and currently maintains insurance protecting\n          its officers and directors and certain  other persons  (including  the\n          Indemnitee) against certain losses arising out of actual or threatened\n          actions,  suits or  proceedings  to which such  persons may be made or\n          threatened to be made parties ('D&amp;O Insurance').\n\n          NOW, THEREFORE,  for and in consideration of the premises,  the mutual\n  promises  hereinafter  set forth,  the  reliance of the  Indemnitee  hereon in\n  continuing to serve the Company in his present  capacity and in undertaking to\n  serve the Company in any additional  capacity or  capacities,  the Company and\n  the Indemnitee agree as follows:\n\n  1.      Indemnification  - General.  The Company  shall  indemnify and advance\n          Expenses (as hereinafter defined) to Indemnitee to the fullest extent,\n          and only to the extent,  permitted by applicable  law in effect on the\n          date  hereof  and  to  such  greater  extent  as  applicable  law  may\n          thereafter from time to time permit. The rights of Indemnitee provided\n          under the preceding  sentence shall include,  but shall not be limited\n          to, the rights set forth in the other Sections of this Agreement.\n\n\n                                       1\n\n\n\n          Although there can be no assurance as to the  continuation  or renewal\n          of the D&amp;O  Insurance  or that  any such D&amp;O  Insurance  will  provide\n          coverage  for  losses  to which the  Indemnitee  may be  exposed,  the\n          Company  will  use  commercially   reasonable  efforts,   taking  into\n          consideration  availability  of D&amp;O Insurance in the  marketplace,  to\n          continue D&amp;O Insurance in effect at current levels for the duration of\n          Indemnitee's service and for six (6) years thereafter.\n\n  2.      Proceedings  Other than Proceedings by or in the Right of the Company.\n          Indemnitee shall be entitled to the  indemnification  rights  provided\n          in  this  Section  2  if,  by  reason  of  his  Corporate  Status  (as\n          hereinafter  defined), he is, or is threatened to be made, a party to,\n          or  otherwise  incurs  Expenses in  connection  with, any  threatened,\n          pending or completed Proceeding (as hereinafter defined), other than a\n          Proceeding  by or in the  right  of  the  Company.  Pursuant  to  this\n          Section   2,   Indemnitee   shall   be  indemnified  against Expenses,\n          judgments, penalties,  fines and  amounts  paid in settlement actually\n          and reasonably  incurred  by him or on his behalf in  connection  with\n          such  Proceeding  or any claim issue or matter  therein,  if  he acted\n          in good  faith  and in a  manner  he  reasonably  believed  to  be in,\n          or  not opposed  to, the  best  interests  of the Company,  and,  with\n          respect to any criminal Proceeding, had no reasonable cause to believe\n          his conduct was unlawful.\n\n  3.      Proceedings  by or in the Right of the  Company.  Indemnitee  shall be\n          entitled to the indemnification rights provided in this Section 3, if,\n          by reason of his Corporate Status, he is, or is threatened to be made,\n          a party to, or  otherwise  incurs  Expenses in  connection  with,  any\n          threatened, pending or completed Proceeding brought by or in the right\n          of the  Company to procure a judgment  in its favor.  Pursuant to this\n          Section 3, Indemnitee shall be indemnified  against Expenses  actually\n          and  reasonably  incurred by him or on his behalf in  connection  with\n          such  Proceeding  if he  acted  in  good  faith  and  in a  manner  he\n          reasonably believed to be in, or not opposed to, the best interests of\n          the Company.  Notwithstanding the forgoing, no indemnification against\n          such Expenses  shall be made in respect of any claim,  issue or matter\n          in such Proceeding as to which  Indemnitee shall have been adjudged to\n          be  liable  to  the  Company  if   applicable   law   prohibits   such\n          indemnification;   provided,  however,  that,  if  applicable  law  so\n          permits, indemnification  against  Expenses shall nevertheless be made\n          by the Company despite such adjudication of liability,  if and only to\n          the extent that the Court of Chancery  of the  State of  Delaware,  or\n          the  court  in  which   such  Proceeding shall have been brought or is\n          pending, shall determine.\n\n\n                                       2\n\n\n\n  4.      Indemnification  for  Expenses  of a Party  Who is  Wholly  or  Partly\n          Successful.  Notwithstanding any other provision of this Agreement, to\n          the extent that  Indemnitee is, by reason of his Corporate  Status,  a\n          party  to and  is  successful,  on the  merits  or  otherwise,  in any\n          Proceeding,  he shall be indemnified against all Expenses actually and\n          reasonably  incurred by him or on his behalf in connection  therewith.\n          If  Indemnitee  is not wholly  successful  in such  Proceeding  but is\n          successful on the merits or otherwise, as to one or more but less than\n          all claims,  issues or matters in such  Proceeding,  the Company shall\n          indemnify  Indemnitee  against all Expenses  actually  and  reasonably\n          incurred by him or on his behalf in connection with each  successfully\n          resolved  claim,  issue or matter.  For the purposes of this Section 4\n          and without limitation,  the termination of any claim, issue or matter\n          in such a Proceeding by dismissal, with or without prejudice, shall be\n          deemed to be a successful result as to such claim, issue or matter.\n\n  5.      Contribution. In the event that the indemnity contained in Sections 2,\n          3 or 4 of  this  Agreement  is  unavailable  or  insufficient  to hold\n          Indemnitee  harmless  in  a  Proceeding  described  therein,  then  in\n          accordance with the non-exclusivity provisions of the Delaware General\n          Corporation Law and the Charter and By-laws,  and separate from and in\n          addition to, the  indemnity  provided  elsewhere  herein,  the Company\n          shall contribute to Expenses, judgments,  penalties, fines and amounts\n          paid in settlement actually and reasonably incurred by or on behalf of\n          Indemnitee in connection with such  Proceeding or any claim,  issue or\n          matter  therein,  in such  proportion  as  appropriately  reflects the\n          relative  benefits  received  by, and fault of, the Company on the one\n          hand and Indemnitee on the other in the acts,  transactions or matters\n          to which the Proceeding 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  shall\n               submit  to  the   Company  a  written  request,   including  such\n               documentation and  information  as  is  reasonably  available  to\n               Indemnitee  and is reasonably   necessary  to  determine  whether\n               and to what extent Indemnitee  is  entitled  to  indemnification.\n               The determination of Indemnitee's entitlement to  indemnification\n               shall be made not later than 90 days after receipt by the Company\n               of the written request for indemnification.  The Secretary of the\n               Company  shall,  promptly upon    receipt  of such a request  for\n               indemnification,  advise the Board of   Directors in writing that\n               Indemnitee has requested indemnification.\n\n          (b)  Indemnitee's entitlement to indemnification under any of Sections\n               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\n               of a quorum of the Board  consisting of  Disinterested  Directors\n\n                                       3\n\n\n\n               (as  hereinafter  defined);  (ii)  by  Independent   Counsel  (as\n               hereinafter  defined),  in  a  written opinion  if  a  quorum  of\n               the  Board  of  Directors   consisting of Disinterested Directors\n               is  not  obtainable  or,  even  if  obtainable,  such  quorum  of\n               Disinterested Directors so directs; or (iii) by  the stockholders\n               of the Company.  If, with  regard to Section 5 of this Agreement,\n               such  a  determination  is not permitted by law or if a quorum of\n               Disinterested Directors so directs, such  determination  shall be\n               made by the Chancery Court of the State of Delaware or the court\n               in   which   the   Proceeding   giving  rise  to  the  claim  for\n               indemnification is 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\n               be  selected as  provided in this Section 6(c).  The  Independent\n               Counsel  shall  be  selected by the Board of  Directors,  and the\n               Company  shall give  written  notice  to Indemnitee  advising him\n               of   the   identity  of  the  Independent  Counsel  so  selected.\n               Indemnitee  may,  within  7 days  after  receipt  of such written\n               notice of selection shall have been given, deliver to the Company\n               a written  objection  to such  selection.  Such  objection may be\n               asserted only  on the  ground  that the  Independent  Counsel  so\n               selected does not meet the requirements of 'Independent  Counsel'\n               as defined in Section 13 of  this Agreement,  and  the  objection\n               shall  set  forth  with particularity  the factual  basis of such\n               assertion.  If such written objection  is made,  the  Independent\n               Counsel  so  selected  shall be disqualified from acting as such.\n               If, within 20 days after submission by  Indemnitee  of  a written\n               request for  indemnification  pursuant  to Section  6(a) of  this\n               Agreement, no Independent Counsel shall have been selected, or if\n               selected  shall have been  objected to, in  accordance  with this\n               Section  6(c),  either the Company or Indemnitee may petition the\n               Court of Chancery of the State of Delaware for the appointment as\n               Independent Counsel of a person selected by such court or by such\n               other person as such  court  shall  designate, and the  person so\n               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),\n               regardless of the manner  in whic h such Independent  Counsel was\n               selected or appointed.\n\n  7.      Advancement  of Expenses.  The Company  shall  advance all  reasonable\n          Expenses incurred by or on behalf of Indemnitee in connection with any\n          Proceeding  within  20 days  after the  receipt  by the  Company  of a\n          statement or statements  from  Indemnitee  requesting  such advance or\n          advances  from  time  to  time,   whether  prior  to  or  after  final\n          disposition  of  such   Proceeding.   Indemnitee   shall,  and  hereby\n          undertakes to, repay any Expenses  advanced if it shall  ultimately be\n          determined that  Indemnitee is not entitled to be indemnified  against\n          such Expenses.\n\n                                       4\n\n\n\n  8.      Presumptions and Effect of Certain Proceedings. The termination of any\n          proceeding  described in any of Sections 2, 3 or 4 of this  Agreement,\n          or of  any  claim,  issue  or  matter  therein,  by  judgment,  order,\n          settlement  or  conviction,  or upon a plea of nolo  contendere or its\n          equivalent,  shall not (except as otherwise expressly provided in this\n          Agreement)  of itself  adversely  affect  the right of  Indemnitee  to\n          indemnification or create a presumption that Indemnitee did not act in\n          good faith and in a manner  which he  reasonably  believed to be in or\n          not opposed to the best  interests  of the Company or, with respect to\n          any criminal  Proceeding,  that  Indemnitee  had  reasonable  cause to\n          believe that his conduct was unlawful.\n\n  9.      Term of  Agreement.  All  agreements  and  obligations  of the Company\n          contained  herein  shall  commence  as  of  the  time  the  Indemnitee\n          commenced  to serve as a director,  officer,  employee or agent of the\n          Company  (or  commenced  to serve at the  request of the  Company as a\n          director,   officer,   employee  or  agent  of  another   corporation,\n          partnership,  joint  venture,  trust,  employee  benefit plan or other\n          enterprise)  and shall  continue  for so long as  Indemnitee  shall so\n          serve or shall be, or could become, subject to any possible Proceeding\n          in respect of which Indemnitee is granted rights of indemnification or\n          advancement of Expenses hereunder.\n\n  10.     Notification   and  Defense  of  Claim.   Promptly  after  receipt  by\n          Indemnitee of notice of the commencement of any Proceeding, Indemnitee\n          will, if a claim in respect  thereof is to be made against the Company\n          under this Agreement,  notify the Company of the commencement thereof;\n          but the  omission to notify the  Company  will not relieve it from any\n          liability  which it may have to Indemnitee  otherwise  than under this\n          Agreement.  With respect to any such Proceeding as to which Indemnitee\n          notifies the Company of the commencement thereof:\n\n          (a)  The  Company  will  be entitled to participate therein at its own\n               expense.\n\n          (b)  Except as otherwise  provided  below,  to the extent  that it may\n               wish, the  Company  jointly  with any  other  indemnifying  party\n               similarly  notified  will  be  entitled  to  assume  the  defense\n               thereof, with counsel satisfactory  to Indemnitee.  After  notice\n               from  the  Company  to Indemnitee  of its  election  so to assume\n               the defense thereof, the Company will not be liable to Indemnitee\n               under this Agreement for any legal or other Expenses subsequently\n               incurred by Indemnitee  in connection  with the  defense  thereof\n               other than  reasonable  costs  of  investigation  or as otherwise\n               provided below.  Indemnitee shall have the  right  to employ  its\n\n\n\n                                       5\n\n\n\n               counsel in such  Proceeding  but the fees and Expenses  of  such\n               counsel incurred after notice from the Company of  its assumption\n               of   the   defense   thereof   shall   be   at  the  expense   of\n               Indemnitee unless (i) the employment of counsel by Indemnitee has\n               been  authorized by the Company,  or (ii)  Indemnitee  shall have\n               reasonably  concluded that  there  may  be a conflict of interest\n               between the Company and  Indemnitee in the conduct of the defense\n               of such  Proceeding, or (iii) the Company  shall not in fact have\n               employed  counsel to assume the  defense of such  Proceeding,  in\n               each of which cases the fees and Expenses  of  counsel  shall  be\n               at  the  expense  of  the  Company.  The  Company  shall  not  be\n               entitled to assume the defense of any  Proceeding  brought  by or\n               on behalf of the Company or as  to which  Indemnitee  shall  have\n               made the conclusion provided for in (ii) above.\n\n          (c)  The  Company  shall  not be  liable to indemnify Indemnitee under\n               this  Agreement  for  any  amounts  paid  in  settlement  of  any\n               Proceeding  or claim effected without  its written  consent.  The\n               Company  shall   not  settle   any  Proceeding  or  claim  in any\n               manner   which   would  impose  any   penalty  or  limitation  on\n               Indemnitee without  Indemnitee's  written  consent.  Neither  the\n               Company  nor   Indemnitee   will  unreasonably   withhold   their\n               consent to any proposed settlement.\n\n  11.     Enforcement\n\n          (a)  The  Company  expressly  confirms  and agrees that it has entered\n               into this Agreement and assumed the  obligations  imposed  on  it\n               hereby in order to  induce  Indemnitee  to  serve  or continue to\n               serve  as  a  director  and\/or  officer  of  the   Company,   and\n               acknowledges  that  Indemnitee is  relying  upon  this  Agreement\n               in serving or continuing to 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\n               and is successful in such  action,  the  Company shall  reimburse\n               Indemnitee   for   all   of   Indemnitee's  reasonable  fees  and\n               Expenses in bringing and pursuing such action.\n\n  12.     Non-Exclusivity  of  Rights.  The  rights  of  indemnification  and to\n          receive  advancement of Expenses as provided by this  Agreement  shall\n          not be deemed exclusive of any other rights to which Indemnitee may at\n          any time be entitled under  applicable law, the Charter,  the By-laws,\n          any agreement, a vote of stockholders or a resolution of directors, or\n          otherwise.\n\n                                       6\n\n\n\n  13.     Definitions.  For purposes of this Agreement:\n\n\n          (a)  'Corporate  Status'  describes  the  status of a person who is or\n               was a director,  officer, employee,  agent  or  fiduciary  of the\n               Company  or  of   any   other   corporation,  partnership,  joint\n               venture,  trust,  employee  benefit  plan  or  other   enterprise\n               which  such  person  is  or was  serving  at  the  request of the\n               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\n               respect of 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,\n               witness  fees,  travel  expenses,   duplicating  costs,  printing\n               and  binding   costs,  telephone   charges,   postage,   delivery\n               service fees,  and  all  other  disbursements  or Expenses of the\n               types   customarily  incurred  in  connection  with  prosecuting,\n               defending,  preparing  to  prosecute  or  defend or investigating\n               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\n               neither presently  is,  nor  in the past  five  years  has  been,\n               retained  to represent:  (i) the  Company  or  Indemnitee  in any\n               matter material to either  such party or (ii) any other  party to\n               the  Proceeding  giving  rise  to a  claim  for   indemnification\n               hereunder.  Notwithstanding  the foregoing, the term 'Independent\n               Counsel' shall not include any person who,  under the  applicable\n               standards  of  professional  conduct then prevailing,  would have\n               a  conflict of interest in representing  either  the  Company  or\n               Indemnitee  in an action to  determine  Indemnitee's rights under\n               this Agreement.\n\n          (e)  'Proceeding'    includes    any   action,    suit,   arbitration,\n               alternate   dispute    resolution    mechanism,    investigation,\n               administrative hearing  or any  other  proceeding  whether civil,\n               criminal, administrative or investigative.\n\n  14.     Severability.   Each  of  the   provisions  of  this  Agreement  is  a\n          separate and distinct agreement and independent of the others, so that\n          if any provision  hereof shall be held to be invalid or  unenforceable\n          for any reason, such invalidity or  unenforceability  shall not affect\n          the validity or enforceability of the other provisions hereof.\n\n\n                                       7\n\n\n\n  15.     Governing Law; Binding Effect; Amendment and Termination.\n\n          (a)      THIS  AGREEMENT   SHALL  BE   INTERPRETED   AND  ENFORCED  IN\n                   ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE,  EXCLUDING\n                   ANY 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\n                   benefit of Indemnitee,  his heirs,  personal  representatives\n                   and assigns and to the benefit of the Company, its successors\n                   and assigns.\n\n          (c)      No  amendment,  modification, termination or  cancellation of\n                   this Agreement shall be  effective  unless in writing by  the\n                   parties.\n\n          The parties have executed this  Agreement as of the day and year first\nabove written.\n\n\n\n\n                                       HALLIBURTON COMPANY\n\n\n\n                                       By:\n                                          -----------------------------------\n                                             Richard B. Cheney\n                                             Chief Executive Officer\n\n\n\n\n                                       By:\n                                          -----------------------------------\n                                             William E. Bradford\n                                             Indemnitee\n\n\n\n                                       8\n\n\n                                  AMENDMENT TO\n                         EXECUTIVE EMPLOYMENT AGREEMENT\n\n\n         This Amendment dated as of September 29, 1998 ('Amendment') amends that\ncertain Executive Employment Agreement ('Agreement') entered into by and between\nHalliburton   Company   ('Employer')  and  William  E.  Bradford   ('Employee').\nCapitalized  terms used herein but not defined shall have the meanings  ascribed\nto them in the Agreement.\n\n         1.       Section 1.1 of the  Agreement is hereby amended to read in its\nentirety as follows:\n\n                  '1.1 The term of the  Agreement  is from  the  Effective  Date\n                  through  January 31,  2000 (the  'Term').  Employer  agrees to\n                  employ  Employee,  and  Employee  agrees  to  be  employed  by\n                  Employer,   subject  to  the  terms  and   conditions  of  the\n                  Agreement;  provided,  however,  that from the Effective  Date\n                  through  December 31, 1998,  Employee shall remain an employee\n                  of Dresser while performing his duties hereunder.'\n\n         2.       Section 2.3 of the  Agreement is hereby  amended by adding the\nfollowing  sentence to the end of such Section:\n\n                  'As of the Effective  Date,  Employer  shall grant to Employee\n                  under  such Plan  50,000  shares of  Employer's  common  stock\n                  subject to the  restriction and other terms and conditions set\n                  forth in Exhibit C attached hereto.'\n\n         3.  No  amendment,  change  or  supplement  of or to the  Agreement  is\nintended hereby except for those expressly set forth herein and, as so expressly\namended,  changed and supplemented,  such Agreement shall continue in full force\nand effect.\n\n         IN WITNESS  WHEREOF,  Employee and  Employer  have duly  executed  this\nAmendment in multiple originals to be effective on the Effective Date.\n\n                                  HALLIBURTON COMPANY\n\n\n                                  By: \/s\/ Richard B. Cheney\n                                      --------------------------------\n                                          Richard B. Cheney\n                                          Chairman of the Board and\n                                          Chief Executive Officer\n\n\n                                  EMPLOYEE\n\n\n                                  \/s\/ William E. Bradford\n                                  ------------------------------------\n                                      William E. Bradford\n\n\n\n\n\n                                  Exhibit C to\n                         Executive Employment Agreement\n                       By and Between William E. Bradford\n                             and Halliburton Company\n\n\n\n\n                           RESTRICTED STOCK AGREEMENT\n\n\n         AGREEMENT  made  as  of  the  ___  day  of  _________,   1998,  between\nHALLIBURTON   COMPANY,  a  Delaware  corporation (the 'Company'), and William E.\nBradford ('Employee').\n\n         1.       Award.\n\n                  (a) Shares. Pursuant to the Halliburton Company 1993 Stock and\nLong-Term Incentive Plan (the 'Plan'), and the Executive Employment Agreement by\nand between the Company and Employee, 50,000 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\nshall be  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\nShares  when 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 as provided in the last two  sentences  of  subparagraph  (b) of this\n\n                                       1\n\n\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\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                                                  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                                   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\n\n                                       2\n\n\n\nNinth Anniversary of the\n  date of this Agreement                                   10%\n\nTenth Anniversary of the\n  date of this Agreement                                   10%\n\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                  (c)  Certificates.  A certificate  evidencing  the  Restricted\nShares shall be issued by the Company in  Employee's  name,  or at the option of\nthe Company, 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 the\nshares upon which Forfeiture  Restrictions lapsed to be credited to a book-entry\naccount in  Employee's  name under the  Company's  direct  registration  system,\nprovided  that a physical  stock  certificate  representing  such shares will be\nissued upon request by Employee.  Notwithstanding  any other  provisions of this\nAgreement,  the issuance or delivery of any shares of Stock (whether  subject to\nrestrictions  or  unrestricted)  may be  postponed  for  such  period  as may be\nrequired to comply  with  applicable  requirements  of any  national  securities\nexchange  or any  requirements  under any law or  regulation  applicable  to the\nissuance or delivery of such shares. The Company shall not be obligated to issue\nor  deliver  any  shares of Stock if the  issuance  or  delivery  thereof  shall\nconstitute a violation of any  provision of any law or of any  regulation of any\ngovernmental authority or any national securities exchange.\n\n                                       3\n\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\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.\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         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                                       4\n\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                                      Name:\n                                           -----------------------------\n                                      Title:\n                                            ----------------------------\n\n\n\n                                      ----------------------------------\n                                              William E. Bradford\n\n\n                                       5\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(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\n                                       6\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-39850","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\/39850","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=39850"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39850"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39850"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39850"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}