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Resignation, General Release & Settlement Agreement - Lane

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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.





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(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.





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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.





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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, avoi
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