UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
Current
Report
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (date of earliest event reported): April 8,
2009
HALLIBURTON
COMPANY
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
(State or Other
Jurisdiction of Incorporation)
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1-3492
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No.
75-2677995
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(Commission
File Number)
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(IRS
Employer Identification No.)
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1401
McKinney, Suite 2400, Houston, Texas
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77010
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(713)
759-2600
(Registrant’s
Telephone Number, Including Area Code)
Not
Applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General
Instruction A.2. below):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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INFORMATION
TO BE INCLUDED IN REPORT
Item
5.02. Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
Halliburton
and Cris Gaut, formerly President - Drilling and Evaluation division, have
entered into a Resignation, General Release and Settlement Agreement effective
as of April 8, 2009. The agreement amends and supplements the
Executive Employment Agreement between Halliburton and Mr.
Gaut. Under the agreement, Mr. Gaut has resigned as an executive
officer of Halliburton and from other positions with Halliburton’s affiliates
effective March 31, 2009 and will take early retirement on August 1,
2009. As of August 1, 2009 he will receive: (a) his regular salary
through that date, (b) a lump sum payment equal to two years’ annual base
salary, (c) retention of all shares of Halliburton common stock previously
granted to him under the Halliburton Company 1993 Stock and Incentive Plan (the
“1993 Plan”), (d) retention of all option shares granted under the 1993 Plan,
subject to their existing vesting schedules, (e)
retirement benefits payable under Halliburton’s Supplemental Executive
Retirement Plan and Benefit Restoration Plan, (f) payments of $15,000 for
outplacement services, $10,000 for financial planning assistance, and $2,650 for
an executive physical, and (g) retirement and welfare plan benefits provided to
employees generally. Mr. Gaut will be eligible to receive incentive compensation
under Halliburton’s Annual Performance Pay Plan, to the extent performance
targets are achieved, for all of 2009, at the same time as any payments are made
to other eligible participants under the plan. Mr. Gaut will also be
eligible to receive pro-rata benefits under Halliburton’s Performance Unit
Program, to the extent performance targets are achieved, for the 2007, 2008, and
2009 cycles if he completes a three-year non-competition and non-solicitation
agreement.
SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly
authorized.
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HALLIBURTON
COMPANY
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Date: April
8, 2009
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By:
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/s/
Robert L. Hayter
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Robert
L. Hayter
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Assistant
Secretary
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