LUMINEX CORPORATION
RESTRICTED SHARE AWARD AGREEMENT
(OFFICERS AND EMPLOYEES)
THIS RESTRICTED SHARE AWARD AGREEMENT
(this “Agreement”) is
made and entered into as of the
day of
, 20_____ (the “Grant Date”), between Luminex
Corporation, a Delaware corporation, (together with its
Subsidiaries, the “Company”), and
(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 shares of the common stock of
Luminex Corporation, par value $0.001 per share (the “Common
Stock”); and
WHEREAS , pursuant to the Plan, the Committee
responsible for administering the Plan has granted an award of
restricted shares to the Grantee 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 Shares .
(a) The Company hereby grants to the
Grantee an award (the “Award”) of
shares of Common Stock (the “Shares” or the
“Restricted Shares”) on the terms and conditions set
forth in this Agreement and as otherwise provided in the
Plan.
(b) The Grantee’s rights with respect
to the Award shall remain forfeitable at all times prior to the
dates on which the restrictions shall lapse in accordance with
Sections 2 and 3 hereof.
2. Terms and
Rights as a Stockholder .
(a) Except as provided herein and subject
to such other exceptions as may be determined by the Committee in
its discretion, the “Restricted Period” for
(_____%) of the Restricted Shares granted herein shall expire on
the each of the succeeding
(_____) anniversaries of the date hereof.
(b) The Grantee shall have all rights of a
stockholder with respect to the Restricted Shares, including the
right to receive dividends and the right to vote such Shares,
subject to the following restrictions:
(i) the Grantee shall not be entitled to
delivery of the stock certificate for any Shares until the
expiration of the Restricted Period as to such Shares and the
fulfillment of any other restrictive conditions set forth
herein;
(ii) none of the Restricted Shares may be
sold, assigned, transferred, pledged, hypothecated or otherwise
encumbered or disposed of during the Restricted Period as to such
Shares and until the fulfillment of any such other restrictive
conditions set forth herein; and
(iii) except as otherwise determined by the
Committee at or after the grant of the Award hereunder, any
Restricted Shares as to which the applicable “Restricted
Period” has not expired or other restrictive conditions have
not been met shall be forfeited, and all rights of the Grantee to
such Shares shall terminate, without further obligation on the part
of the Company, unless the Grantee remains in the continuous
employment (or other servicing-providing capacity) of the Company
or its Subsidiaries for the entire Restricted Period.
(c) Notwithstanding the foregoing, the
Restricted Period shall automatically terminate as to all
Restricted Shares awarded hereunder (as to which such Restricted
Period has not previously terminated) upon the occurrence of
termination of the Grantee’s employment from the Company, a
Subsidiary or Affiliate which results from Grantee’s death or
Disability (to be determined in the sole discretion of the
Committee).
Any Shares, any
other securities of the Company and any other property (except for
cash dividends) distributed with respect to the Restricted Shares
shall be subject to the same restrictions, terms and conditions as
such Restricted Shares.
3. Termination of Restrictions .
Following the termination of the Restricted Period and provided
that all other restrictive conditions set forth herein have been
met, all restrictions set forth in this Agreement or in the Plan
relating to such portion or all, as applicable, of the Restricted
Shares shall lapse as to such portion or all, as applicable, of the
Restricted Shares, and a stock certificate for the appropriate
number of Shares, free of the restrictions and restrictive stock
legend (but subject to any legend appropriate under securities
laws), shall, upon request, be delivered to the Grantee pursuant to
the terms of this Agreement (or, in the case of book-entry Shares,
such restrictions and restricted stock legend shall be removed from
the confirmation and account statements delivered to the Grantee in
book-entry form).
(a) As of the date hereof, certificates
representing the Restricted Shares shall be registered in the name
of the Grantee and held by the Company or transferred to a
custodian appointed by the Company for the account of the Grantee
subject to the terms and conditions of the Plan and shall remain in
the custody of the Company or such custodian until their delivery
to the Grantee as set forth in Section 4(b) hereof or their
forfeiture or reversion to the Company as set forth in Section 2(b)
hereof. Th
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