INDEMNIFICATION AGREEMENT

exhibit 10.1

DRAFT
INDEMNIFICATION AGREEMENT

      THIS INDEMNIFICATION AGREEMENT (the “ Agreement ”) is made and entered into as of the ___ day of                      , 2008, by and between LUMINEX CORPORATION, a Delaware corporation (the “ Company ”), and the undersigned (“ Indemnitee ”).

RECITALS

      WHEREAS, it is essential to the Company that it attract and retain as directors and officers the most capable persons available; and

      WHEREAS, both the Company and Indemnitee recognize the increased risk of litigation and other claims being asserted against directors and officers of public companies in the current environment; and

      WHEREAS , the Indemnitee is currently serving/is willing to serve as a director and/or officer of the Company and is willing to continue serving in such capacity if Indemnitee is adequately protected against the risks associated with such service; and

      WHEREAS, Section 145 of the General Corporation Law of the State of Delaware (the “ DGCL ”), under which law the Company is organized, empowers a corporation to indemnify a person serving as a director or officer of the Company and a person who serves at the request of the company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, or other enterprise, and Section 145 of the DGCL and the certificate of incorporation of the Company specify that the indemnification set forth in Section 145 and in the certificate of incorporation, respectively, shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any law (common or statutory), agreement, vote of stockholders or disinterested directors or otherwise; and

      WHEREAS, the Company and the Indemnitee have concluded that the indemnities available under the Company’s certificate of incorporation, bylaws and any insurance now or hereafter in effect need to be supplemented to more fully protect the Indemnitee against the risks associated with the Indemnitee’s service to the Company; and

      WHEREAS, in recognition of Indemnitee’s need for additional protection against personal liability in order to enhance Indemnitee’s service to the Company in an effective manner, and in order to induce Indemnitee to continue to provide services to the Company as a director and/or officer thereof, the Company wishes to provide in this Agreement for the indemnification of Indemnitee to the fullest extent permitted by the DGCL and as set forth in this Agreement.

      NOW THEREFORE, in consideration of the foregoing, the covenants contained herein and Indemnitee’s continued service to the Company, the Company and Indemnitee, intending to be legally bound, hereby agree as follows:

     Section 1. Definitions . The following terms, as used herein, shall have the following respective meanings:

     “ Affiliate ” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting

securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings relative to the foregoing.

     “ Change in Control ” shall be deemed to have taken place if: (i) any person or group of persons (as such term is defined in Rule 13d-5(b)(1) promulgated under the Exchange Act) acquires shares carrying more than fifty percent (50%) of the voting rights at general meetings of the Company, (ii) the stockholders of the Company approve a merger or consolidation of the Company with any other company, other than (x) a merger or consolidation which actually results in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than fifty percent (50%) of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or (y) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no person or group of persons acquires more than fifty percent (50%) of the combined voting power of the Company’s then outstanding securities, (iii) the stockholders of the Company approve a plan of complete liquidation of the Company or an arrangement for the sale or disposition of the Company or all or substantially all of the Company’s overall assets or any transaction having a similar effect; (iv) individuals who constitute the Incumbent Board cease for any reason to constitute at least a majority of the Board; provided , however , that any individual becoming a director subsequent to the date of this Agreement whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual who was designated by a Person who has entered into an agreement with the Company to effect a transaction described in clause (i), (ii) or (iii) of this definition or whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Incumbent Board; or (v) there occurs any other event of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or a response to any similar item on any similar schedule or form promulgated under the Exchange Act), whether or not the Company is then subject to such reporting requirement; provided , that no Change in Control shall be deemed to result from any corporate changes to the Company’s certificate of incorporation or by-laws at the Company not resulting from one of the events specified above or from any change in the relative rights and powers of one or more classes of the Company’s capital stock whether effected by contract or otherwise, in each case to the extent that they result from or are related to the settlement of any criminal or civil litigation or do not result in the occurrence of any of the events specified in clauses (i) through (v) of this definition.

     “ Claim ” means (a) any threatened, pending or completed action, suit, proceeding or arbitration or other alternative dispute resolution mechanism, or (b) any inquiry, hearing or investigation, whether conducted by the Company or any other Person, that Indemnitee in good faith believes might lead to the institution of any such action, suit, proceeding or arbitration or other alternative dispute resolution mechanism, in each case whether civil, criminal, administrative or other (whether or not the claims or allegations therein are groundless, false or fraudulent) and includes, without limitation, those brought by or in the name of the Company or any director or officer of the Company.

     “ Company Agent ” means any director, officer, partner, employee, agent, trustee or fiduciary of the Company, any Subsidiary or any Other Enterprise.

     “ Covered Event ” means any event or occurrence on or after the date of this Agreement related to the fact that Indemnitee is or was a Company Agent or related to anything done or not done by Indemnitee in any such capacity, and includes, without limitation, any such event or occurrence (a) arising from performance of the responsibilities, obligations or duties imposed by ERISA or any similar

applicable provisions of state or common law; or (b) arising from any merger, consolidation or other business combination involving the Company, any Subsidiary or any Other Enterprise, including without limitation any sale or other transfer of all or substantially all of the business or assets of the Company, any Subsidiary or any Other Enterprise; provided , however , that in any such case, Indemnitee acted in good faith and in a manner which such Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and in the case of a criminal proceeding, in addition the Indemnitee [(x)] had no reasonable cause to believe that such Indemnitee’s conduct was unlawful and (y) has not admitted that Indemnitee’s conduct was unlawful.

     “ D&O Insurance ” means the directors’ and officers’ liability insurance maintained by or for the benefit of the Company, its directors or officers as of the date of this Agreement and any replacement or substitute policies.

     “ Determination ” means a determination made by (a) a majority vote of Disinterested Directors even if less than a quorum; (b) Independent Legal Counsel, in a written opinion addressed to the Company and Indemnitee; (c) the stockholders of the Company; or (d) a decision by a court of competent jurisdiction not subject to further appeal.

     “ Disinterested Director ” shall be a director of the Company who is not or was not a party to the Claim giving rise to the subject matter of a Determination.

     “ Exchange Act ” means the Securities Exchange Act of 1934, as amended to date.

     “ Expenses ” includes reasonable attorneys’ fees and all other reasonable costs, travel expenses, fees of experts, transcript costs, filing fees, witness fees, telephone charges, postage, copying costs, delivery service fees and other reasonable expenses and obligations of any nature whatsoever paid or incurred in connection with investigating, prosecuting or defending, being a witness in or participating in (including on appeal), or preparing to prosecute or defend, be a witness in or participate in any Claim, for which Indemnitee is or becomes legally obligated to pay.

     “ Incumbent Board ” means the Board of Directors of the Company, as it is composed as of the date of this Agreement.

     “ Independent Legal Counsel ” shall mean a law firm or a member of a law firm that (a) neither is nor in the past five (5) years has been retained to represent in any material matter the Company, any Subsidiary, Indemnitee or any other party to the Claim, (b) under applicable standards of professional conduct then prevailing would not have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights to indemnification under this Agreement and (c) is reasonably acceptable to the Company and Indemnitee.

     “ Loss ” means any amount which Indemnitee is legally obligated to pay as a result of any Claim, including, without limitation (a) all judgments, penalties and fines, and amounts paid or to be paid in settlement, (b) all interest, assessments and other charges paid or payable in connection therewith and (c) any federal, state, local or foreign taxes imposed (net of the value to Indemnitee of any tax benefits resulting from tax deductions or otherwise as a result of the actual or deemed receipt of any payments under this Agreement, including the creation of the Trust).

     “ Other Enterprise ” means any corporation (other than the Company or any Subsidiary), partnership, joint venture, association, employee benefit plan, trust or other enterprise or organization to which Indemnitee renders service at the request of the Company or any Subsidiary.

      “ Parent ” shall have the meaning set forth in the regulations of the Securities and Exchange Commission under the Securities Act of 1933, as amended; provided the term “Parent” shall not include the board of directors of a corporation in its capacity as a board of directors, and provided further that if the other party to any transaction referred to in Section 12.1.2 has no Parent as so defined above, “Parent” shall mean such other party.

     “ Person ” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government (or any subdivision, department, commission or agency thereof), and includes without limitation any “person”, as such term is used in Sections 13(d) and 14(d) of the Exchange Act.

     “ Potential Change in Control ” shall be deemed to have occurred if (a) the Company enters into an agreement or arrangement the consummation of which would result in the occurrence of a Change in Control, (b) any Person (including the Company) publicly announces an intention to take or to consider taking actions which if consummated would constitute a Change in Control or (c) the Board of Directors of the Company adopts a resolution to the effect that, for purposes of this Agreement, a Potential Change in Control has occurred.

     “ Subsidiary ” means any entity of which more than fifty percent (50%) of the outstanding securities having ordinary voting power to elect a majority of the board of directors or managers, as applicable, of such entity is now or hereafter owned, directly or indirectly, by the Company.

      “ Trust ” has the meaning set forth in Section 9.2.

     “ Voting Securities ” means any securities of the Company which vote generally in the election of directors.

     Section 2. Indemnification.

     2.1. General Indemnity Obligation.

          2.1.1. Subject to the remaining provisions of this Agreement, the Company hereby indemnifies and holds Indemnitee harmless for any Losses or Expenses arising from any Claims relating to (or arising in whole or in part out of) any Covered Event, including without limitation, any Claim the basis of which is any actual or alleged breach of duty, neglect, error, misstatement, misleading statement, omission or other act done or attempted by Indemnitee in the capacity as a Company Agent, whether or not Indemnitee is acting or serving in such capacity at the date of this Agreement, at the time liability is incurred or at the time the Claim is initiated.

          2.1.2. The obligations of the Company under this Agreement shall apply to the fullest extent authorized or permitted by the provisions of applicable law, as presently in effect or as changed after the date of this Agreement, whether by statute or judicial decision (but, in the case of any subsequent change, only to the extent that such change permits the Company to provide broader indemnification than permitted prior to giving effect thereto).

          2.1.3. Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by Indemnitee against the Company or any director or officer of the Company, unless the Company has joined in or consented to the initiation of such Claim; provided , however , that the provisions of this Section 2.1.3 shall not apply (i) following a Change in Control to Claims seeking enforcement of this Agreement, the certificate of incorporation or bylaws of the Company or any other agreement now or hereafter in effect relating to indemnification for Covered Events or (ii)

absent a Change in Control, to Claims seeking enforcement of this Agreement, the certificate of incorporation or bylaws of the Company or any other agreement now or hereafter in effect relating to indemnification for Covered Events, but only if the Indemnitee is ultimately determined to be entitled to indemnification.

          2.1.4. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the Losses or Expenses paid with respect to a Claim but not, however, for the total amount thereof, the Company shall nevertheless indemnify and hold Indemnitee harmless against the portion thereof to which Indemnitee is entitled.

          2.1.5. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise in defense of any or all Claims relating to (or arising in whole or in part out of) a Covered Event or in defense of any issue or matter therein, including dismissal without prejudice, the Company shall indemnify and hold Indemnitee harmless against all Expenses incurred in connection therewith.

     2.2. Indemnification for Serving as Witness and Certain Other Claims . Notwithstanding any other provision of this Agreement, the Company hereby indemnifies and holds Indemnitee harmless for all Expenses in connection with (a) the preparation to serve or service as a witness in any Claim in which Indemnitee is not a party, if such actual or proposed service as a witness arose by reason of Indemnitee having served as a Company Agent on or after the date of this Agreement and (b) any Claim initiated by Indemnitee on or after the date of this Agreement (i) for recovery under any D&O Insurance; (ii) following a Change in Control, for enforcement of the indemnification obligations of the Company under this Agreement, the Certificate of Incorporation or Bylaws of the Company or any other agreement now or hereafter in effect relating to indemnification for Covered Events, regardless of whether Indemnitee ultimately is determined to be entitled to such insurance recovery or indemnification, as the case may be; or (iii) absent a Change in Control, for enforcement of this Agreement, the Certificate of Incorporation or Bylaws of the Company or any other agreement now or hereafter in effect relating to indemnification for Covered Events, but only if the Indemnitee is ultimately determined to be entitled to indemnification.

     Section 3. Limitation on Indemnification .

     3.1. Coverage Limitations . No indemnification is available pursuant to the provisions of this Agreement:

          3.1.1. If such indemnification is not lawful;

          3.1.2. If Indemnitee’s conduct giving rise to the Claim with respe