CORE LABORATORIES N.V.
1995 LONG-TERM INCENTIVE PLAN
(As Amended and Restated Effective as of May 29, 1997)
Performance Share Award
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 a credit of units to a bookkeeping account evidencing rights
to acquire 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 Performance Share Award Restricted Share
Agreement between Participant and the
Company.
(2) "Base Share Value" means the trailing 20-day average closing share
price for the Common Shares or Peer Company Shares, as the case may be,
determined as of the December 31 immediately prior to the first day of
the Performance Period; provided, however, that with respect to the
first Performance Period beginning January 1, 2002, Base Share Value
means the closing share price for the Common Shares or Peer Company
Shares, as the case may be, on December 31, 2001.
(3) "Change in Control" means "Change in Control" as defined in the Plan.
(4) "Date of Grant" means, with respect to each grant of Restricted
Performance Shares, the applicable Date of Grant set forth on Appendix
A of this Agreement.
(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) "Ending Share Value" means the trailing 20-day average closing share
price of the Common Shares or the Peer Company Shares, as the case may
be, determined as of the last day of the Performance Period.
(7) "Forfeiture Restrictions" means the Forfeiture Restrictions as set
forth in Section 3.1 herein.
(8) "Participant" means the individual to whom the Restricted
Performance Shares are granted as specified
above.
(9) "Peer Company" means each of the 15 companies comprising the Oil
Service Sector Index (OSX).
(10) "Peer Company Shares" means the common shares of a Peer Company.
(11) "Performance Period" means, with respect to each grant of Restricted
Performance Shares, the 3-year period set forth on Appendix A of this
Agreement that commences on the Date of Grant.
(12) "Restricted Performance Shares" means the right to acquire Common
Shares issued in Participant's name pursuant to this Agreement, subject
to the Forfeiture Restrictions, and as the context may require, any
such Common Shares so issued in Participant's name.
(13) "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 Performance Shares.
(14) "Total Shareholder Return" means the compound annual rate of return
over the Performance Period for the Company or a Peer Company, as the
case may be, from changes in the trading price of such entity's common
stock and any dividends and other distributions paid by such entity on
its common stock during the Performance Period, calculated by (i)
assuming one share of such entity's common stock is purchased on the
first day of the Performance Period at the Base Share Value, (ii)
assuming that additional shares (or portion of shares) of such entity's
common stock are purchased with any dividends paid on the initial share
and on shares accumulated through the assumed reinvestment of dividends
and other distributions, with such purchase being made on the dividend
or distribution payment date at a price equal to the closing price of
such entity's common stock on such payment or distribution date, (iii)
calculating the aggregate number of shares of such entity's common
stock that would be accumulated over the Performance Period, (iv)
multiplying the number of shares calculated in clause (iii) by the
Ending Share Value, and (v) determining the annual compound rate of
return over the Performance Period between the Base Share Value set
forth in clause (i) and the value resulting from the computation in
clause (iv).
(15) "Vest" means the lapse of the Forfeiture Restrictions with respect to
all or a portion of the Restricted
Performance 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 Performance Shares
2.1 Award of Restricted Performance Shares. Effective as of the Date of Grant,
the Company awards to Participant the right to receive, after and to the extent
the Forfeiture Restrictions lapse, the number of Common Shares set forth on
Appendix A of this Agreement, subject to certain restrictions and shall be
herein referred to as the "Restricted Performance Shares." The rights awarded to
Participant pursuant to this Agreement shall be implemented by a credit to a
bookkeeping account maintained by the Company evidencing the accrual to
Participant of unsecured and unfunded rights to receive the Restricted
Performance Shares, which rights shall be subject to the terms, conditions, and
restrictions set forth in this Agreement and the Plan. Participant hereby
accepts the Restricted Performance Shares and agrees with respect thereto to the
terms and conditions set forth in the Agreement and the Plan.
2.2 Subsequent Awards. In the sole discretion of the Company, subsequent grants
of Restricted Performance Shares to Participant, if any, may be evidenced by
amending Appendix A of this Agreement to reflect such subsequent grant. Any such
subsequent grant of Restricted Performance Shares shall be issued upon
acceptance by Participant and upon satisfaction of the conditions of this
Agreement and the Plan. Participant shall accept any such subsequent grant of
Restricted Performance Shares when issued and agree with respect thereto to the
terms and conditions set forth in the Agreement and the Plan. Regardless of the
number of subsequent grants of Restricted Performance Shares, if any, evidenced
by this Agreement, this Agreement shall be interpreted to apply separately to
each grant of Restricted Performance Shares.
III.
Forfeiture Restrictions
3.1 Forfeiture Restrictions.
(a) The Restricted Performance 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 for reasons other than
death or Disability, Participant shall, for no consideration, forfeit to the
Company all Restricted Performance Shares to the extent then subject to the
Forfeiture Restrictions. In addition, in the event the Company's Total
Shareholder Return over the Performance Period does not equal or exceed the 75th
percentile ranking compared to the Total Shareholder Return of the Peer
Companies, Participant shall, for no consideration, forfeit to the Company the
number of Restricted Performance Shares that do not Vest pursuant to the
provisions of Section 4.1. The prohibition against transfer and the obligation
to forfeit and surrender Restricted Performance Shares to the Company upon (i)
termination of Service for reasons other than death or Disability or (ii) the
Company's Total Shareholder Return over the Performance Period being less than
the 75th percentile ranking compared to the Total Shareholder Return of the Peer
Companies are herein referred to as the "Forfeiture Restrictions."
(b) The Forfeiture Restrictions shall be binding upon and enforceable against
any transferee of Restricted Performance Shares. The prohibitions of this
Section 3.1 shall not apply to the transfer of Restricted Performance 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 Performance Shares
for all purposes of this Agreement.
IV.
Vesting
4.1 Vesting/Lapse of Forfeiture Restrictions. As soon as administratively
practicable after the last day of the Performance Period, the Committee shall
calculate the Total Shareholder Return for the Company and each Peer Company. At
such time and based on the percentile ranking of the Company's Total Shareholder
Return over the Performance Period compared to the Total Shareholder Return of
the Peer Companies, the Restricted Performance Shares shall Vest in accordance
with the following schedule:
Percentile Ranking of Company's Total
Shareholder Return Compared Percentage of Restricted Performance
to Peer Companies Shares Vesting
----------------- --------------
At or above 75th 100%
At or above 50th but less than 75th Interpolated percentage between
20% and 100%
Below 50th 0% 0%
The interpolated percentage referred to in the schedule above shall be
determined by increasing the 20% Vesting percentage fora median percentile
ranking by 3.2% for each whole percentile ranking above the 50th percentile and
rounding the result up to the nearest whole percentage. To illustrate, if the
Company's Total Shareholder Return over the Performance Period ranks in the 52nd
percentile compared to the Total Shareholder Return of the Peer Companies, the
Vesting percentage shall be 27%, which is 26.4% (20% plus 6.4%) rounded up to
the nearest whole percentage.
Notwithstanding any provision of this Section 4.1 to the contrary and except as
provided in Section 4.2 and Section 4.3, no Restricted Performance Shares shall
Vest if Participant's Service is terminated prior to the last day of the
Performance Period for reasons other than death or Disability.
4.2 Acceleration of Vesting. In the event of a Change in Control while
Participant is in the Service of the Company or a Subsidiary, all of the
Restricted Performance Shares shall Vest as of the effective date of such Change
in Control.
4.3 Effect of Termination of Service on Vesting.
(a) Upon termination of Participant's Service for any reason other than death or
Disability, the Restricted Performance Shares shall be immediately forfeited to
the extent not then Vested.
(b) Upon termination of Participant's Service by reason of death or Disability,
the Restricted Performance Shares shall not be immediately forfeited, but rather
may become Vested as provided in Section 4.1 based on the Company's Total
Shareholder Return over the Performance Period.
V.
Delivery of Restricted Performance Shares
5.1 Delivery of Restricted Performance Shares. As soon as practicable after the
Restricted Performance Shares become Vested, and subject to the tax withholding
referred to in Section 7.4, the Company shall deliver to Participant stock
certificates issued in Participant's name for the number of such Vested
Restricted Performance Shares.
VI.
Status of Restricted Performance Shares and Restrictions
6.1 Status of Restricted Performance Shares. With respect to the
status of the Restricted Performance Shares, at the time of execution of this
Agreement Participant understands and agrees to all of the following:
(a) Participant agrees that the Restricted Performance 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 Company may refuse to register the
Restricted Performance 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 (ii) the
Company may give related instructions to its transfer agent, if any, to stop
registration of the Restricted Performance Shares.
6.2 Certificates and Shareholder Rights. Restricted Performance Shares shall not
constitute issued and outstanding shares of Common Shares until issued and
delivered in accordance with this Agreement and the Plan. Prior to the time the
Restricted Performance Shares are issued and delivered, Participant will not
have the right to vote any Restricted Performance Shares, to receive or retain
any dividends or distributions paid or distributed on issued and outstanding
shares of Common Shares or to exercise any other rights, powers and privileges
of a shareholder with respect to any Restricted Performance Shares. In
accordance with the provisions of Article V, the Company shall deliver to
Participant stock certificates issued in Participant's name for the number of
Restricted Performance Shares that have become Vested.
VII.
Miscellaneous
7.1 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.
7.2 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.
7.3 Restrictions on Transfer of Shares. No Restricted Performance 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.
7.4 Withholding of Tax. To the extent that the receipt of Restricted Performance
Shares or the lapse of any Forfeiture Restriction 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.
7.5 No Employment Rights Conferred. No provision of this Agreement shall
confer any right upon Participant to continued employment with the Company or
any Subsidiary.
7.6 Limitation of Rights. No provision of this Agreement shall be construed to
give Participant or any other person any interest in any fund or in any
specified asset or assets of the Company or a Subsidiary.
7.7 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.
7.8 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:____________________________________
APPENDIX A
Performance Share Award
Restricted Share Agreement
AWARD OF RESTRICTED PERFORMANCE SHARES
Number of
Restricted
Performance Performance Performance
Date of Grant Shares Period Begins Period Ends Initial
------------- ------------- ------------- ------------- ---------
January 1, 2002 January 1, 2002 December 31, 2004 _____
_____
_____
_____
