LUMINEX CORP
FORM OF AMENDED AND RESTATED EMPLOYMENT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>g77831exv10w1.txt
<DESCRIPTION>FORM OF AMENDED AND RESTATED EMPLOYMENT AGREEMENT
<TEXT>
<PAGE>
                                                                    Exhibit 10.1

                                     FORM OF
                    AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This Employment Agreement (this "Agreement"), dated as of March 10, 2000 and as
amended and restated effective May 23, 2002, 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] of the Company, 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
the date of [Exhibit A] (the "Commencement Date") and continue until March 9,
2003 unless earlier terminated pursuant to Section 6 or Section 10; provided,
however, that commencing on March 9, 2002 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 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.

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         (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.

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 Payment 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;

                  (3) compensation for accrued, unused vacation as of the date
                  of termination, determined in accordance with Employer's
                  policies and procedures then in effect; and

                  (4) any bonus to which Executive would have been entitled for
                  the Bonus Period if he were still employed hereunder on the
                  last day of the Bonus Period. Any such bonus shall be paid to
                  Executive at the same time bonuses are paid in respect of the
                  Bonus Period to other employees of Employer entitled to
                  receive bonuses for the Bonus Period. In the event the
                  determination of Executive's bonus in respect of the Bonus
                  Period involves any subjective assessment, such assessment
                  shall be made in a manner most favorable to Executive. For
                  purposes of this Agreement, the term "Bonus Period" means the
                  full fiscal year or other applicable bonus period during which
                  Executive's employment hereunder was terminated (or during
                  which Executive became Disabled, in the event of a termination
                  for Disability).

                  (ii) Termination Without Cause. In the event Executive's
                  employment hereunder is terminated pursuant to Section
                  6(a)(iii), Employer shall promptly pay Executive an amount
                  equal to one year's Base Salary at the then current rate plus
                  the amount of the most recent annual cash bonus amount in a
                  single lump sum payment (the

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                  "Separation Payment") as Executive's sole remedy in connection
                  with such termination. Receipt of the Separation Payment by
                  Executive will be contingent upon Executive executing a
                  release of any and all claims against the Company and its
                  parent and subsidiary companies, affiliate companies, and all
                  officers, directors, employees, agents, and shareholders of
                  all such entities, whether known or unknown, existing as of
                  the time of the receipt of the Separation Payment, with the
                  release to be in a form acceptable to the Company. Executive
                  acknowledges that he will not otherwise be entitled to the
                  Separation Payment without signing such a release. Employer
                  shall also promptly pay Executive the following:

                  (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; and

                  (3) compensation for accrued, unused vacation as of the date
                  of termination, determined in accordance with Employer's
                  policies and procedures then in effect.

                  This Section 6(b)(ii) is subject to the provisions of Section
                  10(j) dealing with the coordination of payments in the event
                  of a Change in Control.

                  (iii) Termination For Cause; Voluntary Termination. Executive
                  shall not be entitled to any Separation Payment or any other
                  severance pay or other compensation upon termination of his
                  employment hereunder pursuant to Section 6(a)(ii), or upon
                  Executive's voluntary termination of his employment hereunder,
                  except for the following (which shall be paid promptly after
                  termination):

                  (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; and

                  (3) compensation for accrued, unused vacation as of the date
                  of termination, determined in accordance with Employer's
                  policies and procedures then in effect.

         (c) Transfers of Employment. Executive's employment hereunder shall
         continue until the earlier of the following:

                  (i) Executive's employment with all Employers terminates; or

                  (ii) the last Employer (other than the Company) by which
                  Executive is employed under this Agreement ceases to be a
                  subsidiary or affiliate of the Company. For purposes of
                  Section 6(b)(ii), the termination of Executive's employment
                  hereunder pursuant to this Section 6(c)(ii) shall be treated
                  as a termination by Employer without Cause pursuant to Section
                  6(a)(iii).

SECTION 7.  Inventions; Assignment.

         (a) Inventions Defined. All rights to discoveries, inventions,
         improvements, designs, work product and innovations (including without
         limitation all data and records pertaining thereto) that relate to the
         business of Employer, whether or not specifically within Executive's
         duties or responsibilities and whether or not patentable, copyrightable
         or reduced to writing, that Executive may discover, invent, create or
         originate during the term of his employment hereunder or otherwise, and
         for a period of six months thereafter, either alone or with others and
         whether or not during working hours or by the use of the facilities of
         Employer ("Inventions"), shall be the exclusive property of Employer.
         Executive shall promptly disclose all Inventions to Employer, shall
         execute at the request of Employer any assignments or other documents
         Employer may deem necessary to protect or perfect its rights therein,
         and shall assist Employer, at Employer's expense, in obtaining,
         defending and enforcing Employer's rights therein. Executive hereby
         appoints Employer as his attorney-in-fact to execute on his behalf any
         assignments or other documents deemed necessary by Employer to protect
         or perfect its rights to any Inventions.

         (b) Covenant to Assign and Cooperate. Without limiting the generality
         of the foregoing, Executive shall assign and transfer, and does hereby
         assign and transfer, to Employer the world-wide right, title and
         interest of Executive in the

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         Inventions. Executive agrees that Employer may file copyright
         registrations and apply for and receive patents (including without
         limitation Letters Patent in the United States) for the Inventions in
         Employer's name in such countries as may be determined solely by
         Employer. Executive shall communicate to Employer all facts known to
         Executive relating to the Inventions and shall cooperate with
         Employer's reasonable requests in connection with vesting title to the
         Inventions and related copyrights and patents exclusively in Employer
         and in connection with obtaining, maintaining, protecting and enforcing
         Employer's exclusive copyrights and patent rights in the Inventions.

         (c) Successors and Assigns. Executive's obligations under this Section
         7 shall inure to the benefit of Employer and its successors and assigns
         and shall survive the expiration of the term of this Agreement for such
         time as may be necessary to protect the proprietary rights of Employer
         in the Inventions.

         (d) Consideration and Expenses . Executive shall perform his
         obligations under this Section 7 at Employer's expense, but without any
         additional or special compensation therefor.

SECTION 8.  Confidential Information.

         (a) Acknowledgment of Proprietary Interest. Executive acknowledges that
         all Confidential Information is a valuable, special and unique asset of
         Employer's business, access to and knowledge of which are essential to
         the performance of Executive's duties hereunder. Executive acknowledges
         the proprietary interest of Employer in all Confidential Information.
         Executive agrees that all Confidential Information learned by Executive
         during his employment with Employer or otherwise, whether developed by
         Executive alone or in conjunction with others or otherwise, is and
         shall remain the exclusive property of Employer. Executive further
         acknowledges and agrees that his disclosure of any Confidential
         Information will result in irreparable injury and damage to Employer.

         (b) Confidential Information Defined. "Confidential Information" means
         all confidential and proprietary information of Employer, written, oral
         or computerized, as it may exist from time to time, including without
         limitation (i) information derived from reports, investigations,
         experiments, research and work in progress, (ii) methods of operation,
         (iii) market data, (iv) proprietary computer programs and codes, (v)
         drawings, designs, plans and proposals, (vi) marketing and sales
         programs, (vii) client and supplier lists and any other information
         about Employer's relationships with others, (viii) historical financial
         information and financial projections, (ix) network and system
         architecture, (x) all other concepts, ideas, materials and information
         prepared or performed for or by Employer and (xi) all information
         related to the business plan, business, products, purchases or sales of
         Employer or any of its suppliers and customers, other than information
         that is publicly available.

         (c) Covenant Not To Divulge Confidential Information. Employer is
         entitled to prevent the disclosure of Confidential Information. As a
         portion of the consideration for the employment of Executive and for
         the compensation being paid to Executive by Employer, Executive agrees
         at all times during the term of his employment hereunder and thereafter
         to hold in strict confidence and not to disclose or allow to be
         disclosed to any person, firm or corporation, other than to persons
         engaged by Employer to further the business of Employer, and not to use
         except in the pursuit of the business of Employer, the Confidential
         Information, without the prior written consent of Employer. This
         Section 8 shall survive and continue in full force and effect in
         accordance with its terms after, and will not be deemed to be
         terminated by, any termination of this Agreement or of Executive's
         employment with Employer for any reason.

         (d) Return of Materials at Termination. In the event of any termination
         or cessation of his employment with Employer for any reason, Executive
         shall promptly deliver to Employer all property of Employer, including
         without limitation all documents, data and other information
         containing, derived from or otherwise pertaining to Confidential
         Information. Executive shall not take or retain any property of
         Employer, including without limitation any documents, data or other
         information, or any reproduction or excerpt thereof, containing,
         derived from or pertaining to any Confidential Information. The
         obligation of confidentiality set forth in this Section 8 shall
         continue notwithstanding Executive's delivery of such documents, data
         and information to Employer.

SECTION 9.  Non-competition.

         (a) Covenant Not to Compete. Executive acknowledges that during the
         term of his employment Employer has agreed to provide to him, and he
         shall receive from Employer, special training and knowledge, including
         without limitation the Confidential Information. Executive acknowledges
         that the Confidential Information is valuable to Employer and,
         therefore, its protection and maintenance constitutes a legitimate
         interest to be protected by Employer by the

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         enforcement of the covenant not to compete contained in this Section 9.
         Executive also acknowledges that such covenant not to compete is
         ancillary to other enforceable agreements of the parties, including
         without limitation the agreements regarding Confidential Information in
         Section 8 and the agreements regarding the payment of the Separation
         Payment and other severance pay and of the Termination Payment in
         Section 6 and Section 10, respectively. Therefore, following the
         termination of Employee's employment hereunder, Executive shall not
         directly or indirectly:

                  (i) for a period of one year following the date of the
                  termination (unless extended pursuant to the terms of this
                  Section 9) engage, alone or as a shareholder, partner, member,
                  manager, director, officer, employee of or consultant to, any
                  entity other than Employer that is in existence on the date of
                  the termination and is at that time engaged directly, or
                  indirectly through any subsidiary, division or other business
                  unit (individually, an "Entity") that engages, anywhere in
                  North America or in any other geographic area in or with
                  respect to which Executive has any duties or responsibilities
                  during the term of his employment with Employer, in any
                  business activities that were conducted by Employer prior to
                  the date of such termination (the "Designated Industry"); or

                  (ii) for a period of one year following the date of the
                  termination (unless extended pursuant to the terms of this
                  Section 9) solicit or encourage any director, officer,
                  employee of or consultant to Employer to end his relationship
                  with Employer and commence any such relationship with any
                  competitor of Employer in the Designated Industry.

         (b) Exclusion. Notwithstanding the provisions of this Section 9,
         Employee's non-competition obligations hereunder shall not preclude
         Employee from owning less than one percent of the voting power or
         economic interest in any publicly traded corporation conducting
         business activities in the Designated Industry.

         (c) No Offset. The representations and covenants contained in this
         Section 9 on the part of Executive shall be construed as ancillary to
         and independent of any other provision of this Agreement, and the
         existence of any claim (monetary or otherwise) or cause of action of
         Executive against Employer or any officer, director or shareholder of
         Employer, whether predicated on this Agreement or otherwise, shall not
         constitute a defense to the enforcement by Employer of the covenants of
         Executive contained in this Section 9.

         (d) Extension and Survival. If Executive violates any covenant
         contained in this Section 9, Employer shall not, as a result of such
         violation or the time involved in obtaining legal or equitable relief
         therefor, be deprived of the benefit of the full period of any such
         covenant. Accordingly, the covenants of Executive contained in this
         Section 9 shall be deemed to have durations as specified in Section
         9(a), which periods shall be extended by a number of days equal to the
         sum of (i) the total number of days Executive is in violation of any of
         the covenants contained in this Section 9 prior to the commencement of
         any litigation relating thereto and (ii) the total number of days the
         parties are involved in such litigation, through the date of entry by a
         court of competent jurisdiction of a final judgment enforcing the
         covenants of Executive in this Section 9. This Section 9 shall survive
         and continue in full force and effect in accordance with its terms
         after, and will not be deemed to be terminated by, any termination of
         this Agreement.

         (e) Severability. If at any time the provisions of this Section 9 are
         determined to be invalid or unenforceable by reason of being vague or
         unreasonable as to area, duration or scope of activity, this Section 9
         shall be considered divisible and shall be immediately amended to only
         such area, duration or scope of activity as shall be determined to be
         reasonable and enforceable by the court or other body having
         jurisdiction over the matter; and Executive agrees that this Section 9
         as so amended shall be valid and binding as though any invalid or
         unenforceable provision had not been included herein.

SECTION 10.  Termination of Employment in Connection With a Change In Control.

         (a) Applicability. The provisions of this Section 10 shall apply in
         lieu of all conflicting provisions in this Agreement in the event
         Executive's employment with Employer is terminated in a Triggering
         Termination. Each of the following events constitutes a "Triggering
         Termination" when Executive's employment with Employer is:

                  (i) actually terminated by Employer during an Applicable
                  Period for any reason other than for Good Reason;

                  (ii) Constructively Terminated by Employer during an
                  Applicable Period;

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                  (iii) terminated by Executive for any reason other than death,
                  or for no reason, within the 180 day period commencing on the
                  date of the Change in Control; or

                  (iv) terminated pursuant to Section 6(c)(ii) during an
                  Applicable Period.

         (b) Termination Payment. Upon the occurrence of a Triggering
         Termination, Employer shall pay Executive a lump sum payment in cash
         (the "Termination Payment") equal to 2.99 times Executive's average
         annual base salary plus cash bonus amount for the most recent five
         calendar years ending prior to the occurrence of the Triggering Event.
         Employer shall pay the Termination Payment to Executive concurrently
         with the Triggering Termination or, if the Triggering Termination
         occurs before the Change in Control, concurrently with the Change in
         Control.

         (c) Change in Control. A Change in Control means the occurrence during
         the term of this Agreement of any of the following events:

                  (i) Employer is merged, consolidated or reorganized into or
                  with another corporation or other legal person, and as a
                  result of such merger, consolidation or reorganization less
                  than 50% of the combined voting power of the then-outstanding
                  securities entitled to vote generally in the election of
                  directors ("Voting Stock") of such corporation or person
                  immediately after such transaction are held in the aggregate
                  by the holders of Voting Stock of Employer immediately prior
                  to such transaction;

                  (ii) Employer sells or otherwise transfers all or
                  substantially all of its assets to another corporation or
                  other legal person, and less than 50% of the combined voting
                  power of the then-outstanding Voting Stock of such corporation
                  or person is held in the aggregate by the holders of Voting
                  Stock of Employer immediately prior to such sale or transfer;

                  (iii) There is a report filed on Schedule 13D or Schedule
                  14D-1 (or any successor schedule, form or report), each as
                  promulgated pursuant to the Securities Exchange Act of 1934,
                  as amended (the "Exchange Act"), disclosing that any person
                  (as the term "person" is used in Section 13(d)(3) or Section
                  14(d)(2) of the Exchange Act), other than a Director of
                  Employer on the date hereof (or any group of such Directors),
                  has become the beneficial owner (as the term "beneficial
                  owner" is defined under Rule 13d-3 or any successor rule or
                  regulation promulgated under the Exchange Act) of securities
                  representing 50% or more of the combined voting power of the
                  then-outstanding Voting Stock of Employer;

                  (iv) Employer files a report or proxy statement with the
                  Securities and Exchange Commission pursuant to the Exchange
                  Act disclosing in response to Form 8-K or Schedule 14A (or any
                  successor schedule, form or report or item therein) that a
                  change in control of Employer has occurred or will occur in
                  the future pursuant to any then-existing contract or
                  transaction; or

                  (v) If, in connection with a proxy solicitation initiated by a
                  person or group other than the Board of Directors of Employer,
                  individuals who at the beginning of such proxy solicitation
                  constitute the Directors of Employer cease for any reason to
                  constitute at least a majority thereof within the one year
                  period following the initiation of such proxy solicitation.

                  Notwithstanding the foregoing provisions of Sections
                  10(c)(iii) or 10(c)(iv), unless otherwise determined in a
                  specific case by majority vote of the Board, a "Change in
                  Control" shall not be deemed to have occurred for purposes of
                  Section 10(c)(iii) or 10(c)(iv) solely because (A) Employer,
                  (B) an entity in which Employer directly or indirectly
                  beneficially owns 50% or more of the outstanding Voting Stock
                  (a "Subsidiary"), or (C) any Employer-sponsored employee stock
                  ownership plan or any other employee benefit plan of Employer
                  either files or becomes obligated to file a report or a proxy
                  statement under or in response to Schedule 13D, Schedule
                  14D-1, Form 8-K or Schedule 14A (or any successor schedule,
                  form or report or item therein) under the Exchange Act
                  disclosing beneficial ownership by it of shares of Voting
                  Stock of Employer, whether in excess of 50% or otherwise, or
                  because Employer reports that a change in control of Employer
                  has occurred or will occur in the future by reason of such
                  beneficial ownership or any increase or decrease thereof.


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         (d) Gross Up Payment.

                  (i) Anything in this Agreement to the contrary
                  notwithstanding, in the event that it shall be determined (as
                  hereafter provided) that all or any portion of any payment or
                  distribution by Employer or any of its affiliates to or for
                  the benefit of Executive pursuant to the terms of this Section
                  10 or otherwise, including under any stock option or other
                  agreement, plan, policy, program or arrangement (a "Payment"),
                  would be subject to the excise tax imposed by Section 4999 of
                  the Code (or any successor provision thereto), by reason of
                  being considered "contingent on a change in ownership or
                  control" of Employer, within the meaning of Section 280G of
                  the Code (or any successor provision thereto), or to any
                  similar tax imposed by state or local law, or any interest or
                  penalties with respect to such tax (such tax or taxes,
                  together with any such interest and penalties, being hereafter
                  collectively referred to as the "Excise Tax"), then Executive
                  shall be entitled to receive an additional payment or payments
                  (collectively, a "Gross-Up Payment"); provided, however, that
                  no Gross-Up Payment shall be made with respect to the Excise
                  Tax, if any, attributable to (i) any incentive stock option,
                  as defined by Section 422 of the Code ("ISO") granted prior to
                  the execution of this Agreement, or (ii) any stock
                  appreciation or similar right, whether or not limited, granted
                  in tandem with an ISO described in clause (i). The Gross-Up
                  Payment shall be in an amount such that, after payment by
                  Executive of all taxes (including any interest or penalties
                  imposed with respect to such taxes), including any Excise Tax
                  imposed upon the Gross-Up Payment, the Executive retains an
                  amount of the Gross-Up Payment equal to the Excise Tax imposed
                  upon the Payment.

                  (ii) Subject to the provisions of Section 10(d)(vi), all
                  determinations required to be made under this Section 10(d),
                  including whether an Excise Tax is payable by Executive and
                  the amount of such Excise Tax and whether a Gross-Up Payment
                  is required to be paid by Employer to Executive and the amount
                  of such Gross-Up Payment, if any, shall be made by a
                  nationally recognized accounting firm (the "Accounting Firm")
                  selected by Executive in his sole discretion. Executive shall
                  direct the Accounting Firm to submit its determination and
                  detailed supporting calculations to both Employer and
                  Executive within 30 calendar days after the Termination Date,
                  if applicable, and any such other time or times as may be
                  requested by Employer or Executive. If the Accounting Firm
                  determines that any Excise Tax is payable by Executive,
                  Employer shall pay the required Gross- Up Payment to Executive
                  within five business days after receipt of such determination
                  and calculations with respect to any Gross-Up Payment to
                  Executive. If the Accounting Firm determines that no Excise
                  Tax is payable by Executive, it shall, at the same time as it
                  makes such determination, furnish Employer and Executive a
                  written opinion to the effect that Executive has substantial
                  authority not to report any Excise Tax on his federal, state
                  or local income or other tax return. As a result of the
                  uncertainty in the application of Section 4999 of the Code (or
                  any successor provision thereto) and the possibility of
                  similar uncertainty regarding applicable state or local tax
                  law at the time of any determination by the Accounting Firm
                  hereunder, it is possible that Gross- Up Payments which will
                  not have been made by Employer should have been made (an
                  "Underpayment"), consistent with the calculations required to
                  be made hereunder. In the event that the Company exhausts or
                  fails to pursue its remedies pursuant to Section 10(d)(vi) and
                  Executive thereafter is required to make a payment of any
                  Excise Tax, Executive shall direct the Accounting Firm to
                  determine the amount of the Underpayment that has occurred and
                  to submit its determination and detailed supporting
                  calculations to both Employer and Executive as promptly as
                  possible. Any such Underpayment shall be promptly paid by
                  Employer to, or for the benefit of, Executive within five
                  business days after receipt of such determination and
                  calculations.

                  (iii) Employer and Executive shall each provide the Accounting
                  Firm access to and copies of any books, records and documents
                  in the possession of Employer or Executive, as the case may
                  be, reasonably requested by the Accounting Firm, and otherwise
                  cooperate with the Accounting Firm in connection with the
                  preparation and issuance of the determinations and
                  calculations contemplated by this Section 10(d). Any
                  determination by the Accounting Firm as to the amount of any
                  Gross-Up Payment or Underpayment shall be binding upon
                  Employer and Executive.

                  (iv) The federal, state and local income or other tax returns
                  filed by Executive shall be prepared and filed on a consistent
                  basis with the determination of the Accounting Firm with
                  respect to the Excise Tax payable by Executive. Executive
                  shall make proper payment of the amount of any Excise Tax, and
                  at the request of Employer, provide to Employer true and
                  correct copies (with any amendments) of his federal income tax
                  return as filed with the Internal Revenue Service and
                  corresponding state and local tax returns,

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                  if relevant, as filed with the applicable taxing authority,
                  and such other documents reasonably requested by Employer,
                  evidencing such payment. If prior to the filing of Executive's
                  federal income tax return, or corresponding state or local tax
                  return, if relevant, the Accounting Firm determines that the
                  amount of the Gross-Up Payment should be reduced, Executive
                  shall within five business days pay to Employer the amount of
                  such reduction.

                  (v) The fees and expenses of the Accounting Firm for its
                  services in connection with the determinations and
                  calculations contemplated by this Section 10(d) shall be borne
                  by Employer. If such fees and expenses are initially paid by
                  Executive, Employer shall reimburse Executive the full amount
                  of such fees and expenses within five business days after
                  receipt from Executive of a statement therefor and reasonable
                  evidence of his payment thereof.

                  (vi) Executive shall notify Employer in writing of any claim
                  by the Internal Revenue Service or any other taxing authority
                  that, if successful, would require the payment by Employer of
                  a Gross-Up Payment. Such notification shall be given as
                  promptly as practicable but no later than 10 business days
                  after Executive actually receives notice of such claim and
                  Executive shall further apprize Employer of the nature of such
                  claim and the date on which such claim is requested to be paid
                  (in each case, to the extent known by Executive). Executive
                  shall not pay such claim prior to the earlier of (A) the
                  expiration of the 30-calendar-day period following the date on
                  which he gives such notice to Employer and (B) the date that
                  any payment of amount with respect to such claim is due. If
                  Employer notifies Executive in writing prior to the expiration
                  of such period that it desires to contest such claim,
                  Executive, subject to the provisions of Section 10(d) of this
                  Agreement, shall:

                  (1) provide Employer with any written records or documents in
                  his possession relating to such claim reasonably requested by
                  Employer;

                  (2) take such action in connection with contesting such claim
                  as Employer shall reasonably request in writing from time to
                  time, including without limitation accepting legal
                  representation with respect to such claim by an attorney
                  competent in respect of the subject matter and reasonably
                  selected by Employer;

                  (3) cooperate with Employer in good faith in order effectively
                  to contest such claim; and

                  (4) permit Employer to participate in any proceedings relating
                  to such claim;

                  provided, however, that Employer shall bear and pay directly
                  all costs and expenses (including interest and penalties)
                  incurred in connection with such contest and shall indemnify
                  and hold harmless Executive, on an after-tax basis, for and
                  against any Excise Tax or income tax, including interest and
                  penalties with respect thereto, imposed as a result of such
                  representation and payment of costs and expenses. Without
                  limiting the foregoing provisions of this Section 10(d),
                  Employer shall control all proceedings taken in connection
                  with the contest of any claim contemplated by this Section
                  10(d) and, at its sole option, may pursue or forego any and
                  all administrative appeals, proceedings, hearings and
                  conferences with the taxing authority in respect of such claim
                  (provided, however, that Executive may participate therein at
                  his own cost and expense) and may, at its option, either
                  direct Executive to pay the tax claimed and sue for a refund
                  or contest the claim in any permissible manner, and Executive
                  agrees to prosecute such contest to a determination before any
                  administrative tribunal, in a court of initial jurisdiction
                  and in one or more appellate courts, as Employer shall
                  determine; provided, however, that if Employer directs
                  Executive to pay the tax claimed and sue for a refund,
                  Employer shall advance the amount of such payment to Executive
                  on an interest-free basis and shall indemnify and hold
                  Executive harmless, on an after-tax basis, from any Excise Tax
                  or income or other tax, including interest or penalties with
                  respect thereto, imposed with respect to such advance; and
                  provided further, however, that any extension of the statute
                  of limitations relating to payment of taxes for the taxable
                  year of Executive with respect to which the contested amount
                  is claimed to be due is limited solely to such contested
                  amount. Furthermore, Employer's control of any such contested
                  claim shall be limited to issues with respect to which a
                  Gross-Up Payment would be payable hereunder and Executive
                  shall be entitled to settle or contest, as the case may be,
                  any other issue raised by the Internal Revenue Service or any
                  other taxing authority.

                  (vii) If, after the receipt by Executive of an amount advanced
                  by Employer pursuant to Section 10(d), Executive receives any
                  refund with respect to such claim, Executive shall (subject to
                  Employer's complying with the requirements of Section 10(d))
                  promptly pay to Employer the amount of such refund (together
                  with any interest paid or credited thereon after any taxes
                  applicable thereto). If, after the receipt by Executive of an
                  amount advanced by Employer pursuant to Section 10(d)(vi), a
                  determination is made that Executive shall not be entitled to
                  any refund with respect to such claim and Employer does not
                  notify Executive in writing of its intent to

                                                                    Page 8 of 14
<PAGE>

                  contest such denial or refund prior to the expiration of 30
                  calendar days after such determination, then such advance
                  shall be forgiven and shall not be required to be repaid and
                  the amount of any such advance shall offset, to the extent
                  thereof, the amount of Gross-Up Payment required to be paid by
                  Employer to Executive pursuant to this Section 10(d).

                  (viii) Any information provided by Executive to Employer under
                  this Section 10(d) shall be treated confidentially by Employer
                  and will not be provided by Employer to any other person than
                  Employer's professional advisors without Executive's prior
                  written consent except as required by law.

         (e) Term. Notwithstanding the provisions of Section 3, if a Change in
         Control occurs prior to the termination of this Agreement, Sections 10,
         11 and 12 shall continue in effect for a period of 24 months after the
         date of the Change in Control.

         (f) No Duty to Mitigate Damages. Executive's rights and privileges
         under this Section 10 shall be considered severance pay in
         consideration of his past service and his continued service to Employer
         from the Commencement Date, and his entitlement thereto shall neither
         be governed by any duty to mitigate his damages by seeking further
         employment nor offset by any compensation that he may receive from
         future employment.

         (g) Release of All Claims. Executive acknowledges that the Separation
         Payment and the Termination Payment, if applicable, are intended to be
         Executive's sole remedy with respect to the termination of his
         employment. Therefore, Executive's receipt of the Separation Payment or
         Termination Payment (as applicable hereunder) will be contingent upon
         Executive's executing a release of any and all claims against the
         Company and its parent and subsidiary companies, affiliate companies
         and all officers, directors, employees, agents, and shareholders of all
         such entities, whether known or unknown, existing as of the time of the
         receipt of the Separation Payment or Termination Payment, with the
         release to be in a form acceptable to the Company. Executive
         acknowledges that he will not otherwise be entitled to the Separation
         Payment of Termination Payment without signing such a release.

         (h) Arbitration. Any controversy or claim arising out of or relating to
         this Section 10, or the breach thereof, shall be settled exclusively by
         arbitration in Austin, Texas, in accordance with the Commercial
         Arbitration Rules of the American Arbitration Association then in
         effect. Judgment upon the award rendered by the arbitrator may be
         entered in, and enforced by, any court having jurisdiction thereof.

         (i) No Right To Continued Employment. This Section 10 shall not give
         Executive any right of continued employment or any right to
         compensation or benefits from Employer except the rights specifically
         stated herein.

         (j) Restricted Stock and Exercise of Stock Options. Executive may hold
         options ("Options") issued under the Incentive Plan and such Options
         shall become immediately exercisable upon a Change in Control. In
         addition, Executive may hold restricted stock ("Restricted Stock")
         issued under the Incentive Plan, and all applicable restrictions shall
         lapse upon a Change in Control. Employer shall take no action to
         facilitate a transaction involving a Change in Control, including
         without limitation redemption of any rights issued pursuant to any
         rights agreement, unless it has taken such action as may be necessary
         to ensure that Executive has the opportunity to exercise all Options he
         may then hold, and obtain certificates containing no restrictive
         legends in respect of any Restricted Stock he may then hold, at a time
         and in a manner that shall give Executive the opportunity to sell or
         exchange the securities of Employer acquired upon exercise of his
         Options and upon receipt of unrestricted certificates for shares of
         Common Stock in respect of his Restricted Stock, if any (collectively,
         the "Acquired Securities"), at the earliest time and in the most
         advantageous manner any holder of the same class of securities as the
         Acquired Securities is able to sell or exchange such securities in
         connection with such Change in Control. Employer acknowledges that its
         covenants in the preceding sentence (the "Covenants") are reasonable
         and necessary in order to protect the legitimate interests of Employer
         in maintaining Executive as one of its employees and that any violation
         of the Covenants by Employer would result in irreparable injuries to
         Executive, and Employer therefore acknowledges that in the event of any
         violation of the Covenants by Employer or its directors, officers or
         employees, or any of their respective agents, Executive shall be
         entitled to obtain from any court of competent jurisdiction temporary,
         preliminary and permanent injunctive relief in order to (i) obtain
         specific performance of the Covenants, (ii) obtain specific performance
         of the exercise of his Options, delivery of certificates containing no
         restrictive legends in respect of his Restricted Stock and the sale or
         exchange of the Acquired Securities in the advantageous manner
         contemplated above or (iii) prevent violation of the Covenants;
         provided nothing in this Agreement shall be deemed to prejudice
         Executive's rights to damages for violation of the Covenants.


                                                                    Page 9 of 14
<PAGE>

         (k) Coordination With Other Payments.

                  (i) After the termination of Executive's employment hereunder:

                           (1) if Executive is entitled to receive a Separation
                           Payment; and

                           (2) Executive subsequently becomes entitled to
                           receive a Termination Payment, Gross Up Payment or
                           both, then,

                  (ii) prior to the disbursement of the Termination Payment and
                  Gross Up Payment:

                           (1) the payment date of any unpaid Separation Payment
                           shall be accelerated to the payment date of the
                           Termination Payment and such Separation Payment shall
                           be made (in this event, Employer waives any
                           requirement that Executive reduce the Separation
                           Payment by the amount of any income earned by
                           Executive thereafter); and

                           (2) the Termination Payment shall be reduced by the
                           amount of the Separation Payment so accelerated and
                           made.

         (l) Outplacement Services. If Executive becomes entitled to receive a
         Termination Payment under this Section 10, Employer agrees to reimburse
         Executive for the amount of any outplacement consulting fees and
         expenses incurred by Executive during any Applicable Period and during
         the two-year period following the Change In Control; provided that the
         aggregate amount reimbursed by Employer shall not exceed 15% of the
         amount determined pursuant to Section 10(b)(i)(1). In addition and as
         to each reimbursement payment, to the extent that any reimbursement
         under this Section 10(l) is subject to federal, state or local income
         taxes, Employer shall pay Executive an additional amount such that the
         net amount retained by Executive, after deduction of any federal, state
         and local income tax on the reimbursement and such additional amount,
         shall be equal to the reimbursement payment. All amounts under this
         Section 10(l) shall be paid by Employer within 15 days after
         Executive's presentation to Employer of any statements of such amounts.

SECTION 11.  General.

         (a) Notices. All notices and other communications hereunder shall be in
         writing or by written telecommunication, and shall be deemed to have
         been duly given if delivered personally or if mailed by certified mail,
         return receipt requested or by written telecommunication, to the
         relevant address set forth below, or to such other address as the
         recipient of such notice or communication shall have specified to the
         other party in accordance with this Section 11(a):

         If to Employer, to:

         Luminex Corporation
         12212 Technology Blvd.
         Austin, Texas 78727
         Attention:    General Counsel
         Facsimile Number: (512) 219-6325

         If to Executive, to:

         12212 Technology Blvd.
         Austin, Texas 78727

         (b) Withholding; No Offset. All payments required to be made to
         Executive by Employer under this Agreement shall be subject to the
         withholding of such amounts, if any, relating to federal, state and
         local taxes as may be required by law. No payments under Section 10
         shall be subject to offset or reduction attributable to any amount
         Executive may owe to Employer or any other person.

         (c) Legal and Accounting Costs. Employer shall pay all attorneys' and
         accountants' fees and costs incurred by Executive as a result of any
         breach by Employer of its obligations under this Agreement, including
         without limitation


                                                                   Page 10 of 14
<PAGE>

         all such costs incurred in contesting or disputing any determination
         made by Employer under Section 10 or in connection with any tax audit
         or proceeding to the extent attributable to the application of Section
         4999 of the Code to any payment under Section 10. Reimbursements of
         such costs shall be made by Employer within 15 days after Executive's
         presentation to Employer of any statements of such costs and thereafter
         shall bear interest at the rate of 18% per annum or, if different, the
         maximum rate allowed by law until paid by Employer, and all accrued and
         unpaid interest shall bear interest at the same rate, all of which
         interest shall be compounded daily.

         (d) Equitable Remedies. Each of the parties hereto acknowledges and
         agrees that upon any breach by Executive of his obligations under any
         of Sections 7, 8 and 9, Employer shall have no adequate remedy at law
         and accordingly shall be entitled to specific performance and other
         appropriate injunctive and equitable relief.

         (e) Severability. If any provision of this Agreement is held to be
         illegal, invalid or unenforceable, such provision shall be fully
         severable, and this Agreement shall be construed and enforced as if
         such illegal, invalid or unenforceable provision never comprised a part
         hereof, and the remaining provisions hereof shall remain in full force
         and effect and shall not be affected by the illegal, invalid or
         unenforceable provision or by its severance herefrom. Furthermore, in
         lieu of such illegal, invalid or unenforceable provision, there shall
         be added automatically as part of this Agreement a provision as similar
         in its terms to such illegal, invalid or unenforceable provision as may
         be possible and be legal, valid and enforceable.

         (f) Waivers. No delay or omission by either party in exercising any
         right, power or privilege hereunder shall impair such right, power or
         privilege, nor shall any single or partial exercise of any such right,
         power or privilege preclude any further exercise thereof or the
         exercise of any other right, power or privilege.

         (g) Counterparts. This Agreement may be executed in multiple
         counterparts, each of which shall be deemed an original, and all of
         which together shall constitute one and the same instrument.

         (h) Captions. The captions in this Agreement are for convenience of
         reference only and shall not limit or otherwise affect any of the terms
         or provisions hereof.

         (i) Reference to Agreement. Use of the words "herein," "hereof,"
         "hereto," "hereunder" and the like in this Agreement refer to this
         Agreement only as a whole and not to any particular section or
         subsection of this Agreement, unless otherwise noted.

         (j) Binding Agreement. This Agreement shall be binding upon and inure
         to the benefit of the parties and shall be enforceable by the personal
         representatives and heirs of Executive and the successors and assigns
         of Employer. This Agreement may be assigned by the Company or any
         Employer to any Employer; provided that in the event of any such
         assignment, the Company shall remain liable for all of its obligations
         hereunder and shall be liable for all obligations of all such assignees
         hereunder. If Executive dies while any amounts would still be payable
         to him hereunder, such amounts shall be paid to Executive's estate.
         This Agreement is not otherwise assignable by Executive.

         (k) Entire Agreement; Effect on Prior Agreement. This Agreement
         contains the entire understanding of the parties, supersedes all prior
         agreements and understandings relating to the subject matter hereof
         (including without limitation the Prior Agreement, which is hereby
         terminated) and may not be amended except by a written instrument
         hereafter signed by each of the parties hereto. Executive and the
         Company hereby agree that, if any other employment agreement between
         Executive and the Company (or any other Employer) is in existence on
         the Commencement Date, then this Agreement shall supersede such other
         employment agreement in its entirety, and such other employment
         agreement shall no longer be of any force and effect after the date
         hereof.

         (l) Governing Law. This Agreement and the performance hereof shall be
         construed and governed in accordance with the laws of the State of
         Texas, without regard to its choice of law principles.

         (m) Gender and Number. The masculine gender shall be deemed to denote
         the feminine or neuter genders, the singular to denote the plural, and
         the plural to denote the singular, where the context so permits.

         (n) Assistance in Litigation. During the term of this Agreement and for
         a period of two years thereafter, Executive shall, upon reasonable
         notice, furnish such information and proper assistance to Employer as
         may reasonably be required by Employer in connection with any
         litigation in which Employer is, or may become, a party and with
         respect

                                                                   Page 11 of 14
<PAGE>

         to which Executive's particular knowledge or experience would be
         useful. Employer shall reimburse Executive for all reasonable
         out-of-pocket expenses incurred by Executive in rendering such
         assistance. The provisions of this Section 11(n) shall continue in
         effect notwithstanding termination of Executive's employment hereunder
         for any reason.

SECTION 12. Definitions. As used in this Agreement, the following terms will
have the following meanings:

         (a) Accounting Firm has the meaning ascribed to it in Section
         10(d)(ii).

         (b) Acquired Securities has the meaning ascribed to it in Section
         10(i).

         (c) Agreement has the meaning ascribed to it in the heading of this
         document.

         (d) Applicable Period means, with respect to any Change In Control, the
         period of 27 months commencing 3 months before the Change In Control
         and ending 24 months after the Change In Control.

         (e) Base Salary has the meaning ascribed to it in Section 4(a).

         (f) Cause has the meaning ascribed to it in Section 6(a)(ii).

         (g) Change In Control has the meaning ascribed to it in Section 10(c).

         (h) Code means the Internal Revenue Code of 1986, as amended.

         (i) Commencement Date has the meaning ascribed to it in Section 3.

         (j) Company means Luminex Corporation, a Delaware corporation.

         (k) Confidential Information has the meaning ascribed to it in Section
         8(b).

         (l) Constructively Terminated with respect to an Executive's employment
         with Employer will be deemed to have occurred if Employer:

                  (i) demotes Executive to a lesser position, either in title or
                  responsibility, than the highest position held by Executive
                  with Employer at any time during Executive's employment with
                  Employer;

                  (ii) decreases Executive's compensation below the highest
                  level in effect at any time during Executive's employment with
                  Employer or reduces Executive's benefits and perquisites below
                  the highest levels in effect at any time during Executive's
                  employment with Employer (other than as a result of any
                  amendment or termination of any employee or group or other
                  executive benefit plan, which amendment or termination is
                  applicable to all executives of Employer); or

                  (iii) requires Executive to relocate to a principal place of
                  business more than 30 miles from the principal place of
                  business occupied by Employer on the first day of an
                  Applicable Period.

         (m) Covenants has the meaning ascribed to it in Section 10(i).

         (n) Designated Industry has the meaning ascribed to it in Section
         9(a)(i)(1).

         (o) Determination has the meaning ascribed to such term in Section
         1313(a) of the Code.

         (p) Disability with respect to Executive shall be deemed to have
         occurred whenever Executive is rendered unable to engage in any
         substantial gainful activity by reason of any medically determinable
         physical or mental impairment that can be expected to result in death
         or that has lasted or can be expected to last for a continuing period
         of not less than 12 months. In the case of any dispute, the
         determination of Disability will be made by a licensed physician
         selected by Employer, which physician's decision will be final and
         binding.

         (q) Executive has the meaning ascribed to it in the heading of this
         Agreement.

                                                                   Page 12 of 14
<PAGE>

         (r) Employer refers collectively to the Company and its subsidiaries
         and other affiliates. In Section 10, the term "Employer" shall be
         deemed to refer to the Company, and for purposes of Section 10,
         Executive shall be deemed to be employed by the Company and all
         compensation and benefits paid or provided to Executive by any Employer
         under this Agreement at any time shall be deemed to have been paid or
         provided to Executive by the Company.

         (s) Entity has the meaning ascribed to it in Section 10(l)(i)(1).

         (t) Exchange Act has the meaning ascribed to it in Section 10(c)(iii).

         (u) Excise Tax has the meaning ascribed to it in Section 10(d)(i).

         (v) Good Reason means the termination of Executive's employment with
         Employer as a result of Executive's commission of a felony or failure
         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.

         (w) Gross Up Payment has the meaning ascribed to it in Section
         10(d)(i).

         (x) Incentive Plans means any stock option or equity incentive plan
         adopted by Employer from time to time.

         (y) Inventions has the meaning ascribed to it in Section 7(a).

         (z) ISO has the meaning ascribed to it in Section 10(d)(i).

         (aa) Options has the meaning ascribed to it in Section 10(i).

         (bb) Parachute Payments has the meaning ascribed to such term in
         Section 280G(b)(2) of the Code.

         (cc) Payment has the meaning ascribed to it in Section 10(d)(i).

         (dd) Restricted Stock has the meaning ascribed to it in Section 10(i).

         (ee) Separation Payment Period has the meaning ascribed to it in
         Section 6(b)(ii).

         (ff) Separation Payment has the meaning ascribed to it in Section
         6(b)(ii).

         (gg) Target Bonus means, with respect to each Executive, the dollar
         amount that is equal to the established percentage of such Executive's
         Base Salary that would be paid to Executive under the management
         incentive bonus plan of Employer assuming the measurement criteria
         contained in such plan with respect to Executive were achieved for the
         Bonus Period in which the Change In Control occurred.

         (hh) Termination Payment has the meaning ascribed to it in Section
         10(b)(i).

         (ii) Triggering Termination has the meaning ascribed to it in Section
         10(a).

         (jj) Underpayment has the meaning as ascribed to it in Section
         10(d)(ii).


EXECUTED as of the date and year first above written.

                                         LUMINEX CORPORATION

                                     By:
                                         ---------------------------------------
                                     Mark Chandler
                                     President and Chief Executive Officer


                                                                   Page 13 of 14
<PAGE>

<TABLE>
<CAPTION>
Executive                                Office                                      Base Salary                   Date
---------                                ------                                      -----------                   ----
<S>                                <C>                                               <C>                         <C>
Ralph L. McDade, M.D.              Vice President, Scientific Affairs                190,000                     03-10-00

Van S. Chandler                    Vice President, Instruments                       190,000                     03-10-00

Randel S. Marfin                   Vice President, Business Development              160,000                     03-10-00

Gail S. Page                       Executive Vice President and Chief                235,000                     10-20-00
                                   Operating Officer

James E. Schepp                    Vice President, Sales and Marketing               235,000                     03-29-01

James W. Jacobson, Ph.D.           Vice President, Technical Operations              130,000                      11-9-01

Oliver H. Meek                     Vice President, Manufacturing                     135,000                     02-14-00
</TABLE>

                                                                   Page 14 of 14


</TEXT>
</DOCUMENT>
