General Counsel Employment Agreement

Employment Agreement

(Restated as of December 31, 2007)


THIS EMPLOYMENT AGREEMENT (this " Agreement ") is made by and between CORE LABORATORIES N.V. and John D. Denson (" Executive ").


W I T N E S S E T H :


WHEREAS , Executive is currently an employee of Core Laboratories N.V. and/or one or more of its Affiliates (" Company "); and


WHEREAS , the Company desires to continue to employ Executive on the terms and conditions, and for the consideration, hereinafter set forth, and Executive is desirous of continuing to be employed by Company on such terms and conditions, and for such consideration;


NOW, THEREFORE , for and in consideration of the amounts and benefits to be paid and provided to Executive under this Agreement and the mutual promises, covenants, and undertakings contained herein, Core Laboratories N.V. and Executive, each intending to be legally bound, hereby agree as follows:


I.

Employment and Duties


1.1 Employment; Effective Date . Company agrees to employ Executive, and Executive agrees to be employed by Company, beginning as of the Effective Date and continuing for the period of time set forth in Article III of this Agreement, subject to the terms and conditions of this Agreement.


1.2 Position . From and after the Effective Date, Company shall employ Executive in the position of General Counsel , Vice President and Secretary of Company, or in such other comparable executive position as Company and Executive may mutually agree.


1.3 Duties and Services . Executive agrees to serve in the position referred to in Section 1.2 and to perform diligently and to the best of Executive's abilities the duties and services appertaining to such office, as well as such additional duties and services appropriate to such office upon which the parties mutually may agree from time to time. Executive's employment shall also be subject to the policies maintained and established by Company, as the same may be amended from time to time.


1.4 Other Interests . Executive agrees, during the period of Executive's employment by Company, to devote Executive's primary business time, energy, and best efforts to the business and affairs of Company and its Affiliates and not to engage, directly or indirectly, in any other business or businesses, whether or not similar to that of Company, except with the consent of the Board of Directors. The foregoing notwithstanding, the parties recognize and agree that Executive may, without consent of the Board of Directors, engage in charitable, civic, and other business activities that do not conflict with the business and affairs of Company and in passive personal investments, so long as such activities do not interfere with Executive's performance of Executive's duties hereunder.


1.5 Duty of Loyalty . Executive acknowledges and agrees that Executive owes a fiduciary duty of loyalty, fidelity, and allegiance to act at all times in the best interests of Company. In keeping with these duties, Executive shall make full disclosure to Company of all business opportunities pertaining to Company's business and shall not appropriate for Executive's own benefit business opportunities concerning the subject matter of the fiduciary relationship.


II.

Compensation and Benefits


2.1 #9; Base Salary . During the period of this Agreement, Executive shall receive a minimum annual base salary of $312,000. Executive's annual base salary shall be reviewed by the Board of Directors (or a committee thereof) on an annual basis, and, in the sole discretion of the Board of Directors (or such committee), such annual base salary may be increased, but not decreased no less than once every calendar year. Executive's annual base salary shall be paid in equal installments in accordance with the Company's standard policy regarding payment of compensation to executives but no less frequently than monthly.


2.2 Bonuses . Executive shall be eligible to receive an annual bonus of up to 75% of Executive's annual base salary with the amount of such bonus to be determined by the Committee based upon criteria established from time to time by the Committee.


2.3 Employee Benefits . Executive and, to the extent applicable, Executive's spouse, dependents, and beneficiaries shall be allowed to participate in all benefits, plans, and programs, including improvements or modifications of the same, which are now, or may hereafter be, available to other executive employees of Company (or such Affiliate at whose offices Executive spends a majority of his working time, as the case may be). Such benefits, plans, and programs shall include, without limitation, any deferred compensation plan, matching share program, performance share program, profit sharing plan, thrift plan, health insurance or health care plan, life insurance (including any available supplemental insurance), disability insurance (including any available supplemental insurance), pension plan, supplemental retirement plan, stock option plan, vacation and sick leave plan, and the like which may be maintained by Company (or such Affiliate, as the case may be) for Execut ive specifically or for employees of Executive's seniority and position generally. Company shall not, however, by reason of this Section be obligated to institute, maintain, or refrain from changing, amending, or discontinuing, any such benefit, plan, or program, so long as such changes are similarly applicable to executive employees specifically, and no worse than all other employees generally; provided, however, that in the case of any discontinuation of any such benefit, plan or program, Company shall continue to provide such benefit or coverage through one or more individual insurance plan(s) paid for by Company or be self funded by the Company with comparable individual benefits or coverage at its expense.


2.4 Business and Entertainment Expenses . During his employment hereunder, subject to Company's standard policies and procedures with respect to expense reimbursement as applied to its executive employees generally, Company shall reimburse Executive for, or pay on behalf of Executive, reasonable and appropriate expenses incurred by Executive for business-related purposes, including, but not limited to, dues and fees to industry and professional organizations and costs of entertainment and business development.


2.5 Indemnification . Company agrees to indemnify Executive against any and all liabilities arising out of Executive's employment duties to the extent such liabilities are not covered by any insurance maintained by Company or Executive, including any liabilities that are caused by or result from an act or omission constituting the negligence of Executive in the performance of such duties, but excluding liabilities that are caused by or result from Executive's own gross negligence or willful misconduct.


III.

Term and Termination of Employment


3.1 Term . Unless sooner terminated pursuant to other provisions hereof, Company agrees to employ Executive for the period beginning on the Effective Date and ending on the third anniversary of the Effective Date. Said term of employment shall be extended automatically for an additional successive three-year period as of each annual anniversary date of the Effective Date that occurs while this Agreement is in effect; provided, however, that if, at any time prior to any such anniversary date of the Effective Date, either party shall give written notice to the other that no such automatic extension shall occur, then Executive's employment shall terminate on the last day of the three-year period beginning on the annual anniversary date of the Effective Date that next occurs after such notice is given.


3.2 Company's Right to Terminate . Notwithstanding the provisions of Section 3.1, Company shall have the right to terminate Executive's employment under this Agreement at any time for any of the following reasons:


(i) Upon Executive's death;


(ii) Upon Executive's becoming incapacitated by accident, sickness, or other circumstance that renders Executive mentally or physically incapable of performing the duties and services required of Executive hereunder on a full-time basis for a period of at least 180 consecutive calendar days;


(iii) For Cause;


(iv) For Executive's material breach of any material provision of this Agreement which, if correctable, remains uncorrected for thirty days following written notice to Executive by Company of such breach; or


(v) For any other reason whatsoever, in the sole discretion of the Board of Directors.


3.3 Executive's Right to Terminate . Notwithstanding the provisions of Section 3.1, Executive shall have the right to terminate Executive's employment under this Agreement at any time for any of the following reasons:


(i) A material breach by Company of any material provision of this Agreement which, if correctable, remains uncorrected for thirty days following written notice of such breach by Executive to Company;


(ii) For Good Reason; or


(iii) For any other reason whatsoever, in the sole discretion of Executive.


3.4 Notice of Termination . If Company or Executive desires to terminate Executive's employment hereunder at any time prior to expiration of the term of employment as provided in Section 3.1, Company or Executive shall do so by giving written notice of such termination to the other party and stating the effective date and reason for such termination; provided, however, that no such action shall alter or amend any other provisions hereof or rights arising hereunder, including, without limitation, the provisions of Articles V and VI hereof. For all purposes of this Agreement, Executive shall be considered to have terminated employment with Company when Executive incurs a "separation from service" with Company within the meaning of Section 409A(a)(2)(A)(i) of the Code and applicable administrative guidance issued thereunder.


IV.

Effect of Termination of Employment


4.1 Termination By Expiration of Term . If Executive's employment hereunder shall terminate upon expiration of the term provided in Section 3.1 hereof, all compensation and all benefits to Executive hereunder shall terminate contemporaneously with termination of Executive's employment, except for such benefits as may be required by law.


4.2 Termination By Company . If Executive's employment hereunder shall be terminated by Company prior to expiration of the term provided in Section 3.1, regardless of the reason therefor, all compensation and benefits to Executive hereunder shall terminate contemporaneously with the termination of such employment; provided, however, that if such termination shall be for any reason other than those encompassed by Section 3.2(i), 3.2(ii), 3.2(iii), or 3.2(iv), Company shall (i) pay Executive a Termination Payment and (ii) provide Executive with Severance Benefits; provided further, however, that if termination is pursuant to Section 3.2(i) or 3.2(ii), the Company will provide Employee's spouse and dependent children with the benefits covered under Section 8.1(15)(iv); and provided further that all outstanding stock options granted by Company to Executive shall immediately become fully vested and immediately exercisable in full as provided under Section 8.1(15)(ii). The Termination Payment described in the preceding sentence shall be paid by Company to Executive within thirty days after the last day of Executive's employment with Company; provided, however, that, if required to satisfy the provisions of Section 409A(a)(2)(B)(i) of the Code, the portion of the Termination Payment that is in excess of the Grandfathered Severance Amount (with interest on such portion from the date of Executive's termination of employment to the actual date of payment at the prime rate of interest published in The Wall Street Journal on the date of termination of Executive's employment (or if not published on that date, on the next following date when published) (the " Section 409A Interest Rate ")) shall be paid by Company to Executive not earlier than but as soon as practicable on or in any event within five days after the earlier of the date of Executive's death or the date that is six (6) months after the date of termination of Executive's employment (the " Section 409A Paymen t Date "). Executive hereby agrees to be bound by Company's determination of its "specified employees" (as such term is defined in Section 409A of the Code) in accordance with any of the methods permitted under the regulations issued under Section 409A of the Code.


4.3 Termination By Executive . If Executive's employment hereunder shall be terminated by Executive prior to expiration of the term provided in Section 3.1, regardless of the reason therefor, all compensation and benefits to Executive hereunder shall terminate contemporaneously with the termination of such employment; provided, however, that Company shall (i) pay Executive a Termination Payment and (ii) provide Executive with Severance Benefits. The Termination Payment described in the preceding sentence shall be paid by Company to Executive within thirty days after the last day of Executive's employment with Company; provided, however, that, if required to satisfy the provisions of Section 409A(a)(2)(B)(i) of the Code, the portion of the Termination Payment that is in excess of the Grandfathered Severance Amount (with interest on such portion from the date of Executive's termination of employment to the actual date of payment at the Section 409A Interest Rate) shall be paid by Company to Executive not earlier than but as soon as practicable on or in any event within five days after the Section 409A Payment Date.


&# 4.4 Change in Control . If, within three (3) years following the occurrence of a Change in Control, Executive's employment with Company shall terminate for any reason, then, in lieu of any Termination Payment or Severance Benefits pursuant to Section 4.2 or 4.3, Company shall (1) pay Executive a Change in Control Payment and (2) provide Executive with Change in Control Benefits. The Change in Control Payment described in the preceding sentence shall be paid by Company to Executive within thirty days after the last day of Executive's employment with Company; provided, however, that, if required to satisfy the provisions of Section 409A(a)(2)(B)(i) of the Code, the portion of the Termination Payment that is in excess of the Grandfathered Severance Amount (with interest on such portion from the date of Executive's termination of employment to the actual date of payment at the Section 409A Interest Rate) shall be paid by Company to Executive not earlier than but as soon as practicable on or in any event within five days after the Section 409A Payment Date.


4.5 Parachute Payment Gross Up . Notwithstanding anything to the contrary in this Agreement, in the event that any payment or distribution by the Company to or for the benefit of Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (a " Payment "), would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest or penalties, are hereinafter collectively referred to as the " Excise Tax "), Company shall pay to Executive an additional payment (a " Gross-up Payment ") in an amount such that after payment by Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including any Excise Tax imposed on any Gross-up Payment, Executive retains an amount of the Gross-up Payment equal to the Excise Tax imposed upon the Payments. The Gross-up P ayment attributable to a particular Payment shall be made at the time such Payment is made; provided, however, that in no event shall the Gross-up Payment be made later than the end of Executive's taxable year next following Executive's taxable year in which Executive remits the related taxes. Executive shall notify Company in writing of any claim by the Internal Revenue Service which, if successful, would require Company to make a Gross-up Payment (or a Gross-up Payment in excess of that, if any, initially determined by Company) within ten days of the receipt of such claim. Company shall notify Executive in writing at least ten days prior to the due date of any response required with respect to such claim if it plans to contest the claim. If Company decides to contest such claim, Executive shall cooperate fully with Company in such action; provided, however, Company shall bear and pay directly or indirectly all costs and expenses (including additional interest and penalties) incurred in connection with s uch action and shall indemnify and hold Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including interest and penalties with respect thereto, imposed as a result of Company's action. If, as a result of Company's action with respect to a claim, Executive receives a refund of any amount paid by Company with respect to such claim, Executive shall promptly pay such refund to Company. If Company fails to timely notify Executive whether it will contest such claim, or if Company determines not to contest such claim, Company shall immediately pay to Executive the portion of such claim, if any, which it has not previously paid to Executive. All determinations required to be made under this Section 4.5, including, without limitation, whether and when a Gross-up Payment is required and the amount of such Gross-up Payment and the assumptions to be utilized in arriving at such determination, shall be made by the independent public accounting firm used by Company immediately prior to the C hange in Control for purposes of preparing Company's audited financial statements. However, in the event such accounting firm is also serving as an accountant or auditor for the individual, entity or group effecting the Change in Control, Executive may appoint another nationally recognized accounting firm to make the determinations required hereunder.


4.6 #9; No Duty to Mitigate Losses . Executive shall have no duty to find new employment following the termination of Executive's employment under circumstances that require Company to pay any amount to Executive pursuant to this Article IV. Any salary or remuneration received by Executive from a third party for the providing of personal services (whether by employment or by functioning as an independent contractor) following the termination of Executive's employment under circumstances pursuant to which this Article IV apply shall not reduce Company's obligation to make a payment to Executive (or the amount of any such payment) pursuant to the terms of this Article IV.


4.7 Liquidated Damages . In light of the difficulties in estimating the damages for an early termination of this Agreement, Company and Executive hereby agree that the payments, if any, to be received by Executive pursuant to this Article IV shall be received by Executive as liquidated damages and not as a penalty.


4.8 Other Compensation Programs . This Agreement governs the rights and obligations of Executive and Company with respect to Executive's annual base salary and certain perquisites of employment. Executive's rights and obligations both during the term of ...