Exhibit 10.35
LUMINEX CORPORATION
FORM OF AMENDMENT TO EXECUTIVE
EMPLOYMENT AGREEMENTS
THIS AMENDMENT TO EMPLOYMENT AGREEMENT is made by and between ___________
(the "Executive") and LUMINEX CORPORATION, a Delaware corporation (the
"Company") effective as of March _____, 2006 (the "Amendment Effective Date").
WITNESSETH:
WHEREAS, the Company entered into an Employment Agreement (the "Employment
Agreement") with the Executive dated as of _________;
WHEREAS, the Company and the Executive desire to amend the Employment
Agreement such that no payments due thereunder would cause Executive to incur
any additional tax under Section 409A of the Internal Revenue Code of 1986, as
amended;
NOW, THEREFORE, for the reasons set forth above, the Company and the
Executive hereby amend the Employment Agreement as follows:
1. Six Month Delay for Certain Payments. The following new Section 4.8
shall be inserted into the Employment Agreement:
"4.8 Six Month Delay of Certain Payments. In the event the payment of
any amounts payable pursuant to this Section __________ hereof within six
months of the date of Executive's termination of employment would cause
Executive to incur any additional tax under Section 409A of the Internal
Revenue Code of 1986, as amended, then payment of such amounts shall be
delayed until the date that is six months following Executive's termination
date (the "Earliest Payment Date"). If this provision becomes applicable,
it is anticipated that payments that would have been made prior to the
Earliest Payment Date in the absence of this provision would be paid as a
lump sum on the Earliest Payment Date and the remaining severance benefits
or other payments would be paid according to the schedule otherwise
applicable to the payments."
2. Certain Definitions. Capitalized terms used in this Amendment not
otherwise defined herein shall have the same meaning as set forth in the
Employment Agreement.
3. Counterparts. This Amendment may be executed in counterparts, each of
which shall be an original but all of which shall constitute but one document.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date first stated above.
LUMINEX CORPORATION
By:
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Its:
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[NAME]
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