EXHIBIT 10.2
[FORM OF]
STOCK OPTION AGREEMENT FOR THE GRANT OF STOCK OPTIONS
UNDER LUMINEX CORPORATION STOCK OPTION PLAN
THIS AGREEMENT is entered into effective as of ______ ___ 19___, by and
between Luminex Corporation, a Delaware 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 Common Stock of the Company in accordance with the 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"). The Option shall be exercisable as specified
in Section 3 below.
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 ________ Beginning _______ ___, ______
of the shares subject to
the Option
With respect to ________ Beginning _______ ___, ______
of the shares subject to
the Option, less any
shares previously issued
hereunder
-1-
With respect to all of the
shares subject to the Beginning ________ ___, _____
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.
-2-
8. NON-TRANSFERABILITY; CALL OPTION OF THE COMPANY
The Optionee hereby recognizes and acknowledges that the Options granted
hereunder are not transferable other than by will or descent. Further, as
provided in the Plan, the Company shall have the right, but not the obligation,
to repurchase any and all Option Shares if the Optionee ceases to be an employee
of the Company for any reason other than death, disability, or retirement at
normal retirement age (the "Call Option"). The per share price of the Option
Shares repurchased pursuant to the Call Option shall be the Fair Market Value of
the Common Stock on the date that the Call Option is exercised.
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
-3-
