LUMINEX CORPORATION
FORM OF RESTRICTED SHARE UNIT AGREEMENT
THIS RESTRICTED SHARE UNIT AGREEMENT
(this “Agreement”) is
made and entered into as of the
day of _____, 20_____ (the “Grant Date”),
between Luminex Corporation, a Delaware corporation (the
“Company”), and [employee] (the
“Grantee”). Capitalized terms not otherwise defined
herein shall have the meaning ascribed to such terms in the Luminex
Corporation Amended and Restated 2006 Equity Incentive Plan (the
“Plan”).
WHEREAS , the Company has adopted the Plan, which
permits the issuance of Restricted Share Units; and
WHEREAS , pursuant to the Plan, the Committee
responsible for administering the Plan has granted an award of
Restricted Share Units to the Grantee in his or her capacity as an
employee of the Company or one of its Subsidiaries as provided
herein.
NOW, THEREFORE , in consideration of the mutual covenants
hereinafter set forth and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto, intending to be legally bound
hereby, agree as follows:
1. Grant of
Restricted Share Unit Award .
1.1 The Company hereby grants to the Grantee an
award (the “Award”) of [number]
Restricted Share Units (“RSUs”) on the terms and
conditions set forth in this Agreement and as otherwise provided in
the Plan.
1.2 The Grantee hereby acknowledges receipt of a
copy of the Plan and agrees to be bound by all the terms and
provisions thereof. The terms of this Agreement are governed by the
terms of the Plan, and in the case of any inconsistency between the
terms of this Agreement and the terms of the Plan, the terms of the
Plan shall govern.
1.3 The Grantee’s rights with respect to
the Award shall remain forfeitable at all times prior to the dates
on which the RSUs shall vest in accordance with Section 2
hereof.
2.1 Except as provided in Section 2.3, the
Award shall vest on _____, 20____ with respect to
% of the RSUs, and shall vest with respect to an additional
% of the RSUs on each of the
succeeding one-year anniversaries of such date.
2.2 The Grantee shall be entitled to payment in
respect of each RSU covered by the Award upon the vesting of such
RSU. Subject to the provisions of the Plan, such payment shall be
made through the issuance to the Grantee, as promptly as
practicable following the applicable vesting date (or to the
executors or administrators of Grantee’s estate, as promptly
as practicable after the Company’s receipt of notification of
Grantee’s death, as the case may be), of a stock certificate
for a number of Shares equal to the number of such vested RSUs,
less any Shares withheld to satisfy withholding obligations in
accordance with Section 5 below.
2.3 Except as otherwise determined by the
Committee at or after the grant of the Award hereunder, Grantee
shall forfeit all unpaid RSUs granted hereunder, and all rights of
the Grantee to the Shares payable with respect to such RSUs shall
terminate, without further obligation on the part of the Company,
unless the Grantee remains in the continuous employment (or other
service-providing capacity) of the Company or its Subsidiaries for
the entire period beginning on the Grant Date and ending on the
vest date applicable to such RSUs as provided in Section 2.1.
“Continuous employment” will be deemed to end on the
date on which notice of termination is received by the Grantee (or
such later date as specified in such notice by the Company) or
notice of resignation is given by the Grantee. Notwithstanding the
foregoing, the Award shall automatically vest as to all RSUs
awarded hereunder (as to which such RSUs have not previously
vested) upon the occurrence of termination of the Grante
