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Employment Agreement

 

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Title:

Employment Agreement

Entities:

Luminex Corp.; Jackson Walker L.L.P.; Harriss T. Currie

Date:

2004

Size:

Preview shows 7KB of 59KB total

Price:

$46

ID:

#279382

 

 

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                              EMPLOYMENT AGREEMENT


THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into
as of October 1, 2003 (the "Effective Date") by and between LUMINEX CORPORATION,
a Delaware corporation ("Luminex") and HARRISS T. CURRIE ("Executive").

RECITAL

WHEREAS, Executive is to be employed as the Vice President - Finance,
Chief Financial Officer and Treasurer 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.

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 Vice President - Finance, Chief Financial Officer and Treasurer
and Luminex agrees to employ and retain Executive in such capacity subject to
the provisions of this Agreement. Executive shall have such powers, authority
and duties, and shall render such services of executive and administrative
character, or act in such other capacity for Luminex, as the Chief Executive
Officer or the Board of Directors of Luminex (the "Board") shall from time to
time lawfully direct and Executive shall report directly to the Chief Executive
Officer of Luminex. Executive shall devote all of his business time, energy, and
skill to the business of Luminex.

2. TERM AND TERMINATION.

2.1 Term. Subject to Section 2.2, the term of employment of
Executive by Luminex shall be one (1) year 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 sixty (60) days prior to the end of the Term
(unless terminated earlier pursuant to the provisions of this Agreement).

{PAGE}

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 Executive's material fraud upon Luminex or Executive's continued
material breach of this Agreement after receipt of written notice from Luminex
specifying such breach 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 selected by Executive and reasonably acceptable to Luminex) shall
not result in a Termination For Cause. In the event that 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.

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 Executive upon
constructive termination of Executive's employment with Luminex by reason of (A)
a reduction in Executive's Base Salary (defined below); (B) a reduction in
Executive's title from Vice President - Finance, Chief Financial Officer and
Treasurer of Luminex (whether by reason of Executive's removal from any of such
offices or Luminex's failure to reappoint Executive to any of such offices); (C)
a Material Diminution (defined below); (D) a requirement that Executive change
his principal place of business to a location that is outside the Office Area
(defined below), or (E) Luminex's continued material breach of this Agreement
after receipt of written notice from Executive specifying such breach and
failure by Luminex to cure such breach within fifteen (15) days from receipt of
such notice. Termination Other Than For Cause may be effected by Luminex at any
time by providing Executive with written notice of such termination. The
termination shall be effective as of the date of the notice or such later date
as may be determined by Luminex. Executive may also effect a Termination Other
Than For Cause upon written notice to Luminex at any time any of the conditions
for constructive termination set forth in clause (ii) above (including without
limitation, if applicable, the expiration of the cure period) have been met.
Upon any Termination Other Than For Cause, Executive shall be paid (i) within
three (3) business days following the effective date of termination the amount
of the Accrued Obligations and (ii) all severance compensation provided in
Section 4.1. For purposes of this Agreement, "Material Diminution" means a
material diminution by Luminex of Executive's duties, powers, authority,
functions or responsibilities without Executive's consent, such that Executive
is left with such duties, powers, authority, functions and responsibilities
(when viewed in the aggregate) that are materially diminished compared to both
(i) those duties, powers, authority, functions and responsibilities conferred
upon Executive at the Effective Date and (ii) those duties, powers, authority,
functions and responsibilities that are most typically conferred upon the chief
financial officer of companies having revenues comparable to Luminex (based on
the revenues of Luminex at the time of determination). Luminex and Executive

 

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