Exhibit 10.19
Employment Agreement
(Restated as of December 31, 2001)
THIS EMPLOYMENT AGREEMENT (this "Agreement") is made by and between
CORE LABORATORIES N.V. and XXXXX XXX XXXXX ("Executive").
W I T N E S S E T H:
WHEREAS, Executive is currently an employee of Core
Laboratories N.V. and/or one or more of its Affiliates ("Company"); and
WHEREAS, the Company desires to continue to employ Executive on the
terms and conditions, and for the consideration, hereinafter set forth, and
Executive is desirous of continuing to be employed by Company on such terms and
conditions, and for such consideration;
NOW, THEREFORE, for and in consideration of the amounts and benefits to
be paid and provided to Executive under this Agreement and the mutual promises,
covenants, and undertakings contained herein, Core Laboratories N.V. and
Executive, each intending to be legally bound, hereby agree as follows:
I.
Employment and Duties
1.1 Employment; Effective Date. Company agrees to employ Executive, and
Executive agrees to be employed by Company, beginning as of the Effective Date
and continuing for the period of time set forth in Article III of this
Agreement, subject to the terms and conditions of this Agreement.
1.2 Position. From and after the Effective Date, Company shall employ
Executive in the position of Chief Operating Officer of Company, or in such
other comparable executive position as Company and Executive may mutually agree.
1.3 Duties and Services. Executive agrees to serve in the position
referred to in Section 1.2 and to perform diligently and to the best of
Executive's abilities the duties and services appertaining to such office, as
well as such additional duties and services appropriate to such office upon
which the parties mutually may agree from time to time. Executive's employment
shall also be subject to the policies maintained and established by Company, as
the same may be amended from time to time.
1.4 Other Interests. Executive agrees, during the period of Executive's
employment by Company, to devote Executive's primary business time, energy, and
best efforts to the business and affairs of Company and its Affiliates and not
to engage, directly or indirectly, in any other business or businesses, whether
or not similar to that of Company, except with the consent of the Board of
Directors. The foregoing notwithstanding, the parties recognize and agree that
Executive may, without consent of the Board of Directors, engage in charitable,
civic,
and other business activities that do not conflict with the business and
affairs of Company and in passive personal investments, so long as such
activities do not interfere with Executive's performance of Executive's duties
hereunder.
1.5 Duty of Loyalty. Executive acknowledges and agrees that Executive
owes a fiduciary duty of loyalty, fidelity, and allegiance to act at all times
in the best interests of Company. In keeping with these duties, Executive shall
make full disclosure to Company of all business opportunities pertaining to
Company's business and shall not appropriate for Executive's own benefit
business opportunities concerning the subject matter of the fiduciary
relationship.
II.
Compensation and Benefits
2.1 Base Salary. During the period of this Agreement, Executive shall
receive a minimum annual base salary of $231,000. Executive's annual base salary
shall be reviewed by the Board of Directors (or a committee thereof) on an
annual basis, and, in the sole discretion of the Board of Directors (or such
committee), such annual base salary may be increased, but not decreased no less
than once every calendar year. Executive's annual base salary shall be paid in
equal installments in accordance with the Company's standard policy regarding
payment of compensation to executives but no less frequently than monthly.
2.2 Bonuses. Executive shall be eligible to receive an annual bonus of
up to 100% of Executive's annual base salary with the amount of such bonus to be
determined by the Committee based upon criteria established from time to time by
the Committee.
2.3 Employee Benefits. Executive and, to the extent applicable,
Executive's spouse, dependents, and beneficiaries shall be allowed to
participate in all benefits, plans, and programs, including improvements or
modifications of the same, which are now, or may hereafter be, available to
other executive employees of Company (or such Affiliate at whose offices
Executive spends a majority of his working time, as the case may be). Such
benefits, plans, and programs shall include, without limitation, any deferred
compensation plan, matching share program, performance share program, profit
sharing plan, thrift plan, health insurance or health care plan, life insurance
(including any available supplemental insurance), disability insurance
(including any available supplemental insurance), pension plan, supplemental
retirement plan, stock option plan, vacation and sick leave plan, and the like
which may be maintained by Company (or such Affiliate, as the case may be) for
Executive specifically or for employees of Executive's seniority and position
generally. Company shall not, however, by reason of this Section be obligated to
institute, maintain, or refrain from changing, amending, or discontinuing, any
such benefit, plan, or program, so long as such changes are similarly applicable
to executive employees specifically, and no worse than all other employees
generally; provided, however, that in the case of any discontinuation of any
such benefit, plan or program, Company shall continue to provide such benefit or
coverage through one or more individual insurance plan(s) paid for by Company or
be self funded by the Company with comparable individual benefits or coverage at
its expense.
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2.4 Business and Entertainment Expenses. During his employment
hereunder, subject to Company's standard policies and procedures with respect to
expense reimbursement as applied to its executive employees generally, Company
shall reimburse Executive for, or pay on behalf of Executive, reasonable and
appropriate expenses incurred by Executive for business-related purposes,
including, but not limited to, dues and fees to industry and professional
organizations and costs of entertainment and business development.
2.5 Indemnification. Company agrees to indemnify Executive against any
and all liabilities arising out of Executive's employment duties to the extent
such liabilities are not covered by any insurance maintained by Company or
Executive, including any liabilities that are caused by or result from an act or
omission constituting the negligence of Executive in the performance of such
duties, but excluding liabilities that are caused by or result from Executive's
own gross negligence or willful misconduct.
III.
Term and Termination of Employment
3.1 Term. Unless sooner terminated pursuant to other provisions hereof,
Company agrees to employ Executive for the period beginning on the Effective
Date and ending on the third anniversary of the Effective Date. Said term of
employment shall be extended automatically for an additional successive
three-year period as of each annual anniversary date of the Effective Date that
occurs while this Agreement is in effect; provided, however, that if, at any
time prior to any such anniversary date of the Effective Date, either party
shall give written notice to the other that no such automatic extension shall
occur, then Executive's employment shall terminate on the last day of the
three-year period beginning on the annual anniversary date of the Effective Date
that next occurs after such notice is given.
3.2 Company's Right to Terminate. Notwithstanding the provisions
of Section 3.1, Company shallhave the right to terminate Executive's
employment under this Agreement at any time for any of the following
reasons:
(i) Upon Executive's death;
(ii) Upon Executive's becoming incapacitated by accident,
sickness, or other circumstance that renders Executive mentally or
physically incapable of performing the duties and services required of
Executive hereunder on a full-time basis for a period of at least 180
consecutive calendar days;
(iii) For Cause;
(iv) For Executive's material breach of any material provision
of this Agreement which, if correctable, remains uncorrected for thirty
days following written notice to Executive by Company of such breach;
or
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(v) For any other reason whatsoever, in the sole
discretion of the Board of Directors.
3.3 Executive's Right to Terminate. Notwithstanding the
provisions of Section 3.1, Executive shall have the right to terminate
Executive's employment under this Agreement at any time for any of the
following reasons:
(i) A material breach by Company of any material provision of
this Agreement which, if correctable, remains uncorrected for thirty
days following written notice of such breach by Executive to Company;
(ii) For Good Reason; or
(iii) For any other reason whatsoever, in the sole
discretion of Executive.
3.4 Notice of Termination. If Company or Executive desires to terminate
Executive's employment hereunder at any time prior to expiration of the term of
employment as provided in Section 3.1, Company or Executive shall do so by
giving written notice of such termination to the other party and stating the
effective date and reason for such termination; provided, however, that no such
action shall alter or amend any other provisions hereof or rights arising
hereunder, including, without limitation, the provisions of Articles V and VI
hereof.
IV.
Effect of Termination of Employment
4.1 Termination By Expiration of Term. If Executive's employment
hereunder shall terminate upon expiration of the term provided in Section 3.1
hereof, all compensation and all benefits to Executive hereunder shall terminate
contemporaneously with termination of Executive's employment, except for such
benefits as may be required by law.
4.2 Termination By Company. If Executive's employment hereunder shall
be terminated by Company prior to expiration of the term provided in Section
3.1, regardless of the reason therefor, all compensation and benefits to
Executive hereunder shall terminate contemporaneously with the termination of
such employment; provided, however, that if such termination shall be for any
reason other than those encompassed by Section 3.2(i), 3.2(ii), 3.2(iii), or
3.2(iv), Company shall (i) pay Executive, within thirty days after the last day
of Executive's employment with Company, a Termination Payment and (ii) provide
Executive with Severance Benefits; provided further, however, that if
termination is pursuant to Section 3.2(i) or 3.2(ii), the Company will provide
Employee's spouse and dependent children with the benefits covered under Section
8.1(10)(v); and provided further that all outstanding stock options granted by
Company to Executive shall immediately become fully vested and immediately
exercisable in full as provided under Section 8.1(10)(iii).
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4.3 Termination By Executive. If Executive's employment hereunder shall
be terminated by Executive prior to expiration of the term provided in Section
3.1, regardless of the reason therefor, all compensation and benefits to
Executive hereunder shall terminate contemporaneously with the termination of
such employment; provided, however, that Company shall (i) pay Executive, within
thirty days after the last day of Executive's employment with Company, a
Termination Payment and (ii) provide Executive with Severance Benefits.
4.4 Change in Control. If, within three (3) years following the
occurrence of a Change in Control, Executive's employment with Company shall
terminate for any reason, then, in lieu of any Termination Payment or Severance
Benefits pursuant to Section 4.2 or 4.3, Company shall (1) pay Executive, within
thirty days after the last day of Executive's employment with Company, a Change
in Control Payment and (2) provide Executive with Change in Control Benefits.
4.5 Parachute Payment Gross Up. Notwithstanding anything to the
contrary in this Agreement, in the event that any payment or distribution by the
Company to or for the benefit of Executive, whether paid or payable or
distributed or distributable pursuant to the terms of this Agreement or
otherwise (a "Payment"), would be subject to the excise tax imposed by Section
4999 of the Code or any interest or penalties with respect to such excise tax
(such excise tax, together with any such interest or penalties, are hereinafter
collectively referred to as the "Excise Tax"), Company shall pay to Executive an
additional payment (a "Gross-up Payment") in an amount such that after payment
by Executive of all taxes (including any interest or penalties imposed with
respect to such taxes), including any Excise Tax imposed on any Gross-up
Payment, Executive retains an amount of the Gross-up Payment equal to the Excise
Tax imposed upon the Payments. Company shall make an initial determination as to
whether a Gross-up Payment is required and the amount of any such Gross-up
Payment. Executive shall notify Company in writing of any claim by the Internal
Revenue Service which, if successful, would require Company to make a Gross-up
Payment (or a Gross-up Payment in excess of that, if any, initially determined
by Company) within ten days of the receipt of such claim. Company shall notify
Executive in writing at least ten days prior to the due date of any response
required with respect to such claim if it plans to contest the claim. If Company
decides to contest such claim, Executive shall cooperate fully with Company in
such action; provided, however, Company shall bear and pay directly or
indirectly all costs and expenses (including additional interest and penalties)
incurred in connection with such action and shall indemnify and hold Executive
harmless, on an after-tax basis, for any Excise Tax or income tax, including
interest and penalties with respect thereto, imposed as a result of Company's
action. If, as a result of Company's action with respect to a claim, Executive
receives a refund of any amount paid by Company with respect to such claim,
Executive shall promptly pay such refund to Company. If Company fails to timely
notify Executive whether it will contest such claim, or if Company determines
not to contest such claim, Company shall immediately pay to Executive the
portion of such claim, if any, which it has not previously paid to Executive.
4.6 No Duty to Mitigate Losses. Executive shall have no duty to find
new employment following the termination of Executive's employment under
circumstances that require Company to pay any amount to Executive pursuant to
this Article IV. Any salary or
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remuneration received by Executive from a third party for the providing of
personal services (whether by employment or by functioning as an independent
contractor) following the termination of Executive's employment under
circumstances pursuant to which this Article IV apply shall not reduce
Company's obligation to make a payment to Executive (or the amount of any such
payment) pursuant to the terms of this Article IV.
4.7 Liquidated Damages. In light of the difficulties in estimating the
damages for an early termination of this Agreement, Company and Executive hereby
agree that the payments, if any, to be received by Executive pursuant to this
Article IV shall be received by Executive as liquidated damages and not as a
penalty.
4.8 Other Compensation Programs. This Agreement governs the rights and
obligations of Executive and Company with respect to Executive's annual base
salary and certain perquisites of employment. Executive's rights and obligations
both during the term of Executive's employment and thereafter with respect to
stock options, restricted stock, incentive and deferred compensation, life
insurance policies insuring the life of Executive, and other benefits under
plans and programs maintained by Company shall be governed by the separate
agreements, plans, programs, and other documents and instruments governing such
matters, or as may be provided by law.
V.
Protection of Information
5.1 Disclosure to Executive. Company shall (i) disclose to Executive,
or place Executive in a position to have access to or develop, trade secrets or
confidential information of Company or its Affiliates, and/or (ii) entrust
Executive with business opportunities of Company or its Affiliates, and/or (iii)
place Executive in a position to develop business good will on behalf of Company
or its Affiliates.
5.2 Disclosure to and Property of Company. All information, ideas,
concepts, improvements, discoveries, and inventions, whether patentable or not,
which are conceived, made, developed, or acquired by Executive, individually or
in conjunction with others, during Executive's employment by Company (whether
during business hours or otherwise and whether on Company's premises or
otherwise) that relate to Company's business, products, or services (including,
without limitation, all such information relating to corporate opportunities,
research, financial and sales data, pricing terms, evaluations, opinions,
interpretations, acquisitions prospects, the identity of customers or their
requirements, the identity of key contacts within the customer's organizations
or within the organization of acquisition prospects, or marketing and
merchandising techniques, prospective names, and marks) shall be disclosed to
Company and are and shall be the sole and exclusive property of Company.
Moreover, all documents, drawings, memoranda, notes, records, files,
correspondence, manuals, models, specifications, computer programs, E-mail,
voice mail, electronic databases, maps, and all other writings or materials of
any type embodying any of such information, ideas, concepts, improvements,
discoveries, and inventions are and shall be the sole and exclusive property of
Company. Upon termination of
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Executive's employment by Company, for any reason, Executive promptly shall
deliver the same, and all copies thereof, to Company.
5.3 No Unauthorized or Damaging Use or Disclosure. Executive will not,
at any time during or after Executive's employment by Company, make any
unauthorized disclosure of any confidential business information or trade
secrets of Company or its Affiliates, or make any use thereof, except in the
carrying out of Executive's employment responsibilities hereunder. Affiliates of
the Company shall be third party beneficiaries of Executive's obligations under
this Section. As a result of Executive's employment by Company, Executive may
also from time to time have access to, or knowledge of, confidential business
information or trade secrets of third parties, such as customers, suppliers,
partners, joint venturers, and the like, of Company and its Affiliates.
Executive also agrees to preserve and protect the confidentiality of such third
party confidential information and trade secrets to the same extent, and on the
same basis, as Company's confidential business information and trade secrets.
Executive shall refrain, both during the employment relationship and after the
employment relationship terminates, from publishing any oral or written
statements about Company, any of its Affiliates, or any of such entities'
officers, employees, agents, or representatives (i) that are slanderous,
libelous, or defamatory, or (ii) that disclose private or confidential
information about Company, any of its Affiliates, or any of such entities'
business affairs, officers, employees, agents, or representatives, or (iii) that
constitute an intrusion into the seclusion or private lives of Company, any of
its Affiliates, or any of such entities' officers, employees, agents, or
representatives, or (iv) that give rise to unreasonable publicity about the
private lives of Company, any of its Affiliates, or any of such entities'
officers, employees, agents, or representatives, or (v) that place Company, any
of its Affiliates, or any of such entities' officers, employees, agents, or
representatives in a false light before the public, or (vi) that constitute a
misappropriation of the name or likeness of Company, any of its Affiliates, or
any of such entities' officers, employees, agents, or representatives. A
violation or threatened violation of this prohibition may be enjoined by the
courts.
5.4 Ownership by Company. If, during Executive's employment by Company,
Executive creates any work of authorship fixed in any tangible medium of
expression, which is the subject matter of copyright (such as videotapes,
written presentations, or acquisitions, computer programs, E-mail, voice mail,
electronic databases, drawings, maps, architectural renditions, models, manuals,
brochures, or the like) relating to Company's business, products, or services,
whether such work is created solely by Executive or jointly with others (whether
during business hours or otherwise and whether on Company's premises or
otherwise), Company shall be deemed the author of such work if the work is
prepared by Executive in the scope of Executive's employment; or, if the work is
not prepared by Executive within the scope of Executive's employment but is
specially ordered by Company as a contribution to a collective work, as a part
of a motion picture or other audiovisual work, as a translation, as a
supplementary work, as a compilation, or as an instructional text, then the work
shall be considered to be work made for hire and Company shall be the author of
the work. If such work is neither prepared by Executive within the scope of
Executive's employment nor a work specially ordered that is deemed to be a work
made for hire, then Executive hereby agrees to assign, and by these
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presents does assign, to Company all of Executive's worldwide right, title,
and interest in and to such work and all rights of copyright therein.
5.5 Assistance by Executive. Both during the period of Executive's
employment by Company and thereafter, Executive shall assist Company and its
nominee, at any time, in the protection of Company's worldwide right, title, and
interest in and to information, ideas, concepts, improvements, discoveries, and
inventions, and its copyrighted works, including without limitation, the
execution of all formal assignment documents requested by Company or its nominee
and the execution of all lawful oaths and applications for patents and
registration of copyright in the United States and foreign countries.
5.6 Remedies. Executive acknowledges that money damages would not be
sufficient remedy for any breach of this Article by Executive, and Company shall
be entitled to enforce the provisions of this Article by terminating any and all
payments then owing to Executive under this Agreement and/or to specific
performance and injunctive relief as remedies for such breach or any threatened
breach. Such remedies shall not be deemed the exclusive remedies for a breach of
this Article, but shall be in addition to all remedies available at law or in
equity to Company, including the recovery of damages from Executive and his
agents involved in such breach and remedies available to Company pursuant to
other agreements with Executive.
VI.
Noncompetition Obligation
6.1 In General. As part of the consideration for the compensation and
benefits to be paid to Executive hereunder; to protect the trade secrets and
confidential information of Company and its Affiliates that have been and will
in the future be disclosed or entrusted to Executive, the business good will of
Company and its Affiliates that has been and will in the future be developed in
Executive, or the business opportunities that have been and will in the future
be disclosed or entrusted to Executive by Company and its Affiliates; and, as an
additional incentive for Company to enter into this Agreement, Company and
Executive agree to the noncompetition obligations hereunder. Executive shall
not, directly or indirectly for Executive or for others, in any geographic area
or market where Company or any of its Affiliates are conducting any business as
of the date of the termination of the employment relationship or have during the
previous twelve months conducted such business:
(i) Engage in any business competitive with the business
conducted by Company;
(ii) Provide comparable services to any other person,
association, or entity who is primarily engaged in any business
competitive with the business conducted by Company with respect to such
competitive business; or
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(iii) Induce any employee of Company or any of its Affiliates
to terminate his or her employment with Company or such Affiliates, or
hire or assist in the hiring of any such employee by any person,
association, or entity not affiliated with Company.
These noncompetition obligations shall apply during the period that Executive is
employed by Company and, if Executive receives a severance payment from Company
pursuant to Article IV, such obligations shall extend for the duration of the
period during which Executive is receiving any benefits pursuant to this
Agreement after termination of the employment relationship.
6.2 Enforcement and Remedies. Executive understands that the
restrictions set forth in Section 6.1 may limit Executive's ability to engage in
certain businesses anywhere in the world during the period provided for above,
but acknowledges that Executive will receive sufficiently high remuneration and
other benefits under this Agreement to justify such restriction. Executive
acknowledges that money damages would not be sufficient remedy for any breach of
this Article by Executive, and Company shall be entitled to enforce the
provisions of this Article by terminating any payments then owing to Executive
under this Agreement and/or to specific performance and injunctive relief as
remedies for such breach or any threatened breach. Such remedies shall not be
deemed the exclusive remedies for a breach of this Article, but shall be in
addition to all remedies available at law or in equity to Company, including
without limitation, the recovery of damages from Executive and Executive's
agents involved in such breach and remedies available to Company pursuant to
other agreements with Executive.
6.3 Reformation. It is expressly understood and agreed that Company and
Executive consider the restrictions contained in this Article to be reasonable
and necessary to protect the proprietary information of Company. Nevertheless,
if any of the aforesaid restrictions are found by a court having jurisdiction to
be unreasonable, or overly broad as to geographic area or time, or otherwise
unenforceable, the parties intend for the restrictions therein set forth to be
modified by such court so as to be reasonable and enforceable and, as so
modified by the court, to be fully enforced.
VII.
Miscellaneous
7.1 Notices. For purposes of this Agreement, notices and all other
communications provided for herein shall be in writing and shall be deemed to
have been duly given when personally delivered or when mailed by United States
registered or certified mail, return receipt requested, postage prepaid,
addressed as follows:
If to Company to: Core Laboratories N.V.
Xxxxxxxxxxx 000
0000 XX Xxxxxxxxx
Xxx Xxxxxxxxxxx
Attention: Managing Director
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cc: General Counsel
Core Laboratories, Inc.
6316 Windfern
Xxxxxxx, Xxxxx 00000
If to Executive to: Xxxxx Xxx Xxxxx
c/o 0000 Xxxxxxxx
Xxxxxxx, Xxxxx 00000
or to such other address as either party may furnish to the other in writing in
accordance herewith, except that notices or changes of address shall be
effective only upon receipt.
7.2 Applicable Law. This Agreement is entered into under, and
shall be governed for all purposes by, the laws of the state of Texas, except as
may be preempted by federal law.
7.3 No Waiver. No failure by either party hereto at any time to give
notice of any breach by the other party of, or to require compliance with, any
condition or provision of this Agreement shall be deemed a waiver of similar or
dissimilar provisions or conditions at the same or at any prior or subsequent
time.
7.4 Severability. If a court of competent jurisdiction determines that
any provision of this Agreement is invalid or unenforceable, then the invalidity
or unenforceability of that provision shall not affect the validity or
enforceability of any other provision of this Agreement, and all other
provisions shall remain in full force and effect.
7.5 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of which
together will constitute one and the same Agreement.
7.6 Withholding of Taxes and Other Employee Deductions. Company may
withhold from any benefits and payments made pursuant to this Agreement all
federal, state, city, and other taxes as may be required pursuant to any law or
governmental regulation or ruling and all other normal employee deductions made
with respect to Company's employees generally.
7.7 Headings. The Article and Section headings herein have been
inserted for purposes of convenience only and shall not be used for interpretive
purposes.
7.8 Gender and Plurals. Wherever the context so requires,
the masculine gender includes the feminine or neuter, and the singular number
includes the plural and conversely.
7.9 Assignment. This Agreement shall be binding upon and inure to the
benefit of Company and any successor of Company, by merger or otherwise. Except
as provided in the preceding sentence, this Agreement, and the rights and
obligations of the parties hereunder, are personal and neither this Agreement,
nor any right, benefit, or obligation of either party hereto shall be subject to
voluntary or involuntary assignment, alienation, or transfer, whether by
operation of law or otherwise, without the prior written consent of the other
party.
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7.10 Term. This Agreement has a term co-extensive with the term of
employment provided in Section 3.1. Termination shall not affect any right or
obligation of any party which is accrued or vested prior to such termination.
Without limiting the scope of the preceding sentence, the provisions of Articles
V and VI shall survive any termination of the employment relationship and/or of
this Agreement.
7.11 Entire Agreement. This Agreement constitutes the entire agreement
of the parties with regard to the subject matter hereof, and contains all the
covenants, promises, representations, warranties, and agreements between the
parties with respect to employment of Executive by Company. Without limiting the
scope of the preceding sentence, all prior understandings and agreements among
the parties hereto relating to the subject matter hereof are hereby null and
void and of no further force and effect. Any modification of this Agreement will
be effective only if it is in writing and signed by the party to be charged.
VIII.
Definitions
8.1 Definitions. Where the following words and phrases appear in this
Agreement, each shall have the respective meaning set forth below, unless the
context clearly indicates to the contrary.
(1) "Affiliate" shall mean any entity that owns or controls, is owned or
controlled by, or is under common ownership or control with, Core
Laboratories N.V.
(2) "Board of Directors" shall mean the Board of Supervisory Directors of
Core Laboratories N.V.
(3) "Cause" shall mean Executive has been convicted of any felony or a
misdemeanor involving moral turpitude.
(4) "Change in Control" shall mean the purchase or other acquisition by any
person, entity, or group of persons, within the meaning of section
13(d) or 14(d) of the Securities Exchange Act of 1934 ("Act"), or any
comparable successor provisions, of beneficial ownership (within the
meaning of Rule 13d-3 promulgated under the Act) of more than twenty
percent (20%) of either the outstanding shares of common stock or the
combined voting power of Core Laboratories N.V.'s then outstanding
voting securities entitled to vote generally, or the approval by the
stockholders of Core Laboratories N.V. of a reorganization, merger, or
consolidation, in each case, with respect to which persons who were
stockholders of Core Laboratories N.V. immediately prior to such
reorganization, merger or consolidation do not, immediately thereafter,
own more than eighty percent (80%) of the combined voting power
entitled to vote generally in the election of directors of the
reorganized, merged, or consolidated Core Laboratories N.V.'s then
outstanding
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securities, or a liquidation or dissolution of the Company,
or of the sale of all or substantially all of Core Laboratories N.V.'s
assets.
(5) "Change in Control Benefits" shall mean all of the following:
(i) Continued coverage under Company's medical, dental, and
group life insurance plans (or, as the case may be, those
plans of the Affiliate at whose offices Executive spends a
majority of his working time) shall be provided for
Executive and those of Executive's dependents (including
Executive's spouse) who were covered under such plans
on the day prior to Executive's termination of employment
with Company for thirty-six months from the date of such
termination at no cost to Executive or Executive's
dependents; provided, however, that (1) such coverage shall
be subject to all of the terms and conditions of such plans,
including, without limitation, the eligibility provisions,
(2) such coverage shall terminate if and to the extent
Executive or Executive's dependents become covered by the
medical, dental, and life insurance plans of a subsequent
employer (and any such coverage shall be promptly reported to
Company by Executive), (3) if Executive (and/or Executive's
spouse) would have been entitled to retiree medical, dental,
and/or life insurance coverage under Company's plans (or such
Affiliate's plans, as the case may be) had Executive
voluntarily retired on the date of such termination, then such
coverages shall be continued as provided under such plans, and
(4) in the event that continued participation in any such
Company plan (or such Affiliate's plans, as the case may
be) is not permitted by the terms of such plan, Company shall
use its best efforts to arrange, upon comparable terms,
benefits substantially equivalent to those that were provided
under such Company plan (or such Affiliate's plan, as the case
may be).
(ii) Company shall pay to Executive, within thirty days of
Executive's termination of employment, a lump sum cash payment
in an amount equal to the nonvested employer contributions
allocated to Executive's account under the Company 401(k) plan
that are forfeited as a result of Executive's termination of
employment.
(iii) All of the outstanding stock options granted by Company to
Executive shall become fully vested and immediately
exercisable in full upon Executive's termination of employment
and for a period of three months thereafter or for such
greater period as may be provided in the plan or plans
pursuant to which such stock options were granted (but in no
event shall any such stock option be exercisable after the
original term of such stock option).
(iv) Company shall provide Executive with outplacement services at
a cost not to exceed 100% of Executive's annual base salary as
in effect pursuant to Section 2.1 immediately prior to
Executive's termination of employment with Company.
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(v) Notwithstanding the coverage therefore under any other
provision hereof including clause (i) above, (provided that
in no case shall this subsection require Company to provide
duplicative benefits coverage under its own programs).
Executive shall be provided a benefits package (for so long
as Executive or Executive's spouse or dependent children
shall live) including medical, hospital, dental, disability
and life insurance plans and coverage (including supplemental
insurance plans and coverage) for Executive and Executive's
spouse and dependent children at least as favorable (including
premium payments no higher than the lowest employee cost of
such coverage) to Executive (and Executive's spouse and/or
dependent children) as those provided immediately prior to
termination unless, with respect to any particular plan or
coverage, the continuation of such existing plan or coverage
would have material adverse financial or regulatory
consequences for the Company, in which case the plan or
coverage will be provided through one or more individual
insurance plan(s) paid for by Company or be self funded by the
Company with comparable individual coverage at its expense.
(6) "Change in Control Payment" shall mean a lump sum payment in an amount
equal to the sum of (i) 300% of Executive's annual base salary as in
effect pursuant to Section 2.1 immediately prior to Executive's
termination of employment with Company and (ii) three times 45% of the
maximum annual incentive bonus amount pursuant to Section 2.2 that
Executive could have earned for the year during which Executive's
employment with Company terminates.
(7) "Code" shall mean the Internal Revenue Code of 1986, as amended.
(8) "Committee" shall mean the Compensation Committee of the Board of
Directors.
(9) "Company" shall mean Core Laboratories N.V. and its Affiliates.
(10) "Severance Benefits" shall mean all of the following:
(i) Continued coverage under Company's medical, dental, and
group life insurance plans (or, as the case may be, those of
the Affiliate at whose offices Executive spends a majority
of his working time) shall be provided for Executive and
those of Executive's dependents (including Executive's spouse)
who were covered under such plans on the day prior to
Executive's termination of employment with Company for
thirty-six months from the date of such termination at no
cost to Executive or Executive's dependents; (provided,
however, that (1) such coverage shall be subject to all of
the terms and conditions of such plans, including, without
limitation, eligibility provisions, (2) such coverage shall
terminate if and to the extent Executive or Executive's
dependents become covered by the medical, dental, and life
insurance plans of a subsequent employer (and any such
coverage shall be promptly reported to Company by Executive),
(3) if Executive (and/or Executive's spouse) would have been
entitled to retiree medical, dental, and/or life insurance
coverage under Company's plans (or such Affiliate's
plans, as the
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case may be) had Executive voluntarily retired
on the date of such termination, then such coverages shall be
continued as provided under such plans), and (4) in the event
that continued participation in any such Company plan is
not permitted by the terms of such plan, Company shall use its
best efforts to arrange, upon comparable terms, benefits
substantially equivalent to those that were provided under
such Company plan (or such Affiliate's plan, as the case may
be).
(ii) Company shall pay to Executive, within thirty days of
Executive's termination of employment with Company, a lump sum
cash payment in an amount equal to the nonvested employer
contributions allocated to Executive's account under the
Company 401(k) plan that are forfeited as a result of
Executive's termination of employment.
(iii) All of the outstanding stock options granted by Company to
Executive shall become fully vested and immediately
exercisable in full upon Executive's termination of employment
and for a period of three months thereafter or for such
greater period as may be provided in the plan or plans
pursuant to which such stock options were granted (but in no
event shall any such stock option be exercisable after the
original term of such stock option).
(iv) Company shall provide Executive with outplacement services at
a cost not to exceed 100% of Executive's annual base salary as
in effect pursuant to Section 2.1 immediately prior to
Executive's termination of employment with Company.
(v) Notwithstanding the coverage therefore under any other
provision hereof including clause (i) above, (provided that
in no case shall this subsection require Company to provide
duplicative benefits coverage under its own programs).
Executive shall be provided a benefits package (for so long
as Executive or Executive's spouse or dependent children
shall live) including medical, hospital, dental, disability
and life insurance plans and coverage (including
supplemental insurance plans and coverage) for Executive and
Executive's spouse and dependent children at least as
favorable (including premium payments no higher than the
lowest employee cost of such coverage) to Executive (and
Executive's spouse and/or dependent children) as those
provided immediately prior to termination unless, with
respect to any particular plan or coverage, the continuation
of such existing plan or coverage would have material
adverse financial or regulatory consequences for the
Company, in which case the plan or coverage will be provided
through one or more individual insurance plan(s) paid for
by Company or be self funded by the Company with comparable
individual coverage at its expense.
(11) "Effective Date" shall mean August 1, 1998.
(12) "Executive" shall mean Xxxxx Xxx Xxxxx.
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(13) "Good Reason" shall mean termination by Executive of Executive's employment
with Company within sixty days of and in connection with or due to (i) a
significant change in the nature, status, or scope of Executive's duties,
responsibilities, or authorities, (ii) a permanent change and relocation of
Executive's principal place of employment with Company, which is more than fifty
miles away from the prior location, (iii) a material breach by Company of any
material provision of this Agreement which, if correctable, remains uncorrected
for thirty days following written notice of such breach by Executive to Company,
(iv) a material diminution in Executive's participation in bonus, stock option,
incentive award, and other compensation plans provided by Company for executives
with comparable duties, (v) a material diminution in employee benefits
(including but not limited to medical, dental, life insurance, and long-term
disability plans) and perquisites applicable to Executive from the employee
benefits and perquisites provided by Company to executives with comparable
duties, or (vi) in Executive's sole judgment, the scope of Executive's position
or continued employment within Company being no longer appropriate.
(14) "Gross Up Payment" shall mean a payment made pursuant to Section 4.5.
(15) "Original Term" shall mean the original term of this Agreement as
set forth in the first sentence of Section 3.1.
(16) "Termination Payment" shall mean a lump sum payment in an amount equal
to the sum of (i) 200% of Executive's annual base salary as in effect
pursuant to Section 2.1 immediately prior to Executive's termination of
employment with Company and (ii) two times 45% of the maximum annual
incentive bonus amount pursuant to Section 2.2 that Executive could
have earned for the year during which Executive's employment with
Company terminates.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the _____ day of December 2001, to be effective as of the Effective Date.
CORE LABORATORIES N.V.
By: _________________________________
Name: _________________________________
Title: _________________________________
EXECUTIVE
_________________________________
Xxxxx Xxx Xxxxx
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