Executive Employment Agreement - Halliburton Co. and C. Christopher Gaut
EXECUTIVE EMPLOYMENT AGREEMENT
This Executive Employment Agreement, including Exhibits A and B hereto
("Agreement"), is entered into by and between Halliburton Company ("Employer" or
"Halliburton") and C. Christopher Gaut ("Employee"), to be effective on March 3,
2003 (the "Effective Date").
W I T N E S S E T H:
WHEREAS, Employer is desirous of employing Employee pursuant to the
terms and conditions and for the consideration set forth in this Agreement, and
Employee is desirous of entering 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
an Executive Vice President 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 position 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 Employer or any of its affiliated companies (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 his 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 Employer'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.
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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
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
Halliburton Entities, or upon discovery thereof, allow such a conflict to
continue. Moreover, Employee shall not engage in any activity that 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 shall not be less than $500,000 per annum
which shall be paid in accordance with the Employer's standard payroll practice
for its executives. The parties further agree that Employee's election as Chief
Financial Officer of the Company shall be effective on March 15, 2003.
Employee's base salary may thereafter 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 Employer shall grant to Employee a one-time signing bonus which
is stated in, and shall be governed by, the terms specified in the offer of
employment letter dated January 28, 2003.
2.3. During the Term, Employee shall participate in the Halliburton
Annual Performance Pay 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.
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2.4. On March 3, 2003, Employer shall grant to Employee under the
Halliburton Company 1993 Stock and Long-Term Incentive Plan, or its successor
plan (the "1993 Plan") a non-qualified stock option to purchase up to 100,000
shares of Employer's common stock at an exercise price equal to the closing
price of Employer's common stock on the Effective Date. The other terms and
conditions of such option are set forth in Exhibit A attached hereto, and
forming a part of this Agreement.
2.5. On March 3, 2003, Employer shall grant to Employee under the 1993
Plan, or its successor plan, 30,000 shares of Employer's common stock subject to
restrictions and other terms and conditions set forth in Exhibit B attached
hereto, and forming as part of, this Agreement.
2.6. During the Term, Employee shall participate in the Performance
Unit Program under the 1993 Plan, or any successor long-term incentive
compensation plan; 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 under such program's terms.
2.7. During the Term, Employer shall pay or reimburse Employee for all
actual, reasonable and customary expenses incurred by Employee in the course of
his 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.
2.8. 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 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.
2.9. 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.
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2.10. 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 written notice to Employee, or by Employee upon thirty
(30) days' written 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 his usual
duties with such condition likely to remain continuously and
permanently as reasonably determined by the Compensation
Committee in good faith.
(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 written 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
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provision of this Agreement which remains uncorrected for
thirty (30) days following written notice of such breach to
notice of such breach to Employee by Employer. Determination
Employee's employment will be reasonably made by the
Compensation Committee in good faith.
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 his 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 annual incentive
compensation not yet paid but payable under Employer's plans for the year prior
to the year of Employee's termination of employment, but shall not be entitled
to any annual bonus or incentive compensation for the year in which he
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 or Halliburton'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 Employee for Good
eason or by 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, Halliburton, at its
option and in its sole discretion, shall either (a) cause 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") to be
forfeited, in which case, Employer will pay Employee 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); or
(b) cause the forfeiture restrictions with respect to the
Restricted Shares to lapse and such shares shall be retained by
Employee.
(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 or Halliburton's plans for years prior to the
year of Employee's termination of employment. Such amounts, if
any, shall be paid according to the terms and conditions set
forth in the applicable plan document.
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(iv) Employee shall be entitled to any individual bonuses or
individual incentive compensation under Employer's or
Halliburton's plans, or any successor annual incentive
compensation plan, 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.
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 his 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 the 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.
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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.
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 his 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 his 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 his 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.
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4.4 For purposes of this Article 4, "affiliates" shall mean entities
in which Employer 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 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 4100 Clinton Drive, Houston,
Texas 77002, to the attention of the General Counsel, or to such other
address as Employee shall receive notice thereof.
If to Employee, to his 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,
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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. A copy of the Halliburton
Dispute Resolution Plan, as currently in effect, is attached to this Agreement
for information purposes. Halliburton reserves the right to amend such Plan or
discontinue such Plan at any time.
5.7. This Agreement shall be binding upon and inure to the benefit of
Employer, to the extent herein provided, Halliburton 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:
----------------------------------------
Name: David J. Lesar
Title: Chairman of the Board, President and
Chief Executive Officer
EMPLOYEE
-------------------------------------------
C. Christopher Gaut
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Exhibit A To Executive Employment Agreement
Between Halliburton Company
And C. Christopher Gaut
NONSTATUTORY STOCK OPTION AGREEMENT
GRANTED MARCH 3RD , 2003
Grantee: C. Christopher Gaut ("Employee")
Aggregate Number of Shares Subject to Option: 100,000 shares
Option Price: $
----------------
Expiration (subject to terms and conditions of Agreement): 10 years
The terms and conditions of the Nonstatutory Stock Option Agreement are set
forth on pages 2 through 5.
I HEREBY AGREE TO THE TERMS AND CONDITIONS HEREINAFTER SET FORTH IN THIS
NONSTATUTORY STOCK OPTION AGREEMENT DATED MARCH 3RD, 2003.
------------------------------- ----------------------------------
Employee Signature Date
Please sign in the space indicated above to indicate your acceptance of this
Option grant and complete the information requested below. (Note that all fields
must be completed.) RETURN THIS PAGE WITHIN 60 DAYS OF RECEIPT TO:
ANN PHILIPP, LAW DEPARTMENT
HALLIBURTON COMPANY
3600 LINCOLN PLAZA
500 NORTH AKARD STREET
DALLAS, TEXAS 75201-3391
FAX: (214) 978-2783 (facsimile copies are acceptable)
<PAGE>
PLEASE PRINT
------------
<TABLE>
<CAPTION>
<S> <C>
------------------------------- ----------------------------------
Name (First, Middle Initial, Last) U.S. Social Security Number (if applicable)
------------------------------- ----------------------------------
Address (Street or P. O. Box) Foreign I.D. (if applicable)
------------------------------- ----------------------------------
Address (City and State/Province) Birth Date (Month/Day/Year)
------------------------------- ----------------------------------
Address (Postal Code, Country) Daytime Phone Number
------------------------------- ----------------------------------
Name of Employer (Business Unit) Payroll ID Number
United States Citizen: Yes No
---- ----
E-mail address:
-----------------------------------------------
</TABLE>
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NONSTATUTORY STOCK OPTION AGREEMENT
TERMS AND CONDITIONS
AGREEMENT made as of the 3rd day of March, 2003, between HALLIBURTON
COMPANY, a Delaware corporation (the "Company"), and Employee.
To carry out the purposes of the HALLIBURTON COMPANY 1993 STOCK AND
LONG-TERM INCENTIVE PLAN, or any successor plan (the "Plan"), by affording
Employee the opportunity to purchase shares of common stock, par value $2.50 per
share, of the Company ("Stock"), and in consideration of the mutual agreements
and other matters set forth herein and in the Plan, the Company and Employee
hereby agree as follows:
1. Grant of Option. The Company hereby irrevocably grants to Employee
the right and option ("Option") to purchase all or any part of the number of
shares of Stock, on the terms and conditions set forth herein and in the Plan,
which Plan is incorporated herein by reference as a part of this Agreement. This
Option shall not be treated as an incentive stock option within the meaning of
section 422(b) of the Internal Revenue Code of 1986, as amended (the "Code").
2. Purchase Price. The purchase price of Stock purchased pursuant to
the exercise of this Option shall be $ per share, which has been
-------
determined to be not less than the fair market value of the Stock at the date of
grant of this Option. For all purposes of this Agreement, fair market value of
Stock shall be determined in accordance with the provisions of the Plan.
3. Exercise of Option. Subject to the earlier expiration of this Option
as herein provided, this Option may be exercised, by written notice to the
Company at its principal executive office addressed to the attention of its Vice
President and Secretary, at any time and from time to time after the date of
grant hereof, but, except as otherwise provided below, this Option shall not be
exercisable for more than a percentage of the aggregate number of shares offered
by this Option determined by the number of full years from the date of grant
hereof to the date of such exercise, in accordance with the following schedule:
<TABLE>
<CAPTION>
Percentage of Shares
Number of Full Years That May be Purchased
-------------------- ---------------------
<S> <C>
Less than 1 year 0%
1 year 33-1/3%
2 years 67%
3 years 100%
</TABLE>
This Option is not transferable otherwise than by will or the laws of
descent and distribution or pursuant to a "qualified domestic relations order"
as defined by the Code. The foregoing notwithstanding, while employed by the
Company, Employee may, in Employee's sole discretion but subject to compliance
<PAGE>
with such rules and procedures as the Company may establish, transfer this
Option (or a portion thereof) to Employee's spouse, children or grandchildren
(including adopted and step children and grandchildren) ("Immediate Family"), to
a trust solely for the benefit of Employee and members of Employee's Immediate
Family, or to a partnership or limited liability company whose only partners or
shareholders are Employee and members of Employee's Immediate Family. Employee's
rights under this Agreement shall pass to the transferee and such transferee may
exercise this Option (or such portion thereof as has been transferred) and all
rights granted by this Agreement to the extent Employee was entitled to exercise
this Option during Employee's lifetime, or in the event of Employee's death, to
the extent this Option would have been exercisable by Employee's beneficiaries
or heirs had this Option not been transferred prior to death. Upon any attempt
to transfer, assign, pledge, hypothecate or otherwise dispose of this Option or
of such rights contrary to the provisions hereof or in the Plan, or upon the
levy of any attachment or similar process upon this Option or such rights, this
Option and such rights shall immediately become null and void.
Except as provided above, this Option may be exercised during
Employee's lifetime only by Employee, Employee's guardian or legal
representative or a transferee under a qualified domestic relations order. This
Option may be exercised only while Employee remains an employee of the Company,
subject to the following exceptions:
(a) If Employee's employment with the Company terminates by
reason of disability (disability being defined as being physically or
mentally incapable of performing either the Employee's usual duties as
an Employee or any other duties as an Employee that the Company
reasonably makes available and such condition is likely to remain
continuously and permanently, as determined by the Company or employing
subsidiary), this Option may be exercised in full by Employee (or
Employee's estate or the person who acquires this Option by will or the
laws of descent and distribution or otherwise by reason of the death of
Employee) at any time during the period ending on the earlier of the
Expiration Date (as defined below) or the third anniversary of such
termination date.
(b) If Employee dies while in the employ of the Company,
Employee's estate, or the person who acquires this Option by will or
the laws of descent and distribution or otherwise by reason of the
death of Employee, may exercise this Option in full at any time during
the period ending on the earlier of the Expiration Date or the third
anniversary of the date of Employee's death.
(c) If Employee's employment with the Company terminates by
reason of normal retirement at or after age 65, this Option may be
exercised by Employee at any time during the period ending on the
Expiration Date, but only as to the number of shares Employee was
entitled to purchase on the date of such exercise in accordance with
the schedule set forth above. In connection with the termination of
Employee's employment with the Company by reason of early retirement,
applicable management of the Company and/or business unit may recommend
to the Committee or its delegate, as applicable, that this Option be
retained. In such event, the Committee or its delegete, as the case
<PAGE>
may be, shall consider such recommendation and may, in the Committee's
or such delegate's sole discretion, approve the retention of this
Option following such early retirement, in which case the Option
may be exercised by Employee at any time during the period ending
on the Expiration Date, but only as to the number of shares Employee
was entitled to purchase on the date of such exercise in accordance
with the schedule set forth above. If, after retirement as set forth
above, Employee should die, this Option may be exercised in full by
Employee's estate (or the person who acquires this Option by will or
the laws of descent and distribution or otherwise by reason of the
death of the Employee) during the period ending on the earlier of the
Expiration Date or the third anniversary of the date of Employee's
death.
(d) If Employee's employment with the Company terminates for
any reason other than those set forth in subparagraphs (a) through (c)
above, this Option may be exercised by Employee at any time during the
period of 30 days following such termination, or by Employee's estate
(or the person who acquires this Option by will or the laws of descent
and distribution or otherwise by reason of the death of the Employee)
during a period of six months following Employee's death if Employee
dies during such 30-day period, but in each case only as to the number
of shares Employee was entitled to purchase hereunder upon exercise of
this Option as of the date Employee's employment so terminates.
This Option shall not be exercisable in any event prior to the
expiration of six months from the date of grant hereof or after the expiration
of ten years from the date of grant hereof (the "Expiration Date")
notwithstanding anything hereinabove contained. The purchase price of shares as
to which this Option is exercised shall be paid in full at the time of exercise
(a) in cash (including check, bank draft or money order payable to the order of
the Company), (b) by delivering to the Company shares of Stock having a fair
market value equal to the purchase price and which shares, if acquired from the
Company, have been held by Employee for more than six months, or (c) by a
combination of cash or Stock. Payment may also be made by delivery (including by
facsimile transmission) to the Company of an executed irrevocable option
exercise form, coupled with irrevocable instructions to a broker-dealer
designated by the Company to simultaneously sell a sufficient number of the
shares as to which the option is exercised and deliver directly to the Company
that portion of the sales proceeds representing the exercise price. No fraction
of a share of Stock shall be issued by the Company upon exercise of an Option or
accepted by the Company in payment of the purchase price thereof; rather,
Employee shall provide a cash payment for such amount as is necessary to effect
the issuance and acceptance of only whole shares of Stock. Unless and until a
certificate or certificates representing such shares shall have been issued by
the Company to Employee, Employee (or the person permitted to exercise this
Option in the event of Employee's death) shall not be or have any of the rights
or privileges of a shareholder of the Company with respect to shares acquirable
upon an exercise of this Option.
4. Withholding of Tax. To the extent that the exercise of this Option
or the disposition of shares of Stock acquired by exercise of this Option
results in compensation income to Employee for federal or state income tax
purposes, Employee shall deliver to the Company at the time of such exercise or
<PAGE>
disposition such amount of money or shares of Stock as the Company may require
to meet its withholding obligation under applicable tax laws or regulations,
and, if Employee fails to do so, the Company is authorized to withhold from any
cash or Stock remuneration then or thereafter payable to Employee any tax
required to be withheld by reason of such resulting compensation income. Upon an
exercise of this Option, the Company is further authorized in its discretion to
satisfy any such withholding requirement out of any cash or shares of Stock
distributable to Employee upon such exercise.
5. Status of Stock. Notwithstanding any other provision of this
Agreement, in the absence of an effective registration statement for issuance
under the Securities Act of 1933, as amended (the "Act"), of the shares of Stock
acquirable upon exercise of this Option, or an available exemption from
registration under the Act, issuance of shares of Stock acquirable upon exercise
of this Option will be delayed until registration of such shares is effective or
an exemption from registration under the Act is available. The Company intends
to use its best efforts to ensure that no such delay will occur. In the event
exemption from registration under the Act is available upon an exercise of this
Option, Employee (or the person permitted to exercise this Option in the event
of Employee's death or incapacity), if requested by the Company to do so, will
execute and deliver to the Company in writing an agreement containing such
provisions as the Company may require to assure compliance with applicable
securities laws.
Employee agrees that the shares of Stock which Employee may acquire by
exercising this Option will not be sold or otherwise disposed of in any manner
which would constitute a violation of any applicable securities laws, whether
federal or state. Employee also agrees (i) that the certificates representing
the shares of Stock purchased under this Option may bear such legend or legends
as the Company deems appropriate in order to assure compliance with applicable
securities laws, (ii) that the Company may refuse to register the transfer of
the shares of Stock purchased under this Option on the stock transfer records of
the Company if such proposed transfer would in the opinion of counsel
satisfactory to the Company constitute a violation of any applicable securities
law and (iii) that the Company may give related instructions to its transfer
agent, if any, to stop registration of the transfer of the shares of Stock
purchased under this Option.
6. Employment Relationship. For purposes of this Agreement, Employee
shall be considered to be in the employment of the Company as long as Employee
remains an employee of either the Company, a parent or subsidiary corporation
(as defined in section 424 of the Code) of the Company, or a corporation or a
parent or subsidiary of such corporation assuming or substituting a new option
for this Option. Any question as to whether and when there has been a
termination of such employment, and the cause of such termination, shall be
determined by the Committee or its delegate, as appropriate, and such
determination shall be final.
7. Binding Effect. This Agreement shall be binding upon and inure to
the benefit of any successors to the Company and all persons lawfully claiming
under Employee.
<PAGE>
8. Governing Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Texas.
IN WITNESS WHEREOF, the Company has caused this Agreement to be duly
executed by its officer thereunto duly authorized, and Employee has executed
this Agreement, all as of the day and year first above written.
HALLIBURTON COMPANY
By:
----------------------------------------
David J. Lesar
Chairman of the Board, President
and Chief Executive Officer
<PAGE>
Exhibit B To Executive Employment Agreement
Between Halliburton Company
and C. Christopher Gaut
RESTRICTED STOCK AGREEMENT
AGREEMENT made as of the 3rd day of March, 2003, between HALLIBURTON
COMPANY, a Delaware corporation (the "Company"), and C. Christopher Gaut
("Employee").
1. Award.
(a) Shares. Pursuant to the Halliburton Company 1993 Stock and
Long-Term Incentive Plan, or any successor plan, (the "Plan") 30,000 (thirty
thousand) shares (the "Restricted Shares") of the Company's common stock, par
value $2.50 per share ("Stock"), shall be issued as hereinafter provided in
Employee's name subject to certain restrictions thereon.
(b) Issuance of Restricted Shares. The Restricted Shares shall
be issued upon acceptance hereof by Employee and upon satisfaction of the
conditions of this Agreement.
(c) Plan Incorporated. Employee acknowledges receipt of a copy
of the Plan, and agrees that this award of Restricted Shares shall be subject to
all of the terms and conditions set forth in the Plan, including future
amendments thereto, if any, pursuant to the terms thereof, which Plan is
incorporated herein by reference as a part of this Agreement.
2. Restricted Shares. Employee hereby accepts the Restricted Shares
when issued and agrees with respect thereto as follows:
(a) Forfeiture Restrictions. The Restricted Shares may not be
sold, assigned, pledged, exchanged, hypothecated or otherwise transferred,
encumbered or disposed of to the extent then subject to the Forfeiture
Restrictions (as hereinafter defined), and in the event of termination of
Employee's employment with the Company or employing subsidiary for any reason
other than (i) normal retirement on or after age sixty-five, (ii) death or (iii)
disability as determined by the Company or employing subsidiary, or except as
otherwise provided in the last two sentences of subparagraph (b) of this
Paragraph 2, Employee shall, for no consideration, forfeit to the Company all
Restricted Shares to the extent then subject to the Forfeiture Restrictions. The
prohibition against transfer and the obligation to forfeit and surrender
Restricted Shares to the Company upon termination of employment are herein
referred to as "Forfeiture Restrictions." The Forfeiture Restrictions shall be
binding upon and enforceable against any transferee of Restricted Shares.
(b) Lapse of Forfeiture Restrictions. The Forfeiture Restrictions
shall lapse as to the Restricted Shares in accordance with the following
schedule provided that Employee has been continuously employed by the Company
from the date of this Agreement through the lapse date:
<PAGE>
<TABLE>
<CAPTION>
Percentage of Total
Number of Restricted Shares
as to Which Forfeiture
Lapse Date Restrictions Lapse
---------- ---------------------------
<S> <C>
First Anniversary of the
date of this Agreement 10%
Second Anniversary of the
date of this Agreement 10%
Third Anniversary of the
date of this Agreement 10%
Fourth Anniversary of the
date of this Agreement 10%
Fifth Anniversary of the
date of this Agreement 10%
Sixth Anniversary of the
date of this Agreement 10%
Seventh Anniversary of the
date of this Agreement 10%
Eighth Anniversary of the
date of this Agreement 10%
Ninth Anniversary of the
date of this Agreement 10%
Tenth Anniversary of the
date of this Agreement 10%
</TABLE>
Notwithstanding the foregoing, the Forfeiture Restrictions shall lapse as to all
of the Restricted Shares on the earlier of (i) the occurrence of a Corporate
Change (as such term is defined in the Plan), (ii) the date Employee's
employment with the Company is terminated by reason of death, disability (as
determined by the Company or employing subsidiary) or normal retirement on or
after age sixty-five or (iii) the date on which Employee shall become entitled
to the severance benefits set forth in Section 3.3 of that certain Executive
Employment Agreement by and between Employee and the Company. In the event
Employee's employment is terminated for any other reason, including retirement
prior to age sixty-five with the approval of the Company or employing
subsidiary, the Committee which administers the Plan (the "Committee") or its
delegate, as appropriate, may, in the Committee's or such delegate's sole
<PAGE>
discretion, approve the lapse of Forfeiture Restrictions as to any or all
Restricted Shares still subject to such restrictions, such lapse to be effective
on the date of such approval or Employee's termination date, if later.
(c) Certificates. A certificate evidencing the Restricted Shares
shall be issued by the Company in Employee's name, or at the option of the
Company, in the name of a nominee of the Company, pursuant to which Employee
shall have voting rights and shall be entitled to receive all dividends unless
and until the Restricted Shares are forfeited pursuant to the provisions of this
Agreement. The certificate shall bear a legend evidencing the nature of the
Restricted Shares, and the Company may cause the certificate to be delivered
upon issuance to the Secretary of the Company or to such other depository as may
be designated by the Company as a depository for safekeeping until the
forfeiture occurs or the Forfeiture Restrictions lapse pursuant to the terms of
the Plan and this award. Upon request of the Committee or its delegate, Employee
shall deliver to the Company a stock power, endorsed in blank, relating to the
Restricted Shares then subject to the Forfeiture Restrictions. Upon the lapse of
the Forfeiture Restrictions without forfeiture, the Company shall cause a new
certificate or certificates to be issued without legend in the name of Employee
for the shares upon which Forfeiture Restrictions lapsed. Notwithstanding any
other provisions of this Agreement, the issuance or delivery of any shares of
Stock (whether subject to restrictions or unrestricted) may be postponed for
such period as may be required to comply with applicable requirements of any
national securities exchange or any requirements under any law or regulation
applicable to the issuance or delivery of such shares. The Company shall not be
obligated to issue or deliver any shares of Stock if the issuance or delivery
thereof shall constitute a violation of any provision of any law or of any
regulation of any governmental authority or any national securities exchange.
3. Withholding of Tax. To the extent that the receipt of the Restricted
Shares or the lapse of any Forfeiture Restrictions results in income to Employee
for federal or state income tax purposes, Employee shall deliver to the Company
at the time of such receipt or lapse, as the case may be, such amount of money
or shares of unrestricted Stock as the Company may require to meet its
withholding obligation under applicable tax laws or regulations, and, if
Employee fails to do so, the Company is authorized to withhold from any cash or
Stock remuneration then or thereafter payable to Employee any tax required to be
withheld by reason of such resulting compensation income.
4. Status of Stock. Employee agrees that the Restricted Shares will not
be sold or otherwise disposed of in any manner which would constitute a
violation of any applicable federal or state securities laws. Employee also
agrees (i) that the certificates representing the Restricted Shares may bear
such legend or legends as the Company deems appropriate in order to assure
compliance with applicable securities laws, (ii) that the Company may refuse to
register the transfer of the Restricted Shares on the stock transfer records of
the Company if such proposed transfer would be in the opinion of counsel
satisfactory to the Company constitute a violation of any applicable securities
law and (iii) that the Company may give related instructions to its transfer
agent, if any, to stop registration of the transfer of the Restricted Shares.
<PAGE>
5. Employment Relationship. For purposes of this Agreement, Employee
shall be considered to be in the employment of the Company as long as Employee
remains an employee of either the Company, any successor corporation or a parent
or subsidiary corporation (as defined in section 424 of the Code) of the Company
or any successor corporation. Any question as to whether and when there has been
a termination of such employment, and the cause of such termination, shall be
determined by the Committee, or its delegate, as appropriate, and its
determination shall be final.
6. Committee's Powers. No provision contained in this Agreement shall
in any way terminate, modify or alter, or be construed or interpreted as
terminating, modifying or altering any of the powers, rights or authority vested
in the Committee or, to the extent delegated, in its delegate pursuant to the
terms of the Plan or resolutions adopted in furtherance of the Plan, including,
without limitation, the right to make certain determinations and elections with
respect to the Restricted Shares.
7. Binding Effect. This Agreement shall be binding upon and inure to
the benefit of any successors to the Company and all persons lawfully claiming
under Employee.
8. Governing Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Texas.
IN WITNESS WHEREOF, the Company has caused this Agreement to be duly
executed by an officer thereunto duly authorized, and Employee has executed this
Agreement, all as of the date first above written.
HALLIBURTON COMPANY
By:
--------------------------------------
David J. Lesar
Chairman of the Board, President
and Chief Executive Officer
--------------------------------------
Employee
<PAGE>
RESTRICTED STOCK AGREEMENT
March 3, 2003
C. Christopher Gaut
30,000 shares
Ten year vesting period
Please Check Appropriate Item (One of the boxes must be checked):
( ) I do not desire the alternative tax treatment provided for
in the Internal Revenue Code Section 83(b).
( ) I do desire the alternative tax treatment provided for in
Internal Revenue Code Section 83(b) and desire that forms for
such purpose be forwarded to me.
* I acknowledge that the Company has suggested that before this block
is checked that I check with a tax consultant of my choice.
Please furnish the following information for shareholder records:
------------------------------------ --------------------------------
(Given name and initial must be used Social Security Number
for stock registry) (if applicable)
------------------------------------ --------------------------------
Address (Street or P. O. Box) Birth Date
Month/Day/Year
------------------------------------ --------------------------------
Address (City and State/Province) Name of Employer (Business Unit)
------------------------------------ --------------------------------
Address (Postal Code, Country) Payroll ID Number
United States Citizen: Yes No --------------------------------
--- --- Day phone Number
E-mail address:
-----------------------------------------------------
PROMPTLY NOTIFY THIS OFFICE OF ANY CHANGE IN ADDRESS.