EXHIBIT 10-35
RESIGNATION, GENERAL RELEASE AND SETTLEMENT
AGREEMENT
Supplementing and Amending the Executive 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 Andrew R. Lane
(“ 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
Executive 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 December 15, 2007, that
Employee’s employment as a regular employee will
terminate on December 31, 2007 (the “ Termination
Date ”), and Employee will take early
retirement, following which termination Employee will be
entitled to receive the benefits provided under (i) Section
3.3 of the Employment Agreement, subject to Employee’s
compliance with the conditions set forth in Section 3.4 of
such Employment Agreement relating to execution of a release
in the form established by Employer 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; 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 3.3 of the
Employment Agreement and such other benefits and amounts
provided in this Supplement. On December 15, 2007,
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. Employee agrees to sign letters of
resignation not inconsistent with the terms of this
Supplement, if requested by Employer, effective as of December
15, 2007. Employee acknowledges that from and after December
15, 2007, he shall continue as a regular employee but that 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 addition to Employer’s
obligations under Article 3 of the Employment Agreement,
Employer agrees as follows:
|
|
(a)
|
Employee
shall be entitled to receive his regular salary through the
Termination Date.
|
|
|
(b)
|
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.
|
|
|
(c)
|
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 2007
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.
|
|
|
(d)
|
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
.
|
|
|
(e)
|
Employer
will provide Employee with ten (10) months of outplacement
services, or a lump sum payment of $15,000 at his
election.
|
|
|
(f)
|
Applicable
withholding taxes will be deducted from all payments and other
compensation due Employee under this Supplement or under the
Employment Agreement when, as and if paid to Employee.
|
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. 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 inten
|
