ex10_1.htm


    
      

    

    EXHIBIT
      10.1

    


    INDEMNIFICATION
      AGREEMENT

    


    THIS
      AGREEMENT is made
      this ____ day of __________, 2007, by and between Halliburton Company, a
      Delaware corporation, (the “Company”) and the undersigned officer
      (“Officer”).

    


    W
      I T N E S S E T H

    


    WHEREAS,
      Officer is a
      corporate officer of the Company and is listed as an “executive officer” of the
      Company in the Company’s filings under the Securities Exchange Act of 1934 and,
      in such capacities, Officer is performing valuable services for the Company;
      and

    


    WHEREAS,
      the Company
      has purchased and presently maintains a policy or policies of directors’ and
      officers’ liability insurance (“D&O Insurance”) covering certain liabilities
      which may be incurred by the directors and officers of the Company in the
      performance of their services for the Company; and

    


    WHEREAS,
      developments
      with respect to the provisions of D&O Insurance and with respect to the
      application, amendment and enforcement of statutory, charter and bylaw
      indemnification provisions generally have raised questions concerning the
      adequacy and reliability of the protection accorded to officers thereby and
      may
      increase the difficulty of attracting and retaining qualified persons to serve
      as officers of the Company; and

    


    WHEREAS,
      the Board of
      Directors of the Company has determined that difficulties relating to the
      attraction and retention of such persons would be detrimental to the best
      interests of the Company and of its stockholders and that the Company should
      act
      to assure such persons that there will be increased certainty of indemnification
      protection in the future; and

    


    WHEREAS,
      the Delaware
      General Corporation Law and the By-laws of the Company provide that they are
      not
      exclusive of any other rights to which those seeking indemnification or
      advancement of expenses may be entitled, and thereby contemplate that contracts
      may be entered into between the Company and its officers with respect to
      indemnification of such officers; and

    


    WHEREAS,
      in order to
      lessen or alleviate the aforementioned concerns and thereby induce Officer
      to
      serve and to continue to serve as a corporate officer and an “executive officer”
of the Company, the Company has determined that it is in its best interests
      to
      enter into this Agreement with Officer;

    


    NOW,
      THEREFORE, in
      consideration of the above premises and of the covenants contained herein,
      the
      parties hereto agree as follows:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    1.            
      Indemnification - General.  The Company shall indemnify and
      advance Expenses (as hereinafter defined) to Officer to the fullest extent,
      and
      only to the extent, permitted by applicable law in effect on the date hereof
      and
      to such greater extent as applicable law may thereafter from time to time
      permit.  The rights of Officer provided under the preceding sentence
      shall include, but shall not be limited to, the rights set forth in the other
      Sections of this Agreement.

    


    2.            
      Proceedings Other than Proceedings by or in the Right of the
      Company.  Officer shall be entitled to the indemnification rights
      provided in this Section 2 if, by reason of Officer’s Corporate Status (as
      hereinafter defined), Officer is, or is threatened to be made, a party to any
      threatened, pending or completed Proceeding (as hereinafter defined), other
      than
      a Proceeding by or in the right of the Company.  Pursuant to this
      Section 2, Officer shall be indemnified against Expenses, judgments, penalties,
      fines and amounts paid in settlement actually and reasonably incurred by Officer
      or on Officer’s behalf in connection with such Proceeding or any claim, issue or
      matter therein, if Officer acted in good faith and in a manner Officer
      reasonably believed to be in, or not opposed to, the best interests of the
      Company, and, with respect to any criminal Proceeding, had no reasonable cause
      to believe Officer’s conduct was unlawful.

    


    3.           
       Proceedings by or in the Right of the Company.  Officer
      shall be entitled to the indemnification rights provided in this Section 3,
      if,
      by reason of Officer’s Corporate Status, Officer is, or is threatened to be
      made, a party to any threatened, pending or completed Proceeding brought by
      or
      in the right of the Company to procure a judgment in its
      favor.  Pursuant to this Section 3, Officer shall be indemnified
      against Expenses actually and reasonably incurred by Officer or on Officer’s
      behalf in connection with such Proceeding if Officer acted in good faith and
      in
      a manner Officer reasonably believed to be in, or not opposed to, the best
      interests of the Company.  Notwithstanding the foregoing, no
      indemnification against such Expenses shall be made in respect of any claim,
      issue or matter in such Proceeding as to which Officer shall have been adjudged
      to be liable to the Company if applicable law prohibits such indemnification;
      provided, however, that, if applicable law so permits, indemnification against
      Expenses shall nevertheless be made by the Company despite such adjudication
      of
      liability, if and only to the extent that the Court of Chancery of the State
      of
      Delaware, or the court in which such Proceeding shall have been brought or
      is
      pending, shall determine.

    


    4.            
      Indemnification for Expenses of a Party Who is Wholly or Partly
      Successful.  Notwithstanding any other provision of this
      Agreement, to the extent that Officer is, by reason of Officer’s Corporate
      Status, a party to and is successful, on the merits or otherwise, in any
      Proceeding, Officer shall be indemnified against all Expenses actually and
      reasonably incurred by Officer or on Officer’s behalf in connection
      therewith.  If Officer is not wholly successful in such Proceeding but
      is successful on the merits or otherwise, as to one or more but less than all
      claims, issues or matters in such Proceeding, the Company shall indemnify
      Officer against all Expenses actually and reasonably incurred by Officer or
      on
      Officer’s behalf in connection with each successfully resolved claim, issue or
      matter.  For the purposes of this Section 4 and without limitation,
      the termination of any claim, issue or matter in such a Proceeding by dismissal,
      with or without prejudice, shall be deemed to be a successful result as to
      such
      claim, issue or matter.

    


    5.            
      Contribution.  In the event that the indemnity contained in
      Sections 2, 3 or 4 of this Agreement is unavailable or insufficient to hold
      Officer harmless in a Proceeding described therein, then in accordance with
      the
      non-exclusivity provisions of the Delaware General Corporation Law and the
      Certificate of Incorporation of the Company and the By-laws of the Company,
      and
      separate from and in addition to, the indemnity provided elsewhere herein,
      the
      Company shall contribute to Expenses, judgments, penalties, fines and amounts
      paid in settlement actually and reasonably incurred by or on behalf of Officer
      in connection with such Proceeding or any claim, issue or matter therein, in
      such proportion as appropriately reflects the relative benefits received by,
      and
      fault of, the Company on the one hand and Officer on the other in the acts,
      transactions or matters to which the Proceeding relates and other equitable
      considerations.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    6.            
      Procedure for Determination of Entitlement to
      Indemnification.

     

    (a)           To
      obtain indemnification under this Agreement, Officer shall submit to the Company
      a written request, including such documentation and information as is reasonably
      available to Officer and is reasonably necessary to determine whether and to
      what extent Officer is entitled to indemnification.  The determination
      of Officer’s entitlement to indemnification shall be made not later than 90 days
      after receipt by the Company of the written request for
      indemnification.  The Secretary of the Company shall, promptly upon
      receipt of such a request for indemnification, advise the Board of Directors
      in
      writing that Officer has requested indemnification.

    


    (b)           Officer’s
      entitlement to indemnification or contribution under any of Sections 2, 3,
      4 and
      5 of this Agreement shall be determined in the specific case: (i) by the
      Board of Directors by a majority vote of a quorum of the Board consisting of
      Disinterested Directors (as hereinafter defined); (ii) by Independent
      Counsel (as hereinafter defined), in a written opinion if a quorum of the Board
      of Directors consisting of Disinterested Directors is not obtainable or, even
      if
      obtainable, such quorum of Disinterested Directors so directs; or (iii) by
      the stockholders of the Company.  If, with regard to Section 5 of this
      Agreement, such a determination is not permitted by law or if a quorum of
      Disinterested Directors so directs, such determination shall be made by the
      Court of Chancery of the State of Delaware or the court in which the Proceeding
      giving rise to the claim for indemnification is brought.

    


    (c)           In
      the event that the determination of entitlement to indemnification is to be
      made
      by Independent Counsel pursuant to Section 6(b) of this Agreement, the
      Independent Counsel shall be selected as provided in this Section
      6(c).  The Independent Counsel shall be selected by the Board of
      Directors, and the Company shall give written notice to Officer advising Officer
      of the identity of the Independent Counsel so selected.  Officer may,
      within 7 days after receipt of such written notice of selection shall have
      been
      given, deliver to the Company a written objection to such
      selection.  Such objection may be asserted only on the ground that the
      Independent Counsel so selected does not meet the requirements of “Independent
      Counsel” as defined in Section 13 of this Agreement, and the objection shall set
      forth with particularity the factual basis of such assertion.  If such
      written objection is made, the Independent Counsel so selected shall be
      disqualified from acting as such.  If, within 20 days after submission
      by Officer of a written request for indemnification pursuant to Section 6(a)
      of
      this Agreement, no Independent Counsel shall have been selected, or if selected
      shall have been objected to, in accordance with this Section 6(c), either the
      Company or Officer may petition the Court of Chancery of the State of Delaware
      for the appointment as Independent Counsel of a person selected by such court
      or
      by such other person as such court shall designate, and the person so appointed
      shall act as Independent Counsel under Section 6(b) of this Agreement, and
      the
      Company shall pay all reasonable fees and expenses incident to the procedures
      of
      this Section 6(c), regardless of the manner in which such Independent Counsel
      was selected or appointed.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    7.            
      Advancement of Expenses.  The Company shall advance all
      reasonable Expenses incurred by or on behalf of Officer in connection with
      any
      Proceeding within 20 days after the receipt by the Company of a statement or
      statements from Officer requesting such advance or advances from time to time,
      whether prior to or after final disposition of such
      Proceeding.  Officer shall, and hereby undertakes to, repay any
      Expenses advanced if it shall ultimately be determined that Officer is not
      entitled to be indemnified against such Expenses.

    


    8.            
      Presumptions and Effect of Certain Proceedings.  The
      termination of any proceeding described in any of Sections 2, 3 or 4 of this
      Agreement, or of any claim, issue or matter therein, by judgment, order,
      settlement or conviction, or upon a plea of nolo contendere or its equivalent,
      shall not (except as otherwise expressly provided in this Agreement) of itself
      adversely affect the right of Officer to indemnification or create a presumption
      that Officer did not act in good faith and in a manner which Officer reasonably
      believed to be in or not opposed to the best interests of the Company or, with
      respect to any criminal Proceeding, that Officer had reasonable cause to believe
      that Officer’s conduct was unlawful.

    


    9.            
      Term of Agreement.  All agreements and obligations of the
      Company contained herein shall commence as of the time the Officer commenced
      to
      serve as a Officer, officer, employee or agent of the Company (or commenced
      to
      serve at the request of the Company as a Officer, officer, employee or agent
      of
      another corporation, partnership, limited liability company, joint venture,
      trust, employee benefit plan or other enterprise) and shall continue for so
      long
      as Officer shall so serve or shall be, or could become, subject to any possible
      Proceeding in respect of which Officer is granted rights of indemnification
      or
      advancement of Expenses hereunder.

    


    10.           Notification
      and Defense of Claim.  Promptly after receipt by Officer of notice
      of the commencement of any Proceeding, Officer will, if a claim in respect
      thereof is to be made against the Company under this Agreement, notify the
      Company of the commencement thereof; but the omission to notify the Company
      will
      not relieve it from any liability which it may have to Officer otherwise than
      under this Agreement.  With respect to any such Proceeding as to which
      Officer notifies the Company of the commencement thereof:

    


    (a)           The
      Company will be entitled to participate therein at its own expense.

    


    (b)           Except
      as otherwise provided below, to the extent that it may wish, the Company jointly
      with any other indemnifying party similarly notified will be entitled to assume
      the defense thereof, with counsel satisfactory to Officer.  After
      notice from the Company to Officer of its election so to assume the defense
      thereof, the Company will not be liable to Officer under this Agreement for
      any
      legal or other Expenses subsequently incurred by Officer in connection with
      the
      defense thereof other than reasonable costs of investigation or as otherwise
      provided below.  Officer shall have the right to employ its counsel in
      such Proceeding but the fees and Expenses of such counsel incurred after notice
      from the Company of its assumption of the defense thereof shall be at the
      expense of Officer unless (i) the employment of counsel by Officer has been
      authorized by the Company, or (ii) Officer shall have reasonably concluded
      that
      there may be a conflict of interest between the Company and Officer in the
      conduct of the defense of such Proceeding, or (iii) the Company shall not in
      fact have employed counsel to assume the defense of such Proceeding, in each
      of
      which cases the fees and Expenses of counsel shall be at the expense of the
      Company.  The Company shall not be entitled to assume the defense of
      any Proceeding brought by or on behalf of the Company or as to which Officer
      shall have made the conclusion provided for in (ii) above.

    


    (b)           The
      Company shall not be liable to indemnify Officer under this Agreement for any
      amounts paid in settlement of any Proceeding or claim effected without its
      written consent.  The Company shall not settle any Proceeding or claim
      in any manner which would impose any penalty or limitation on Officer without
      Officer’s written consent.  Neither the Company nor Officer will
      unreasonably withhold their consent to any proposed settlement.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    11.           Enforcement.

    


    (a)           The
      Company expressly confirms and agrees that it has entered into  this
      Agreement and assumed the obligations imposed on it hereby in order to induce
      Officer to continue as a Officer of the Company, and acknowledges that Officer
      is relying upon this Agreement in continuing in such capacity.

    


    (b)           In
      the event Officer is required to bring any action to enforce rights or to
      collect moneys due under this Agreement and is successful in such action, the
      Company shall reimburse Officer for all of Officer’s reasonable Expenses in
      bringing and pursuing such action.

    


    12.           Non-Exclusivity
      of Rights.  The rights of indemnification and to receive
      advancement of Expenses as provided by this Agreement shall not be deemed
      exclusive of any other rights to which Officer may at any time be entitled
      under
      applicable law, the Certificate of Incorporation of the Company, the By-laws
      of
      the Company, any agreement, a vote of stockholders or a resolution of directors,
      or otherwise.

    


    13.           Definitions.   For
      purposes of this Agreement:

    


    (a)           “Corporate
      Status” describes the status of a person who is or was a director, officer,
      employee, agent or fiduciary of the Company or of any other corporation,
      partnership, limited liability company, association, joint venture, trust,
      employee benefit plan or other enterprise which such person is or was serving
      at
      the request of the Company.

    


    (b)           “Disinterested
      Director” means a director of the Company who is not and was not at any time a
      party to the Proceeding in respect of which indemnification is sought by
      Officer.

    


    (c)           “Expenses”
      shall include all reasonable attorneys’ fees, retainers, court costs, transcript
      costs, fees of experts, witness fees, travel expenses, duplicating costs,
      printing and binding costs, telephone charges, postage, delivery service fees,
      and all other disbursements or expenses of the types customarily incurred in
      connection with prosecuting, defending, preparing to prosecute or defend or
      investigating a Proceeding.

    


    (d)           “Independent
      Counsel” means a law firm, or a member of a law firm, that is experienced in
      matters of corporation law and neither presently is, nor in the five years
      previous to the selection or appointment has been, retained to represent: (i)
      the Company or Officer in any matter material to either such party or (ii)
      any
      other party to the Proceeding giving rise to a claim for indemnification
      hereunder.  Notwithstanding the foregoing, the term “Independent
      Counsel” shall not include any person who, under the applicable standards of
      professional conduct then prevailing, would have a conflict of interest in
      representing either the Company or Officer in an action to determine Officer’s
      rights under this Agreement.

    


    (e)           Proceeding”
      includes any action, suit, arbitration, alternate dispute resolution mechanism,
      investigation, administrative hearing or any other proceeding whether civil,
      criminal, administrative or investigative.

    


    14.           Severability.  Each
      of the provisions of this Agreement is a separate and distinct agreement and
      independent of the others, so that if any provision hereof shall be held to
      be
      invalid or unenforceable for any reason, such invalidity or unenforceability
      shall not affect the validity or enforceability of the other provisions
      hereof.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    15.           Governing
      Law; Binding Effect; Amendment and Termination.

    


    (a)           THIS
      AGREEMENT SHALL BE INTERPRETED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF
      THE
      STATE OF DELAWARE.

    


    (b)           This
      Agreement shall be binding upon Officer and upon the Company, its successors
      and
      assigns, and shall inure to the benefit of Officer, Officer’s heirs, personal
      representatives and assigns and to the benefit of the Company, its successors
      and assigns.

    


    (c)           No
      amendment, modification, termination or cancellation
      of this Agreement shall be effective unless in writing by the
      parties.

    


    The
      parties have executed this Agreement as of the day and year first above
      written.

    


    
      	 	 	
              HALLIBURTON
                COMPANY 

            	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	
              By:

            	  	 
	 	 	 	David
              J. Lesar	 
	 	 	 	
              Chairman
                of the Board, President and Chief Executive Officer

            	 
	 	 	 	 	 
	 	 	
               

            	 	 
	 	 	  	 
	 	 	
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