LUMINEX CORPORATION



                           RESTRICTED STOCK AGREEMENT



         THIS RESTRICTED STOCK AGREEMENT (this "Agreement") dated as of May 15,

2004, is entered into between Luminex Corporation, a Delaware corporation (the

"Company"), and Patrick J. Balthrop (the "Stockholder"). The Company and the

Stockholder agree as follows:



         1. DEFINITIONS.



                  1.1 The terms "Cause", "Change in Control", "Termination Other

Than For Cause" and "Termination by Reason of Incapacity" shall have the

respective meanings set forth in that certain Employment Agreement dated to be

effective as of May 15, 2004 between Company and Stockholder (the "Employment

Agreement").



                  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 200,000 shares of the

Company's common stock ("Common Stock") pursuant to the Company's 2000 Long-Term

Incentive Plan (the "Plan"). 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 his legal representatives, as

the case may be, with respect to such 200,000 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 of this Agreement (the "Commencement Date") and ending

on the fifth anniversary of the date of this Agreement, 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.

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC