Executive Employment Agreement (2003)Full Document 

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         This Executive Employment Agreement  ("Agreement"),  is entered into by
and  between  Dresser  Industries,   Inc.   ("Employer")  and  David  R.  Smith,
("Employee"), to be effective on September 29, 1998 (the "Effective Date").

                              W I T N E S S E T H:

         WHEREAS, Employee is currently employed by Employer; and

         WHEREAS,  Employer is desirous of continuing the employment of Employee
after the  Effective  Date  pursuant  to the terms  and  conditions  and for the
consideration  set  forth  in  this  Agreement,  and  Employee  is  desirous  of
continuing in the employ of Employer  pursuant to such terms and  conditions and
for such consideration.

         NOW,  THEREFORE,  for  and in  consideration  of the  mutual  promises,
covenants,  and  obligations  contained  herein,  Employer and Employee agree as


         1.1.  Employer  agrees to employ  Employee,  and Employee  agrees to be
employed by Employer,  beginning as of the Effective Date and  continuing  until
the date of termination of Employee's  employment  pursuant to the provisions of
Article 3 (the "Term"), subject to the terms and conditions of this Agreement.

         1.2.  Beginning as of the Effective Date, Employee shall be employed as
Vice President - Tax, Shared Services  Division of Halliburton  Energy Services,
Inc.  Employee  agrees  to  serve  in the  assigned  position  or in such  other
executive  capacities  as may be requested  from time to time by Employer and to
perform  diligently  and to the best of  Employee's  abilities  the  duties  and
services appertaining to such positions as reasonably determined by Employer, as
well as such  additional or different  duties and services  appropriate  to such
positions which Employee from time to time may be reasonably directed to perform
by Employer.

         1.3.  Employee  shall at all times  comply  with and be subject to such
policies and procedures as Halliburton  Company  ("Halliburton") or Employer may
establish from time to time,  including,  without  limitation,  the  Halliburton
Company Code of Business Conduct (the "Code of Business Conduct").

         1.4.  Employee  shall,  during the period of  Employee's  employment by
Employer,  devote Employee's full business time, energy, and best efforts to the
business  and  affairs  of  Employer.  Employee  may  not  engage,  directly  or
indirectly, in any other business,  investment, or activity that interferes with
Employee's  performance  of  Employee's  duties  hereunder,  is  contrary to the
interest of  Halliburton or any of its  affiliated  subsidiaries  and divisions,
including Employer (collectively, the "Halliburton Entities" or, individually, a
"Halliburton  Entity"),  or  requires  any  significant  portion  of  Employee's

business time. The foregoing  notwithstanding,  the parties  recognize and agree
that  Employee may engage in passive  personal  investments  and other  business
activities  which  do  not  conflict  with  the  business  and  affairs  of  the
Halliburton  Entities or interfere  with  Employee's  performance  of his or her
duties hereunder. Employee may not serve on the board of directors of any entity
other than a Halliburton  Entity during the Term without the approval thereof in
accordance with  Halliburton's  policies and procedures  regarding such service.
Employee  shall be  permitted to retain any  compensation  received for approved
service on any unaffiliated corporation's board of directors.

         1.5.  Employee  acknowledges  and agrees that Employee owes a fiduciary
duty of  loyalty,  fidelity  and  allegiance  to act at all  times  in the  best
interests of the Employer  and the other  Halliburton  Entities and to do no act
which  would,  directly  or  indirectly,  injure  any  such  entity's  business,
interests, or reputation.  It is agreed that any direct or indirect interest in,
connection with, or benefit from any outside activities, particularly commercial
activities,  which interest might in any way adversely affect  Employer,  or any
Halliburton  Entity,  involves a possible conflict of interest.  In keeping with
Employee's fiduciary duties to Employer, Employee agrees that Employee shall not

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