{"id":40389,"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-ken-r-lesuer.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"retirement-agreement-halliburton-co-and-ken-r-lesuer","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/retirement-agreement-halliburton-co-and-ken-r-lesuer.html","title":{"rendered":"Retirement Agreement &#8211; Halliburton Co. and Ken R. LeSuer"},"content":{"rendered":"<pre>\n                               September 29, 1998\n\n\n\nMr. Ken R. LeSuer\nVice Chairman\nHalliburton Company\n2500 Halliburton Center\n5151 San Felipe\nHouston, Texas 77056\n\nDear Ken:\n\n         You have  announced your  intention to take early  retirement  from the\nemploy of the Company  effective  January 1, 1999. We appreciate  your almost 40\nyears of loyal and dedicated service to the Company. I especially appreciate the\nadvice and support you have given to me over the past three years since I joined\nthe Company.\n\n         Our  discussions  have included the terms of your continued  employment\nprior to your retirement,  the performance by you of certain consulting services\nfollowing your retirement and your forbearance from taking certain actions,  all\nas more  particularly set forth below. As used in succeeding  paragraphs of this\nagreement, the 'Company' means Halliburton Company and its affiliates. It is our\nmutual understanding that the terms of agreement are as hereinafter set forth.\n\n                                        I\n\n                     CONTINUED EMPLOYMENT; EARLY RETIREMENT\n\n         A. Position and Salary; Retirement.  During the period from the date of\nyour execution of this agreement (the 'Effective Date') through the closing date\n(the 'Closing Date') of the merger transaction with Dresser Industries, Inc. you\nwill  continue to be employed as Vice  Chairman of the Company and will continue\nas a member of the Executive Committee of the Company.  Effective on the Closing\nDate,  you will  voluntarily  resign as an officer of the  Company  and from all\nother positions,  posts,  offices and assignments with the Company or any of the\nCompany's affiliates (including, but not limited to, your service as a member of\nthe Executive Committee and as a Trustee of the Halliburton  Foundation,  Inc.),\nexcept for those which the Chief Executive  Officer of the Company  specifically\nrequests your service thereon to continue, but in no case after January 1, 1999.\nFollowing the Closing Date,  you will be provided with an office  located on the\n25th floor of Halliburton  Center and you will vacate your current office within\n10 business days after being informed of the location of your new office. During\nthe period  beginning  with the Closing Date through  January 1, 1999,  you will\ncontinue to be employed as an employee of the Company, on which latter date your\nemployment will terminate. Your salary during the period from the Effective Date\n\n\n                                       2\n\nhereof through  January 1, 1999 (the  'Employment  Period') will continue at the\npresent rate per month, payable twice monthly following  performance of service.\nYou will also be paid your accrued  vacation through December 31, 1998. All such\npayments  shall  be  less  customary   withholding   for  taxes  and  applicable\ndeductions, and shall be subject to any elections under the Halliburton Elective\nDeferral Plan (the 'Elective  Deferral Plan'). You acknowledge that the payments\nmade pursuant to this paragraph A and paragraph C below of this Section I are in\nfull  satisfaction  of all wages,  benefits and other  compensation  owed by the\nCompany and its  affiliates  for your  employment or service to your  retirement\ndate.\n\n         Since your employment during 1999 will be limited to one day, you agree\nto waive any right you may have for  vacation pay for 1999 and not to assert any\nclaim with respect thereto.  You further  understand and agree that you will not\nbe designated as a participant in the Performance Pay Plan (as defined below) or\nthe Deferred Compensation Plan (as defined below) for the 1999 plan year.\n\n         As of the close of  business  on January  1, 1999,  you will take early\nretirement  as an employee of the Company and  promptly  thereafter  vacate your\noffice space at Halliburton Center in Houston.\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 $625,000 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 10-year period commencing after the 1998 allocations\nto your SERP and ERISA Offset Accounts have been made.\n\n         C. Annual  Performance  Pay  Plan.  You will  receive the amount of any\nReward that may be payable under the  Halliburton  Annual  Performance  Pay Plan\n('Performance  Pay  Plan')  for the 1998 Plan  Year,  such  Reward to be paid in\naccordance  with the  applicable  provisions of such Plan. You will also receive\nthe unpaid  amounts of any  Rewards  for prior Plan Years  which will be paid as\nprovided  under the Plan.  Such payments will be subject to any elections  under\nthe Elective Deferral 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.\n\n\n                                       3\n\n\n         F. Retiree  Medical  Plan.  Following  your  retirement,  you  will  be\neligible to  participate in the Halliburton Retiree Medical Plan under the  same\nterms and conditions as other Company early retirees.\n\n         G. Other Benefit Programs.  Payments, benefits or accruals set forth in\nparagraphs A through F above  are in  addition  to  any  payments,  benefits  or\naccruals to which you may be entitled under  the Halliburton  Profit Sharing and\nSavings  Plan, the Halliburton  Retirement Plan, the Elective  Deferral Plan and\nany 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\nJanuary 2, 1999 and ending December 31, 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\n\n                                       4\n\n\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\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,   Expenses,  Etc.  During  the\nConsulting  Period  and expressly  contingent on your not being in breach of any\nof the conditions  specified in paragraphs A, B, C and D of this Section II, you\nwill be entitled to:\n\n            1.    Office  space  and  part-time  secretarial  support in Company\n                  owned  or leased  office space  as may  be  mutually agreeable\n                  to you and the Company or, failing\n\n                                       5\n\n\n                  mutual  agreement at  any time as  to Company  owned or leased\n                  space, $1,750  per  month  (prorated  as  appropriate)  as  an\n                  allowance  for rental  office space  and part-time secretarial\n                  support.\n\n            2.    Office furnishings and equipment (including computer equipment\n                  for access to the Company's network).\n\n            3.    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\n                  an  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         C. Further Release.  In recognition that your employment  will continue\nthrough  January 1,  1999, you  agree to  execute and deliver on your retirement\ndate a separate  release  containing language substantially  similar to that set\nforth  in  Paragraph  B of  this  Section,  in  order  to release any claim that\nmay arise during the Employment Period.\n\n                                       6\n\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.\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 employment  during the Employment  Period and the performance of consulting\nservices during the Consulting Period,  please so indicate by dating and signing\nboth duplicate originals of this 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\/ Ken R. LeSuer\n----------------------------\n      Ken R. LeSuer\n\n\nDated:  October 20, 1998\n      ----------------------\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-40389","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\/40389","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=40389"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40389"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40389"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40389"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}