{"id":39865,"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-numar-corp-halliburton-co-and3.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"executive-employment-agreement-numar-corp-halliburton-co-and3","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/executive-employment-agreement-numar-corp-halliburton-co-and3.html","title":{"rendered":"Executive Employment Agreement &#8211; NUMAR Corp., Halliburton Co. and Melvin N. Miller"},"content":{"rendered":"<pre>\n                        EXECUTIVE EMPLOYMENT AGREEMENT\n\n\n     This Executive Employment Agreement ('Agreement'), including the attached\nExhibit 'A', is entered into by and between NUMAR Corporation, a Pennsylvania\ncorporation having offices at 508 Lapp Road, Malvern, Pennsylvania 19355\n('Employer'), Halliburton Company, a Delaware corporation having offices at 3600\nLincoln Plaza, 500 N. Akard Street, Dallas, Texas 75201-3391 ('Halliburton'),\nand Melvin N. Miller, an individual currently residing at 475 Warick Road,\nWynnewood, PA 19096 ('Employee'), to be effective at the effective date that\nEmployer becomes a subsidiary of Halliburton (the 'Effective Date').\n\n                             W I T N E S S E T H:\n\n     WHEREAS, Halliburton Company has proposed to acquire Employer as a\nsubsidiary of Halliburton; and\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 that Employer becomes a subsidiary of Halliburton\npursuant to the terms and conditions and for the consideration set forth in this\nAgreement, and Employee is desirous of continuing in the employ of Employer\npursuant to such terms and conditions and for such consideration.\n\n     NOW, THEREFORE, for and in consideration of the mutual promises, covenants,\nand obligations contained herein, Employer and Employee agree as follows:\n\nARTICLE I: 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\nDecember 31, 2001 (the 'Term'), subject to the terms and conditions of this\nAgreement.\n\n     1.2.  Beginning as of the Effective Date, Employee shall be employed as\nPresident of Employer. Employee agrees to serve in the assigned position and to\nperform diligently and to the best of Employee's abilities the duties and\nservices appertaining to such position as reasonably determined by Employer, as\nwell as such additional or different duties and services appropriate to such\nposition which Employee from time to time may be reasonably directed to perform\nby Employer. Employee shall at all times comply with and be subject to such\npolicies and procedures as Employer or Halliburton may establish from time to\ntime, including, without limitation, Halliburton's Code of Business Conduct.\n\n \n     During the Term, Employee shall report to the Board of Directors of\nEmployer. In addition, Employee shall report to a senior executive of\nHalliburton designated by Halliburton from time to time. Directions from such\nsenior executive of Halliburton shall be considered as directions from Employer\nfor purposes of this Agreement.\n\n     1.3.  Employee shall, during the period of Employee's employment by\nEmployer, devote Employee's full business time, energy, and best efforts to the\nbusiness and affairs of Employer. Employee may not engage, directly or\nindirectly, in any other business, investment, or activity that interferes with\nEmployee's performance of Employee's duties hereunder, is contrary to the\ninterest of Employer or its affiliates, or requires any significant portion of\nEmployee's business time. The foregoing notwithstanding, the parties recognize\nand agree that Employee may engage in passive personal investments and other\nbusiness activities which do not conflict with the business and affairs of the\nEmployer or its affiliates or interfere with Employee's performance of his\nduties hereunder. Employee may not serve on the board of directors of any entity\nother than the Employer during the Term without the approval of the Audit\nCommittee of Halliburton's Board of Directors in accordance with Halliburton's\npolicies and procedures regarding such service, which approval will not be\nunreasonably withheld. Employee shall be permitted to retain any compensation\nreceived for service on any unaffiliated corporation's board of directors.\n\n     1.4.  Employee acknowledges and agrees that Employee owes a fiduciary duty\nof loyalty, fidelity and allegiance to act at all times in the best interest of\nthe Employer to do no act which would intentionally injure Employer's business,\nits interests, or its reputation. It is agreed that any direct or indirect\ninterest in, connection with, or benefit from any outside activities,\nparticularly commercial activities, which interest might in any way adversely\naffect Employer, or any of its affiliates, involves a possible conflict of\ninterest. In keeping with Employee's fiduciary duties to Employer, Employee\nagrees that Employee shall not knowingly become involved in a conflict of\ninterest with Employer or its affiliates, or upon discovery thereof, allow such\na conflict to continue. Moreover, Employee agrees that Employee shall disclose\nto the Audit Committee of Halliburton's Board of Directors any facts which might\ninvolve a possible conflict of interest.\n\nARTICLE 2: COMPENSATION AND BENEFITS:\n\n     2.1.  Employee's base salary during the Term shall be not less than\n$250,000 per annum which shall be paid in accordance with the Employer's\nstandard payroll practice for its executives.\n\n     2.2.  Beginning January 1, 1998 and continuing for the remainder of the\nTerm, Employee shall participate in an incentive compensation plan adopted by\nthe Board of Directors of Employer for senior executives of Employer, subject to\napproval of such plan in accordance with Halliburton's policies and procedures\nas in effect from time to time. Such\n\n                                       2\n\n \nplan shall provide that Employee shall have an opportunity to earn an annual\nincentive bonus of up to 70% of his base salary if the objectives of such plan,\nas established by the Board of Directors of Employer in its complete discretion\non an annual basis, are achieved in full. The foregoing notwithstanding, nothing\nherein shall prevent or prohibit Employer from modifying such incentive\ncompensation plan or replacing such plan with a substitute incentive\ncompensation plan as provided in Section 2.8 hereof.\n\n     2.3.  As of the Effective Date and in consideration of the promises\ncontained herein, Halliburton shall grant to Employee under the Halliburton\nCompany 1993 Stock and Long-Term Incentive Plan a nonqualified stock option to\npurchase 12,500 shares of Halliburton's common stock. The form and other terms\nand conditions of such option (other than the exercise price, which shall be the\nclosing price of Halliburton's common stock on the New York Stock Exchange on\nthe Effective Date) are set forth in Exhibit A attached to, and forming a part\nof, this Agreement.\n\n     2.4.  As of the Effective Date, Employee shall continue to be entitled to\nall his rights under outstanding stock options held by Employee prior to the\nEffective Date, and nothing herein shall or is intended to affect any of such\nrights.\n\n     2.5.  Beginning January 1, 1998 and continuing for the remainder of the\nTerm while Employee is employed by Employer hereunder, Employee will be\ndesignated as a participant in the Halliburton Company Senior Executives'\nDeferred Compensation Plan. For the years 1998, 1999, 2000 and 2001, Employee\nwill receive an allocation of at least $62,500 to his Deferred Compensation\nAccount thereunder at the end of each full calendar year provided he was\nemployed by Employer throughout the calendar year for which such allocation is\nto be made.\n\n     2.6.  From and after the Effective Date, Employer shall pay, or reimburse\nEmployee, for all ordinary, reasonable and necessary expenses which Employee\nincurs in performing his duties under this Agreement including, but not limited\nto, travel, entertainment, professional dues and subscriptions, and all dues,\nfees and expenses associated with membership in various professional, business\nand civic associations and societies of which Employee's participation is in the\nbest interest of Employer.\n\n     2.7.  While employed by Employer, Employee shall be allowed to participate,\non the same basis generally as other employees of Employer, in all general\nemployee benefit plans and programs, including improvements or modifications of\nthe same, which on the Effective Date or thereafter are made available by\nEmployer to all or substantially all of Employer's executive employees. Such\nbenefits, plans, and programs may include, without limitation, medical, health,\nand dental care, life insurance, disability protection, and qualified retirement\nplans but, except as otherwise provided in Section 2.2 and in the last sentence\nof this Section 2.7, shall not include any incentive compensation or bonus plans\nor programs. Except as specifically provided herein, nothing in this Agreement\nis to be construed or\n\n                                       3\n\n \ninterpreted to provide greater rights, participation, coverage, or benefits\nunder such benefit plans or programs than provided to executive employees\npursuant to the terms and conditions of such benefit plans and programs. While\nemployed by Employer, Employee shall be eligible to receive grants of stock\noptions under the Halliburton Company 1993 Stock and Long-Term Incentive Plan\nand any other stock option plans adopted by Halliburton.\n\n     2.8.  Neither Employer nor Halliburton shall by reason of this Article 2 be\nobligated to institute, maintain, or refrain from changing, amending, or\ndiscontinuing, any incentive compensation or employee benefit program or plan,\nso long as such actions are similarly applicable to covered employees generally.\n\n     2.9.  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 PRIOR TO EXPIRATION OF TERM AND EFFECTS OF SUCH\n           TERMINATION:\n\n     3.1.  Employee's employment with Employer shall be terminated (i) upon the\ndeath of Employee, (ii) upon Employee's permanent disability (permanent\ndisability being defined as Employee's physical or mental incapacity to perform\nhis usual duties as an employee with such condition likely to remain\ncontinuously and permanently), or (iii) at any time during the Term by Employer\nupon notice to Employee or by Employee upon 60 days' notice to Employer for any\nor no reason; provided, however, that Employer shall not terminate Employee's\nemployment for any reason, except for 'Cause' (as hereinafter defined), prior to\nsix (6) months following the Effective Date.\n\n     3.2.  If Employee's employment is terminated by reason of a 'Voluntary\nTermination' (as hereinafter defined), the death of Employee, permanent\ndisability of Employee (as defined in Section 3.1) or by the Employer for Cause,\nall future compensation to which Employee is otherwise entitled and all future\nbenefits for which Employee is eligible shall cease and terminate as of the date\nof termination, except as specifically provided in this Section 3.2. Benefits\npayable to Employee pursuant to the plans, programs or stock option agreements\nspecified or referred to in Sections 2.2, 2.3, 2.4 or 2.5 shall be made in\naccordance with such plans, programs, stock option agreements and the provisions\nof such Sections. Employee, or his estate in the case of Employee's death, shall\nbe entitled to pro rata base salary through the date of such termination and\nshall be entitled to any individual bonuses or individual incentive compensation\nnot yet paid but due under Employer's plans but shall not be entitled to any\nother payments by or on behalf of Employer except for those which may be payable\npursuant to the terms of Employer's employee benefit plans (as hereinafter\ndefined).  For purposes of this Section 3.2, a 'Voluntary Termination' of the\nemployment relationship by Employee prior to expiration of the Term shall be a\n\n                                       4\n\n \ntermination of employment in the sole discretion of and at the election of\nEmployee, other than (i) a termination of Employee's employment because of a\nmaterial breach by Employer of any material provision of this Agreement which\nremains uncorrected for thirty (30) days following written notice of such breach\nby Employee to Employer or (ii) a termination of Employee's employment within\nsix (6) months of a change in Employee's title to a less senior position,\nmaterial reduction in his responsibility with Employer or requirement for\nEmployee to be based at a location outside a 60-mile radius of Malvern,\nPennsylvania. For purposes of this Section 3.2, the term 'Cause' shall mean any\nof (i) Employee's willful misconduct in the performance of the duties and\nservices required of Employee pursuant to this Agreement that has a material\nadverse effect on Employer; (ii) Employee's final conviction of a felony; (iii)\nEmployee's material breach of any material provision of this Agreement which\nremains uncorrected for thirty (30) days following written notice to Employee by\nEmployer of such breach which specifies the basis for the breach in detail; (iv)\na material violation of Halliburton's Code of Business Conduct; or (v)\nEmployee's breach of the Affiliate's Agreement between Employee and Halliburton\ndated June __, 1997. No act or failure shall be deemed 'willful' if due\nprimarily to an error in judgment or negligence or if in good faith and with\nreasonable belief that such act is in the best interest of Employer.\n\n     3.3.  If Employee's employment is terminated for any reason other than as\ndescribed in Section 3.2 above during the Term, (i) all of Employee's\noutstanding options to purchase shares of Halliburton common stock granted\npursuant to Section 2.3 hereof shall vest and become immediately exercisable,\nand (ii) Employer shall continue to pay to Employee as a severance benefit his\nbase salary at the rate in effect on the date of Employee's termination of\nemployment for the remainder of the unexpired Term; provided, however, that the\naggregate amount of such payments shall not be less than $250,000.  The\nseverance benefit paid pursuant to this Section 3.3 to Employee shall be in\nconsideration of Employee's continuing obligations hereunder after such\ntermination (including, without limitation, Employee's non-competition\nobligations). Employee shall not be under any duty or obligation to seek or\naccept other employment following a termination of employment pursuant to which\nseverance benefit payments under this Section 3.3 are owing and the amounts due\nEmployee pursuant to this Section 3.3 shall not be reduced or suspended if\nEmployee accepts subsequent employment or earns any amounts as a self-employed\nindividual.\n\n     Employee's rights under this Section 3.3 are Employee's sole and exclusive\nrights against the Employer or its affiliates and the Employer's sole and\nexclusive liability to Employee under this Agreement, in contract, tort or\notherwise, for the termination of his employment relationship with Employer.\nEmployee covenants not to sue or lodge any claim, demand or cause of action\nagainst Employer based upon Employee's termination of employment for any monies\nother than those specified in this Section 3.3 and except for any claims\nEmployee may have for benefits under the plans, programs and stock options\nspecified or referred to in Sections 2.2, 2.3, 2.4 or 2.5.  If Employee breaches\nthis covenant, Employer shall be entitled to recover from Employee all sums\nexpended by Employer\n\n                                       5\n\n \n(including costs and attorneys' fees), in connection with such suit, claim,\ndemand or cause of action. Nothing contained in this Section 3.3 shall be\nconstrued to be a waiver by Employee of any benefits accrued for or due Employee\nunder any employee benefit plan (as such term is defined in the Employees'\nRetirement Income Security Act of 1974, as amended) maintained by Employer,\nexcept that Employee shall not be entitled to any severance benefits pursuant to\nany severance plan or program of the Employer or Halliburton.\n\n     3.4.  Termination of the employment relationship does not terminate those\nobligations imposed by this Agreement which are continuing obligations,\nincluding, without limitation, Employee's obligations under Articles 4 and 5.\n\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 (whether during business hours or otherwise\nand whether on Employer's premises or otherwise) which relate to Employer's\nbusiness, products or services (including, without limitation, all such\ninformation relating to corporate opportunities, research, financial and sales\ndata, pricing and trading terms, evaluations, opinions, interpretations,\nacquisition prospects, the identity of customers or their requirements, the\nidentity of key contacts within the customer's organizations or within the\norganization of acquisition prospects, or marketing and merchandising\ntechniques, prospective names, and marks), and all writings or materials of any\ntype embodying any of such items, shall be the sole and exclusive property of\nEmployer.\n\n     4.2.  Employee acknowledges that the businesses of Employer and its\naffiliates are highly competitive and that their strategies, methods, books,\nrecords, and documents, their technical information concerning their products,\nequipment, services, and processes, procurement procedures and pricing\ntechniques, the names of and other information (such as credit and financial\ndata) concerning their customers and business affiliates, all comprise\nconfidential business information and trade secrets which are valuable, special,\nand unique assets which Employer or its affiliates use in their business to\nobtain a competitive advantage over their competitors.  Employee further\nacknowledges that protection of such confidential business information and trade\nsecrets against unauthorized disclosure and use is of critical importance to\nEmployer and its affiliates in maintaining their competitive position. Employee\nhereby agrees that Employee will not, at any time during or after his employment\nby Employer, make any unauthorized disclosure of any confidential business\ninformation or trade secrets of Employer or its affiliates, or make any use\nthereof, except in the carrying out of his employment responsibilities\nhereunder. Confidential business information shall not include information in\nthe public domain (but only if the same becomes part of the public domain\nthrough a means other than a disclosure prohibited hereunder).  The above\n\n                                       6\n\n \nnotwithstanding, a disclosure shall not be unauthorized if (i) it is required by\nlaw or by a court of competent jurisdiction or (ii) it is in connection with any\njudicial or other legal proceeding in which Employee's legal rights and\nobligations as an employee or under this Agreement are at issue; provided,\nhowever, that Employee shall, to the extent practicable and lawful in any such\nevents, give prior notice to Employer of his intent to disclose any such\nconfidential business information in such context so as to allow Employer an\nopportunity (which Employee will not oppose) to obtain such protective orders or\nsimilar relief with respect thereto as it may deem appropriate.\n\n     4.3.  All written materials, records, and other documents made by, or\ncoming into the possession of, Employee during the period of Employee's\nemployment by Employer which contain or disclose confidential business\ninformation or trade secrets of Employer or its affiliates shall be and remain\nthe property of Employer, or its affiliates, as the case may be. Upon\ntermination of Employee's employment by Employer, for any reason, Employee\npromptly shall deliver the same, and all copies thereof, to Employer.\n\nARTICLE 5: POST-EMPLOYMENT AND NON-COMPETITION\n           OBLIGATIONS:\n\n     5.1.  As part of the consideration for the compensation and benefits to be\npaid to Employee hereunder, and as an additional incentive for Employer to enter\ninto this Agreement, Employer and Employee agree to the non-competition\nprovisions of this Article 5.  During the term of Employee's employment and for\ntwo (2) years after any termination of employment, or if longer, for so long as\nEmployee is entitled to the payment of amounts determined in accordance with\nSection 3.3 hereof, Employee shall not directly or indirectly:  (i) engage\nanywhere in the world, in (a) the manufacture, assembly, design, development,\ndistribution or marketing of or research with respect to any product, equipment\nor service substantially similar to or in competition with any product,\nequipment or service which at any time during the term of such employment or the\nimmediately preceding twelve-month period has been manufactured, sold,\ndistributed or provided by Employer or any product, equipment or service which\nEmployer was developing during such period for future manufacture, sale or\ndistribution or (b) the provision of any service substantially similar to or in\ncompetition with any service offered by Employer at any time during such period;\n(ii) be or become a stockholder, partner, owner, officer, director or employee\nor agent of, or a consultant to, or give financial or other assistance to, any\nperson or entity considering engaging in any such activities or so engaged;\n(iii) seek in competition with the business of Employer to procure orders from\nor do business with any customer of Employer; (iv) solicit, or contact with a\nview to the engagement or employment of, any person who is an employee of\nEmployer; (v) seek to contract with or engage (in such a way as to adversely\naffect or interfere with the business of Employer) any person or entity who has\nbeen contracted with or engaged to manufacture, assemble, supply or deliver\nproducts, goods, materials or services to Employer; or (vi) engage in, or\nparticipate in any effort to act to induce any of the customers, associates,\nconsultants, and employees of Employer or any of its affiliates to take,\n\n                                       7\n\n \nany action which might be disadvantageous to Employer or any of its affiliates;\nprovided, however, that nothing herein shall prohibit the Employee and his\naffiliates from owning, as passive investors, in the aggregate not more than 5%\nof the outstanding publicly-traded stock of any corporation so engaged. The\nduration of the Employee's covenants set forth in this Section 5.1 shall be\nextended by a period of time equal to the number of days, if any, during which\nthe Employee is in violation of the provisions hereof.\n\n     The term 'Employer' as used in this Section 5.1 shall mean and include (i)\nNUMAR Corporation, (ii) NUMAR's subsidiaries and (iii) the wireline logging,\nmeasurement-while-drilling and logging-while-drilling activities (including\nresearch and development) of Halliburton and its affiliates.\n\n     5.2   (A)  Employee acknowledges and agrees that the covenants contained in\nArticles 4 and 5 hereof are fair and reasonable in light of the consideration\npaid hereunder, and that damages alone shall not be an adequate remedy for any\nbreach by Employee of his covenants contained herein and accordingly expressly\nagrees that:  in addition to any other remedies which Employer may have,\nEmployer, on its own behalf and on behalf of any of its affiliates, shall be\nentitled to injunctive relief in any court of competent jurisdiction for any\nbreach or threatened breach of any such covenants by Employee.  Nothing\ncontained herein shall prevent or delay Employer from seeking, in any court of\ncompetent jurisdiction, specific performance or other equitable remedies in the\nevent of any breach or intended breach by Employee of any of its obligations\nhereunder.\n\n           (B)  Notwithstanding the equitable relief available to Employer, the\nEmployee, in the event of a breach of his covenants contained in Articles 4 and\n5 hereof, understands and agrees that the uncertainties and delay inherent in\nthe legal process would result in the continuing breach for some period of time,\nand therefore, continuing injury to Employer until and unless Employer can\nobtain such equitable relief.  Therefore, in addition to such equitable relief,\nEmployer shall be entitled to monetary damages for any such period of breach\nuntil the termination of such breach, in an amount deemed reasonable to cover\nall actual and consequential losses, plus all monies received by Employee as a\nresult of said breach and all costs and attorneys' fees incurred by Employer in\nenforcing this Agreement.  If Employee should use or reveal to any other person\nor entity any confidential information, this will be considered a continuing\nviolation on a daily basis for so long a period of time as such confidential\ninformation is made use of by Employee or any such other person or entity.\n\n     5.3.  It is expressly understood and agreed that Employer and Employee\nconsider the restrictions contained in this Article 5 to be reasonable and\nnecessary to protect the proprietary information and\/or goodwill of Employer.\nNevertheless, if any of the aforesaid restrictions are found by a court having\njurisdiction to be unreasonable or overly broad as to geographic area or time,\nor otherwise unenforceable, the parties intend for the restrictions herein set\nforth to be modified by such courts so as to be reasonable and enforceable and,\nas so modified to be fully enforced.\n\n                                       8\n\n \nARTICLE 6: MISCELLANEOUS:\n\n     6.1.  For purposes of this Agreement, (i) the terms 'affiliates' or\n'affiliated' means an entity who directly, or indirectly through one or more\nintermediaries, controls, is controlled by, or is under common control with\nEmployer, Halliburton or Employee, as the case may be, or in which Employer,\nHalliburton or Employee, as the case may be, has a 50% or more equity interest,\nand (ii) any action or omission permitted to be taken or omitted by Employer or\nHalliburton hereunder shall only be taken or omitted by Employer or Halliburton,\nas the case may be, upon the express authority of the Board of Directors of\nEmployer and\/or Halliburton, as applicable, or of any Committee of the\nrespective Boards to which authority over such matters may have been delegated.\n\n     6.2.  Although executed and delivered by the parties hereto, this Agreement\nis contingent upon the Employer becoming a  subsidiary of Halliburton and shall\nnot become effective until such time as the Employer has become a  subsidiary of\nHalliburton.\n\n     6.3.  For purposes of this Agreement, notices and all other communications\nprovided for herein shall be in writing and shall be deemed to have been duly\ngiven when received by or tendered to Employee, Halliburton 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 or Halliburton, to Halliburton Company at its corporate\n     headquarters to the attention of the General Counsel of Halliburton\n     Company.\n\n     If to Employee, to his last known personal residence.\n\n     6.4.  This Agreement shall be governed in all respects by the laws of the\nCommonwealth of Pennsylvania, without regard to principles of conflict of law,\nunless preempted by federal law, in which case federal law shall govern.\n\n     6.5.  No failure by either party hereto at any time to give notice of any\nbreach by the other party of, or to require compliance with, any condition or\nprovision of this Agreement shall be deemed a waiver of similar or dissimilar\nprovisions or conditions at the same or at any prior or subsequent time.\n\n     6.6.  It is a desire and intent of the parties that the terms, provisions,\ncovenants, and remedies contained in this Agreement shall be enforceable to the\nfullest extent permitted by law. If any such term, provision, covenant, or\nremedy of this Agreement or the application thereof to any person, association,\nor entity or circumstances shall, to any extent, be construed to be invalid or\nunenforceable in whole or in part, then such term, provision, covenant, or\nremedy shall be construed in a manner so as to permit its enforceability under\n\n                                       9\n\n \nthe applicable law to the fullest extent permitted by law. In any case, the\nremaining provisions of this Agreement or the application thereof to any person,\nassociation, or entity or circumstances other than those to which they have been\nheld invalid or unenforceable, shall remain in full force and effect.\n\n     6.7.  This Agreement shall be binding upon and inure to the benefit of\nEmployer and, 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 by any means whether\ndirect or indirect, by purchase, merger, consolidation, or otherwise. Employee's\nrights and obligations under this Agreement are personal and such rights,\nbenefits, and obligations of Employee shall not be voluntarily or involuntarily\nassigned, alienated, or transferred, whether by operation of law or otherwise,\nwithout the prior written consent of Employer, other than in the case of death\nor incompetence of Employee.\n\n     6.8.  Effective with the effective date that Employer becomes a subsidiary\nof Halliburton, this Agreement shall supersede, replace and merge any previous\nactions by Employer's Board of Directors or any Committee of such Board,\nagreements and discussions pertaining to the subject matter covered herein,\nincluding, without limitation, the Employment Agreement dated July 18, 1996,\nbetween Employer and Employee.  From and after the Effective Date, this\nAgreement constitutes the entire agreement of the parties with regard to such\nsubject matter, and contains all of the covenants, promises, representations,\nwarranties, and agreements between the parties with respect such subject matter.\nEach party to this Agreement acknowledges that no representation, inducement,\npromise, or agreement, oral or written, has been made by either party with\nrespect to such subject matter, which is not embodied herein, and that no\nagreement, statement, or promise relating to the employment of Employee by\nEmployer that is not contained in this Agreement shall be valid or binding. Any\nmodification of this Agreement will be effective only if it is in writing and\nsigned by each party whose rights hereunder are affected thereby, provided that\nany such modification must be authorized or approved by the Board of Directors\nof Employer.\n\n                                       10\n\n \n     IN WITNESS WHEREOF, Employer, Halliburton and Employee have duly executed\nthis Agreement in multiple originals to be effective on the Effective Date.\n\n                        NUMAR CORPORATION\n\n\n                        By: \/s\/ DR. MELVIN N. MILLER\n                            -------------------------------------\n                        Name:   Dr. Melvin N. Miller\n                        Title:  Chairman of the Board, President\n                                and Chief Executive Officer\n\n\n\n                        HALLIBURTON COMPANY\n\n\n                        By: \/s\/ LESTER L. COLEMAN\n                            -------------------------------------\n                        Name:   Lester L. Coleman\n                        Title:  Executive Vice President and \n                                General Counsel  \n                                \n                        EMPLOYEE\n\n                            \/s\/ DR. MELVIN N. MILLER\n                            -------------------------------------    \n                                Dr.  Melvin N. Miller\n\n\nDate:  6\/9\/97\n\n                                       11\n\n \n                                 EXHIBIT A TO\n                        EXECUTIVE EMPLOYMENT AGREEMENT\n                                BY AND BETWEEN\n                      MELVIN N. MILLER, NUMAR CORPORATION\n                            AND HALLIBURTON COMPANY\n\n\n\n                      NONSTATUTORY STOCK OPTION AGREEMENT\n\n     AGREEMENT made as of the __ day of ____________, 1997 between HALLIBURTON\nCOMPANY, a Delaware corporation (the 'Company'), and Melvin N. Miller\n('Employee').\n\n     To carry out the purposes of the HALLIBURTON COMPANY 1993 STOCK AND LONG-\nTERM INCENTIVE PLAN (the 'Plan'), by affording Employee the opportunity to\npurchase shares of common stock, par value $2.50 per share, of the Company\n('Stock'), and in consideration of the mutual agreements and other matters set\nforth herein, in the Executive Employment Agreement by and between NUMAR\nCorporation, the Company and Employee and in the Plan, the Company and Employee\nhereby agree as follows:\n\n     1.  GRANT OF OPTION.  The Company hereby irrevocably grants to Employee the\n         ---------------                                                        \nright and option ('Option') to purchase all or any part of an aggregate of\n12,500 shares of Stock, on the terms and conditions set forth herein and in the\nPlan, which Plan is incorporated herein by reference as a part of this\nAgreement. This Option shall not be treated as an incentive stock option within\nthe meaning of section 422(b) of the Internal Revenue Code of 1986, as amended\n(the 'Code').\n\n     2.  PURCHASE PRICE.  The purchase price of Stock purchased pursuant to the\n         --------------                                                        \nexercise of this Option shall be $________ per share, which has been determined\nto be not less than the fair market value of the Stock at the date of grant of\nthis Option. For all purposes of this Agreement, fair market value of Stock\nshall be determined in accordance with the provisions of the Plan.\n\n     3.  EXERCISE OF OPTION.  Subject to the earlier expiration of this Option\n         ------------------                                                   \nas herein provided, this Option may be exercised, by written notice to the\nCompany at its principal executive office addressed to the attention of its Vice\nPresident and Secretary, at any time and from time to time after the date of\ngrant hereof, but, except as otherwise provided below, this Option shall not be\nexercisable for more than a percentage of the aggregate number of shares offered\nby this Option determined by the number of full years from the date of grant\nhereof to the date of such exercise, in accordance with the following schedule:\n\n                                       1\n\n \n \n<font size=\"2\"> \n                               Percentage of Shares\n     Number of Full Years      That May be Purchased\n     --------------------      ---------------------\n                             \n     Less than 1 year                    0%\n     1 year                         33 1\/3%\n     2 years                            67%\n     3 years                           100%\n<\/font> \n\n\n     This Option is not transferable by Employee otherwise than by will or the\nlaws of descent and distribution, and may be exercised only by Employee during\nEmployee's lifetime. This Option may be exercised only while Employee remains an\nemployee of the Company, subject to the following exceptions:\n\n          (a)  If Employee's employment with the Company terminates by reason of\n     disability (disability being defined as being physically or mentally\n     incapable of performing the Employee's usual duties as an Employee with\n     such condition likely to remain continuously and permanently, as determined\n     by the Company or employing subsidiary), this Option may be exercised in\n     full by Employee (or Employee's estate or the person who acquires this\n     Option by will or the laws of descent and distribution or otherwise by\n     reason of the death of Employee) at any time during the period of one year\n     following such termination.\n\n          (b)  If Employee dies while in the employ of the Company, Employee's\n     estate, or the person who acquires this Option by will or the laws of\n     descent and distribution or otherwise by reason of the death of Employee,\n     may exercise this Option in full at any time during the period of one year\n     following such termination.\n\n          (c)  If Employee's employment with the Company terminates by reason of\n     retirement at or after age 65 or early retirement with consent of the\n     Committee administering the Plan or its delegate, as appropriate, this\n     Option may be exercised by Employee at any time during the period ending on\n     the Expiration Date (as defined below), but only as to the number of shares\n     Employee was entitled to purchase on the date of such exercise in\n     accordance with the schedule set forth above.  If Employee dies after such\n     retirement, this Option may be exercised in full by Employee's estate (or\n     the person who acquires this Option by will or the laws of descent and\n     distribution or otherwise by reason of the death of Employee) during the\n     period ending on the earlier of the Expiration Date or the third\n     anniversary of Employee's death.\n\n          (d)  If Employee shall, as a result of the termination of his\n     employment with Employer, become entitled to the severance benefits set\n     forth in Section 3.3 of that certain Executive Employment Agreement of even\n     date herewith by and among Employee, NUMAR Corporation and the Company (the\n     'Employment Agreement'), this Option may be exercised in full by Employee\n     at any time during \n\n                                       2\n\n \n     the period of 90 days following such termination or by Employee's estate\n     (or the person who acquires this Option by will or the laws of descent and\n     distribution or otherwise by reason of the death of the Employee) during\n     the period of six months following Employee's death if Employee dies during\n     such period. Capitalized terms used in this subparagraph (d) but not\n     defined shall have the meanings ascribed in the Employment Agreement. If\n     Employee shall become entitled to severance benefits as aforesaid within\n     six months from the date of grant of this Option, the time periods\n     specified in this subparagraph in which the Option may be exercised shall\n     begin at the end of such six month period.\n\n          (e)  If Employee's employment with the Company terminates for any\n     reason other than those set forth in subparagraphs (a) through (d) above,\n     this Option may be exercised by Employee at any time during the period of\n     30 days following such termination, or by Employee's estate (or the person\n     who acquires this Option by will or the laws of descent and distribution or\n     otherwise by reason of the death of the Employee) during a period of six\n     months following Employee's death if Employee dies during such 30-day\n     period, but in each case only as to the number of shares Employee was\n     entitled to purchase hereunder upon exercise of this Option as of the date\n     Employee's employment so terminates.\n\n     This Option shall not be exercisable in any event prior to the expiration\nof six months from the date of grant hereof or after the expiration of ten years\nfrom the date of grant hereof (the 'Expiration Date') notwithstanding anything\nhereinabove contained. The purchase price of shares as to which this Option is\nexercised shall be paid in full at the time of exercise (a) in cash (including\ncheck, bank draft or money order payable to the order of the Company), (b) by\ndelivering to the Company shares of Stock having a fair market value equal to\nthe purchase price, or (c) by a combination of cash or Stock. Payment may also\nbe made, in the discretion of the Committee or its delegate, as appropriate, by\ndelivery (including by facsimile transmission) to the Company of an executed\nirrevocable option exercise form, coupled with irrevocable instructions to a\nbroker-dealer designated by the Company to simultaneously sell a sufficient\nnumber of the shares as to which the option is exercised and deliver directly to\nthe Company that portion of the sales proceeds representing the exercise price.\nNo fraction of a share of Stock shall be issued by the Company upon exercise of\nan Option or accepted by the Company in payment of the purchase price thereof;\nrather, Employee shall provide a cash payment for such amount as is necessary to\naffect the issuance and acceptance of only whole shares of Stock. Unless and\nuntil a certificate or certificates representing such shares shall have been\nissued by the Company to Employee, Employee (or the person permitted to exercise\nthis Option in the event of Employee's death) shall not be or have any of the\nrights or privileges of a shareholder of the Company with respect to shares\nacquirable upon an exercise of this Option.\n\n     4.   WITHHOLDING OF TAX.  To the extent that the exercise of this Option or\n          ------------------                                                    \nthe disposition of shares of Stock acquired by exercise of this Option results\nin compensation income to Employee for federal or state income tax purposes,\nEmployee shall deliver to the Company at the time of such exercise or\ndisposition such amount of money or shares of \n\n                                       3\n\n \nStock as the Company may require to meet its withholding obligation under\napplicable tax laws or regulations, and, if Employee fails to do so, the Company\nis authorized to withhold from any cash or Stock remuneration then or thereafter\npayable to Employee any tax required to be withheld by reason of such resulting\ncompensation income. Employee shall have the right to determine whether money or\nshares of Stock shall be delivered to the Company. Upon an exercise of this\nOption, the Company is further authorized in its discretion to satisfy any such\nwithholding requirement out of any cash or shares of Stock distributable to\nEmployee upon such exercise.\n\n     5.   STATUS OF STOCK.  Notwithstanding any other provision of this\n          ---------------                                              \nAgreement, in the absence of an effective registration statement for issuance\nunder the Securities Act of 1933, as amended (the 'Act'), of the shares of Stock\nacquirable upon exercise of this Option, or an available exemption from\nregistration under the Act, issuance of shares of Stock acquirable upon exercise\nof this Option will be delayed until registration of such shares is effective or\nan exemption from registration under the Act is available. The Company intends\nto use its best efforts to ensure that no such delay will occur in the event\nexemption from registration under the Act is available upon an exercise of this\nOption, Employee (or the person permitted to exercise this Option in the event\nof Employee's death or incapacity), if requested by the Company to do so, will\nexecute and deliver to the Company in writing an agreement containing such\nprovisions as the Company may require to assure compliance with applicable\nsecurities laws.\n\n     Employee agrees that the shares of Stock which Employee may acquire by\nexercising this Option will not be sold or otherwise disposed of in any manner\nwhich would constitute a violation of any applicable securities laws, whether\nfederal or state.  Employee also agrees (i) that the certificates representing\nthe shares of Stock purchased under this Option may bear such legend or legends\nas the Company deems appropriate in order to assure compliance with applicable\nsecurities laws, (ii) that the Company may refuse to register the transfer of\nthe shares of Stock purchased under this Option on the stock transfer records of\nthe Company if such proposed transfer would in the opinion of counsel\nsatisfactory to the Company constitute a violation of any applicable securities\nlaw and (iii) that the Company may give related instructions to its transfer\nagent, if any, to stop registration of the transfer of the shares of Stock\npurchased under this Option.\n\n     If Employee desires to sell any shares of Stock acquired pursuant to the\nprovisions of this Agreement and if such shares may not be sold on the open\nmarket without registration pursuant to applicable securities laws, then the\nCompany shall, within five days after notice from Employee indicating his\nintention to sell such shares and the number of shares to be sold, purchase for\ncash such shares at a price per share based on the closing sales price for\nshares of Stock traded on the New York Stock Exchange on the date of receipt by\nthe Company of said notice.\n\n     6.   EMPLOYMENT RELATIONSHIP.  For purposes of this Agreement, Employee\n          -----------------------                                           \nshall be considered to be in the employment of the Company as long as Employee\nremains an employee of either the Company, a parent or subsidiary corporation\n(as defined in section 424 of the Code) of the Company, or a corporation or a\nparent or subsidiary of such\n\n                                       4\n\n \ncorporation assuming or substituting a new option for this Option. Any question\nas to whether and when there has been a termination of such employment, and the\ncause of such termination, shall be determined by the Committee or its delegate,\nas appropriate, and such determination shall be final.\n\n     7.   BINDING EFFECT.  This Agreement shall be binding upon and inure to the\n          --------------                                                        \nbenefit of any successors to the Company and all persons lawfully claiming under\nEmployee.\n\n     8.   GOVERNING LAW.  This Agreement shall be governed by, and construed in\n          -------------                                                        \naccordance with, the laws of the State of Texas excluding any conflict-of-law\nrule or principle that might refer to the laws of another State or country.\n\n     IN WITNESS WHEREOF, the Company has caused this Agreement to be duly\nexecuted by its officer thereunto duly authorized, and Employee has executed\nthis Agreement, all as of the day and year first above written.\n\n                                            HALLIBURTON COMPANY\n\n                                            By:\n                                            Name: ____________________________\n                                            Title: ___________________________\n\n\n\n                                            __________________________________\n                                            Melvin N. Miller\n                                            Employee\n\n\n                                       5\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7712,8386],"corporate_contracts_industries":[9454,9413],"corporate_contracts_types":[9539,9544],"class_list":["post-39865","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-halliburton-co","corporate_contracts_companies-numar-corp","corporate_contracts_industries-manufacturing__industrial","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\/39865","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=39865"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39865"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39865"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39865"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}