CORE LABORATORIES N V
EX 10.4 AMNDT TO DAVID DEMSHUR EMPLOYMENT AGRMNT
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<TYPE>EX-10
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<FILENAME>exhib104.txt
<DESCRIPTION>EX 10.4 AMNDT TO DAVID DEMSHUR EMPLOYMENT AGRMNT
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                                                                Exhibit 10.4

                                  AMENDMENT TO
                              EMPLOYMENT AGREEMENT
                       (Restated as of December 31, 2001)


        WHEREAS, Core Laboratories N.V. and David M. Demshur have heretofore
entered into that certain Employment Agreement (Restated as of December 31,
2001) (the "Agreement"); and

        WHEREAS, the parties desire to amend the Agreement as provided herein;

        NOW, THEREFORE, the Agreement is amended hereby effective as of
February 28, 2003 (the "Effective Date"), as follows:

        1.   Section 4.5 is amended by deleting the second sentence thereof and
        adding the following new sentences to the end of such Section:

             "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
             Change 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."

        2.   Section 6.1 is amended by deleting the last sentence thereof and
        adding the following new sentences to the end of such Section:

                  "The restrictions placed on Executive by this Section 6.1
                  shall apply during the period that Executive is employed by
                  Company and for the two-year period thereafter if Executive's
                  employment with Company is terminated for any reason other
                  than (i) by Executive for a Good Reason or (ii) by Company
                  without Cause. Notwithstanding the foregoing, from and after
                  the date upon which a Change in Control occurs, such
                  restrictions shall cease to apply to Executive except for any
                  period during which he is employed by Company."

        3.   Section 8.1(4) is amended in its entirety to read as follows:

                  `"Change in Control' shall mean (i) a merger of Company with
                  another entity, a consolidation involving Company, or the sale
                  of all or substantially all of the assets of Company to
                  another entity if, in any such case, (A) the holders of equity
                  securities of Company immediately prior to such transaction or

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                  event do not beneficially own immediately after such
                  transaction or event, in substantially the same proportions
                  that they owned the equity securities of 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 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 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 of Directors 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 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 Company or any affiliate of 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 Company
                  has not engaged in a merger or consolidation, Company, or (B)
                  if Company has engaged in a merger or consolidation, the
                  resulting entity, or (iv) a change in the composition of the
                  Board of Directors, 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 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 of Directors" 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 Company as of February 28, 2003,
                  or (B) are elected, or nominated for election, to the Board of
                  Directors with the affirmative votes of at least two-thirds of


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                  the Incumbent Directors at the time of such election or
                  nomination, but Incumbent Director shall not include an
                  individual whose election or nomination occurs as a result of
                  either (A) an actual or threatened election contest (as such
                  terms are used in Rule 14a-11 of Regulation 14A promulgated
                  under the Exchange Act) or (B) an actual or threatened
                  solicitation of proxies or consents by or on behalf of a
                  person other than the Board of Directors. For purposes of this
                  Section 8.1(4), all references to "Company" shall refer solely
                  to Core Laboratories N.V. except as expressly provided in
                  clause (2) of the preceding sentence."

             4.   Section 8.1(5)(iii) is amended in its entirety to read as
                  follows:

                  "All of the outstanding stock options granted by Company to
                  Executive shall become fully vested and immediately
                  exercisable in full upon Executive's termination of employment
                  and shall remain exercisable for a period of 12 months
                  thereafter (three months thereafter in the case of
                  Grandfathered Options) or for such greater period as may be
                  provided in the plan or plans pursuant to which any such stock
                  options were granted (but in no event shall any such stock
                  option be exercisable after the expiration of the original
                  term of such stock option). For purposes of the preceding
                  sentence, the term "Grandfathered Options" means (1) each
                  stock option granted by Company to Executive on or before
                  February 28, 2003, with respect to which the purchase price
                  per share under such stock option is less than the Fair Market
                  Value (as such term is defined in the Core Laboratories N.V.
                  1995 Long-Term Incentive Plan, as amended) per share as of the
                  date of execution of the amendment to this Agreement
                  implementing this provision and (2) each other stock option
                  granted by Company to Executive on or before February 28,
                  2003, that qualifies as an incentive stock option (within the
                  meaning of Section 422 of the Code) and which would cease to
                  qualify as such an incentive stock option if the period during
                  which such stock option could be exercised after termination
                  of employment was extended from three months to 12 months as
                  provided in the preceding sentence."

        5.   Section 8.1(5)(v) is amended by adding thereto a new sentence to
             read as follows:

                  "If the receipt of any benefit or payment under this clause
                  (v) ("Benefit") is taxable to Executive, then Company shall
                  pay to Executive an additional amount in cash ("Additional
                  Payment") equal to all taxes (including any interest or
                  penalties imposed with respect to such taxes) Executive incurs
                  with respect to such Benefit and the Additional Payment."

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        6. Section 8.1(6) is amended in its entirety to read as follows:

                  "`Change in Control Payment' shall mean a lump sum payment in
                  an amount equal to three times the sum of (i) Executive's
                  annual base salary as in effect pursuant to Section 2.1
                  immediately prior to Executive's termination of employment
                  with Company and (ii) the greater of (x) the highest annual
                  bonus earned by Executive during any of the last three fiscal
                  years of Company ending prior to the Change in Control, and
                  (y) 45% of the maximum annual incentive bonus amount pursuant
                  to Section 2.2 that Executive could have earned for the year
                  during which Executive's employment with Company terminates."

        7. Section VII is amended by adding thereto a new Section 7.12 to read
             as follows:

                       "7.12 Legal Fees and Expenses: It is the intent of
                  Company that Executive not be required to bear any legal fees
                  or related expenses associated with the interpretation,
                  enforcement or defense of Executive's rights under this
                  Agreement (by litigation or otherwise) with respect to any
                  termination of his employment on or after a Change in Control.
                  Accordingly, if it should appear to Executive that Company has
                  failed to comply with any of its obligations under this
                  Agreement or in the event that Company or any other person
                  takes or threatens to take any action to declare this
                  Agreement void or unenforceable, or institutes any litigation
                  or other action or proceeding designed to deny, or to recover
                  from, Executive any benefit provided or intended to be
                  provided to Executive hereunder, in each case with respect to
                  his rights or obligations upon or following a termination of
                  his employment on or after a Change in Control, then Company
                  irrevocably authorizes the Executive from time to time to
                  retain counsel of Executive's choice, at the expense of
                  Company, to advise and represent Executive in connection with
                  any such interpretation, enforcement or defense, including,
                  without limitation, the initiation or defense of any
                  litigation or other legal action, whether by or against
                  Company or any director, officer, stockholder or other person
                  affiliated with Company, in any jurisdiction. Notwithstanding
                  any existing or prior attorney-client relationship between
                  Company and such counsel, Company irrevocably consents to
                  Executive entering into an attorney-client relationship with
                  such counsel, and in that connection Company and Executive
                  agree that a confidential relationship will exist between
                  Executive and such counsel. Without regard to whether
                  Executive prevails, in whole or in part, in connection with
                  any of the foregoing, Company will pay and be solely
                  financially responsible for any and all attorneys' fees and
                  related expenses incurred by Executive in connection with any
                  of the foregoing, except to the extent that a final judgment

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                  no longer subject to appeal finds that a claim or defense
                  asserted by Executive was frivolous. In such a case, the
                  portion of such fees and expenses incurred by Executive
                  attributable to such frivolous claim or defense shall become
                  Executive's sole responsibility and any funds advanced by
                  Company with respect to the same shall be promptly returned to
                  Company by Executive without interest."

        8.        As amended hereby, the Agreement is specifically ratified and
                  reaffirmed.

        IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the 28th day of February, 2003, effective for all purposes as of the
Effective Date.

                             CORE LABORATORIES N.V.
                             By Core Laboratories International B.V.,
                             its sole managing director

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                             By:
                                      ------------------------------------------
                                      Jacobus Schouten
                                      Managing Director of Core Laboratories
                                      International B.V.


                                      ------------------------------------------
                                      David M. Demshur





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