LUMINEX CORPORATION
RESTRICTED SHARE UNIT AGREEMENT
(DIRECTOR FORM)
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 [director] (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, the Grantee has elected to receive all
or a portion of Grantee’s retainers for services as a
director of the Company (a “Director”) in the form of a
Restricted Share Unit award.
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 This Agreement shall be construed in
accordance and consistent with, and subject to, the terms of the
Plan; and, except as otherwise expressly set forth herein, the
capitalized terms used in this Agreement shall have the same
meanings as are set forth in the Plan.
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. This Award may not be assigned, alienated, pledged,
attached, sold or otherwise transferred or encumbered by Grantee
other than by will or the laws of descent and
distribution.
2.1 Except as provided in Section 2.3, the
Award shall vest in its entirety on the date of the next annual
meeting [for new directors: “one year from the date of
grant”] .
2.2 Unless otherwise elected by the Grantee
pursuant to an election form provided by the Company (the
“Election Form”), the Grantee shall be entitled to
payment, at the time of Grantee’s termination of (or removal
from) service as a Director, in respect of all RSUs covered by the
Award that are then vested. Subject to the provisions of the Plan,
any payment of RSUs pursuant to this Agreement shall be made
through the issuance to the Grantee (or to the executors or
administrators of Grantee’s estate, 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. Settlement of the RSUs shall be made
within 90 days (with the date of payment selected by the
Company in its sole discretion) of the Grantee’s termination
of service as a Director or such other payment date selected by the
Grantee pursuant to a properly executed Election Form.
2.3 Except as otherwise determined by the Board
at or after the grant of the Award hereunder, Grantee shall forfeit
all 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 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 or removal
from the Board of Directors 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,
this Award shall automatically vest as to all RSUs awarded
hereunder (as to which such RSUs have not previously vested) upon
(i) the occurrence of a “change in control” (as
such term is defined under Section 1.409A-3(i)(5) or the
Treasury Regulations) or (ii) the occurrence of termination of
the Grantee’s service as a Director which results from
Grantee’s (A) death or (B) “disability” (as
such term is defined under Section 1.409A-3(i)(4) of the
Treasury Regulations).
2.4 Notwithstanding anything to the contrary in
this Agreement, if (i) on the date Grantee&r
