EXHIBIT 10.3
[FORM OF]
INCENTIVE STOCK OPTIONS UNDER
LUMINEX CORPORATION STOCK OPTION PLAN
THIS AGREEMENT is entered into effective as of _________ ___, _______, by
and between Luminex Corporation, a Texas corporation (the "Company"), and
____________ ("Optionee").
WHEREAS, Optionee is a key employee of the Company and the Company
considers it desirable and in its best interest that Optionee be given an
inducement to acquire a proprietary interest in the Company and an added
incentive to advance the interests of the Company by possessing an option to
purchase shares of the common stock of the Company in accordance with Luminex
Corporation Stock Option Plan (the "Plan").
NOW, THEREFORE, in consideration of the premises, it is agreed as follows:
1. DEFINITIONS
For purposes of this Agreement, all capitalized terms, if not otherwise
defined herein, shall have the meanings provided in the Plan.
2. GRANT OF OPTION
The Company hereby grants to Optionee the right, privilege and option to
purchase _______ shares of Common Stock (the "Option") at a price of $_____ per
share (the "Exercise Price"), determined by the Committee to be the Fair Market
Value of a share of Common Stock of the Company on ___________ ____, _____, the
date of grant of the Option (the "Date of Grant"). The Option shall be
exercisable as specified in Section 3 below. The Option is an incentive stock
option (as such term is defined in Section 422 of the Code).
3. TIME OF EXERCISE
3.1 Subject to the provisions of the Plan and Sections 3.2 and 3.3 hereof,
the Optionee shall be entitled to exercise his Option as follows:
With respect to ______ of Beginning _________ ____, _____
the shares subject to the
Option
With respect to ________ Beginning _________ ____, ______
of the shares subject to
the Option, less any shares
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previously issued hereunder
With respect to all of the Beginning ________ ____, _____
shares subject to the
Option, less any shares
previously issued hereunder
3.2 The Option may not be exercised later than _________ ___, _____.
3.3 If the Optionee's employment is terminated for any reason, other than
death or disability, the Option must be exercised, to the extent exercisable at
the time of termination of employment, within 30 days of the date on which
Optionee ceases to be an employee, but no later than ___________ ____, _____. In
the event of death or disability, the Option must be exercised, to the extent
exercisable at the time of termination of employment, within one year of the
date on which employment terminated as the result of death or disability, but no
later than _________ ____, ______.
4. NO CONTRACT OF EMPLOYMENT INTENDED
Nothing in this Agreement shall confer upon Optionee any right to continue
in the employ of the Company, or interfere in any way with the right of the
Company to terminate Optionee's employment relationship with the Company.
5. BINDING EFFECT
This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective heirs, executors, administrators and
successors.
6. INCONSISTENT PROVISIONS
The Option granted hereby is subject to the provisions of the Plan as in
effect on the date hereof. If any provision of this Agreement conflicts with
such a provision of the Plan, the Plan provision shall control.
7. COMPLIANCE WITH SECURITIES LAWS
It is the intention of the Company to effect full compliance with all
securities and other applicable laws with respect to the sale of shares pursuant
to the exercise of Options hereunder and subsequent resales by the Optionee. The
Company shall not be required to sell and deliver shares hereunder upon exercise
of this Option in whole or part until the Optionee shall have made such
representations and agreed to the legending of stock certificates in a fashion
as may reasonably be required by the Company's counsel to effect compliance with
all applicable securities or other laws.
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8. RIGHT OF FIRST REFUSAL
The Optionee recognizes that under the By-laws of the Company the Option
Shares may not be sold or transferred unless they are first offered to the
Corporation as provided in the By-laws.
IN WITNESS WHEREOF the parties hereto have caused this Agreement to be
executed effective as of the day and year first above written.
LUMINEX CORPORATION
By: ____________________________________
Xxxx X. Xxxxxxxx
President and CEO
____________________________________
____________________
Optionee
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