Quarterly Report — Form 10-Q Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 10-Q September 30, 2007 Form 10-Q Final HTML 768K
9: EX-10.10 Retirement Plan for the Directors of Halliburton HTML 55K
Company, as Amended & Restated Effective
July 1, 2007
10: EX-10.11 First Amendment to the Retirement Plan for the HTML 18K
Directors of Halliburton Company,
Effective Sept. 1, 2007
2: EX-10.3 2008 Halliburton Elective Deferral Plan, as HTML 151K
Amended & Restated Effective January 1,
2008
3: EX-10.4 Halliburton Company Supplemental Executive HTML 79K
Retirement Plan, as Amended & Restated
Effective January 1, 2008
4: EX-10.5 Halliburton Company Benefit Restoration Plan, as HTML 75K
Amended & Restated Effective January 1,
2008
5: EX-10.6 Halliburton Annual Performance Pay Plan, as HTML 82K
Amended and Restated Effective January
1, 2007
6: EX-10.7 Halliburton Management Performance Plan, as HTML 68K Amended & Restated Effective January 1, 2007
7: EX-10.8 Halliburton Company Pension Equalizer Plan, as HTML 75K
Amended & Restated Effective March 1,
2007
8: EX-10.9 Halliburton Company Directors' Deferred HTML 65K
Compensation Plan, as Amended & Restated
Effective January 1, 2007
11: EX-31.1 Certification of Chief Executive Officer Pursuant HTML 16K
to Section 302 of the Sarbanes-Oxley Act
of 2002
12: EX-31.2 Certification of Chief Financial Officer Pursuant HTML 16K
to Section 302 of the Sarbanes-Oxley Act
of 2002
13: EX-32.1 Certification of Chief Executive Officer Pursuant HTML 12K
to Section 906 of the Sarbanes-Oxley Act
of 2002
14: EX-32.2 Certification of Chief Financial Officer Pursuant HTML 12K
to Section 906 of the Sarbanes-Oxley Act
of 2002
EX-10.7 — Halliburton Management Performance Plan, as Amended & Restated Effective January 1, 2007
7.2 Termination
of Service After End of Plan Year But Prior to the Payment
Date
7
ARTICLE
VIII RIGHTS OF PARTICIPANTS AND BENEFICIARIES
8
8.1 Status
as a Participant or Beneficiary
8
8.2 Employment
8
8.3 Nontransferability
8
8.4 Nature
of Plan
9
ARTICLE
IX CORPORATE CHANGE
9
ARTICLE
X AMENDMENT AND TERMINATION
9
ARTICLE
XI MISCELLANEOUS
9
11.1 Governing
Law
9
11.2 Severability
10
11.3 Successor
10
11.4 Section
409A of the Code
10
11.5 Effective
Date
10
i
HALLIBURTON
MANAGEMENT
PERFORMANCE PAY PLAN
The
Company, having heretofore established the Halliburton Management Performance
Pay Plan, pursuant to the provisions of Article X of said Plan, hereby amends
and restates said Plan to be effective in accordance with the provisions of
Section 11.4 hereof.
ARTICLE
I
PURPOSE
The
purpose of the Halliburton Management Performance Pay Plan (the “Plan”) is to
reward management and other key employees of the Company and its Affiliates
for
improving financial results which drive the creation of value for shareholders
of the Company and thereby, serve to attract, motivate, reward and retain high
caliber employees required for the success of the Company. The Plan
provides a means to link total and individual cash compensation to Company
performance, as measured by Cash Value Added (“CVA”), a demonstrated driver of
shareholder value, and, where appropriate, additional performance measures
which
drive CVA.
ARTICLE
II
DEFINITIONS
2.1Definitions. Where
the following words and phrases appear in the Plan, they shall have the
respective meanings set forth below, unless their context clearly indicates
to
the contrary.
“Affiliate”
shall mean a Subsidiary of the Company or a division or designated group of
the
Company or a Subsidiary.
“Base
Salary” shall mean the annualized rate of pay of a Participant as in effect on
January 1 of a Plan Year, including base pay a Participant could have
received in cash in lieu of (i) contributions made on such Participant’s behalf
to a qualified Plan maintained by the Company or to any cafeteria plan under
Section 125 of the Code maintained by the Company and (ii) deferrals of
compensation made at the Participant’s election pursuant to a plan or
arrangement of the Company or an Affiliate, but excluding any Rewards under
this
Plan and any other bonuses, incentive pay or special awards.
“Beneficiary”
shall mean the person, persons, trust or trusts entitled by Will or the laws
of
descent and distribution to receive the benefits specified under the Plan in
the
event of the Participant’s death prior to full payment of a Reward.
“Board
of
Directors” shall mean the Board of Directors of the Company.
“Business
Unit CVA” shall mean the respective CVA of designated business units, each
calculated on an aggregate basis for their respective operations.
1
“Cause”
shall mean (i) the conviction of the Participant of a felony under Federal
law
or the law of the state in which such action occurred, (ii) dishonesty in course
of fulfilling the Participant’s employment duties or (iii) the disclosure by the
Participant to any unauthorized person or competitor of any confidential
information or confidential knowledge as to the business or affairs of the
Company and its Affiliates.
“CEO”
shall mean the Chief Executive Officer of the Company.
“Code”
shall mean the Internal Revenue Code of 1986, as amended.
“Common
Stock” shall mean the common stock, par value $2.50 per share, of Halliburton
Company.
“Compensation
Committee” shall mean the Compensation Committee of Directors of the Company,
appointed by the Board of Directors from among its members, no member of which
shall be an employee of the Company or a Subsidiary.
“Company”
shall mean Halliburton Company and its successors.
“Company
CVA” shall mean CVA calculated on a consolidated basis.
“Corporate
Change” shall mean one of the following events: (i) the merger, consolidation or
other reorganization of the Company in which the outstanding Common Stock is
converted into or exchanged for a different class of securities of the Company,
a class of securities of any other issuer (except a direct or indirect wholly
owned Subsidiary), cash or property; (ii) the sale, lease or exchange of all
or
substantially all of the assets of the Company to another corporation or entity
(except a direct or indirect wholly owned Subsidiary); (iii) the adoption by
the
stockholders of the Company of a plan of liquidation and dissolution; (iv)
the
acquisition (other than any acquisition pursuant to any other clause of this
definition) by any person or entity, including, without limitation, a “group” as
contemplated by Section 13(d)(3) of the Securities Exchange Act of 1934, as
amended, of beneficial ownership, as contemplated by such Section, of more
than
twenty percent (based on voting power) of the Company’s outstanding capital
stock; or (v) as a result of or in connection with a contested election of
directors, the persons who were directors of the Company before such election
shall cease to constitute a majority of the Board.
“CVA”
shall mean the difference between operating cash flow and a capital charge,
calculated in accordance with the criteria and guidelines set forth in the
Corporate Policy entitled “Cash Value Added (CVA),” as in effect at the time any
such calculation is made.
“CVA
Drivers” shall mean such additional performance measures (either objective or
subjective) as may be approved by the CEO from time to time to reinforce key
operating and strategic goals important to the Company and its business
units. Particular CVA Drivers may vary from business unit to business
unit and from Participant to Participant within a particular business unit
as
deemed appropriate according to the needs of the applicable business
unit.
2
“Dispute
Resolution Program” shall mean the Halliburton Dispute Resolution
Plan.
“ERISA”
shall mean the Employee Retirement Income Security Act of 1974, as
amended.
“Group
CVA” shall mean the respective CVA of the Halliburton Energy Services Group and
the Engineering and Construction Group, each calculated on an aggregate basis
for their respective operations.
“Key
Employees” shall mean regular, full-time employees of the Company or an
Affiliate below the Officer level.
“Officer”
shall mean a full officer of the Company or an Affiliate.
“Participant”
shall mean any active employee of the Company or an Affiliate who participates
in the Plan pursuant to the provisions of Article III hereof. An
employee shall not be eligible to participate in the Plan while on a leave
of
absence.
“Participant
Category” shall mean a grouping of Participants determined in accordance with
the applicable provisions of Article III.
“Payment
Date” shall mean, with respect to a particular Plan Year, the date payment is
actually made following the end of the applicable Plan Year, but no later than
the last business day of February of the year next following the end of such
Plan Year, or as soon as administratively practicable thereafter if it is
administratively impracticable to make payment by that date and such
impracticability was not reasonably foreseeable at the end of the applicable
Plan Year.
“Performance
Goals” shall mean, for a particular Plan Year, established levels of applicable
Performance Measures.
“Performance
Measures” shall mean the criteria used in determining Performance Goals for
particular Participant Categories, which may include one or more of the
following: Company CVA, Group CVA, Business Unit CVA and CVA
Drivers.
“Plan”
shall mean the Halliburton Management Performance Pay Plan as amended and
restated effective January 1, 2007, and as the same may thereafter be
amended from time to time.
“Plan
Year” shall mean the calendar year ending each December 31.
“Reward”
shall mean the dollar amount of incentive compensation payable to a Participant
under the Plan for a Plan Year determined in accordance with Section
5.3.
3
“Reward
Opportunity” shall mean, with respect to each Participant Category, incentive
reward payment amounts, expressed as a percentage of Base Salary, which
corresponds to various levels of pre-established Performance Goals, determined
pursuant to the Reward Schedule.
“Reward
Schedule” shall mean the schedule which aligns the level of achievement of
applicable Performance Goals with Reward Opportunities for a particular Plan
Year, such that the level of achievement of the pre-established Performance
Goals at the end of such Plan Year will determine the actual
Reward.
“Subsidiary”
shall mean any corporation 50 percent or more of whose voting power is owned,
directly or indirectly, by the Company.
2.2Number. Wherever
appropriate herein, words used in the singular shall be considered to include
the plural and words used in the plural shall be considered to include the
singular.
2.3Headings. The
headings of Articles and Sections herein are included solely for convenience,
and if there is any conflict between headings and the text of the Plan, the
text
shall control.
ARTICLE
III
PARTICIPATION
3.1Participants. Active
employees as designated annually as Participants by the CEO, or his delegate,
prior to the last day of March each Plan Year shall be Participants for such
Plan Year.
3.2Partial
Plan Year Participation. If, after the beginning of the
Plan Year, (i) a person is newly hired, promoted or transferred into a position
in which he or she is a Key Employee, or (ii) an employee who was not previously
a Participant for such Plan Year returns to active employment following a leave
of absence, the CEO, or his delegate, may designate in writing such person
as a
Participant for the pro rata portion of such Plan Year beginning on the first
day of the month following such designation.
If
an
employee who has previously been designated as a Participant for a particular
Plan Year takes a leave of absence during such Plan Year, all of such
Participant’s rights to a Reward for such Plan Year shall be forfeited, unless
the CEO, or his delegate, shall determine that such Participant’s Reward for
such Plan Year shall be prorated based upon that portion of the Plan Year during
which he or she was an active Participant, in which case the prorated portion
of
the Reward shall be paid in accordance with the provisions of Section
6.1.
4
Each
Participant shall be assigned to a Participant Category at the time he or she
becomes a Participant for a particular Plan Year. If a Participant
thereafter incurs a change in status due to promotion, demotion, reassignment
or
transfer, the CEO, or his delegate, may approve such adjustment in such
Participant’s Reward Opportunity as deemed appropriate under the circumstances
(including termination of participation in the Plan for the remainder of the
Plan Year), such adjustment to be made on a pro rata basis for the balance
of
the Plan Year effective with the first day of the month following such approval,
unless some other effective date is specified. All such adjustments
shall be documented in writing and filed with the Plan records for the
applicable Plan Year.
3.3No
Right to Participate. No Participant or other employee
of the Company or an Affiliate shall, at any time, have a right to participate
in the Plan for any Plan Year, notwithstanding having previously participated
in
the Plan.
3.4Plan
Exclusive. No employee shall simultaneously participate
in this Plan and in any other short-term incentive plan of the Company or an
Affiliate unless such employee’s participation in such other plan is approved by
the CEO, or his delegate.
3.5Consent
to Dispute Resolution. Participation in the Plan
constitutes consent by the Participant to be bound by the terms and conditions
of the Dispute Resolution Program which in substance requires that all disputes
arising out of or in any way related to employment with the Company or its
Affiliates, including any disputes concerning the Plan, be resolved exclusively
through such program, which includes binding arbitration as its last
step.
ARTICLE
IV
ADMINISTRATION
Each
Plan Year, the basis for payments
under the Plan in relation to given Performance Goals shall be established,
as
more fully described in Article V hereof, and, following the end of each Plan
Year, the actual Reward payable to each Participant shall be
determined. The CEO is authorized to construe and interpret the Plan,
to prescribe, amend and rescind rules, regulations and procedures relating
to
its administration and to make all other determinations necessary or advisable
for administration of the Plan. The CEO shall have such other
authority as is expressly provided in the Plan. In addition, as
permitted by law, the Compensation Committee and the CEO may delegate such
of
their respective authority granted under the Plan as deemed appropriate;
provided, however, that the Compensation Committee and the CEO may not delegate
their respective authority under Article V hereof. Decisions of the
Compensation Committee and the CEO, or their respective delegates, in accordance
with the authority granted hereby or delegated pursuant hereto shall be
conclusive and binding. Subject only to compliance with the express
provisions hereof, the Compensation Committee, the CEO and their respective
delegates may act in their sole and absolute discretion with respect to matters
within their authority under the Plan.
5
ARTICLE
V
REWARD
DETERMINATIONS
5.1Performance
Measures. CVA shall be the primary Performance Measure
in determining Performance Goals for any Plan Year. In addition,
appropriate CVA Drivers applicable to particular Participants may also be used
as Performance Measures.
5.2Performance
Requirements. Prior to the last day of February of each
Plan Year, (i) the Compensation Committee shall determine the Company CVA,
applicable Group CVA and applicable Business Unit CVA Performance Goals, and
the
CEO shall approve appropriate CVA Drivers applicable to certain Participants
and
(ii) the CEO shall establish a Reward Schedule which aligns the level of
achievement of applicable Performance Goals with Reward Opportunities, such
that
the level of achievement of the pre-established Performance Goals at the end
of
the Plan Year will determine the actual Reward.
5.3Reward
Determinations. After the end of each Plan Year, (i) the
Compensation Committee shall determine the extent to which the Performance
Goals
(other than CVA Drivers) have been achieved and (ii) the CEO shall determine
the
extent to which the applicable CVA Drivers have been achieved, and the amount
of
the Reward shall be computed for each Participant in accordance with the Reward
Schedule.
5.4Reward
Opportunities. The established Reward Opportunities may
vary in relation to the Participant Categories and within the Participant
Categories. In the event a Participant changes Participant Categories
during a Plan Year, the Participant’s Reward Opportunities shall be adjusted in
accordance with the applicable provisions of Section 3.2.
5.5Discretionary
Adjustments. Once established, Performance Goals will
not be changed during the Plan Year. However, if the Compensation
Committee, in its sole and absolute discretion, determines that there has been
(i) a change in the business, operations, corporate or capital structure, (ii)
a
change in the manner in which business is conducted or (iii) any other material
change or event which will impact one or more Performance Goals in a manner
the
Compensation Committee did not intend, then the Compensation Committee may,
reasonably contemporaneously with such change or event, make such adjustments
as
it shall deem appropriate and equitable in the manner of computing the relevant
Performance Measures applicable to such Performance Goal or Goals for the Plan
Year; provided, however, that the CEO shall be authorized, subject to the review
and oversight of the Compensation Committee, to make adjustments in the manner
of computing one or more CVA Drivers if, when evaluated in accordance with
the
standards set forth in the preceding sentence, he shall deem such adjustments
to
be appropriate and equitable.
5.6Discretionary
Bonuses. Notwithstanding any other provision contained
herein to the contrary, the CEO may, in its sole discretion, make such other
or
additional bonus payments to a Participant as it shall deem
appropriate.
6
ARTICLE
VI
DISTRIBUTION
OF REWARDS
6.1Form
and Timing of Payment. Rewards shall be paid in a lump
sum on the Payment Date. In the event of termination of a
Participant’s employment prior to the Payment Date for any reason other than
death (in which case payment shall be made in accordance with the applicable
provisions of Article VII), the amount of any Reward (or prorated portion
thereof) payable pursuant to the provisions of Sections 7.1 or 7.2 shall be
paid
in cash on the Payment Date.
6.2Elective
Deferral. Nothing herein shall be deemed to preclude a
Participant’s election to defer receipt of a percentage of his or her Reward
beyond the time such amount would have been payable hereunder pursuant to the
Halliburton Elective Deferral Plan or other similar plan.
6.3Tax
Withholding. The Company or employing entity through
which payment of a Reward is to be made shall have the right to deduct from
any
payment hereunder any amounts that Federal, state, local or foreign tax laws
require with respect to such payments.
ARTICLE
VII
TERMINATION
OF EMPLOYMENT
7.1Termination
of Service During Plan Year. In the event a
Participant’s employment is terminated prior to the last business day of a Plan
Year for any reason other than death, normal retirement at or after age 65
or
disability (as determined by the CEO or his delegate), all of such Participant’s
rights to a Reward for such Plan Year shall be forfeited, unless the CEO, or
his
delegate, shall determine that such Participant’s Reward for such Plan Year
shall be prorated based upon that portion of the Plan Year during which he
or
she was a Participant, in which case the prorated portion of the Reward shall
be
paid in accordance with the provisions of Section 6.1. In the case of
death during the Plan Year, the prorated amount of such Participant’s Reward
shall be paid to the Participant’s estate, or if there is no administration of
the estate, to the heirs at law, on the Payment Date. In the case of
disability or normal retirement at or after age 65, the prorated amount of
a
Participant’s Reward shall be paid in accordance with the provisions of Section
6.1.
7.2Termination
of Service After End of Plan Year But Prior to the Payment
Date. If a Participant’s employment is terminated after
the end of the applicable Plan Year, but prior to the Payment Date, for any
reason other than termination for Cause, the amount of any Reward applicable
to
such Plan Year shall be paid to the Participant in accordance with the
provisions of Section 6.1, except in the case of death, in which case the amount
of such Reward shall be paid to such Participant’s estate, or if there is no
administration of the estate, to the heirs at law, as soon as
practicable.
If
a
Participant’s employment is terminated for Cause, all of such Participant’s
rights to a Reward applicable to such Plan Year shall be forfeited.
7
ARTICLE
VIII
RIGHTS
OF PARTICIPANTS AND BENEFICIARIES
8.1Status
as a Participant or Beneficiary. Neither status as a
Participant or Beneficiary shall be construed as a commitment that any Reward
will be paid or payable under the Plan.
8.2Employment. Nothing
contained in the Plan or in any document related to the Plan or to any Reward
shall confer upon any Participant any right to continue as an employee or in
the
employ of the Company or an Affiliate or constitute any contract or agreement
of
employment for a specific term or interfere in any way with the right of the
Company or an Affiliate to reduce such person’s compensation, to change the
position held by such person or to terminate the employment of such person,
with
or without cause.
8.3Nontransferability. No
benefit payable under, or interest in, this Plan shall be subject in any manner
to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance
or
charge and any such attempted action shall be void and no such benefit or
interest shall be, in any manner, liable for, or subject to, debts, contracts,
liabilities or torts of any Participant or Beneficiary; provided, however,
that,
nothing in this Section 8.3 shall prevent transfer (i) by Will, (ii) by
applicable laws of descent and distribution or (iii) pursuant to an order that
satisfies the requirements for a “qualified domestic relations order” as such
term is defined in section 206(d)(3)(B) of ERISA and section 414(p)(1)(A) of
the
Code, including an order that requires distributions to an alternate payee
prior
to a Participant’s “earliest retirement age” as such term is defined in section
206(d)(3)(E)(ii) of ERISA and section 414(p)(4)(B) of the Code. Any
attempt at transfer, assignment or other alienation prohibited by the preceding
sentence shall be disregarded and all amounts payable hereunder shall be paid
only in accordance with the provisions of the Plan.
8
8.4Nature
of Plan. No Participant, Beneficiary or other person
shall have any right, title or interest in any fund or in any specific asset
of
the Company or any Affiliate by reason of any Reward hereunder. There
shall be no funding of any benefits which may become payable
hereunder. Nothing contained in the Plan (or in any document related
thereto), nor the creation or adoption of the Plan, nor any action taken
pursuant to the provisions of the Plan shall create, or be construed to create,
a trust of any kind or a fiduciary relationship between the Company or an
Affiliate and any Participant, Beneficiary or other person. To the
extent that a Participant, Beneficiary or other person acquires a right to
receive payment with respect to a Reward hereunder, such right shall be no
greater than the right of any unsecured general creditor of the Company or
other
employing entity, as applicable. All amounts payable under the Plan
shall be paid from the general assets of the Company or employing entity, as
applicable, and no special or separate fund or deposit shall be established
and
no segregation of assets shall be made to assure payment of such
amounts. Nothing in the Plan shall be deemed to give any employee any
right to participate in the Plan except in accordance herewith.
ARTICLE
IX
CORPORATE
CHANGE
In
the event of a Corporate Change, (i)
with respect to a Participant’s Reward Opportunity for the Plan Year in which
the Corporate Change occurred, such Participant shall be entitled to an
immediate cash payment equal to the maximum amount of Reward he or she would
have been entitled to receive for the Plan Year, prorated to the date of the
Corporate Change; and (ii) with respect to a Reward earned for the previous
Plan
Year which has not been paid, such amount shall be paid in cash
immediately.
ARTICLE
X
AMENDMENT
AND TERMINATION
Notwithstanding
anything herein to the
contrary, the Company may, at any time, terminate or, from time to time amend,
modify or suspend the Plan; provided, however, that, without the prior consent
of the Participants affected, no such action may adversely affect any rights
or
obligations with respect to any Rewards theretofore earned for a particular
Plan
Year, whether or not the amounts of such Rewards have been computed and whether
or not such Rewards are then payable.
ARTICLE
XI
MISCELLANEOUS
11.1 Governing
Law. The Plan and all related documents shall be governed by, and
construed in accordance with, the laws of the State of Texas, without giving
effect to the principles of conflicts of law thereof, except to the extent
preempted by federal law.
9
11.2Severability. If
any provision of the Plan shall be held illegal or invalid for any reason,
said
illegality or invalidity shall not affect the remaining provisions hereof;
instead, each provision shall be fully severable and the Plan shall be construed
and enforced as if said illegal or invalid provision had never been included
herein.
11.3Successor. All
obligations of the Company under the Plan shall be binding upon and inure to
the
benefit of any successor to the Company, whether the existence of such successor
is the result of a direct or indirect purchase, merger, consolidation, or
otherwise, of all or substantially all of the business and/or assets of the
Company.
11.4Section
409A of the Code. It is intended that the provisions of
this Plan satisfy the requirements of Section 409A of the Code and that the
Plan
be operated in a manner consistent with such requirements to the extent
applicable. Therefore, the Compensation Committee may make
adjustments to the Plan and may construe the provisions of the Plan in
accordance with the requirements of Section 409A of the Code.
11.5Effective
Date. This amendment and restatement of the Plan shall
be effective from and after January 1, 2007, and shall remain in effect
until such time as it may be terminated or amended pursuant to Article
X.
10
Dates Referenced Herein and Documents Incorporated by Reference