HAL Halliburton Co

As filed with the Securities and Exchange Commission on July 24, 2015

Registration No. 333-         

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE

SECURITIES ACT OF 1933

HALLIBURTON COMPANY

(Exact Name of Registrant as Specified in Its Charter)

3000 North Sam Houston Parkway East

Houston, Texas 77032

(Address of Principal Executive Offices)  (Zip Code)

Halliburton Company Stock and Incentive Plan

Halliburton Company Employee Stock Purchase Plan
(Full Title of the Plan)

Robb L. Voyles

Executive Vice President, Secretary and General Counsel
Halliburton Company
3000 North Sam Houston Parkway East

Houston, Texas 77032

(Name and Address of Agent For Service)

(281) 871-2699

(Telephone Number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

(Calculation of Registration Fee on following page)

CALCULATION OF REGISTRATION FEE

(1)

This Registration Statement shall also cover any additional shares of Registrant's common stock that become issuable in respect of the securities identified in the above table by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant's receipt of consideration which results in an increase in the number of the outstanding shares of Registrant's common stock.

(2)	Estimated in accordance with Rules 457(c) and (h) of the Securities Act of 1933, as amended, solely for the purpose of calculating the registration fee. Computation based upon the average of the high and low prices of the Registrant's common stock as reported on NYSE on July 23, 2015.

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TABLE OF CONTENTS

PART II

EXHIBIT INDEX

EXHIBIT 5.1

EXHIBIT 23.1

EXHIBIT 23.2

EXHIBIT 24

EXHIBIT 99.1

EXHIBIT 99.2

EXHIBIT 99.3

EXHIBIT 99.4

EXHIBIT 99.5

EXHIBIT 99.6

EXHIBIT 99.7

EXHIBIT 99.8

EXHIBIT 99.9

EXHIBIT 99.10

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PART II

Information Required in the Registration Statement

 

Halliburton Company (the "Registrant") hereby incorporates by reference into this Registration Statement the following documents previously filed with the Securities and Exchange Commission (the "Commission"):

(a)	The Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2014 filed with the Commission on February 24, 2015 pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act");

(b)	All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Registrant's Annual Report referred to in (a) above; and

(c)	The description of the Registrant's Common Stock contained in the Registrant's Registration Statement on Form 8-B (No. 001-03492) filed with the Commission on December 12, 1996, including any other amendments or reports filed for the purpose of updating such description.

All reports and definitive proxy or information statements filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the filing of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which de-registers all securities then remaining unsold shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing such documents, except as to specific sections of such statements as set forth therein. Unless expressly incorporated into this Registration Statement, a report furnished on Form 8-K prior or subsequent to the date hereof shall not be incorporated by reference into this Registration Statement. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement.

Not applicable.

The validity of the securities being registered hereby has been passed upon for Registrant by Robert L. Hayter, Assistant Secretary and Assistant General Counsel.  Mr. Hayter owns Halliburton Common Stock and options to purchase Halliburton Common Stock.

Section 145 of the General Corporation Law of the State of Delaware, or DGCL, provides that a Delaware corporation has the power, under specified circumstances, to indemnify any person who is or was a party or is threated to be made a party to any threatened, pending, or completed action, suit, or proceeding (other than an action by or in right of the corporation), whether civil, criminal, administrative, or investigative, by reason of the fact that the person is or was a director, officer, employee, or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee, or agent of another entity, for expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred in any such action, suit, or proceeding.

Section 145 of the DGCL also provides that a Delaware corporation has the power, under specified circumstances, to indemnify any person who is or was a party or is threated to be made a party to any threatened, pending, or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee, or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee, or agent of another entity for expenses (including attorneys' fees) actually and reasonably incurred in such action or suit.

The Tenth Article of the Registrant's restated certificate of incorporation together with Section 32 of its by-laws generally provide for mandatory indemnification of each person who is or was made a party to or involved in any threatened, pending, or completed civil, criminal, administrative, or investigative action, suit, or proceeding because:

(i)   the person is or was an officer or director of the Registrant; or

(ii)  is a person who is or was serving at the request of the Registrant as a director, officer, employee, or agent of another corporation or of a partnership, joint venture, trust, or other enterprise, including service relating to employee benefit plans,

to the fullest extent permitted by the DGCL as it existed at the time the respective indemnification provisions of the Registrant's restated certificate of incorporation and the by-laws were adopted or as it may be amended.  Section 145 of the DGCL, Section 32 of the Registrant's by-laws, and the Tenth Article of the Registrant's restated certificate of incorporation expressly provide that they are not the exclusive methods of indemnification.

In addition, the Registrant has entered into indemnification agreements with each of its directors and executive officers.

Section 32 of the Registrant's by-laws provides that the Registrant may maintain insurance, at its own expense, to protect itself and any present or former director or officer of the Registrant or any such director or officer serving at the request of the Registrant as a director, officer, employee, or agent of another entity against any expense, liability, or loss reasonably incurred or suffered.  This insurance coverage may be maintained regardless of whether the Registrant would have the power to indemnify the person against the expense, liability, or loss under the DGCL.

Section 102(b)(7) of the DGCL provides that a certificate of incorporation may contain a provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director.  However, that provision shall not eliminate or limit the liability of a director:

(i)	for any breach of the director's duty of loyalty to the corporation or its  stockholders;

(ii)	for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;

(iii)

under Section 174 of the DGCL, relating to liability for unlawful acquisitions or redemptions of, or payment of dividends on, capital stock; or

(iv)	for any transaction from which the director derived an improper personal benefit.

The Fifteenth Article of the Registrant's restated certificate of incorporation contains this type of provision.

 

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Not applicable.

Item 8.  Exhibits.

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on July 24, 2015.

 

Halliburton Company

Robb L. Voyles,

Executive Vice President, Secretary and General Counsel

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons on behalf of the Registrant in the capacities and on the dates indicated.

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EXHIBIT INDEX

 

EXHIBIT 5.1

July 24, 2015

Halliburton Company
3000 North Sam Houston Parkway East

Houston, Texas 77032

Ladies and Gentlemen:

At your request, I am rendering this opinion in connection with the proposed issuance of up to 45,000,000 shares of common stock ("Common Stock") of Halliburton Company, a Delaware corporation (the "Company"), pursuant to the Stock and Incentive Plan, as amended and restated effective as of February 24, 2015, and the Employee Stock Purchase Plan, as amended and restated effective as of February 24, 2015 (collectively, the "Plans") and pursuant to a Registration Statement on Form S-8.

I have examined instruments, documents, and records which I deemed relevant and necessary for the basis of my opinion hereinafter expressed. In such examination, I have assumed the following: (a) the authenticity of original documents and the genuineness of all signatures;
(b) the conformity to the originals of all documents submitted to me as copies; and (c) the truth, accuracy, and completeness of the information, representations, and warranties contained in the records, documents, instruments and certificates I have reviewed.

Based on such examination, I am of the opinion that the shares of Common Stock to be issued by the Company pursuant to the Plans are duly authorized, and when issued and sold as described in the Plans and Registration Statement, will be legally issued, fully paid, and nonassessable.

I hereby consent to the filing of this opinion as an exhibit to the above referenced Registration Statement on Form S-8 and to the use of my name wherever it appears in said Registration Statement.  In giving such consent, I do not consider that I am an "expert" within the meaning of such term as used in the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission issued thereunder with respect to any part of the Registration Statement, including this opinion, as an exhibit or otherwise.

Very truly yours,

/s/ Robert L. Hayter

Robert L. Hayter

Assistant Secretary and Assistant General Counsel

EXHIBIT 23.1

 

 

Consent of Independent Registered Public Accounting Firm

The Board of Directors
Halliburton Company:

We consent to the incorporation by reference in the registration statement on Form S-8 of Halliburton Company of our reports dated February 24, 2015, with respect to the consolidated balance sheets of Halliburton Company as of December 31, 2014 and 2013, and the related consolidated statements of operations, shareholders' equity, comprehensive income, and cash flows for each of the years in the three-year period ended December 31, 2014, and the effectiveness of internal control over financial reporting as of December 31, 2014, which reports appear in the December 31, 2014 Annual Report on Form 10-K of Halliburton Company.

/s/ KPMG LLP

KPMG LLP

Houston, Texas
July 24, 2015

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EXHIBIT 24

POWER OF ATTORNEY

WHEREAS, Halliburton Company, a Delaware corporation (the "Company"), intends to file with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"), a Registration Statement on Form S-8 with such amendment or amendments thereto, whether pre-effective or post-effective, in each case as may be necessary or appropriate, together with any and all exhibits and other documents having relation to said Registration Statement (collectively, the "Registration Statement");

NOW, THEREFORE, each of the undersigned, in his or her capacity as a Director of the Company, does hereby appoint Robb L. Voyles and Bruce A. Metzinger, each of whom may act without the joinder of the other, as his or her true and lawful attorneys-in-fact and agents with power to act and with full power of substitution and resubstitution, to execute in his or her name, place and stead, in his capacity as a director of the Company, the Registration Statement and all instruments necessary or incidental in connection therewith, with such amendment or amendments thereto in each case as said attorneys-in-fact and agents or any of them shall deem necessary or appropriate, together with any and all exhibits and other documents relating thereto as said attorneys-in-fact and agents or any of them shall deem necessary or appropriate or incidental in connection therewith, and to file the same or cause the same to be filed with the Commission. Said attorneys-in-fact and agents shall have full power and authority to do and perform in the name and on behalf of each of the undersigned, in any and all capacities, every act whatsoever necessary or desirable to be done to the premises, as fully and to all intents and purposes as each of the undersigned might or could do in person, each of the undersigned hereby ratifying and approving the acts of said attorneys-in-fact and agents or any of them or their substitutes.

IN WITNESS WHEREOF, each of the undersigned has executed this instrument on this 20^th day of May 2015.

 

SIGNATURE
/s/ Abdulaziz F. Al Khayyal Abdulaziz F. Al Khayyal	/s/ José C. Grubisich José C. Grubisich
/s/ Alan M. Bennett Alan M. Bennett	/s/ Robert A. Malone Robert A. Malone
/s/ James R. Boyd James R. Boyd	/s/ J. Landis Martin J. Landis Martin
/s/ Milton Carroll Milton Carroll	/s/ Jeffrey A. Miller Jeffrey A. Miller
/s/ Nance K. Dicciani Nance K. Dicciani	/s/ Debra L. Reed Debra L. Reed
/s/ Murry S. Gerber Murry S. Gerber

EXHIBIT 99.2

 

NONSTATUTORY STOCK OPTION AGREEMENT TERMS AND CONDITIONS

       

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

 

This NONSTATUTORY STOCK OPTION AGREEMENT ("Agreement") is made as of  <<Grant Date>> 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:

 

(a) If Employee's employment with the Company or Subsidiary 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.

 

(c) If Employee's employment with the Company terminates by reason of 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 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.

 

(d) 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 90 calendar days following Employee's termination date, (which 90‐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 90‐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.

 

(e) This Option shall not be exercisable in any event prior to the expiration of six months from the date of grant hereof or after the expiration of ten years from the date of grant hereof (the "Expiration Date") notwithstanding anything hereinabove contained. The purchase price of Stock for the exercised Option and any applicable taxes shall be paid in full at the time of exercise (a) in cash (including check, bank draft or money order delivered to Halliburton's Stock Plan Administrator), (b) by delivering to the Company's Stock Plan Administrator shares of Stock having a fair market value equal to the purchase price , or (c) by a combination of cash or Stock. Payment may also be made by providing instructions to the Company's Stock Plan Administrator to exercise an Option and to simultaneously sell a sufficient number of shares of Stock resulting from the exercised Option; the Stock Plan Administrator will deliver directly to the Company that portion of the sales proceeds representing the exercise price and any applicable taxes customarily withheld by the Company. No fraction of a share of Stock shall be issued by the Stock Plan Administrator upon exercise of an Option or accepted by the Administrator in payment of the purchase price thereof; rather, any remaining balance of sale proceeds over the exercise price and taxes withheld shall be paid to Employee, subject to any applicable laws. Unless and until such Stock shall have been issued by the Company's Stock Plan Administrator to Employee, Employee (or the person permitted to exercise this Option in the event of Employee's death) shall not be, or have any of the rights or privileges of, a shareholder of the Company with respect to Stock acquirable upon an exercise of this Option.

 

      Employee further understands and agrees that the Company and any related company are neither responsible for any foreign exchange fluctuations between Employee's local currency and the United States Dollar that may affect the value of this Option nor liable for any decrease in the value of Stock or this Option.

 

    4.  Withholding of Tax. To the extent that the exercise of this Option or the disposition of shares of Stock acquired by exercise of this Option results in compensation income to Employee for federal or state income tax purposes, FICA, or other applicable tax purposes or hypothetical tax pursuant to Company business practices or policies;Employee shall deliver to the Company at the time of such exercise or disposition such amount of money or shares of Stock as the Company may require to meet its withholding obligation under applicable tax laws, regulations or Company business practices or policies, and, if Employee fails to do so, the Company is authorized to withhold from any cash or Stock remuneration then or thereafter payable to Employee any tax required to be withheld by reason of such resulting compensation income or required to be withheld for hypothetical tax pursuant to Company business practices and policies. Upon an exercise of this Option, the Company is further authorized in its discretion to satisfy any such withholding out of any cash or shares of Stock distributable to Employee upon such exercise.

 

      Employee further understands and agrees that the Company and any related company are neither responsible for any foreign exchange fluctuations between Employee's local currency and the United States Dollar that may affect the value of this Option nor liable for any decrease in the value of Stock or this Option. 

 

 

 

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      12.  Other Terms. The provisions of this Agreement are severable and if any one or more of the provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.

 

IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by its officer thereunto duly authorized, and Employee has executed this Agreement, all as of the day and year first above written.

<<Acceptance_Date>>

EXHIBIT 99.3

RESTRICTED STOCK AGREEMENT

Grant Date:	<<Grant_Date>>
Grantee ("Employee"):	<<First_Name>> <<MI>> <<Last_Name>>
Aggregate Number of Shares Subject to Award:	<<Number_of_Restricted_Shares>>

 

This RESTRICTED STOCK AGREEMENT ("Agreement) is made as of <<Grant Date>> between HALLIBURTON COMPANY, a Delaware corporation (the "Company) and <<First>> <<MI>> <<Last>> ("Employee").

 

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	HALLIBURTON COMPANY
	[Missing Graphic Reference]
	By
	David J. Lesar
	Chairman of the Board and Chief Executive Officer

 I HEREBY AGREE TO THE TERMS AND CONDITIONS SET FORTH IN THIS RESTRICTED STOCK AGREEMENT DATED <<Grant_Date>>  .

 

<<Acceptance_Date>>

 

 

RESTRICTED STOCK UNIT AGREEMENT

 

Grant Date:	<<Grant_Date>>
Grantee ("Employee"):	<<First_Name>> <<MI>> <<Last_Name>>
Aggregate Number of Units Subject to Award:	<<Number_of_Restricted_Units>>

This RESTRICTED STOCK UNIT AGREEMENT ("Agreement") is made as of <<Grant_Date>>  , between HALLIBURTON COMPANY, a Delaware corporation (the "Company"), and  ("Employee"):  <<First_Name>> <<MI>> <<Last_Name>>

 

 

 

 

	HALLIBURTON COMPANY
	[Missing Graphic Reference]
	By
	David J. Lesar
	Chairman of the Board and Chief Executive Officer

 

<<Acceptance_Date>>

NON‐EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AGREEMENT

Restricted Stock Plan for Non‐Employee Directors

 

 

Grant Date:	<<Grant_Date>>
Grantee ("Director"):	<<First_Name>> <<MI>> <<Last_Name>>
Aggregate Number of Units Subject to Award:	<<Number_of_Restricted_Units>>

 

 

 

 

 

	Vesting Date	Percentage of Total Number of Restricted Stock Units Vesting
	First Anniversary of the date of this Agreement	25%
	Second Anniversary of the date of this Agreement	25%
	Third Anniversary of the date of this Agreement	25%
	Fourth Anniversary of the date of this Agreement	25%

 

Notwithstanding the foregoing, the Restricted Stock Units shall become fully vested upon the earliest to occur of a "separation from service" (within the meaning of Section 409A of the Internal Revenue Code and related guidance) due to the following:

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(1)	Non‐Employee Director's death or disability while serving as a member of the Board;

(2)	Failure of the Non‐Employee Director to be re‐elected to the Board after being duly nominated;

(3)	Retirement from the Board pursuant  to the then existing Company  policy  for mandatory director retirements (mandatory retirement as of the date of this Agreement is age seventy‐two);

(4)	Early retirement from the Board after four years of service; or

(5)	Removal from the Board or failure to be duly nominated for re‐election to the Board, in either event, following a Corporate Change.

 

              Notwithstanding the foregoing, the Board may, at its sole discretion, accelerate the vesting of the Restricted Stock Units.

 

        2.  Deferral. Non‐Employee Director acknowledges that Restricted Stock Units will be settled by the delivery of shares of Common Stock no later than 60 days after the Restricted Stock Units vest unless a timely deferral election is executed and filed with the Company.

 

 

 

IN WITNESS WHEREOF, the Company has  caused this Agreement to be duly executed by an officer thereunto duly authorized as of the date first above written.

 

NON‐EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AGREEMENT

Halliburton Company Stock and Incentive Plan

 

 

Grant Date:	<<Grant_Date>>
Grantee ("Director"):	<<First_Name>> <<MI>> <<Last_Name>>
Aggregate Number of Units Subject to Award:	<<Number_of_Restricted_Units>>

 

1.

Award.

(a)

Units. Pursuant to the Halliburton Company Stock and Incentive Plan (the "Plan") Non‐ Employee Director is hereby awarded <<Number_of_Restricted_Units>> units  (the "Restricted Stock Units") evidencing the right to receive an equivalent number of shares of the Company's common stock, par value $2.50 per share ("Stock"), subject to the conditions of the Plan and this Agreement.

(b)

Plan Incorporated. Non‐Employee Director acknowledges receipt of a copy of the Plan, and agrees that this award of Restricted Stock Units shall be subject to all of the terms and conditions set forth in the Plan, including future amendments thereto, if any, pursuant to the terms thereof, which Plan is incorporated herein by reference as a part of this Agreement.

2.	Terms of Restricted Stock Units. Non‐Employee Director hereby accepts the Restricted Stock Units and agrees with respect thereto as follows:

(a)	Forfeiture of Restricted Stock Units. Upon termination of Board service, the Non‐Employee Director shall, for no consideration, forfeit all Restricted Stock Units that have not previously vested or become vested pursuant to Section 2(c) below.

(b)	Assignment of Restricted Stock Units Prohibited. The Restricted Stock Units may not be sold, assigned, pledged, exchanged, hypothecated or otherwise transferred, encumbered or disposed of.

(c)	Vesting of Restricted Stock Units. The Restricted Stock Units shall vest in accordance with the following schedule provided that Non‐Employee Director has served continuously on the Board from the date of this Agreement through the applicable vesting date:

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Notwithstanding the foregoing, the Restricted Stock Units shall become full vested upon the earliest to occur of a "separation from service" (within the meaning of Section 409A of the Internal Revenue Code and related guidance) due to the following:

(1)	Non‐Employee Director's death or disability while serving as a member of the Board;

(2)	Failure of the Non‐Employee Director to be re‐elected to the Board after being duly nominated;

(3)	Retirement from the Board pursuant  to the then existing Company  policy  for mandatory director retirements (mandatory retirement as of the date of this Agreement is age seventy‐two);

(4)	Early retirement from the Board after four years of service; or

(5)	Removal from the Board or failure to be duly nominated for re‐election to the Board, in either event, following a Corporate Change.

Notwithstanding the foregoing, the Board may, at its sole discretion, accelerate the vesting of the Restricted Stock Units.

(d)

Shareholder Rights. Non‐Employee Director shall have no rights to dividends or any other rights of a shareholder with respect to shares of Stock subject to this award of Restricted Stock Units unless and until such time as the award has been settled by the transfer of shares of Stock to the Non‐Employee Director. Non‐Employee Director shall have the right to dividend equivalents with respect to the Restricted Stock Units for the period beginning on the date the Restricted Stock Units were granted and ending on the date  Stock is delivered to the Participant in settlement of such Restricted Stock Units.

(e)

Settlement and Delivery of Stock. Payment of vested Restricted Stock Units shall be made as soon as administratively practicable, but no later than 60 days after vesting. Settlement will be made by payment in shares of Stock in accordance with the Plan or, if the Restricted Stock Units have been deferred, in accordance with the terms of the relevant deferral plan.

Notwithstanding the foregoing, the Company shall not be obligated to deliver any shares of Stock if counsel to the Company determines that such sale or delivery would violate any applicable law or any rule or regulation  of any governmental authority or any rule or regulation of, or agreement of the Company with, any securities exchange or association upon which the Stock is listed or quoted. The Company shall in no event be obligated to take any affirmative action in order to cause the delivery of shares of Stock to comply with any such law, rule, regulation or agreement.

3.

Relationship. For purposes of this Agreement, Non‐Employee Director shall be considered to be of service as a Director to the Company as long as Non‐Employee Director remains an active Director of the Company, or any successor corporation. Any question as to whether and when there has been a termination of such service, and the cause of such termination, shall be determined by the Committee administrating the Plan, or its delegate, as appropriate, and its determination shall be final.

4.

Committee's Powers. No provision contained in this Agreement shall in any way terminate, modify or alter, or be construed or interpreted as terminating, modifying or altering any of the powers, rights or authority vested in the Committee as set forth in the Plan or, to the extent delegated, in its delegate pursuant to the terms of the Plan or resolutions adopted in furtherance of the Plan, including without limitation, the right to make certain determinations and elections with respect to the Restricted Shares.

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5.	Binding Effect. This Agreement shall be binding upon and inure to the benefit of any successors to the Company and all persons lawfully claiming under Non‐Employee Director.

6.	Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Texas.

IN WITNESS WHEREOF, the Company has  caused this Agreement to be duly executed by an officer thereunto duly authorized as of the date first above written.

 

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