NON-QUALIFIED STOCK OPTION
AGREEMENT
THIS NON-QUALIFIED STOCK OPTION
AGREEMENT (this
“Agreement”) is made and entered into as of this
day of
, 20_____ (the “Grant Date”), by and between
Luminex Corporation, a Delaware corporation (together with its
Subsidiaries and Affiliates where applicable, the
“Company”), and the person whose name is set forth on
the attached Optionee Grant Detail Statement (the
“Optionee”). 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 stock options for the purchase of shares of
the common stock, par value $0.001 per share, of Luminex
Corporation (the “Shares”); and
WHEREAS , the Company desires to afford the Optionee an
opportunity to purchase Shares as hereinafter provided in
accordance with the provisions of the Plan;
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:
(a) The Company grants as of the date of
this Agreement the right and option (the “Option”) to
purchase any or all of the
Shares (the “Option Stock”) set forth on the attached
Optionee Grant Detail Statement, at an exercise price also set
forth on the Optionee Grant Detail Statement, on the terms and
conditions set forth in this Agreement and subject to all
provisions of the Plan. The Optionee, holder or beneficiary of the
Option shall not have any of the rights of a shareholder with
respect to the Option Stock until such person has become a holder
of such Shares by the due exercise of the Option and payment of the
Option Payment (as defined in Section 3 below) in accordance
with this Agreement.
(b) The Option shall be a non-qualified
stock option. In order to provide the Company with the opportunity
to claim the benefit of any income tax deduction which may be
available to it upon the exercise of the Option, and in order to
comply with all applicable federal or state tax laws or
regulations, the Company may take such action as it deems
appropriate to insure that, if necessary, all applicable federal,
state or other taxes are withheld or collected from the
Optionee.
2. Exercise of Option . Except as
otherwise provided herein, your Option shall become vested and
exercisable in accordance with the Optionee Grant Detail Statement
attached hereto if and only if you have been continuously employed
by the Company or any of its Subsidiaries from the date of this
Agreement through and including the date of exercise.
Notwithstanding the above, each outstanding Option shall vest and
become exercisable in full upon the event of Optionee’s death
or Disability.
3. Manner of Exercise . The Option
may be exercised in whole or in part at any time within the period
permitted hereunder for the exercise of the Option, with respect to
whole Shares only, by serving written notice of intent to exercise
the Option delivered to the Company at its principal office (or to
the Company’s designated agent), stating the number of Shares
to be purchased, the person or persons in whose name the Shares are
to be registered and each such person’s address and social
security number. Such notice shall not be effective unless
accompanied by payment in full of the Option Price for the number
of Shares with respect to which the Option is then being exercised
(the “Option Payment”) and, unless the tax withholding
requirements are satisfied by directing the Company to withhold
Shares as described below, cash equal to the required withholding
taxes as set forth by Internal Revenue Service and applicable State
tax guidelines for the employer’s minimum statutory
withholding. The Option Payment shall be made either: (a) in
cash or cash equivalents; (b) in whole unencumbered Shares
previously acquired by the Optionee at least six (6) months
prior to the date of exercise, valued at the Shares’ Fair
Market Value on the date of exercise; (c) by a combination of
(a) and (b); (d) subject to applicable securities laws,
by simultaneously selling Shares of Option Stock thereby acquired
pursuant to a brokerage or similar agreement approved in advance by
proper officers of the Company, using the proceeds of such sale as
payment of the Option Payment; or (e) by directing the Company
to withhold that number of whole Shares otherwise deliverable to
the Optionee pursuant to the Option having an aggregate Fair Market
Value at the time of exercise equal to the Option Payment. To
satisfy any applicable withholding taxes, in lieu of cash the
Optionee may direct the Company to withhold that number of whole
shares otherwise deliverable to the Optionee pursuant to the
Option. The Optionee shall not be entitled to tender shares under
(b) above pursuant to successive, substantially simultaneous
exercises of the Option or any other stock option of the
Company.
4. Termination of Option . The
Option will expire ten (10) years from the date of grant of
the Option (the “Term&
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