Unassociated Document


    HALLIBURTON
LETTERHEAD

    


    


    


    


    Mr. David
S. King

    6464 San
Felipe, #3203

    Houston,
Texas 77057

    


    Re:           1999
Employment Agreement and Early Retirement Proposal

    


    Dear
David:

    


    In recognition of your desire to have
maximum flexibility with your work schedule for the foreseeable future,
Halliburton is prepared to enter into this letter of intent, subject to approval
by the Compensation Committee of the Halliburton Company Board of Directors,
providing for a different schedule of benefits upon your termination of
employment or early retirement from that contained in your existing Employment
Agreement, effective October 1, 1999 (the “1999 Agreement”).

    


    If your employment terminates for any
reason other than as set forth in Section 3.2 of the 1999 Agreement prior to
your early retirement on March 31, 2010, or due to your early retirement on such
date, you agree that the following benefits will be provided to you in lieu of
those provided under Section 3.3 of the 1999 Agreement, provided you and
Halliburton enter into the attached Resignation, General Release and Settlement
Agreement, which includes a two-year non-competition and non-solicitation
agreement:

    


    
      	
              ·  

            	
              Vesting
      of all restricted shares.

            


    

    


    
      	
              ·  

            	
              Retention
      of stock options, subject to vesting
schedules.

            


    

    


    
      	
              ·  

            	
              One
      years’ annual base salary instead of two years’ annual base salary as
      provided for in the 1999 Agreement.  If Halliburton terminates
      your employment prior to your early retirement date of March 31, 2010, for
      any reason other than those outlined in Section 3.2 of the 1999 Agreement,
      you will be entitled to a severance payment equal to one years’ annual
      base salary, plus an amount equal to your monthly base salary multiplied
      by the number of months between the date of termination and March 31,
      2010.  For clarity, if Halliburton were to terminate your
      employment for any reason other than those provided for in Section 3.2 of
      your 1999 Agreement on March 31, 2009, you will receive one year’s annual
      base salary, plus an additional twelve months of monthly base salary
      because there would be twelve months between your termination date of
      March 31, 2009 and March 31, 2010.  Under no circumstances will
      your severance payment exceed two years’ annual base
    salary.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              ·  

            	
              Pro
      rata payment of CVA for the year in which termination (or early
      retirement) occurs regardless of the year (instead of a payment for the
      entire year as provided under the 1999
  Agreement).

            


    

    


    
      	
              ·  

            	
              Cash-in-lieu
      for financial planning and outplacement services, as well as payment or
      reimbursement for an executive physical examination for the year in which
      termination or early retirement
occurs.

            


    

    


    
      	
              ·  

            	
              As
      consideration for a two-year non-competition and non-solicitation
      agreement, you will receive pro rata payments on those PUP Cycles in which
      your participation has previously been approved, or for which your
      participation is approved in future years; provided, however, it is
      Halliburton’s intention that you will not be nominated for participation
      in the 2010 PUP Cycle.  Any such payments will be made at the
      same time as those provided other participants under the applicable PUP
      Cycle(s) or upon the termination of the non-competition period, if
      later.

            


    

    


    A copy of a draft Resignation, General
Release and Settlement Agreement, which provides for your early retirement on
March 31, 2010, is attached for your review.  If Halliburton
terminates your employment prior to your early retirement date of March 31,
2010, for any reason other than those provided under Section 3.2 of the 1999
Agreement, then, subject to Compensation Committee approval, the benefits
provided under this letter agreement will replace those provided under the 1999
Agreement and you will be required to enter into a Resignation, General Release
and Settlement Agreement in exchange for such benefits.

    


    If the terms outlined above are in
accordance with our discussion, please sign where indicated below.

    


    Very truly yours,

    


    /s/ Lawrence J. Pope

    


    Lawrence J. Pope

    


    Attachment

    


    Agreed to
as of the 4th day of
June, 2008.

    


    


    


    /s/ David
S. King

    David S.
King


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    RESIGNATION,
GENERAL RELEASE AND SETTLEMENT AGREEMENT

    Supplementing
and Amending the Employment Agreement

    


    This
Resignation, General Release and Settlement Agreement (“Supplement”),
is made and entered into as of the Effective Date (as defined in Section 13
hereof), by and among David S. King (“Employee”)
and Halliburton Energy Services, Inc. (“Employer”),
a subsidiary of Halliburton Company (“Halliburton”),
for and on behalf of itself, its parents, its subsidiaries, and its affiliated
companies (collectively, including Employer, the “Halliburton
Entities”).

    


    WHEREAS, Employee is currently
employed by Employer pursuant to that certain Employment Agreement, dated as of
January 1, 1999 (the “Employment
Agreement”), a copy of which is attached hereto; and

    


    WHEREAS, the parties hereto
contemplate that Employee will voluntarily resign as an officer and director of,
and from all positions, posts, offices and assignments with Employer and any
other Halliburton Entity effective as of March 31, 2010 (the “Termination
Date”), and Employee will take early retirement, following which
termination Employee will not be entitled to receive the benefits provided under
Section 3.3 of the Employment Agreement, but will be entitled to receive the
benefits provided under (i) Section 3 of this Supplement, subject to Employee’s
compliance with the conditions set forth in Section 3.4 of the Employment
Agreement relating to execution of a release in the form established by
Employer, as well as such release contained in this Supplement, and (ii) Section
10 of this Supplement, subject to Employee’s compliance with the conditions set
forth in Sections 8 and 9 of this Supplement relating to protection of
Employer’s legitimate business interests and goodwill; and

    


    WHEREAS, the Employment
Agreement also provides that the severance benefits provided under Section 3.3
thereof are in consideration of Employee’s continuing obligations under the
Employment Agreement following termination of employment, including obligations
under Article 4 relating to ownership and protection of Halliburton intellectual
property and confidential information, Employee agrees that the severance
benefits provided under this Supplement serve the same purpose; and

    


    WHEREAS, the parties desire to
amend and supplement the Employment Agreement by means of this Supplement to,
among other things, provide for a release of any claims or causes of action
Employee may have arising from or relating to his employment or service with
Employer and set forth the terms of Employee’s continuing obligations relating
to the treatment of confidential information and protection of Employer’s
legitimate business interests and goodwill; and

    


    WHEREAS, the parties wish to
affirm that the terms of the Employment Agreement remain in full force and
effect except as amended and supplemented hereby; and


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    NOW, THEREFORE, in
consideration of the mutual promises, covenants and obligations contained in
this Supplement, the parties agree as follows:

    


    1.           Resignation.  Employee
shall continue to be employed by Employer through the Termination Date, at which
time he shall voluntarily resign from employment and simultaneously elect early
retirement. Notwithstanding Employee’s voluntary resignation from employment and
voluntary election to take early retirement, Employee shall be entitled to
receive the severance benefits provided under Section 3 of this Supplement in
lieu of the benefits provided under Section 3.3 of the Employment Agreement, and
such other benefits and amounts provided in this Supplement.  On the
Termination Date, Employee shall voluntarily resign as an officer and director
of, and from all other positions, posts, offices and assignments with, Employer
and any other Halliburton Entity and sign letters of resignation not
inconsistent with the terms of this Supplement, if requested by Employer.
Employee acknowledges that from and after the Termination Date he shall have no
authority to, and shall not act as an officer, director, employee or in any
other capacity for Employer or any Halliburton Entity.

    


    2.           Obligations of
Employee.

    


    
      	
               
      

            	
              (a)

            	
              Employee
      agrees that the terms and conditions of this Supplement and the events
      (including negotiations) leading up to its execution shall remain
      confidential as between the parties and he shall not disclose them to any
      other person.  Without limiting the generality of the foregoing,
      Employee will not respond to or in any way participate in or contribute to
      any public discussion, notice or other publicity concerning, or in any way
      relating to, execution of this Supplement or the events (including any
      negotiations) which led to its execution.  Employee further
      agrees that he shall not make, directly or indirectly, whether in writing,
      orally or electronically, any negative, derogatory or other comment that
      could reasonably be expected to be detrimental to the Halliburton
      Entities, their business or operations or any of their current or former
      employees, officers or directors.  The foregoing
      notwithstanding, Employee may disclose the terms of this Supplement to his
      immediate family, attorneys and financial advisors provided he informs
      them of this confidentiality provision and they agree to abide by
      it.

            


    

    


    
      	
               
      

            	
              (b)

            	
              Employee
      agrees to an orderly transition of duties and will provide appropriate
      details to Employer concerning all of his current business activities and
      duties.  Employee agrees this transition period will end on the
      Termination Date.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (c)

            	
              Employee
      reaffirms and acknowledges his existing and continuing obligations under
      the Employment Agreement, including, without limitation, the obligations
      set forth in Article 4 thereof relating to ownership and protection of
      intellectual property and confidential information. Except as may be
      required by law, Employee also agrees to maintain in confidence any
      proprietary and confidential information of customers, vendors, or other
      third parties received or of which he has knowledge as a result of his
      employment. The prohibitions of this subsection 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 or under the Employment
Agreement).

            


    

    


    
      	
               
      

            	
              (d)

            	
              Employee
      agrees to leave in his office or deliver to Employer on or before the
      Termination Date all correspondence, memoranda, notes, records, data or
      information, analyses, drawings, photographs or other documents
      (including, without limitation, any computer-generated, computer-stored or
      electronically-stored materials) made, composed or received by Employee,
      solely or jointly with others, and which as of the Termination Date are in
      his 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
      Information”) without retaining any copies thereof. It is the
      intent of the parties that the foregoing covenant is applicable to all
      Company Information and all copies thereof, whether in writing or in
      electronic format, wherever located, including Company Information located
      on or in Employee’s personally-owned property. Employee hereby grants and
      conveys to Employer all right, title and interest in and to, including,
      without limitation, the right to possess, print, copy and sell or
      otherwise dispose of, all Company Information, and copies, abstracts or
      summaries thereof, which may have been prepared by Employee or under his
      direction or which may have come into his possession in any way during the
      term of his employment with any of the Halliburton Entities and which
      relate in any manner to the past, present or anticipated business of any
      of the Halliburton Entities.

            


    

    


    
      	
               
      

            	
              (e)

            	
              Employee
      represents and acknowledges that he has no claim or right, title or
      interest in the property or assets of any of the Halliburton Entities. On
      or before the Termination Date, Employee shall deliver any such property
      in his possession or control, including, without limitation, any
      computers, cellular telephones, any wireless devices such as a
      “BlackBerry,” credit cards, telephone cards, office keys and security
      badges furnished by any of the Halliburton Entities for his
      use.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    
      	
              3.  

            	
              Obligations of
      Employer.  In lieu of Employer’s obligations under
      Article 3 of the Employment Agreement, Employer and Employee agree as
      follows:

            


    

    


    
      	
               
      

            	
              (a)

            	
              Employee
      shall be entitled to receive his regular salary through the Termination
      Date.

            


    

    


    
      	
               
      

            	
              (b)

            	
              In
      consideration of Employee’s continuing obligations and promises as set
      forth in the Employment Agreement and this Supplement, Employer will make
      a one time severance payment to Employee equal to one year’s annual base
      salary in effect on the Termination Date, in a single lump sum, less
      applicable withholding taxes (the “Severance
      Payment”).  Employee acknowledges that the Severance
      Payment exceeds and fully satisfies any claim for severance pursuant to
      any severance plan or program maintained by Employer or any Halliburton
      Entity or under any law governing Employer or any of the Halliburton
      Entities.  In the event that Employee is entitled to termination
      benefits, whether for severance pursuant to any severance plan or program
      of Employer or any of the Halliburton Entities or under any law governing
      any of the Halliburton Entities, that cannot be voluntarily released by
      Employee, the Severance Payment shall be offset and reduced by any such
      benefits.

            


    

    


    
      	
               
      

            	
              (c)

            	
              Effective
      with the later of the Termination Date or the Effective Date, all shares
      of stock issued to Employee under the 1993 Stock and Incentive Plan as to
      which restrictions have not lapsed as of the Termination Date will be
      retained by Employee and all restrictions of any shares thus retained will
      lapse, all pursuant to the terms of Employee’s underlying restricted stock
      agreements.

            


    

    


    
      	
               
      

            	
              (d)

            	
              Effective
      on the later of the Termination Date or the Effective Date, Employee’s
      rights to the stock options granted to him under the 1993 Stock and
      Incentive Plan shall be treated in accordance with the terms of the
      underlying stock option agreements applicable to approved retention of
      stock options upon early retirement, after which Employee may exercise
      such options, if at all, as permitted by such stock option agreements and
      for the length of time permitted
thereby.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (e)

            	
              Upon
      approval of the administrative committee appointed to administer the
      Supplemental Executive Retirement Plan and Benefit Restoration Plan,
      Employee will receive the aggregate balance of his accounts under such
      plans, including applicable interest, in a single lump sum payment, as
      soon as administratively feasible after the 2010 allocations to such
      accounts have been determined.  Employee recognizes that a
      portion of such payments may be subject to a six month waiting period
      under such plans in accordance with Internal Revenue Code Section
      409A.

            


    

    


    
      	
               
      

            	
              (f)

            	
              Employee
      shall cease to be a participant in the Halliburton Annual Performance Pay
      Plan effective as of the Termination Date.  Any annual incentive
      compensation earned under such Plan for the 2010 plan year shall be paid
      to Employee at the time that incentive compensation amounts are paid to
      the other Annual Performance Pay Plan
  participants.

            


    

    


    
      	
               
      

            	
              (g)

            	
              Employer
      acknowledges that Employee is a participant in certain retirement and
      welfare benefit plans and programs of Employer and Halliburton. Upon
      termination of Employee’s employment, he shall receive the benefits to
      which he is entitled in accordance with such plans’ respective terms;
      provided, however, that, since the severance benefits provided under the
      Employment Agreement and this Supplement are in excess of any severance
      benefits under Employer’s severance benefit plan or program, Employee
      waives any right to severance benefits under such plan or
      program.

            


    

    


    
      	
               
      

            	
              (h)

            	
              Employer
      will provide Employee with cash-in-lieu of $12,000 for outplacement
      services and $7,500 for financial planning services, as well as
      reimbursement or payment for an executive physical examination for
      2010.

            


    

    


    
      	
               
      

            	
              (i)

            	
              The
      Severance Payment and the payments provided for in Section 3(h) above will be made no
      earlier than the later to occur of the Termination Date or Effective Date
      and will be made as soon as administratively feasible, but not later than
      60 days after the relevant date.  Applicable withholding taxes
      will be deducted from all payments due Employee
  hereunder.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    4.           Prior Rights and
Obligations. Employee and Employer acknowledge that all rights and
obligations of the parties relating to the employment or termination of
employment of Employee with Employer or any of the Halliburton Entities are
embodied in this Supplement and the Employment Agreement, as well as that
certain letter of intent dated April 30, 2008, entered into by the parties.
Except as set forth herein and therein, the parties shall have no further
employment or contractual relationship; provided, however, that the foregoing
provision shall not be interpreted or construed in such a manner as to limit,
extinguish or otherwise adversely affect Employee’s rights and the obligations
of any of the Halliburton Entities under any employee retirement or welfare
benefit plans, except severance plans, of Employer or the other Halliburton
Entities in accordance with such plans’ respective terms.

    


    5.           No
Admissions.  Employee expressly understands and agrees that the
terms of this Supplement and the release contained herein are contractual and
not merely recitals and that the agreements herein and the consideration paid
pursuant to Section 3.3 of the Employment Agreement and Section 3 of this
Supplement is to compromise doubtful and disputed claims, avoid litigation, and
buy peace, having the force of res judicata accorded to
settlements under certain laws applicable to any of the Halliburton Entities,
and that no statement or consideration given shall be construed as an admission
of any claim by any of the Halliburton Entities or their respective employees,
officers, directors, shareholders, trustees, insurers, agents and
representatives (collectively, including Employer, the “Halliburton
Parties”), all such admissions being expressly denied. Moreover, neither
the Employment Agreement, this Supplement nor anything in the Employment
Agreement or this Supplement shall be construed to be or shall be admissible in
any proceeding as evidence of an admission by Employer or Halliburton of any
violation of their policies, procedures, state or federal laws or regulations.
The Employment Agreement and this Supplement may be admitted into evidence,
however, in any proceeding to enforce such agreements. In such event, such
admission shall be pursuant to an order protecting its
confidentiality.

    


    6.               Employee’s
Representation.  (a)  Employee represents, warrants
and agrees that he has not filed any claims, appeals, complaints, charges or
lawsuits against any of the Halliburton Parties with any governmental agency or
court and that he will not file or permit to be filed or accept any benefit from
any claim, complaint or petition filed with any court by him or on his behalf at
any time hereafter; provided, however, that this shall not limit Employee from
enforcing his rights under the Employment Agreement and this Supplement.
Further, Employee represents and warrants that no other person or entity has any
interest in, or assignment of, any claims or causes of action he may have
against any Halliburton Party and which he now releases in their entirety; (b)
Additionally, Employee specifically acknowledges that he understands that he is
not waiving any right, claim, or legal matter through this Supplement that
cannot be waived, under law, by private agreement.  Employee also
understands that this Supplement is not intended to waive or interfere with his
right to institute a proceeding with any government agency where such waiver
would be contrary to law.  However, in connection with any such
proceeding, Employee waives any right or entitlement to additional compensation
or other individual relief except to the extent, if any, such waiver is
prohibited by law.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    7.      General Release and
Discharge.  Except for those obligations created or
acknowledged by this Supplement and the Employment Agreement, and in
consideration of the payments and other benefits to be made or provided to
Employee under this Supplement and the Employment Agreement, and as a material
inducement to Employer to enter into this Supplement, Employee, on behalf of
himself and his heirs, executors, administrators, assigns, and successors,
hereby agrees to release, acquit and discharge and does hereby release, acquit
and discharge Employer, all Halliburton Entities and all Halliburton Parties
(both in their official and individual capacities), collectively and
individually, with respect to and from any and all claims and any and all causes
of action, of any kind or character, whether now known or unknown, he may have
against any of them which exist as of the Termination Date, including, but not
limited to, any claim for benefits, compensation, stock, stock options, costs,
damages, expenses, remuneration, salary or wages; and all claims or causes of
action arising from his employment, termination of employment, or any alleged
discriminatory employment practices, including but not limited to, any and all
claims and causes of action arising under the Age Discrimination in Employment
Act, as amended, 29 U.S.C. § 621, et seq. (“ADEA”) and
any and all claims and causes of action arising under any other federal, state
or local laws pertaining to discrimination in employment or equal employment
opportunity; except that the parties agree that Employee’s release, acquittal
and discharge shall not relieve Employer from its obligations under the
Employment Agreement and this Supplement. This release also applies to any
claims brought by any person or agency or class action under which Employee may
have a right or benefit.

    


    8.           Proprietary and Confidential
Information/Non-Disclosure. In accordance with
Employee's existing and continuing obligations, Employee agrees and acknowledges
that the various Halliburton Entities have developed and own valuable
information which is confidential, unique, with material pecuniary value on the
open market, and specific to the Halliburton Entities ("Proprietary and
Confidential Information") and which includes, without limitation, trade
secrets; financial information, projections and forecasts; marketing plans and
strategies; 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 all other concepts, ideas, plans, strategies, analyses,
surveys, and proprietary information related to the past, present or anticipated
business of various of the Halliburton Entities. Except as may be required by
law, Employee agrees that he will not at any time 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 prior written consent of the
Chief Executive Officer of Halliburton.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Except as
may be required by law, 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. Employee further acknowledges
and agrees that if he is required by law, pursuant to a validly issued subpoena
or other governmental or legal process to disclose any Proprietary and
Confidential Information, Employee will immediately advise the Halliburton
Entities that a subpoena or other governmental order has been served, so that
the Halliburton Entities may have an opportunity to object or move to quash the
subpoena or governmental order in question.  The prohibitions of this
Section 8 shall not apply, however, to information in the public domain (but
only if the same becomes part of the public domain through a means other than a
disclosure prohibited hereunder).

    


    9.           Restrictive
Covenants:  Protection of Employer’s Interests and
Goodwill.

    


    
      	
              (a)  

            	
              Halliburton
      is one of the world’s largest oilfield services companies, providing a
      comprehensive range of services and products for the exploration,
      development, and production of oil and gas, to major national,
      international, and independent oil and gas companies throughout the
      world.

            


    

    


    
      	
              (b)  

            	
              Employee
      acknowledges that in his role at Halliburton, he obtained, possessed and
      otherwise had substantial access to significant portions of Halliburton’s
      Proprietary and Confidential Information as defined herein, including
      strategies and business plans; supervised and managed key employees, and
      was responsible for key customer and supplier relationships on a worldwide
      basis.

            


    

    


    
      	
              (c)  

            	
              Employee
      and Employer agree and acknowledge that the Halliburton Entities have
      developed and own and will develop and own valuable Proprietary and
      Confidential Information and that the Halliburton Entities have goodwill
      and will continue to enjoy substantial goodwill unless disturbed by
      Employee. Employee and Employer further agree and acknowledge that the
      Halliburton Entities, and Employer on their behalf, have a substantial and
      legitimate business interest in protecting their Proprietary and
      Confidential Information and
goodwill.

            


    

    


    
      	
              (d)  

            	
              Non-Competition
      Period:  For a 2-year period beginning on the first
      business day following the later of  the Termination Date or the
      Effective Date of this Supplement (the “Non-Competition
      Period”), Employee agrees to the following
    covenants:

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (i)           Non-Competition:
Except as provided below, Employee will not directly or indirectly, for his own
purposes or for the purposes of others, participate in the ownership,
management, operation or control of, or be or become a stockholder, officer,
employee, partner, director, or agent of, or a consultant to, or render advice
or services to, or otherwise assist, any person, business or legal entity, their
respective affiliates (including affiliates formed or acquired after the date
hereof) or successors (collectively, the “Competitive
Businesses”) in competing with any of the Halliburton Entities or any of
the activities relating to, arising under, or included within the business
activities of the Halliburton Entities, including those described in Section
9(a) above, anywhere in the world.

    


    (ii)           Non-Solicitation:
Employee will not directly or indirectly, for his own purposes or for the
purposes of others, either as principal, agent, independent contractor,
consultant, director, officer, employee, employer, advisor, stockholder,
partner, or in any other individual or representative capacity whatsoever,
either for his own benefit or for the benefit of any other person or entity: (A)
hire or attempt to hire, contact or solicit with respect to hiring, any person
who is or who has been within the preceding nine-month period or during the
Non-Competition Period, an employee of, full-time consultant to, or contract
employee of any of the Halliburton Entities; or (B) induce or otherwise counsel,
advise or encourage any employee or full-time consultant to leave any of the
Halliburton Entities; or (C) attempt to divert or take away, or induce another
person to attempt to divert or take away, any customer, consultant, franchisee
or vendor of any of the Halliburton Entities with whom Employee dealt, directly
or indirectly, during his employment with Employer or any of the other
Halliburton Entities.

     

                    (iii)    Geographic Scope of
Restriction:  The obligations of this Section 9 shall apply to
any geographic area in which any of the Halliburton Entities:

     

    
      	
              a.  

            	
              Has
      engaged in business by providing services and/or products for the
      exploration, development, and production of oil and gas, to major
      national, international, and independent oil and gas companies, including
      both United States and international locations;
  or

            


    

    
      	
              b.  

            	
              Has
      otherwise established its goodwill, business reputation or any customer or
      supplier relations.

            


    

    


    The
above notwithstanding, nothing in this Section 9 shall prohibit Employee and his
affiliates from owning, as passive investors, in the aggregate not more than
five percent of equity securities of any publicly held Competitive
Business.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (e)

            	
              Employee
      represents and warrants that the time, scope and geographic area
      restricted by the provisions of this Section are reasonable, that the
      enforcement of the restrictions contained herein will not be unduly
      burdensome on Employee, and that Employee will be able to earn a
      reasonable living while abiding by the terms imposed herein. Employee
      agrees that the restraints created by the covenants of this Section 9 are
      no greater than necessary to protect the legitimate interests of the
      Halliburton Entities, including their Proprietary and Confidential
      Information and goodwill. In addition, Employee agrees that the need of
      the Halliburton Entities for the protection afforded by such covenants is
      not outweighed by the hardship to Employee, nor is any injury to the
      public likely to result from such restraints. Employee irrevocably waives
      all defenses to the strict enforcement of the covenants contained in this
      Section 9 and agrees that his breach or violation of the covenants
      contained in Sections 8 and/or 9, or any threatened breach or violation
      thereof, shall entitle Employer, on its own behalf or on behalf of any of
      the Halliburton Entities, as a matter of right, to specific performance
      and injunctive relief issued by any court of competent jurisdiction,
      without the requirement to post a bond, restraining any further or
      continued breach or violation of any such covenants. Such remedies shall
      not be deemed the exclusive remedies for breach of Sections 8 and/or 9,
      but shall be in addition to all remedies available at law or in equity to
      Employer, including, without limitation, recovery of damages from Employee
      and his agents involved in such breach. In addition, Employee agrees that
      any breach by him of  any of the covenants contained in Sections
      8 and 9 will entitle Employer, for and on behalf of the other Halliburton
      Entities, to recover the payments or other consideration paid to Employee
      under Section 10 hereof. Further, Employee agrees that the Halliburton
      Entities are entitled to insist on full compliance by Employee with the
      full terms, including time periods, set forth in this Section
      9.

            


    

    


    
      	
               
      

            	
              (f)

            	
              It
      is expressly understood and agreed that Employer and Employee consider the
      restrictions contained in this Section 9 to be reasonable and necessary to
      protect the Proprietary and Confidential Information and/or goodwill and
      that Employee’s obligations to keep such information confidential shall
      survive termination of the Non-Competition Period. Nevertheless, if any of
      the aforesaid restrictions are found by a court having jurisdiction to be
      unreasonable, or overly broad as to geographic area or time, or otherwise
      unenforceable, the parties intend for the restrictions therein set forth
      to be modified by

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    such
courts so as to be reasonable and enforceable and, as so modified by the court,
to be fully enforced, it being expressly understood and agreed by Employee that
the provisions of this Section are reasonably necessary to protect the
Halliburton Entities’ legitimate business interests and are designed
particularly to protect their Proprietary and Confidential Information and
goodwill.

    


    10.           Non-Competition and
Non-Solicitation Consideration.

    


    
      	
               
      

            	
              (a)

            	
              In
      consideration of Employee's covenants and promises as set forth in
      Sections 8 and 9 hereof, but expressly subject to the provisions of
      Section 9(e), Employer will make a cash payment to Employee for the
      prorated amount earned, if any, under the Performance Unit Program for
      only those performance cycles that Employee has been approved for
      participation in prior to the Termination Date, which if due will be paid
      on the later of (i) the date payments are made to other participants under
      the Program, in accordance with the terms of such Program for the
      applicable Cycle, or (ii) the end of the Non-Competition
      Period.  Employee shall not participate in the Performance Unit
      Program for any performance cycles other than those for which he has been
      approved prior to the Termination Date.  Employee shall not
      participate in the 2010 Cycle.

            


    

    


    
      	
               
      

            	
              (b)

            	
              Payment
      of the amounts set forth in Section 10(a) will be made only if Employee’s
      obligations set forth in Sections 8 and 9 are fully satisfied at all times
      during the Non-Competition Period and at the time such amounts are
      payable. Employee understands and agrees that his right to all or any
      portion of the payment provided for herein, and Company's obligation
      to make payment of the entire amount or any portion thereof, are dependent
      and conditioned on Employee's compliance in full with all provisions
      contained in Sections 8 and 9.  Any failure on the part of Employee
      to comply with each such provision, including any attempt by or on behalf
      of Employee to have any such provision declared unenforceable in whole or
      in part by an arbitrator or court, shall excuse Employer forever from
      the obligation to make the payments, in whole or in part, provided for in
      Section 10(a).

            


    

    


    11.           ADEA
Rights.  Employee expressly acknowledges and agrees that by
entering into this Supplement, he is waiving any and all rights or claims that
he may have arising under ADEA.  Employee further expressly
acknowledges and agrees that:

    


    
      	
               
      

            	
              (a)

            	
              In
      return for the release contained in this Supplement, he will receive
      consideration beyond that which he would have been entitled to receive but
      for the Employment Agreement and this
  Supplement;

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (b)

            	
              He
      was given a copy of this Supplement on April 30, 2008, and he has
      twenty-one (21) days from such date to review it before accepting, and
      that subsequent changes to this Supplement, whether material or
      immaterial, shall not restart such 21-day review
  period;

            


    

    


    
      	
               
      

            	
              (c)

            	
              He
      has been advised in writing by Employer to consult with an attorney before
      signing this Supplement; and

            


    

    


    
      	
               
      

            	
              (d)

            	
              If
      he accepts this Supplement, he will have seven (7) days following the date
      of execution of this Supplement to revoke this
  Supplement.

            


    

    


    12.           Agreement Voluntary.
Employee acknowledges and agrees that he has carefully read this Supplement and
understands that, except as expressly reserved herein, it is a release of all
claims, known and unknown, past or present, including all claims under the ADEA.
He further agrees that he has entered into this Supplement for the above stated
consideration. He warrants that he is fully competent to execute this Supplement
which he understands to be contractual. He further acknowledges that he executes
this Supplement of his own free will, after having a reasonable period of time
to review, study and deliberate regarding its meaning and effect, and after
being advised to consult with an attorney, and without reliance on any
representation of any kind or character not expressly set forth herein. Finally,
he executes this Supplement fully knowing its effect and voluntarily for the
consideration stated above.

    


    13.           Effective Date. The
Effective Date shall be eight (8) days after the execution of this Supplement by
Employee and Employer, provided Employee has not exercised his right of
revocation pursuant to Section 11(d) above. This Supplement will become binding
in its entirety upon Employee and Employer, and all of its provisions will be
irrevocable on the Effective Date.

    


    14.           Payment of
Taxes.  Employee agrees that he shall be exclusively liable for
the payment of all employee federal and state taxes which may be due as a result
of the consideration received herein and Employee represents that he shall make
payments of such taxes at the time and in the amount required.

    


    15.           Dispute
Resolution.  Each of the parties affirm that Section 5.6 of the
Employment Agreement pertaining to resolution of disputes likewise controls with
respect to the resolution of disputes hereunder; provided, however, that
Employer, for and on behalf of itself and the other Halliburton Entities, shall
be entitled to seek a restraining order or injunction in any court of competent
jurisdiction to prevent any breach or a continuation of any breach of the
provisions of Sections 8 and/or 9 and Employee hereby consents that such
restraining order or injunction may be granted without the necessity of Employer
posting any bond.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    16.           Further
Executions.  The parties agree to cooperate fully and to
execute any and all supplementary documents and to take all additional actions
that may be necessary or appropriate to give full force to the basic terms and
intent of this Supplement and which are not inconsistent with its terms or the
terms of the Employment Agreement.

    


    17.           Entire
Agreement.  This Supplement, as well as that certain letter of
intent dated April 30, 2008, between Employee and Employer, amends and
supplements the Employment Agreement to the extent set forth herein and therein.
The parties hereto expressly affirm that, except as amended and supplemented
hereby and thereby, the provisions of the Employment Agreement remain in full
force and effect. This Supplement, the letter of intent, and the Employment
Agreement constitute the entire agreement and understanding of the parties with
regard to the terms of Employee’s employment, termination of employment and
severance benefits and contain all of the covenants, promises, representations,
warranties and agreements between the parties with respect to such matters. Each
party to this Supplement 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 in the aforementioned
agreements, and that no agreement, statement, or promise relating to the
employment or termination of employment of Employee that is not contained in
such agreements shall be valid and binding. No amendment to or modification of
this Supplement shall be effective unless reduced to writing and signed by the
parties.

    


    18.           Notice. For purposes
of this Supplement and the Employment 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 or Employer, as
applicable, by pre-paid courier or by United States registered or certified
mail, return receipt requested, postage pre-paid, addressed as
follows:

    


    If to
Employer, to Halliburton Company at Five Houston Center, 1401 McKinney, Suite
2400, Houston, Texas 77010, to the attention of the General Counsel of
Halliburton Company; or to such other address of which Employee has been duly
notified.

    


    If to Employee, to his last known
personal address.

    


    19.           Section 409A of the
Code.  Notwithstanding any provision of this Supplement 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”):


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (a)

            	
              If
      Employee is a “specified
      employee,” as such term is defined in Section 409A and determined
      as described below in this Section 19, any payments or benefits payable or
      provided as a result of Employee’s termination of employment shall not be
      payable before the earlier of (i) the date that is six months after
      Employee’s termination, (ii) the date of Employee’s death, or (iii) the
      date that otherwise complies with the requirements of Section
      409A.

            


    

    


    
      	
               
      

            	
              (b)

            	
              If
      any provision of this Supplement would result in the imposition of an
      applicable tax under Section 409A, Employee and Employer agree that such
      provision will be reformed to avoid imposition of the applicable tax in a
      manner that will result in the least adverse economic impact on
      Employee.

            


    

    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


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

    


    HALLIBURTON
ENERGY SERVICES, INC.

    


    


    By:
_________________________                                                             _____________________

    


    Lawrence
J.
Pope                                                                                                David
S. King

    


    Executive
Vice President,
Administration                                                      Date:  _______________

    &
Chief HR Officer, Halliburton Company

    


    Date:
_______________