EXHIBIT 10.2
EXECUTIVE EMPLOYMENT AGREEMENT
This Executive Employment Agreement ("Agreement"), including the attached
Exhibit "A", is entered into by and between Halliburton Company, a Delaware
corporation having offices at 3600 Lincoln Plaza, 500 N. Akard Street, Dallas,
Texas 75201-3391 ("Employer"), and Donald C. Vaughn, an individual currently
residing at 6119 Glendora, Dallas, Texas 75230 ("Employee"), to be effective on
the later of the date of execution of this Agreement by the parties hereto or
the effective date of the merger between Halliburton N.C., Inc. and Dresser
Industries, Inc. (the "Merger") pursuant to the terms of that certain Agreement
and Plan of Merger (the "Merger Agreement") by and among Employer, Halliburton
N.C., Inc. and Dresser Industries, Inc. ("Dresser") dated February 25, 1998 (the
"Effective Date").
WITNESSETH:
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 March 31,
2001 (the "Term"), subject to the terms and conditions of this Agreement.
1.2 Beginning on the Effective Date, Employee shall be employed as Vice
Chairman of Employer. Employee agrees to serve in the assigned position
and to perform diligently and to the best of Employee's abilities the
duties and services appertaining to such position as determined by
Employer, as well as such additional or different duties and services
appropriate to such position which Employee from time to time may be
reasonably directed to perform by Employer. Employee shall at all times
comply with and be subject to such policies and procedures as Employer may
establish from time to time, including, without limitation, the Halliburton
Company Code of Business Conduct.
1.3 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 interests of Employer, or requires any significant portion of
Executive Employment Agreement
Donald C. Vaughn
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 Employer or interfere with Employee's
performance of his duties hereunder. In that regard, Employee may serve on
the board of directors of up to three unaffiliated corporations of his
choice. Except as provided in the preceding sentence, Employee may not
serve on the board of directors of any entity other than the Employer
during the Term without the approval of the Audit Committee of the
Employer's Board of Directors in accordance with the Employer's policies
and procedures regarding such service, which approval will not be
unreasonably withheld. Employee shall be permitted to retain any
compensation received for such service on other corporations' boards of
directors.
1.4 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 to do no act which would intentionally injure
Employer's business, its interests, or its 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 of its affiliates,
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 its
affiliates, or upon discovery thereof, allow such a conflict to continue.
Moreover, Employee agrees that Employee shall disclose to the Audit
Committee of the Employer's Board of Directors any facts which might
involve a possible conflict of interest.
ARTICLE 2: COMPENSATION AND BENEFITS
2.1 Employee's base salary during the Term shall be payable at the rate of not
less than $600,000.00 per annum which shall be paid in accordance with the
Employer's standard payroll practice for its executives. Employee's base
salary may be increased from time to time during the Term in a manner
similar to that used to establish the base salary of other members of the
Executive Committee of Employer, with the approval of the Compensation
Committee of Employer's Board of Directors. Such increased base salary
shall become the minimum base salary under this Agreement and may not be
decreased during the Term.
2.2 Employee shall be entitled to receive the bonus earned under the Dresser
1998 Executive Incentive Compensation Plan (the "Dresser EVA Plan") for its
fiscal year ended October 31, 1998, based upon the actual level of
attainment of Dresser's established performance targets for the period
ended October 31, 1998 or, if the actual level of performance cannot be
determined, a reasonable estimate thereof, provided he remains
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Donald C. Vaughn
employed by the Employer during the entirety of such period. Such bonus
shall be payable by Dresser in a single lump sum payment as soon as
practicable following October 31, 1998. For the period November 1, 1998
through December 31, 1998, Employee shall be entitled to a bonus in an
amount determined as follows: (i) Employee's base salary shall be
multiplied by the same percentage of base salary as used in the calculation
of Employee's bonus earned under the Dresser EVA Plan for the period ended
October 31, 1998 and (ii) the product thereof shall be multiplied by
two-twelfths (2/12). Beginning January 1, 1999 and for the remainder of the
Term, Employee shall participate in Employer's Annual Performance Pay Plan,
or any successor annual incentive plan approved by the Compensation
Committee of Employer's Board of Directors (the "CVA Plan"); provided,
however, that if the bonus amount earned by Employee for any plan year
during the Term is less than the average of bonus amounts earned by
Employee under the Dresser EVA Plan or the predecessor annual incentive
plan for the fiscal years ended October 31, 1997 and 1998 (the "Average
Dresser Bonus"), Employer shall pay to Employee an additional cash bonus
equal to the difference. For plan year 2000, the CVA Plan bonus earned
shall be prorated through the last day of the Term and the Average Dresser
bonus shall likewise be prorated through such period for the purpose of
determining whether or not an additional bonus is payable.
2.3. During theTerm, Employee shall participate in the Halliburton Company 1993
Stock and Long-Term Incentive Plan, or any successor stock-related plan
adopted by Employer's Board of Directors, in the same grant cycle for
awards under such plan as the other members of Employer's Executive
Committee.
2.4 Employer shall, as of the effective time of the Merger, adopt Dresser's
Supplemental Executive Retirement Plan, with such amendments thereto as may
be necessary or appropriate to reflect the Merger and the applicable
provisions of Section 7.09 of the Merger Agreement, and Employee shall
continue to participate in such plan in accordance with its terms, as such
may be revised.
2.5 From and after the Effective Date, Employer shall pay, or reimburse
Employee, for all ordinary, reasonable and necessary expenses which
Employee incurs in performing his duties under this Agreement including,
but not limited to, travel, entertainment, professional dues and
subscriptions, and all dues, fees and expenses associated with membership
in various professional, business and civic associations and societies of
which Employee's participation is in the best interest of Employer.
2.6 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
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Donald C. Vaughn
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 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 executive employees
pursuant to the terms and conditions of such benefit plans and programs.
2.7 Except for the programs and/or plans provided in Sections 2.1, 2.2 and 2.9
herein, Employer shall not by reason of this Article 2 be obligated to
institute, maintain, or refrain from changing, amending, or discontinuing,
any incentive compensation or employee benefit program or plan, so long as
such actions are similarly applicable to covered employees generally.
2.8 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.
2.9 Employer has assumed certain obligations with respect to certain plans and
programs of Dresser pursuant to Section 7.09 of the Merger Agreement. With
respect to Employee, such plans and programs include the following:
a. Exhibit A hereto sets forth the Dresser stock options and tandem
restricted shares held by Employee as of May 12, 1998. Employer
acknowledges its obligations to assume the Dresser stock options and
the Dresser stock plans as, and to the extent provided, under Section
7.09 of the Merger Agreement and to issue upon exercise of outstanding
stock options shares of Employer common stock on a one-to-one ratio
(adjusted pursuant to Section 3.01(a) of the Merger Agreement, if
applicable) in accordance with the terms of the Dresser stock plans
and the underlying stock option agreements. As of the Effective Date,
Employee shall continue to be entitled to all his stock option and
tandem restricted share rights under outstanding stock options held by
Employee prior to the Effective Date.
b. Employee has 55,109 stock units in Dresser's Deferred Compensation
Plan, and Employer hereby recognizes its obligation to perform and pay
out such compensation pursuant to the terms of such plan.
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Donald C. Vaughn
c. Employee is a participant in Dresser's Performance Stock Unit Program
for the four (4) year cycles FY 1994 - 1997 and FY 1996 - 1999.
Employer hereby recognizes its obligation to pay and perform under
such plan pursuant to its terms with such reasonable estimates of the
earnings and equity of Dresser for the latter cycle as may be
necessitated by the Merger. Employer recognizes that the performance
target for the FY 1996-1999 cycle of such plan is average Return on
Equity of 15% or greater.
d. Employee is a participant in Dresser's Executive Life Insurance
Program. Employer acknowledges its obligations to maintain such
program for the benefit of Employee.
e. Employee is a participant in Dresser's Supplemental Executive
Retirement Plan. Employer hereby acknowledges its obligations under
Section 2.4 hereof and its obligations under Section 7.09 of the
Merger Agreement to maintain such plan with respect to Employee with
the offset under such plan to take into account any employer provided
retirement benefits under any plans or programs of Employer or any of
its subsidiaries.
f. Employee is eligible for Dresser's Retiree Medical Benefit Plan and
Employer hereby acknowledges its obligations to maintain such plan for
the benefit of Employee, except to the extent that any modifications
thereto are consistent with changes in the medical plans provided by
Employer and its subsidiaries for similarly situated active employees.
g. Employee is fully vested in the M. W. Kellogg Long-Term Performance
Plan and the M. W. Kellogg Retirement Plan. Employer recognizes its
obligation to Employee pursuant to these plans.
2.10 Employee shall be eligible to participate in the Halliburton Elective
Deferral Plan of Employer.
ARTICLE 3: TERMINATION PRIOR TO EXPIRATION OF TERM 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 permanent disability (permanent
disability being defined as Employee's physical or mental incapacity to
perform his usual duties as an employee with such condition likely to
remain continuously and permanently); provided, however,
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that in the event of such permanent disability, Employee's employment and
full compensation and benefits shall be continued hereunder until the end
of the Term, with Employee's compensation during such period being reduced
by any Employer-financed disability benefits, (iii) at any time during the
Term by Employer upon notice to Employee or by Employee upon sixty (60)
days' notice to Employer for any or no reason.
3.2 If Employee's employment is terminated by reason of a "Voluntary
Termination" (as hereinafter defined), the death of Employee, permanent
disability of Employee (as defined in Section 3.1) or by the Employer for
"Cause" (as hereinafter defined), 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 and in Section 3.1(ii).
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 incentive compensation not
yet paid but payable under Employer's plans for years prior to the year of
Employee's termination of employment, but shall not be entitled to any
bonus or incentive compensation for the year in which Employee's employment
is terminated or any other payments or benefits by or on behalf of Employer
except for those which may be payable pursuant to the terms of Dresser's or
Employer's employee benefit plans (as hereinafter defined), stock, stock
option, incentive compensation or deferred compensation plans or the
applicable agreements underlying such plans. For purposes of this Section
3.2, a "Voluntary Termination" of the employment relationship by Employee
prior to expiration of the Term shall be a termination of employment in the
sole discretion of and at the election of Employee, other than (i) a
termination of Employee's employment 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 or (ii) a termination of Employee's employment within
six (6) months of a material reduction in Employee's rank or responsibility
with Employer. For purposes of this Section 3.2, the term "Cause" shall
mean any of (i) Employee's gross negligence or willful misconduct in the
performance of the duties and services required of Employee pursuant to
this Agreement; (ii) Employee's final conviction of a felony; or (iii)
Employee's material breach of any material provision of this Agreement
which remains uncorrected for thirty (30) days following written notice to
Employee by Employer of such breach.
3.3 If Employee's employment is terminated for any reason other than as
described in the first sentence of Section 3.2 above during the Term,
Employee shall nevertheless continue to receive his full compensation (base
salary and bonus) and benefits under this Agreement for the duration of the
Term. The amounts paid pursuant to this Section 3.3 to Employee shall be in
consideration of Employee's continuing obligations hereunder after such
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termination (including, without limitation, Employee's non-competition
obligations). Employee shall not be under any duty or obligation to seek or
accept other employment following a termination of employment pursuant to
which payments under this Section 3.3 are owing and the amounts due
Employee pursuant to this Section 3.3 shall not be reduced or suspended if
Employee accepts subsequent employment or earns any amounts as a
self-employed individual. If Employee should die while receiving
compensation and benefits pursuant to this Section 3.3, such compensation
and benefits shall be prorated through the date of his death and paid to
his estate, but all future compensation and benefits shall cease and
terminate as of the date of Employee's death except for those which may be
payable pursuant to the terms of Dresser's or Employer's employee benefit
plans (as hereinafter defined), stock, stock option, incentive compensation
or deferred compensation plans or the applicable agreements underlying such
plans. Employee's rights under this 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 covenants not to sue or lodge any claim, demand or cause
of action against Employer based upon Employee's termination of employment
for any monies other than those specified in this Section 3.3. If Employee
breaches this covenant, Employer shall be entitled to recover from Employee
all sums expended by Employer (including costs and attorneys' fees), in
connection with such suit, claim, demand or cause of action. Nothing
contained in this Section 3.3 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) or any of the benefits, plans or programs provided for
in Section 2.09 hereof maintained by Dresser or Employer except that
Employee shall not be entitled to any severance benefits pursuant to any
severance plan or program of Employer.
3.4 It is expressly acknowledged and agreed that the decision as to whether
"Cause" exists for termination of the employment relationship by the
Employer and whether and as of what date Employee has become permanently
disabled is delegated to the Board of Directors of Employer for
determination. If Employee disagrees with the decision reached by
Employer, the dispute will be limited to whether the Board of Directors of
Employer reached this decision in good faith.
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 Articles 4
and 5.
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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 (whether during business hours or
otherwise and whether on Employer's premises or otherwise) which relate to
Employer's business, products or services (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
disclosed to Employer and are and shall be the sole and exclusive property
of Employer.
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. 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 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 an opportunity (which Employee will not oppose) to
obtain such protective orders or similar relief with respect thereto as it
may deem appropriate.
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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.
ARTICLE 5: POST-EMPLOYMENT AND NON-COMPETITION OBLIGATIONS
5.1 As part of the consideration for the compensation and benefits to be paid
to Employee hereunder, and as an additional incentive for Employer to enter
into this Agreement, Employer and Employee agree to the non-competition
provisions of this Article 5. Employee agrees that during the period of
Employee's non-competition obligations hereunder, Employee will not,
directly or indirectly for Employee or for others, in any geographic area
or market where Employer or any of their affiliated companies are
conducting any business (other than de minimis business operations) as of
the date of termination of the employment relationship or have during the
previous twelve (12) months conducted any business (other than de minimis
business operations):
(i) engage in any business directly competitive with any business (other
than de minimis business operations) conducted by Employer or any of
Employer's affiliates:
(ii) render advice or services to, or otherwise assist, any other person,
association, or entity who is engaged, directly or indirectly, in
any business directly competitive with any business (other than de
minimis business operations) conducted by Employer or any of
Employer's affiliates; or
(iii) induce any employee of Employer or any of its affiliates (other than
Employee's personal secretary or administrative assistant) to
terminate his employment with Employer, or its affiliates, or hire
or assist in the hiring of any such induced employee by any person,
association, or entity not affiliated with Employer.
These non-competition obligations shall extend until one (1) year after
termination of the employment relationship between Employer and Employee.
The above notwithstanding, nothing in this Section 5.1 shall prohibit
Employee from engaging in or being employed by any entity that engages in
the provision of management consulting or other consulting services to
third parties, even where such entity on occasion renders advice or
services to,
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Donald C. Vaughn
or otherwise assists, any other person, association, or entity who is
engaged, directly or indirectly, in any business directly competitive with
any business conducted by Employer or any of Employer's affiliates, so long
as Employee does not personally, directly or indirectly (i) participate in
rendering such advice, services or assistance to any such competing person,
association or entity, (ii) provide any information or other assistance to
any other person employed by Employee or by any such consulting entity for
use, directly or indirectly, in rendering such assistance to any competing
person, association or entity or (iii) engage in any conduct which would be
violative of the provisions of Article 4 hereof.
5.2 Employee understands that the foregoing restrictions may limit his ability
to engage in certain businesses anywhere in the world during the period
provided for above, but acknowledges that Employee will receive
sufficiently high remuneration and other benefits under this Agreement to
justify such restriction. Employee acknowledges that money damages would
not be sufficient remedy for any breach of this Article 5 by Employee, and
agrees that Employer, on its own behalf or on behalf of any of its
affiliates, shall be entitled to specific performance and injunctive relief
as remedies for such breach or any threatened breach. Such remedies shall
not be deemed the exclusive remedies for a breach of this Article 5, but
shall be in addition to all remedies available at law or in equity to
Employer, including, without limitation, the recovery of damages from
Employee and his agents involved in such breach.
5.3 It is expressly understood and agreed that Employer and Employee consider
the restrictions contained in this Article 5 to be reasonable and necessary
to protect the proprietary information and/or goodwill of Employer and its
affiliates. 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 such courts so as to
be reasonable and enforceable and, as so modified by the court, to be fully
enforced.
ARTICLE 6: MISCELLANEOUS
6.1 For purposes of this Agreement, (i) the terms "affiliates" or affiliated"
means an entity who directly, or indirectly through one or more
intermediaries, controls, is controlled by, or is under common control with
Employer or in which Employer has a 50% or more equity interest, and (ii)
any action or omission permitted to be taken or omitted by Employer
hereunder shall only be taken or omitted by Employer upon the express
authority of the Board of Directors of Employer or of any Committee of the
Board to which authority over such matters may have been delegated.
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6.2 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 prepaid courier or by United States registered or certified
mail, return receipt requested, postage prepaid, addressed as follows:
If to Employer, Halliburton Company at its corporate headquarters to
the attention of the General Counsel of Halliburton Company.
If to Employee, to his last known personal residence.
6.3 This Agreement shall be governed in all respects by the laws of the State
of Texas, without regard to any conflict-of-law rule or principle, unless
preempted by federal law, in which case federal law shall govern.
6.4 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.
6.5 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.
6.6 This Agreement shall be binding upon and inure to the benefit of Employer
and any other person, association, or entity which may hereafter acquire or
succeed to all or substantially all of the business or assets of Employer
by any means whether direct or indirect, by purchase, merger,
consolidation, or otherwise. Employee's rights and obligations under this
Agreement are personal and such rights, benefits, and obligations of
Employee shall not be voluntarily or involuntarily assigned, alienated, or
transferred, 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.
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6.7 This Agreement replaces and merges any previous agreements and discussions
pertaining to the subject matter covered herein. Further, this Agreement
specifically replaces and terminates that certain Employee Severance
Agreement between Employee and Dresser dated February 25, 1998. This
Agreement constitutes the entire agreement of the parties with regard to
such subject matter, and contains all of the covenants, promises,
representations, warranties, and agreements between the parties with
respect to such subject matter. 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 such subject matter, 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 Board of Directors of Employer.
IN WITNESS WHEREOF, Employer and Employee have duly executed this Agreement
at Dallas, Texas in multiple originals to be effective on the date first stated
above.
HALLIBURTON COMPANY
By:
------------------------------------
Richard B. Cheney
Chairman of the Board and
Chief Executive Officer
EMPLOYEE
By:
------------------------------------
Name: Donald C. Vaughn
Date:
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Exhibit A to
Executive Employment Agreement
By and Between Donald C. Vaughn and
Halliburton Company
STOCK OPTION STATEMENT
Grant Grant Options Options Option Expiration Options
Date Type Granted Outstanding Price Date Vested
- --------------------------------------------------------------------------------------------------------
1/21/1993 NQSO R 54,869 53,432 $21.46000 1/20/2003 53,432 current
11/16/1995 NQSO R 8,333 8,333 $21.75000 11/15/2005 8,333 current
11/16/1995 NQSO R 6,354 6,354 $23.75000 11/15/2005 6,354 current
11/16/1995 NQSO R 4,451 4,451 $25.75000 11/15/2005 4,451 current
1/18/1996 NQSO R 3,033 3,033 $23.87500 1/17/2006 3,033 current
1/18/1996 NQSO R 3,033 3,033 $25.87500 1/17/2006 3,033 current
1/18/1996 ISO R 3,034 3,034 $27.87500 1/17/2006 3,034 current
1/16/1997 Restricted 15,000 $.00000 0 current
15,000 on 11/21/1999
11/20/1997 ISO R 2,572 2,572 $38.87500 11/19/2007 0 current
2,572 on 11/20/1999
11/20/1997 NQSO R 174,528 174,528 $38.87500 11/19/2007 0 current
174,528 on 11/20/1999
1/5/1998 Restricted 3,277 $.00000 0 current
3,277 on 1/4/2001
1/5/1998 Restricted 236 $.00000 0 current
236 on 1/4/2001
1/15/1998 ISO R 419 419 $36.81250 1/14/2008 0 current
419 on 7/15/1998
1/15/1998 NQSO R 5,594 5,594 $36.81250 1/14/2008 0 current
5,594 on 7/15/1998
1/15/1998 NQSO R 6,012 6,012 $38.81250 1/14/2008 0 current
6,012 on 1/15/1999
1/15/1998 ISO R 2,450 2,450 $40.81250 1/14/2008 0 current
2,450 on 1/15/2000
1/15/1998 NQSO R 3,562 3,562 $40.81250 1/14/2008 0 current
As of 5/12/1998 Page 1 of 2
Exhibit A to
Executive Employment Agreement
By and Between Donald C. Vaughn and
Halliburton Company
STOCK OPTION STATEMENT
Grant Grant Options Options Option Expiration Options
Date Type Granted Outstanding Price Date Vested
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3,562 on 1/15/2000
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TOTAL STOCK OPTIONS EXERCISABLE 81,670
As of 5/12/1998 Page 2 of 2