{"id":40388,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/retirement-agreement-halliburton-co-and-dale-p-jones.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"retirement-agreement-halliburton-co-and-dale-p-jones","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/retirement-agreement-halliburton-co-and-dale-p-jones.html","title":{"rendered":"Retirement Agreement &#8211; Halliburton Co. and Dale P. Jones"},"content":{"rendered":"<pre>\n                               September 29, 1998\n\n\n\nMr. Dale P. Jones\nVice Chairman\nHalliburton Company\n500 North Akard Street\n3600 Lincoln Plaza\nDallas, TX   75201\n\nDear Dale:\n\n         You have  announced your  intention to take early  retirement  from the\nemploy of the  Company on  October  2, 1998 and to resign as a  Director  of the\nCompany on the earlier of October 2, 1998 or the  effective  date of the Dresser\nmerger.  We appreciate your more than 33 years of loyal and dedicated service to\nthe Company.  I especially  appreciate the counsel and support you have given to\nme over the past three years since I joined the Company.\n\n         Our discussions have included the terms of certain consulting  services\nto be performed by you  following  your  retirement  and your  forbearance  from\ntaking certain  actions,  all as more  particularly  set forth below. As used in\nsucceeding  paragraphs  of  this  agreement,  the  'Company'  means  Halliburton\nCompany.  It is our  mutual  understanding  that the terms of  agreement  are as\nhereinafter set forth.\n\n                                        I\n\n                                EARLY RETIREMENT\n\n         A. Retirement.  On October 2, 1998, you will retire from the service of\nthe  Company and will  voluntarily  resign as an officer of the Company and from\nall other positions,  posts,  offices and assignments with the Company or any of\nthe  Company's  affiliates,  including,  but not limited  to, your  service as a\nmember  of  the  Executive  Committee  and  as  a  Trustee  of  the  Halliburton\nFoundation,  Inc. You will also voluntarily  resign as a member of the Company's\nBoard of  Directors  on the  earlier to occur of October 2, 1998 or the  closing\ndate of the merger transaction with Dresser Industries, Inc.\n\n         Your salary will continue  through your  retirement date at the present\nrate per month, payable twice monthly following performance of service. You will\nalso be paid your accrued vacation through such date. All such payments shall be\nless customary  withholding  for taxes and applicable  deductions,  and shall be\nsubject to any  elections  under the  Halliburton  Elective  Deferral  Plan (the\n\n\n                                       2\n\n'Elective  Deferral  Plan').  You agree that,  within 5 business days after your\nretirement date, you will vacate your office space at 3600 Lincoln Plaza.\n\n         B. Senior Executives' Deferred  Compensation Plan. On December 31, 1998\nyour Deferred  Compensation  Account ('SERP Account') in the Senior  Executives'\nDeferred  Compensation Plan (the 'Deferred  Compensation Plan') will be credited\nwith $500,000 in  supplemental  retirement  benefits for the 1998 plan year. The\napplicable  accounts  under such Plan will also be credited for such period with\namounts equal to (i) reductions in  contributions to which you would be entitled\nunder  the  Halliburton  Profit  Sharing  and  Savings  Plan  by  reason  of the\nlimitations  imposed  under the  Internal  Revenue Code or by reason of elective\ndeferrals under the Elective  Deferral Plan,  ('ERISA Offset  Account') and (ii)\ninterest  earned on account  balances in accordance  with the provisions of such\nPlan. Upon approval of the administrative  committee appointed to administer the\nDeferred  Compensation  Plan,  you will receive the amounts in your  accounts in\nmonthly   installments   over  a  24-month  period  commencing  after  the  1998\nallocations to your SERP and ERISA Offset Accounts have been made.\n\n         C. Annual  Performance  Pay Plan. The amount of any Reward earned under\nthe Halliburton  Annual  Performance Pay Plan  ('Performance  Pay Plan') for the\n1998 Plan Year shall be prorated through the date of your retirement and paid in\naccordance with the applicable  provisions of such Plan. Any adjustments made by\nthe  Compensation  Committee of Directors to the  performance  goals  previously\nestablished  by such  Committee for the 1998 Plan Year will be applicable to the\ncalculation  of your Reward for such Plan Year. You will also receive the unpaid\namounts of any Rewards for prior Plan Years which will be paid as provided under\nthe Plan.  Such  payments  will be subject to any  elections  under the Elective\nDeferral Plan and customary withholding for taxes.\n\n         D. Vesting of Restricted  Stock.  Effective with your retirement and on\nsuch  date,  restrictions  on  shares of  Common  Stock  issued to you under the\nHalliburton  Company Career  Executive  Incentive Stock Plan and the Halliburton\nCompany 1993 Stock and Long-Term Incentive Plan (the '1993 Plan') which have not\ntheretofore lapsed will lapse in their entirety.\n\n         E. Vesting of Stock Options.  Your stock options granted under the 1993\nPlan will vest in  accordance  with the terms of your  respective  stock  option\nagreements.  To the  extent  that,  after  the  date  of  your  retirement,  the\nCompensation  Committee of Directors  approves any changes to outstanding  stock\noptions  applicable  to your stock  option  grants  such  option  grants will be\namended to reflect any such changes or, if  amendment  thereof is not legally or\nadministratively  feasible,  you  will  receive  a  cash  payment  in an  amount\nreasonably  determined  to be the present  value of such change as it relates to\nyour outstanding stock options.\n\n         F. Retiree Medical Plan.  You will be eligible  to  participate  in the\nHalliburton  Retiree  Medical Plan  under the same terms and conditions as other\nCompany early retirees.\n\n         G. Other Benefit  Programs.  Payments,  benefits  or accruals set forth\nin paragraphs A through F above are in addition  to any  payments,  benefits  or\n\n                                       3\n\n\naccruals  to  which  you may be  entitled  under  the Halliburton Profit Sharing\nand  Savings Plan, the Halliburton  Retirement Plan, the Elective  Deferral Plan\nand any welfare benefit plans in accordance with their respective terms.\n\n                                       II\n\n             CONSULTING SERVICES FOR THE COMPANY AND ITS AFFILIATES\n\n         A. Consultation  and Business  Promotion.  During  the period beginning\nOctober 2, 1998 through  September 30, 2000 ('Consulting  Period'),  you will be\nretained as a consultant to the Company and its affiliates. You will, during the\nConsulting  Period,  fulfill  all of your prior  customer  commitments  and,  as\nreasonably  requested  by the Chief  Executive  Officer of the  Company,  aid in\nbusiness promotion, cooperate in customer entertainment,  assist with respect to\nspecial  problems or projects  and consult  with and advise the Chief  Executive\nOfficer of the  Company or other  members of  management  of the Company and its\nbusiness units in your particular  areas of expertise.  In assisting the Company\nand the aforesaid  units, you will not be required to devote more than one-third\nof your time thereto, although travel outside Texas may be required. Your status\nwhile performing duties hereunder will be that of an independent  contractor and\nnot that of a Company employee.\n\n         B. Furtherance of Company Interests.  During the Consulting Period, you\nwill use your best  efforts to enhance the image of the  Company,  its  business\nunits  and their  respective  managements  (provided  that  such  efforts,  when\ncombined  with the  services  specified in paragraph A of this Section II do not\nrequire you to devote more than  one-third of your time  thereto) and to refrain\nfrom taking any action or making any statements inconsistent therewith.\n\n         C. Entering  Into  Competition  and Conflicts of Interest.  Without the\nprior written approval of the Chief Executive  Officer of the Company,  you will\nnot, during the Consulting  Period,  accept payment from, be employed by, become\nan officer, director,  partner,  principal,  employee or consultant to or have a\nsubstantial  equity  ownership in, any  corporation,  partnership or business in\ncompetition with the Company or any of its affiliated  companies.  Once granted,\nany such approval may be  subsequently  withdrawn if (i) it is determined by the\nChief Executive Officer of the Company, in his sole discretion,  that the nature\nof your  relationship  with such competitor is in conflict with the Company's or\nany of its  affiliates'  interests;  (ii) you are  notified  in  writing of such\ndetermination and (iii) you do not immediately  following receipt of such notice\nterminate  your  relationship  with such  competitor.  Upon  withdrawal  of such\napproval,  the  Company's  obligation  to pay  consulting  fees as set  forth in\nparagraph E below will terminate. Because of the nature and scope of your duties\nwith the Company during your employment, we have agreed that it is necessary and\nreasonable for the prohibition set forth in the first sentence of this paragraph\nto be applied nationwide. After the end of the Consulting Period, you may engage\nin the prohibited activities described in this paragraph to the extent that such\nactivities are consistent with your remaining  obligations  under paragraph D of\nSection II of this agreement.  The purchase by you, directly or indirectly,  for\ninvestment of the publicly traded stock of a competitor of the Company or any of\nits  affiliates  representing  not  more  than  one  percent  (1%) of the  total\noutstanding  stock of such  competitor or the holding thereof will not be deemed\n\n                                       4\n\n\nto constitute the  acquisition or holding of a substantial  equity  ownership in\nsuch competitor for the purposes of this paragraph.\n\n         D. Confidential  Information.  You  will  not  at any  time after  your\nretirement, without prior written approval of the Chief Executive Officer of the\nCompany,  disclose  to any  unauthorized  person or competitor any  confidential\ninformation  or  confidential  knowledge  as to the  business and affairs of the\nCompany or any of its affiliates which you have  received  during  the course of\nyour  employment  with  the Company  or  which  you may receive in the course of\nconsulting or advising hereunder.\n\n         E. Consulting  Fees. In  consideration  of  the foregoing but expressly\nsubject to the provisions of paragraph F below,  during  the Consulting  Period,\nyou  will  receive  consulting  fees in  monthly payments of $20,834 on the last\nbusiness day in the month for which payment is to be made.\n\n         F. Conditions   Precedent  to  Payment   of  Consulting  Fees;   Death.\nNotwithstanding anything to the contrary contained in this agreement, payment of\nconsulting fees pursuant to paragraph E of this Section will be made only if the\nconditions  set  forth in  paragraphs  A, B, C and D of this  Section  are fully\nsatisfied at the time the payment is payable.  Should you become  disabled  and,\ntherefore,  be unable to devote up to one-third of your time to the  performance\nof consulting services as you may be required to perform pursuant to paragraph A\nof this Section and such disability shall continue for a three-month period, the\nCompany's  obligation to pay consulting fees as set forth in paragraph E of this\nSection will terminate at the end of such three-month period.\n\n         If during  the  Consulting  Period,  you  should  die,  any  amounts of\nconsulting fees then unpaid for any period of time prior to your death,  will be\npaid to your  estate or personal  representative,  plus the amount of any unpaid\nexpenses.\n\n         G. Participation  in  Other Benefit  Programs.  Payments to be received\npursuant to Paragraph E of this Section II are in addition to any payments which\nyou may be  receiving  or which you are  entitled to receive  under the Deferred\nCompensation  Plan,  the  Halliburton  Profit  Sharing  and  Savings  Plan,  the\nHalliburton  Retirement Plan, the Elective Deferral Plan and the Performance Pay\nPlan.\n\n         H. Office Space, Secretarial Support, Club Memberships, Expenses,  Etc.\nDuring  the  Consulting  Period  and expressly  contingent on  your not being in\nbreach of  any of the  conditions  specified in paragraphs A, B, C and D of this\nSection II, you will be entitled to:\n\n            1.   $1,750 per month as an allowance for office space and part-time\n                 secretarial support.\n\n            2.   Office furnishings and equipment (including  computer equipment\n                 for access to the Company's network).\n\n            3.   Retention,  at  the  Company's  expense, of  memberships in the\n                 Dallas Country Club and the Dallas Petroleum Club.\n\n                                       5\n\n\n            4.   During each 12-month period, one customer trip to the Company's\n                 facilities  at  Duck  Key,  Florida,  and one  hunting trip for\n                 Company customers.\n\n            5.   Reimbursement   for    reasonable    and    necessary   travel,\n                 entertainment   and   office  expenses   which  you   incur  in\n                 performance of  the duties  specified in paragraph  A  of  this\n                 Section promptly following your submission to the Company of an\n                 appropriately  documented  expense claim.\n\n                                       III\n\n                                     RELEASE\n\n         A. Representation.  You represent,  warrant and agree that you have not\nfiled any claims, appeals, complaints,  charges or lawsuits against the Company,\nits  affiliates  or any of  their  respective  employees,  officers,  directors,\nshareholders,   agents  and  representatives  (collectively,   the  'Halliburton\nParties')  with any  governmental  agency or court and that you will not file or\npermit to be filed or accept benefit from any claim, complaint or petition filed\nwith  any  court  by you or on your  behalf  at any  time  hereafter;  provided,\nhowever,  this shall not limit you from filing an action for the sole purpose of\nenforcing your rights under this agreement.  Further,  you represent and warrant\nthat no other person or entity has any interest in, or assignment of, any claims\nor causes of action you may have against any Halliburton Party and which you now\nrelease in their entirety.\n\n         B. Release.  You  agree to release,  acquit and discharge and do hereby\nrelease,  acquit and discharge the Company, its affiliates,  and all Halliburton\nParties, collectively and individually, from any and all claims and from any and\nall causes of action, of any kind or character,  whether now known or not known,\nyou may have against any of them,  including,  but not limited to, (i) any claim\nfor  benefits,  compensation,  remuneration,  salary,  or wages,  and the costs,\ndamages and expenses  related  thereto;  and (ii) all claims or causes of action\narising  from  your  employment,  termination  of  employment,  or  any  alleged\ndiscriminatory  employment  practices,  including but not limited to any and all\nclaims or causes of action  arising under the Age  Discrimination  in Employment\nAct, as amended  ('ADEA'),  29 U.S.C. ss. 621, et seq. and any and all claims or\ncauses of action arising under any other federal, state or local laws pertaining\nto discrimination in employment or equal employment opportunity; except that the\nparties agree that your release,  acquittal and discharge  shall not relieve the\nCompany from its obligations under this agreement.  This release also applies to\nany claims or causes of action of the types  specified  in clauses  (i) and (ii)\nabove which are brought by any person or agency or class  action under which you\nmay have a right or benefit.\n\n                                       IV\n\n                               GENERAL PROVISIONS\n\n         A. Non-assignability. This agreement shall be binding upon and inure to\nthe benefit of the  respective  successors  in interests of the parties  hereto.\n\n                                       6\n\nNotwithstanding the foregoing, the rights to receive payments hereunder pursuant\nto  Section  II  hereof  are  hereby   expressly   declared   to  be   personal,\nnon-assignable  and  non-transferable  except by will or  intestacy,  and in the\nevent of any attempted assignment or transfer of any such rights contrary to the\nprovisions  hereof, the Company will have no further liability for payments with\nrespect thereto hereunder.\n\n         B. Injunctive  and Other Relief.  You recognize that the services to be\nrendered  hereunder  are  unique  and that in the  event of your  breach  of the\nconditions to be performed by you under  paragraphs A and B of Section II hereof\nor in the event  that you take  such  actions  as are  prohibited  hereunder  in\nparagraphs  C and D of such  Section,  the Company  will be  entitled,  if it so\nelects,  to  institute  and  prosecute  proceedings  in any  court of  competent\njurisdiction,  in law or in  equity,  to obtain  damages  for any breach of this\nagreement or to enforce the specific  performance  thereof or to enjoin you from\ntaking the actions prohibited in paragraphs C and D of Section II hereof.\n\n         C. Governing  Law  and  Amendment.  This  letter  contains  the  entire\nagreement between the parties and will be  governed under  the laws of the State\nof Texas.  It may not be amended orally, but only by agreement in writing signed\nby each of the parties.\n\n         If you agree that the above constitutes our  understanding  relating to\nyour retirement and the performance of consulting services during the Consulting\nPeriod,  please so indicate by dating and signing  both  duplicate  originals of\nthis letter and return one duplicate original to me.\n\n                                  Very truly yours,\n\n\n\n\n                                  \/s\/ Dick Cheney\n\n\n\nACCEPTED AND AGREED TO:\n\n\n\n\/s\/  Dale P. Jones\n--------------------------\n     Dale P. Jones\n\n\nDated:   9\/29\/98\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":[9539,9551],"class_list":["post-40388","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__severance"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40388","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=40388"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40388"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40388"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40388"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}