Unassociated Document


    AMENDMENT
TO

    EXECUTIVE
EMPLOYMENT AGREEMENT

     

    WHEREAS, Halliburton Company
(“Employer”
or “Halliburton”)
and C. Christopher Gaut (“Employee”)
have heretofore entered into that certain Executive Employment Agreement
effective on March 3, 2003 (the “Executive
Employment Agreement”);

     

    WHEREAS, certain provisions in
the Executive Employment Agreement require amendment for compliance with
Internal Revenue Code section 409A;

     

    NOW, THEREFORE, the Executive
Employment Agreement shall be amended, effective as of December 31, 2008 (the
“Effective
Date”), as follows:

     

    1.           Employee’s
title in Section 1.2 of the Executive Employment Agreement shall be updated to
President, Drilling and Evaluation, and Employee’s base salary in Section 2.1 of
such agreement shall be updated to $650,000 per annum, for all purposes under
such agreement.

     

    2.           The
following shall be added to the end of Section 2.7 of the Executive Employment
Agreement:  “Any reimbursement provided hereunder during one calendar
year shall not affect the amount or availability of reimbursements in another
calendar year.  Any reimbursement provided hereunder shall be paid no
later than the earlier of (i) the time prescribed under Employer’s applicable
policies and procedures, or (ii) the last day of the calendar year following the
calendar year in which Employee incurred the reimbursable expense.”

     

    3.           The
following shall be substituted for the last sentence of Section 3.2(iv) of the
Executive Employment Agreement:  “‘Good Reason’ shall mean a
termination of employment by Employee because of (a) a material breach by
Employer of any material provision of this Agreement, or (b) a material
reduction in Employee’s rank or responsibility with Employer, provided that (i)
Employee provides written notice to Employer, as provided in Section 5.2 hereof,
of the circumstances Employee claims constitute ‘Good Reason’ within ninety (90)
calendar days of the first to occur of such circumstances, (ii) such breach
remains uncorrected for thirty (30) calendar days following written notice, and
(iii) Employee’s termination occurs within one hundred eighty (180) calendar
days after the date that the circumstances Employee claims constitute ‘Good
Reason’ first occurred.”

     

    4.           The
following shall be added to the end of the first lead-in sentence of Section 3.3
of the Executive Employment Agreement:  “, subject to forfeiture if
Employee fails to timely execute the release required pursuant to Section
3.4.”

     

    5.           The
following shall be added to the end of Section 3.3(i) of the Executive
Employment Agreement:  “Such benefit shall be paid as soon as
administratively practicable, but no later than the sixtieth (60th)
calendar day following Employee’s termination of employment.”

     

    6.           The
following shall be substituted for the last sentence of Section 3.3(iv) of the
Executive Employment Agreement:  “Such amounts shall be paid to
Employee at the time that such amounts are paid to similarly situated employees,
but no later than March 15th of the
year following the year of Employee’s termination of employment.”

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    7.           The
following shall be added immediately following the second sentence of Section
3.4 of the Executive Employment Agreement:  “The release must be
executed by Employee within a period designated by Employer, which shall begin
no earlier than the date of Employee’s termination of employment and will end no
later than the date that is fifty (50) calendar days after the date of
Employee’s termination of employment.”

     

    8.           In
Section 3.4 of the Executive Employment Agreement, the reference to the
“Employees’ Retirement Income Security Act of 1974, as amended” shall be
replaced with a corrected reference to the “Employee Retirement Income Security
Act of 1974, as amended.”

     

    9.           The
following shall be added at the end of the Executive Employment Agreement as new
Section 5.9:

     

    “5.9           Notwithstanding
any provision of this Agreement to the contrary, the following provisions shall
apply for purposes of complying with Section 409A of the Internal Revenue Code
and applicable Treasury authorities (“Section 409A”):

     

    (i)           If
Employee is a “specified employee,” as such term is defined in Section 409A, any
payments or benefits that are deferred compensation under Section 409A and are
payable or provided as a result of Employee’s termination of employment shall be
payable on the date that is the earlier of (a) the date that is six (6) months
and one day after Employee’s termination, (b) the date of Employee’s death, or
(c) the date that otherwise complies with the requirements of Section
409A.

     

    (ii)           It
is intended that the provisions of this Agreement satisfy the requirements of
Section 409A and that this Agreement be operated in a manner consistent with
such requirements to the extent applicable.  Therefore, Employer and
Employee agree to construe the provisions of this Agreement and any deferred
compensation plan in accordance with the requirements of Section
409A.”

     

    10.           Except
as modified by this amendment, the Executive Employment Agreement shall be
ratified and continue in full force and effect.

     

    IN WITNESS WHEREOF, Employer
and Employee have duly executed this Amendment to Executive Employment Agreement
in multiple originals to be effective as of the Effective Date.

     

    
      	
              HALLIBURTON
      COMPANY

            	
              EMPLOYEE

            
	 
      	 
      
	
              By:  /s/
      David J. Lesar

            	
              /s/
      C. Christopher Gaut

            
	
              Name:   David
      J. Lesar

            	
              C.
      Christopher Gaut

            
	
              Title:     Chairman
      of the Board, President and Chief Executive Officer