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Halliburton - Halliburton Company Directors' Deferred Compensation Plan, As Amended & Restated Effective Janua
EXHIBIT 10-9
HALLIBURTON COMPANY
DIRECTORS ? DEFERRED COMPENSATION PLAN
AS AMENDED AND RESTATED
EFFECTIVE AS OF JANUARY 1, 2007
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ntbl
ntbl TABLE OF CONTENTS
ntbl
ntbl
ntbl Page
ntbl ARTICLE I
ntbl PURPOSE OF PLAN
ntbl 2
ntbl ARTICLE II
ntbl DEFINITIONS
ntbl 3
ntbl ARTICLE III
ntbl ADMINISTRATION OF THE PLAN
ntbl 5
ntbl ARTICLE IV
ntbl DEFERRED COMPENSATION
ntbl 7
ntbl ARTICLE V
ntbl INTEREST
ntbl 9
ntbl ARTICLE VI
ntbl STOCK EQUIVALENTS
ntbl 10
ntbl ARTICLE VII
ntbl NATURE OF PLAN
ntbl 12
ntbl ARTICLE VIII
ntbl TERMINATION OF THE PLAN
ntbl 13
ntbl ARTICLE IX
ntbl AMENDMENT OF THE PLAN
ntbl 14
ntbl ARTICLE X
ntbl GENERAL PROVISIONS
ntbl 15
ntbl ARTICLE XI
ntbl EFFECTIVE DATE
ntbl 16
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HALLIBURTON COMPANY
DIRECTORS ? DEFERRED COMPENSATION PLAN
AS AMENDED AND RESTATED
EFFECTIVE AS OF JANUARY 1, 2007
The Board of Directors of Halliburton Company having heretofore established the Directors ? Deferred Compensation Plan, pursuant to the provisions of Article VII of said Plan, hereby amends and supplements
said Plan to be effective in accordance with the provisions of ARTICLE XI hereof.
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ARTICLE I
PURPOSE OF PLAN
The purpose of the Plan is to assist the Directors of the Company in planning for their retirement.
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ARTICLE II
DEFINITIONS
Where the following words and phrases appear herein, they shall have the respective meanings set forth in this ARTICLE II, unless the context clearly indicates to the contrary.
Section 2.01 ? Accounts ? shall mean a Participant ?s Interest Bearing Account and/or Stock Equivalents
Account.
Section 2.02 ? Administrator ? shall mean any administrator appointed by the Committee pursuant to Section 3.01
herein or, in the absence of any such appointment, the Committee.
Section 2.03 ? Board of Directors ? shall mean the Board of Directors of the Company.
Section 2.04 ? Committee ? shall mean the committee of those individuals (each of whom shall be a Director)
appointed by the Board of Directors pursuant to Article III hereof.
Section 2.05 ? Company ? shall mean Halliburton Company.
Section 2.06 ? Compensation ? shall mean a Participant ?s cash compensation for services as a Director. Equity
compensation provided to a Director for service on the Board of Directors is not included within the definition of ?Compensation ? for purposes of this Plan.
Section 2.07 ? Deferral Termination Date ? shall mean the date a Participant has a ?separation from service
? from the Company within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder.
Section 2.08 ? Deferred Compensation ? shall mean Compensation deferred pursuant to the provisions of this Plan.
Section 2.09 ? Director ? shall mean a member of the Board of Directors of the Company.
Section 2.10 ? Earned ? or any variant thereof, when used herein with respect to Compensation or Deferred Compensation
or interest accrued pursuant to Section 5.02, shall refer to the end of a calendar quarter and, when used with respect to a dividend or distribution on the Company ?s common stock referenced in Section 6.02, shall refer to the date of payment of
such dividend or distribution by the Company.
Section 2.11 ? Interest Bearing Account ? shall mean the Participant ?s Interest Bearing Account established
pursuant to Section 4.03 herein.
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Section 2.12 ? Market Price ? of the common stock of the Company on any date shall mean the closing sales
price per share for the common stock (or, if no closing sales price is reported, the average of the bid and ask prices per share on such date) on the New York Stock Exchange or, if the common stock is not then listed on such Exchange, such other national
or regional securities exchange upon which the common stock is so listed, as reported in the composite transactions for the principal United States securities exchange on which the common stock is then listed or, if the common stock is not then listed
on any such exchange, as reported by The NASDAQ Stock Market, Inc.
Section 2.13 ? Participant ? shall mean any Director of the Company who has elected to have all or a part
of his Compensation deferred pursuant to the Plan.
Section 2.14 ? Plan ? shall mean the Halliburton Company Directors ? Deferred Compensation Plan, as
amended and restated effective as of January 1, 2007, and as the same may thereafter be amended from time to time.
Section 2.15 ? Plan Earnings ? shall mean amounts of interest to which reference is made in Section 5.01 herein
and of dividends and distributions to which reference is made in Section 6.02 herein.
Section 2.16 ? Stock Equivalent ? shall mean a measure of value equal to one share of the Company ?s
common stock.
Section 2.17 ? Stock Equivalents Account ? shall mean the Participant ?s Stock Equivalents Account established
pursuant to Section 4.03 herein.
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ARTICLE III
ADMINISTRATION OF THE PLAN
Section 3.01 Committee . The Board of Directors shall appoint a Committee to administer, construe and interpret
the Plan. Such Committee, or such successor Committee as may be duly appointed by the Board of Directors, shall serve at the pleasure of the Board of Directors. Decisions of the Committee with respect to any matter involving the Plan shall be final
and binding on the Company and all Participants. The Committee may designate an Administrator to aid the Committee in its administration of the Plan. Such Administrator shall maintain complete and adequate records pertaining to the Plan, including
but not limited to Participants ? Interest Bearing Accounts and Stock Equivalent Accounts, and shall serve at the pleasure of the Committee.
Section 3.02 Indemnity .
(a) Indemnification . The Company (the ?Indemnifying Party ?) hereby agrees to indemnify and
hold harmless the members of the Committee and any Administrator designated by the Committee (the ?Indemnified Parties ?) against any losses, claims, damages or liabilities to which any of the Indemnified Parties may become subject to the
extent that such losses, claims, damages or liabilities or actions in respect thereof arise out of or are based upon any act or omission of such Indemnified Party in connection with the administration of this Plan (including any act or omission constituting
negligence on the part of such Indemnified Party, but excluding any act or omission constituting gross negligence or willful misconduct on the part of such Indemnified Party), and will reimburse the Indemnified Party for any legal or other expenses reasonably
incurred by him or her in connection with investigating or defending against any such loss, claim, damage, liability or action.
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(b) Actions . Promptly after receipt by the Indemnified Party under Section 3.02(a) herein of notice of the
commencement of any action or proceeding with respect to any loss, claim, damage or liability against which the Indemnified Party believes he or she is indemnified under Section 3.02(a), the Indemnified Party shall, if a claim with respect thereto is
to be made against the Indemnifying Party under such Section, notify the Indemnifying Party in writing of the commencement thereof; provided, however, that the omission so to notify the Indemnifying Party shall not relieve it from any liability which
it may have to the Indemnified Party to the extent the Indemnifying Party is not prejudiced by such omission. If any such action or proceeding shall be brought against the Indemnified Party and it shall notify the Indemnifying Party of the commencement
thereof, the Indemnifying Party shall be entitled to participate therein, and, to the extent that it shall wish, to assume the defense thereof, with counsel reasonably satisfactory to the Indemnified Party, and, after notice from the Indemnifying Party
to the Indemnified Party of its election to assume the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party under Section 3.02(a) for any legal or other expenses subsequently incurred by the Indemnified Party in connection
with the defense thereof other than reasonable costs of investigation or reasonable expenses of actions taken at the written request of the Indemnifying Party. The Indemnifying Party shall not be liable for any compromise or settlement of any such
action or proceeding effected without its consent, which consent will not be unreasonably withheld.
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ARTICLE IV
DEFERRED COMPENSATION
Section 4.01 Initial Deferral Elections by Participants . Any Director of the Company may at any time elect
to participate in the Plan and to have all, or such percentage as he may specify, of the Compensation otherwise payable to him as a Director deferred and paid to him pursuant to the terms of Section 5.02 or Section 6.05, as applicable. Such deferral
election shall be made by notice in writing in a manner and form acceptable to the Administrator and shall be applicable only with respect to Compensation for services performed after the end of the calendar year in which such deferral election is made
and prior to the earlier of the effective date of a further deferral election pursuant to Section 4.02 herein or such Participant ?s Deferral Termination Date. At the time of making such initial deferral election hereunder, a Director shall specify
the portion, if any, of such Deferred Compensation which will be (i) held subject to the interest payment provisions of ARTICLE V hereof or (ii) translated into Stock Equivalents in accordance with ARTICLE VI hereof.
Section 4.02 Subsequent Deferral Elections by Participants . Subsequent to the initial deferral election by a Participant
provided for in Section 4.01, a Participant may at any time make a subsequent deferral election in like manner to increase or decrease the percentage of his Compensation to be deferred pursuant to the Plan and to elect the portion of such Deferred Compensation
and any Plan Earnings to be (i) held subject to the interest payment provisions of ARTICLE V hereof or (ii) translated into Stock Equivalents in accordance with ARTICLE VI hereof. Any such subsequent deferral election shall be effective as of the first
day of the calendar year following the calendar year in which such subsequent deferral election is made. Notwithstanding anything to the contrary herein, no such subsequent deferral election shall effect a transfer of any amount credited, as of the
first day of such calendar year, to either the Interest Bearing Account or the Stock Equivalents Account from such account to the other account.
Section 4.03 Establishment of Interest Bearing Accounts and Stock Equivalents Accounts . There shall be established
for each Participant an account to be designated as such Participant ?s Interest Bearing Account and, where appropriate, an account to be designated as such Participant ?s Stock Equivalents Account.
Section 4.04 Allocations to Accounts . Any Deferred Compensation earned by a Participant during a calendar quarter
shall be credited to the Interest Bearing Account and/or Stock Equivalents Account of such Participant, as applicable, on the date any such amount is otherwise payable, and any Plan Earnings shall be credited in accordance with the provisions of Section
5.01 and 6.02, as applicable.
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Section 4.05 Distribution Elections . A Participant may elect, subject to the provisions of this Section and Sections
5.02 and 6.05, the form of distribution with respect to the Compensation, and Plan Earnings attributable thereto, deferred by the Participant and allocated to the Participant ?s Interest Bearing Account and Stock Equivalents Account, as applicable. The
distribution election is not required to be the same for each Account. A Participant ?s distribution election under this Section shall be made in writing in a form authorized by the Administrator and shall be made at the time the Participant
makes an initial deferral election under Section 4.01 or a subsequent deferral election under Section 4.02. Any individual who was a Participant at any time during calendar year 2007 must make a distribution election before December 31, 2007, with
such election becoming irrevocable as of January 1, 2008. A Participan...
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