{"id":39852,"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-landmark-graphics-corp-and-john.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"executive-employment-agreement-landmark-graphics-corp-and-john","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/executive-employment-agreement-landmark-graphics-corp-and-john.html","title":{"rendered":"Executive Employment Agreement &#8211; Landmark Graphics Corp. and John W. Gibson"},"content":{"rendered":"<pre>                         EXECUTIVE EMPLOYMENT AGREEMENT\n\n         This Executive Employment Agreement  (\"Agreement\"),  is entered into by\nand between  Landmark  Graphics  Corporation  (\"Employer\")  and John W.  Gibson,\n(\"Employee\"), to be effective on January 1, 2000 (the \"Effective Date\").\n\n                              W I T N E S S E T H:\n\n         WHEREAS, Employee is currently employed by Employer; and\n\n         WHEREAS,  Employer is desirous of continuing the employment of Employee\nafter the  Effective  Date  pursuant  to the terms  and  conditions  and for the\nconsideration  set  forth  in  this  Agreement,  and  Employee  is  desirous  of\ncontinuing in the employ of Employer  pursuant to such terms and  conditions and\nfor such consideration.\n\n         NOW,  THEREFORE,  for  and in  consideration  of the  mutual  promises,\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\nChief  Operating  Officer of Employer.  Employee agrees to serve in the assigned\nposition or in such other executive  capacities as may be requested from time to\ntime by  Employer  and to  perform  diligently  and to the  best  of  Employee's\nabilities the duties and services  appertaining  to such positions as reasonably\ndetermined  by Employer,  as well as such  additional  or  different  duties and\nservices  appropriate to such positions  which Employee from time to time may be\nreasonably directed to perform by Employer.\n\n         1.3.  Employee  shall at all times  comply  with and be subject to such\npolicies and procedures as Halliburton  Company  (\"Halliburton\") or Employer may\nestablish from time to time,  including,  without  limitation,  the  Halliburton\nCompany Code of Business Conduct (the \"Code of Business Conduct\").\n\n         1.4.  Employee  shall,  during the period of  Employee's  employment by\nEmployer,  devote Employee's full business time, energy, and best efforts to the\nbusiness  and  affairs  of  Employer.  Employee  may  not  engage,  directly  or\nindirectly, in any other business,  investment, or activity that interferes with\nEmployee's  performance  of  Employee's  duties  hereunder,  is  contrary to the\ninterest of  Halliburton or any of its  affiliated  subsidiaries  and divisions,\nincluding Employer (collectively, the \"Halliburton Entities\" or, individually, a\n\"Halliburton  Entity\"),  or  requires  any  significant  portion  of  Employee's\nbusiness time. The foregoing  notwithstanding,  the parties  recognize and agree\n\n\n\nthat  Employee may engage in passive  personal  investments  and other  business\nactivities  which  do  not  conflict  with  the  business  and  affairs  of  the\nHalliburton  Entities or interfere  with  Employee's  performance  of his or her\nduties hereunder. Employee may not serve on the board of directors of any entity\nother than a Halliburton  Entity during the Term without the approval thereof in\naccordance with  Halliburton's  policies and procedures  regarding such service.\nEmployee  shall be  permitted to retain any  compensation  received for approved\nservice on any unaffiliated corporation'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   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$360,000  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         2.2.  During the Term,  Employee shall  participate in the  Halliburton\nAnnual  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\n\n                                       2\n\n\nthe  performance   goals   applicable  to  Employee  and  Employee's   level  of\nparticipation  and payout  opportunity,  shall be made in the sole discretion of\nthe person or committee to whom such authority has been granted pursuant to such\nplan's terms.\n\n         2.3.  During the Term, Employer shall pay or reimburse Employee for all\nactual,  reasonable and customary expenses incurred by Employee in the course of\nhis or her  employment;  including,  but not limited to, travel,  entertainment,\nsubscriptions  and dues associated with Employee's  membership in  professional,\nbusiness and civic  organizations;  provided that such expenses are incurred and\naccounted for in accordance with Employer's applicable policies and procedures.\n\n         2.4.  While  employed  by  Employer,   Employee  shall  be  allowed  to\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 or Halliburton to all or substantially\nall of Employer's similarly situated executive employees.  Such benefits, plans,\nand programs may include, without limitation,  medical, health, and dental care,\nlife  insurance,   disability   protection,   and  qualified  and  non-qualified\nretirement  plans.  Except as  specifically  provided  herein,  nothing  in this\nAgreement is to be construed or  interpreted to increase or alter in any way the\nrights,  participation,  coverage,  or  benefits  under  such  benefit  plans or\nprograms than provided to similarly situated executive employees pursuant to the\nterms and  conditions  of such benefit  plans and  programs.  While  employed by\nEmployer,  Employee  shall be eligible to receive  awards under the  Halliburton\nCompany  1993  Stock  and  Long-Term  Incentive  Plan (the  \"1993  Plan\") or any\nsuccessor  stock-related  plan  adopted  by  Halliburton's  Board of  Directors;\nprovided, however, that the foregoing shall not be construed as a guarantee with\nrespect to the type,  amount or frequency of such awards, if any, such decisions\nbeing  solely  within  the  discretion  of  the  Compensation  Committee  or its\ndelegate, as applicable.\n\n         2.5.  Neither Halliburton nor  Employer shall by reason of this Article\n2 be obligated to  institute, maintain,  or refrain  from changing,  amending or\ndiscontinuing,  any incentive  compensation,  employee benefit or stock or stock\noption  program or plan,  so long as such actions are  similarly  applicable  to\ncovered employees generally.\n\n         2.6.  Employer may withhold from any compensation, benefits, or amounts\npayable under this Agreement all federal,  state, city, or other taxes as may be\nrequired pursuant to any law or governmental regulation or ruling.\n\nARTICLE 3:  TERMINATION OF EMPLOYMENT AND EFFECTS OF SUCH TERMINATION:\n\n         3.1.  Employee's  employment  with  Employer  shall  be  terminated (i)\nupon the death of Employee,  (ii) upon Employee's Retirement (as defined below),\n(iii) upon Employee's  Permanent  Disability (as defined below),  or (iv) at any\ntime by Employer upon notice to Employee,  or by Employee upon thirty (30) days'\nnotice to Employer, for any or no reason.\n\n                                       3\n\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 or her\n                  usual duties with such condition likely to remain continuously\n                  and permanently as determined by the Compensation Committee.\n\n         (iv)     Voluntary  Termination.  \"Voluntary  Termination\" shall mean a\n                  termination  of employment in the sole  discretion  and at the\n                  election of Employee for other than Good Reason. \"Good Reason\"\n                  shall mean (a) a termination of employment by Employee because\n                  of a material breach by Employer of any material  provision of\n                  this Agreement which remains  uncorrected for thirty (30) days\n                  following  notice of such  breach  by  Employee  to  Employer,\n                  provided such termination  occurs within sixty (60) days after\n                  the  expiration of the notice  period or (b) a termination  of\n                  employment by Employee  within six (6) months after a material\n                  reduction in Employee's rank or responsibility with Employer.\n\n         (v)      Termination for Cause. Termination of Employee's employment by\n                  Employer for Cause.  \"Cause\" shall mean any of the  following:\n                  (a) Employee's gross  negligence or willful  misconduct in the\n                  performance  of the duties and  services  required of Employee\n                  pursuant to this Agreement, (b) Employee's final conviction of\n                  a felony,  (c) a material  violation  of the Code of  Business\n                  Conduct  or (d)  Employee's  material  breach of any  material\n                  provision of this  Agreement  which  remains  uncorrected  for\n                  thirty (30) days  following  notice of such breach to Employee\n                  by Employer.  Determination  as to whether or not Cause exists\n                  for  termination of Employee's  employment will be made by the\n                  Compensation Committee.\n\n         In the  event  Employee's  employment  is  terminated  under any of the\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 or her estate in the case of  Employee's  death,\nshall be entitled to pro rata base salary  through the date of such  termination\nand  shall  be  entitled  to any  individual  bonuses  or  individual  incentive\ncompensation not yet paid but payable under  Employer's or  Halliburton's  plans\nfor years prior to the year of Employee's  termination of employment,  but shall\n\n                                       4\n\n\nnot be entitled to any bonus or incentive  compensation for the year in which he\nor she  terminates  employment or any other payments or benefits by or on behalf\nof  Employer  except  for those  which may be payable  pursuant  to the terms of\nEmployer's or Halliburton's  employee benefit plans (as defined in Section 3.4),\nstock, stock option or incentive plans, or the applicable  agreements underlying\nsuch 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                  Halliburton   common  stock  previously  granted  to  Employee\n                  under  the  1993  Plan,  and  any  similar  plan  adopted   by\n                  Halliburton   in   the   future,   which   at   the   date  of\n                  termination of employment are  subject  to  restrictions  (the\n                  \"Restricted  Shares\")  will be treated in a manner  consistent\n                  with Halliburton's  past practices for treatment of Restricted\n                  Shares held by executives whose  employment was  involuntarily\n                  terminated  by a  Halliburton  Entity for  reasons  other than\n                  Cause,  which,  in most  instances,  have  been to forfeit the\n                  Restricted  Shares and pay to such executive  a lump  sum cash\n                  payment equal to the value of the Restricted Shares  (based on\n                  the closing  price of Halliburton common stock on the New York\n                  Stock  Exchange on  the date  of termination  of  employment);\n                  although in some cases,  Halliburton  has,  in lieu  of, or in\n                  combination   with,  the  foregoing  and  in  its  discretion,\n                  caused the forfeiture  restrictions  with  respect to all or a\n                  portion of the Restricted Shares to lapse and provided for the\n                  retention of such shares by such 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 or Halliburton's plans for years prior to the\n                  year of Employee's  termination  of  employment.  Such amounts\n                  shall be paid to Employee in a single lump sum cash payment no\n                  later 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  or\n                  Halliburton's plans for the year of Employee's  termination of\n                  employment  determined as if Employee had remained employed by\n                  the Employer for the entire year.  Such amounts  shall be paid\n                  to  Employee  at the  time  that  such  amounts  are  paid  to\n                  similarly  situated  employees  except that no portion of such\n                  amounts shall be deferred to future years.\n\n                                       5\n\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\nArticles 4 and 5.  Further,  as a  condition  to the  receipt of such  severance\nbenefit, Employer, in its sole discretion, may require Employee to first execute\na release, 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\nand exclusive liability to Employee under this Agreement,  in contract,  tort or\notherwise,  for  the  termination  of his or her  employment  relationship  with\nEmployer.  Employee agrees that all disputes relating to Employee's  termination\nof  employment,  including,  without  limitation,  any  dispute as to \"Cause\" or\n\"Voluntary   Termination\"   and  any  claims  or  demands  against  Employer  or\nHalliburton  based upon  Employee's  employment  for any monies other than those\nspecified  in Section 3.3,  shall be resolved  through the  Halliburton  Dispute\nResolution  Plan as  provided in Section 6.6  hereof;  provided,  however,  that\ndecisions  as to  whether  \"Cause\"  exists  for  termination  of the  employment\nrelationship  with  Employee and whether and as of what date Employee has become\npermanently   disabled  are   delegated  to  the   Compensation   Committee  for\ndetermination  and any  dispute  of  Employee  with any such  decision  shall be\nlimited to whether the  Compensation  Committee  reached  such  decision in good\nfaith.  Nothing contained in this Article 3 shall be construed to be a waiver by\nEmployee of any benefits  accrued for or due Employee under any employee benefit\nplan (as such term is defined in the Employees'  Retirement  Income Security Act\nof 1974, as amended)  maintained by Employer or Halliburton except that Employee\nshall not be entitled to any severance  benefits  pursuant to any severance plan\nor program of the Employer or Halliburton.\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 Articles 4 and 5.\n\nARTICLE 4:  OWNERSHIP  AND PROTECTION OF  INTELLECTUAL PROPERTY AND CONFIDENTIAL\n            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\n\n                                       6\n\n\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 Employer and its  affiliates  have\ndeveloped  and own and  will  develop  and own  valuable  information  which  is\nconfidential,  unique and specific to Employer and its affiliates  (\"Proprietary\nand Confidential Information\") and which includes, without limitation, financial\ninformation,   projections  and  forecasts;   marketing   plans;   business  and\nimplementation  plans;  names  of and  other  information  (such as  credit  and\nfinancial data)  concerning their customers and business  associates;  and other\nconcepts,   ideas,  plans,  strategies,   analyses,   surveys,  and  proprietary\ninformation  related to past,  present or  anticipated  business of Employer and\nvarious of its affiliates. Employee further acknowledges that protection of such\nProprietary and Confidential Information against unauthorized disclosure and use\nis of critical  importance to Employer and its affiliates in  maintaining  their\ncompetitive position. Employee hereby agrees that Employee will not, at any time\nduring  or after  his or her  employment  by  Employer,  make  any  unauthorized\ndisclosure of any  Proprietary and  Confidential  Information of Employer or its\naffiliates,  or  make  any  use  thereof,  except  in  the  carrying  out of his\nemployment responsibilities hereunder.  Proprietary and Confidential Information\nshall not include information in the public domain (but only if the same becomes\npart of the public  domain  through a means other than a  disclosure  prohibited\nhereunder). The above notwithstanding, a disclosure shall not be unauthorized if\n(i) it is required by law or by a court of competent  jurisdiction or (ii) it is\nin connection with any judicial, arbitration,  dispute resolution or other legal\nproceeding in which  Employee's  legal rights and  obligations as an employee or\nunder this Agreement are at issue;  provided,  however,  that Employee shall, to\nthe extent  practicable  and  lawful in any such  events,  give prior  notice to\nEmployer  of his  intent  to  disclose  any such  Proprietary  and  Confidential\nInformation  in such  context  so as to  allow  Employer  or its  affiliates  an\nopportunity (which Employee will not oppose) to obtain such protective orders or\nsimilar relief with respect thereto as may be 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  Proprietary  and  Confidential\nInformation  of Employer or its  affiliates  shall be and remain the property of\nEmployer, or its affiliates,  as the case may be. Upon termination of Employee's\nemployment  by Employer,  for any reason,  Employee  promptly  shall deliver the\nsame, and all copies thereof, to Employer.\n\n         4.4   For  purposes of this Article 4 and Article 5, \"affiliates\" shall\nmean  entities  in which  Employer  or  Halliburton  has a 20% or more direct or\nindirect equity interest.\n\n                                       7\n\n\nARTICLE 5: POST-EMPLOYMENT AND NON-COMPETITION OBLIGATIONS:\n\n         5.1.  Employee and Employer agree and acknowledge that Employer and its\naffiliates have developed and own and will develop and own valuable  Proprietary\nand Confidential  Information and that Employer and its affiliates have goodwill\nand will  continue to have  goodwill.  Employer and Employee  further  agree and\nacknowledge  that  the  Employer  and its  affiliates,  have a  substantial  and\nlegitimate interest in protecting their Proprietary and Confidential Information\nand goodwill.  Therefore,  as part of the consideration for the compensation and\nbenefits to be paid to Employee  hereunder,  and as an additional  incentive for\nEmployer  to enter  into this  Agreement,  Employer  and  Employee  agree to the\nnon-competition  provisions of this Article 5.  Employee  agrees that during the\nperiod of Employee's non-competition  obligations hereunder,  Employee will not,\ndirectly or indirectly  for Employee or for others,  in any  geographic  area or\nmarket  where  Employer or any of its  affiliates  are  conducting  any business\n(other than de minimis business operations) as of the date of termination of the\nemployment  relationship or have during the previous twelve months conducted any\nbusiness (other than de minimis business operations):\n\n         (i)      engage in any business directly  competitive with any business\n                  (other  than de  minimis  business  operations)  conducted  by\n                  Employer or its 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) conducted\n                  by Employer or its 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  such  employee's   employment  with\n                  Employer or its affiliates, or hire or assist in the hiring of\n                  any such  induced  employee  by any  person,  association,  or\n                  entity not affiliated with Employer.\n\nThese non-competition obligations shall extend until two years after termination\nof  the  employment  relationship  between  Employer  and  Employee.  The  above\nnotwithstanding,  nothing  in this  Section  5.1 shall  prohibit  Employee  from\nengaging in or being  employed by any entity that  engages in the  provision  of\nmanagement  consulting or other consulting services to third parties, even where\nsuch entity on occasion renders advice or services to, or otherwise assists, any\nother person,  association, or entity who is engaged, directly or indirectly, in\nany business,  directly  competitive with any business  conducted by Employer or\nany of Employer's affiliates, so long as Employee does not personally,  directly\nor indirectly (A)  participate in rendering such advice,  services or assistance\nto any such competing person, association or entity, (B) provide any information\nor other  assistance  to any other  person  employed  by Employee or by any such\nconsulting entity for use, directly or indirectly,  in rendering such assistance\nto any  competing  person,  association  or entity or (C) engage in any  conduct\nwhich would be violative of the provisions of Article 4 hereof.\n\n                                       8\n\n\n         5.2.  Employee  understands that  the foregoing  restrictions may limit\nhis ability to engage in certain  businesses  anywhere  in the world  during the\nperiod  provided  for  above,  but  acknowledges   that  Employee  will  receive\nsufficiently  high  remuneration  and other  benefits  under this  Agreement  to\njustify such restriction.  Employee acknowledges that money damages would not be\nsufficient remedy for any breach of this Article 5 by Employee,  and agrees that\nEmployer,  on its own  behalf or on behalf  of any of its  affiliates,  shall be\nentitled to specific  performance  and  injunctive  relief as remedies  for such\nbreach or any threatened breach. Such remedies shall not be deemed the exclusive\nremedies  for a breach  of this  Article  5, but  shall  be in  addition  to all\nremedies  available  at  law  or in  equity  to  Employer  and  its  affiliates,\nincluding,  without  limitation,  the recovery of damages from  Employee and his\nagents involved in such breach.\n\n         5.3.  It is expressly understood  and agreed that Employer and Employee\nconsider  the  restrictions  contained in this  Article 5 to be  reasonable  and\nnecessary  to  protect  the  Proprietary  and  Confidential  Information  and\/or\ngoodwill of Employer and its affiliates and that Employee's  obligations to keep\nsuch information confidential shall survive this Agreement. Nevertheless, if any\nof the aforesaid  restrictions  are found by a court having  jurisdiction  to be\nunreasonable,  or  overly  broad as to  geographic  area or time,  or  otherwise\nunenforceable,  the parties intend for the restrictions  therein set forth to be\nmodified  by such  courts so as to be  reasonable  and  enforceable  and,  as so\nmodified by the court, to be fully enforced.\n\nARTICLE 6: MISCELLANEOUS:\n\n         6.1.  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  Halliburton  or  in  which\nHalliburton has a 50% or more equity interest.\n\n         6.2.  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 or her last known personal residence.\n\n         6.3.  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                                       9\n\n\n         6.4.  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         6.5.  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         6.6.  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 specific performance or injunctive relief in\nany court of competent jurisdiction to prevent any breach or the continuation of\nany breach of the  provisions of Articles 4 and 5 and Employee  hereby  consents\nthat such equitable  relief may be granted without the necessity of the Employer\nposting any bond. The parties agree that the  resolution of any dispute  through\nthe Halliburton Dispute Resolution Plan shall be final and binding.\n\n         6.7.  This  Agreement shall be binding upon and inure to the benefit of\nEmployer,  to the extent  herein  provided,  Halliburton  and any other  person,\nassociation,  or  entity  which  may  hereafter  acquire  or  succeed  to all or\nsubstantially  all of the business or assets of Employer or  Halliburton  by any\nmeans  whether  direct or  indirect,  by  purchase,  merger,  consolidation,  or\notherwise.  Employee's  rights and obligations under this Agreement are personal\nand such rights,  benefits, and obligations of Employee shall not be voluntarily\nor involuntarily assigned,  alienated,  or transferred,  whether by operation of\nlaw or otherwise,  without the prior written consent of Employer,  other than in\nthe case of death or incompetence of Employee.\n\n         6.8.  This Agreement  replaces and merges any previous  agreements  and\ndiscussions  pertaining to the subject  matter  covered  herein.  This Agreement\nconstitutes  the entire  agreement  of the  parties  with regard to the terms of\nEmployee's  employment,  termination of employment and severance  benefits,  and\ncontains  all of  the  covenants,  promises,  representations,  warranties,  and\nagreements between the parties with respect to such matters.  Each party to this\nAgreement   acknowledges  that  no  representation,   inducement,   promise,  or\nagreement,  oral or written,  has been made by either  party with respect to the\nforegoing  matters  which  is  not  embodied  herein,  and  that  no  agreement,\nstatement, or promise relating to the employment of Employee by Employer that is\nnot contained in this Agreement shall be valid or binding.  Any  modification of\nthis  Agreement  will be  effective  only if it is in writing and signed by each\n\n                                       10\n\n\nparty whose  rights  hereunder  are  affected  thereby,  provided  that any such\nmodification must be authorized or approved by the Compensation Committee or its\ndelegate, as appropriate.\n\n         IN WITNESS  WHEREOF,  Employer and  Employee  have duly  executed  this\nAgreement in multiple originals to be effective on the Effective Date.\n\n\n                                  LANDMARK GRAPHICS CORPORATION\n\n\n                                  By:\n                                     --------------------------------------\n                                        Robert P. Peebler\n                                        Chief Executive Officer and President\n\n\n                                  EMPLOYEE\n\n\n                                  -----------------------------------------\n                                         John W. Gibson\n\n\n\n                                       11\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-39852","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\/39852","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=39852"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39852"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39852"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39852"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}