Exhibit 10.3
AMENDMENT TO
CORE LABORATORIES
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
WHEREAS, CORE LABORATORIES N.V. and its participating affiliates (the
"Company") have heretofore adopted the CORE LABORATORIES SUPPLEMENTAL EXECUTIVE
RETIREMENT PLAN (the "Plan") for the benefit of certain employees and
independent directors of the Company; and
WHEREAS, the Company desires to amend the Plan in certain respects;
NOW, THEREFORE, the Plan shall be amended as follows, effective as of
February 28, 2003:
1. Section 1.1 is amended by adding thereto new paragraphs (17) and
(18) to read as follows:
"(17)Actuarial Equivalent or Actuarial Equivalence: A lump sum
payment with respect to a Participant that, as of the lump sum
payment date, is actuarially equal in value to the aggregate
amounts of the Participant'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 Internal Revenue Code) and (ii) using an
interest rate that is 80% of the applicable federal rate
(determined under section 1274(d) of the Internal Revenue Code and
the regulations thereunder) compounded annually, for the month in
which the lump sum is paid.
(18) 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
(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. For purposes of this Section
1.1(18), all references to the "Company" shall refer solely to
Core Laboratories N.V. except as expressly provided in clause
(2) of the preceding sentence."
2. Article IV is amended by adding thereto a new Section 4.4 to read
as follows:
"4.4 In lieu of the annual installment payments provided by
Section 4.1, a Participant 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 the Participant beginning on his Retirement
Date (or if such installments have already commenced prior to the
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Change in Control, the Actuarial Equivalent of the remaining
installments due the Participant (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 Participant is an employee or a director of the Company and at
least one year prior to both the date of the Participant's 65th
birthday and the date of the Change in Control.
If the Participant 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 the Participant
(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 the Participant's accrued benefit automatically shall be
forfeited."
3. Section 9.1 is amended in its entirety to read as follows:
"9.1 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 any Participant
or, without the Participant's written consent, adversely affect any of
the Participant'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."
4. Section 9.2 is amended in its entirety to read as follows:
"9.2 The Board may, in its discretion, terminate the Plan in
whole or in part at any time. In the event the Plan is terminated,
notwithstanding any other provision of the Plan, the Board, it its
discretion, may pay each Participant his payable but unpaid vested
accrued Retirement Benefit (or, in the case of a deceased Participant,
such Participant's Designated Beneficiary any payable but unpaid Death
Benefit or Retirement Benefit) either in accordance with Articles IV
and V, 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."
5. As amended hereby, the Plan is specifically ratified and reaffirmed.
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EXECUTED on this 28th day of February, 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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