Exhibit 10.1
FORM OF LUMINEX CORPORATION
[2000 LONG-TERM INCENTIVE PLAN]
[2001 BROAD-BASED STOCK OPTION PLAN]
RESTRICTED STOCK AGREEMENT
This RESTRICTED STOCK AGREEMENT (the "Agreement") is by and between
Luminex Corporation, a Delaware corporation (the "Company"), and [__________]
("Grantee") pursuant to the [2000 Long-Term Incentive Plan] [2001 Broad-Based
Stock Option Plan]. Capitalized terms not otherwise defined herein shall have
the meaning ascribed to such terms in the Company's Plan.
WHEREAS, the Company has adopted the Plan, which permits the issuance
of restricted shares of the Company's common stock, par value $0.001 per share
(the "Common Stock"); and
WHEREAS, pursuant to the Plan, the Board has granted an award of
restricted stock to the Grantee as provided herein;
Section 1. Restricted Stock Award. The Grantee is hereby granted the
right to receive [__________] shares (the "Restricted Stock") of the Company's
Common Stock, subject to the terms and conditions of this Agreement and the
Plan.
Section 2. Vesting of the Award. Grantee shall not acquire any vested
interest in the Restricted Stock and may not sell, transfer, pledge, assign or
otherwise encumber the Restricted Stock prior to vesting. The award shall vest
according to the following table:
Shares Full Vest Date
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[_________] [_________]
Section 3. Distribution of Restricted Stock. The Restricted Stock will
be distributed to the Grantee as soon as practicable after the Vested Date.
Section 4. Voting Rights and Dividends. Prior to the distribution of
the Restricted Stock, certificates representing shares of Restricted Stock will
be held by the Company (the "Custodian") in the name of the Grantee. Except as
provided in Section 2, Grantee shall have, with respect to the shares of
Restricted Stock, all of the rights of a stockholder of the Company, including
the right to vote the shares and the right to receive any cash dividends. The
Custodian will take such action as is necessary and appropriate to enable the
Grantee to vote the Restricted Stock. All cash dividends received by the
Custodian, if any, with respect to the Restricted Stock will be remitted to the
Grantee at the time the Restricted Stock is distributed. Stock dividends issued
with respect to the Restricted Stock shall be treated as additional shares of
Restricted Stock that are subject to the same restrictions and other terms and
conditions that apply to the shares of Restricted Stock. Notwithstanding the
foregoing, no voting or dividend rights shall inure to the Grantee following the
forfeiture of the Restricted Stock pursuant to Section 5.
Section 5. Restrictions, Forfeiture. Prior to the vesting of any
Restricted Stock, Grantee is prohibited from selling, transferring, pledging,
assigning or otherwise encumbering such unvested Restricted Stock. Upon (i) the
termination of Grantee's employment with the Company or its subsidiaries,
whether voluntary or involuntary (including by death or disability), or (ii)
upon the sale, transfer, pledge, assignment or other encumbrance of any unvested
Restricted Stock in violation of the preceding sentence, that portion of
Grantee's Restricted Stock that has not previously vested shall be immediately
forfeited.
Section 6. Governing Provisions. This Agreement is made under and
subject to the provisions of the Plan, and all of the provisions of the Plan are
also provisions of this Agreement. If there is a difference or conflict between
the provisions of this Agreement and the provisions of the Plan, the provisions
of the Plan will govern. By signing this Agreement, the Grantee confirms that he
or she has received a copy of the Plan.
Section 7. Tax Election. The Grantee may, but is not required to, elect
to apply the tax rules of Section 83(b) of the Internal Revenue Code of 1986, as
amended (the "Code"), to the issuance of the Restricted Stock. If the Grantee
makes an affirmative election under Section 83(b) of the Code, the Grantee will
notify the Company within 90 days after making such election.
Section 8. Tax Withholding. The Company may withhold from any
distribution of Restricted Stock an amount of Common Stock equal to such
federal, state or local taxes as shall be required to be withheld pursuant to
any applicable law or regulation, unless the Company agrees to accept a payment
of cash in the amount of such withholding taxes.
Section 9. Change of Control. Upon a Change in Control (as defined in
the Plan), all restrictions under the Plan and the Agreement with respect to the
Restricted Stock, including the restriction on transfer set forth in Sections 5
and 11(g) hereof, shall automatically expire and be of no further force or
effect.
Section 10. Legend. Each certificate representing Restricted Stock
shall bear a legend in substantially the following form:
THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY
ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE
AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE LUMINEX
CORPORATION [2000 LONG-TERM INCENTIVE PLAN] [2001 BROAD-BASED
STOCK OPTION PLAN] (THE "PLAN") AND THE RESTRICTED STOCK
AGREEMENT (THE "AGREEMENT") BETWEEN THE OWNER OF THE
RESTRICTED STOCK REPRESENTED HEREBY AND LUMINEX CORPORATION
(THE "COMPANY"). THE RELEASE OF SUCH STOCK FROM SUCH TERMS AND
CONDITIONS SHALL BE MADE ONLY IN ACCORDANCE WITH THE
PROVISIONS OF THE PLAN AND THE
AGREEMENT, COPIES OF WHICH ARE ON FILE AT THE COMPANY.
Section 11. Miscellaneous.
(a) Entire Agreement. This Agreement and the Plan contain the entire
understanding and agreement between the Company and the Grantee concerning the
Restricted Stock granted hereby, and supersede any prior or contemporaneous
negotiations and understandings. The Company and Grantee have made no promises,
agreements, conditions, or understandings relating to the Restricted Stock,
either orally or in writing, that are not included in this Agreement and the
Plan.
(b) Employment. By establishing the Plan, granting awards under the
Plan, and entering into this Agreement, the Company does not give the Grantee
any right to continue to be employed by the Company or to be entitled to any
remuneration or benefits not set forth in this Agreement or the Plan. None of
the provisions of this Agreement or the Plan will interfere with or limit the
right of the Company to terminate the Grantee's employment at any time.
(c) Captions. The captions and section numbers appearing in this
Agreement are inserted only as a matter of convenience. They do not define,
limit, construe, or describe the scope or intent of the provisions of this
Agreement.
(d) Counterparts. This Agreement may be executed in counterparts, each
of which when signed by the Company and the Grantee will be deemed an original
and all of which together will be deemed the same Agreement.
(e) Notice. Any notice or communication having to do with this
Agreement must be given by personal delivery or by certified mail, return
receipt requested, addressed, if to the Company, to the principal office of the
Company, and, if to the Grantee, to the Grantee's last known address provided by
the Grantee to the Company.
(f) Amendment. This Agreement may be amended by the Company, provided
that unless the Grantee consents in writing, the Company cannot amend this
Agreement if the amendment will materially change or impair the Grantee's rights
under this Agreement and such change is not to the Grantee's benefit.
(g) Succession and Transfer. Each and all of the provisions of this
Agreement are binding upon and inure to the benefit of the Company and the
Grantee and their heirs, successors, and assigns. However, neither the
Restricted Stock nor this Agreement is transferable prior to the Vested Date.
(h) Governing Law. This Agreement shall be governed and construed
exclusively in accordance with the laws of the State of Delaware applicable to
agreements to be performed in the State of Delaware.
[Signature Page on Following Page]
IN WITNESS WHEREOF, the Company and Grantee have executed this
Agreement to be effective as of [_______________].
LUMINEX CORPORATION
By: __________________________________
Name: ________________________________
Title: _______________________________
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Restricted Stock Recipient Signature