CORE LABORATORIES N.V.
1995 LONG-TERM INCENTIVE PLAN
(As Amended and Restated Effective as of May 29, 1997)
Executive Share Matching
Restricted Share Agreement
THIS AGREEMENT is made as of this ___day of____________, 200__, between
Core Laboratories N.V., a Dutch limited liability company (the "Company"), and
________________________________ ("Participant") in order to carry out the
purposes of the Core Laboratories N.V. 1995 Long-Term Incentive Plan (as amended
and restated effective as of May 29, 1997) (the "Plan") by issuing Participant
shares of common stock of the Company, subject to certain restrictions, and in
consideration of the mutual agreements and other matters set forth herein and in
the Plan, the Company and Participant hereby agree as follows:
I.
Definitions
1.1 Definitions. Wherever used in this Agreement, the following words and
phrases when capitalized will have the meanings ascribed below, unless the
context clearly indicates to the contrary, and all other capitalized terms used
in this Agreement, which are not defined below, will have the meanings set forth
in the Plan.
(1) "Agreement" means this Executive Share Matching Restricted Share
Agreement between Participant and the Company.
(2) "Cause" means a determination by the Committee that Participant has
been convicted of, or plead nolo contendere to, any felony or a crime
involving moral turpitude.
(3) "Change in Control" means "Change in Control" as defined in the Plan.
(4) "Date of Grant" means _______________, 200__.
(5) "Disability" means a determination by the Committee, based on a written
medical opinion (unless waived by the Committee as unnecessary), that
Participant is permanently incapable of continuing his usual and
customary employment with the Company or any Subsidiary for physical or
mental reasons.
(6) "Forfeiture Restrictions" means the Forfeiture Restrictions as set
forth in Section 5.1 herein.
(7) "Involuntary Termination" means a termination of Participant's Service
that (i) is not initiated in whole or in part by Participant, (ii) is
not a termination as a result of Disability or death, and (iii) is not
consented to by Participant.
(8) "Loan Holding Period" means the 2-year period described in Section 7.2
herein.
(9) "Normal Retirement Date" means the date Participant attains the
age of 60 and completes 10 years of Service.
(10) "Participant" means the individual to whom the Restricted Matching
Shares are granted as specified above.
(11) "Participant's Spouse" means the individual, if any, who is the
spouse of Participant on the Qualifying
Date.
(12) "Qualifying Date" means the earlier of (i) September 15, 2002, or
(ii) the effective date of a Change in
Control.
(13) "Qualifying Shares" means (i) Common Shares purchased and held by
Participant in open market transactions on or before the Qualifying
Date, excluding (A) "leveraged buy-out" Common Shares acquired in
connection with the purchase of Core Laboratories from Western Atlas
International, Inc., and excluding (B) Common Shares received in
connection with the purchase or acquisition of a business by the
Company or a Subsidiary; (ii) Common Shares acquired in open market
purchases and held in Participant's account under the Core Laboratories
Profit Sharing and Retirement Plan or its equivalent on or before the
Qualifying Date; (iii) Common Shares designated to be held in
Participant's account under the Core Laboratories Deferred Compensation
Plan or its equivalent on or before the Qualifying Date; (iv) Common
Shares acquired and held in Participant's individual retirement account
or its equivalent on or before the Qualifying Date; (v) Common Shares
acquired and held in a family trust controlled by Participant or a
family partnership controlled by Participant on or before the
Qualifying Date; and (vi) Common Shares acquired and held by
Participant's Spouse in an account under a 401(k) plan, Xxxxx plan,
individual retirement account, or other similar tax-qualified
retirement savings plan on or before the Qualifying Date.
(14) "Restricted Matching Shares" means the Common Shares hereby issued in
Participant's name pursuant to this Agreement and subject to the
Forfeiture Restrictions.
(15) "Restricted Qualifying Shares" means the Restricted Qualifying Shares
as set forth in Section 3.1 herein.
(16) "Service" means Participant's status as an employee of the Company or a
Subsidiary or a corporation or parent or subsidiary of such corporation
assuming or substituting the Restricted Matching Shares.
(17) "Tax Gross-Up Payment" means the Tax Gross-Up Payment as set forth in
Section 8.2 herein.
(18) "Tax Payment Loan" means the Tax Payment Loan as set forth in Section
7.1 herein.
(19) "Tax Rate" means the highest combined federal and state and local and
foreign income, earnings, Medicare, and any other tax rates applicable
to Participant on the date of determination, net of the reduction in
federal income taxes which could be obtained by deduction of such
state, local, and foreign taxes; provided, however, that the Committee,
in its sole discretion, may adjust (upwards or downwards) the Tax Rate
to more accurately reflect Participant's tax liabilities.
(20) "Vest" means the lapse of the Forfeiture Restrictions with respect to
all or a portion of the Restricted
Matching Shares.
1.2 Number and Gender. Wherever appropriate herein, words used in the singular
will be considered to include the plural, and words used in the plural will be
considered to include the singular. The masculine gender, where appearing
herein, will be deemed to include the feminine gender where appropriate.
1.3 Headings of Articles and Sections. The headings of Articles and Sections
herein are included solely for convenience. If there is any conflict between
such headings and the text of the Plan, the text will control. All references to
Articles, Sections, and Paragraphs are to this document unless otherwise
indicated.
II.
Award of Restricted Matching Shares
Effective as of the Date of Grant, __________ Common Shares, shall be
issued as hereinafter provided in Participant's name subject to certain
restrictions thereon and shall be herein referred to as the "Restricted Matching
Shares." The Restricted Matching Shares shall be issued upon acceptance hereof
by Participant and upon satisfaction of the conditions of this Agreement and the
Plan. Participant hereby accepts the Restricted Matching Shares when issued and
agrees with respect thereto to the terms and conditions set forth in the
Agreement and the Plan.
III.
Ownership and Certification of Qualifying Shares
3.1 Ownership of Qualifying Shares. As a condition of this award of Restricted
Matching Shares, Participant hereby certifies that he owns, as of the Date of
Grant, a number of Qualifying Shares that is at least equal to the number of
Restricted Matching Shares set forth in Article II. The term "Restricted
Qualifying Shares" shall refer to the number of Qualifying Shares owned by
Participant on the Date of Grant that is equal to the number of Restricted
Matching Shares set forth in Article II. For purposes of this Agreement and
notwithstanding any other provision in this Agreement to the contrary, Common
Shares owned by Participant's Spouse shall be deemed to be owned by Participant
for as long as Participant's Spouse owns such Common Shares, without regard to
the marital status of Participant and Participant's Spouse after the Qualifying
Date.
3.2 Certification of Ownership. Participant agrees to periodically submit a
signed certification of his current ownership of Restricted Qualifying Shares
and Restricted Matching Shares, as the Committee may request from time to time.
Such certification shall include information deemed relevant by the Committee,
including, by way of example and not limitation, the number of Restricted
Qualifying Shares owned, the account in which such Shares are deposited or held,
and the dates of purchase or acquisition. Participant also agrees to submit any
supporting documentation that the Committee may request from time to time to
verify ownership of such Shares.
IV.
Award of Additional Restricted Matching Shares
4.1 Award of Additional Restricted Matching Shares. If the number of Restricted
Matching Shares awarded pursuant to Article II is less than 50,000, the Company
agrees to award Participant an additional number of Restricted Matching Shares
equal to (i) the number of Qualifying Shares owned by Participant as of the
Qualifying Date, less (ii) the number of Qualifying Shares owned by Participant
as of the Date of Grant; provided, however, that the combined number of
Restricted Matching Shares under this Agreement and the additional award
pursuant to this Section 4.1, if any, shall in no event exceed 50,000 Restricted
Matching Shares. Notwithstanding any provision in this Section 4.1 to the
contrary, Participant must be employed in good standing by the Company or a
Subsidiary on the Qualifying Date in order to be eligible to receive an award of
additional Restricted Matching Shares pursuant to this Section 4.1.
4.2 Terms of Additional Restricted Matching Shares. The additional Restricted
Matching Shares awarded pursuant to Section 4.1, if any, shall be evidenced by
an Executive Share Matching Restricted Share Agreement that shall provide for
substantially similar terms and conditions as this Agreement. Such additional
Restricted Matching Shares, if any, shall be awarded as soon as administratively
practicable after the Qualifying Date.
V.
Forfeiture Restrictions
5.1 Forfeiture Restrictions.
(a) The Restricted Matching Shares may not be sold, assigned, pledged,
exchanged, hypothecated or otherwise transferred, encumbered or disposed of to
the extent then subject to the Forfeiture Restrictions (as hereinafter defined).
In the event of termination of Participant's Service, Participant shall, for no
consideration, forfeit to the Company all Restricted Matching Shares to the
extent then subject to the Forfeiture Restrictions. In addition, in the event
Participant ceases to maintain continuous ownership of the Restricted Qualifying
Shares, Participant shall, for no consideration, forfeit to the Company the
number of Restricted Matching Shares to the extent then subject to the
Forfeiture Restrictions that is in excess of the number of Qualifying Shares for
which Participant has maintained continuous ownership. The prohibition against
transfer and the obligation to forfeit and surrender Restricted Matching Shares
to the Company upon (i) termination of Service or (ii) failure to maintain
ownership of the Restricted Qualifying Shares are herein referred to as the
"Forfeiture Restrictions."
(b) The Forfeiture Restrictions shall be binding upon and enforceable against
any transferee of Restricted Matching Shares. The prohibitions of this Section
5.1 shall not apply to the transfer of Restricted Matching Shares pursuant to a
plan of reorganization of the Company, but the stock, securities or other
property received in exchange therefore shall also become subject to the
Forfeiture Restrictions and provisions governing the lapsing of such Forfeiture
Restrictions applicable to the original Restricted Matching Shares for all
purposes of this Agreement and the certificates representing such stock,
securities or other property shall be legended to show such restrictions.
VI.
Vesting
6.1 Vesting/Lapse of Forfeiture Restrictions.
(a) Subject to Sections 6.2 and 6.3, the Restricted Matching Shares shall Vest
on the third anniversary of the Date of Grant provided that the following
requirements are satisfied: (i) Participant's Service has been continuous from
the Date of Grant through the third anniversary of the Date of Grant, and (ii)
Participant has maintained continuous ownership of the Restricted Qualifying
Shares from the Date of Grant through the third anniversary of the Date of
Grant.
(b) To the extent that Participant maintains continuous ownership of some, but
not all, of the Restricted Qualifying Shares and has thus forfeited a portion of
the Restricted Matching Shares pursuant to Section 5.1, the Vesting of the
Restricted Matching Shares described in this Section 6.1 shall be with respect
to only the number of Restricted Matching Shares that is equal to the number of
Qualifying Shares which Participant has maintained continuous ownership from the
Date of Grant through the third anniversary of the Date of Grant.
6.2 Acceleration of Vesting.
(a) If Participant's Service terminates (i) on or after Normal Retirement Date,
or (ii) by reason of death, Disability, or Involuntary Termination for reasons
other than Cause, the number of Restricted Matching Shares that is equal to the
number of Qualifying Shares which Participant has maintained continuous
ownership from the Date of Grant through the effective date of such termination
of Participant's Service shall, as of the effective date of such termination of
Participant's Service, become Vested.
(b) In the event of a Change in Control while Participant is in the Service of
the Company or a Subsidiary, the number of Restricted Matching Shares that is
equal to the number of Qualifying Shares which Participant has maintained
continuous ownership from the Date of Grant through the effective date of such
Change in Control shall, as of the effective date of such Change in Control,
become Vested.
6.3 Effect of Termination of Service or Lack of Continuous Ownership on Vesting.
(a) Except as provided in Section 6.2, upon termination of Participant's Service
for any reason, the Restricted Matching Shares shall be immediately forfeited to
the extent not then Vested.
(b) Upon Participant's failure to maintain continuous ownership of the
Restricted Qualifying Shares, the number of Restricted Matching Shares that is
in excess of the number of Qualifying Shares for which Participant has
maintained continuous ownership since the Date of Grant shall be immediately
forfeited to the extent not then Vested.
VII.
Tax Payment Loan
7.1 Tax Payment Loan. Upon the lapsing of the Forfeiture Restrictions,
Participant may be eligible to receive from the Company a loan which is intended
to be used to pay Participant's tax liabilities associated with the Vesting of
the Restricted Matching Shares. The loan described in this Article VII shall be
referred to as the "Tax Payment Loan."
7.2 Conditions for Receiving Tax Payment Loan. In order to receive the Tax
Payment Loan, Participant must (i) be actively employed by the Company or a
Subsidiary, (ii) agree to retain all Restricted Qualifying Shares and Restricted
Matching Shares for 2 years following the date that the Restricted Matching
Shares become Vested (this 2-year period shall be herein referred to as the
"Loan Holding Period"), (iii) agree to provide such information as the Committee
may request for purposes of determining whether to adjust the amount of the Tax
Payment Loan in accordance with Section 7.3, and (iv) agree to execute such
instrument evidencing the terms of the Tax Payment Loan as the Committee may
require, the terms of which shall be consistent with the provisions of this
Article VII.
7.3 Amount of Tax Payment Loan. The Tax Payment Loan shall be an amount equal to
the Tax Rate multiplied by the value of the Restricted Matching Shares as of the
date such Restricted Matching Shares become Vested. Notwithstanding the
foregoing, the Committee, in its sole discretion, may adjust (upwards or
downwards) the amount of the Tax Payment Loan to more accurately reflect the Tax
Rate and the resulting tax liabilities associated with the Vesting of the
Restricted Matching Shares.
7.4 Interest-Free Loan. The Tax Payment Loan shall be interest-free. Participant
understands that, depending on the amount of the Tax Payment Loan, current
federal income tax law may require that the Company report to Participant
"imputed" compensation income equal to a minimum amount of interest on the Tax
Payment Loan. Participant may wish to consult with a tax advisor regarding the
federal income tax consequences associated with obtaining the Tax Payment Loan.
7.5 Term of Tax Payment Loan. Subject to the acceleration of the Tax Payment
Loan pursuant to Section 7.6, the Tax Payment Loan shall be due and payable on
the last day of the Loan Holding Period. No payment shall be required to be made
with respect to the Tax Payment Loan prior to the date that it becomes due and
payable.
7.6 Acceleration of Tax Payment Loan. Notwithstanding any provision in Section
7.5 to the contrary, the Tax Payment Loan shall become immediately due and
payable upon the occurrence of any one of the following events: (i) Participant
sells or disposes of any of the Restricted Qualifying Shares or Restricted
Matching Shares prior to the last day of the Loan Holding Period, (ii)
Participant's Service is voluntarily terminated prior to his Normal Retirement
Date for any reason other than death or Disability, or (iii) Participant's
Service is Involuntary Terminated for Cause.
7.7 Forgiveness of Tax Payment Loan.
(a) Notwithstanding any provision in this Article VII to the contrary, the Tax
Payment Loan shall be forgiven by the Company on the last day of the Loan
Holding Period if the following requirements are satisfied: (i) the Tax Payment
Loan has not become due and payable prior to the last day of the Loan Holding
Period pursuant to Section 7.6, (ii) Participant has been continuously employed
in good standing by the Company or a Subsidiary during the Loan Holding Period,
and (iii) Participant has maintained continuous ownership of all Restricted
Qualifying Shares and all Restricted Matching Shares during the Loan Holding
Period. If the Tax Payment Loan is forgiven pursuant to this Paragraph (a),
Participant shall be entitled to a Tax Gross-Up Payment in accordance with
Section 8.1
(b) Notwithstanding any provision in this Article VII to the contrary, the Tax
Payment Loan shall also be forgiven by the Company if the following requirements
are satisfied: (i) prior to the last day of the Loan Holding Period,
Participant's Service with the Company or a Subsidiary is (A) Involuntarily
Terminated for reasons other than for Cause, (B) terminated on or after Normal
Retirement Date, or (C) terminated by reason of death or Disability, and (ii)
the Tax Payment Loan has not become due and payable pursuant to Section 7.6
prior to the date of such termination of Participant's Service. If the Tax
Payment Loan is forgiven pursuant to this Paragraph (b), Participant shall not
be entitled to a Tax Gross-Up Payment pursuant to Section 8.1. Participant
understands that, under current federal income tax laws, the forgiveness of the
Tax Payment Loan will result in such forgiven amount being treated as taxable
income to Participant.
VIII.
Tax Gross-Up Payment
8.1 Eligibility for Tax Gross-Up Payment.
(a) If the Tax Payment Loan is forgiven pursuant to Section 7.7(a) above, the
Company agrees to pay Participant a Tax Gross-Up Payment.
(b) If the Tax Payment Loan is forgiven pursuant to Section 7.7(b) or becomes
due and payable, Participant shall not be entitled to a Tax Gross-Up Payment.
8.2 Amount of Tax Gross-Up Payment. If Participant is eligible to receive a Tax
Gross-Up Payment pursuant to Section 8.1, the Company shall pay Participant an
amount that is intended to reimburse Participant for tax liabilities resulting
from (i) the forgiveness of the Tax Payment Loan, (ii) the income imputed to
Participant under federal income tax laws as a result of the Tax Payment Loan,
and (iii) the payments described in (i) and (ii) above. This payment, which
shall be referred to as the "Tax Gross-Up Payment," shall be determined by (A)
calculating the sum of the amount of the forgiven Tax Payment Loan plus the
income imputed to Participant under federal income tax laws as a result of the
Tax Payment Loan, (B) multiplying the amount calculated in clause (A) by the Tax
Rate, and (C) dividing the amount calculated in Clause (B) by the Tax Rate.
Notwithstanding the foregoing, the Committee, in its sole discretion, may adjust
(upwards or downwards) the Tax Rate used to calculate the Tax Gross-Up Payment
to more accurately reflect Participant's tax liabilities. Participant agrees to
provide such information as the Committee may request for purposes of
determining whether to adjust such Tax Rate. The Tax Gross-Up Payment shall be
made as soon as administratively practicable after the date the Tax Payment Loan
is forgiven.
IX.
Status of Restricted Matching Shares and Restrictions
9.1 Status of Restricted Matching Shares. With respect to the status of
the Restricted Matching Shares, at the time of execution of this Agreement
Participant understands and agrees to all of the following:
(a) Participant agrees that the Restricted Matching Shares will not be sold or
otherwise disposed of in any manner that would constitute a violation of any
applicable securities laws, whether federal or state.
(b) Participant agrees that (i) the certificates representing the Restricted
Matching Shares may bear such legend or legends as the Committee deems
appropriate in order to reflect the Forfeiture Restrictions and to ensure
compliance with applicable securities laws, (ii) the Company may refuse to
register the Restricted Matching Shares on the stock transfer records of the
Company if such proposed transfer would in the opinion of counsel satisfactory
to the Company constitute a violation of any applicable securities law, and
(iii) the Company may give related instructions to its transfer agent, if any,
to stop registration of the Restricted Matching Shares.
9.2 Certificates and Shareholder Rights. Restricted Matching Shares awarded
pursuant to this Agreement will be represented by a stock certificate registered
in the name of Participant. Participant will have the right to receive non-cash
dividends with respect to Restricted Matching Shares, to vote Restricted
Matching Shares, and to enjoy all other shareholder rights, except that (i)
Participant will not be entitled to delivery of the stock certificate until the
Forfeiture Restrictions have lapsed, (ii) the Company will retain custody of the
Restricted Matching Shares until the Forfeiture Restrictions have lapsed, (iii)
Participant may not sell, transfer, pledge, exchange, hypothecate, or otherwise
dispose of the Restricted Matching Shares until the Forfeiture Restrictions have
lapsed, (iv) a breach of the terms and conditions established by the Committee
pursuant to the Agreement will cause a forfeiture of the Restricted Matching
Shares, and (v) any additional Common Shares or other securities issued or
transferred with respect to the Restricted Matching Shares pursuant to a stock
dividend, stock split, recapitalization, combination of shares, merger,
consolidation, separation or reorganization or any other change in the capital
structure of the Company shall be subject to the same Forfeiture Restrictions on
transfer as the Restricted Matching Shares and shall become Restricted Matching
Shares for purposes of this Agreement. The Company, on the Date of Grant or
anytime thereafter, may require Participant to deliver to the Company a stock
power, endorsed in blank, relating to the Restricted Matching Shares. As soon as
practicable after the expiration of the Forfeiture Restrictions, the Company
shall deliver to Participant the stock certificates and any other property no
longer subject to the Forfeiture Restrictions.
X.
Miscellaneous
10.1 Continuous Ownership of Common Shares. For purposes of this Agreement, and
notwithstanding any provision in this Agreement to the contrary, a Participant
shall be deemed to have maintained continuous ownership of Common Shares to the
extent that such Common Shares are exchanged for other Common Shares (including,
by way of example and not limitation, a transaction in which Common Shares are
used to satisfy all or a portion of the exercise price of an option to acquire
additional Common Shares), but only to the extent that Participant maintains (or
is deemed to have maintained) continuous ownership of the Common Shares received
in such exchange or transaction. Notwithstanding the foregoing, to the extent
that the number of Common Shares received by Participant is greater than the
number of Common Shares given by Participant in such exchange or transaction
(including, by way of example and not limitation, a transaction in which the
number of Common Shares received as a result of the exercise of an option is
greater than the number of Common Shares used to satisfy the exercise price),
such excess number of Common Shares received by Participant may be sold or
otherwise disposed of without affecting the deemed continuous ownership of the
Common Shares that were given in such exchange or transaction.
10.2 Service Relationship. For purposes of this Agreement, any question as to
whether and when there has been a termination of Participant's Service, and the
cause of such termination, shall be determined by the Committee, and its
determination will be final.
10.3 Notices. For purposes of this Agreement, notices and all other
communications provided for herein will be in writing and will be deemed to have
been duly given when personally delivered or (i) if Participant is outside of
the United States at the time of transmission of such notice, when sent by
courier, facsimile, or electronic mail, and (ii) if Participant is within the
United States at the time of transmission of such notice, when mailed by United
States registered or certified mail, return receipt requested, postage prepaid,
addressed to the Company at its principal executive office and to Participant at
the last address filed with the Company or to such other address as either party
may furnish to the other in writing in accordance herewith, except that notices
of changes of address will be effective only upon receipt.
10.4 Election Under Section 83(b) of the Code. In connection with receipt of the
Restricted Matching Shares, Participant understands that Participant should
consult with Participant's tax advisor regarding the advisability of filing with
the Internal Revenue Service an election under section 83(b) of the Code. This
election (which is optional and not required) must be filed no later than 30
days after the date on which Participant is granted the unvested Restricted
Matching Shares. This time period cannot be extended. Failure to file an
election under section 83(b) within the 30-day time period will result in such
election being unavailable to Participant. Participant acknowledges (i) that
Participant has been advised to consult with a tax advisor regarding the tax
consequences in connection with the receipt of the Restricted Matching Shares
and (ii) that timely filing of a section 83(b) election is Participant's sole
responsibility, even if Participant requests the Company or its representative
to file such election on Participant's behalf.
10.5 Restrictions on Transfer of Shares. No Restricted Matching Shares may be
sold, exchanged, transferred (including, without limitation, any transfer to a
nominee or agent of Participant), assigned, pledged, hypothecated, or otherwise
disposed of, including by operation of law, in any manner that violates the
Forfeiture Restrictions and any other provisions of this Agreement, and, until
the date on which such Forfeiture Restrictions lapse, any such attempted
disposition shall be void. The Company shall not be required (i) to transfer on
its books any shares that will have been transferred in violation of this
Agreement or (ii) to treat as owner of such shares, to accord the right to vote
as such owner, or to pay dividends to any transferee to whom such shares will
have been so transferred.
10.6 Withholding of Tax. To the extent that the receipt of Restricted Matching
Shares, the lapse of any Forfeiture Restriction, the receipt of the Tax Payment
Loan, or the forgiveness of the Tax Payment Loan results in compensation income
to Participant for federal or state income tax purposes, Participant shall
deliver to the Company at the time of such event such amount of money or Common
Shares as the Company may require to meet all obligations under applicable tax
laws or regulations, and, if Participant fails to do so, the Company is
authorized to withhold or cause to be withheld from any cash or Common Shares
remuneration then or thereafter payable to Participant any tax required to be
withheld by reason of such resulting compensation income.
10.7 No Employment Rights Conferred. No provision of this Agreement shall
confer any right upon Participant to continued employment with the Company or
any Subsidiary.
10.8 Limitation of Rights. Any liability or obligation of the Company with
respect to a payment or future award under this Agreement shall be based solely
upon any contractual obligations that may be created by this Agreement, and no
such liability or obligation of the Company shall be deemed to be secured by any
pledge or other encumbrance on any property of the Company or a Subsidiary.
10.9 Binding Effect. This Agreement shall be binding upon and inure to
the benefit of any successors to the Company and all persons lawfully claiming
under Participant.
10.10 Governing Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the state of Texas.
IN WITNESS WHEREOF, the Company has caused this Agreement to be duly
executed by its officer thereunto duly authorized, and Participant has executed
this Agreement, all effective as of the Date of Grant.
CORE LABORATORIES N.V.
By: _____________________________________
Name:____________________________________
Title:___________________________________
PARTICIPANT
By: _____________________________________
Name:____________________________________
