Exhibit 10.2
AMENDMENT
TO CORE LABORATORIES
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
WHEREAS, Core Laboratories N.V. (the "Company") and ("Executive") have
entered into that certain Core Laboratories Supplemental Executive Retirement
Plan, as amended (the "SERP"); and
WHEREAS, the Company and Executive desire to amend the SERP in certain
respects;
NOW, THEREFORE, the SERP is amended hereby effective as of February 28,
2003, as follows:
1. The text of Section 1.1(4) is amended in its entirety to read as
follows:
"Change in Control: Any of the following: (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
Securities Exchange Act of 1934, as amended (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
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(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."
2. Section 1.1 is amended by adding thereto a new paragraph (27) to read
as follows:
"(27) Actuarial Equivalent or Actuarial Equivalence: A lump
sum payment that, as of the lump sum payment date, is
actuarially equal in value to the aggregate amounts of
Executive's vested accrued benefit expected to be received
under the annual installment form of payment based upon
(i) the Applicable Mortality Table (as defined in section
417(e)(3)(A)(ii)(I) of the Code) and (ii) using an interest
rate that is 80% of the applicable federal rate (determined
under section 1274(d) of the Code and the regulations
thereunder) compounded annually, for the month in which the
lump sum is paid."
3. Article II is amended by adding thereto a new Section 2.6 to read as
follows:
"2.6 Change in Control Lump Sum Elections. In lieu of
the annual installment payments provided by Section 2.3,
Executive may irrevocably elect (in such manner as proscribed
by the Committee) to receive his accrued benefit paid in a
single lump sum payment on or as soon as administratively
feasible following a Change in Control. Such lump sum shall be
an amount that is the Actuarial Equivalent of the installment
payments that would otherwise be payable to Executive
beginning on his Retirement Date (or if such installments have
already commenced prior to the Change in Control, the
Actuarial Equivalent of the remaining installments due
Executive (or his Designated Beneficiary if he has died prior
to the Change in Control)). Except as provided in the
following paragraph, to be effective, the election must be
made while the Executive is an employee or a director of the
Company and at least one year prior to both the date of
Executive's 65th birthday and the date of the Change in
Control.
If Executive has not timely made the election
provided in the preceding paragraph, or is not eligible to
make such election as provided in the last sentence of such
paragraph, then Executive (or, if deceased at the time of the
Change in Control, his Designated Beneficiary) may irrevocably
elect (in such manner as proscribed by the Committee) to
receive a lump sum payment on or as soon as administratively
feasible after the Change in Control (or, if the election is
made following the Change in Control, as soon as
administratively feasible after the election). The lump sum
shall be an amount equal to 90% of the Actuarial Equivalence
of his then accrued benefit (or, if it is already in pay
status, the accrued benefit remaining to be paid). Upon such
lump sum payment, the remaining portion of Executive's accrued
benefit automatically shall be forfeited."
4. Section 7.1 is amended in its entirety to read as follows:
"7.1 Amendment. The Board may, in its discretion,
amend the Plan, in whole or in part, at any time; provided,
however, that no amendment shall be made that would reduce the
accrued benefit of Executive or, without Executive's written
consent, adversely affect any of Executive's rights (vested or
contingent) hereunder with respect to his accrued benefit,
including, without limitation, the timing and the form of
payment of such benefit and the definition of Actuarial
Equivalent used to determine the lump sum present value of his
accrued benefit."
5. Section 7.2 is amended in its entirety to read as follows:
"7.2 Termination. The Board may, in its discretion,
terminate the Plan in whole or in part at any time; provided,
however, if Executive is then employed by the Company Group or
any affiliate of the Company Group, he automatically shall
acquire a 100% Vested Interest in his accrued benefit. In the
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event the Plan is terminated, notwithstanding any other
provision of the Plan, the Board, it its discretion, may pay
Executive his payable but unpaid vested accrued Retirement
Benefit (or, in the case of Executive's death, Executive's
Designated Beneficiary any payable but unpaid Death Benefit or
Retirement Benefit) either in accordance with Article II or
III, as applicable, or in any other manner the Board deems
appropriate, including, without limitation, a lump sum payment
that is the Actuarial Equivalent of such unpaid Retirement
Benefit or Death Benefit."
6. As amended hereby, the SERP is specifically ratified and reaffirmed.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment
effective for all purposes as of February 28, 2003.
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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