sipesppreg.htm
As
filed with the Securities and Exchange Commission on May 21, 2009
Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
______________________
FORM
S-8
REGISTRATION
STATEMENT UNDER THE
SECURITIES
ACT OF 1933
______________________
HALLIBURTON
COMPANY
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
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75-2677995
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(State
or Other Jurisdiction
of
Incorporation or Organization)
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(I.R.S.
Employer
Identification
No.)
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5
Houston Center
1401
McKinney, Suite 2400
Houston,
Texas 77010
(Address
of Principal Executive Offices) (Zip Code)
Halliburton
Company Stock and Incentive Plan
Halliburton
Company Employee Stock Purchase Plan
(Full
Title of the Plan)
______________________
Albert
O. Cornelison, Jr.
Executive
Vice President and General Counsel
Halliburton
Company
5
Houston Center
1401
McKinney, Suite 2400
Houston,
Texas 77010
(Name and Address of Agent For
Service)
(713)
759-2600
(Telephone Number, including area
code, of agent for service)
______________________
Copies
to:
Jonathan
M. Ocker, Esq.
Orrick,
Herrington & Sutcliffe LLP
405
Howard Street
San
Francisco, CA 94105
(415)
773-5595
______________________
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer,” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check
one):
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Large
accelerated filer þ
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Accelerated
filer o
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Non-accelerated
filer o
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Smaller
reporting company o
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(Do
not check if a smaller reporting company)
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______________________
(Calculation
of Registration Fee on following page)
CALCULATION
OF REGISTRATION FEE
Title
of Securities
To
Be Registered
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Amount
To Be
Registered
(1)
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Proposed
Maximum Offering Price
Per
Unit (2)
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Proposed
Maximum Aggregate Offering Price
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Amount
of Registration Fee
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Halliburton
Company Stock and Incentive Plan, Common Stock, $2.50 par value per
share
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34,959,680
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$21.50
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$751,633,120
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$41,941
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Halliburton
Company Employee Stock Purchase Plan, Common Stock, $2.50 par value per
share
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20,000,000
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$21.50
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$430,000,000
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$23,994
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Total
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54,959,680
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$21.50
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$65,935
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(1)
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This
Registration Statement shall also cover any additional shares of
Registrant’s common stock that become issuable in respect of the
securities identified in the above table by reason of any stock dividend,
stock split, recapitalization or other similar transaction effected
without the Registrant’s receipt of consideration which results in an
increase in the number of the outstanding shares of Registrant’s common
stock.
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(2)
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Estimated
in accordance with Rules 457(c) and (h) of the Securities Act of 1933, as
amended, solely for the purpose of calculating the registration fee.
Computation based upon the average of the high and low prices of the
Registrant’s common stock as reported on the NYSE on May 19,
2009.
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TABLE
OF CONTENTS
PART
II
Item
3. Incorporation
of Documents by Reference II-1
Item
4. Description
of Securities II-1
Item
5. Interests
of Named Experts and Counsel II-1
Item
6. Indemnification
of Directors and Officers II-1
Item
7. Exemption
from Registration Claimed II-2
Item
8. Exhibits II-2
Item
9. Undertakings II-4
SIGNATURES
EXHIBIT
INDEX
EXHIBIT
5.1
EXHIBIT
23.1
EXHIBIT
23.2
EXHIBIT
24
EXHIBIT
99.1
EXHIBIT
99.2
EXHIBIT
99.3
EXHIBIT
99.4
EXHIBIT
99.5
EXHIBIT
99.6
PART
II
Information
Required in the Registration Statement
Item
3. Incorporation of Documents
by Reference.
Halliburton
Company (the “Registrant”) hereby incorporates by reference into this
Registration Statement the following documents previously filed with the
Securities and Exchange Commission (the “Commission”):
(a)
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The
Registrant’s Annual Report on Form 10-K for the fiscal year ended December
31, 2008 filed with the Commission on February 18, 2009 pursuant to
Section 13 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”);
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(b)
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All
other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act
since the end of the fiscal year covered by the Registrant’s Annual Report
referred to in (a) above; and
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(c)
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The
description of the Registrant’s Common Stock contained in the Registrant’s
Registration Statement on Form 8-B (No. 001-03492) filed with the
Commission on December 12, 1996, including any other amendments or reports
filed for the purpose of updating such
description.
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All
reports and definitive proxy or information statements filed pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the filing of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
de-registers all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing such documents, except as to specific sections of
such statements as set forth therein. Unless expressly incorporated into this
Registration Statement, a report furnished on Form 8-K prior or subsequent to
the date hereof shall not be incorporated by reference into this Registration
Statement. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained in any subsequently filed document which also is deemed to be
incorporated by reference herein modifies or supersedes such
statement.
Item
4. Description of
Securities.
Not
applicable.
Item
5. Interests of Named Experts
and Counsel.
Not
applicable.
Section
145 of the General Corporation Law of the State of Delaware or DGCL, provides
that a Delaware corporation has the power, under specified circumstances, to
indemnify its directors, officers, employees, and
agents. Indemnification is allowed in connection with threatened,
pending, or completed actions, suits, or proceedings, whether civil, criminal,
administrative, or investigative, other than an action by or in right of the
corporation, brought against them by reason of the fact that they were or are
directors, officers, employees, or agents, for:
·
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expenses,
judgments, and fines; and
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·
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amounts
paid in settlement actually and reasonably incurred in any action, suit,
or proceeding.
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The Tenth
Article of the Registrant's restated certificate of incorporation together with
Section 32 of its by-laws provide for indemnification of each person who is or
was made a party to any actual or threatened civil, criminal, administrative, or
investigative action, suit, or proceeding because:
(i) the
person is or was an officer or director of the Registrant; or
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(ii) is
a person who is or was serving at the request of the Registrant as a
director, officer, employee, or agent of another corporation or of a
partnership, joint venture trust, or other enterprise, including service
relating to employee benefit plans,
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to the
fullest extent permitted by the DGCL as it existed at the time the
indemnification provisions of the Registrant's restated certificate of
incorporation and the by-laws were adopted or as may be
amended. Section 32 of the Registrant's by-laws and the Tenth Article
of its restated certificate of incorporation expressly provide that they are not
the exclusive methods of indemnification.
Section
32 of the by-laws provides that the Registrant may maintain insurance, at its
own expense, to protect itself and any director, officer, employee, or agent of
the Registrant or of another entity against any expense, liability, or
loss. This insurance coverage may be maintained regardless of whether
the Registrant would have the power to indemnify the person against the expense,
liability, or loss under the DGCL.
Section
102(b)(7) of the DGCL provides that a certificate of incorporation may contain a
provision eliminating or limiting the personal liability of a director to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director. However, that provision shall not eliminate or
limit the liability of a director:
(i) for any breach of the director's duty of loyalty to the
corporation or its stockholders;
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(ii) for
acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of
law;
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(iii) under
Section 174 of the DGCL, relating to liability for unauthorized
acquisitions or redemptions of, or dividends on, capital stock;
or
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(iv) for any transaction from which the director derived an improper
personal benefit.
The
Fifteenth Article of the Registrant's restated certificate of incorporation
contains this type of provision.
Not
applicable.
Exhibit
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Incorporated by
Reference
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Filed
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Number
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Exhibit Description
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Form
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File No.
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Exhibit
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Filing Date
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Herewith
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4.1
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Restated
Certificate of Incorporation of Halliburton Company, as currently in
effect.
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8-K
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001-3492
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3.1
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June
5, 2006
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4.2
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Revised
By-laws of Halliburton Company, as currently in effect.
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8-K
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001-3492
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3.1
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December
5, 2008
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5.1
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Opinion
and Consent of Orrick, Herrington & Sutcliffe LLP
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X
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23.1
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Consent
of Independent Registered Public Accounting Firm.
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X
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23.2
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Consent
of Orrick, Herrington & Sutcliffe LLP (contained in
Exhibit 5.1).
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X
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24
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Powers
of Attorney for the following directors:
Alan
M. Bennett
James
R. Boyd
Milton
Carroll
S.
Malcolm Gillis
James
T. Hackett
Robert
A. Malone
J.
Landis Martin
Jay
A. Precourt
Debra
L. Reed
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X
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99.1
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Halliburton
Company Stock and Incentive Plan
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DEF
14-A
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001-3492
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Appendix
B
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April
6, 2009
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99.2
99.3
99.4
99.5
99.6
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Form
of Nonstatutory Stock Option Agreement
Form
of Restricted Stock Agreement
Form
of Restricted Stock Unit Agreement
Form
of Non-Employee Director Restricted Stock
Agreement
Halliburton
Company Employee Stock Purchase Plan
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DEF
14-A
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001-3492
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Appendix
C
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April
6, 2009
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X
X
X
X
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A. The
undersigned Registrant hereby undertakes: (1) to file, during any period in
which offers or sales are being made, a post-effective amendment to this
Registration Statement: (i) to include any prospectus required by Section
10(a)(3) of the Securities Act; (ii) to reflect in the prospectus any facts or
events arising after the effective date of the Registration Statement (or the
most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in this
Registration Statement - notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20 percent
change in the maximum aggregate offering price set forth in the “Calculation of
Registration Fee” table in the effective Registration Statement; and (iii) to
include any material information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any material change to
such information in the Registration Statement; provided, however, that clauses
(1)(i) and (1)(ii) shall not apply if the information required to be included in
a post-effective amendment by those clauses is contained in reports filed with
or furnished to the Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in this
Registration Statement; (2) that, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof; and (3) to remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.
B. The
undersigned Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Registrant’s annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference into this Registration Statement shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
C. Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the indemnification provisions summarized in Item 6, or otherwise,
the Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the Registrant certifies that
it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Houston, State of Texas, on May 20, 2009.
Halliburton
Company
By: /s/ Albert O. Cornelison,
Jr.
Albert O.
Cornelison, Jr.,
Executive
Vice President and General Counsel
Pursuant
to the requirements of the Securities Act of 1933, as amended, this Registration
Statement has been signed by the following persons on behalf of the Registrant
in the capacities and on the dates indicated.
Signature
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Title
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Date
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/s/
David J.
Lesar
David J. Lesar
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Chairman
of the Board, President and Chief Executive Officer and
Director
(Principal
Executive Officer)
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May
20, 2009
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/s/
Mark A.
McCollum
Mark A. McCollum
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Executive
Vice President and Chief Financial Officer
(Principal
Financial Officer)
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May
20, 2009
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/s/
Evelyn M.
Angelle
Evelyn M. Angelle
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Vice
President, Corporate Controller, and Principal Accounting
Officer
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May
20, 2009
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*
Alan M. Bennett
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Director
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*
James R. Boyd
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Director
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*
Milton Carroll
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Director
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*
S. Malcolm Gillis
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Director
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*
James T. Hackett
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Director
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*
Robert A. Malone
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Director
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*
J. Landis Martin
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Lead
Director
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*
Jay A. Precourt
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Director
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*
Debra L. Reed
By: * /s/ Albert O. Cornelison,
Jr.
Albert
O. Cornelison, Jr.
Attorney-in-fact
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Director
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EXHIBIT
INDEX
Exhibit
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Incorporated by
Reference
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Filed
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Number
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Exhibit Description
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Form
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File No.
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Exhibit
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Filing Date
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Herewith
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4.1
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Restated
Certificate of Incorporation of Halliburton Company., as currently in
effect.
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8-K
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001-3492
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3.1
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June
5, 2006
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4.2
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Revised
By-laws of Halliburton Company, as currently in effect.
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8-K
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001-3492
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3.1
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December
5, 2008
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5.1
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Opinion
and Consent of Orrick, Herrington & Sutcliffe LLP
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X
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23.1
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Consent
of Independent Registered Public Accounting Firm.
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X
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23.2
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Consent
of Orrick, Herrington & Sutcliffe LLP (contained in
Exhibit 5.1).
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X
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24
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Powers
of Attorney for the following directors:
Alan
M. Bennett
James
R. Boyd
Milton
Carroll
S.
Malcolm Gillis
James
T. Hackett
Robert
A. Malone
J.
Landis Martin
Jay
A. Precourt
Debra
L. Reed
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X
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99.1
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Halliburton
Company Stock and Incentive Plan
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DEF
14A
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001-3492
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Appendix
B
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April
6, 2009
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99.2
99.3
99.4
99.5
99.6
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Form
of Nonstatutory Stock Option Agreement
Form
of Restricted Stock Agreement
Form
of Restricted Stock Unit Agreement
Form
of Non-Employee Director Restricted Stock
Agreement
Halliburton
Company Employee Stock Purchase Plan
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DEF
14A
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001-3492
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Appendix
C
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April
6, 2009
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X
X
X
X
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opinionandconsent.htm
EXHIBIT
5.1
May 20,
2009
Halliburton
Company
5 Houston
Center
1401
McKinney, Suite 2400
Houston,
TX 77010
Re: Registration
Statement on Form S-8
Ladies
and Gentlemen:
At your
request, we are rendering this opinion in connection with the proposed issuance
of up to 54,959,680 shares of common stock (“Common Stock”) of Halliburton
Company, a Delaware corporation (the “Company”), pursuant to the Stock and
Incentive Plan, as amended and restated effective as of February 11, 2009, and
the Employee Stock Purchase Plan, as amended and restated effective as of
February 11, 2009 (collectively, the “Plans”), and pursuant to a Registration
Statement on Form S-8.
We have
examined instruments, documents, and records which we deemed relevant and
necessary for the basis of our opinion hereinafter expressed. In such
examination, we have assumed the following: (a) the authenticity of original
documents and the genuineness of all signatures; (b) the conformity to the
originals of all documents submitted to us as copies; and (c) the truth,
accuracy, and completeness of the information, representations, and warranties
contained in the records, documents, instruments and certificates we have
reviewed.
Based on
such examination, we are of the opinion that the shares of Common Stock to be
issued by the Company pursuant to the Plans are duly authorized, and when issued
and sold as described in the Plans and Registration Statement, will be legally
issued, fully paid, and nonassessable.
We hereby
consent to the filing of this opinion as an exhibit to the above referenced
Registration Statement on Form S-8 and to the use of our name wherever it
appears in said Registration Statement. In giving such consent, we do
not consider that we are “experts” within the meaning of such term as used in
the Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission issued thereunder with respect to any part of
the Registration Statement, including this opinion, as an exhibit or
otherwise.
Very
truly yours,
/s/
Orrick, Herrington & Sutcliffe LLP
Orrick,
Herrington & Sutcliffe LLP
consentofauditors.htm
Consent
of Independent Registered Public Accounting Firm
The Board
of Directors and Shareholders of Halliburton Company:
We
consent to the incorporation by reference in the registration statement on Form
S-8 of Halliburton Company, of our reports dated February 16, 2009, with respect
to the consolidated balance sheets of Halliburton Company and subsidiaries as of
December 31, 2008 and 2007, and the related consolidated statements of
operations, shareholders’ equity and cash flows, for each of the years in the
three-year period ended December 31, 2008, the effectiveness of internal control
over financial reporting, and the related financial statement schedule (Schedule
II), which reports appear in the December 31, 2008, Annual Report on Form 10-K
of Halliburton Company. Our report on the financial statements referred to
above, refers to a change in the methods of accounting for uncertainty in income
taxes as of January 1, 2007 and accounting for defined benefit and other
postretirement plans as of December 31, 2006.
/s/ KPMG
Houston,
Texas
May 20,
2009
consentofcounsel.htm
EXHIBIT
23.2
May 20,
2009
Halliburton
Company
5 Houston
Center
1401
McKinney, Suite 2400
Houston,
TX 77010
Re: Registration
Statement on Form S-8
Ladies
and Gentlemen:
At your
request, we are rendering this opinion in connection with the proposed issuance
of up to 54,959,680 shares of common stock (“Common Stock”) of Halliburton
Company, a Delaware corporation (the “Company”), pursuant to the Stock and
Incentive Plan, as amended and restated effective as of February 11, 2009, and
the Employee Stock Purchase Plan, as amended and restated effective as of
February 11, 2009 (collectively, the “Plans”), and pursuant to a Registration
Statement on Form S-8.
We have
examined instruments, documents, and records which we deemed relevant and
necessary for the basis of our opinion hereinafter expressed. In such
examination, we have assumed the following: (a) the authenticity of original
documents and the genuineness of all signatures; (b) the conformity to the
originals of all documents submitted to us as copies; and (c) the truth,
accuracy, and completeness of the information, representations, and warranties
contained in the records, documents, instruments and certificates we have
reviewed.
Based on
such examination, we are of the opinion that the shares of Common Stock to be
issued by the Company pursuant to the Plans are duly authorized, and when issued
and sold as described in the Plans and Registration Statement, will be legally
issued, fully paid, and nonassessable.
We hereby
consent to the filing of this opinion as an exhibit to the above referenced
Registration Statement on Form S-8 and to the use of our name wherever it
appears in said Registration Statement. In giving such consent, we do
not consider that we are “experts” within the meaning of such term as used in
the Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission issued thereunder with respect to any part of
the Registration Statement, including this opinion, as an exhibit or
otherwise.
Very
truly yours,
/s/
Orrick, Herrington & Sutcliffe LLP
Orrick,
Herrington & Sutcliffe LLP
powerofatty.htm
POWER
OF ATTORNEY
WHEREAS,
Halliburton Company, a Delaware corporation (the "Company"), intends to file
with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Act"), a Registration Statement on Form
S-8 with such amendment or amendments thereto, whether pre-effective or
post-effective, in each case as may be necessary or appropriate, together with
any and all exhibits and other documents having relation to said Registration
Statement (collectively, the "Registration Statement");
NOW,
THEREFORE, each of the undersigned, in his or her capacity as a director of
Company, does hereby appoint Albert O. Cornelison, Jr. and Sherry D. Williams,
each of whom may act without the joinder of the other, as his or her true and
lawful attorneys-in-fact and agents with power to act and with full power of
substitution and resubstitution, to execute in his or her name, place and stead,
in his or her capacity as a director of the Company, the Registration Statement
and all instruments necessary or incidental in connection therewith, with such
amendment or amendments thereto in each case as said attorneys-in-fact and
agents or any of them shall deem necessary or appropriate, together with any and
all exhibits and other documents relating thereto as said attorneys-in-fact and
agents or any of them shall deem necessary or appropriate or incidental in
connection therewith, and to file the same or cause the same to be filed with
the Commission. Said attorneys-in-fact and agents shall have full power and
authority to do and perform in the name and on behalf of each of the
undersigned, in any and all capacities, every act whatsoever necessary or
desirable to be done to the premises, as fully and to all intents and purposes
as each of the undersigned might or could do in person, each of the undersigned
hereby ratifying and approving the acts of said attorneys-in-fact and agents or
any of them or their substitutes.
IN
WITNESS WHEREOF, each of the undersigned has executed this instrument on this
20th
day of May 2009.
SIGNATURE
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/s/Alan M.
Bennett
Alan
M. Bennett
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/s/ Robert A.
Malone
Robert A.
Malone
|
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/s/ James R.
Boyd
James
R. Boyd
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/s/ J. Landis
Martin
J. Landis
Martin
|
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/s/ Milton
Carroll
Milton
Carroll
|
/s/ Jay A.
Precourt
Jay A.
Precourt
|
|
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/s/ Malcolm
Gillis
S.
Malcolm Gillis
|
/s/ Debra L.
Reed
Debra L.
Reed
|
|
|
s/ James T. Hackett
James
T. Hackett
|
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formonsonstatso.htm
NONSTATUTORY
STOCK OPTION AGREEMENT
TERMS
AND CONDITIONS
Grant
Date: <<Grant
Date>>
Grantee
(“Employee”): «First_Name»
«Last_Name»
Aggregate Number of Shares Subject to
Option: «Number
of Stock_Options»
Option
Price: $«Grant_Price»
Expiration:
font> Ten (10)
years
AGREEMENT made as of the
Xth
day of Month CCYY, between HALLIBURTON COMPANY, a
Delaware corporation (the “Company”), and <<First Name>>
<<Last Name>> (“Employee”).
To carry out the purposes of the HALLIBURTON COMPANY STOCK AND
INCENTIVE PLAN (the “Plan”), by affording Employee the opportunity to
purchase shares of common stock of the Company (“Stock”), and in
consideration of the mutual agreements and other matters set forth herein and in
the Plan, the Company and Employee hereby agree as follows:
1. Grant of
Option. The Company hereby irrevocably grants to Employee the right and
option (“Option”) to purchase all or any part of the number of shares of Stock
set forth on the preceding page at the option price indicated below, on the
terms and conditions set forth herein and in the Plan, which Plan is
incorporated herein by reference as a part of this Agreement. This Option shall
not be treated as an incentive stock option within the meaning of section 422(b)
of the Internal Revenue Code of 1986, as amended (the “Code”).
2. Option
Price. The purchase price of Stock to be paid by Employee pursuant to the
exercise of this Option shall be «Grant_Price» per share, which has been
determined to be not less than the fair market value of the Stock at the date of
grant of this Option. For all purposes of this Agreement, fair market value of
Stock shall be determined in accordance with the provisions of the
Plan.
3. Exercise
of Option. Subject to the earlier expiration of this Option as herein
provided, this Option may be exercised, by notice to the Company at its
principal executive office addressed to the attention of its Vice President and
Secretary, or to the Company’s agent administering the Plan, at any time and
from time to time after the date of grant hereof, but, except as otherwise
provided below, this Option shall not be exercisable for more than a percentage
of the aggregate number of shares of Stock offered by this Option determined by
the number of full years from the date of grant hereof to the date of such
exercise, in accordance with the following schedule:
Percentage of Stock
Number of Full
Years That May be
Purchased
Less
than 1
year 0%
1
year
33-1/3%
2
years 67%
3
years 100%
This Option is not transferable
otherwise than by will or the laws of descent and distribution or pursuant to a
“qualified domestic relations order” as defined by the Code and may be exercised
during Employee’s lifetime only by Employee, Employee’s guardian or legal
representative or a transferee under a qualified domestic relations order. Upon
any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of
this Option or of such rights contrary to the provisions hereof or in the Plan,
or upon the levy of any attachment or similar process upon this Option or such
rights, this Option and such rights shall immediately become null and void. This
Option may be exercised only while Employee remains an employee of the Company,
subject to the following exceptions:
(a)
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If
Employee’s employment with the Company terminates by reason of disability
(disability being defined as being physically or mentally incapable of
performing either the Employee’s usual duties as an Employee or any other
duties as an Employee that the Company reasonably makes available and such
condition is likely to remain continuously and permanently, as determined
by the Company or employing subsidiary), this Option may be exercised in
full by Employee (or Employee’s estate or the person who acquires this
Option by will or the laws of descent and distribution or otherwise by
reason of the death of Employee) at any time during the period ending on
the earlier of the Expiration Date (as defined below) or the third
anniversary of the date of Employee’s termination of
employment.
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(b)
|
If
Employee dies while in the employ of the Company, Employee’s estate, or
the person who acquires this Option by will or the laws of descent and
distribution or otherwise by reason of the death of Employee, may exercise
this Option in full at any time during the period ending on the earlier of
the Expiration Date or the third anniversary of the date of Employee’s
death.
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(c)
|
If
Employee’s employment with the Company terminates by reason of normal
retirement at or after age 65, this Option may be exercised by Employee at
any time during the period ending on the Expiration Date, but only as to
the number of shares of Stock Employee was entitled to purchase on the
date of such exercise in accordance with the schedule set forth above. In
connection with the termination of Employee’s employment with the Company
by reason of early retirement, applicable management of the Company and/or
business unit may recommend to the Committee or its delegate, as
applicable, that this Option be retained. In such event, the Committee or
its delegate, as the case may be, shall consider such recommendation and
may, in the Committee’s or such delegate’s sole discretion, approve the
retention of this Option following such early retirement, in which case
the Option may be exercised by Employee at any time during the period
ending on the Expiration Date, but only as to the number of shares of
Stock Employee was entitled to purchase on the date of such exercise in
accordance with the schedule set forth above. If, after retirement as set
forth above, Employee should die, this Option may be exercised in full by
Employee’s estate (or the person who acquires this Option by will or the
laws of descent and distribution or otherwise by reason of the death of
the Employee) during the period ending on the earlier of the Expiration
Date or the third anniversary of the date of Employee’s
death.
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(d)
|
If
Employee’s employment with the Company terminates for any reason other
than those set forth in subparagraphs (a) through (c) above, this Option
may be exercised by Employee only during the 30 calendar days following
Employee’s termination date, (which
30-day period shall not be extended by any notice period mandated under
local law), or by Employee’s estate (or the person who acquires
this Option by will or the laws of descent and distribution or otherwise
by reason of the death of the Employee) during a period of six months
following Employee’s death if Employee dies during such 30-day period, but
in each case only as to the number of shares of Stock Employee was
entitled to purchase hereunder upon exercise of this Option as of the date
Employee’s employment so terminates. Any Options not exercised
during the applicable period shall be automatically
forfeited.
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This Option shall not be exercisable in
any event prior to the expiration of six months from the date of grant hereof or
after the expiration of ten years from the date of grant hereof (the “Expiration
Date”) notwithstanding anything hereinabove contained. The purchase price of
Stock as to which this Option is exercised shall be paid in full at the time of
exercise (a) in cash (including check, bank draft or money order payable to the
order of the Company), (b) by delivering to the Company shares of Stock having a
fair market value equal to the purchase price and which Stock, if acquired from
the Company, have been held by Employee for more than six months, or (c) by a
combination of cash or Stock. Payment may also be made by delivery (including by
facsimile transmission) to the Company of an executed irrevocable option
exercise form, coupled with irrevocable instructions to a broker-dealer
designated by the Company to simultaneously sell a sufficient number of the
shares of Stock as to which the Option is exercised and deliver directly to the
Company that portion of the sales proceeds representing the exercise price. No
fraction of a share of Stock shall be issued by the Company upon exercise of an
Option or accepted by the Company in payment of the purchase price thereof;
rather, Employee shall provide a cash payment for such amount as is necessary to
effect the issuance and acceptance of only whole shares of Stock. Unless and
until a certificate or certificates representing such Stock shall have been
issued by the Company to Employee, Employee (or the person permitted to exercise
this Option in the event of Employee’s death) shall not be or have any of the
rights or privileges of a shareholder of the Company with respect to Stock
acquirable upon an exercise of this Option.
Employee
further understands and agrees that the Company and any related company are
neither responsible for any foreign exchange fluctuations between Employee’s
local currency and the United States Dollar that may affect the value of this
Option nor liable for any decrease in the value of Stock or this
Option.
4. Withholding
of Tax. To the extent that the exercise of this Option or the disposition
of shares of Stock acquired by exercise of this Option results in compensation
income to Employee for federal or state income tax purposes, Employee shall
deliver to the Company at the time of such exercise or disposition such amount
of money or shares of Stock as the Company may require to meet its withholding
obligation under applicable tax laws or regulations, and, if Employee fails to
do so, the Company is authorized to withhold from any cash or Stock remuneration
then or thereafter payable to Employee any tax required to be withheld by reason
of such resulting compensation income. Upon an exercise of this Option, the
Company is further authorized in its discretion to satisfy any such withholding
requirement out of any cash or shares of Stock distributable to Employee upon
such exercise.
5. Status of
Stock. The Company shall not be obligated to issue any Stock pursuant to
any Option at any time, when the offering of the Stock covered by such Option
has not been registered under the Securities Act of 1933, as amended (the “Act”)
and such other country, federal or state laws, rules or regulations as the
Company deems applicable and, in the opinion of legal counsel for the Company,
there is no exemption from the registration The Company intends to use its best
efforts to ensure that no such delay will occur. In the event exemption from
registration under the Act is available upon an exercise of this Option,
Employee (or the person permitted to exercise this Option in the event of
Employee’s death or incapacity), if requested by the Company to do so, will
execute and deliver to the Company in writing an agreement containing such
provisions as the Company may require to assure compliance with applicable
securities laws.
Employee agrees that the shares of
Stock which Employee may acquire by exercising this Option will not be sold or
otherwise disposed of in any manner which would constitute a violation of any
applicable securities laws, whether federal or state. Employee also agrees (i)
that the certificates representing the shares of Stock purchased under this
Option 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 shares of Stock purchased under this
Option 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, if any, to stop registration of the
transfer of the Stock of Stock purchased under this Option.
6. Employment
Relationship. For purposes of this Agreement, Employee shall be
considered to be in the employment of the Company as long as Employee remains an
employee of either the Company, a Parent Corporation or Subsidiary of the
Company, or a corporation or a Parent Corporation or Subsidiary of such
corporation assuming or substituting a new option for this Option. Any question
as to whether and when there has been a termination of such employment, and the
cause of such termination, shall be determined by the Committee or its delegate,
as appropriate, and such determination shall be final.
Nothing contained in this Agreement is
intended to constitute or create a contract of employment, nor shall it
constitute or create the right to remain associated with or in the employ of the
Company or a related company for any particular period of time. This
Agreement shall not interfere in any way with the Company or a related company’s
right to terminate Employee’s employment at any time. Furthermore,
this Agreement, the Plan, and any other Plan documents are not part of
Employee’s employment contract, if any, and do not guarantee either Employee’s
right to receive any future grants under such Agreement or Plan or the inclusion
of the value of any grants in the calculation of severance payments, if any,
upon termination of employment.
7. Data
Privacy. In order to perform its obligations under the Plan or
for the implementation and administration of such Plan, the Company may collect,
transfer, use, process, or hold certain personal or sensitive data about
Employee. Such data includes, but is not limited to Employee’s name,
nationality, citizenship, work authorization, date of birth, age, government or
tax identification number, passport number, brokerage account information,
address, compensation and equity award history, and beneficiaries’ contact
information. Employee explicitly consents to the collection, transfer
(including to third parties in Employee’s home country or the United States or
other countries, such as but not limited to human resources personnel, legal and
tax advisors, and brokerage administrators), use, processing, and holding,
electronically or otherwise, of his/her personal information in connection with
this or any other equity award. At all times, the Company shall
maintain the confidentiality of Employee’s personal information, except to the
extent the Company is required to provide such information to governmental
agencies or other parties; such actions will be undertaken by the Company only
in accordance with applicable law.
8. Mode of
Communications. Employee
agrees, to the fullest extent permitted by law, in lieu of receiving documents
in paper format, to accept electronic delivery of any documents that the Company
or related company may deliver in connection with this grant and any other
grants offered by the Company, including prospectuses, grant notifications,
account statements, annual or quarterly reports, and other
communications. Electronic delivery of a document may be made via the
Company’s email system or by reference to a location on the Company’s intranet
or website.
To the extent Employee has been
provided with a copy of this Agreement, the Plan, or any other documents
relating to this Option in a language other than English, the English language
documents will prevail in case of any ambiguities or divergences as a result of
translation.
9. 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
Employee.
10. Compliance
with Law. Notwithstanding anything to the contrary herein, the Company
shall not be obligated to issue any Stock pursuant to any Option, at any time,
if the offering of the Stock covered by such Option, or the exercise of an
Option by an Employee, violates or is not in compliance with any laws, rules or
regulations of the United States or any state or country.
Furthermore, Employee understands that
the laws of the country in which he/she is working at the time of grant,
vesting, and/or exercise of this Option (including any rules or regulations
governing securities, foreign exchange, tax, labor or other matters) may
restrict or prevent exercise of this Option or may subject Employee to
additional procedural or regulatory requirements he/she is solely responsible
for and will have to independently fulfill in relation to the exercise of this
Option.
11.
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Governing
Law and Forum.
This Agreement shall be governed by, and construed in accordance
with, the laws of the State of Texas without regard to
principles of conflict of laws, except to the extent that it implicates
matters which are the subject of the General Corporation Law of the State
of Delaware, which matters shall be governed by the latter
law. For purposes of resolving any dispute that may arise
directly or indirectly from this Agreement, the parties hereby agree that
any such dispute that cannot be resolved by the parties shall be submitted
for resolution through the Halliburton Dispute Resolution Program, which
Program’s last step is final and binding
arbitration.
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12. Other
Terms. The provisions of this Agreement are severable and if any one or
more of the provisions are determined to be illegal or otherwise unenforceable,
in whole or in part, the remaining provisions shall nevertheless be binding and
enforceable.
IN WITNESS WHEREOF, the
Company has caused this Agreement to be duly executed by its officer thereunto
duly authorized, and Employee has executed this Agreement, all as of the day and
year first above written.
HALLIBURTON
COMPANY
[Missing Graphic Reference]
By:
David J. Lesar
Chairman of the Board, President
and
Chief Executive
Officer
I
HEREBY AGREE TO THE TERMS AND CONDITIONS, INCLUDING THE 30 DAY CONDITION SET
FORTH IN SECTION 3(d), HEREINAFTER SET FORTH IN THIS NONSTATUTORY STOCK OPTION
AGREEMENT DATED <<Grant Date>>.
<<Acceptance
Date>>
formofrsa.htm
RESTRICTED
STOCK AGREEMENT
Grant
Date: Grant
Date
Grantee
(“Employee”):
«First_Name» «MI» «Last_Name»
Aggregate
Number of Shares Subject to
Award: «Number_Restricted_Shares»
Restriction
Period
60; 5
year restriction period
This
RESTRICTED STOCK
AGREEMENT (“Agreement”) is made as of Grant Date, between HALLIBURTON COMPANY, a
Delaware corporation (the “Company”), and «First_Name» «MI» «Last_Name»
(“Employee”).
(a) Shares. Pursuant
to the Halliburton Company Stock and Incentive Plan (the “Plan”) the aggregate
number of shares subject to award set forth above (the “Restricted Shares”) of
the Company’s common stock, par value $2.50 per share (“Stock”), shall be issued
as hereinafter provided in Employee’s name subject to certain restrictions
thereon.
(b) Issuance
of Restricted Shares. The Restricted Shares shall be issued
upon acceptance hereof by Employee and upon satisfaction of the conditions of
this Agreement.
(c) Plan
Incorporated. Employee 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. Except as defined herein,
capitalized terms shall have the same meanings ascribed to them under the
Plan.
2. Restricted
Shares. Employee hereby accepts the Restricted Shares when
issued and agrees with respect thereto as follows:
(a) Forfeiture
Restrictions. The 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
hereinafter defined), and in the event of termination of Employee’s employment
with the Company or employing subsidiary for any reason other than (i) normal
retirement on or after age sixty-five, (ii) death or (iii) disability as
determined by the Company or employing subsidiary, or except as otherwise
provided in the last sentence of subparagraph (b) of this Paragraph 2, Employee
shall, for no consideration, forfeit to the Company all Restricted Shares to the
extent then subject to the Forfeiture Restrictions. The prohibition
against transfer and the obligation to forfeit and surrender Restricted Shares
to the Company upon termination of employment are herein referred to as
“Forfeiture Restrictions.” The Forfeiture Restrictions shall be
binding upon and enforceable against any transferee of Restricted
Shares.
(b) Lapse of
Forfeiture Restrictions. The Forfeiture Restrictions shall
lapse as to the Restricted Shares in accordance with the following schedule
provided that Employee has been continuously employed by the Company from the
date of this Agreement through the lapse date:
Percentage of
Total
Number of Restricted Shares
as to Which Forfeiture
Lapse
Date Restrictions
Lapse
First
Anniversary of the
date
of this
Agreement 20%
Second
Anniversary of the
date
of this
Agreement 20%
Third
Anniversary of the
date
of this
Agreement 20%
Fourth
Anniversary of the
date
of this
Agreement 20%
Fifth
Anniversary of the
date
of this
Agreement 20%
Notwithstanding
the foregoing, the Forfeiture Restrictions shall lapse as to all of the
Restricted Shares on the earlier of (i) the occurrence of a Corporate Change (as
such term is defined in the Plan), or (ii) the date Employee’s employment with
the Company is terminated by reason of death, disability (as determined by the
Company or employing subsidiary) or normal retirement on or after age
sixty-five. In the event Employee’s employment is terminated for any
other reason, including retirement prior to age sixty-five with the approval of
the Company or employing subsidiary, the Committee which administers the Plan
(the “Committee”) or its delegate, as appropriate, may, in the Committee’s or
such delegate’s sole discretion, approve the lapse of Forfeiture Restrictions as
to any or all Restricted Shares still subject to such restrictions, such lapse
to be effective on the date of such approval or Employee’s termination date, if
later.
(c) Certificates. The
Restricted Shares shall be represented by a stock certificate or book entry
transaction registered in the name of a nominee of the Company, pursuant to
which Employee shall have voting rights and shall be entitled to receive all
dividends 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
Committee or its delegate, Employee 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 or a book entry transaction registered
in the name of Employee for the shares upon which Forfeiture Restrictions
lapsed. Notwithstanding any other provisions of this Agreement, the
issuance or delivery of any shares of Stock (whether subject to restrictions or
unrestricted) may be postponed for such period as may be required to comply with
applicable requirements of any national 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 Stock 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 national securities exchange.
(d) Compliance
with Law. Employee understands
that the laws of the country in which he/she is working at the time of grant or
lapse of Forfeiture Restrictions of the Restricted Stock or at the subsequent
sale of shares of Stock granted to Employee under this Award (including any
rules or regulations governing securities, foreign exchange, tax, labor or other
matters) may subject Employee to additional procedural or regulatory
requirements he/she is solely responsible for and will have to independently
fulfill in relation to ownership or sale of such shares.
(e) Value of
Stock. Employee further understands and agrees that the
Company and any related company are neither responsible for any foreign exchange
fluctuations between Employee’s local currency and the United States Dollar that
may affect the value of Stock nor liable for any decrease in the value of
Stock.
3. Withholding
of Tax. To the extent that the receipt of the Restricted
Shares or the lapse of any Forfeiture Restrictions results in income to Employee
for federal or state income tax purposes, FICA or other applicable tax purposes,
then in accordance with the Company’s Business Practice, Employee shall deliver
to the Company at the time of such receipt or lapse, as the case may be, such
amount of shares of unrestricted Stock as the Company may require to meet its
withholding obligation under applicable tax laws or regulations, and, if
Employee fails to do so, the Company is hereby authorized by Employee to
withhold from any cash or Stock remuneration then or thereafter payable to
Employee, any tax required to be withheld by reason of such resulting
compensation income.
4. Status of
Stock. Employee 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 securities laws. Employee 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 be 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, if any, to stop registration of the transfer of the Restricted
Shares.
5. Employment
Relationship. For purposes of this Agreement, Employee shall
be considered to be in the employment of the Company as long as Employee remains
an employee of either the Company, any successor corporation or a parent or
subsidiary corporation (as defined in section 424 of the Code) of the Company or
any successor corporation. Any question as to whether and when there
has been a termination of such employment, and the cause of such termination,
shall be determined by the Committee, or its delegate, as appropriate, and its
determination shall be final.
Nothing contained in this Agreement is
intended to constitute or create a contract of employment, nor shall it
constitute or create the right to remain associated with or in the employ of the
Company or a related company for any particular period of time. This
Agreement shall not interfere in any way with the Company or a related company’s
right to terminate Employee’s employment at any time. Furthermore,
this Agreement, the Plan, and any other Plan documents are not part of
Employee’s employment contract, if any, and do not guarantee either Employee’s
right to receive any future grants under such Agreement or Plan or the inclusion
of the value of any grants in the calculation of severance payments, if any,
upon termination of employment.
6. Data
Privacy. In order to perform its obligations under the Plan or
for the implementation and administration of such Plan, the Company may collect,
transfer, use, process, or hold certain personal or sensitive data about
Employee. Such data includes, but is not limited to Employee’s name,
nationality, citizenship, work authorization, date of birth, age, government or
tax identification number, passport number, brokerage account information,
address, compensation and equity award history, and beneficiaries’ contact
information. Employee explicitly consents to the collection, transfer
(including to third parties in Employee’s home country or the United States or
other countries, such as but not limited to human resources personnel, legal and
tax advisors, and brokerage administrators), use, processing, and holding,
electronically or otherwise, of his/her personal information in connection with
this or any other equity award. At all times, the Company shall
maintain the confidentiality of Employee’s personal information, except to the
extent the Company is required to provide such information to governmental
agencies or other parties; such actions will be undertaken by the Company only
in accordance with applicable law.
7. Mode of
Communications. Employee
agrees, to the fullest extent permitted by law, in lieu of receiving documents
in paper format, to accept electronic delivery of any documents that the Company
or related company may deliver in connection with this grant and any other
grants offered by the Company, including prospectuses, grant notifications,
account statements, annual or quarterly reports, and other
communications. Electronic delivery of a document may be made via the
Company’s email system or by reference to a location on the Company’s intranet
or website.
To the extent Employee has been
provided with a copy of this Agreement, the Plan, or any other documents
relating to this Award in a language other than English, the English language
documents will prevail in case of any ambiguities or divergences as a result of
translation.
8. 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 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.
9. 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
Employee.
10. Governing
Law and Forum. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of Texas without regard to
principles of conflict of laws, except to the extent that it implicates matters
which are the subject of the General Corporation Law of the State of Delaware,
which matters shall be governed by the latter law. For purposes of
resolving any dispute that may arise directly or indirectly from this Agreement,
the parties hereby agree that any such dispute that cannot be resolved by the
parties shall be submitted for resolution through the Halliburton Dispute
Resolution Program, which Program’s last step is final and binding
arbitration.
11.
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Other
Terms. The provisions of this Agreement are severable and if any
one or more of the provisions are determined to be illegal or otherwise
unenforceable, in whole or in part, the remaining provisions shall
nevertheless be binding and
enforceable.
|
IN WITNESS
WHEREOF, the Company has caused this Agreement to be duly executed by an
officer thereunto duly authorized as of the date first above
written.
HALLIBURTON COMPANY
[Missing Graphic Reference]
By
David J.
Lesar
Chairman of the Board,
President
and
Chief Executive Officer
I
HEREBY AGREE TO THE TERMS AND CONDITIONS HEREINAFTER SET FORTH IN THIS
RESTRICTED STOCK AGREEMENT DATED <<Grant Date>>.
<Acceptance
Date>
formofrsua.htm
RESTRICTED
STOCK UNIT AGREEMENT
Grant
Date:
0; <<Grant
Date>>
Grantee
(“Employee”):
60; «First_Name» «MI»
«Last_Name»
Aggregate
Number of Units Subject to
Award: «Number
_Restricted_Units»
Restriction
Period:
160; 5 year
restriction period
This
RESTRICTED STOCK UNIT
AGREEMENT (“Agreement”) is made as of <<Grant Date>>,
between HALLIBURTON
COMPANY, a Delaware corporation (the “Company”), and «First_Name» «MI»
«Last_Name» (“Employee”).
(a) Units. Pursuant
to the Halliburton Company Stock and Incentive Plan (the “Plan”), Employee is
hereby awarded the aggregate number of units subject to award set forth
above (the “Restricted Stock Units”) evidencing the right to receive an
equivalent number of shares of the Company’s common stock, par value $2.50 per
share (“Stock”), subject to the conditions of the Plan and this
Agreement.
(b) Plan
Incorporated. Employee acknowledges receipt of a copy of the
Plan, and agrees that this award of Restricted Stock Units 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. Except
as defined herein, capitalized terms shall have the same meanings ascribed to
them under the Plan.
2. Terms of
Restricted Stock Units. Employee hereby accepts the Restricted
Stock Units and agrees with respect thereto as follows:
(a) Forfeiture
of Restricted Stock Units. In the event of termination of
Employee’s employment with the Company or employing Subsidiary for any reason
other than (i) normal retirement on or after age sixty-five, (ii) death or (iii)
disability as determined by the Company or employing Subsidiary, or except as
otherwise provided in subparagraph (c) of this Paragraph 2, Employee shall, for
no consideration, forfeit all Restricted Stock Units to the extent they are not
fully vested.
(b) Assignment
of Restricted Stock Units Prohibited. The Restricted Stock
Units may not be sold, assigned, pledged, exchanged, hypothecated or otherwise
transferred, encumbered or disposed of.
(c) Vesting
Schedule. The Restricted Stock Units shall vest in accordance
with the following schedule provided that Employee has been continuously
employed by the Company from the date of this Agreement through the applicable
vesting date:
Percentage of Total Number
of
Vesting
Date Restricted Stock Units
Vesting
First
Anniversary of the
date
of this
Agreement 20%
Second
Anniversary of the
date
of this
Agreement 20%
Third
Anniversary of the
date
of this
Agreement 20%
Fourth
Anniversary of the
date
of this
Agreement 20%
Fifth
Anniversary of the
date
of this
Agreement 20%
Notwithstanding
the foregoing, the Restricted Stock Units shall become fully vested on the
earlier of (i) the occurrence of a Corporate Change (as such term is
defined in the Plan), or (ii) the date Employee’s employment with the
Company is terminated by reason of death, disability (as determined by the
Company or employing Subsidiary) or normal retirement on or after age
sixty-five. In the event Employee’s employment is terminated for any
other reason, including retirement prior to age sixty-five with the approval of
the Company or employing Subsidiary, the Committee which administers the Plan
(the “Committee”) or its delegate, as appropriate, may, in the Committee’s or
such delegate’s sole discretion, approve the acceleration of the vesting of any
or all Restricted Stock Units not theretofore vested, such vesting to be
effective on the date of such approval or Employee’s termination date, if
later.
(d) Shareholder
Rights. The Employee shall have no rights to dividends,
dividend equivalents or any other rights of a shareholder with respect to shares
of Stock subject to this award of Restricted Stock Units unless and until such
time as the award has been settled by the transfer of shares of Stock to the
Employee.
(e) Settlement
and Delivery of Stock. Payment of vested Restricted Stock
Units shall be made as soon as administratively practicable after
vesting. Settlement will be made by payment in shares of Stock or
cash in accordance with the Plan. Notwithstanding the foregoing, the
Company shall not be obligated to deliver any shares of Stock if counsel to the
Company determines that such sale or delivery would violate any applicable law
or any rule or regulation of any governmental authority or any rule or
regulation of, or agreement of the Company with, any securities exchange or
association upon which the Stock is listed or quoted. The Company
shall in no event be obligated to take any affirmative action in order to cause
the delivery of shares of Stock to comply with any such law, rule, regulation or
agreement.
Furthermore,
Employee understands that the laws of the country in which he/she is working at
the time of grant or vesting of the Restricted Stock Units or at the subsequent
sale of shares of Stock granted to Employee under this Award (including any
rules or regulations governing securities, foreign exchange, tax, labor or other
matters) may subject Employee to additional procedural or regulatory
requirements he/she is solely responsible for and will have to independently
fulfill in relation to ownership or sale of such shares.
Employee further understands and agrees
that the Company and any related company are neither responsible for any foreign
exchange fluctuations between Employee’s local currency and the United States
Dollar that may affect the value of Stock nor liable for any decrease in the
value of Stock.
3. Withholding
of Tax. The Committee may make such provisions as it may deem
appropriate for the withholding of any taxes which it determines is required in
connection with this award of Restricted Stock Units, and, unless otherwise
approved by the Committee, the Company shall either (i) reduce the number of
shares of Stock that would have otherwise been delivered to Employee by a number
of shares of Stock having a Fair Market Value equal to the amount required to be
withheld, or (ii) withhold the appropriate amount of any taxes due in accordance
with the Company’s payroll procedures applicable to the Employee.
4. Employment
Relationship. For purposes of this Agreement, Employee shall
be considered to be in the employment of the Company as long as Employee remains
an employee of the Company or any Subsidiary, or a corporation or a subsidiary
of such corporation assuming or substituting a new award for this award of
Restricted Stock Units. Any question as to whether and when there has
been a termination of such employment, and the cause of such termination, shall
be determined by the Committee, or its delegate, as appropriate, and its
determination shall be final.
Nothing
contained in this Agreement is intended to constitute or create a contract of
employment, nor shall it constitute or create the right to remain associated
with or in the employ of the Company or a related company for any particular
period of time. This Agreement shall not interfere in any way with
the Company or a related company’s right to terminate Employee’s employment at
any time. Furthermore, this Agreement, the Plan, and any other Plan
documents are not part of
Employee’s employment contract, if any, and do not guarantee either Employee’s
right to receive any future grants under such Agreement or Plan or the inclusion
of the value of any grants in the calculation of severance payments, if any,
upon termination of employment.
5. Data
Privacy. In order to perform its obligations under the Plan or
for the implementation and administration of such Plan, the Company may collect,
transfer, use, process, or hold certain personal or sensitive data about
Employee. Such data includes, but is not limited to Employee’s name,
nationality, citizenship, work authorization, date of birth, age, government or
tax identification number, passport number, brokerage account information,
address, compensation and equity award history, and beneficiaries’ contact
information. Employee explicitly consents to the collection, transfer
(including to third parties in Employee’s home country or the United States or
other countries, such as but not limited to human resources personnel, legal and
tax advisors, and brokerage administrators), use, processing, and holding,
electronically or otherwise, of his/her personal information in connection with
this or any other equity award. At all times, the Company shall
maintain the confidentiality of Employee’s personal information, except to the
extent the Company is required to provide such information to governmental
agencies or other parties; such actions will be undertaken by the Company only
in accordance with applicable law.
6. Mode of
Communications. Employee
agrees, to the fullest extent permitted by law, in lieu of receiving documents
in paper format, to accept electronic delivery of any documents that the Company
or related company may deliver in connection with this grant and any other
grants offered by the Company, including prospectuses, grant notifications,
account statements, annual or quarterly reports, and other
communications. Electronic delivery of a document may be made via the
Company’s email system or by reference to a location on the Company’s intranet
or website.
To the extent Employee has been
provided with a copy of this Agreement, the Plan, or any other documents
relating to this Award in a language other than English, the English language
documents will prevail in case of any ambiguities or divergences as a result of
translation.
7. 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 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 Stock Units.
8. 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
Employee.
9.
|
Governing
Law and Forum. This
Agreement shall be governed by, and construed in accordance with, the laws
of the State of Texas without
regard to principles of conflict of laws, except to the extent that it
implicates matters which are the subject of the General Corporation Law of
the State of Delaware, which matters shall be governed by the latter
law. For purposes of resolving any dispute that may arise
directly or indirectly from this Agreement, the parties hereby agree that
any such dispute that cannot be resolved by the parties shall be submitted
for resolution through the Halliburton Dispute Resolution Program, which
Program’s last step is final and binding
arbitration.
|
IN WITNESS
WHEREOF, the Company has caused this Agreement to be duly executed by an
officer thereunto duly authorized as of the date first above
written.
HALLIBURTON COMPANY
[Missing Graphic Reference]
By
David J.
Lesar
Chairman of the Board,
President
and Chief
Executive Officer
I
HEREBY AGREE TO THE TERMS AND CONDITIONS HEREINAFTER SET FORTH IN THIS
RESTRICTED STOCK UNIT AGREEMENT DATED <<Grant Date>>.
<<Acceptance
Date>>
Halliburton
Company
Stock
and Incentive Plan (the “Plan”)
Grant
Agreement
Country-Specific
Addendum
This
Addendum includes additional country-specific notices, disclaimers, and/or terms
and conditions that apply to residents of the countries listed below and that
may be material to your participation in the Plan. Unless otherwise
noted below, capitalized terms shall take the same definitions assigned to them
under the Plan and your grant agreement. This Addendum forms part of
your grant agreement and should be read in conjunction with the
Plan.
Argentina
|
Foreign
Exchange Information
US
dollar transactions must be conducted through financial intermediaries
authorized by the Argentine Central Bank. Transactions which in
the aggregate exceed US $2 million or its equivalent, per individual per
month, are subject to prior approval of the Central Bank. US
dollar proceeds from an option exercise or other sale of stock by a
participant, when remitted to Argentina, are subject to conversion to
Argentine pesos at applicable exchange rates and subject to any applicable
regulations of the Central Bank. In addition, the
transfer of funds into Argentina as a repatriation of a portfolio
investment abroad may be subject to a 365-day deposit and holding with an
Argentine financial institution. Please confirm the foreign
exchange requirements with your local bank before any transfer of funds in
or out of Argentina.
|
Brazil
|
Foreign
Exchange Information
The
regulations of the Central Bank of Brazil governing investments abroad are
subject to change at any time and such changes could affect your ability
to exercise options or receive cash proceeds from option
exercises. Please check with your local equity coordinator
about any currently effective restrictions before exercising your
options. Additionally, you are required to report to the
Central Bank of Brazil, on a yearly basis, the value of any and all assets
held abroad (including Halliburton shares) if the value of such assets
equals or exceeds US $100,000, as well as any capital gain, dividend or
profit attributable to such assets.
|
Canada
|
Consent
to Receive Information in English (Quebec Employees)
I
acknowledge that it is the express wish of the parties that this
agreement, as well as all documents, notices and legal proceedings entered
into, given or instituted pursuant hereto or relating directly or
indirectly hereto, be written in English.
Je
reconnais que c'est mon souhait exprès d'avoir exigé la rédaction en
anglais de cette convention, ainsi que de tous documents exécutés, avis
donnés et procédures judiciaries intentées, directement ou indirectement,
relativement à ou suite à la présente convention.
|
China
|
Foreign
Exchange Information
Due
to foreign exchange restrictions in China, you are required to repatriate
all proceeds from the sale of shares that have been issued to you under an
award through a special-purpose foreign exchange account. For
further details, please see the separate communications and Agreement of
Restricted Stock Unit Lapse Acknowledgment Letter regarding awards in
China.
|
France
|
Foreign
Exchange Information
Residents
of France with foreign account balances in excess of EUR 1 million or its
equivalent must report monthly to the Bank of France.
Securities
Law Notice
This
offer has not been filed with the Autorité des marchés
financiers. You may only participate in this offer on your own
account. Any public offering of shares purchased through this
offer must be made in accordance with Article L. 211-1 I of the French
Monetary and Financial Code.
|
India
|
Foreign
Exchange Information
You
are required to repatriate to India any cash balances received in respect
of dividends within seven (7) days of receipt. In addition, any
payments received in relation to fractional shares and any cash balance
received as a result of the sale of shares acquired under Halliburton’s
programs must be repatriated to India within ninety (90) days of
receipt. Please note that you should keep the remittance
certificate received from the bank where foreign currency is deposited in
the event that the Reserve Bank of India, Halliburton or your employer
requests proof of repatriation.
|
Italy
|
Data
Privacy Notice
Pursuant
to Legislative Decree no. 196/2003, the Controller of personal data
processing is Halliburton, with registered offices at Houston, Texas,
U.S.A., and its representative in Italy for privacy purposes is:
Halliburton Italiana S.p.A.
I
understand that data processing related to the purposes specified above
shall take place under automated or non-automated conditions, anonymously
when possible, that comply with the purposes for which data are collected
and with confidentiality and security provisions as set forth by
applicable laws and regulations, with specific reference to Legislative
Decree no. 196/200.
The
processing activity, including the communication and transfer of my data
abroad, including outside of the European Union, as herein specified and
pursuant to applicable laws and regulations, does not require my consent
thereto as the processing is necessary for the performance of contractual
obligations related to the implementation, administration and management
of the Plan. I understand that the use of my data will be
minimized where it is not necessary for the implementation, administration
and management of the Plan. I further understand that, pursuant
to Section 7 of the Legislative Decree no. 196/2003, I have the right to,
including but not limited to, access, delete, update, ask for
rectification of my data and stop, for legitimate reason, the data
processing. Furthermore, I am aware that my data will not be
used for direct marketing purposes.
|
Kuwait
|
Securities
Law Notice
The
information contained herein is intended solely for your use; it is
confidential and privileged and is not intended to be circulated to any
other person or party other than eligible employees or published by any
means. You may not rely on the information contained herein for
any purpose other than in relation to this offer and any share purchase or
award hereunder.
|
Malaysia
|
Securities
Law Notice
The
grant of Halliburton stock incentive awards in Malaysia constitutes or
relates to an ‘excluded offer,’ ‘excluded invitation,’ or ‘excluded issue’
pursuant to Section 229 and Section 230 of the CMSA, and as a consequence
no prospectus is required to be registered with the Securities Commission
of Malaysia.
The
award documents do not constitute and may not be used for the purpose of a
public offering or an issue, offer for subscription or purchase,
invitation to subscribe for or purchase any securities requiring the
registration of a prospectus with the Securities Commission in Malaysia
under the CMSA.
|
Mexico
|
Labor
Law Acknowledgment
In
accepting this grant, you expressly recognize that Halliburton, with
registered offices at 5 Houston Center, 1401 McKinney Street, Suite 2400,
Houston, TX, 77010, U.S.A., is solely responsible for the administration
of the Plan and that your participation in the Plan and acquisition of
shares of Common Stock do not constitute an employment relationship
between yourself and Halliburton since you are participating in the Plan
on a wholly commercial basis and your sole Employer is Halliburton’s
subsidiary in Mexico for which you are employed (“Halliburton
Mexico”). Based on the foregoing, you expressly recognize that
the Plan and the benefits that you may derive from your participation in
the Plan do not establish any rights between yourself and your employer,
Halliburton Mexico, and do not form part of the employment conditions
and/or benefits provided by Halliburton Mexico and any modification of the
Plan or its termination shall not constitute a change or impairment of the
terms and conditions of your employment with Halliburton
Mexico.
You
further understand that your participation in the Plan is as a result of a
unilateral and discretionary decision of Halliburton; therefore,
Halliburton reserves the absolute right to amend and/or discontinue your
participation at any time without any liability to you.
1. The
undersigned has freely elected to participate in the Plan and therefore
agrees to be subject to the provisions of the Plan. The
undersigned’s participation in the Plan, the acquisition of Halliburton’s
stock and the profits or losses that may result from the undersigned’s
participation in the Plan shall not be deemed as part of the undersigned’s
salary or other remuneration having any labor relationship with
Halliburton Mexico, since it
is not received as consideration for the services rendered to such
Subsidiary/Affiliate by the Participant.
2. Profits
or losses that may result from the undersigned’s participation in the Plan
may substantially vary from one year to another, as per Halliburton’s
stock market price fluctuations; therefore, the undersigned expressly
releases Halliburton Mexico and Halliburton from any liability in which
the undersigned may incur by virtue of such fluctuations, including,
without limitation, those losses resulting from the variation of exchange
rates to buy US dollars with Mexican pesos.
3. The
undersigned acknowledges having received a copy of the Plan, summarizing
the terms and conditions thereof and confirms having read it and
understanding such Plan’s context and legal scope. The
undersigned hereby agrees and expressly acknowledges willingness to be
subject to the terms of the Plan, as well as to the terms and conditions
of any related documents, and understands that the Plan is at the
undersigned’s disposal at the offices located at Servicios Professionales
Petroleros, S. de R.L. De C.V.
Reconocimiento
de la Legislación Laboral
Derivado
de su aceptación de las Acciones, expresamente reconoce que Halliburton,
cuyas oficinas se encuentran ubicadas en 5 Houston Center, 1401 McKinney
Street, Suite 2400, Houston, TX, 77010, U.S.A., es la única responsable
por la administración del Plan y que su participación en el mismo y la
adquisición de Acciones Ordinarias no constituye una relación de trabajo
entre usted y Halliburton, toda vez que usted participa en el Plan
derivado de una relación comercial y que su único patrón lo es la empresa
subsidiaria de Halliburton en México, con la cual está usted contratado
(“Halliburton-México”) como empleado. Derivado de lo anterior,
usted expresamente reconoce que el Plan y los beneficios que puedan
derivarse de su participación en el mismo no establecen derecho alguno
entre usted y su patrón Halliburton-México, y que no forman parte de las
condiciones de trabajo y/o beneficios y contraprestaciones otorgados por
Halliburton-México y que cualquier modificación al Plan o su terminación
no constituyen un cambio o terminación de los términos y condiciones de su
relación de trabajo con Halliburton-México.
Asimismo,
entiende que su participación en el Plan es el resultado de una decisión
unilateral y discrecional por parte de Halliburton, por lo tanto,
Halliburton se reserva el absoluto derecho de modificar y/o terminar su
participación en cualquier momento sin responsabilidad alguna con
usted.
1. El
suscrito, he elegido libremente en participar en el Plan, sujetándome a
los términos establecidos en el Plan. Mi participación en el Plan, la
adquisición de las acciones de Halliburton y las ganancias
o pérdidas que resulten de mi participación en el Plan, no
deberán ser consideradas como parte de mi salario u alguna otra
remuneración que reciba como empleado de Halliburton Mexico, siendo que
no forma parte de la contraprestación que recibo por los servicios que
presto a dicha Subsidiaria /Afiliada como Participante.
2. Las
ganancias o pérdidas que puedan resultar de mi participación en el Plan
podrán variar substancialmente de un año a otro, derivado de las
fluctuaciones del valor de mercado de las acciones de Halliburton, por
tanto, el suscrito expresamente libera a Halliburton Mexico y Halliburton
de cualquier responsabilidad en la que el suscrito pueda incurrir por
virtud de dichas fluctuaciones, incluyendo, sin limitación, aquellas
pérdidas que resulten de la variación en la paridad Peso-
Dólar.
3. El
suscrito he recibido una copia del Plan (“Stock and incentive Plan”),
mismo que contiene los términos y condiciones del mismo, y confirmo
haberlo leído y entendido su alcance legal. El suscrito
confirmo que es mi voluntad sujetarme a los términos del Plan, así como de
los términos y condiciones de cualquier documento relacionado con dicho
Plan. Es de mi conocimiento que el Plan se encuentra a mi disposición para
consulta en las oficinas ubicadas en Servicios Professionales
Petroleros, S. de R.L. De C.V.
|
Singapore
|
Securities
Law Notice
This
grant of an Option or Restricted Stock Unit and the Common Stock to be
issued upon the exercise or vesting of such Option or Restricted Stock
Unit shall be made available only to an employee of the Company or its
Subsidiary, in reliance of the prospectus exemption set out in Section
173(1)(f) of the Securities and Futures Act (Chapter 289) of
Singapore. In addition, you agree, by your acceptance of this
grant, not to sell any Common Stock within six months of the date of
grant.
Please
note that neither this agreement nor any other document or material in
connection with this offer of the Option or Restricted Stock Unit and the
Common Stock thereunder has been or will be lodged, registered or reviewed
by any regulatory authority in Singapore.
|
Thailand
|
Foreign
Exchange Information
Please
note that any dividends received from foreign stock owned and all proceeds
from the sale of such stock must be remitted to Thailand and must be
deposited or converted into Thai Baht with a commercial bank in Thailand
within seven (7) days of receipt according to the Ministerial Regulation
No. 13, dated 3 December 1954. If the transfer of funds abroad
exceeds US $1 million per annum, participants must obtain approval from
the Bank of Thailand to such
remittance.
|
formofnonempdrsa.htm
NON-EMPLOYEE
DIRECTOR
RESTRICTED
STOCK AGREEMENT
AGREEMENT
made as of the _____ day of __________, 200__ between HALLIBURTON
COMPANY, a Delaware
corporation (the “Company”), and ____________________ (“Non-Employee
Director”).
(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, pursuant to which Non-Employee Director shall have
voting rights and shall be entitled to receive all dividends 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
[Missing Graphic Reference]
By:
David J.
Lesar
Chairman of the Board,
President
and Chief Executive
Officer
_______________________________
[Name of Director]
RESTRICTED
STOCK AGREEMENT
[Date]
[Name
of Director]
__________
Shares
Four
year vesting period
Please
verify the information below and make corrections as necessary.
DATA ON
RECORD CORRECTED
DATA
Name:
______________________________
Social
Security
#: ______________________________
Date of
Birth:
______________________________
Home
Address: ______________________________
Address
Line
2: _______________________________
Address
City, State,
Zip:
_______________________________
Address
Country:
_______________________________
Daytime
Phone
#: _______________________________
E-mail
Address: _______________________________
United
States Citizen: Yes__
No___
PLEASE
RETURN THIS AGREEMENT BY _________, 200__ TO:
ROBERT L. HAYTER
HALLIBURTON COMPANY
1401 MCKINNEY, SUITE 2400
HOUSTON, TEXAS 77010
FAX: (713)
759-2619 (facsimile copies are acceptable)