Executive Employment Agreement - Halliburton Co. and Margaret E. Carriere
EXECUTIVE EMPLOYMENT AGREEMENT
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
Date").
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:
ARTICLE 1: EMPLOYMENT AND DUTIES:
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
<PAGE>
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.
ARTICLE 2: COMPENSATION AND BENEFITS:
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
<PAGE>
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.
ARTICLE 3: TERMINATION OF EMPLOYMENT AND EFFECTS OF SUCH TERMINATION:
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:
3
<PAGE>
(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.
4
<PAGE>
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
5
<PAGE>
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.
ARTICLE 4: OWNERSHIP AND PROTECTION OF INTELLECTUAL PROPERTY AND
CONFIDENTIAL INFORMATION:
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.
6
<PAGE>
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.
ARTICLE 5: MISCELLANEOUS:
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
7
<PAGE>
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
Counsel.
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,
8
<PAGE>
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
EMPLOYEE
/s/ Margaret E. Carriere
------------------------------------
Margaret E. Carriere
9