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EXHIBIT 10.17
LUMINEX CORPORATION
RESTRICTED STOCK AGREEMENT
THIS RESTRICTED STOCK AGREEMENT (this "Agreement"), dated as of October
2, 2000, is entered into between Luminex Corporation, a Delaware corporation
(the "Company"), and Gail S. Page, an individual residing in the State of Texas
(the "Stockholder"). The Company and the Stockholder agree as follows:
1. DEFINITIONS.
1.1 The terms "Cause" and "Change in Control" shall have the
respective meanings set forth in that certain Employment Agreement dated October
2, 2000 between Company and Stockholder.
1.2 "Person" means any individual, corporation, partnership,
limited liability company, joint venture, association, joint stock company,
trust, unincorporated organization or government or any agency or political
subdivision thereof.
2. ACQUISITION OF RESTRICTED STOCK. Concurrently with the execution and
delivery hereof, the Company has issued to the Stockholder 15,000 shares of the
Company's common stock, par value $.001 per share ("Common Stock"). The Company
and the Stockholder have determined that it would be in their best interests to
impose certain rights and obligations upon the Company, the Stockholder and her
legal representatives, as the case may be, with respect to such 15,000 shares of
Common Stock (as adjusted for stock splits, dividends and the like, the
"Shares").
3. RESTRICTION PERIOD. During the period (the "Restriction Period")
commencing as of the date hereof (the "Commencement Date") and ending on April
2, 2002, the Shares shall be subject to the restrictions described in Section 4
of this Agreement (the "Restrictions"). The Shares subject to the Restrictions
at any given time are called the "Restricted Shares."
4. RESTRICTIONS. The Restricted Shares shall be represented by one or
more stock certificates registered in the name of the Stockholder. The
Stockholder shall have the right to receive dividends on the Restricted Shares,
to vote the Restricted Shares and to enjoy all other stockholder rights with
respect thereto, except that (i) the Stockholder shall not be entitled to
possession of the stock certificate representing the Restricted Shares, (ii) the
Company shall retain custody of the stock certificate(s) representing the
Restricted Shares, (iii) the Stockholder may not, other than as permitted under
Section 9.2, sell, transfer, pledge, exchange, hypothecate or otherwise dispose
of the Restricted Shares and (iv) the Restricted Shares are subject to potential
forfeiture as provided in Section 5 of this Agreement.
5. FORFEITURE. Any Restricted Shares (and all voting and other rights
associated with such Restricted Shares) shall be forfeited to the Company in the
event (i) such Restricted Shares are transferred by operation of law to any
Person other than the Company or in accordance with Section 9.2 for any reason
(including without limitation the bankruptcy of the Stockholder and seizure and
sale by legal process), or (ii) the Stockholder's employment with the Company is
terminated prior
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to the end of the Restriction Period, unless such termination of employment is
due to the Stockholder's death or the termination of the Stockholder's
employment by the Company without Cause. The Company shall not be obligated to
pay the Stockholder any amount for the forfeiture of any Restricted Shares. The
Stockholder shall be entitled to retain all Shares to which the Restrictions
have ceased to apply.
6. LAPSE OF RESTRICTIONS. The Restrictions shall lapse (i) on October
2, 2001 with respect to 7,500 Shares and (ii) on April 2, 2002 with respect to
the remaining 7,500 Shares. Notwithstanding the foregoing, in the event of (i)
the death of the Stockholder, (ii) the termination of the Stockholder's
employment by the Company without Cause or (iii) a Change in Control, the
Restrictions shall lapse with respect to all of the Shares held by the
Stockholder, and shall no longer be subject to forfeiture to the Company
pursuant to Section 5 of this Agreement.
7. RESTRICTIONS ON CORRESPONDING SECURITIES AND ASSETS. Any other
securities or assets (other than ordinary cash dividends) that are received by
the Stockholder with respect to any of the Restricted Shares shall be subject to
the Restrictions to the same extent and for so long as such Restricted Shares to
which such securities or other assets are attributable remain subject to the
Restrictions.
8. DELIVERY OF CERTIFICATES UPON LAPSE OF RESTRICTIONS. Promptly
following the lapse of the Restrictions as to any of the Shares, the Company
will deliver the stock certificate or certificate representing such Shares with
respect to which the Restrictions have lapsed to the Stockholder or her legal
representative.
9. CERTAIN RESTRICTIONS ON TRANSFERABILITY OF SHARES BY THE
STOCKHOLDER. The following restrictions shall apply to all Restricted Shares,
whether or not issued or outstanding at the date of this Agreement.
9.1 Restriction on Transfers in Violation of the Securities
Act. Notwithstanding any provision to the contrary contained herein, in no event
shall the Stockholder make any disposition of the Shares, including a
disposition by pledge, if such disposition might reasonably be expected to
result in a violation of the Securities Act of 1933, as amended (the "Securities
Act"), or any applicable state's securities laws. Unless the Company agrees
otherwise, the Stockholder shall be required to provide an opinion of counsel
acceptable to the Company with regard to such intended disposition.
9.2 Permitted Transfers. The Stockholder may transfer all or
any part of the Shares, to (i) the members of the immediate family of the
Stockholder (including lineal descendants) or one or more trusts or partnerships
for the benefit of the Stockholder and/or members of the immediate family of the
Stockholder (including lineal descendants); or (ii) the estate of the
Stockholder or to any heir, executor, administrator or lineal descendant of the
Stockholder; provided that prior to any such transfer either the Stockholder or
the transferee delivers to the Company a written instrument in accordance with
Section 10 and an opinion of counsel reasonably satisfactory to the Company in
accordance with Section 9.1 to the effect that the transfer is exempt from
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registration under the Securities Act. In the event of a transfer under this
Section 9.2, such transferee(s) shall be deemed a Stockholder for purposes of
this Agreement.
10. ADDITIONAL ISSUANCES. It shall be a condition to the transfer of
any Restricted Shares by the Stockholder to any Person that the recipient of
such Restricted Shares shall become a signatory to this Agreement by executing
an Addendum Agreement in the form and substance satisfactory to the Company.
11. LEGENDS ON CERTIFICATES. The reverse side of each certificate
reflecting ownership of the Restricted Shares subject to the Restrictions under
Section 4 shall bear the following legend:
The shares represented hereby and the sale, assignment, transfer, gift,
bequest, pledge or other disposition thereof are subject to certain
restrictions contained in a Restricted Stock Agreement dated effective
as of October 2, 2000, among the Company and the holder hereof. A copy
of such Agreement and all applicable amendments thereto will be
furnished by the Company to the holder hereof without charge upon
written request to the Company at its principal place of business or
registered office.
12. NOTICES. Any notice required or permitted under this Agreement
shall be in writing and shall be deemed to be delivered (i) upon physical
delivery (if hand delivered); (ii) three business days after deposit in the
United States mail (if mailed), postage prepaid, certified or registered mail,
return receipt requested, addressed as set forth below or (iii) the day such
notice is sent via confirmed electronic mail or facsimile as set forth below:
Company: Luminex Corporation
12212 Technology Boulevard
Austin, Texas 78727
Attention: General Counsel
Fax: (512) 219-63295
E-mail: mlb@luminexcorp.com
Stockholder: Gail S. Page
Luminex Corporation
12212 Technology Boulevard
Austin, Texas 78727
Fax: (512) 219-5195
E-mail: gpage@luminexcorp.com
Notice given in any other manner shall be effective when received. The address
for notice may be changed by notice given in accordance with this provision. If
notice is required to be delivered to any party to this Agreement, a copy of
such notice shall be delivered to all other parties to this Agreement.
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13. WAIVER. No waiver of any provision of this Agreement shall
constitute a waiver of any other provision of this Agreement, nor shall such
waiver constitute a waiver of any subsequent breach of such provision.
14. BINDING EFFECT. This Agreement shall be binding upon and shall
inure to the benefit of the Stockholder and their heirs, executors,
administrators and legal representatives and upon the Company and its successors
and assigns.
15. GOVERNING LAW. The validity, construction, and enforcement of this
Agreement shall be governed by the laws of the State of Delaware, without regard
for any principles of conflict of laws.
16. SEVERABILITY. If any provision of this Agreement is declared
unenforceable by a court of last resort, such declaration shall not affect the
validity of any other provision of this Agreement.
17. CONSTRUCTION. The headings contained in this Agreement are for
reference purposes only and shall not affect this Agreement in any manner
whatsoever. Wherever required by the context, any gender shall include any other
gender, the singular shall include the plural, and the plural shall include the
singular.
The parties have executed this Agreement effective as of October 2,
2000.
LUMINEX CORPORATION
By: /s/ MICHAEL L. BENGTSON /s/ GAIL S. PAGE
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Name: Michael L. Bengtson
-------------------------- Gail S. Page
Title: Executive Vice President
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The undersigned, the spouse of the Stockholder, hereby joins in the
execution and delivery of this Agreement to evidence his consent and approval
to, and agreement to be bound by, all the terms and provisions hereof.
/s/ DAN PAGE
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Dan Page
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