ex10_2.htm


    
      

    

    EXHIBIT
      10.2

     

    INDEMNIFICATION
      AGREEMENT


    


    


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

    


    W
      I T N E S S E T H

    


    WHEREAS,
      Director is a
      member of the Board of Directors of the Company and in such capacity is
      performing a valuable service 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 Directors thereby and
      may
      increase the difficulty of attracting and retaining qualified persons to serve
      as Directors 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 members of its Board of Directors
      with respect to indemnification of such Directors; and

    


    WHEREAS,
      in order to
      lessen or alleviate the aforementioned concerns and thereby induce Director
      to
      serve and to continue to serve as a member of the Board of Directors of the
      Company, the Company has determined that it is in its best interests to enter
      into this Agreement with Director;

    


    NOW,
      THEREFORE, in
      consideration of the above premises and of Director’s continued service as a
      member of the Company’s Board of Directors after the date hereof, the parties
      hereto agree as follows:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    1.          
        Indemnification- General.  The Company shall
      indemnify and advance Expenses (as hereinafter defined) to Director 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 Director 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.  Director shall be entitled to the indemnification rights
      provided in this Section 2 if, by reason of his Corporate Status (as hereinafter
      defined), he 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, Director
      shall be indemnified against Expenses, judgments, penalties, fines and amounts
      paid in settlement actually and reasonably incurred by him or on his behalf
      in
      connection with such Proceeding or any claim, issue or matter therein, if he
      acted in good faith and in a manner he 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 his conduct was
      unlawful.

    


    3.            
      Proceedings by or in the Right of the Company.  Director shall
      be entitled to the indemnification rights provided in this Section 3, if, by
      reason of his Corporate Status, he 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, Director shall be indemnified against Expenses actually and
      reasonably incurred by him or on his behalf in connection with such Proceeding
      if he acted in good faith and in a manner he 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 Director 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 Director is, by reason of his Corporate Status,
      a
      party to and is successful, on the merits or otherwise, in any Proceeding,
      he
      shall be indemnified against all Expenses actually and reasonably incurred
      by
      him or on his behalf in connection therewith.  If Director 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 Director against all Expenses actually
      and reasonably incurred by him or on his 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
      Director 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 and By-laws, 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 Director 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 Director 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, Director shall submit to the
      Company a written request, including such documentation and information as
      is
      reasonably available to Director and is reasonably necessary to determine
      whether and to what extent Director is entitled to
      indemnification.  The determination of Director’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 Director has requested
      indemnification.

    


    (b)           Director’s
      entitlement to indemnification 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
      Chancery Court 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 Director advising him
      of
      the identity of the Independent Counsel so selected.  Director 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 Director 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 Director 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 Director in connection with
      any
      Proceeding within 20 days after the receipt by the Company of a statement or
      statements from Director requesting such advance or advances from time to time,
      whether prior to or after final disposition of such
      Proceeding.  Director shall, and hereby undertakes to, repay any
      Expenses advanced if it shall ultimately be determined that Director 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 nolocontendere or its
      equivalent, shall not (except as otherwise expressly provided in this Agreement)
      of itself adversely affect the right of Director to indemnification or create
      a
      presumption that Director did not act in good faith and in a manner which he
      reasonably believed to be in or not opposed to the best interests of the Company
      or, with respect to any criminal Proceeding, that Director had reasonable cause
      to believe that his conduct was unlawful.

    


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

    


    10.           Notification
      and Defense of Claim.  Promptly after receipt by Director of
      notice of the commencement of any Proceeding, Director 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 Director otherwise
      than under this Agreement.  With respect to any such Proceeding as to
      which Director 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 Director.  After
      notice from the Company to Director of its election so to assume the defense
      thereof, the Company will not be liable to Director under this Agreement for
      any
      legal or other Expenses subsequently incurred by Director in connection with
      the
      defense thereof other than reasonable costs of investigation or as otherwise
      provided below.  Director 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 Director unless (i) the employment of counsel by Director has been
      authorized by the Company, or (ii) Director shall have reasonably concluded
      that
      there may be a conflict of interest between the Company and Director 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 Director
      shall have made the conclusion provided for in (ii) above.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (c)           The
      Company shall not be liable to indemnify Director 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 Director without
      Director’s written consent.  Neither the Company nor Director 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 Director
      to
      continue as a director of the Company, and acknowledges that Director is relying
      upon this Agreement in continuing in such capacity.

    


    (b)           In
      the event Director 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 Director for all of Director’s reasonable fees and
      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 Director may at any time be entitled
      under applicable law, the Certificate of Incorporation, the By-laws, 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, 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
      Director.

    


    (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 past five years
      has been, retained to represent: (i) the Company or Director 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 Director
      in an
      action to determine Director’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 Director and upon the Company, its successors
      and assigns, and shall inure to the benefit of Director, his 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

              	 
	 	 	 	 	 
	 	 	
                 

              	 	 
	 	 	  	 
	 	 	
                Print
                  name:

              	 
                	 
	 	 	
                Director