8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

September 8, 2004 (September 1, 2004)
Date of Report (Date of earliest event reported)

Core Laboratories N.V.

(Exact name of registrant as specified in its charter)

Commission File Number 001-14273

The Netherlands (State or other jurisdiction of Incorporation or organization)	Not Applicable (I.R.S. Employer Identification No.
Herengracht 424 1017 BZ Amsterdam The Netherlands (Address of principal executive offices)	Not Applicable (Zip Code)

Registrant’s telephone number, including area code: (31-20) 420-3191

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 1.01 Entry into Material Definitive Agreement.
	Item 9.01. Financial Statements and Exhibits.
SIGNATURE
EXHIBIT INDEX
Form of Restricted Share Award Program Agreement
Form of Performance Share Award Restricted Share Agreement
Form of Performance Share Award Restricted Share Agreement

Item 1.01 Entry into Material Definitive Agreement.

     On September 1, 2004, Core Laboratories N.V. (the “Company”) issued to its executive officers contingent rights to acquire Common Shares of the Company (the “Restricted Shares”) in the following amounts: David M. Demshur (35,000), Richard L. Bergmark (20,000), John D. Denson (15,000) and Monty L. Davis (5,000). The Restricted Shares were granted pursuant to Restricted Share Award Program Agreements, dated September 1, 2004, between the Company and each of the foregoing executive officers. The Restricted Shares will be forfeited to the Company in the event the executive officer’s employment by the Company is terminated by the Company for cause prior to January 1, 2011. However, the Restricted Shares will become fully vested upon the occurrence of any of the following: (i) the average closing price per Common Share of the Company has been equal to or greater than $25.00 over 20 consecutive trading days at any time during the period beginning on the twenty-first trading day after the first anniversary of the date of grant and ending on the third anniversary of the date of grant, (ii) the average closing price per Common Share of the Company has been equal to or greater than $29.00 over 20 consecutive trading days at any time during the period beginning on the first trading day after the third anniversary of the date of grant and ending on the fifth anniversary of the date of grant, (iii) a change in control of the Company, (iv) the executive officer remains continuously employed by the Company until January 1, 2011, or (v) the executive officer’s employment by the Company is terminated for any reason other than by the Company for cause. A form of Restricted Share Award Program Agreement is filed as Exhibit 10.1 to this Form 8-K.

     On September 1, 2004, the Company also issued contingent rights to acquire Common Shares of the Company, subject to certain forfeiture restrictions (the “Performance Shares”), in the following amounts: David M. Demshur (20,000), Richard L. Bergmark (10,000), John D. Denson (5,000) and Monty L. Davis (10,000). The Performance Shares will become vested if the Company achieves a return on equity during the three-year period beginning on January 1, 2004 (the “Performance Period”) that is at least equal to a pre-established target return. Twenty percent of the Performance Shares will vest if a 12% return on equity is achieved during the Performance Period, and the vesting percentage will increase ratably to the extent the Company’s return on equity exceeds 12%. Full vesting in the Performance Shares will occur if the Company achieves a return on equity of 18% or more during the Performance Period. In order to vest in Performance Shares, the executive officer must be employed by the Company on the last day of the Performance Period unless such employment is terminated by death or disability. Notwithstanding the foregoing, if a change in control of the Company occurs prior to the last day of the Performance Period and while the executive officer is employed by the Company, then all of the executive officer’s Performance Shares will vest as of the date of the change in control. The Performance Shares were granted pursuant to Performance Share Award Restricted Share Agreements (ROE Based), dated September 1, 2004, between the Company and each of the foregoing executive officers. A form of Performance Share Award Restricted Share Agreement (ROE Based) is filed as Exhibit 10.2 to this Form 8-K.

     In addition, on September 1, 2004, the Company amended and restated its form of Performance Share Award Restricted Share Agreement (Restated) pursuant to which the Company awarded contingent rights to acquire Common Shares of the Company, subject to certain forfeiture restrictions, in the following amounts:: David M. Demshur (20,000), Richard L. Bergmark (10,000), John D. Denson (5,000) and Monty L. Davis (10,000). Pursuant to this agreement, the Company will award performance restricted shares if certain targets are obtained. These performance restricted share awards represent the right to receive common shares of the Company in the future. Assuming the employee’s continued employment (or death or disability while employed), these awards vest at the end of a three-year performance period that began on January 1, 2004. None of these awards will vest unless the Company’s Common Shares perform at or above the 50th percentile of the common stock of the companies comprising the Philadelphia Oil Service Sector Index (OSX) at the end of the three-year period. If the Company’s Common Shares perform at or above the 75th percentile of the companies comprising the index at the end of such period, then all of the performance restricted shares will vest. If the Company’s Common Shares perform between the 50th and 75th percentiles of the companies comprising the index, then an interpolated percentage of between 20% and 100% of the performance restricted shares will vest at the end of the three-year period. If a change in control of the Company occurs prior to the last day of the three-year performance period and while the executive officer is employed by the Company, then all of the performance restricted shares will vest as of the date of the change in control. A form of Performance Share Award Restricted Share Agreement (Restated) is filed as Exhibit 10.3 to this Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits. The following exhibits are filed as a part of this report:

Exhibit No.	Description
10.1	Form of Restricted Share Award Program Agreement.
10.2	Form of Performance Share Award Restricted Share Agreement (ROE Based).
10.3	Form of Performance Share Award Restricted Share Agreement (Restated).

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CORE LABORATORIES, N.V.
Date: September 8, 2004	By:	/s/  John D. Denson
		John D. Denson
		Vice President, General Counsel and Secretary

EXHIBIT INDEX

Exhibit No.	Description
10.1	Form of Restricted Share Award Program Agreement.
10.2	Form of Performance Share Award Restricted Share Agreement (ROE Based).
10.3	Form of Performance Share Award Restricted Share Agreement (Restated).

EX-10.1

EXHIBIT 10.1

CORE LABORATORIES N.V.
1995 LONG-TERM INCENTIVE PLAN
(As Amended and Restated Effective as of May 29, 1997)

Restricted Share Award Program Agreement

     THIS AGREEMENT is made as of this 1st day of September, 2004 (the “Date of Grant”), 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 (the “Plan”), by issuing Participant unfunded and unsecured 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 in this Agreement, will have the meanings set forth in the Plan.

(1)	“Acceleration Event” means any of the following: (i) the occurrence of an event that constitutes a Change in Control; (ii) the termination of Participant’s Service by reason of death, Disability or a Termination Not For Cause; (iii) the achievement of the Tier 1 Performance Target at any time during the period beginning on the twenty-first Trading Day after the first anniversary of the Date of Grant and ending on the third anniversary of the Date of Grant; or (iv) the achievement of the Tier 2 Performance Target at any time during the period beginning on the first Trading Day after the third anniversary of the Date of Grant and ending on the fifth anniversary of the Date of Grant.
(2)	“Agreement” means this Restricted Share Award Program Agreement between Participant and the Company.
(3)	“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.
(4)	“Employment Agreement” means that certain Employment Agreement (Restated as of December 31, 2001) between Participant and the Company, as amended.
(5)	“Forfeiture Restrictions” means the Forfeiture Restrictions as set forth in Section 3.1 herein.
(6)	“Market Value per Share” means, as of any specified date, the simple average of the closing price of a Common Share (determined in the principal securities market in the United States in which Common Shares are traded) over the 20 most recent consecutive Trading Days ending on

	the last Trading Day preceding the specified date, adjusted appropriately for any stock splits, stock dividends, reverse stock splits, special dividends or other similar matters as determined by the Committee occurring during or with respect to any relevant measurement period.
(7)	“Restricted 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.
(8)	“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 Shares.
(9)	“Termination Not For Cause” means the termination of Participant’s Service prior to the expiration of the term of the Employment Agreement (i) by Participant for any reason whatsoever or (ii) by the Company for any reason other than those encompassed by Sections 3.2(i), 3.2(ii), 3.2(iii), or 3.2(iv) of the Employment Agreement.
(10)	“Tier 1 Performance Target” means that the Market Value per Share has been equal to or greater than $25.00 at any time during the period beginning on the twenty-first Trading Day after the first anniversary of the Date of Grant and ending on the third anniversary of the Date of Grant. The $25.00 amount set forth in the preceding sentence shall be appropriately adjusted for any stock splits, stock dividends, reverse stock splits, special dividends or other similar matters as determined by the Committee occurring after the Date of Grant.
(11)	“Tier 2 Performance Target” means that the Market Value per Share has been equal to or greater than $29.00 at any time during the period beginning on the first Trading Day after the third anniversary of the Date of Grant and ending on the fifth anniversary of the Date of Grant. The $29.00 amount set forth in the preceding sentence shall be appropriately adjusted for any stock splits, stock dividends, reverse stock splits, special dividends or other similar matters as determined by the Committee occurring after the Date of Grant.
(12)	“Trading Day” means any day during which trading in securities generally occurs in the principal securities market in the United States in which Common Shares are traded.
(13)	“Vesting Start Date” means January 1, 2004.

          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 this Agreement, the text will control. All references to Articles, Sections, and Paragraphs are to this document unless otherwise indicated.

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II.
Award of Restricted Shares

          2.1 Award of Restricted 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,           Common Shares, subject to certain restrictions and shall be herein referred to as the “Restricted Shares.” The rights awarded to Participant pursuant to this Agreement are unsecured and unfunded rights to receive the Restricted Shares, which rights shall be subject to the terms, conditions, and restrictions set forth in this Agreement and the Plan. Participant acknowledges receipt of a copy of the Plan, and agrees that this award of Restricted Shares shall be subject to all of the terms and provisions of the Plan, including future amendments thereto, if any, pursuant to the terms thereof.

III.
Forfeiture Restrictions and Lapse of Forfeiture Restrictions

          3.1 Forfeiture Restrictions. The Restricted 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, and in the event of termination of Participant’s Service for any reason whatsoever other than death, Disability or a Termination Not For Cause, Participant shall, for no consideration, forfeit to the Company all Restricted Shares that are then subject to the Forfeiture Restrictions. The prohibition against transfer and the obligation to forfeit and surrender Restricted Shares to the Company upon termination of Service (other than by reason of death, Disability or a Termination Not for Cause) are herein referred to as the “Forfeiture Restrictions.” The Forfeiture Restrictions shall be binding upon and enforceable against any transferee of Restricted Shares.

          3.2 Lapse of Forfeiture Restrictions. Provided that Participant has been continuously in Service from the Date of Grant through the lapse date described in this sentence, the Forfeiture Restrictions shall lapse with respect to 100% of the Restricted Shares on the seventh annual anniversary of the Vesting Start Date. Notwithstanding the schedule described in the preceding sentence, except to the extent previously forfeited under Section 3.1, the Forfeiture Restrictions shall lapse as to all of the Restricted Shares then subject to the Forfeiture Restrictions upon the occurrence of an Acceleration Event. In addition, if Participant’s Service terminates for any reason whatsoever on the date upon which a Change in Control occurs and Participant has been continuously in Service from the Date of Grant until such termination, then an Acceleration Event shall be deemed to occur upon such termination and the Forfeiture Restrictions shall lapse as to all of the Restricted Shares then subject to the Forfeiture Restrictions.

IV.
Certificates, Corporate Acts and Status of Stock

          4.1 Certificates. Restricted 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 Shares are issued and delivered, Participant will not have the right to vote any Restricted Shares, to receive 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 Shares. As soon as practicable after the Forfeiture Restrictions lapse, and subject to the tax withholding referred to in Section 5.3, a certificate evidencing the Restricted Shares

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shall be issued by the Company in Participant’s name, pursuant to which Participant shall have all of the rights of a shareholder of the Company with respect to the Restricted Shares. No Restricted Shares may be sold, transferred, pledged, exchanged, hypothecated or otherwise disposed of in any manner that violates the Forfeiture Restrictions and any other provisions of this Agreement, and, until the date on which the Forfeiture Restrictions lapse, any such attempted disposition shall be void.

          4.2 Corporate Acts. The existence of the Restricted Shares shall not affect in any way the right or power of the Board or the shareholders of the Company to make or authorize any adjustment, recapitalization, reorganization or other change in the Company’s capital structure or its business, any merger or consolidation of the Company, any issue of debt or equity securities, the dissolution or liquidation of the Company or any sale, lease, exchange or other disposition of all or any part of its assets or business or any other corporate act or proceeding.

          4.3 Status of Stock. Participant agrees that the Restricted Shares issued under this Agreement will not be sold or otherwise disposed of in any manner which would constitute a violation of any applicable federal or state securities laws. Participant agrees that (i) the Company may refuse to register the Restricted 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 Shares. Participant also agrees that the Company shall not be required to transfer on its books and records any shares that have been transferred in violation of this Agreement.

V.
Miscellaneous

          5.1 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. Without limiting the scope of the preceding sentence, it is expressly provided that Participant shall be considered to have terminated Service at the time of the termination of the “Subsidiary” status under the Plan of the entity or other organization that employs Participant.

          5.2 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.

          5.3 Withholding of Tax. To the extent that the receipt of the Restricted Shares or the lapse of any Forfeiture Restriction results in compensation income or wages to Participant for federal, state or local tax purposes, Participant shall deliver to the Company at the time of such receipt or lapse, as the case may be, 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 stock remuneration then or thereafter

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payable to Participant any tax required to be withheld by reason of such resulting compensation income or wages.

          5.4 No Employment Rights Conferred. No provision of this Agreement shall confer any right upon Participant to continued employment with the Company or any Subsidiary.

          5.5 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.

          5.6 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.

          5.7 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:  

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EX-10.2

EXHIBIT 10.2

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
(ROE Based)

          THIS AGREEMENT is made as of this 1^st day of September, 2004, between Core Laboratories N.V., a Dutch limited liability company (the “Company”), and Richard L. Bergmark (“Participant”) in order to carry out the purposes of the Core Laboratories N.V. 1995 Long-Term Incentive Plan, as amended (the “Plan”), by issuing Participant unfunded and unsecured 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 (ROE Based) between Participant and the Company.
(2)	“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.
(3)	“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.
(4)	“EBIT” means, with respect to a Performance Period, the aggregate operating earnings from continuing operations of the Company and its consolidated subsidiaries during such Performance Period, determined prior to the charges, costs, and expenses associated with interest and income taxes. EBIT shall be determined based on the regularly prepared and publicly available consolidated statements of operations of the Company prepared in accordance with GAAP.
(5)	“Ending Shareholders’ Equity” means, with respect to a Performance Period, the total shareholders’ equity in the Company as of the last day of such Performance Period. Ending Shareholders’ Equity shall be determined based on the regularly prepared and publicly available consolidated balance sheet of the Company and its consolidated subsidiaries prepared in accordance with GAAP.

(6)	“Forfeiture Restrictions” means the Forfeiture Restrictions as set forth in Section 3.1 herein.
(7)	“Full Vesting ROE Percentage” means, with respect to each grant of Restricted Performance Shares, the Return on Equity set forth on Appendix A of this Agreement with respect to such grant that must be achieved in order for Participant to Vest 100% in such Restricted Performance Shares in accordance with the schedule set forth in Section 4.1(a) herein.
(8)	“GAAP” means United States generally accepted accounting principles, consistently applied.
(9)	“Incremental Percentage” means, with respect to each grant of Restricted Performance Shares, the amount (expressed as a percentage) equal to A divided by B, where:

A	equals 80%;
B	equals 10 multiplied by C; and
C	equals (i) the Full Vesting ROE Percentage applicable to such Restricted Performance Shares minus (ii) the Threshold Vesting ROE Percentage applicable to such Restricted Performance Shares.

(10)	“Performance Period” means, with respect to each grant of Restricted Performance Shares, the three-year period ending on the date set forth on Appendix A of this Agreement that commences on the Date of Grant.
(11)	“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.
(12)	“Return on Equity” means, with respect to a Performance Period, the amount (expressed as a percentage rounded to one decimal place) determined by dividing (i) the EBIT for such Performance Period by (ii) the Ending Shareholders’ Equity for such Performance Period.
(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)	“Threshold Vesting ROE Percentage” means, with respect to each grant of Restricted Performance Shares, the Return on Equity set forth on Appendix A of this Agreement with respect to such grant that must be achieved in order for Participant to Vest 20% in such Restricted Performance Shares in accordance with the schedule set forth in Section 4.1(a) herein.
(15)	“Vest” means the lapse of the Forfeiture Restrictions with respect to all or a portion of the Restricted Performance Shares.

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          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 this Agreement, 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 are 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 this 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 agrees with respect thereto to the terms and conditions set forth in this 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 Return on Equity for the Performance Period does not equal or exceed the Full Vesting ROE Percentage, 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

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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 Return on Equity for the Performance Period being less than the Full Vesting ROE Percentage 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 therefor 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.

          (a) As soon as administratively practicable after the last day of the Performance Period, the Committee shall determine the EBIT, Ending Shareholders’ Equity and Return on Equity for the Performance Period. The Committee’s determinations pursuant to the preceding sentence shall be certified by the Committee in writing and delivered to the Secretary of the Company. For purposes of the preceding sentence, approved minutes of the Committee meeting in which the certification is made shall be treated as a written certification. At the time of such certification and based on the Return on Equity for the Performance Period, the Restricted Performance Shares shall Vest in accordance with the following schedule (rounded to the nearest whole share):

Return on Equity for the	Percentage of Restricted
Performance Period	Performance Shares Vesting
At or above the Full Vesting ROE Percentage		100	%
Above the Threshold Vesting ROE Percentage but less than the Full Vesting ROE Percentage	Interpolated percentage between 20% and 100%
At the Threshold Vesting ROE Percentage		20	%
Below the Threshold Vesting ROE Percentage		0	%

The interpolated percentage referred to in the schedule above shall be determined by increasing the 20% Vesting percentage for a Return on Equity equal to the Threshold Vesting ROE Percentage by the Incremental Percentage for each one-tenth of one percent (0.1%) by which the Return on Equity exceeds the Threshold Vesting ROE Percentage. To illustrate, if, for the Performance Period, the Full Vesting ROE Percentage is 18.0%, the Threshold Vesting ROE Percentage is 12.0%, and the Return on Equity is 15.6%, then the Incremental Percentage is 1 1/3% (80% divided by (10 multiplied by (18.0% minus 12.0%))). Since the Return on Equity exceeds the Threshold Vesting ROE Percentage in this example by 3.6% (or 36 one-tenth of one percent increments), the Vesting percentage shall be 68% (20% plus (1 1/3% multiplied by 36)).

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          (b) Notwithstanding any provision of Section 4.1(a) 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 prior to the last day of a Performance Period and while Participant is in the Service of the Company or a Subsidiary (or in the event of a termination of Participant’s Service for any reason whatsoever prior to the last day of a Performance Period and upon the date upon which a Change in Control occurs), all of the Restricted Performance Shares with respect to such Performance Period 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 Return on Equity for 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

5

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. Without limiting the scope of the preceding sentence, it is expressly provided that Participant shall be considered to have terminated Service at the time of the termination of the “Subsidiary” status under the Plan of the entity or other organization that employs Participant.

          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.

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          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 its sole managing director, Core Laboratories International B.V.
By:
Name: Title:	Jacobus Schouten Managing Director of Core Laboratories International B.V.

PARTICIPANT
 

By:  

Name: Richard L. Bergmark 

7

APPENDIX A

Performance Share Award
Restricted Share Agreement
(ROE Based)

AWARD OF RESTRICTED PERFORMANCE SHARES

	Number of
	Restricted		Performance
Date of	Performance		Period	Performance	Full Vesting ROE			Threshold Vesting
Grant	Shares		Begins	Period Ends	Percentage			ROE Percentage			Initial
January 1, 2004		10,000	January 1, 2004	December 31, 2006		18.0	%		12.0	%

A-1

EX-10.3

EXHIBIT 10.3

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
[RESTATED]

     THIS AGREEMENT is made as of this 1^st day of September, 2004, between Core Laboratories N.V., a Dutch limited liability company (the “Company”), and Richard L. Bergmark (“Participant”) in order to carry out the purposes of the Core Laboratories N.V. 1995 Long-Term Incentive Plan, as amended (the “Plan”), by issuing Participant unfunded and unsecured 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 three-year period ending on the date 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.

2

     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 this Agreement, 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 are 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 this 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 agrees with respect thereto to the terms and conditions set forth in this 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

3

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 therefor 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. The Committee’s determinations pursuant to the preceding sentence shall be certified by the Committee in writing and delivered to the Secretary of the Company. For purposes of the preceding sentence, approved minutes of the Committee meeting in which the certification is made shall be treated as a written certification. At the time of such certification 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 (rounded to the nearest whole share):

	Percentage of
Percentile Ranking of Company’s Total Shareholder	Restricted Performance
Return Compared 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	%

The interpolated percentage referred to in the schedule above shall be determined by increasing the 20% Vesting percentage for a 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

     4.2 Acceleration of Vesting. In the event of a Change in Control prior to the last day of a Performance Period and while Participant is in the Service of the Company or a Subsidiary (or in the event of a termination of Participant’s Service for any reason whatsoever prior to the last day of a Performance Period and upon the date upon which a Change in Control occurs), all of the Restricted Performance Shares with respect to such Performance Period 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

5

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. Without limiting the scope of the preceding sentence, it is expressly provided that Participant shall be considered to have terminated Service at the time of the termination of the “Subsidiary” status under the Plan of the entity or other organization that employs Participant.

     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.

6

     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 its sole managing director, Core Laboratories International B.V.

By:

Name: Jacobus Schouten

Title: Managing Director of Core Laboratories International B.V.

PARTICIPANT

By:

Name: Richard L. Bergmark

7

APPENDIX A

Performance Share Award

Restricted Share Agreement

AWARD OF RESTRICTED PERFORMANCE SHARES

	Number of
	Restricted	Performance	Performance
Date of Grant	Performance Shares	Period Begins	Period Ends	Initial
January 1, 2002	20,000	January 1, 2002	December 31, 2004
January 1, 2003	20,000	January 1, 2003	December 31, 2005
January 1, 2004	10,000	January 1, 2004	December 31, 2006

A-1