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Employment Agreement

 

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Title:

Employment Agreement

Entities:

Luminex Corp.; Jackson Walker L.L.P.; David S. Reiter

Date:

2004

Size:

Preview shows 7KB of 61KB total

Price:

$47

ID:

#279383

 

 

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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 DAVID S. REITER ("Executive").

RECITAL

WHEREAS, Executive is to be employed as the Vice President, General
Counsel and Corporate Secretary 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, General Counsel and Corporate Secretary 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; provided, however, that Executive shall be
permitted to continue his administrative and marketing responsibilities on
behalf of Phillips & Reiter, PLLC, but only to the extent such activities
neither (i) conflict with Executive's obligations set forth under this Agreement
nor (ii) detract from Executive's contribution to Luminex as a full-time
employee or Executive's responsibilities and duties as Vice President, General
Counsel and Corporate Secretary of Luminex. Luminex and Executive agree that, in
the event any dispute should arise between Luminex and Executive in respect of
the exception

{PAGE}

articulated in the immediately preceding sentence, the preceding sentence shall
be construed in the manner most favorable to Luminex.

1.2 Special Provisions Regarding Part Time Employment.
Notwithstanding anything to the contrary contained in Section 1.1 or elsewhere
in this Agreement, during the period (the "Part Time Period") commencing on the
Effective Date and ending on January 15, 2004, Executive shall be obligated to
work only four days each week.

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).

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 chosen 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, General Counsel and Corporate Secretary
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

 

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