LUMINEX CORPORATION



                       2001 BROAD-BASED STOCK OPTION PLAN





                      ARTICLE 1. ESTABLISHMENT AND PURPOSE



        1.1 ESTABLISHMENT. Luminex Corporation, a Delaware corporation, hereby

establishes the Luminex Corporation 2001 Broad-Based Stock Option Plan, as set

forth in this document.



        1.2 PURPOSE. The purposes of the Plan are to attract able persons who

are neither Directors nor Officers to enter the employ of the Company, to

encourage Employees who are neither Directors nor Officers to remain in the

employ of the Company and to provide motivation to such Employees to put forth

maximum efforts toward the continued growth, profitability and success of the

Company, by providing incentives to such persons through the ownership and

performance of the Common Stock of the Company. A further purpose of the Plan is

to provide a means through which the Company may attract able persons to become

consultants and independent contractors of the Company, provided such persons

are neither Directors nor Officers, and to provide such individuals with

incentive and reward opportunities. Toward these objectives, Options may be

granted under the Plan to Employees and Consultants on the terms and subject to

the conditions set forth in the Plan.



        1.3 EFFECTIVENESS. The Plan shall become effective as of February 22,

2001, the date of its adoption by the Board.



                             ARTICLE 2. DEFINITIONS



        2.1 AFFILIATE. "Affiliate" means a "parent corporation" or a "subsidiary

corporation" of the Company, as those terms are defined in Section 424(e) and

(f) of the Code.



        2.2 BOARD. "Board" means the Board of Directors of the Company.



        2.3 CODE. "Code" means the Internal Revenue Code of 1986, as amended

from time to time, including regulations thereunder and successor provisions and

regulations thereto.



        2.4 COMMITTEE. "Committee" means such Committee, if any, as may be

designated by the Board to administer the Plan. The members of the Committee

shall be appointed from time to time by, and shall serve at the discretion of,

the Board and shall be comprised of any combination of Directors and Officers at

the level of executive vice president or higher as the Board, in its sole

discretion, shall designate.



        2.5 COMMON STOCK. "Common Stock" means the Common Stock, par value $.001

per share, of the Company, or any stock or other securities of the Company

hereafter issued or issuable in substitution or exchange for the Common Stock.



        2.6 "COMMON STOCK EQUIVALENTS" means, without duplication vis-a-vis the

outstanding Common Stock or other Common Stock Equivalents, any rights,

warrants, options, convertible securities or indebtedness, exchangeable

securities or indebtedness, or other rights, exercisable for or convertible or

exchangeable into, directly or indirectly, Common Stock or securities

convertible or exchangeable into Common Stock, whether at the time of issuance

or after the passage of time or upon the occurrence of a future event.







{PAGE}



         2.7 COMPANY. "Company" means Luminex Corporation, a Delaware

corporation, any successor thereto, and their respective Affiliates.



         2.8 CONSULTANT. "Consultant" means any individual who performs services

for and is treated by the Company or an Affiliate in their sole discretion as an

independent contractor for employment tax purposes.



         2.9 DIRECTOR. "Director" means a duly elected or appointed member of

the Board.



         2.10 EFFECTIVE DATE. "Effective Date" means the date an Option is

determined to be effective by the Board upon the grant of such Option.



         2.11 EMPLOYEE. "Employee" means any person that the Company (or any

Affiliate), in its sole and absolute discretion, treats as a common law

employee, and shall not include independent contractors, consultants or anyone

else the Company (or any Affiliate) does not deem to be a bona fide common law

employee. "Employee" also means any person to whom the Company (or any

Affiliate) has extended or intends to extend an offer of employment, even though

such employment has not actually commenced.



         2.12 FAIR MARKET VALUE. "Fair Market Value" means the closing sale

price per share on the date in question (or if no reported sale on such date, on

the last preceding date on which any reported sale occurred) of the Common Stock

on the Nasdaq National Market or any national stock exchange on which the Common

Stock may be listed or, if the Common Stock is not traded publicly, the fair

market value per share as determined in good faith by the Board.



         2.13 FULLY DILUTED COMMON SHARES OUTSTANDING. "Fully Diluted Common

Shares Outstanding" means all issued and outstanding shares of Common Stock plus

(without duplication) all shares of Common Stock which may be directly or

indirectly issuable, whether at the time of determination of the number of Fully

Diluted Common Shares Outstanding, or after the passage of time or upon the

occurrence of a future event, upon the exercise, exchange or conversion of any

outstanding Common Stock Equivalents.



         2.14 NONQUALIFIED STOCK OPTION. "Nonqualified Stock Option" means a

stock option that is not intended to meet the requirements of Section 422(b) of

the Code.



         2.15 OFFICER. "Officer" means the Company's president, principal

financial officer, principal accounting officer (or, if there is no such

accounting officer, the controller), any vice-president in charge of a principal

business unit, division or function (such as sales, administration or finance),

any other officer who performs a policy-making function, or any other person who

performs similar policy-making functions for the Company. For purposes of this

definition, "policy-making function" is not intended to include policy-making

functions that are not significant.



         2.16 OPTION. "Option" means an option to purchase shares of Common

Stock granted to a Participant pursuant to the Plan.



         2.17 OPTION AGREEMENT. "Option Agreement" means a written agreement

between the Company and a Participant that sets forth the terms, conditions,

restrictions and/or limitations applicable to an Option grant. An Option

Agreement may, in addition to being in the form of a bilateral agreement signed

by both the Company and a Participant, also be in the form of a certificate

approved by the Board and executed (by manual or facsimile signature) only by

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC