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As Of Filer Filing For·On·As Docs:Size 2/18/09 Halliburton Co 10-K 12/31/08 19:3.8M |
Document/Exhibit Description Pages Size
1: 10-K 12-31-2008 Form 10-K HTML 1.88M
2: EX-10.34 Angelle Executive Agreement HTML 77K
3: EX-10.35 Lotfy Executive Agreement HTML 77K
4: EX-10.36 Probert Executive Agreement HTML 77K
5: EX-10.37 Nunez Executive Agreement HTML 78K
6: EX-10.38 King Executive Agreement HTML 83K
7: EX-10.39 Brown Amendment to Executive Employment Agreement HTML 18K
8: EX-10.40 Cornelison Amendment to Executive Employment HTML 19K
Agreement
9: EX-10.41 Gaut Amendment Ot Executive Employment Agreement HTML 19K
10: EX-10.42 King Amendment to Executive Employment Agreement HTML 19K
11: EX-10.43 McCollum Amendment to Executive Employment HTML 19K
Agreement
12: EX-12.1 Ratio of Efc-2008 HTML 48K
13: EX-21.1 Subsidiaries HTML 17K
14: EX-23.1 Consent HTML 12K
15: EX-24.2 Hackett Power of Attorney HTML 10K
16: EX-31.1 Lesar 302 Certification HTML 15K
17: EX-31.2 McCollum 302 Certification HTML 15K
18: EX-32.1 Lesar 906 Certification HTML 11K
19: EX-32.2 McCollum 906 Certification HTML 11K
| Unassociated Document |
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One
years’ annual base salary instead of two years’ annual base salary as
provided for in the 1999 Agreement. If Halliburton terminates
your employment prior to your early retirement date of March 31, 2010, for
any reason other than those outlined in Section 3.2 of the 1999 Agreement,
you will be entitled to a severance payment equal to one years’ annual
base salary, plus an amount equal to your monthly base salary multiplied
by the number of months between the date of termination and March 31,
2010. For clarity, if Halliburton were to terminate your
employment for any reason other than those provided for in Section 3.2 of
your 1999 Agreement on March 31, 2009, you will receive one year’s annual
base salary, plus an additional twelve months of monthly base salary
because there would be twelve months between your termination date of
March 31, 2009 and March 31, 2010. Under no circumstances will
your severance payment exceed two years’ annual base
salary.
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·
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Pro
rata payment of CVA for the year in which termination (or early
retirement) occurs regardless of the year (instead of a payment for the
entire year as provided under the 1999
Agreement).
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·
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Cash-in-lieu
for financial planning and outplacement services, as well as payment or
reimbursement for an executive physical examination for the year in which
termination or early retirement
occurs.
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·
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As
consideration for a two-year non-competition and non-solicitation
agreement, you will receive pro rata payments on those PUP Cycles in which
your participation has previously been approved, or for which your
participation is approved in future years; provided, however, it is
Halliburton’s intention that you will not be nominated for participation
in the 2010 PUP Cycle. Any such payments will be made at the
same time as those provided other participants under the applicable PUP
Cycle(s) or upon the termination of the non-competition period, if
later.
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(a)
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Employee
agrees that the terms and conditions of this Supplement and the events
(including negotiations) leading up to its execution shall remain
confidential as between the parties and he shall not disclose them to any
other person. Without limiting the generality of the foregoing,
Employee will not respond to or in any way participate in or contribute to
any public discussion, notice or other publicity concerning, or in any way
relating to, execution of this Supplement or the events (including any
negotiations) which led to its execution. Employee further
agrees that he shall not make, directly or indirectly, whether in writing,
orally or electronically, any negative, derogatory or other comment that
could reasonably be expected to be detrimental to the Halliburton
Entities, their business or operations or any of their current or former
employees, officers or directors. The foregoing
notwithstanding, Employee may disclose the terms of this Supplement to his
immediate family, attorneys and financial advisors provided he informs
them of this confidentiality provision and they agree to abide by
it.
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(b)
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Employee
agrees to an orderly transition of duties and will provide appropriate
details to Employer concerning all of his current business activities and
duties. Employee agrees this transition period will end on the
Termination Date.
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(c)
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Employee
reaffirms and acknowledges his existing and continuing obligations under
the Employment Agreement, including, without limitation, the obligations
set forth in Article 4 thereof relating to ownership and protection of
intellectual property and confidential information. Except as may be
required by law, Employee also agrees to maintain in confidence any
proprietary and confidential information of customers, vendors, or other
third parties received or of which he has knowledge as a result of his
employment. The prohibitions of this subsection shall not apply, however,
to information in the public domain (but only if the same becomes part of
the public domain through means other than a disclosure prohibited
hereunder or under the Employment
Agreement).
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(d)
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Employee
agrees to leave in his office or deliver to Employer on or before the
Termination Date all correspondence, memoranda, notes, records, data or
information, analyses, drawings, photographs or other documents
(including, without limitation, any computer-generated, computer-stored or
electronically-stored materials) made, composed or received by Employee,
solely or jointly with others, and which as of the Termination Date are in
his possession, custody or control and which are related in any manner to
the past, present or anticipated business of any of the Halliburton
Entities (collectively, the “Company
Information”) without retaining any copies thereof. It is the
intent of the parties that the foregoing covenant is applicable to all
Company Information and all copies thereof, whether in writing or in
electronic format, wherever located, including Company Information located
on or in Employee’s personally-owned property. Employee hereby grants and
conveys to Employer all right, title and interest in and to, including,
without limitation, the right to possess, print, copy and sell or
otherwise dispose of, all Company Information, and copies, abstracts or
summaries thereof, which may have been prepared by Employee or under his
direction or which may have come into his possession in any way during the
term of his employment with any of the Halliburton Entities and which
relate in any manner to the past, present or anticipated business of any
of the Halliburton Entities.
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(e)
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Employee
represents and acknowledges that he has no claim or right, title or
interest in the property or assets of any of the Halliburton Entities. On
or before the Termination Date, Employee shall deliver any such property
in his possession or control, including, without limitation, any
computers, cellular telephones, any wireless devices such as a
“BlackBerry,” credit cards, telephone cards, office keys and security
badges furnished by any of the Halliburton Entities for his
use.
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3.
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Obligations of
Employer. In lieu of Employer’s obligations under
Article 3 of the Employment Agreement, Employer and Employee agree as
follows:
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(b)
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In
consideration of Employee’s continuing obligations and promises as set
forth in the Employment Agreement and this Supplement, Employer will make
a one time severance payment to Employee equal to one year’s annual base
salary in effect on the Termination Date, in a single lump sum, less
applicable withholding taxes (the “Severance
Payment”). Employee acknowledges that the Severance
Payment exceeds and fully satisfies any claim for severance pursuant to
any severance plan or program maintained by Employer or any Halliburton
Entity or under any law governing Employer or any of the Halliburton
Entities. In the event that Employee is entitled to termination
benefits, whether for severance pursuant to any severance plan or program
of Employer or any of the Halliburton Entities or under any law governing
any of the Halliburton Entities, that cannot be voluntarily released by
Employee, the Severance Payment shall be offset and reduced by any such
benefits.
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(c)
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Effective
with the later of the Termination Date or the Effective Date, all shares
of stock issued to Employee under the 1993 Stock and Incentive Plan as to
which restrictions have not lapsed as of the Termination Date will be
retained by Employee and all restrictions of any shares thus retained will
lapse, all pursuant to the terms of Employee’s underlying restricted stock
agreements.
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(d)
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Effective
on the later of the Termination Date or the Effective Date, Employee’s
rights to the stock options granted to him under the 1993 Stock and
Incentive Plan shall be treated in accordance with the terms of the
underlying stock option agreements applicable to approved retention of
stock options upon early retirement, after which Employee may exercise
such options, if at all, as permitted by such stock option agreements and
for the length of time permitted
thereby.
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(e)
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Upon
approval of the administrative committee appointed to administer the
Supplemental Executive Retirement Plan and Benefit Restoration Plan,
Employee will receive the aggregate balance of his accounts under such
plans, including applicable interest, in a single lump sum payment, as
soon as administratively feasible after the 2010 allocations to such
accounts have been determined. Employee recognizes that a
portion of such payments may be subject to a six month waiting period
under such plans in accordance with Internal Revenue Code Section
409A.
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(f)
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Employee
shall cease to be a participant in the Halliburton Annual Performance Pay
Plan effective as of the Termination Date. Any annual incentive
compensation earned under such Plan for the 2010 plan year shall be paid
to Employee at the time that incentive compensation amounts are paid to
the other Annual Performance Pay Plan
participants.
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(g)
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Employer
acknowledges that Employee is a participant in certain retirement and
welfare benefit plans and programs of Employer and Halliburton. Upon
termination of Employee’s employment, he shall receive the benefits to
which he is entitled in accordance with such plans’ respective terms;
provided, however, that, since the severance benefits provided under the
Employment Agreement and this Supplement are in excess of any severance
benefits under Employer’s severance benefit plan or program, Employee
waives any right to severance benefits under such plan or
program.
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(h)
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Employer
will provide Employee with cash-in-lieu of $12,000 for outplacement
services and $7,500 for financial planning services, as well as
reimbursement or payment for an executive physical examination for
2010.
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(i)
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The
Severance Payment and the payments provided for in Section 3(h) above will be made no
earlier than the later to occur of the Termination Date or Effective Date
and will be made as soon as administratively feasible, but not later than
60 days after the relevant date. Applicable withholding taxes
will be deducted from all payments due Employee
hereunder.
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(a)
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Halliburton
is one of the world’s largest oilfield services companies, providing a
comprehensive range of services and products for the exploration,
development, and production of oil and gas, to major national,
international, and independent oil and gas companies throughout the
world.
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(b)
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Employee
acknowledges that in his role at Halliburton, he obtained, possessed and
otherwise had substantial access to significant portions of Halliburton’s
Proprietary and Confidential Information as defined herein, including
strategies and business plans; supervised and managed key employees, and
was responsible for key customer and supplier relationships on a worldwide
basis.
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(c)
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Employee
and Employer agree and acknowledge that the Halliburton Entities have
developed and own and will develop and own valuable Proprietary and
Confidential Information and that the Halliburton Entities have goodwill
and will continue to enjoy substantial goodwill unless disturbed by
Employee. Employee and Employer further agree and acknowledge that the
Halliburton Entities, and Employer on their behalf, have a substantial and
legitimate business interest in protecting their Proprietary and
Confidential Information and
goodwill.
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(d)
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Non-Competition
Period: For a 2-year period beginning on the first
business day following the later of the Termination Date or the
Effective Date of this Supplement (the “Non-Competition
Period”), Employee agrees to the following
covenants:
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a.
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Has
engaged in business by providing services and/or products for the
exploration, development, and production of oil and gas, to major
national, international, and independent oil and gas companies, including
both United States and international locations;
or
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b.
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Has
otherwise established its goodwill, business reputation or any customer or
supplier relations.
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(e)
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Employee
represents and warrants that the time, scope and geographic area
restricted by the provisions of this Section are reasonable, that the
enforcement of the restrictions contained herein will not be unduly
burdensome on Employee, and that Employee will be able to earn a
reasonable living while abiding by the terms imposed herein. Employee
agrees that the restraints created by the covenants of this Section 9 are
no greater than necessary to protect the legitimate interests of the
Halliburton Entities, including their Proprietary and Confidential
Information and goodwill. In addition, Employee agrees that the need of
the Halliburton Entities for the protection afforded by such covenants is
not outweighed by the hardship to Employee, nor is any injury to the
public likely to result from such restraints. Employee irrevocably waives
all defenses to the strict enforcement of the covenants contained in this
Section 9 and agrees that his breach or violation of the covenants
contained in Sections 8 and/or 9, or any threatened breach or violation
thereof, shall entitle Employer, on its own behalf or on behalf of any of
the Halliburton Entities, as a matter of right, to specific performance
and injunctive relief issued by any court of competent jurisdiction,
without the requirement to post a bond, restraining any further or
continued breach or violation of any such covenants. Such remedies shall
not be deemed the exclusive remedies for breach of Sections 8 and/or 9,
but shall be in addition to all remedies available at law or in equity to
Employer, including, without limitation, recovery of damages from Employee
and his agents involved in such breach. In addition, Employee agrees that
any breach by him of any of the covenants contained in Sections
8 and 9 will entitle Employer, for and on behalf of the other Halliburton
Entities, to recover the payments or other consideration paid to Employee
under Section 10 hereof. Further, Employee agrees that the Halliburton
Entities are entitled to insist on full compliance by Employee with the
full terms, including time periods, set forth in this Section
9.
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(f)
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It
is expressly understood and agreed that Employer and Employee consider the
restrictions contained in this Section 9 to be reasonable and necessary to
protect the Proprietary and Confidential Information and/or goodwill and
that Employee’s obligations to keep such information confidential shall
survive termination of the Non-Competition Period. Nevertheless, if any of
the aforesaid restrictions are found by a court having jurisdiction to be
unreasonable, or overly broad as to geographic area or time, or otherwise
unenforceable, the parties intend for the restrictions therein set forth
to be modified by
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(a)
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In
consideration of Employee's covenants and promises as set forth in
Sections 8 and 9 hereof, but expressly subject to the provisions of
Section 9(e), Employer will make a cash payment to Employee for the
prorated amount earned, if any, under the Performance Unit Program for
only those performance cycles that Employee has been approved for
participation in prior to the Termination Date, which if due will be paid
on the later of (i) the date payments are made to other participants under
the Program, in accordance with the terms of such Program for the
applicable Cycle, or (ii) the end of the Non-Competition
Period. Employee shall not participate in the Performance Unit
Program for any performance cycles other than those for which he has been
approved prior to the Termination Date. Employee shall not
participate in the 2010 Cycle.
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(b)
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Payment
of the amounts set forth in Section 10(a) will be made only if Employee’s
obligations set forth in Sections 8 and 9 are fully satisfied at all times
during the Non-Competition Period and at the time such amounts are
payable. Employee understands and agrees that his right to all or any
portion of the payment provided for herein, and Company's obligation
to make payment of the entire amount or any portion thereof, are dependent
and conditioned on Employee's compliance in full with all provisions
contained in Sections 8 and 9. Any failure on the part of Employee
to comply with each such provision, including any attempt by or on behalf
of Employee to have any such provision declared unenforceable in whole or
in part by an arbitrator or court, shall excuse Employer forever from
the obligation to make the payments, in whole or in part, provided for in
Section 10(a).
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(a)
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In
return for the release contained in this Supplement, he will receive
consideration beyond that which he would have been entitled to receive but
for the Employment Agreement and this
Supplement;
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(b)
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He
was given a copy of this Supplement on April 30, 2008, and he has
twenty-one (21) days from such date to review it before accepting, and
that subsequent changes to this Supplement, whether material or
immaterial, shall not restart such 21-day review
period;
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(c)
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He
has been advised in writing by Employer to consult with an attorney before
signing this Supplement; and
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(d)
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If
he accepts this Supplement, he will have seven (7) days following the date
of execution of this Supplement to revoke this
Supplement.
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(a)
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If
Employee is a “specified
employee,” as such term is defined in Section 409A and determined
as described below in this Section 19, any payments or benefits payable or
provided as a result of Employee’s termination of employment shall not be
payable before the earlier of (i) the date that is six months after
Employee’s termination, (ii) the date of Employee’s death, or (iii) the
date that otherwise complies with the requirements of Section
409A.
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(b)
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If
any provision of this Supplement would result in the imposition of an
applicable tax under Section 409A, Employee and Employer agree that such
provision will be reformed to avoid imposition of the applicable tax in a
manner that will result in the least adverse economic impact on
Employee.
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| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 3/31/10 | 10-Q, 4 | |||
| 3/31/09 | 10-Q, 4, 8-K | |||
| Filed on: | 2/18/09 | 4 | ||
| For Period End: | 12/31/08 | 11-K, 4 | ||
| 4/30/08 | ||||
| 10/1/99 | 8-K | |||
| 1/1/99 | ||||
| List all Filings | ||||