(1) 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.
(2) Anniversary Date : Each
anniversary of Executive's Retirement Date.
(3) Board : The Board of
Supervisory Directors of the Company.
(4) 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 (x) an actual or threatened election contest
(as such terms are used in Rule 14a-11 of Regulation 14A
promulgated under the Exchange Act) or (y) an actual or threatened
solicitation of proxies or consents by or on behalf of a person
other than the Board.
Notwithstanding the foregoing, for purposes of
Section 2.7, under no circumstances shall any of the foregoing
events constitute a Change in Control unless such event also
constitutes a change in the ownership or effective control of the
Company, or in the ownership of a substantial portion of the assets
of the Company, within the meaning of section 409A(a)(2)(A)(v) of
the Code (and applicable administrative guidance thereunder).
(5) Change in Control Event : Any
of the following: (i) the occurrence of a Change in Control while
Executive is employed by the Company Group; (ii) the termination of
Executive's employment with the Company Group within the six-month
period ending on the date a Change in Control occurs for a reason
other than Executive's conviction of a felony or a misdemeanor
involving moral turpitude; or (iii) the termination or amendment of
the Plan in a manner that is to the detriment of Executive (or
anyone who would be entitled to benefits hereunder upon the death
of Executive) without Executive's consent if the adoption date or
effective date of such termination or amendment occurs within the
six-month period ending on the date a Change in Control occurs.
(6) Code : The Internal Revenue
Code of 1986, as amended.
(7) Company : Core Laboratories
N.V.
(8) Company Group : The Company
and any subsidiary or affiliate of the Company designated from time
to time by the Committee in its discretion. From January 1, 1999,
through April 30, 2001, the Company Group consisted solely of the
Company and Core Laboratories, Inc. From and after May 1, 2001, the
Company Group shall consist solely of the Company and Core
Laboratories LP.
(9) Committee : The Compensation
Committee of the Board.
(10) Compensation : For each Plan
Year, the total base salary paid by the Company Group to or for the
benefit of Executive for services rendered or labor performed for
the Company Group while Executive is an employee of the Company
Group. Executive's base salary shall be determined by including any
portion thereof that Executive could have received in cash in lieu
of (i) elective deferrals under Code sections 125 and 402(e)(3) and
(ii) deferrals by Executive under a non-qualified deferred
compensation plan maintained by the Company Group.
(11) Date of Hire : April 1,
1998.
(12) Death Benefit : A benefit
calculated under Section 3.2 and paid in accordance with Article
III.
(13) Designated Beneficiary :
Executive's beneficiary or beneficiaries determined in accordance
with Section 8.1.
(14) Effective Date : January 1,
2005, as to this amendment and restatement of the Plan. The
original effective date of the Plan was January 1, 1999.
(15) Executive : Monty L.
Davis.
(16) Final Average Pay : The
average of Executive's annual Compensation for the five consecutive
Plan Years (or, if shorter, all consecutive Plan Years) immediately
preceding the Plan Year in which occurs the earlier of (i) the
termination of Executive's employment with the Company Group or
(ii) the death of Executive; provided, however, that in the event
of a Change in Control prior to the termination of Executive's
employment with the Company Group, "Final Average Pay" shall be the
greater of (i) the average of Executive's annual Compensation for
the five consecutive Plan Years (or, if shorter, all consecutive
Plan Years) immediately preceding the Plan Year in which occurs the
Change in Control or (ii) the average of Executive's annual
Compensation for the five consecutive Plan Years (or, if shorter,
all consecutive Plan Years) immediately preceding the Plan Year in
which occurs the earlier of (1) the termination of Executive's
employment with the Company Group or (2) the death of
Executive.
(17) Grandfathered Benefit : A
benefit calculated under Section 2.2 determined as if Executive had
terminated employment with the Company Group immediately prior to
the Effective Date and without regard to (i) any Compensation
earned by Executive after December 31, 2004, or (ii) months of
Executive's employment with the Company Group completed after
December 31, 2004; provided, however, that in no event shall such
benefit be greater than the maximum grandfathered benefit permitted
with respect to the Plan determined under the provisions of section
409A of the Code (and the administrative guidance thereunder that
is applicable to the determination of amounts deferred under a
nonaccount balance plan prior to the Effective Date and the
earnings thereon, including Treasury regulation section
1.409A-6(a)(3)(i) and (iv)). For purposes of making any present
value calculations required in accordance with the proviso of the
preceding sentence as of December 31, 2004 or any other date the
benefit is valued for purposes of determining the Grandfathered
Benefit, the actuarial assumptions specified in Section 1.1(1) that
would have applied if the payment date described in such Section
was December 31, 2004 shall be used.
(18) Insolvent : The Company
either (i) is unable to pay its debts as they become due or (ii) is
subject to a pending proceeding as a debtor under the United States
Bankruptcy Code (or any successor federal statute).
(19) Non-Grandfathered Benefit :
The portion of the Retirement Benefit that is in excess of the
Grandfathered Benefit.
(20) Plan : This Core Laboratories
Supplemental Executive Retirement Plan, as amended from time to
time.
(21) Plan Year : The
twelve-consecutive month period commencing January 1 of each
year.
(22) Retirement Benefit : A
benefit calculated under Section 2.2 and paid in accordance with
Article II.
(23) Retirement Date : The later
of (i) the first date after January 1, 1999, on which Executive
incurs a Termination of Service or (ii) the date Executive attains
the age of sixty-five.
(24) Termination of Service :
Executive's separation from service with the Company and its
affiliates with the meaning of section 409A(a)(2)(A)(i) of the Code
(and applicable administrative guidance thereunder).
(25) Trust : The trust, if any,
established under the Trust Agreement.
(26) Trust Agreement : The
agreement, if any, entered into between the Company and the Trustee
pursuant to Section 6.2.
(27) Trustee : An independent
third party that may be granted corporate trustee powers under
state law and which has been appointed by the Board to be the
trustee qualified and acting under the Trust Agreement at any
time.
(28) Years of Accrual Service :
The total of all completed months of Executive's employment with
(i) the Company Group commencing on his Date of Hire and (ii)
Dresser Industries, Inc. and Western Atlas, Inc. for periods prior
to his Date of Hire (which totals 193 months prior to his Date of
Hire), and ending (1) for purposes of calculating Executive's
Retirement Benefit, on the first date after January 1, 1999,
on which Executive is not employed by the Company Group and (2) for
purposes of calculating Executive's Death Benefit, on the date of
Executive's death, in either case divided by twelve.
