{"id":39903,"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-performance-plan-halliburton-co.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"executive-performance-plan-halliburton-co","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/executive-performance-plan-halliburton-co.html","title":{"rendered":"Executive Performance Plan &#8211; Halliburton Co."},"content":{"rendered":"<pre>                     HALLIBURTON EXECUTIVE PERFORMANCE PLAN\n                            EFFECTIVE JANUARY 1, 2000\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n                                      INDEX\n\nARTICLE I......................................................................1\nPURPOSE........................................................................1\n\nARTICLE II.....................................................................1\nDEFINITIONS....................................................................1\n\n     2.1  Definitions..........................................................1\n          -----------\n     2.2  Number...............................................................4\n          ------\n     2.3  Headings.............................................................5\n          --------\n\nARTICLE III....................................................................5\nPARTICIPATION..................................................................5\n\n     3.1  Participants.........................................................5\n          ------------\n     3.2  Partial Plan Year Participation......................................5\n          -------------------------------\n     3.3  No Right to Participate..............................................6\n          -----------------------\n     3.4  Executive Plan Exclusive.............................................6\n          ------------------------\n     3.5  Consent to Dispute Resolution........................................6\n          -----------------------------\n\nARTICLE IV.....................................................................7\nADMINISTRATION.................................................................7\n\nARTICLE V......................................................................7\nREWARD DETERMINATIONS..........................................................7\n\n     5.1  Performance Measures.................................................7\n          --------------------\n     5.2  Performance Requirements.............................................7\n          ------------------------\n     5.3  Reward Determinations................................................8\n          ---------------------\n     5.4  Reward Opportunities.................................................8\n          --------------------\n     5.5  Discretionary Adjustments............................................8\n          -------------------------\n     5.6  Discretionary Bonuses................................................8\n          ---------------------\n\nARTICLE VI.....................................................................9\nDISTRIBUTION OF REWARDS........................................................9\n\n     6.1  Form and Timing of Distribution......................................9\n          -------------------------------\n     6.2  Excess Remuneration..................................................9\n          -------------------\n     6.3  Elective Deferral....................................................9\n          -----------------\n     6.4  Tax Withholding.....................................................10\n          ---------------\n     6.5  Dividends on Restricted Shares......................................10\n          ------------------------------\n     6.6  Lump Sum Payments...................................................10\n          -----------------\n\n                                       ii\n\n\n\nARTICLE VII...................................................................10\nTERMINATION OF EMPLOYMENT.....................................................10\n\n     7.1  Termination of Service During Plan Year.............................10\n          --------------------------------------- \n     7.2  Termination of Service After End of Plan Year\n          ---------------------------------------------\n          But Prior to Payment Date...........................................11\n          -------------------------\n\nARTICLE VIII..................................................................12\nRIGHTS OF PARTICIPANTS AND BENEFICIARIES......................................12\n\n     8.1  Status as a Participant or Beneficiary..............................12\n          --------------------------------------\n     8.2  Employment..........................................................12\n          ----------\n     8.3  Nontransferability..................................................12\n          ------------------\n     8.4  Nature of Executive Plan............................................13\n          ------------------------\n\nARTICLE IX....................................................................13\nCORPORATE CHANGE..............................................................13\n\nARTICLE X.....................................................................14\nAMENDMENT AND TERMINATION.....................................................14\n\nARTICLE XI....................................................................14\nMISCELLANEOUS.................................................................14\n\n    11.1  Governing Law.......................................................14\n          ------------- \n    11.2  Severability........................................................14\n          ------------\n    11.3  Successor...........................................................14\n          ---------\n    11.4  Effective Date......................................................14\n          --------------\n\n\n\n                                      iii\n\n\n\n                                   HALLIBURTON\n                           EXECUTIVE PERFORMANCE PLAN\n\n\n         The Compensation Committee of Directors of Halliburton Company,  hereby\nestablishes  the  Halliburton  Executive  Performance  Plan,  to be effective in\naccordance with the provisions of Section 11.4 hereof.\n\n\n                                    ARTICLE I\n\n                                     PURPOSE\n\n         The  purpose  of  the  Halliburton   Executive  Performance  Plan  (the\n'Executive  Plan')  is to  reward  certain  officers  of  the  Company  and  its\nAffiliates for improving financial results which drive the creation of value for\nshareholders of the Company and thereby, serve to attract,  motivate, reward and\nretain high  caliber  employees  required  for the success of the  Company.  The\nExecutive Plan provides a means to link total and individual  cash  compensation\nto Company performance, as measured by Cash Value Added ('CVA'), on the basis of\nParticipant  sharing in CVA  improvement,  a demonstrated  driver of shareholder\nvalue. In addition,  to further relate  compensation  earned under the Executive\nPlan to shareholder  value  creation,  to build executive stock ownership and to\nprovide  incentives  for  Participants  to focus on a time frame longer than one\nyear, the Executive Plan provides that incentive  compensation earned for a Plan\nYear will be paid in the form of  restricted  stock  issued under the 1993 Stock\nand Long-Term  Incentive Plan (the '1993 Plan') or a successor stock plan, which\nstock vests over a three-year period.\n\n\n                                   ARTICLE II\n\n                                   DEFINITIONS\n\n         2.1  Definitions.  Where the following  words and phrases appear in the\nExecutive Plan, they shall have the respective  meanings set forth below, unless\ntheir context clearly indicates to the contrary.\n\n              'Affiliate'  shall   mean   a  Subsidiary  of  the  Company  or  a\ndivision or designated group of the Company or a Subsidiary.\n\n\n                                       1\n\n\n\n              'Base  Reward' shall  mean the dollar  amount of  a  Participant's\n         incentive  compensation  under  the  Executive  Plan  for a  Plan  Year\n         determined in accordance with Section 5.3.\n\n              'Base   Salary'  shall   mean  the   regular  cash    compensation\n         actually paid during a Plan Year to a Participant for services rendered\n         or labor performed while participating in the Executive Plan, including\n         base  pay a  Participant  could  have  received  in cash in lieu of (i)\n         contributions  made on such  Participant's  behalf to a qualified  plan\n         maintained by the Company or to any cafeteria plan under Section 125 of\n         the Code  maintained by the Company and (ii) deferrals of  compensation\n         made at the Participant's election pursuant to a plan or arrangement of\n         the Company or an  Affiliate,  but  excluding  any  Rewards  under this\n         Executive Plan and any other bonuses, incentive pay or special awards.\n\n              'Beneficiary' shall  mean the  person,  persons, trust  or  trusts\n         entitled by Will or the laws of descent and distribution to receive the\n         benefits  specified  under  the  Executive  Plan  in the  event  of the\n         Participant's death prior to full payment of a Reward.\n\n              'Board  of Directors' shall  mean the  Board of  Directors of  the\n         Company.\n\n              'Business   Unit  CVA'  shall   mean   the   respective   CVA   of\n         designated  business  units,  each calculated on an aggregate basis for\n         their respective operations.\n\n              'Cause' shall  mean (i) the final  conviction of  the  Participant\n         of a felony  under  Federal  law or the law of the state in which  such\n         action  occurred,  (ii) gross  negligence or willful  misconduct in the\n         performance  of  the  Participant's  employment  duties  or  (iii)  the\n         Participant's  material  violation  of the  Company's  Code of Business\n         Conduct.\n\n              'CEO' shall mean the Chief Executive Officer of the Company.\n\n              'Code' shall mean the Internal Revenue Code of 1986, as amended.\n\n              'Committee' shall  mean  the Compensation  Committee of  Directors\n         of the  Company,  appointed  by the Board of  Directors  from among its\n         members,  no member of which  shall be an  employee of the Company or a\n         Subsidiary.\n\n              'Common  Stock' shall  mean  the  common  stock,  par  value $2.50\n         per share, of the Company.\n\n              'Company' shall mean Halliburton Company and its successors.\n\n              'Company CVA' shall mean CVA calculated on a consolidated basis.\n\n\n                                       2\n\n\n\n              'Corporate  Change'  shall  have  the   meaning  ascribed  in  the\n         Company's 1993 Plan.\n\n              'CVA'  shall mean  the  difference  between  operating  cash  flow\n         and a capital  charge,  calculated in accordance  with the criteria and\n         guidelines set forth in the Corporate Policy entitled 'Cash Value Added\n         (CVA),' as in effect at the time any such calculation is made.\n\n              'Dispute  Resolution Program'  shall mean  the Halliburton Dispute\n         Resolution Plan.\n\n              'ERISA' shall  mean the  Employee Retirement  Income Security  Act\n         of 1974, as amended.\n\n              'Executive  Committee' shall  mean the  Executive Committee of the\n         Company.\n\n              'Executive   Plan'   shall   mean   the   Halliburton    Executive\n         Performance   Plan,   effective  January  1,  2000,  as  the  same  may\n         subsequently  be amended from time to time.  The Executive  Plan is the\n         successor  plan to the  Annual  Performance  Pay Plan for  Participants\n         hereunder.\n\n              'Fair  Market  Value' shall  mean  the  average  closing price per\n         share of the Common  Stock on the New York Stock  Exchange  (or, if the\n         Common Stock is not then listed on such  exchange,  such other national\n         securities  exchange on which the Common  Stock is then listed) for all\n         trading days during the  applicable  Plan Year.  If the Common Stock is\n         not  publicly  traded on a national  securities  exchange at the time a\n         determination  of its  value  is  required  to be made  hereunder,  the\n         determination  of its Fair Market Value shall be made by the  Committee\n         in such manner as it deems appropriate.\n\n              'Group  CVA' shall  mean the  respective  CVA  of the  Halliburton\n         Energy Group, the Engineering and Construction  Services Group, and the\n         Dresser  Equipment  Group,  each  calculated on an aggregate  basis for\n         their respective operations.\n\n              '1993 Plan' shall  mean  the Company's  1993  Stock and  Long-Term\n         Incentive Plan, as amended.\n\n              'Participant'  shall  mean   any  active  Senior  Officer  of  the\n         Company or an Affiliate who participates in the Executive Plan pursuant\n         to the  provisions  of Article  III hereof.  An  employee  shall not be\n         eligible  to  participate  in the  Executive  Plan  while on a leave of\n         absence.\n\n              'Participant  Category'  shall  mean a  grouping  of  Participants\n         determined in accordance with the applicable provisions of Article III.\n\n\n                                       3\n\n\n\n              'Payment  Date' shall  mean,  with  respect  to a particular  Plan\n         Year,  the last business day of February of the year next following the\n         end of such Plan Year.\n\n              'Performance  Goals'  shall  mean,  for  a  particular  Plan Year,\n         established levels of applicable Performance Measures.\n\n              'Performance   Measures'   shall   mean   the  criteria   used  in\n         determining  Performance Goals for particular  Participant  Categories,\n         which may include one or more of the following:  Company CVA, Group CVA\n         and Business Unit CVA.\n\n              'Plan  Year' shall  mean  the  calendar  year ending  December 31,\n         2000 and each subsequent calendar year thereafter.\n\n              'Restricted  Shares'  shall  mean  shares  issued  under  the 1993\n         Plan  which  are  subject  to  restrictions  on the  sale,  assignment,\n         hypothecation or other transfer, encumbrance or disposition.\n\n              'Reward'  shall  mean  such  number  of  Restricted  Shares as are\n         equal to 125% of the Base  Reward  divided  by the Fair  Market  Value,\n         rounded to the nearest whole share.\n\n              'Reward   Opportunity'   shall   mean,   with   respect  to   each\n         Participant  Category,   incentive  reward  amounts,   expressed  as  a\n         percentage  of Base  Salary,  which  corresponds  to various  levels of\n         pre-established  Performance Goals,  determined  pursuant to the Reward\n         Schedule.\n\n              'Reward  Schedule'  shall  mean  the  schedule  which  aligns  the\n         level of  achievement  of  applicable  Performance  Goals  with  Reward\n         Opportunities  for a  particular  Plan  Year,  such  that the  level of\n         achievement of the pre-established Performance Goals at the end of such\n         Plan Year will determine the Base Reward.\n\n              'Section  16  Officer'  shall  mean an  officer who  is subject to\n         Section 16 of the Securities Exchange Act of 1934, as amended,  and the\n         rules promulgated thereunder.\n\n              'Senior  Officer'  shall  mean a  full officer  of the  Company or\n         an Affiliate at the Vice President level or above.\n\n              'Subsidiary'  shall mean any  corporation 50  percent or  more  of\n         whose voting power is owned,  directly or indirectly, by the Company.\n\n         2.2   Number.  Wherever appropriate herein,  words used in the singular\nshall be  considered to include the plural and words used in the plural shall be\nconsidered to include the singular.\n\n\n                                       4\n\n\n\n         2.3  Headings.  The  headings  of  Articles  and  Sections  herein  are\nincluded  solely for convenience, and if there is any conflict  between headings\nand the text of the Executive Plan, the text shall control.\n\n\n                                   ARTICLE III\n\n                                  PARTICIPATION\n\n         3.1  Participants.  Active  employees  who are members of the Executive\nCommittee or Section 16 Officers as of the  beginning of each Plan Year shall be\nParticipants for such Plan Year. In addition,  such other Senior Officers as may\nbe  designated  annually  as  Participants  by the CEO  prior to the last day of\nFebruary each Plan Year shall be Participants for such Plan Year.\n\n         3.2  Partial Plan Year Participation. If, after the beginning of a Plan\nYear, an employee who was not previously a Participant for such Plan Year (i) is\nnewly  appointed or elected as a member of the Executive  Committee or a Section\n16 Officer or (ii)  returns to active  employment  as a member of the  Executive\nCommittee or as a Section 16 Officer following a leave of absence, such employee\nshall become a Participant effective with such appointment or election or return\nto active  service,  as the case may be, for the balance of the Plan Year,  on a\nprorated basis,  unless the Committee shall  determine,  in its sole discretion,\nthat the  participation  shall be delayed  until the  beginning of the next Plan\nYear. If, after the beginning of the Plan Year, (i) a person is newly elected or\nappointed  as a Senior  Officer  (other  than a Section 16  Officer)  or (ii) an\nemployee  who was not  previously  a  Participant  for such Plan Year returns to\nactive  employment  as a  Senior  Officer  (other  than a  Section  16  Officer)\nfollowing a leave of absence, the CEO, or his delegate, may designate in writing\nsuch  person  as a  Participant  for the pro  rata  portion  of such  Plan  Year\nbeginning on the first day of the month following such designation.\n         If a Senior Officer who has previously been designated as a Participant\nfor a particular  Plan Year takes a leave of absence  during such Plan Year, all\nof such Participant's  rights to a Reward for such Plan Year shall be forfeited,\nunless  the  Committee  (with  respect to a  Participant  who is a member of the\n\n\n                                       5\n\n\n\nExecutive  Committee  or a Section 16 Officer)  or the CEO (with  respect to any\nother  Participant) shall determine that such Participant's Base Reward for such\nPlan Year  shall be  prorated  based upon that  portion of the Plan Year  during\nwhich he or she was an active Participant,  in which case the prorated amount of\nthe Base Reward shall be paid in accordance  with the  applicable  provisions of\nArticle VI.\n         Each  Participant  shall be assigned to a  Participant  Category at the\ntime  he  or  she  becomes  a  Participant  for a  particular  Plan  Year.  If a\nParticipant  thereafter  incurs a change in status due to  promotion,  demotion,\nreassignment  or transfer,  (i) the  Committee,  in the case of the CEO or other\nSection 16 Officer or (ii) the CEO,  or his  delegate,  in the case of any other\nParticipant, may approve in writing such adjustment in such Participant's Reward\nOpportunity as deemed appropriate under the circumstances (including termination\nof participation in the Executive Plan for the remainder of the Plan Year), such\nadjustment  to be made on a pro rata  basis  for the  balance  of the Plan  Year\neffective with the first day of the month  following such approval,  unless some\nother effective date is specified.\n\n         3.3  No Right to Participate.  Except as provided  in Sections  3.1 and\n3.2, no Participant or other employee of the Company or an Affiliate  shall,  at\nany time,  have a right to  participate in the Executive Plan for any Plan Year,\nnotwithstanding  having  previously  participated  in the  Executive  Plan  or a\npredecessor plan.\n\n         3.4  Executive  Plan  Exclusive.   No  employee  shall   simultaneously\nparticipate in this Executive Plan and in any other short-term incentive plan of\nthe Company or an Affiliate  unless such employee's  participation in such other\nplan is approved by the CEO, or his delegate.\n\n         3.5  Consent to Dispute Resolution. Participation in the Executive Plan\nconstitutes  consent by the  Participant to be bound by the terms and conditions\nof the Dispute  Resolution Program which in substance requires that all disputes\narising  out of or in any way  related  to  employment  with the  Company or its\n\n\n                                       6\n\n\n\nAffiliates,  including any disputes  concerning the Executive  Plan, be resolved\nexclusively through such program, which includes binding arbitration as the last\nstep.\n\n\n                                   ARTICLE IV\n\n                                 ADMINISTRATION\n\n         Each Plan Year,  the Committee  shall  establish the basis for payments\nunder the Executive Plan in relation to given  Performance  Goals, as more fully\ndescribed  in  Article  V hereof,  and,  following  the end of each  Plan  Year,\ndetermine the Base Reward payable for each Participant  Category.  The Committee\nis authorized to construe and interpret the Executive Plan, to prescribe,  amend\nand rescind rules, regulations and procedures relating to its administration and\nto make all other  determinations  necessary or advisable for  administration of\nthe Executive  Plan. The CEO shall have such authority as is expressly  provided\nin the Executive  Plan. In addition,  as permitted by law, the Committee and the\nCEO may delegate such of their respective  authority granted under the Executive\nPlan as  deemed  appropriate;  provided,  however,  that the  Committee  may not\ndelegate its  authority  with  respect to matters  relating to the CEO and other\nSection 16 Officers or its responsibilities under Article V hereof. Decisions of\nthe Committee and the CEO, or their respective delegates, in accordance with the\nauthority  granted hereby or delegated  pursuant  hereto shall be conclusive and\nbinding.  Subject only to compliance  with the express  provisions  hereof,  the\nCommittee,  the CEO and their  respective  delegates  may act in their  sole and\nabsolute  discretion  with respect to matters within their  authority  under the\nExecutive Plan.\n\n\n                                    ARTICLE V\n\n                              REWARD DETERMINATIONS\n\n         5.1  Performance  Measures.  CVA shall be the only Performance  Measure\nin determining Performance Goals for any Plan Year.\n\n         5.2  Performance  Requirements. Prior  to the last  day of February  of\neach  Plan Year, (i) the  Committee  shall  approve the  Company CVA, applicable\nGroup CVA  and  applicable  Business  Unit  CVA  Performance  Goals for  certain\n\n\n                                       7\n\n\n\nParticipant Categories and (ii) the Committee shall establish  a Reward Schedule\nwhich  aligns  the level  of achievement  of applicable  Performance Goals  with\nReward  Opportunities,   such   that   the   level   of   achievement   of   the\npre-established Performance Goals at the end of the Plan Year will determine the\nBase Reward.\n\n         5.3  Reward  Determinations.  After  the end of  each  Plan  Year,  the\nCommittee shall  determine the extent to which the  Performance  Goals have been\nachieved  and  the  amount  of the  Base  Reward  shall  be  computed  for  each\nParticipant in accordance with the Reward Schedule.\n\n         5.4  Reward  Opportunities. The  established  Reward Opportunities  may\nvary in  relation to  the  Participant  Categories and  within  the  Participant\nCategories.  In the event a Participant  changes  Participant  Categories during\na Plan  Year, the  Participant's  Reward  Opportunities  shall  be  adjusted  in\naccordance with the applicable provisions of Section 3.2.\n\n         5.5  Discretionary  Adjustments.  Once  established, Performance  Goals\nwill not be changed during the Plan Year. However, if the Committee, in its sole\nand absolute discretion, determines that there  has  been  (i) a  change  in the\nbusiness,  operations,  corporate  or  capital  structure,  (ii) a change in the\nmanner in which  business is  conducted  or (iii) any other  material  change or\nevent which will impact one or more Performance  Goals in a manner the Committee\ndid not intend, then the Committee may, reasonably  contemporaneously  with such\nchange  or  event,  make  such  adjustments  as it shall  deem  appropriate  and\nequitable  in  the  manner  of  computing  the  relevant   Performance  Measures\napplicable to such Performance Goal or Goals for the Plan Year.\n\n         5.6  Discretionary   Bonuses.   Notwithstanding   any  other  provision\ncontained  herein to the contrary,  the Committee  may, in its sole  discretion,\nmake such other or additional  bonus  payments to a Participant as it shall deem\nappropriate.\n\n\n                                       8\n\n\n\n                                   ARTICLE VI\n\n                             DISTRIBUTION OF REWARDS\n\n         6.1  Form and Timing of  Distribution.  The Reward shall be paid in the\nform of  Restricted  Shares  awarded under the 1993 Plan as of the Payment Date.\nThe terms and  conditions of the award shall be set forth in a restricted  stock\nagreement  between  the  Participant  and  the  Company.  The  restricted  stock\nagreement shall provide, among other things, that restrictions on the Restricted\nShares  will lapse in three equal  annual  installments  beginning  on the first\nanniversary of the Payment Date,  provided that the  Participant is continuously\nemployed by the Company or an Affiliate  through the applicable  lapse date. The\nforegoing  notwithstanding,  if the Participant's  employment is terminated as a\nresult of (i) normal retirement on or after age 65, (ii) death, (iii) disability\nas determined by the Company or employing  Affiliate or (iv)  termination by the\nCompany or employing Affiliate for other than Cause, all remaining  restrictions\non the  Restricted  Shares  shall  lapse  on the  date  of such  termination  of\nemployment.  In the event of the Participant's termination of employment for any\nother reason,  including  retirement prior to age 65, all Restricted Shares then\nsubject to restrictions shall be forfeited, unless retention of all or a portion\nof such shares is approved by the Committee or its delegate,  in the Committee's\nor such delegate's sole discretion.\n\n         6.2  Excess  Remuneration.  Notwithstanding  the  provisions of Section\n6.1, the Committee may, in its discretion, with respect to a Participant  who is\na 'covered employee' for purposes of Section 162(m) of the Code,  determine that\npayment  of  that  portion  of  a  Reward  which  would   otherwise  cause  such\nParticipant's   compensation   to  exceed  the   limitation  on  the  amount  of\ncompensation  deductible  by the  Company in any taxable  year  pursuant to such\nSection 162(m), shall be deferred until such Participant is no longer a 'covered\nemployee.'\n\n         6.3  Elective  Deferral. Rewards payable  in Restricted Shares pursuant\nto Section 6.1 shall not be eligible for deferral under the Halliburton Elective\nDeferral  Plan or other similar plan.  The  foregoing  notwithstanding,  nothing\nherein  shall be deemed to preclude a  Participant's  election,  pursuant to the\naforementioned  Elective  Deferral  Plan or similar  plan, to defer receipt of a\n\n\n                                       9\n\n\n\npercentage of any Base Reward payable in cash pursuant to Section 6.6 beyond the\ntime such amount would have been payable hereunder.\n\n         6.4  Tax Withholding.  The Company or employing  entity  through  which\npayment  of a Reward  is to be made  shall  have the  right to  deduct  from any\npayment  hereunder  any amounts that Federal,  state,  local or foreign tax laws\nrequire with respect to such payments.\n\n         6.5  Dividends on Restricted Shares.  A Participant will be entitled to\nreceive dividends on the Restricted Shares during the restricted period.  Except\nas provided in the foregoing sentence, no interest or dividend equivalents shall\nbe accrued or paid under this Executive Plan.\n\n         6.6  Lump Sum Payments. Notwithstanding  the provisions of Section 6.1,\nin the event of termination of a Participant's employment prior to the Plan Year\nPayment  Date for any reason other than death (in which event  payment  shall be\nmade in  accordance  with  the  applicable  provisions  of  Article  VII),  such\nParticipant  shall  receive the amount of any Base Reward (or  prorated  portion\nthereof)  which is payable  pursuant to Section 7.1 or Section 7.2 in a lump sum\npayment.\n         The lump sum  payment  shall be paid in cash on the Plan  Year  Payment\nDate, or as soon thereafter as practicable,  with respect to the Base Reward (or\nthe prorated portion thereof) earned for such Plan Year.\n\n\n                                   ARTICLE VII\n\n                            TERMINATION OF EMPLOYMENT\n\n         7.1  Termination   of  Service  During  Plan  Year.  In   the  event  a\nParticipant's  employment is terminated prior to the last business day of a Plan\nYear for any reason  other than  death,  normal  retirement  at or after age 65,\ndisability (as determined by the Company or employing  Affiliate) or termination\nby the  Company  or  employing  Affiliate  for  other  than  Cause,  all of such\nParticipant's  rights to a Reward for such Plan Year shall be forfeited,  unless\nthe Committee (with respect to a Participant who was the CEO or other Section 16\nOfficer) or the CEO (with respect to any other Participant) shall determine that\n\n\n                                       10\n\n\n\nsuch  Participant's  Base Reward for such Plan Year shall be prorated based upon\nthat portion of the Plan Year during which he or she was a Participant, in which\ncase the prorated amount of the Base Reward shall be paid in accordance with the\nprovisions of Section 6.6. In the case of a Participant's  death during the Plan\nYear, the amount of such  Participant's Base Reward prorated through the date of\ndeath shall be paid in a cash lump sum payment to the  Participant's  estate, or\nif there is no administration of the estate, to the heirs at law, on the Payment\nDate,  or as soon  thereafter  as  practicable.  In the case of a  Participant's\ntermination of employment during the Plan Year as a result of such Participant's\ndisability  or  normal  retirement  at or  after  age  65,  the  amount  of such\nParticipant's Base Reward prorated through the termination date shall be paid in\naccordance with the provisions of Section 6.6. In the case where a Participant's\nemployment  is  terminated  during  the Plan Year by the  Company  or  employing\nAffiliate for any reason other than Cause, the full amount of such Participant's\nBase Reward shall be paid in accordance with Section 6.6.\n\n         7.2  Termination of Service After End of Plan Year But Prior to Payment\nDate. If a Participant's employment is terminated after the end of the Plan Year\nbut prior to the Payment Date for any reason other than death, normal retirement\nat or after age 65,  disability  (as  determined  by the  Company  or  employing\nAffiliate) or termination  by the Company or employing  Affiliate for other than\nCause,  all of a  Participant's  rights to a Reward  for such Plan Year shall be\nforfeited unless the Committee (with respect to a Participant who was the CEO or\nother  Section 16  officer) or the CEO (with  respect to any other  Participant)\nshall determine that such  Participant's Base Reward for such Plan Year shall be\npaid in  accordance  with  the  provisions  of  Section  6.6.  In the  case of a\nParticipant's  death  after the end of the Plan  Year but  prior to the  Payment\nDate, the amount of the Base Reward shall be paid to such Participant's  estate,\nor if there  is no  administration  of the  estate,  to the  heirs at law on the\nPayment  Date  or  as  soon  thereafter  as  practicable.   In  the  case  of  a\nParticipant's termination of employment after the end of the Plan Year but prior\nto the  Payment  Date as a  result  of  such  Participant's  disability,  normal\nretirement  at or  after  age 65 or  termination  by the  Company  or  employing\n\n\n                                       11\n\n\n\nAffiliate  for other than Cause,  the amount of the Base Reward shall be paid to\nthe Participant in accordance with the provisions of Section 6.6.\n\n\n                                  ARTICLE VIII\n\n                    RIGHTS OF PARTICIPANTS AND BENEFICIARIES\n\n         8.1  Status as a Participant or Beneficiary. Status as a Participant or\nBeneficiary  shall not be  construed  as a  commitment  that any Reward  will be\nearned or payable under the Executive Plan.\n\n         8.2  Employment.  Nothing  contained  in the  Executive  Plan or in any\ndocument  related to the  Executive  Plan or to any Reward shall confer upon any\nParticipant any right to continue as an employee or in the employ of the Company\nor an Affiliate or  constitute  any  contract or agreement of  employment  for a\nspecific  term or  interfere  in any way with the  right  of the  Company  or an\nAffiliate to reduce such person's  compensation,  to change the position held by\nsuch person or to  terminate  the  employment  of such  person,  with or without\ncause.\n\n         8.3  Nontransferability. No benefit payable under, or interest in, this\nExecutive Plan shall be subject in any manner to anticipation, alienation, sale,\ntransfer,  assignment,  pledge,  encumbrance  or charge  and any such  attempted\naction  shall be void and no such  benefit or interest  shall be, in any manner,\nliable  for,  or  subject  to,  debts,  contracts,  liabilities  or torts of any\nParticipant or Beneficiary; provided, however, that, nothing in this Section 8.3\nshall  prevent  transfer  (i) by Will,  (ii) by  applicable  laws of descent and\ndistribution or (iii) pursuant to an order that satisfies the requirements for a\n'qualified  domestic  relations  order'  as such  term  is  defined  in  section\n206(d)(3)(B) of ERISA and section  414(p)(1)(A) of the Code,  including an order\nthat  requires  distributions  to an  alternate  payee prior to a  Participant's\n'earliest retirement age' as such term is defined in section 206(d)(3)(E)(ii) of\nERISA and section 414(p)(4)(B) of the Code. Any attempt at transfer,  assignment\nor other  alienation  prohibited by the preceding  sentence shall be disregarded\nand all amounts  payable  hereunder  shall be paid only in  accordance  with the\nprovisions of the Executive Plan.\n\n\n                                       12\n\n\n\n         8.4  Nature of Executive Plan.  No  Participant,  Beneficiary  or other\nperson  shall have any right,  title or interest in any fund or in any  specific\nasset of the  Company or any  Affiliate  by reason of any Reward or Base  Reward\nhereunder.  There shall be no funding of any benefits  which may become  payable\nhereunder.  Nothing  contained in the Executive Plan (or in any document related\nthereto),  nor the creation or adoption of the  Executive  Plan,  nor any action\ntaken  pursuant to the  provisions  of the Executive  Plan shall  create,  or be\nconstrued to create, a trust of any kind or a fiduciary relationship between the\nCompany or an Affiliate and any Participant, Beneficiary or other person. To the\nextent  that a  Participant,  Beneficiary  or other  person  acquires a right to\nreceive  payment with respect to a Reward or Base Reward  hereunder,  such right\nshall be no greater  than the right of any  unsecured  general  creditor  of the\nCompany or other employing entity, as applicable. All cash amounts payable under\nthe  Executive  Plan  shall be paid from the  general  assets of the  Company or\nemploying  entity,  as  applicable,  and no special or separate  fund or deposit\nshall be  established  and no  segregation  of  assets  shall be made to  assure\npayment of such amounts.  Nothing in the Executive  Plan shall be deemed to give\nany employee any right to participate in the Executive Plan except in accordance\nherewith.\n\n\n                                   ARTICLE IX\n\n                                CORPORATE CHANGE\n\n         In the event of a Corporate Change, (i) with respect to a Participant's\nReward  for  the  Plan  Year  in  which  the  Corporate  Change  occurred,  such\nParticipant  shall be entitled to an immediate cash payment equal to the maximum\namount  of  Base  Reward  he or she  could  have  received  for the  Plan  Year,\nmultiplied  by 125% and prorated to the date of the Corporate  Change;  and (ii)\nwith  respect to a Corporate  Change that occurs  after the end of the Plan Year\nbut prior to the Payment Date, a  Participant  shall be entitled to an immediate\ncash payment equal to 125% of the Base Reward earned for such Plan Year.\n\n\n                                       13\n\n\n\n                                    ARTICLE X\n\n                            AMENDMENT AND TERMINATION\n\n         Notwithstanding  anything herein to the contrary, the Committee may, at\nany time, terminate or, from time to time amend, modify or suspend the Executive\nPlan;  provided,  however,  that,  without the prior consent of the Participants\naffected,  no such action may adversely  affect any rights or  obligations  with\nrespect to any Rewards theretofore earned for a particular Plan Year, whether or\nnot the  amounts of such  Rewards  have been  computed  and  whether or not such\nRewards are then payable.\n\n\n                                   ARTICLE XI\n\n                                  MISCELLANEOUS\n\n         11.1 Governing Law. The Executive Plan and all related  documents shall\nbe governed  by, and  construed  in  accordance  with,  the laws of the State of\nTexas,  without  giving  effect to the  principles  of conflicts of law thereof,\nexcept to the extent preempted by federal law. The Federal Arbitration Act shall\ngovern all matters with regard to arbitrability.\n\n         11.2 Severability. If any provision of the Executive Plan shall be held\nillegal or invalid for any  reason,  said  illegality  or  invalidity  shall not\naffect the remaining provisions hereof;  instead,  each provision shall be fully\nseverable  and the  Executive  Plan shall be  construed  and enforced as if said\nillegal or invalid provision had never been included herein.\n\n         11.3 Successor. All obligations of the Company under the Executive Plan\nshall be binding upon and inure to the benefit of any  successor to the Company,\nwhether the  existence  of such  successor is the result of a direct or indirect\npurchase,  merger,  consolidation,  or otherwise, of all or substantially all of\nthe business and\/or assets of the Company.\n\n         11.4 Effective  Date.  This Executive  Plan shall be effective from and\nafter  January 1, 2000,  and shall remain in effect until such time as it may be\nterminated or amended pursuant to Article X.\n\n\n                                       14\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":[9539,9546],"class_list":["post-39903","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__incentive"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/39903","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=39903"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39903"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39903"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39903"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}