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Employment Agreement

 

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Title:

Employment Agreement

Entities:

Luminex Corp.

Date:

2002

Size:

Preview shows 8KB of 72KB total

Price:

$47

ID:

#279410

 

 

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                                     EMPLOYMENT AGREEMENT


This Employment Agreement (this "Agreement"), dated as of [Exhibit A] is
between Luminex Corporation, a Delaware corporation, and [Exhibit A]
("Executive").

R E C I T A L S

A. Executive has been employed by Employer, and Employer and
Executive desire to enter into a written agreement to specify the terms and
conditions of Executive's continued employment with Employer.

B. Employer considers the maintenance of a sound management team,
including Executive, essential to protecting and enhancing its best interests
and those of its stockholders.

C. Employer recognizes that the possibility of a change in control
of Employer may result in the departure or distraction of management to the
detriment of Employer and its stockholders.

D. Executive is an executive officer of Employer and an integral
member of its management team.

E. Employer has determined that appropriate steps should be taken to
reinforce and encourage the continued attention and dedication of selected
members of Employer's management team to their assigned duties without the
distraction arising from the possibility of a change in control of Employer.

In consideration of Executive's past and future employment with Employer
and other good and valuable consideration the parties agree as follows:

Section 1. Employment. Employer hereby employs Executive, and
Executive hereby accepts employment, upon the terms and subject to the
conditions hereinafter set forth.

Section 2. Duties. Executive shall be employed as [Exhibit A], or
such other position of comparable or greater responsibilities and that are
within Executive's area of expertise to which he may be appointed by the Board
of Directors. Executive agrees to devote his full time and best efforts to the
performance of the duties attendant to his executive position with Employer.

Section 3. Term. The term of employment of Executive hereunder shall
commence on [Exhibit A] (the "Commencement Date") and continue until [Exhibit A]
unless earlier terminated pursuant to Section 6 or Section 10; provided,
however, that commencing on [Exhibit A] the term shall automatically be extended
on each day from that date for an additional year.

Section 4. Compensation and Benefits. In consideration for the
services of Executive hereunder, Employer shall compensate Executive as follows:

(a) Base Salary. Until the termination of Executive's
employment hereunder, Employer shall pay Executive a base salary at an
annual rate of not less than $[Exhibit A] (as may be increased from time
to time, the "Base Salary") payable in accordance with the then current
payroll policies of Employer. Any increase in the Base Salary shall be
in the sole discretion of the Board of Directors of the Company or the
appropriate committee thereof.

(b) Management Incentive Bonus. Executive shall be eligible to
receive from Employer such annual management incentive bonuses as may be
provided in management incentive bonus plans adopted from time to time
by Employer.

(c) Vacation. Executive shall be entitled to three weeks of
paid vacation per year at the reasonable and mutual convenience of
Employer and Executive. Unless otherwise approved by the Board


1

{PAGE}

of Directors of the Company or the appropriate committee thereof,
accrued vacation not taken in any applicable period shall not be carried
forward or used in any subsequent period.

(d) Group Benefits. Executive shall be entitled to
participate in all group benefit plans of Employer in accordance with
Employer's regular practices for its employees. Employer shall provide
accident, health, dental, disability and life insurance for Executive
under the group accident, health, dental, disability and life insurance
plans maintained by Employer for its full-time, salaried employees.


Section 5. Expenses. Executive shall be entitled to reimbursement
from Employer for reasonable out-of-pocket expenditures incurred by Executive in
the course of performing Executive's duties hereunder, including, but not
limited to, reasonable out-of-pocket expenditures incurred by Executive in
relocating his household to the Austin, Texas metropolitan area.

Section 6. Termination.

(a) General. Executive's employment hereunder shall commence
on the Commencement Date and continue until the end of the term
specified in Section 3, except that the employment of Executive
hereunder shall terminate prior to such time in accordance with the
following:

(i) Death or Disability. Upon the death of Executive
during the term of his employment hereunder or, at the option of
Employer, in the event of Executive's Disability, upon 30 days'
notice to Executive.

(ii) For Cause. For "Cause" immediately upon written
notice by Employer to Executive. A termination shall be for
Cause if:

(1) Executive commits a criminal act involving
moral turpitude; or

(2) Executive commits a material breach of any of
the covenants, terms and provisions hereof or fails to
obey lawful and proper written directions delivered to
Executive by Employer's Chairman of the Board, President,
Chief Executive Officer or its Board of Directors.

(iii) Without Cause. Without Cause upon notice by Employer
to Executive. Without limiting the foregoing, the termination of
Executive's employment hereunder upon the expiration of the term
of his employment specified in Section 3 shall be treated as a
termination by Employer without Cause pursuant to this Section
6(a)(iii).

(b) Severance Pay and Bonuses.

(i) Termination Upon Death or Disability. Executive
shall not be entitled to any Separation Payments or any other
severance pay or other compensation upon termination of his
employment hereunder pursuant to Section 6(a)(i) except for the
following (which shall be paid promptly after termination,
except as specified in subsection (4) below):

(1) his Base Salary accrued but unpaid as of the
date of termination;

(2) unpaid expense reimbursements under Section 5
for expenses incurred in accordance with the terms hereof
prior to termination;

 

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