Exhibit 10.1
AMENDMENT TO
CORE LABORATORIES N.V.
1995 LONG-TERM INCENTIVE PLAN
(As Amended and Restated Effective as of May 29, 1997)
WHEREAS, Core Laboratories N.V. (the "Company") has heretofore
adopted the Core Laboratories N.V. 1995 Long-Term Incentive Plan (As Amended
and Restated Effective as of May 29, 1997) (the "Plan"); and
WHEREAS, the Company desires to amend the Plan in certain respects;
NOW, THEREFORE, the Plan is amended hereby as follows:
1. Effective as of May 29, 1997, the definition of the term "Committee"
shall be deleted from Section 2 and the following shall be substituted
therefor:
"`Committee' means a committee or subcommittee appointed by the
Board to administer the Plan, which committee or subcommittee shall
be comprised solely of two or more individuals who qualify as
"Non-Employee Directors" within the meaning of Rule 16b-3."
2. Effective as of February 28, 2003, the text of Section 7(c) is
deleted and replaced with the following:
"A stock option shall become fully exercisable and
restrictions on Restricted Shares shall lapse upon a Change in
Control (as hereinafter defined) of the Company. Change in
Control shall mean (i) a merger of the Company with another
entity, a consolidation involving the Company, or the sale of
all or substantially all of the assets of the Company to
another entity if, in any such case, (A) the holders of equity
securities of the Company immediately prior to such
transaction or event do not beneficially own immediately after
such transaction or event, in substantially the same
proportions that they owned the equity securities of the
Company immediately prior to such transaction or event, 50% or
more of the common equity of the resulting entity, (B) the
holders of equity securities of the Company immediately prior
to such transaction or event do not beneficially own
immediately after such transaction or event, in substantially
the same proportions that they owned the equity securities of
the Company immediately prior to such transaction or event,
equity securities of the resulting entity entitled to 50% or
more of the votes then eligible to be cast in the election of
directors generally (or comparable governing body) of the
resulting entity, or (C) the persons who were members of the
Board immediately prior to such transaction or event shall not
constitute at least a majority of the board of directors of
the resulting entity immediately after such transaction or
event, (ii) shareholder approval of a plan of dissolution or
liquidation of the Company, (iii) when any person or entity,
including a "group" as contemplated by Section 13(d)(3) of the
Exchange Act, (other than a trustee or other fiduciary holding
securities under an employee benefit plan of the Company or
any affiliate of the Company), acquires or gains ownership or
control (including, without limitation, power to vote) of more
than 30% of the combined voting power of the outstanding
securities of, (A) if the Company has not engaged in a merger
or consolidation, the Company, or (B) if the Company has
engaged in a merger or consolidation, the resulting entity, or
(iv) a change in the composition of the Board, as a result of
which fewer than a majority of the supervisory directors are
Incumbent Directors. For purposes of the preceding sentence,
(1) "resulting entity" in the context of a transaction or
event that is a merger, consolidation or sale of all or
substantially all assets shall mean the surviving entity (or
acquiring entity in the case of an asset sale) unless the
surviving entity (or acquiring entity in the case of an asset
sale) is a subsidiary of another entity and the holders of
common equity of the Company receive capital stock of such
other entity in such transaction or event, in which event the
resulting entity shall be such other entity, (2) subsequent to
the consummation of a merger or consolidation that does not
constitute a Change in Control, the term "Company" shall refer
to the resulting entity and the term "Board" shall refer to
the board of directors (or comparable governing body) of the
resulting entity, and (3) "Incumbent Directors" shall mean
directors who either (A) are directors of the Company as of
February 28, 2003, or (B) are elected, or nominated for
election, to the Board with the affirmative votes of at least
two-thirds of the Incumbent Directors at the time of such
election or nomination, but Incumbent Director shall not
include an individual whose election or nomination occurs as a
result of either (A) an actual or threatened election contest
(as such terms are used in Rule 14a-11 of Regulation 14A
promulgated under the Exchange Act) or (B) an actual or
threatened solicitation of proxies or consents by or on behalf
of a person other than the Board."
3. Effective as of February 28, 2003, Section 17 is deleted in its
entirety; provided, however, this deletion of Section 17 shall not
apply to a Participant's Awards outstanding on the effective date of
this Amendment unless the Participant consents to the application of
this Amendment to such Awards.
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4. As amended hereby, the Plan is specifically ratified and reaffirmed.
CORE LABORATORIES N.V.
By Core Laboratories International B.V.,
its sole managing director
By:
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Jacobus Schouten
Managing Director of Core Laboratories
International B.V.
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