NONSTATUTORY STOCK OPTION
AGREEMENT
Grant
Date:
<<Grant Date>>
Grantee
(“Employee”):
«First_Name» «Last_Name»
Aggregate
Number of Shares Subject to Option: «Number
of Stock_Options»
Option
Price:
$«Grant_Price»
Expiration:
Ten (10) years
AGREEMENT made as of the X th day of Month CCYY, between HALLIBURTON
COMPANY , a Delaware corporation (the “Company”),
and <<First Name>> <<Last Name>>
(“Employee”).
To carry out
the purposes of the HALLIBURTON COMPANY STOCK AND INCENTIVE
PLAN (the “Plan”), by affording Employee the
opportunity to purchase shares of common stock of the Company (
“Stock” ), and in consideration of the mutual
agreements and other matters set forth herein and in the Plan, the
Company and Employee hereby agree as follows:
1.
Grant of Option . The Company hereby irrevocably
grants to Employee the right and option (“Option”) to
purchase all or any part of the number of shares of Stock set forth
on the preceding page at the option price indicated below, on the
terms and conditions set forth herein and in the Plan, which Plan
is incorporated herein by reference as a part of this Agreement.
This Option shall not be treated as an incentive stock option
within the meaning of section 422(b) of the Internal Revenue Code
of 1986, as amended (the “Code”).
2.
Option Price . The purchase price of Stock to be paid
by Employee pursuant to the exercise of this Option shall be
«Grant_Price» per share, which has been determined to
be not less than the fair market value of the Stock at the date of
grant of this Option. For all purposes of this Agreement, fair
market value of Stock shall be determined in accordance with the
provisions of the Plan.
3.
Exercise of Option . Subject to the earlier
expiration of this Option as herein provided, this Option may be
exercised, by notice to the Company at its principal executive
office addressed to the attention of its Vice President and
Secretary, or to the Company’s agent administering the Plan,
at any time and from time to time after the date of grant hereof,
but, except as otherwise provided below, this Option shall not be
exercisable for more than a percentage of the aggregate number of
shares of Stock offered by this Option determined by the number of
full years from the date of grant hereof to the date of such
exercise, in accordance with the following schedule:
Number of
Full Years
That May be Purchased
This Option is
not transferable otherwise than by will or the laws of descent and
distribution or pursuant to a “qualified domestic relations
order” as defined by the Code and may be exercised during
Employee’s lifetime only by Employee, Employee’s
guardian or legal representative or a transferee under a qualified
domestic relations order. Upon any attempt to transfer, assign,
pledge, hypothecate or otherwise dispose of this Option or of such
rights contrary to the provisions hereof or in the Plan, or upon
the levy of any attachment or similar process upon this Option or
such rights, this Option and such rights shall immediately become
null and void. This Option may be exercised only while Employee
remains an employee of the Company, subject to the following
exceptions:
|
|
If
Employee’s employment with the Company terminates by reason
of disability (disability being defined as being physically or
mentally incapable of performing either the Employee’s usual
duties as an Employee or any other duties as an Employee that the
Company reasonably makes available and such condition is likely to
remain continuously and permanently, as determined by the Company
or employing subsidiary), this Option may be exercised in full by
Employee (or Employee’s estate or the person who acquires
this Option by will or the laws of descent and distribution or
otherwise by reason of the death of Employee) at any time during
the period ending on the earlier of the Expiration Date (as defined
below) or the third anniversary of the date of Employee’s
termination of employment.
|
|
|
If Employee
dies while in the employ of the Company, Employee’s estate,
or the person who acquires this Option by will or the laws of
descent and distribution or otherwise by reason of the death of
Employee, may exercise this Option in full at any time during the
period ending on the earlier of the Expiration Date or the third
anniversary of the date of Employee’s death.
|
|
|
If
Employee’s employment with the Company terminates by reason
of normal retirement at or after age 65, this Option may be
exercised by Employee at any time during the period ending on the
Expiration Date, but only as to the number of shares of Stock
Employee was entitled to purchase on the date of such exercise in
accordance with the schedule set forth above. In connection with
the termination of Employee’s employment with the Company by
reason of early retirement, applicable management of the Company
and/or business unit may recommend to the Committee or its
delegate, as applicable, that this Option be retained. In such
event, the Committee or its delegate, as the case may be, shall
consider such recommendation and may, in the Committee’s or
such delegate’s sole discretion, approve the retention of
this Option following such early retirement, in which case the
Option may be exercised by Employee at any time during the period
ending on the Expiration Date, but only as to the number of shares
of Stock Employee was entitled to purchase on the date of such
exercise in accordance with the schedule set forth above. If, after
retirement as set forth above, Employee should die, this Option may
be exercised in full by Employee’s estate (or the person who
acquires this Option by will or the laws of descent and
distribution or otherwise by reason of the death of the Employee)
during the period ending on the earlier of the Expiration Date or
the third anniversary of the date of Employee’s
death.
|
|
|
If
Employee’s employment with the Company terminates for any
reason other than those set forth in subparagraphs (a) through (c)
above, this Option may be exercised by Employee only during the 30
calendar days following Employee’s termination
date , (which
30-day period shall not be extended by any notice period mandated
under local law) , or
by Employee’s estate (or the person who acquires this Option
by will or the laws of descent and distribution or otherwise by
reason of the death of the Employee) during a period of six months
following Employee’s death if Employee dies during such
30-day period, but in each case only as to the number of shares of
Stock Employee was entitled to purchase hereunder upon exercise of
this Option as of the date Employee’s employment so
terminates. Any Options not exercised during the
applicable period shall be automatically forfeited.
|
This Option
shall not be exercisable in any event prior to the expiration of
six months from the date of grant hereof
|
