Sample Business Contracts

Executive Employment Agreement - Halliburton Co. and Margaret E. Carriere

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     This Executive Employment Agreement  ("Agreement"),  is entered into by and
between  Halliburton  Company  ("Employer"  or  "Halliburton")  and  Margaret E.
Carriere  ("Employee"),  to be effective  on February  14, 2001 (the  "Effective

                              W I T N E S S E T H:

     WHEREAS, Employee is currently employed by Employer; and

     WHEREAS,  Employer is desirous of  continuing  the  employment  of Employee
after the  Effective  Date  pursuant  to the terms  and  conditions  and for the
consideration  set  forth  in  this  Agreement,  and  Employee  is  desirous  of
continuing in the employ of Employer  pursuant to such terms and  conditions and
for such consideration.

     NOW, THEREFORE, for and in consideration of the mutual promises, covenants,
and obligations contained herein, Employer and Employee agree as follows:


     1.1. Employer agrees to employ Employee, and Employee agrees to be employed
by Employer, beginning as of the Effective Date and continuing until the date of
termination  of Employee's  employment  pursuant to the  provisions of Article 3
(the "Term"), subject to the terms and conditions of this Agreement.

     1.2. Beginning as of the Effective Date, Employee shall be employed as Vice
President-Human Resources of Employer.  Employee agrees to serve in the assigned
position or in such other executive  capacities as may be requested from time to
time by  Employer  and to  perform  diligently  and to the  best  of  Employee's
abilities the duties and services  appertaining  to such positions as reasonably
determined  by Employer,  as well as such  additional  or  different  duties and
services  appropriate to such positions  which Employee from time to time may be
reasonably directed to perform by Employer.

     1.3.  Employee  shall  at all  times  comply  with and be  subject  to such
policies  and  procedures  as  Halliburton  may  establish  from  time to  time,
including,  without limitation, the Halliburton Company Code of Business Conduct
(the "Code of Business Conduct").

     1.4.  Employee  shall,  during  the  period  of  Employee's  employment  by
Employer,  devote Employee's full business time, energy, and best efforts to the
business  and  affairs  of  Employer.  Employee  may  not  engage,  directly  or
indirectly, in any other business,  investment, or activity that interferes with
Employee's  performance  of  Employee's  duties  hereunder,  is  contrary to the
interest of  Halliburton  or any of its  affiliated  subsidiaries  and divisions
(collectively,  the  "Halliburton  Entities" or,  individually,  a  "Halliburton
Entity"),  or requires any significant  portion of Employee's business time. The
foregoing  notwithstanding,  the parties  recognize  and agree that Employee may
engage in passive  personal  investments and other business  activities which do

not  conflict  with the  business  and  affairs of the  Halliburton  Entities or
interfere with Employee's performance of her duties hereunder.  Employee may not
serve on the board of directors of any entity  other than a  Halliburton  Entity
during the Term without the approval  thereof in accordance  with  Halliburton's
policies and procedures  regarding such service.  Employee shall be permitted to
retain any  compensation  received  for  approved  service  on any  unaffiliated
corporation's board of directors.

     1.5.  Employee  acknowledges and agrees that Employee owes a fiduciary duty
of loyalty, fidelity and allegiance to act at all times in the best interests of
the  Employer and the other  Halliburton  Entities and to do no act which would,
directly  or  indirectly,  injure  any such  entity's  business,  interests,  or
reputation.  It is agreed that any direct or indirect  interest  in,  connection
with,  or  benefit  from  any  outside   activities,   particularly   commercial
activities,  which interest might in any way adversely affect  Employer,  or any
other Halliburton Entity,  involves a possible conflict of interest.  In keeping
with  Employee's  fiduciary  duties to Employer,  Employee  agrees that Employee
shall not knowingly  become  involved in a conflict of interest with Employer or
the other Halliburton Entities, or upon discovery thereof, allow such a conflict
to continue.  Moreover,  Employee  shall not engage in any activity  which might
involve a possible  conflict of interest  without  first  obtaining  approval in
accordance with Halliburton's policies and procedures.

     1.6.  Nothing  contained herein shall be construed to preclude the transfer
of Employee's  employment to another Halliburton Entity ("Subsequent  Employer")
as of, or at any time after,  the Effective  Date and no such transfer  shall be
deemed to be a  termination  of  employment  for  purposes  of Article 3 hereof;
provided,  however,  that,  effective  with  such  transfer,  all of  Employer's
obligations  hereunder  shall be  assumed  by and be  binding  upon,  and all of
Employer's  rights hereunder shall be assigned to, such Subsequent  Employer and
the defined term "Employer" as used herein shall thereafter be deemed amended to
mean such Subsequent  Employer.  Except as otherwise  provided above, all of the
terms and conditions of this Agreement, including without limitation, Employee's
rights and  obligations,  shall remain in full force and effect  following  such
transfer of employment.


     2.1. Employee's base salary during the Term shall be not less than $250,000
per annum which shall be paid in accordance with the Employer's standard payroll
practice for its  executives.  Employee's base salary may be increased from time
to time with the approval of the Compensation  Committee of Halliburton's  Board
of Directors (the "Compensation Committee") or its delegate, as applicable. Such
increased  base salary shall become the minimum base salary under this Agreement
and may not be decreased thereafter without the written consent of Employee.

     2.2.  During  the  Term,  Employee  shall  participate  in the  Halliburton
Executive  Performance  Plan, or any successor annual incentive plan approved by
the Compensation Committee;  provided, however, that all determinations relating
to Employee's participation,  including,  without limitation,  those relating to
the  performance   goals   applicable  to  Employee  and  Employee's   level  of
participation  and payout  opportunity,  shall be made in the sole discretion of
the person or committee to whom such authority has been granted pursuant to such
plan's terms.


     2.3.  During the Term,  Employer  shall pay or  reimburse  Employee for all
actual,  reasonable and customary expenses incurred by Employee in the course of
her  employment;   including,   but  not  limited  to,  travel,   entertainment,
subscriptions  and dues associated with Employee's  membership in  professional,
business and civic  organizations;  provided that such expenses are incurred and
accounted for in accordance with Employer's applicable policies and procedures.

     2.4. While employed by Employer,  Employee shall be allowed to participate,
on the same basis  generally as other  executive  employees of Employer,  in all
general  employee  benefit  plans  and  programs,   including   improvements  or
modifications  of the same,  which on the Effective  Date or thereafter are made
available  by  Employer  to all or  substantially  all of  Employer's  similarly
situated executive  employees.  Such benefits,  plans, and programs may include,
without limitation, medical, health, and dental care, life insurance, disability
protection,   and  qualified  and  non-qualified  retirement  plans.  Except  as
specifically  provided  herein,  nothing in this Agreement is to be construed or
interpreted to increase or alter in any way the rights, participation, coverage,
or benefits  under such  benefit  plans or programs  than  provided to similarly
situated  executive  employees  pursuant  to the  terms and  conditions  of such
benefit  plans and  programs.  While  employed by  Employer,  Employee  shall be
eligible  to  receive  awards  under  the  Halliburton  Company  1993  Stock and
Long-Term  Incentive Plan (the "1993 Plan") or any successor  stock-related plan
adopted  by  Halliburton's  Board  of  Directors;  provided,  however,  that the
foregoing shall not be construed as a guarantee with respect to the type, amount
or frequency of such awards,  if any,  such  decisions  being solely  within the
discretion of the Compensation Committee or its delegate, as applicable.

     2.5.  Except as otherwise  provided in Section 2.2 hereof,  Employer  shall
not,  by reason of this  Article 2, be  obligated  to  institute,  maintain,  or
refrain from changing,  amending or discontinuing,  any incentive  compensation,
employee  benefit  or stock or stock  option  program  or plan,  so long as such
actions are similarly applicable to covered employees generally.

     2.6.  Employer may withhold  from any  compensation,  benefits,  or amounts
payable under this Agreement all federal,  state, city, or other taxes as may be
required pursuant to any law or governmental regulation or ruling.


     3.1.  Employee's  employment with Employer shall be terminated (i) upon the
death of Employee,  (ii) upon Employee's  Retirement (as defined  below),  (iii)
upon Employee's  Permanent Disability (as defined below), or (iv) at any time by
Employer  upon notice to Employee,  or by Employee upon thirty (30) days' notice
to Employer, for any or no reason.

     3.2.  If  Employee's  employment  is  terminated  by  reason  of any of the
following circumstances,  Employee shall not be entitled to receive the benefits
set forth in Section 3.3 hereof:


     (i) Death.

     (ii)     Retirement.  "Retirement"  shall   mean   either  (a)   Employee's
              retirement   at  or   after   normal   retirement    age   (either
              voluntarily  or  pursuant to Halliburton's  retirement  policy) or
              (b)  the  voluntary   termination  of  Employee's  employment   by
              Employee  in accordance  with Employer's  early retirement  policy
              for other than Good Reason (as defined below).

     (iii)    Permanent   Disability.   "Permanent    Disability"   shall   mean
              Employee's  physical or  mental  incapacity  to  perform her usual
              duties with  such condition  likely  to  remain  continuously  and
              permanently as determined by the Compensation Committee.

     (iv)     Voluntary   Termination.   "Voluntary  Termination" shall  mean  a
              termination  of  employment in  the  sole  discretion  and  at the
              election  of Employee for  other than  Good Reason. "Good  Reason"
              shall  mean (a) a termination  of employment  by Employee  because
              of  a  material  breach by Employer of any material  provision  of
              this  Agreement  which  remains  uncorrected  for thirty (30) days
              following   notice  of  such  breach  by  Employee   to  Employer,
              provided  such  termination  occurs  within  sixty (60) days after
              the  expiration  of the  notice  period  or (b) a  termination  of
              employment  by  Employee  within  six (6) months  after a material
              reduction in Employee's rank or responsibility with Employer.

     (v)      Termination  for  Cause.  Termination of  Employee's employment by
              Employer for Cause.  "Cause" shall  mean  any  of  the  following:
              (a)  Employee's  gross  negligence  or  willful  misconduct in the
              performance  of  the duties  and  services  required  of  Employee
              pursuant  to  this Agreement, (b) Employee's  final conviction  of
              a  felony,  (c) a  material  violation  of  the  Code of  Business
              Conduct  or  (d)  Employee's  material  breach  of  any   material
              provision  of  this  Agreement  which   remains  uncorrected   for
              thirty (30) days  following  notice  of  such  breach  to Employee
              by  Employer.  Determination  as  to  whether or  not Cause exists
              for  termination of  Employee's  employment  will  be made  by the
              Compensation Committee.

     In the event Employee's employment is terminated under any of the foregoing
circumstances,  all future  compensation to which Employee is otherwise entitled
and all future benefits for which Employee is eligible shall cease and terminate
as of the date of termination,  except as specifically  provided in this Section
3.2. Employee,  or her estate in the case of Employee's death, shall be entitled
to pro rata  base  salary  through  the date of such  termination  and  shall be
entitled to any individual bonuses or individual incentive  compensation not yet
paid  but  payable  under  Employer's  plans  for  years  prior  to the  year of
Employee's termination of employment,  but shall not be entitled to any bonus or
incentive  compensation  for the year in which she terminates  employment or any
other  payments or  benefits by or on behalf of Employer  except for those which
may be payable  pursuant to the terms of Employer's  employee  benefit plans (as
defined  in  Section  3.4),  stock,  stock  option or  incentive  plans,  or the
applicable agreements underlying such plans.


     3.3 If Employee's  employment is terminated by either  Employee or Employer
for any reason other than as set forth in Section 3.2 above,  Employee  shall be
entitled to each of the following:

     (i)      To  the  extent  not   otherwise  specifically  provided   in  any
              underlying restricted  stock agreements, all shares of Halliburton
              common stock previously granted to  Employee  under the 1993 Plan,
              and any similar  plan adopted  by Halliburton in the future, which
              at  the  date  of  termination  of  employment  are   subject   to
              restrictions (the "Restricted Shares") will be treated in a manner
              consistent  with  Halliburton's  past  practices for  treatment of
              Restricted  Shares  held  by  executives  whose   employment   was
              involuntarily terminated by a Halliburton Entity for reasons other
              than Cause,  which,  in most  instances,  have been to forfeit the
              Restricted Shares  and pay  to such  executive  a  lump  sum  cash
              payment  equal to the  value of the  Restricted  Shares  (based on
              the  closing  price  of  Halliburton  common stock on the New York
              Stock Exchange on the date of termination of employment); although
              in some  cases,  Halliburton has,  in lieu  of, or  in combination
              with,  the foregoing and  in its discretion, caused the forfeiture
              restrictions  with  respect to all or a portion of the  Restricted
              Shares  to lapse and  provided for the retention of such shares by
              such executive.

     (ii)     Subject to  the provisions of  Section 3.4,  Employer shall pay to
              Employee  a severance benefit consisting of a single lump sum cash
              payment equal to two years' of Employee's base salary as in effect
              at  the  date  of  Employee's  termination   of  employment.  Such
              severance  benefit shall  be paid  no later  than sixty  (60) days
              following Employee's termination of employment.

     (iii)    Employee shall be entitled to any individual bonuses or individual
              incentive compensation  not yet  paid but payable under Employer's
              plans for  years prior  to the  year of Employee's  termination of
              employment.  Such  amounts shall be  paid to Employee  in a single
              lump  sum  cash payment  no later than  sixty (60) days  following
              Employee's termination of employment.

     (iv)     Employee shall be entitled to any individual bonuses or individual
              incentive compensation  under Employer's  plans for  the  year  of
              Employee's termination of employment determined as if Employee had
              remained  employed by  the Employer  for  the  entire  year.  Such
              amounts shall be  paid to Employee  at the  time that such amounts
              are paid to similarly situated employees except that no portion of
              such amounts shall be deferred to future years.

     3.4. The severance  benefit paid to Employee  pursuant to Section 3.3 shall
be in consideration of Employee's  continuing  obligations  hereunder after such
termination, including, without limitation, Employee's obligations under Article
4. Further,  as a condition to the receipt of such severance benefit,  Employer,
in its sole discretion,  may require Employee to first execute a release, in the
form  established  by Employer,  releasing  Employer  and all other  Halliburton
Entities, and their officers, directors, employees, and agents, from any and all


claims  and  from  any  and all  causes  of  action  of any  kind or  character,
including,  but not limited  to, all claims and causes of action  arising out of
Employee's  employment with Employer and any other  Halliburton  Entities or the
termination of such employment.  The performance of Employer's obligations under
Section 3.3 and the receipt of the  severance  benefit  provided  thereunder  by
Employee  shall  constitute  full  settlement  of all such  claims and causes of
action.  Employee  shall not be under any duty or  obligation  to seek or accept
other  employment  following a  termination  of  employment  pursuant to which a
severance  benefit  payment  under  Section  3.3 is owing  and the  amounts  due
Employee  pursuant to Section 3.3 shall not be reduced or  suspended if Employee
accepts   subsequent   employment  or  earns  any  amounts  as  a  self-employed
individual.  Employee's  rights  under  Section  3.3  are  Employee's  sole  and
exclusive  rights against the Employer or its affiliates and the Employer's sole
and exclusive liability to Employee under this Agreement,  in contract,  tort or
otherwise,  for the  termination of her employment  relationship  with Employer.
Employee  agrees  that  all  disputes  relating  to  Employee's  termination  of
employment,  including,  without  limitation,  any  dispute  as  to  "Cause"  or
"Voluntary  Termination"  and any claims or demands against  Employer based upon
Employee's  employment for any monies other than those specified in Section 3.3,
shall be resolved through the Halliburton Dispute Resolution Plan as provided in
Section 5.6 hereof;  provided,  however,  that  decisions as to whether  "Cause"
exists for termination of the employment  relationship with Employee and whether
and as of what date  Employee has become  permanently  disabled are delegated to
the Compensation  Committee for  determination  and any dispute of Employee with
any such decision shall be limited to whether the Compensation Committee reached
such  decision  in good  faith.  Nothing  contained  in this  Article 3 shall be
construed to be a waiver by Employee of any benefits accrued for or due Employee
under any  employee  benefit  plan (as such term is  defined  in the  Employees'
Retirement  Income  Security  Act of 1974,  as amended)  maintained  by Employer
except that Employee shall not be entitled to any severance benefits pursuant to
any severance plan or program of Employer.

     3.5.  Termination of the employment  relationship  does not terminate those
obligations  imposed  by  this  Agreement  which  are  continuing   obligations,
including, without limitation, Employee's obligations under Article 4.


     4.1. All  information,  ideas,  concepts,  improvements,  discoveries,  and
inventions,  whether patentable or not, which are conceived,  made, developed or
acquired  by  Employee,  individually  or in  conjunction  with  others,  during
Employee's  employment  by Employer  or any of its  affiliates  (whether  during
business  hours or otherwise  and whether on  Employer's  premises or otherwise)
which relate to the business, products or services of Employer or its affiliates
(including,  without  limitation,  all such  information  relating to  corporate
opportunities,  research,  financial and sales data,  pricing and trading terms,
evaluations, opinions,  interpretations,  acquisition prospects, the identity of
customers  or their  requirements,  the  identity  of key  contacts  within  the
customer's organizations or within the organization of acquisition prospects, or
marketing and merchandising  techniques,  prospective names, and marks), and all
writings or materials of any type embodying any of such items, shall be the sole
and exclusive property of Employer or its affiliates, as the case may be.


     4.2.  Employee  acknowledges  that  the  businesses  of  Employer  and  its
affiliates are highly  competitive and that their  strategies,  methods,  books,
records, and documents,  their technical information  concerning their products,
equipment,   services,   and  processes,   procurement  procedures  and  pricing
techniques,  the names of and other  information  (such as credit and  financial
data)  concerning  their  customers  and  business   affiliates,   all  comprise
confidential business information and trade secrets which are valuable, special,
and unique  assets which  Employer or its  affiliates  use in their  business to
obtain  a  competitive  advantage  over  their  competitors.   Employee  further
acknowledges that protection of such confidential business information and trade
secrets  against  unauthorized  disclosure and use is of critical  importance to
Employer and its affiliates in maintaining their competitive position.  Employee
hereby agrees that Employee will not, at any time during or after her employment
by Employer,  make any  unauthorized  disclosure  of any  confidential  business
information  or trade  secrets of  Employer or its  affiliates,  or make any use
thereof,  except  in  the  carrying  out  of  her  employment   responsibilities
hereunder.  Confidential  business  information shall not include information in
the  public  domain  (but only if the same  becomes  part of the  public  domain
through  a means  other  than a  disclosure  prohibited  hereunder).  The  above
notwithstanding, a disclosure shall not be unauthorized if (i) it is required by
law or by a court of competent jurisdiction or (ii) it is in connection with any
judicial,  arbitration,  dispute  resolution or other legal  proceeding in which
Employee's  legal rights and  obligations as an employee or under this Agreement
are at issue; provided,  however, that Employee shall, to the extent practicable
and lawful in any such  events,  give prior  notice to Employer of her intent to
disclose any such  confidential  business  information  in such context so as to
allow Employer or its affiliates an opportunity (which Employee will not oppose)
to obtain such  protective  orders or similar relief with respect thereto as may
be deemed appropriate.

     4.3. All written materials, records, and other documents made by, or coming
into the possession of, Employee  during the period of Employee's  employment by
Employer which contain or disclose  confidential  business  information or trade
secrets of  Employer  or its  affiliates  shall be and remain  the  property  of
Employer, or its affiliates,  as the case may be. Upon termination of Employee's
employment  by Employer,  for any reason,  Employee  promptly  shall deliver the
same, and all copies thereof, to Employer.

     4.4. For purposes of this Article 4,  "affiliates"  shall mean  entities in
which Halliburton has a 20% or more direct or indirect equity interest.


     5.1.  Except as otherwise  provided in Section 4.4 hereof,  for purposes of
this  Agreement,  the terms  "affiliate"  or  "affiliated"  means an entity  who
directly,  or  indirectly  through  one or  more  intermediaries,  controls,  is
controlled  by,  or is  under  common  control  with  Halliburton  or  in  which
Halliburton has a 50% or more equity interest.

     5.2. For purposes of this Agreement,  notices and all other  communications
provided  for herein  shall be in writing  and shall be deemed to have been duly


given when received by or tendered to Employee or Employer,  as  applicable,  by
pre-paid  courier or by United  States  registered  or  certified  mail,  return
receipt requested, postage prepaid, addressed as follows:

     If  to  Employer, to  Halliburton Company  at 3600 Lincoln Plaza, 500 North
     Akard  Street, Dallas, Texas 75201-3391, to  the  attention  of the General

     If to Employee, to her last known personal residence.

     5.3. This Agreement shall be governed by and construed and enforced, in all
respects in  accordance  with the law of the State of Texas,  without  regard to
principles of conflicts of law,  unless  preempted by federal law, in which case
federal  law shall  govern;  provided,  however,  that the  Halliburton  Dispute
Resolution  Plan and the Federal  Arbitration  Act shall  govern in all respects
with regard to the resolution of disputes hereunder.

     5.4.  No failure by either  party  hereto at any time to give notice of any
breach by the other party of, or to require  compliance  with,  any condition or
provision of this  Agreement  shall be deemed a waiver of similar or  dissimilar
provisions or conditions at the same or at any prior or subsequent time.

     5.5. It is a desire and intent of the parties  that the terms,  provisions,
covenants,  and remedies contained in this Agreement shall be enforceable to the
fullest  extent  permitted  by law. If any such term,  provision,  covenant,  or
remedy of this Agreement or the application thereof to any person,  association,
or entity or circumstances  shall, to any extent,  be construed to be invalid or
unenforceable  in whole or in part,  then such  term,  provision,  covenant,  or
remedy shall be construed in a manner so as to permit its  enforceability  under
the  applicable  law to the fullest  extent  permitted by law. In any case,  the
remaining provisions of this Agreement or the application thereof to any person,
association, or entity or circumstances other than those to which they have been
held invalid or unenforceable, shall remain in full force and effect.

     5.6.  It is the  mutual  intention  of the  parties  to  have  any  dispute
concerning this Agreement resolved out of court. Accordingly,  the parties agree
that any such dispute shall, as the sole and exclusive  remedy, be submitted for
resolution through the Halliburton Dispute Resolution Plan;  provided,  however,
that the  Employer,  on its own behalf  and on behalf of any of the  Halliburton
Entities,  shall be entitled to seek a  restraining  order or  injunction in any
court of competent jurisdiction to prevent any breach or the continuation of any
breach of the  provisions  of Article 4 and Employee  hereby  consents that such
restraining  order or  injunction  may be granted  without the  necessity of the
Employer  posting any bond.  The parties  agree that the  resolution of any such
dispute through such Plan shall be final and binding.

     5.7.  This  Agreement  shall be  binding  upon and inure to the  benefit of
Employer  and any  other  person,  association,  or entity  which may  hereafter
acquire or  succeed to all or  substantially  all of the  business  or assets of
Employer  by  any  means  whether  direct  or  indirect,  by  purchase,  merger,
consolidation,  or  otherwise.  Employee's  rights  and  obligations  under this
Agreement are personal and such rights,  benefits,  and  obligations of Employee
shall not be voluntarily or involuntarily  assigned,  alienated, or transferred,


whether by operation of law or otherwise,  without the prior written  consent of
Employer, other than in the case of death or incompetence of Employee.

     5.8.  This  Agreement  replaces  and merges  any  previous  agreements  and
discussions  pertaining to the subject  matter  covered  herein.  This Agreement
constitutes  the entire  agreement  of the  parties  with regard to the terms of
Employee's  employment,  termination of employment and severance  benefits,  and
contains  all of  the  covenants,  promises,  representations,  warranties,  and
agreements between the parties with respect to such matters.  Each party to this
Agreement   acknowledges  that  no  representation,   inducement,   promise,  or
agreement,  oral or written,  has been made by either  party with respect to the
foregoing  matters  which  is  not  embodied  herein,  and  that  no  agreement,
statement, or promise relating to the employment of Employee by Employer that is
not contained in this Agreement shall be valid or binding.  Any  modification of
this  Agreement  will be  effective  only if it is in writing and signed by each
party whose  rights  hereunder  are  affected  thereby,  provided  that any such
modification must be authorized or approved by the Compensation Committee or its
delegate, as appropriate.

     IN WITNESS WHEREOF, Employer and Employee have duly executed this Agreement
in multiple originals to be effective on the Effective Date.

                                  HALLIBURTON COMPANY

                                  By: /s/ David J. Lesar
                                          David J. Lesar
                                          Chairman of the Board, President and
                                             Chief Executive Officer


                                  /s/ Margaret E. Carriere
                                      Margaret E. Carriere