NONSTATUTORY STOCK OPTION AGREEMENT
GRANTED [DATE]
Grantee: [NAME] ("Director")
Aggregate Number of Shares Subject to Option:
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The terms and conditions of the Nonstatutory Stock Option Agreement are set
forth on pages 2 through 5.
I HEREBY AGREE TO THE TERMS AND CONDITIONS HEREINAFTER SET FORTH IN THIS
NONSTATUTORY STOCK OPTION AGREEMENT DATED [DATE].
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Director Signature Date
Please sign in the space indicated above to indicate your acceptance of this
Option grant. RETURN THIS PAGE TO:
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VICE PRESIDENT AND SECRETARY
HALLIBURTON COMPANY
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FAX: (▇▇▇) ▇▇▇-▇▇▇▇ (facsimile copies are acceptable)
NONSTATUTORY STOCK OPTION AGREEMENT
TERMS AND CONDITIONS
AGREEMENT made as of the day of , , between
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HALLIBURTON COMPANY, a Delaware corporation (the "Company"), and Director.
To carry out the purposes of the HALLIBURTON COMPANY 1993 STOCK AND
LONG-TERM INCENTIVE PLAN (the "Plan"), by affording Director the opportunity to
purchase shares of common stock, par value $2.50 per share, of the Company
("Stock"), and in consideration of the mutual agreements and other matters set
forth herein and in the Plan, the Company and Director hereby agree as follows:
1. Grant of Option. The Company hereby irrevocably grants to Director
the right and option ("Option") to purchase all or any part of the number of
shares of Stock set forth on the preceding page, 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. Purchase Price. The purchase price of Stock purchased pursuant to
the exercise of this Option shall be $ per share, which has been
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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 written notice to the
Company at its principal executive office addressed to the attention of its Vice
President and Secretary, at any time and from time to time beginning six months
after the date of grant hereof.
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. The foregoing notwithstanding, while serving as a member
of the Company's Board of Directors, Director may, in Director's sole discretion
but subject to compliance with such rules and procedures as the Company may
establish, transfer this Option (or a portion thereof) to Director's spouse,
children, or grandchildren (including adopted and step children and
grandchildren) ("Immediate Family"), or to a trust solely for the benefit of
Director and members of Director's Immediate Family, or to a partnership or
limited liability company whose only partners or shareholders are Director and
members of Director's Immediate Family. Director's rights under this Agreement
shall pass to the transferee and such transferee may exercise this Option (or
such portion thereof as has been transferred) and all rights granted by this
Agreement to the extent Director was entitled to exercise this Option during
Director's lifetime, or in the event of Director's death, to the extent this
Option would have been exercisable by Director's beneficiaries or heirs had this
Options not been transferred prior to death. Upon any attempt to transfer,
assign, pledge, hypothecate or otherwise dispose of this Option or of such
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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.
Except as provided above, this Option may be exercised only while
Director remains a director of the Company, subject to the following exceptions:
(a) If Director dies while serving as a member of the Board of
Directors of the Company, Director'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 Director, may exercise this Option
in full at any time prior to the Expiration Date (as defined below) or
within three years following the date of Director's death, whichever is
shorter.
(b) If Director's service on the Board terminates for any
reason other than death, this Option may be exercised in full by
Director at any time prior to the Expiration Date or within three years
following such termination of service, whichever is shorter, or by
Director'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 Director) during the remainder of the foregoing period if
Director dies during such period.
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 shares as to which this Option is exercised shall be paid in
full at the time of exercise (a) in cash (including check, bank draft
or money order payable to the order of the Company), (b) by delivering
to the Company shares of Stock having a fair market value equal to the
purchase price and which shares, if acquired from the Company, have
been held by Director for more than six months, or (c) by a combination
of cash or Stock. Payment may also be made by delivery (including by
facsimile transmission) to the Company of an executed irrevocable
option exercise form, coupled with irrevocable instructions to a
broker-dealer designated by the Company to simultaneously sell a
sufficient number of the shares as to which the option is exercised and
deliver directly to the Company that portion of the sales proceeds
representing the exercise price. No fraction of a share of Stock shall
be issued by the Company upon exercise of an Option or accepted by the
Company in payment of the purchase price thereof; rather, Director
shall provide a cash payment for such amount as is necessary to effect
the issuance and acceptance of only whole shares of Stock. Unless and
until a certificate or certificates representing such shares shall have
been issued by the Company to Director, Director (or the person
permitted to exercise this Option in the event of Director's death)
shall not be or have any of the rights or privileges of a shareholder
of the Company with respect to shares acquirable upon an exercise of
this Option.
4. Status of Stock. Notwithstanding any other provision of this
Agreement, in the absence of an effective registration statement for issuance
under the Securities Act of 1933, as amended (the "Act"), of the shares of Stock
acquirable upon exercise of this Option, or an available exemption from
registration under the Act, issuance of shares of Stock acquirable upon exercise
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of this Option will be delayed until registration of such shares is effective or
an exemption from registration under the Act is available. The Company intends
to use its best efforts to ensure that no such delay will occur. In the event
exemption from registration under the Act is available upon an exercise of this
Option, Director (or the person permitted to exercise this Option in the event
of Director's death or incapacity), if requested by the Company to do so, will
execute and deliver to the Company in writing an agreement containing such
provisions as the Company may require to assure compliance with applicable
securities laws.
Director agrees that the shares of Stock which Director may acquire by
exercising this Option will not be sold or otherwise disposed of in any manner
which would constitute a violation of any applicable securities laws, whether
federal or state. Director also agrees (i) that the certificates representing
the shares of Stock purchased under this Option may bear such legend or legends
as the Company deems appropriate in order to assure compliance with applicable
securities laws, (ii) that the Company may refuse to register the transfer of
the shares of Stock purchased under this Option on the stock transfer records of
the Company if such proposed transfer would in the opinion of counsel
satisfactory to the Company constitute a violation of any applicable securities
law and (iii) that the Company may give related instructions to its transfer
agent, if any, to stop registration of the transfer of the shares of Stock
purchased under this Option.
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 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 its officer thereunto duly authorized, and Director has executed
this Agreement, all as of the day and year first above written.
HALLIBURTON COMPANY
By:
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Name:
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Title:
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