William P. Utt Executive Employment Agreement


                                                                    Exhibit
      10.31

    


    


    EXECUTIVE
      EMPLOYMENT AGREEMENT

    


    


    This
      Executive Employment Agreement ("Agreement") is entered into by and between
      KBR Technical Services, Inc. ("Employer") and William P. Utt ("Employee"),
      as of
      March 15, 2006 (the "Effective Date").

    


    WITNESSETH:

    


    WHEREAS,
      the Employer wishes to secure the services of Employee subject to the
      contractual terms and conditions set forth herein; and

    


    WHEREAS,
      Employee is willing to enter into this Agreement upon the terms and conditions
      and for the consideration set forth herein.

    


    NOW,
      THEREFORE, for and in consideration of the mutual promises, covenants, and
      obligations contained herein, Employer and Employee agree as
      follows:

    


    


    ARTICLE
      1

    


    EMPLOYMENT
      AND DUTIES

    


    1.1 Employer
      agrees to employ Employee, and Employee agrees to be employed by Employer,
      beginning as of the Effective Date and continuing until the date of termination
      of Employee's employment pursuant to the provisions of Article 3 (the "Term"),
      subject to the terms and conditions of this Agreement.

    


    1.2 Beginning
      as of the Effective Date, Employee shall be employed as president and chief
      executive officer of KBR Holdings LLC. Employee agrees to serve in the assigned
      position or in such other similar executive capacities as may be requested
      from
      time to time by Employer and to perform diligently and to the best of Employee's
      abilities the duties and services appertaining to such positions as reasonably
      determined by Employer, as well as such additional or different duties and
      services appropriate to such positions which Employee from time to time may
      be
      reasonably directed to perform by Employer.

    


    1.3 Employee
      shall at all times comply with and be subject to such policies and procedures
      as
      Halliburton Company ("Halliburton") or Employer may establish from time to
      time,
      including, without limitation, the Halliburton Company Code of Business Conduct
      (the "Code of Business Conduct").


    
      
        
        

      

      
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    1.4 Employee
      shall, during the period of Employee's employment by Employer, devote Employee's
      full business time, energy, and best efforts to the business and affairs of
      Employer. Employee may not engage, directly or indirectly, in any other
      business, investment, or activity that interferes with Employee's performance
      of
      Employee's duties hereunder, is contrary to the interest of Halliburton,
      Employer, KBR Holdings LLC or any direct or indirect parent company of KBR
      Holdings LLC or any of their affiliated subsidiaries and divisions
      (collectively, the "Halliburton Entities" or, individually, a "Halliburton
      Entity"), or requires any significant portion of Employee's business time.
      The
      foregoing notwithstanding, the parties recognize and agree that Employee may
      engage in passive personal investments and other business activities which
      do
      not conflict with the business and affairs of the Halliburton Entities or
      interfere with Employee's performance of his duties hereunder. Employee may
      not
      serve on the board of directors of any entity other than a Halliburton Entity
      during the Term without the approval thereof in accordance with Halliburton's
      policies and procedures regarding such service. Employee may retain compensation
      received for approved service on any unaffiliated corporation's board of
      directors to the extent permitted under applicable Halliburton policies and
      procedures.

    


    1.5 Employee
      acknowledges and agrees that Employee owes a fiduciary duty of loyalty, fidelity
      and allegiance to act at all times in the best interests of the Employer and
      the
      other Halliburton Entities and to do no act which would, directly or indirectly,
      injure any such entity's business, interests, or reputation. It is agreed that
      any direct or indirect interest in, connection with, or benefit from any outside
      activities, particularly commercial activities, which interest might in any
      way
      adversely affect Employer, or any Halliburton Entity, involves a possible
      conflict of interest. In keeping with Employee's fiduciary duties to Employer,
      Employee agrees that Employee shall not knowingly become involved in a conflict
      of interest with Employer or the Halliburton Entities, or upon discovery
      thereof, allow such a conflict to continue. Moreover, Employee shall not engage
      in any activity which might involve a possible conflict of interest without
      first obtaining approval in accordance with Halliburton's policies and
      procedures.

    


    1.6 Nothing
      contained herein shall be construed to preclude the transfer of Employee's
      employment to another Halliburton Entity ("Subsequent Employer") as of, or
      at
      any time after, the Effective Date and no such transfer shall be deemed to
      be a
      termination of employment for purposes of Article 3 hereof; provided, however,
      that, effective with such transfer, all of Employer's obligations hereunder
      shall be assumed by and be binding upon, and all of Employer's rights hereunder
      shall be assigned to, such Subsequent Employer and the defined term "Employer"
      as used herein shall thereafter be deemed amended to mean such Subsequent
      Employer. Except as otherwise provided above, all of the terms and conditions
      of
      this Agreement, including without limitation, Employee's rights and obligations,
      shall remain in full force and effect following such transfer of
      employment.


    
      
        
        

      

      
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    ARTICLE
      2

    


    COMPENSATION
      AND

    BENEFITS

    


    2.1 Base
      Salary.
      Employee's base salary during the Term shall be not less than $625,000 per
      annum, which shall be paid in accordance with the Employer's standard payroll
      practice for its executives. Employee's base salary may be increased from time
      to time with the approval of the Compensation Committee of Halliburton's Board
      of Directors (the "Compensation Committee") or its delegate, as applicable.
      Any
      increased base salary shall become the minimum base salary under this Agreement
      and may not be decreased thereafter without the written consent of Employee.
      Furthermore, it is the intent of the Employer that upon the occurrence of the
      IPO (as defined below) the committee to whom such authority has been granted
      by
      the board of directors of the public company that is formed pursuant to such
      IPO
      will review Employee's total compensation package to determine, in its sole
      discretion, whether an adjustment to Employee's total compensation package
      is
      appropriate.

    


    2.2 Signing
      Bonuses.
      As soon
      as administratively practicable following the Effective Date, Employee shall
      be
      paid a signing bonus in the amount of $75,000. In addition, effective upon
      the
      earlier to occur of (i) the closing date (the "Closing Date") of the first
      registered underwritten public offering of KBR Holdings LLC or a direct or
      indirect parent of KBR Holdings LLC, which is completed after the Effective
      Date
      (the "IPO"), or (ii) January 1, 2007, Employee shall be entitled to a one-time
      cash bonus in the amount of $225,000, provided that Employee remains
      continuously employed with the Employer or Halliburton through such
      date.

    


    2.3 Restricted
      Shares.
      As of
      the Effective Date, the Employer shall grant to Employee 15,000 restricted
      shares of Halliburton common stock (the "Restricted Shares") pursuant to the
      Halliburton Company 1993 Stock and Incentive Plan (the "1993 Plan"). The
      Restricted Shares shall contain forfeiture restrictions that shall lapse ratably
      over five years such that twenty percent (20%) of the Restricted Shares shall
      become vested on each of the first five anniversaries of the Effective Date,
      subject to Employee's continuous employment with the Employer or other
      Halliburton Entity through the applicable vesting date. The Restricted Shares
      will be awarded subject to the terms and conditions specified in a restricted
      stock award agreement.


    
      
        
        

      

      
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    2.4 Participation
      in Annual Performance Pay Plan.
      Beginning on the Effective Date and for the remainder of the Term, Employee
      shall participate in the Halliburton Annual Performance Pay Plan (the
      "Performance Plan"), or, any successor annual incentive plan approved by the
      Compensation Committee; provided, however, that all determinations relating
      to
      Employee's participation, including, without limitation, those relating to
      the
      performance goals applicable to Employee and Employee's level of participation
      and payout opportunity, shall be made in the sole discretion of the person
      or
      committee to whom such authority has been granted pursuant to such plan's terms.
      For the 2006 plan year, Employee will be afforded a reward opportunity of (a)
      not less than sixty-five percent (65%) of his base salary if the plan level
      performance objectives are achieved or (b) not less than one hundred and thirty
      percent (130%) of his base salary if the challenge level performance objectives
      are achieved, in accordance with the terms and conditions of the Performance
      Plan. Employee's reward under the Performance Plan, if any, shall be prorated
      based upon that portion of the plan year during which he was an active
      participant. Notwithstanding the foregoing, Employee's participation in the
      Performance Plan shall terminate as of the date on which the compensation
      committee of KBR Holdings LLC or a direct or indirect parent of KBR Holdings
      LLC
      adopts an annual performance pay plan that is substantially similar to the
      Performance Plan.

    


    2.5 IPO
      Restricted Shares.
      If
      Employee is employed on the Closing Date, and contingent upon the occurrence
      of
      such IPO, Employee shall receive, as of, or as soon as administratively
      practicable after, the Closing Date, a number of restricted shares of the same
      class of shares purchased by the public in the IPO (the "Public Shares") equal
      to the quotient obtained by dividing $2.2 million by the price to the public
      of
      the Public Shares sold in the IPO on the Closing Date (the "IPO Restricted
      Shares"). The IPO Restricted Shares shall contain forfeiture restrictions that
      shall lapse ratably over five years such that twenty percent (20%) of the IPO
      Restricted Shares shall become vested on each of the first five anniversaries
      of
      the Closing Date, subject to Employee's continuous employment with the Employer
      or Halliburton through the applicable vesting date. The IPO Restricted Shares
      shall be awarded under the applicable equity-based plan and subject to a
      restricted stock award agreement and such other terms to be established by
      the
      person or committee to whom such authority has been granted pursuant to such
      plan, which terms shall be consistent with the foregoing.

    


    2.6 Delay
      of IPO Beyond 2006.
      If
      Halliburton's Board of Directors has determined there is a significant
      probability that the Closing Date of the IPO will not occur prior to March
      31,
      2007, Employee shall be eligible to receive awards under the 1993 Plan or any
      successor equity-based plan, adopted by Halliburton's Board of Directors on
      the
      same basis generally as the chief operating officer and the chief financial
      officer of Halliburton would receive for 2007 and annually thereafter; provided,
      however, that the foregoing shall not be construed as a guarantee with respect
      to the type, amount or frequency of such awards, if any, such decisions being
      solely within the discretion of the Compensation Committee or its delegate,
      as
      applicable, and further provided that any awards contemplated under this Section
      2.6 shall cease upon the occurrence of the IPO.


    
      
        
        

      

      
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    2.7 Nonoccurrence
      of IPO.
      If the
      Halliburton Board of Directors determines not to proceed with the IPO, then
      Employee shall be entitled to receive an award or awards under such other
      Halliburton equity-based plan or plans, as determined in the sole discretion
      of
      the Compensation Committee or its delegate, as applicable, having a fair market
      value (as determined in the sole discretion of the Compensation Committee,
      or
      its delegate) equal to $2.2 million as of the date of grant of such award or
      awards (the "Replacement Equity Award"). Such Replacement Equity Award shall
      be
      granted in lieu of and not in addition to the IPO Restricted Shares described
      in
      Section 2.5 herein and shall be subject to such vesting requirements as shall
      be
      prescribed by the Compensation Committee, or its delegate, in its sole
      discretion.

    


    2.8 Expense
      Reimbursement.
      During
      the Term, Employer shall pay or reimburse Employee for all actual, reasonable
      and customary expenses incurred by Employee in the course of his employment;
      including, but not limited to, travel, entertainment, subscriptions and dues
      associated with Employee's membership in professional, business and civic
      organizations; provided that such expenses are incurred and accounted for in
      accordance with Employer's applicable policies and procedures.

    


    2.9 Welfare
      Benefits and Retirement Plans.
      While
      employed by Employer, Employee shall be allowed to participate, on the same
      basis generally as other similarly situated employees of Employer, in all
      general employee benefit plans and programs, including improvements or
      modifications of the same, which on the Effective Date or thereafter are made
      available by Employer or Halliburton to all or substantially all of Employer's
      similarly situated executive employees. Such benefits, plans, and programs
      may
      include, without limitation, medical, health, and dental care, life insurance,
      disability protection, and qualified and non-qualified retirement plans. Except
      as specifically provided herein, nothing in this Agreement is to be construed
      or
      interpreted to increase or alter in any way the rights, participation, coverage,
      or benefits under such benefit plans or programs from those provided to
      similarly situated executive employees pursuant to the terms and conditions
      of
      such benefit plans and programs.

    


    2.10 No
      Amendment of Employee Benefit Plans.
      Neither
      Halliburton nor Employer shall by reason of this Article 2 be obligated to
      institute, maintain, or refrain from changing, amending or discontinuing, any
      incentive compensation, employee benefit or stock or stock option program or
      plan, so long as such actions are similarly applicable to covered employees
      generally. This Section 2.10 is not intended to abrogate any of Employer's
      obligations described in Sections 2.3, 2.4, 2.5, 2.6 or 2.7.

    


    2.11 Tax
      Withholding.
      Employer may withhold from any compensation, benefits, or amounts payable under
      this Agreement all federal, state, city, or other taxes as may be required
      pursuant to any law or governmental regulation or ruling.


    
      
        
        

      

      
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    ARTICLE
      3

    


    TERMINATION
      OF EMPLOYMENT AND EFFECTS OF SUCH TERMINATION

    


    3.1 Employee's
      employment with Employer shall be terminated (i) upon the death of Employee,
      (ii) upon Employee's Retirement (as defined below), (iii) upon Employee's
      Permanent Disability (as defined below), or (iv) at any time by Employer upon
      notice to Employee, or by Employee upon thirty (30) days' notice to Employer,
      for any or no reason.

    


    3.2 If
      Employee's employment is terminated by reason of any of the following
      circumstances, Employee shall not be entitled to receive the benefits set forth
      in Section 3.3 hereof:

    (i) Death.

    


    (ii) Retirement.
      "Retirement" shall mean either (a) Employee's retirement at or after normal
      retirement age (either voluntarily or pursuant to Halliburton's retirement
      policy) or (b) the voluntary termination of Employee's employment by Employee
      in
      accordance with Employer's early retirement policy for other than Good Reason
      (as defined below).

    


    (iii) Permanent
      Disability.
      "Permanent Disability" shall mean Employee's physical or mental incapacity
      to
      perform his usual duties with such condition likely to remain continuously
      and
      permanently as determined in good faith by the Compensation Committee, or its
      delegate.

    


    (iv) Voluntary
      Termination.
      "Voluntary Termination" shall mean a termination of employment in the sole
      discretion and at the election of Employee for other than Good Reason. "Good
      Reason" shall mean (a) a termination of employment by Employee because of a
      material breach by Employer of any material provision of this Agreement which
      remains uncorrected for thirty (30) days following notice of such breach by
      Employee to Employer, provided such termination occurs within sixty (60) days
      after the expiration of the notice period or (b) a termination of employment
      by
      Employee within six (6) months after a material reduction in Employee's rank
      or
      responsibility with Employer.

    


    (v) Termination
      for Cause.
      Termination of Employee's employment by Employer for Cause. "Cause" shall mean
      any of the following: (a) Employee's gross negligence or willful misconduct
      in
      the performance of the duties and services required of Employee pursuant to
      this
      Agreement, (b) Employee's final conviction of a felony, (c) a material violation
      of the Code of Business Conduct or (d) Employee's material breach of any
      material provision of this Agreement which remains uncorrected for thirty (30)
      days following notice of such breach to Employee by Employer. Determination
      as
      to whether or not Cause exists for termination of Employee's employment will
      be
      reasonably made by the Compensation Committee, or its delegate, in good
      faith.


    
      
        
        

      

      
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    In
      the
      event Employee's employment is terminated under any of the foregoing
      circumstances, all future compensation to which Employee is otherwise entitled
      and all future benefits for which Employee is eligible shall cease and terminate
      as of the date of termination, except as specifically provided in this Section
      3.2. Employee, or his estate in the case of Employee's death, shall be entitled
      to pro rata base salary through the date of such termination and shall be
      entitled to any individual annual incentive compensation not yet paid but earned
      and payable under Employer's or Halliburton's annual incentive plans for the
      year prior to the year of Employee's termination of employment, but shall not
      be
      entitled to any annual incentive compensation for the year in which he
      terminates employment or any other payments or benefits by or on behalf of
      Employer except for those which may be payable pursuant to the terms of
      Employer's or Halliburton's employee benefit plans (as defined in Section 3.4),
      stock, stock option or incentive plans, or the applicable agreements underlying
      such plans.

    


    3.3 If
      Employee's employment is terminated by Employee for Good Reason or by Employer
      for any reason other than as set forth in Section 3.2 above, Employee shall
      be
      entitled to each of the following, subject to the provisions of Section
      3.4:

    


    (i) To
      the
      extent not otherwise specifically provided in any underlying restricted stock
      agreements, Halliburton, at its option and in its sole discretion, shall either
      (a) cause all shares of Halliburton common stock previously granted to Employee
      under the 1993 Plan, and any similar plan adopted by Halliburton in the future,
      which at the date of termination of employment are subject to restrictions
      to be
      forfeited, in which case, Employer will pay Employee a lump sum cash payment
      equal to the value of the restricted shares (based on the closing price of
      Halliburton common stock on the New York Stock Exchange on the date of
      termination of employment); or (b) cause the forfeiture restrictions with
      respect to the restricted shares to lapse and such shares shall be retained
      by
      Employee.

    


    (ii) Employer
      shall pay to Employee a severance benefit consisting of a single lump sum cash
      payment equal to two years' of Employee's base salary as in effect at the date
      of Employee's termination of employment. Such severance benefit shall be paid
      no
      later than sixty (60) days following Employee's termination of
      employment.

    


    (iii) Employee
      shall be entitled to any individual incentive compensation earned under the
      Performance Plan, or any successor annual incentive plan approved by the
      Compensation Committee, for the year of Employee's termination of employment
      determined as if Employee had remained employed by the Employer for the entire
      year. Such amounts shall be paid to Employee at the time that such amounts
      are
      paid to similarly situated employees.


    
      
        
        

      

      
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    3.4 The
      severance benefits paid to Employee pursuant to Section 3.3 shall be in
      consideration of Employee's continuing obligations hereunder after such
      termination, including, without limitation, Employee's obligations under Article
      4. Further, as a condition to the receipt of such severance benefits, Employer
      shall require Employee to first execute a release, in the form established
      by
      Employer, releasing Employer and all other Halliburton Entities, and their
      officers, directors, employees, and agents, from any and all claims and from
      any
      and all causes of action of any kind or character, including, but not limited
      to, all claims and causes of action arising out of Employee's employment with
      Employer and any other Halliburton Entities or the termination of such
      employment. The performance of Employer's obligations under Section 3.3 and
      the
      receipt of the severance benefits provided thereunder by Employee shall
      constitute full settlement of all such claims and causes of action. Employee
      shall not be under any duty or obligation to seek or accept other employment
      following a termination of employment pursuant to which severance benefits
      under
      Section 3.3 are owing and the amounts due Employee pursuant to Section 3.3
      shall
      not be reduced or suspended if Employee accepts subsequent employment or earns
      any amounts as a self-employed individual. Employee's rights under Section
      3.3
      are Employee's sole and exclusive rights against the Employer and the other
      Halliburton Entities and the Employer's and the other Halliburton Entities'
      sole
      and exclusive liability to Employee under this Agreement, in contract, tort
      or
      otherwise, for the termination of his employment relationship with Employer.
      Employee agrees that all disputes relating to Employee's termination of
      employment, including, without limitation, any dispute as to "Cause" or
      "Voluntary Termination" and any claims or demands against Employer or
      Halliburton based upon Employee's employment for any monies other than those
      specified in Section 3.3, shall be resolved through the Halliburton Dispute
      Resolution Plan as provided in Section 5.6 hereof; provided, however, that
      decisions as to whether "Cause" exists for termination of the employment
      relationship with Employee and whether and as of what date Employee has become
      permanently disabled are delegated to the Compensation Committee, or its
      delegate, for determination and any dispute of Employee with any such decision
      shall be limited to whether the Compensation Committee, or its delegate, reached
      such decision in good faith. Nothing contained in this Article 3 shall be
      construed to be a waiver by Employee of any benefits accrued for or due Employee
      under any employee benefit plan (as such term is defined in the Employees'
      Retirement Income Security Act of 1974, as amended) maintained by Employer
      or
      other Halliburton Entities except that Employee shall not be entitled to any
      severance benefits pursuant to any severance plan or program of the Employer
      or
      other Halliburton Entities.

    


    3.5 Termination
      of the employment relationship does not terminate those obligations imposed
      by
      this Agreement which are continuing obligations, including, without limitation,
      Employee's obligations under Article 4.


    
      
        
        

      

      
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    ARTICLE
      4

    


    OWNERSHIP
      AND PROTECTION OF INTELLECTUAL PROPERTY AND

    CONFIDENTIAL
      INFORMATION

    


    4.1 All
      information, ideas, concepts, improvements, discoveries, and inventions, whether
      patentable or not, which are conceived, made, developed or acquired by Employee,
      individually or in conjunction with others, during Employee's employment by
      Employer or any of its affiliates (whether during business hours or otherwise
      and whether on Employer's premises or otherwise) which relate to the business,
      products or services of Employer or its affiliates (including, without
      limitation, all such information relating to corporate opportunities, research,
      financial and sales data, pricing and trading terms, evaluations, opinions,
      interpretations, acquisition prospects, the identity of customers or their
      requirements, the identity of key contacts within the customer's organizations
      or within the organization of acquisition prospects, or marketing and
      merchandising techniques, prospective names, and marks), and all correspondence,
      memoranda, notes, records, data or information, analyses, or other documents
      (including, without limitation, any computer-generated, computer-stored or
      electronically-stored materials) of any type embodying any of such items, shall
      be the sole and exclusive property of Employer or its affiliates, as the case
      may be.

    


    4.2 Employee
      acknowledges that the businesses of the various Halliburton Entities are highly
      competitive and that they have developed and own valuable information which
      is
      confidential, unique and specific to the Halliburton Entities ("Proprietary
      and
      Confidential Information") and which includes, without limitation, financial
      information; marketing plans; business and implementation plans; engineering
      plans; prospect lists; technical information concerning products, equipment,
      services and processes; procurement procedures and pricing techniques; names
      and
      other information (such as credit and financial data) concerning customers
      and
      business affiliates; and other trade secrets, concepts, ideas, plans,
      strategies, analyses, surveys and proprietary information related to the past,
      present or anticipated business of various of the Halliburton Entities. Employee
      further acknowledges that protection of such Proprietary and Confidential
      Information against unauthorized disclosure and use is of critical importance
      to
      Employer and the other Halliburton Entities in maintaining their competitive
      position. Employee hereby agrees that Employee will not, at any time during
      or
      after his employment by Employer, disclose to others, permit to be disclosed,
      use, permit to be used, copy or permit to be copied, any such Proprietary and
      Confidential Information (whether or not developed by Employee and whether
      or
      not received as an employee) without the prior written consent of the Chief
      Executive Officer of Employer. Employee further agrees to maintain in confidence
      any proprietary and confidential information of third parties received or of
      which he has knowledge as a result of his employment. The prohibitions of this
      Section 4.2 shall not apply, however, to information in the public domain (but
      only if the same becomes part of the public domain through means other than
      a
      disclosure prohibited hereunder). The above notwithstanding, a disclosure shall
      not be unauthorized if (i) it is required by law or by a court of competent
      jurisdiction or (ii) it is in connection with any judicial, arbitration, dispute
      resolution or other legal proceeding in which Employee's legal rights and
      obligations as an employee or under this Agreement are at issue; provided,
      however, that Employee shall, to the extent practicable and lawful in any such
      events, give prior notice to Employer of his intent to disclose any such
      Proprietary and Confidential Information in such context so as to allow Employer
      or its affiliates an opportunity (which Employee will not oppose) to obtain
      such
      protective orders or similar relief with respect thereto as may be deemed
      appropriate.


    
      
        
        

      

      
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    4.3 All
      written materials, records, data and information, analyses, and other documents
      (including, without limitation, any computer-generated, computer-stored or
      electronically-stored data and other materials), and all copies thereof, made,
      composed or received by Employee, solely or jointly with others, and which
      are
      in Employee's possession, custody or control and which are related in any manner
      to the past, present or anticipated business of any of the Halliburton Entities
      (collectively, the "Company Documents") shall be and remain the property of
      Employer, or its affiliates, as the case may be. Upon termination of Employee's
      employment with Employer, for any reason, Employee promptly shall deliver the
      Company Documents, and all copies thereof, to Employer.

    


    4.4 For
      purposes of this Article 4, "affiliates" shall mean the Halliburton Entities
      and
      any entity in which a Halliburton Entity has a 20% or more direct or indirect
      equity interest.

    


    ARTICLE
      5

    


    MISCELLANEOUS

    


    5.1 Except
      as
      otherwise provided in Section 4.4 hereof, for purposes of this Agreement, the
      terms "affiliate" or "affiliated" means Halliburton Entities and any other
      entity who directly, or indirectly through one or more intermediaries, controls,
      is controlled by, or is under common control with a Halliburton Entity or in
      which a Halliburton Entity has a 50% or more equity interest.

    


    5.2 For
      purposes of this Agreement, notices and all other communications provided for
      herein shall be in writing and shall be deemed to have been duly given when
      received by or tendered to Employee, Halliburton or Employer, as applicable,
      by
      pre-paid courier or by United States registered or certified mail, return
      receipt requested, postage prepaid, addressed as follows:

    


    If
      to
      Employer or Halliburton, to Halliburton Company at 5 Houston Center, 1401
      McKinney, Suite 2400, Houston, Texas 77010, to the attention of the General
      Counsel, or to such other address as Employee shall receive notice
      thereof.

    


    If
      to
      Employee, to his last known personal residence.

    


    5.3 This
      Agreement shall be governed by and construed and enforced, in all respects
      in
      accordance with the law of the State of Texas, without regard to principles
      of
      conflicts of law, unless preempted by federal law, in which case federal law
      shall govern; provided, however, that the Halliburton Dispute Resolution Plan
      and the Federal Arbitration Act shall govern in all respects with regard to
      the
      resolution of disputes hereunder.

    


    5.4 No
      failure by either party hereto at any time to give notice of any breach by
      the
      other party of, or to require compliance with, any condition or provision of
      this Agreement shall be deemed a waiver of similar or dissimilar provisions
      or
      conditions at the same or at any prior or subsequent time.


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    5.5 It
      is a
      desire and intent of the parties that the terms, provisions, covenants, and
      remedies contained in this Agreement shall be enforceable to the fullest extent
      permitted by law. If any such term, provision, covenant, or remedy of this
      Agreement or the application thereof to any person, association, or entity
      or
      circumstances shall, to any extent, be construed to be invalid or unenforceable
      in whole or in part, then such term, provision, covenant, or remedy shall be
      construed in a manner so as to permit its enforceability under the applicable
      law to the fullest extent permitted by law. In any case, the remaining
      provisions of this Agreement or the application thereof to any person,
      association, or entity or circumstances other than those to which they have
      been
      held invalid or unenforceable, shall remain in full force and
      effect.

    


    5.6 It
      is the
      mutual intention of the parties to have any dispute concerning this Agreement
      resolved out of court. Accordingly, the parties agree that any such dispute
      shall, as the sole and exclusive remedy, be submitted for resolution through
      the
      Halliburton Dispute Resolution Plan; provided, however, that the Employer,
      on
      its own behalf and on behalf of any of the Halliburton Entities, shall be
      entitled to seek a restraining order or injunction in any court of competent
      jurisdiction to prevent any breach or the continuation of any breach of the
      provisions of Article 4 and Employee hereby consents that such restraining
      order
      or injunction may be granted without the necessity of the Employer posting
      any
      bond. The parties agree that the resolution of any such dispute through such
      Plan shall be final and binding.

    


    5.7 This
      Agreement shall be binding upon and inure to the benefit of Employer, to the
      extent herein provided, Halliburton and any other person, association, or entity
      which may hereafter acquire or succeed to all or substantially all of the
      business or assets of Employer or Halliburton by any means whether direct or
      indirect, by purchase, merger, consolidation, or otherwise. Employee's rights
      and obligations under this Agreement are personal and such rights, benefits,
      and
      obligations of Employee shall not be voluntarily or involuntarily assigned,
      alienated, or transferred, whether by operation of law or otherwise, without
      the
      prior written consent of Employer, other than in the case of death or
      incompetence of Employee.

    


    5.8 This
      Agreement replaces and merges any previous agreements and discussions pertaining
      to the subject matter covered herein. This Agreement constitutes the entire
      agreement of the parties with regard to the terms of Employee's employment,
      termination of employment and severance benefits, and contains all of the
      covenants, promises, representations, warranties, and agreements between the
      parties with respect to such matters. Each party to this Agreement acknowledges
      that no representation, inducement, promise, or agreement, oral or written,
      has
      been made by either party with respect to the foregoing matters which is not
      embodied herein, and that no agreement, statement, or promise relating to the
      employment of Employee by Employer that is not contained in this Agreement
      shall
      be valid or binding. Any modification of this Agreement will be effective only
      if it is in writing and signed by each party whose rights hereunder are affected
      thereby, provided that any such modification must be authorized or approved
      by
      the Compensation Committee or its delegate, as appropriate.


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    5.9 Employee
      acknowledges that he has thoroughly researched Halliburton's and the Employer's
      business prospects and has, with the assistance of legal counsel or other
      advisors, reviewed Halliburton's public securities filings and is aware of
      the
      legal issues facing those companies. Employee acknowledges that the Employer
      has
      no contractual duty or commitment to Employee to complete the IPO or any other
      registered underwritten public offering that is being contemplated as of the
      Effective Date.

    


    5.10 Notwithstanding
      anything in this Agreement to the contrary, if any provision in this Agreement
      would result in the imposition of an applicable tax under Section 409A of the
      Internal Revenue Code of 1986, as amended, and related regulations and U.S.
      Department of Treasury pronouncements ("Section 409A"), the parties agree that
      such provision will be reformed to avoid imposition of the applicable tax and
      no
      action taken to comply with Section 409A shall be deemed to adversely affect
      Employee's rights under this Agreement.

    


    IN
      WITNESS WHEREOF, Employer and Employee have duly executed this Agreement in
      multiple originals to be effective on the Effective Date.

    


    


    KBR
      TECHNICAL SERVICES, INC.

    


    


    By:
      /s/
      Andrew R. Lane 

    Name:
      Andrew
      R. Lane 

    Title:
      EVP
      & COO, Halliburton 

    Date:
      February
      21, 2006 

    


    


    EMPLOYEE

    


    


    /s/
      William P. Utt 

    William
      P. Utt

    


    Date:
      February
      17, 2006