Gwendolyn Gresham - Feb 17, 2022 Form 4 Insider Report for CORE LABORATORIES N V (CLB)

Role: SVP
Signature: /s/ Mark Tattoli, Attorney-in-Fact
Stock symbol: CLB
Transactions as of: Feb 17, 2022
Transactions value $: $0
Form type: 4
Date filed: 2/17/2022, 04:09 PM
Previous filing: Jan 4, 2022
Next filing: Jan 4, 2023

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	CLB	Performance Shares	Award	$0	+17.6K		$0.00	17.6K	Feb 17, 2022	Common Shares	17.6K	$0.00	Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	This award vests at the end of a three-year performance period that began on January 1, 2022 and ends on December 31, 2024 (the "Performance Period"). This award survives termination of employment due to death, disability, termination by the Company without cause, termination by the employee for "good reason" (as defined in the employee's employment agreement), or retirement by the employee upon having reached 62 years of age. The shares would vest, if at all, at the end of the Performance Period as follows: (i) 50% of the award will vest if the Company is in the top 50th percentile of Return on Invested Capital (ROIC) among the Bloomberg Peer Group ("BPG"); (ii) 100% of the award will vest if the Company is in the top 75th percentile of ROIC of the BPG; or (iii) 150% of the award will vest if the Company is the top performing ROIC company of the BPG, all as measured and determined by the Compensation Committee at the end of the Performance Period.
F2	These awards will be interpolated on a straight-line basis from the 50th percentile to the 100th percentile. The amount that vests over the 100% of the award up to the maximum 150% of the award, if any, is subject to a reduction of one-half of the final percentage above 100% if absolute Total Share Return for the Performance Period is negative, as measured and determined by the Compensation Committee at the end of the Performance Period.

Content

This award vests at the end of a three-year performance period that began on January 1, 2022 and ends on December 31, 2024 (the "Performance Period"). This award survives termination of employment due to death, disability, termination by the Company without cause, termination by the employee for "good reason" (as defined in the employee's employment agreement), or retirement by the employee upon having reached 62 years of age. The shares would vest, if at all, at the end of the Performance Period as follows: (i) 50% of the award will vest if the Company is in the top 50th percentile of Return on Invested Capital (ROIC) among the Bloomberg Peer Group ("BPG"); (ii) 100% of the award will vest if the Company is in the top 75th percentile of ROIC of the BPG; or (iii) 150% of the award will vest if the Company is the top performing ROIC company of the BPG, all as measured and determined by the Compensation Committee at the end of the Performance Period.

These awards will be interpolated on a straight-line basis from the 50th percentile to the 100th percentile. The amount that vests over the 100% of the award up to the maximum 150% of the award, if any, is subject to a reduction of one-half of the final percentage above 100% if absolute Total Share Return for the Performance Period is negative, as measured and determined by the Compensation Committee at the end of the Performance Period.