Exhibit 10.6






Exhibit 10.6




LUMINEX CORPORATION

RESTRICTED SHARE UNIT AGREEMENT

(DIRECTOR FORM)




THIS RESTRICTED SHARE UNIT AGREEMENT (this “Agreement”) is made and entered into as of the
                     day of                     , 20_____ 
(the “Grant Date”), between Luminex Corporation, a Delaware
corporation (the “Company”), and [director] (the “Grantee”). Capitalized terms not
otherwise defined herein shall have the meaning ascribed to such terms in the Luminex Corporation
Amended and Restated 2006 Equity Incentive Plan (the “Plan”).



WHEREAS, the Company has adopted the Plan, which permits the issuance of Restricted Share
Units; and



WHEREAS, the Grantee has elected to receive all or a portion of Grantee’s retainers for
services as a director of the Company (a “Director”) in the form of a Restricted Share Unit award.



NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and for other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto, intending to be legally bound hereby, agree as follows:




1. Grant of Restricted Share Unit Award.



1.1 The Company hereby grants to the Grantee an award (the “Award”) of [number]
Restricted Share Units (“RSUs”) on the terms and conditions set forth in this Agreement and as
otherwise provided in the Plan.



1.2 This Agreement shall be construed in accordance and consistent with, and subject to, the
terms of the Plan; and, except as otherwise expressly set forth herein, the capitalized terms used
in this Agreement shall have the same meanings as are set forth in the Plan.



1.3 The Grantee’s rights with respect to the Award shall remain forfeitable at all times prior
to the dates on which the RSUs shall vest in accordance with Section 2 hereof. This Award may not
be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by Grantee
other than by will or the laws of descent and distribution.




2. Vesting and Payment.



2.1 Except as provided in Section 2.3, the Award shall vest in its entirety on the date of the
next annual meeting [for new directors: “one year from
the date of grant”].



2.2 Unless otherwise elected by the Grantee pursuant to an election form provided by the
Company (the “Election Form”), the Grantee shall be entitled to payment, at the time of Grantee’s
termination of (or removal from) service as a Director, in respect of all RSUs covered by the Award
that are then vested. Subject to the provisions of the Plan, any payment of RSUs pursuant to this
Agreement shall be made through the issuance to the Grantee (or to the
executors or administrators of Grantee’s estate, after the Company’s receipt of notification
of Grantee’s death, as the case may be) of a stock certificate for a number of Shares equal to the
number of such vested RSUs. Settlement of the RSUs shall be made within 90 days (with the date of
payment selected by the Company in its sole discretion) of the Grantee’s termination of service as
a Director or such other payment date selected by the Grantee pursuant to a properly executed
Election Form.


 


 









 





2.3 Except as otherwise determined by the Board at or after the grant of the Award hereunder,
Grantee shall forfeit all RSUs granted hereunder, and all rights of the Grantee to the Shares
payable with respect to such RSUs shall terminate, without further obligation on the part of the
Company, unless the Grantee remains in the continuous employment of the Company or its Subsidiaries
for the entire period beginning on the Grant Date and ending on the vest date applicable to such
RSUs as provided in Section 2.1. “Continuous employment” will be deemed to end on the date on which
notice of termination or removal from the Board of Directors is received by the Grantee (or such
later date as specified in such notice by the Company) or notice of resignation is given by the
Grantee. Notwithstanding the foregoing, this Award shall automatically vest as to all RSUs awarded
hereunder (as to which such RSUs have not previously vested) upon (i) the occurrence of a “change
in control” (as such term is defined under Section 1.409A-3(i)(5) or the Treasury Regulations) or
(ii) the occurrence of termination of the Grantee’s service as a Director which results from
Grantee’s (A) death or (B) “disability” (as such term is defined under Section 1.409A-3(i)(4) of
the Treasury Regulations).



2.4 Notwithstanding anything to the contrary in this Agreement, if (i) on the date Grantee’s
service as a Director terminates the Grantee is a “specified employee” (as such term is defined
under Section 1.409A-1(i)(1) of the Treasury Regulations) of the Company and (ii) any payments (in
cash or Shares) to be provided to the Grantee pursuant to this Agreement are or may become subject
to the additional tax under Section 409A(a)(1)(B) of the Code or any other taxes or penalties
imposed under Section 409A of the Code if provided at the time otherwise required under this
Agreement, then such payments shall be delayed until the date that is six months after the date of
Grantee’s “separation from service” (as such term is defined under Section 1.409A-1(h) of the
Treasury Regulations) as a Director of the Company. Any payments (in cash or Shares) delayed
pursuant to this Section 2.4 shall be made in a lump sum (or in one issuance in the case of Shares)
on the first day of the seventh month following the Grantee’s “separation from service” (as such
term is defined under Section 1.409A-1(h) of the Treasury Regulations).




3. Dividend Equivalents; No Voting Rights.



No dividend equivalents shall be paid or payable with respect to unvested RSUs (as determined
under Section 2). Any vested RSUs covered by this Award shall be credited with dividend
equivalents at the time of any payment of dividends to shareholders on Shares as follows: the
amount of any cash, or the Fair Market Value of any Shares, payable as a dividend with respect to a
corresponding number of Shares shall be converted into additional RSUs based on the Fair Market
Value of a Share at the time such dividends are paid, provided that such RSUs shall be subject to
the same payment terms and restrictions on transferability as apply to the RSUs with respect to
which they relate. Any dividend equivalent rights shall be paid in accordance with the Company’s
payment practices as of the date on which such dividend would have been payable in respect of
outstanding Shares. The Grantee shall not be entitled to voting
rights with respect to RSUs covered by this Award. No Shares are actually awarded to Grantee on
the date of grant and Grantee shall have no rights of a stockholder with respect to RSUs until the
restrictions set forth herein have lapsed.


 


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4. No Right to Continued Service.



Nothing in this Agreement or the Plan shall be interpreted or construed to confer upon the
Grantee any right to continue service as a member of the Board.




5. Adjustments.



In the event of a change in capitalization, a change in corporate structure or any corporate
transaction or event described in the Plan, the Board shall make an equitable and proportionate
adjustment or substitution (including by substitution of shares of another corporation), in the
number and class of Shares or other stock or securities represented by RSUs. Any such adjustment
(or substitution) by the Board shall be made in accordance with the provisions of the Plan and
shall be final and binding for all purposes of the Plan and this Agreement.




6. Plan Governs.



The Grantee hereby acknowledges receipt of a copy of the Plan and agrees to be bound by all
the terms and provisions thereof. The terms of this Agreement are governed by the terms of the
Plan, and in the case of any inconsistency between the terms of this Agreement and the terms of the
Plan, the terms of the Plan shall govern.




7. Modification of Agreement.



Subject to the restrictions contained in the Plan, the Board may waive any conditions or
rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, the Award,
prospectively or retroactively in accordance with and subject to the limitations of Section 409A of
the Code and the Treasury Regulations promulgated thereunder; provided that any such waiver,
amendment, alteration, suspension, discontinuance, cancellation or termination that would adversely
affect the rights of the Grantee or any holder or beneficiary of the Award shall not to that extent
be effective without the consent of the Grantee, holder or beneficiary affected.




8. Severability.



If any provision of this Agreement is, or becomes, or is deemed to be invalid, illegal, or
unenforceable in any jurisdiction or as to any Person or the Award, or would disqualify the Plan or
Award under any laws deemed applicable by the Board, such provision shall be construed or deemed
amended to conform to the applicable laws, or if it cannot be construed or deemed amended without,
in the determination of the Board, materially altering the intent of the Plan or the Award, such
provision shall be stricken as to such jurisdiction, Person or Award, and the remainder of the Plan
and Award shall remain in full force and effect.


 


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9. Governing Law.



The validity, interpretation, construction, effect and performance of this Agreement shall be
governed by the laws of the State of Delaware without giving effect to the conflicts of law
principles thereof, except to the extent that such laws are preempted by Federal law.




10. Successors in Interest.



This Agreement shall inure to the benefit of and be binding upon any successor to the Company.
This Agreement shall inure to the benefit of the Grantee’s legal representatives. All obligations
imposed upon the Grantee and all rights granted to the Company under this Agreement shall be
binding upon the Grantee’s heirs, executors, administrators and successors.




11. Resolution of Disputes.



Any dispute or disagreement which may arise under, or as a result of, or in any way related
to, the interpretation, construction or application of this Agreement shall be determined by the
Board. Any determination made hereunder shall be final, binding and conclusive on the Grantee and
the Company for all purposes. The Grantee may contest a decision or action by the Board with
respect to such Grantee only on the grounds that such decision or action was arbitrary or
capricious or was unlawful, and any review of such decision or action shall be limited to
determining whether the Board’s decision or action was arbitrary or capricious or unlawful.




12. Notices.



All notices required to be given under this Award shall be deemed to be received if delivered
or mailed as provided for herein, to the parties at the following addresses, or to such other
address as either party may provide in writing from time to time.




	 	To the Company:	 	Luminex Corporation

12212 Technology Blvd.

Austin, TX 78727

Attn: Corporate Secretary and Chief Financial Officer







	 	To the Grantee:	 	   The address then maintained with respect to the Grantee in the Company’s
records.






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IN WITNESS WHEREOF, the parties have caused this Restricted Share Unit Agreement to be duly
executed effective as of the day and year first above written.



	 	 	 	 	 
	 	LUMINEX CORPORATION

 	 
	 	By:  	 	 



	 	 	 	 	 
	 

	 	GRANTEE:	 	 
	 
	 	 	 	 
	 

	 	 

Please Print
	 	 
	 
	 	 	 	 
	 

	 	GRANTEE:	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 

	 	Signature	 	 







 


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