EMPLOYMENT AGREEMENT



         THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into

to be effective as of May 15, 2004 (the "Effective Date") by and between LUMINEX

CORPORATION, a Delaware corporation ("Luminex") and PAT BALTHROP ("Executive").



                                     RECITAL



         WHEREAS, Executive is to be employed as the President and Chief

Executive Officer of Luminex;



         WHEREAS, Luminex and Executive wish to document the terms of the

employment of Executive in such capacity; and



         WHEREAS, Executive has represented to Luminex and Luminex has relied on

Executive's representation that the execution of this Agreement by Executive,

and the provision of services by Executive to Luminex as contemplated in this

Agreement, will not conflict with, or cause Executive or any other person or

entity to be in breach of, (i) any other contract to which Executive is a party

or (ii) any duty which Executive may owe to any other person or entity.



                                    AGREEMENT



         NOW, THEREFORE, for good and valuable consideration, the receipt and

sufficiency of which is hereby acknowledged, the parties agree as follows:



             1. DUTIES; DISCLOSURE OF INFORMATION.



                  1.1 Duties. During the term of this Agreement (including all

renewal periods, if any, the "Term"), Executive agrees to be employed by and to

serve Luminex as President and Chief Executive Officer, and Luminex agrees to

employ and retain Executive in such capacity subject to the provisions of this

Agreement. Executive shall have such duties and responsibilities as are

customarily assigned to individuals serving in such positions, as the same may

be described in Luminex's bylaws, and such other duties consistent with

Executive's titles and positions as the Board of Directors of Luminex (the

"Board") shall from time to time lawfully direct. Luminex shall offer to

Executive a position on the Board within a reasonable amount of time after the

execution of this Agreement. Executive shall devote all of his business time,

energy, and skill to the business of Luminex; provided, however, that he shall

be exempt from doing so during vacation time as set forth in Section 3.4.1,

absence for sickness or similar disability, and time spent performing services

for any charitable, religious or community organizations, so long as such

services do not materially interfere with the performance of Executive's duties

hereunder. Executive shall at all times act in a manner consistent with, and

otherwise comply with, any and all codes of business conduct and ethics of

Luminex and all insider trading policies of Luminex, as the same may be adopted

or amended from time to time.



{PAGE}





                  1.2 Disclosure of Competitively Sensitive Information. During

the first 30 days of the Term, Luminex shall disclose to Executive various

confidential and competitively sensitive information, including without

limitation pricing and marketing information and strategies being used and

contemplated to be used by Luminex and human resources information.



             2. TERM AND TERMINATION.



                  2.1 Term. Subject to Section 2.2, the term of employment of

Executive by Luminex shall be two (2) years commencing on the Effective Date and

shall thereafter automatically renew for successive additional one-year terms

unless either party provides the other with written notice of its intent not to

renew this Agreement at least one-hundred-eighty (180) days prior to the end of

the Term (including any renewal term, as applicable) unless terminated earlier

pursuant to the provisions of this Agreement.



                  2.2 Termination of Employment.



                           2.2.1 Termination For Cause. "Termination For Cause"

shall mean the termination by Luminex of Executive's employment with Luminex as

the result of (i) the failure of Executive substantially to perform his duties

hereunder; (ii) Executive's engaging in misconduct that has caused or is

reasonably expected to result in material injury to Luminex or any of its

affiliates; (iii) Executive's violation of any material Luminex policy; (iv)

Executive's indictment or conviction of, or entering a plea of guilty or nolo

contendere to, a crime that constitutes a felony, or a misdemeanor involving

moral turpitude; or (v) the material breach by Executive of any of his

obligations hereunder or under any other written agreement or covenant with

Luminex or any of its affiliates, in each case after the receipt of written

notice from Luminex specifying the grounds for Termination For Cause and failure

by Executive to cure such breach within fifteen (15) days from receipt of such

notice. Executive's inability to perform his obligations under this Agreement

despite his best efforts as a result of a permanent or temporary disability (as

evidenced by a written determination from a physician chosen by Executive and

reasonably acceptable to Luminex) shall not result in a Termination For Cause.

Upon receipt of the written notice from Luminex specifying the grounds for

Termination For Cause, Executive shall be provided an opportunity to be heard by

the Board within the fifteen (15) day cure period. In the event that the Board

does not rescind its written notice or Executive fails to cure the breach within

the fifteen (15) day cure period, the termination shall be effective as of the

date that Luminex notifies Executive of his termination following the expiration

of the fifteen (15) day cure period. Upon any Termination For Cause, Executive

shall be paid the Accrued Obligations (defined below) within three (3) business

days following the effective date of termination and the Accrued Bonus (defined

below), if any, at the same time at which other executives of Luminex receive

their annual bonus in respect of the calendar year in which termination

occurred.



                           2.2.2 Termination Other Than For Cause. "Termination

Other Than For Cause" shall mean (i) termination by Luminex of Executive's

employment with Luminex for any reason other than Termination For Cause,

Termination by Reason of Death, Termination by Reason of Incapacity or

Termination Upon Expiration of Agreement or (ii) termination by

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC