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

Exhibit 10.34

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 January, 2005, 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:

1. 
   Definitions
2. 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. 1. 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.

1. 1. 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 50% 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.
   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.

2. 
   Award of Restricted Performance Shares
3. 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.

3. 
   Forfeiture Restrictions
4. 1. Forfeiture Restrictions .
   2. 1. 1. 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 Disabilit