HAL Halliburton Co

Item 5.02.            Departure of Directors or Certain Officers; Election of Directors;   Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 17, 2017, Halliburton Company announced that Chairman and Chief Executive Officer David J. Lesar will become Executive Chairman effective June 1, 2017.  Also effective June 1, 2017, Director and President Jeffrey A. Miller will become President and Chief Executive Officer of Halliburton Company.

Mr. Miller, age 53, has served as a member of Halliburton's Board of Directors and as President of Halliburton Company, since August 2014; Executive Vice President and Chief Operating Officer of Halliburton Company, September 2012 to July 2014; and Senior Vice President, Global Business Development and Marketing of Halliburton Company, January 2011 to August 2012.

In connection with his appointment as Executive Chairman, Halliburton entered into an Executive Agreement with Mr. Lesar effective June 1, 2017, that replaces his existing employment agreement and provides for his continued employment until December 31, 2018.  Pursuant to the Executive Agreement, Mr. Lesar will receive an annual base salary of $1 million and a restricted stock unit grant valued at $15 million ("Lesar equity grant"), and will be entitled to participate in the company's 2018 performance pay and performance unit incentive plans and to receive in December 2017, grants of restricted stock and stock options under the Halliburton Company Stock and Incentive Plan.  The Executive Agreement also restricts Mr. Lesar from competing with the company or soliciting company personnel for a period of four years after termination of employment.  If Mr. Lesar's employment is terminated by Mr. Lesar for good reason or by death, disability, retirement, or early retirement or his employment is terminated by the company for any reason other than cause or Mr. Lesar's substantial participation in a breach of fiduciary duty arising from a material violation of a U.S. federal or state law or failure to supervise an employee who substantially participated in such a violation ("significant violation"), all restrictions on restricted stock and units, other than the Lesar equity grant, will lapse.  In addition, provided that Mr. Lesar remains employed by Halliburton through December 31, 2018 or his employment is earlier terminated for any of the above reasons other than early retirement, he will also receive (a) a lump sum cash payment of $2 million, and (b) one-half of the value of the Lesar equity grant in the form of Halliburton common stock.  The remaining one-half of the Lesar equity grant will be valued on the termination date and paid in four equal annual installments beginning on the first anniversary of his termination, provided that he remains in compliance with his continuing obligations under the Executive Agreement.

Halliburton also entered into an Executive Agreement with James S. Brown, President – Western Hemisphere, effective June 1, 2017, that replaces his existing employment agreement and provides for his continued employment until December 31, 2019.  Pursuant to the Executive Agreement, Mr. Brown will continue to receive his current annual base salary, a restricted stock unit grant valued at $5 million ("Brown equity grant"), and will be eligible to participate in the company's performance pay and performance unit incentive plans and to receive grants of restricted stock and stock options under the Halliburton Company Stock and Incentive Plan.  The Executive Agreement also restricts Mr. Brown from competing with the company or soliciting company personnel for a period of three years after termination of employment.  If Mr. Brown's employment is terminated by Mr. Brown for good reason or by death, disability, retirement, or early retirement or his employment is terminated by the company for any reason other than cause or a significant violation, all restrictions on restricted stock and units, other than the Brown equity grant, will lapse.  In addition, provided that Mr. Brown remains employed by Halliburton through December 31, 2019 or his employment is earlier terminated for any of the above reasons other than early retirement, he will also receive one-half of the value of the Brown equity grant in the form of Halliburton common stock.  The remaining one-half of the Brown equity grant will be valued on the termination date and paid in three equal annual installments beginning on the first anniversary of his termination, provided that he remains in compliance with his continuing obligations under the Executive Agreement.  In addition, in the case of a termination by Mr. Brown for good reason or termination by the company for any reason other than cause or a significant violation, Mr. Brown will receive a lump sum cash payment equal to two years of his base salary then in effect.

As part of the leadership transition, Joe D. Rainey, President – Eastern Hemisphere, and Robb L. Voyles, Executive Vice President, Interim Chief Financial Officer, Secretary and General Counsel were each granted restricted stock with a grant date value of $2.5 million which each vest 100% five years from the date of grant.

The descriptions of Messrs. Lesar's and Brown's Executive Agreements are qualified in their entirety by the provisions of the agreements, which are incorporated by reference to Exhibits 10.1 and 10.2, respectively, to this Form 8-K.