SEC Info - Halliburton Co - ‘10-K’ for 12/31/11

SEC Info℠

Home

Help

Please Sign In

Halliburton Co – ‘10-K’ for 12/31/11 – ‘EX-10.43’

On: Thursday, 2/16/12, at 2:27pm ET · For: 12/31/11 · Accession #: 45012-12-75 · File #: 1-03492

  As Of               Filer                 Filing    For·On·As Docs:Size

 2/16/12  Halliburton Co                    10-K       12/31/11   71:14M

Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        December 31, 2011 Form 10-K                         HTML   1.55M 
 2: EX-10.40    Executive Agreement (Christian A. Garcia)           HTML     87K 
 3: EX-10.41    First Amendment to Halliburton Co Restricted Stock  HTML     22K 
                Plan for Non-Employee Directors                                  
 4: EX-10.42    Form of Restricted Stock Agreement (Section 16      HTML     45K 
                Officers)                                                        
 5: EX-10.43    Form of Non-Employee Director Restricted Stock      HTML     40K 
                Agreement (Stock & Incentive Plan)                               
 7: EX-21.1     Subsidiaries of the Registrant                      HTML     26K 
 8: EX-23.1     Consent of Kpmg LLP                                 HTML     21K 
 9: EX-24.1     Powers of Attorney                                  HTML     46K 
14: EX-95       Mine Safety Disclosures                             HTML     57K 
 6: EX-12.1     Statement of Computation of Ratio of Earnings to    HTML     53K 
                Fixed Charges                                                    
10: EX-31.1     302 Certification for Dave Lesar, CEO               HTML     26K 
11: EX-31.2     302 Certification for Mark McCollum, CFO            HTML     26K 
12: EX-32.1     906 Certification for Dave Lesar, CEO               HTML     21K 
13: EX-32.2     906 Certification for Mark McCollum, CFO            HTML     21K 
50: R1          Document And Entity Information                     HTML     48K 
40: R2          Consolidated Statements of Operations               HTML    137K 
48: R3          Consolidated Statements of Operations               HTML     29K 
                (Parenthetical)                                                  
53: R4          Consolidated Balance Sheets                         HTML    136K 
66: R5          Consolidated Balance Sheets (Parenthetical)         HTML     41K 
42: R6          Consolidated Statements of Shareholders' Equity     HTML     46K 
47: R7          Consolidated Statements of Cash Flows               HTML    138K 
37: R8          Description of Company and Significant Accounting   HTML     46K 
                Policies                                                         
29: R9          Business Segment and Geographic Information         HTML    127K 
67: R10         Receivables                                         HTML     40K 
55: R11         Inventories                                         HTML     34K 
54: R12         Property, Plant, and Equipment                      HTML     46K 
59: R13         Debt                                                HTML     43K 
60: R14         KBR Separation                                      HTML     31K 
58: R15         Commitments and Contingencies                       HTML    114K 
61: R16         Income Taxes                                        HTML    134K 
49: R17         Shareholders' Equity and Stock Incentive Plans      HTML    388K 
51: R18         Income per Share                                    HTML     34K 
57: R19         Financial Instruments and Risk Management           HTML     43K 
71: R20         Retirement Plans                                    HTML    125K 
63: R21         Accounting Standards Recently Adopted               HTML     28K 
44: R22         Description of Company and Significant Accounting   HTML    125K 
                Policies (Policies)                                              
56: R23         Business Segment and Geographic Information         HTML    121K 
                (Tables)                                                         
46: R24         Receivables (Tables)                                HTML     36K 
25: R25         Inventories (Tables)                                HTML     30K 
64: R26         Property, Plant, and Equipment (Tables)             HTML     46K 
68: R27         Debt (Tables)                                       HTML     43K 
33: R28         Income Taxes (Tables)                               HTML    138K 
32: R29         Shareholders' Equity and Stock Incentive Plans      HTML    386K 
                (Tables)                                                         
35: R30         Income per Share (Tables)                           HTML     31K 
36: R31         Retirement Plans (Tables)                           HTML    112K 
38: R32         Description of Company and Significant Accounting   HTML     51K 
                Policies (Details)                                               
24: R33         Business Segment and Geographic Information         HTML     85K 
                (Details)                                                        
62: R34         Receivables (Details)                               HTML     40K 
43: R35         Inventories (Details)                               HTML     45K 
45: R36         Property, Plant, and Equipment (Details)            HTML     45K 
27: R37         Debt (Details)                                      HTML     55K 
70: R38         KBR Separation (Details)                            HTML     32K 
21: R39         Commitments and Contingencies (Details)             HTML    180K 
39: R40         Income Taxes (Details)                              HTML    234K 
65: R41         Shareholders' Equity and Stock Incentive Plans,     HTML    126K 
                Shareholders' Equity Activity (Details)                          
26: R42         Shareholders' Equity and Stock Incentive Plans,     HTML     75K 
                Accumulated Other Comprehensive Loss, Common                     
                Stock, and Preferred Stock (Details)                             
31: R43         Shareholders' Equity and Stock Incentive Plans,     HTML    217K 
                Stock Incentive Plans (Details)                                  
34: R44         Income per Share (Details)                          HTML     42K 
41: R45         Financial Instruments and Risk Management           HTML     62K 
                (Details)                                                        
23: R46         Retirement Plans, Funded Status (Details)           HTML     75K 
28: R47         Retirement Plans, Plan Assets (Details)             HTML     64K 
22: R48         Retirement Plans, Net Periodic Benefit Cost,        HTML     53K 
                Assumptions, and Expected Cash Flows (Details)                   
69: XML         IDEA XML File -- Filing Summary                      XML     93K 
30: EXCEL       IDEA Workbook of Financial Reports (.xls)            XLS   2.04M 
15: EX-101.INS  XBRL Instance -- hal-20111231                        XML   2.99M 
17: EX-101.CAL  XBRL Calculations -- hal-20111231_cal                XML    270K 
20: EX-101.DEF  XBRL Definitions -- hal-20111231_def                 XML    706K 
18: EX-101.LAB  XBRL Labels -- hal-20111231_lab                      XML   2.36M 
19: EX-101.PRE  XBRL Presentations -- hal-20111231_pre               XML   1.24M 
16: EX-101.SCH  XBRL Schema -- hal-20111231                          XSD    190K 
52: ZIP         XBRL Zipped Folder -- 0000045012-12-000075-xbrl      Zip    270K

‘EX-10.43’ — Form of Non-Employee Director Restricted Stock Agreement (Stock & Incentive Plan)

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

C: C: C:

NON-EMPLOYEE DIRECTOR

RESTRICTED STOCK AGREEMENT

AGREEMENT made as of the _____ day of __________ between HALLIBURTON COMPANY, a Delaware corporation (the “Company”), and __________ (“Non-Employee Director”).

1. Award.

(a) Shares. Pursuant to the Halliburton Company Stock and Incentive Plan (the “Plan”) _____ shares of the Company’s common stock, par value $2.50 per share, shall be issued as hereinafter provided in Non-Employee Director’s name subject to certain restrictions thereon (the “Restricted Shares”).

(b) Issuance of Restricted Shares. The Restricted Shares shall be issued upon acceptance hereof by Non-Employee Director and upon satisfaction of the conditions of this Agreement.

(c) Plan Incorporated. Non-Employee Director 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. Non-Employee Director hereby accepts the Restricted Shares when issued and agrees with respect thereto as follows:

(a) Forfeiture Restrictions. 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 defined herein). The prohibition against transfers and encumbrances of Restricted Shares while serving as a Non-Employee Director and the obligation to forfeit and surrender Restricted Shares to the Company upon termination of services under circumstances that do not result in a lapse of restrictions as provided in Section 2(b) are referred to as “Forfeiture Restrictions.” Upon termination of Board service, the Non-Employee Director shall, for no consideration, forfeit all Restricted Shares to the extent then subject to Forfeiture Restrictions.

(b) Lapse of Forfeiture Restrictions. Restricted Shares shall become free of the restrictions and shall become non-forfeitable under the earliest to occur of the following:

(1) Non-Employee Director's death or disability while serving as a member of the Board;

(2) Failure of the Non-Employee Director to be re-elected to the Board after being duly nominated;

(3) Retirement from the Board pursuant to then existing Company policy for mandatory director retirements (mandatory retirement as of the date of this Agreement is age seventy-two);

(4) Early retirement from the Board after four years of service; or

(5) Removal from the Board or failure to be duly nominated for re-election to the Board, in either event, following a Corporate Change (as defined in the Plan).

In the event of any other termination of Board service by Non-Employee Director, except in the case of (i) removal from the Board or (ii) failure to be duly nominated for re-election to the Board when Non-Employee Director has notified the Company of Non-Employee Director’s intention to stand for re-election to the Board, in either case other than as a result of a Corporate Change, a portion of the Restricted Shares shall become free of restrictions and shall become non-forfeitable in accordance with the following schedule:

Years of Service From Date of Each Award to Participant Under the Plan	Portion Freed of Restrictions
1	25%
2	50%
3	75%
4	100%

Notwithstanding the foregoing, the Board of Directors may at its sole discretion, permit the lapse of restrictions or waive the Forfeiture Restrictions.

(c) Certificates. A certificate evidencing the Restricted Shares shall be issued by the Company in Non-Employee Director’s name, or at the option of the Company, in the name of a nominee of the Company. Non-Employee Director shall have voting rights and shall be entitled to receive all dividends, as well as dividend equivalents (paid when Restricted Shares are authorized prior to the dividend payment date but issued after the record date), 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 Board or its delegate, Non-Employee Director 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 Non-Employee Director for the shares upon which Forfeiture Restrictions lapsed. Notwithstanding any other provisions of this Agreement, the issuance or delivery of any shares of Restricted Shares (whether subject to restrictions or unrestricted) may be postponed for such period as may be required to comply with applicable requirements of any governmental authority or 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 Restricted Shares 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 securities exchange.

3. Status of Restricted Shares. The Non-Employee Director agrees that the Company shall not be obligated to issue any Restricted Shares, at any time, when the offering of the Restricted Shares have not been registered under the Securities Act of 1933, as amended, (the “Act”) and pursuant to federal or state laws or other countries rules or regulations, as the Company deems applicable or in the opinion of legal counsel for the Company, there are no exemptions from the registration requirements for the issuance and sale of such Restricted Shares. The Non-Employee Director 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 or other country laws or regulations. The Non-Employee Director 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 (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 to stop registration of the transfer of the Restricted Shares.

4. Relationship. For purposes of this Agreement, Non-Employee Director shall be considered to be of service as a Director to the Company as long as Non-Employee Director remains an active Director of the Company, or any successor corporation. Any question as to whether and when there has been a termination of such service, and the cause of such termination, shall be determined by the Committee administrating the respective Plan, or its delegate, as appropriate, and its determination shall be final.

5. 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 as set forth in the Plan 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.

6. 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 Non-Employee Director.

7. Compliance with Law. Notwithstanding anything to the contrary herein, the Company shall not be obligated to issue any Restricted Shares, at any time, if the offering or issuance of the Restricted Shares, or if acceptance of the lapse of Restricted Shares by a Non- Employee Director, violates or is not in compliance with any laws, rules or regulations of the United States or any state or country.

9. 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 Non-Employee Director 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

_______________________________

[Name], Director

Dates Referenced Herein and Documents Incorporated by Reference

This ‘10-K’ Filing	Date	Other Filings

Filed on:	2/16/12	4
For Period end:	12/31/11	ARS
		List all Filings

4 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/06/24  Halliburton Co.                   10-K       12/31/23   94:11M
 2/07/23  Halliburton Co.                   10-K       12/31/22   89:13M
 2/04/22  Halliburton Co.                   10-K       12/31/21   86:12M
 2/05/21  Halliburton Co.                   10-K       12/31/20   86:12M

↑Top

Filing Submission 0000045012-12-000075 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)