**Exhibit10.34****EMPLOYMENT AGREEMENT**     THIS EMPLOYMENT AGREEMENT (this “*Agreement*”) is made and entered into as of February 7, 2007(the “*Effective Date*”) by and between **Luminex Corporation**, a Delaware corporation (“*Luminex*”) and**John C. Carrano**(“*Executive*”).**RECITAL**     WHEREAS, Executive is employed as the Vice President, Research & Development for Luminex;     WHEREAS, Luminex and Executive wish to document the terms of the employment of Executive insuch capacity; and     WHEREAS, Executive has represented to Luminex and Luminex has relied on Executive’srepresentation that the execution of this Agreement by Executive, and the provision of services byExecutive to Luminex as contemplated in this Agreement, will not conflict with, or cause Executiveor any other person or entity to be in breach of, (i) any other contract to which Executive is aparty or (ii) any duty which Executive may owe to any other person or entity.**AGREEMENT**     **NOW, THEREFORE,**for good and valuable consideration, the receipt and sufficiency of which ishereby acknowledged, the parties agree as follows:          **1. ****Duties****.**               1.1 Duties. During the term of this Agreement (including all renewal periods, if any,the “*Term*”), Executive agrees to be employed by and to serve as Vice President, Research andDevelopment, and Luminex agrees to employ and retain Executive in such capacity subject to theprovisions of this Agreement. Executive shall have such powers, authority and duties, and shallrender such services of executive and administrative character, or act in such other capacity forLuminex, as the Chief Executive Officer or the Board of Directors of Luminex (the “*Board*”) shallfrom time to time lawfully direct, and Executive shall report directly to the Chief ExecutiveOfficer of Luminex. Executive shall devote all of his business time, energy, and skill to thebusiness of Luminex.          **2. ****Term and Termination**.               2.1 Term. Subject to Section 2.2, the term of employment of Executive by Luminexshall be one (1) year commencing on the Effective Date and shall thereafter automatically renew forsuccessive additional one-year terms unless either party provides the
 

 
other with written notice ofits intent not to renew this Agreement at least sixty (60) days prior to the end of the Term(unless terminated earlier pursuant to the provisions of this Agreement).          2.2 Termination of Employment.               2.2.1 Termination For Cause. “*Termination For Cause*” shall mean the termination byLuminex of Executive’s employment with Luminex as the result of Executive’s material fraud uponLuminex or Executive’s continued material breach of this Agreement after receipt of written noticefrom Luminex specifying such breach and failure by Executive to cure such breach within fifteen(15) days from receipt of such notice. Executive’s inability to perform his obligations under thisAgreement despite his best efforts as a result of a permanent or temporary disability (as evidencedby a written determination from a physician chosen by Executive and reasonably acceptable toLuminex) shall not result in a Termination For Cause. In the event that Executive fails to curethe breach within the fifteen (15) day cure period, the termination shall be effective as of thedate that Luminex notifies Executive of his termination following the expiration of the fifteen(15) day cure period. Upon any Termination For Cause, Executive shall be paid the AccruedObligations (defined below) within three (3) business days following the effective date oftermination.               2.2.2 Termination Other Than For Cause. “*Termination Other Than For Cause*” shall mean(i) termination by Luminex of Executive’s employment with Luminex for any reason other thanTermination For Cause, Termination by Reason of Death, Termination by Reason of Incapacity orTermination Upon Expiration of Agreement or (ii) termination by Executive upon constructivetermination of Executive’s employment with Luminex by reason of (A) a reduction in Executive’s BaseSalary (defined below); (B) a reduction in Executive’s title from Vice President, Research &Development for Luminex (whether by reason of Executive’s removal from any of such offices orLuminex’s failure to reappoint Executive to any of such offices); (C) a Material Diminution(defined below); (D) a requirement that Executive change his principal place of business to alocation that is outside the Office Area (defined below), or (E) Luminex’s continued materialbreach of this Agreement after receipt of written notice from Executive specifying such breach andfailure by Luminex to cure such breach within fifteen (15) days from receipt of such notice.Termination Other Than For Cause may be effected by Luminex at any time by providing Executive withwritten notice of such termination. The termination shall be effective as of the date of thenotice or such later date as may be determined by Luminex. Executive may also effect a TerminationOther Than For Cause upon written notice to Luminex at any time any of the conditions forconstructive termination set forth in clause (ii) above (including without limitation, ifapplicable, the expiration of the cure period) have been met. Upon any Termination Other Than ForCause, Executive shall be paid (i) within three (3) business days following the effective date oftermination the amount of the Accrued Obligations and (ii) all severance compensation provided inSection 4.1. For purposes of this Agreement, “*Material Diminution*” means a material diminution byLuminex of Executive’s duties, powers, authority, functions or responsibilities without Executive’sconsent, such that Executive is left with such duties, powers, authority, functions andresponsibilities (when viewed in the aggregate) that are materially diminished compared to *both*(i)those duties, powers,
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authority, functions and responsibilities conferred upon Executive at theEffective Date *and*(ii) those duties, powers, authority, functions and responsibilities that aremost typically conferred upon the employee vice president of research and development of companieshaving both (i) an employee vice president of research and development and (ii) revenues comparableto Luminex (based on the revenues of Luminex at the time of determination). Luminex and Executive agreethat in the event there is an ambiguity with respect to the interpretation or application of thedefinition of “Material Diminution”, such ambiguity shall be resolved according to the reasonableinterpretation of such definition most favorable to Luminex. For purposes of this Agreement,“*Office Area*” means the geographical area within a 40 mile radius of Luminex’s current principaloffice at 12212 Technology Blvd., Austin, Texas.               2.2.3 Actual Voluntary Termination. “*Actual Voluntary Termination*” shall meantermination by Executive of Executive’s employment with Luminex for any reason other thanTermination For Cause, Termination Other Than For Cause, Termination by Reason of Death orTermination by Reason of Incapacity. In the event of an Actual Voluntary Termination, Executiveshall be paid within fifteen (15) business days following the effective date of termination theamount of the Accrued Obligations.               2.2.4 Termination by Reason of Incapacity. If, during the Term, Executive shallbecome Permanently Disabled (defined below), Luminex may terminate Executive’s employment withLuminex effective on the earliest date permitted under applicable law, if any, and such terminationshall be deemed “*Termination by Reason of Incapacity*”. Upon termination of employment under thisSection, Executive shall be paid (i) within three (3) business days following the effective date oftermination the amount of the Accrued Obligations and (ii) all severance compensation provided inSection 4.2. As used herein, Executive shall be deemed “*Permanently Disabled*” if Executive is (i)collecting long-term disability payments under a long-term disability plan established for thebenefit of Luminex’s employees or executives generally or a reasonably similar plan or (ii) if, andonly if, no such long-term disability plan is in effect at the time of determination, a physicianselected by Luminex and reasonably acceptable to Executive makes a written determination thatExecutive is unable to perform his obligations under this Agreement despite his best efforts byreason of any medically determinable physical or mental impairment that can be expected to resultin death or that has lasted or can be expected to last for a continuing period of not less than 12months.               2.2.5 Termination by Reason of Death. In the event of Executive’s death during theTerm, Executive’s employment with Luminex shall be deemed to have terminated as of the date onwhich his death occurs and the estate of Executive shall be paid (i) within fifteen (15) daysfollowing the effective date of termination the amount of the Accrued Obligations and (ii) allseverance compensation provided in Section 4.3.               2.2.6 Termination Upon Expiration of Agreement. In the event that Luminex refuses forany reason to extend this Agreement by giving written notice at least 60 days prior to the initialor any renewal period as set forth in Section 2.1, Executive shall be paid (i) within three (3)business days following the effective date of termination the amount of the Accrued Obligations and(ii) all severance compensation provided in Section 4.4. In the event
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that Executive refuses forany reason (except as otherwise provided herein) to extend this Agreement by giving written noticeat least 60 days prior to the initial or any renewal period as set forth in Section 2.1, thetermination shall be deemed an Actual Voluntary Termination.               2.2.7 Termination of Relationship with Affiliated Entities. Unless agreed by Luminex(or a subsidiary thereof) and Executive in a separate written agreement (other than corporateminutes, resolutions, charter documents, bylaws and partnership agreements), upon the terminationof Executive’s employment with Luminex for any reason, Executive shall tender a written resignationof any positions he may have with Luminex and any and all of Luminex’s direct and indirectsubsidiaries.               2.2.8 Definition of Accrued Obligations. As used in this Agreement, “*AccruedObligations*” means all accrued but unpaid salary, accrued but unpaid vacation, sick leave, andsimilar pay (all determined in accordance with Luminex’s policies then in effect), and anyappropriate business expenses incurred by Executive in connection with his duties hereunder, all tothe date of termination.          **3. ****Salary, Benefits and Bonus Compensation**.               3.1 Base Salary. As payment for the services to be rendered by Executive as providedin Section 1 and subject to the terms and conditions of Section 2, Luminex agrees to pay toExecutive a “*Base Salary*” at the rate of $8,125 per each semi-monthly pay period or $195,000 perannum (or such greater amount as may be determined from time to time by the Board or theCompensation Committee thereof) payable in accordance with the then-current payroll policies ofLuminex.               3.2 Annual Bonus. Beginning with calendar year 2007, Executive shall be eligible toreceive a bonus each year in an amount up to at least 40% of your then-current Base Salary (or suchother amount as may otherwise be determined by Luminex’s Board of Directors), subject to theperformance criteria established annually by Luminex’s Board of Directors and payable during thefirst quarter of the following year or otherwise as consistent with the timing of other employeebonuses. The Board is under no obligation to declare, and Luminex is under no obligation to pay,any bonus to Executive under the terms of this Agreement. In the event Executive and Luminex areparties to a written agreement or plan executed by both Luminex and Executive that governs bonusarrangements, and the provisions thereof conflict with this Section 3.2, the terms of such otherwritten agreement or plan shall supersede this Section 3.2.               3.3 Change in Control. In the event that both (i) a Change in Control (defined below)of Luminex occurs during the Term and (ii) Executive’s employment with Luminex (or, as applicable,its successor in interest) terminates for any reason (including without limitation an ActualVoluntary Termination by Executive) at any time within six (6) months following the occurrence ofthe Change in Control of Luminex, in lieu of any Severance Compensation then owed or that otherwisewould be owed in the future to Executive under Section 4 of this Agreement, Luminex (or itssuccessor in interest) shall pay Executive both the Accrued Obligations and a lump sum payment (the“*Change in Control Payment*”) in an aggregate
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amount equal to the sum of (i) the Bonus Amount(defined below), plus (ii) an amount equal to Executive’s annual Base Salary (at the highest ratein effect during the period beginning six months immediately prior to the effective date of theChange of Control through the date of termination) within, subject to Section 4.8, three (3)business days after the termination of Executive’s employment. In the interest of clarity, Luminexand Executive agree that, upon the termination of Executive’s employment at any time within six (6) months following theoccurrence of the Change in Control of Luminex, the provisions of Sections 4.1, 4.2, 4.3, 4.4, and4.6 shall automatically be deemed null and void and shall not apply with respect to any terminationof Executive’s employment (whether such termination is effected in connection with the Change inControl of Luminex or at any time in the future following the Change in Control of Luminex), andunder no circumstances shall Luminex ever be obligated to pay Executive both a Change in ControlPayment and Severance Compensation under Section 4. For purposes of this Agreement, a “*Change inControl”*of Luminex shall be deemed to have occurred if, after the date of this Agreement:     (A) any “*Person*” (as such term is used in Sections 13(d) and 14(d) of the Securities ExchangeAct of 1934, as amended (the “*Exchange Act*”)) (other than an Approved Person (as defined below))becomes the “*Beneficial Owner*” (as defined in Rule 13d-3 under the Exchange Act), directly orindirectly, of a majority or more of the then outstanding Common Stock of Luminex *(“CommonStock*”)(such Person, an “*Acquiring Person*”); or     (B) Luminex merges or consolidates with any other corporation or other entity, in each caseother than a merger or consolidation which results in the voting securities of Luminex outstandingimmediately prior thereto continuing to represent (either by remaining outstanding or by beingconverted into voting securities of the surviving entity) at least a majority of the combinedvoting power of the voting securities of Luminex or such surviving entity outstanding immediatelyafter such merger or consolidation; or     (C) Luminex sells or disposes of all or substantially all of Luminex’s assets in onetransaction or a series of related transactions; or     (D) Luminex files a periodic or current report or proxy statement with the Securities andExchange Commission (the “*SEC*”) disclosing that a “change in control” (as such term is used in Item5.01 of Form 8-K promulgated by the SEC) of Luminex has occurred; or     (E) If, as a result of nominations made by a person or group other than the Board of Directorsof Luminex, individuals who prior to such nominations constitute the Directors of Luminex cease forany reason to constitute at least a majority thereof within the two year period following suchnominations.     As used in this Agreement, “*Approved Person*” means (1) an employee benefit plan of Luminex (ora trustee or other fiduciary holding securities for such a plan), or (2) a corporation owned,directly or indirectly, by the stockholders of Luminex in substantially the same proportions astheir ownership of stock of Luminex, or (3) a Person not less than a majority of
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whose voting securities are Beneficially Owned by Luminex after giving effect to the transaction.     As used in this Agreement, “*Bonus Amount*” means the annual bonus (if any) received or to bereceived by Executive under Section 3.2 in respect of the then most recently completed calendaryear, or if no determination concerning bonuses has been made for the most recently completedcalendar year, then the annual bonus (if any) for the previous calendar year.     Any options (“*Options*”) granted (including without limitation Options that may be granted inthe future) and restricted stock (“*Restricted Stock*”) issued (including without limitationRestricted Stock that may be issued in the future) to Executive pursuant to any incentive plan ofLuminex shall immediately vest upon a Change in Control. Luminex shall take no action tofacilitate a transaction involving a Change in Control, including without limitation redemption ofany rights issued pursuant to any rights agreement, unless it has taken such action as may benecessary 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 maythen hold, at a time and in a manner that shall give Executive the opportunity to sell or exchangethe securities of Luminex acquired upon exercise of his Options and upon receipt of unrestrictedcertificates 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 ofthe same class of securities as the Acquired Securities is able to sell or exchange such securitiesin connection with such Change in Control. Luminex acknowledges that its covenants in the precedingsentence (the “*Covenants*”) are reasonable and necessary in order to protect the legitimateinterests of Luminex in maintaining Executive as one of its employees and that any violation of theCovenants by Luminex would result in irreparable injuries to Executive, and Luminex thereforeacknowledges that in the event of any violation of the Covenants by Luminex or its directors,officers or employees, or any of their respective agents, Executive shall be entitled to obtainfrom any court of competent jurisdiction temporary, preliminary and permanent injunctive relief inorder to (i) obtain specific performance of the Covenants, (ii) obtain specific performance of theexercise of his Options, delivery of certificates containing no restrictive legends in respect ofhis Restricted Stock and the sale or exchange of the Acquired Securities in the advantageous mannercontemplated above or (iii) prevent violation of the Covenants; provided nothing in this Agreementshall be deemed to prejudice Executive’s rights to damages for violation of the Covenants. In theevent that the terms of any separate written agreement concerning Options granted or RestrictedStock issued to Executive conflict with the terms of this paragraph, the terms of this paragraphshall control.               3.4 Additional Benefits. During the Term, Executive shall be entitled to thefollowing fringe benefits:                    3.4.1 Benefits and Vacation. Executive shall be eligible to participate in such ofLuminex’s benefits and deferred compensation plans as are now generally available or later madegenerally available to executive officers of Luminex. A termination or expiration of thisAgreement for any reason or for no reason shall not affect any rights which Executive may havepursuant to any agreement, policy, plan, program or arrangement of Luminex providing
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Executive benefits (including under any stock option agreement or bonus plan or agreement which may exist),which rights shall be governed by the terms thereof. Executive shall be entitled to three (3)weeks paid vacation each calendar year (prorated for partial years). Unless approved in advance bythe Board or a committee thereof, accrued vacation not taken in any applicable period shall not becarried forward or used in any subsequent period.                    3.4.2 Reimbursement for Expenses.                         3.4.2.1 Incidental Expenses. Luminex shall reimburse Executive for reasonable andproperly documented out-of-pocket business and/or entertainment expenses incurred by Executive inconnection with his duties under this Agreement. Any such expenses shall be submitted by Executiveto Luminex on a periodic basis and will be paid in accordance with standard Luminex policies andprocedures.                         3.4.2.2 Moving Expenses. In the event of the relocation of Luminex’s headquarters toa location that is outside the Office Area and Executive elects to relocate, Luminex shall (i)reimburse Executive for any reasonable, out-of-pocket and adequately documented moving expensesincurred by Executive in connection with the transfer of his residence and (ii) pay to an Executivean amount of cash reasonably calculated by Luminex to negate adverse income tax consequences toExecutive of the foregoing reimbursement.          **4. ****Severance Compensation**.               4.1 Severance Compensation in the Event of a Termination Other Than For Cause. In theevent Executive’s employment is terminated as a result of a Termination Other Than for Cause,Executive shall be paid (subject to Section 4.6) the Severance Compensation (defined below).               4.2 Severance Compensation for Termination by Reason of Incapacity. In the eventExecutive’s employment is terminated as a result of a Termination by Reason of Incapacity,Executive shall be paid (subject to Section 4.6) the difference of (i) the Severance Compensationless (ii) any payment or payments received by Executive during the twelve (12) month period fromthe time of termination under any long-term disability plan in effect that provides benefits toExecutive.               4.3 Severance Compensation for Termination by Reason of Death. In the eventExecutive’s employment is terminated as a result of Executive’s death, the estate of Executiveshall be paid the Severance Compensation.               4.4 Severance Compensation In the Event Of A Failure Of Luminex To Renew ThisAgreement. In the event Luminex fails or otherwise refuses for any reason to extend thisAgreement beyond the Term and any extensions thereof, Executive shall be paid (subject to Section4.6) the Severance Compensation.
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               4.5 No Severance Compensation Upon Other Termination. In the event of an ActualVoluntary Termination or Termination For Cause, Executive shall not be paid any severancecompensation.               4.6 Conditions to Payment; Sole Remedy. Executive shall not be entitled to receiveany compensation or other payment pursuant to Sections 4.1, 4.2 or 4.4 unless Executive shall haveexecuted and delivered to Luminex a release substantially in the form attached hereto asExhibit “A” and, provided Luminex has also signed such release within two (2) business daysof execution and delivery by Executive, all revocation and waiting periods applicable to suchrelease have expired (if Luminex fails to sign such release, then such revocation and waitingperiods shall not apply). In addition, in the event that Executive breaches any of the restrictivecovenants set forth in Article 5 at any time, Luminex shall be entitled to discontinue anycompensation or other payments pursuant to Sections 4.1, 4.2 or 4.4 (provided, however, that if itis finally determined by a court of competent jurisdiction or an arbitrator that Luminex assertedin bad faith that Executive breached any of the restrictive covenants set forth in Article 5, thepayments of the Severance Compensation shall be extended for two months for each calendar monththat payments were delayed. The compensation to be paid to Executive pursuant to Sections 4.1,4.2, 4.3 or 4.4 shall represent the sole and exclusive remedy of Executive in connection with thetermination of his employment and this Agreement upon a Termination Other Than for Cause, aTermination by Reason of Incapacity, a termination in connection with Executive’s death, or arefusal by Luminex to extend this Agreement beyond the Term and any extensions thereof.               4.7 Definition of Severance Compensation. As used in this Agreement, “*SeveranceCompensation*” means an amount equal to the sum of (i) the Bonus Amount plus (ii) an amount equal toExecutive’s annual Base Salary (at the highest rate in effect for the six month period immediatelyprior to the date of termination), paid in semi-monthly installments for a period of twelve (12)months from the date of termination. In addition, as part of the Severance Compensation, Luminexalso shall pay (until the earlier of (A) the first annual anniversary of the termination of thisAgreement or (B) the date that Executive is eligible to be covered under a comparable or morefavorable health plan of another Person) (i) COBRA premiums in respect of the continuation ofhealth benefits for Executive, his spouse and his children and (ii) payments to fund dentalcoverage for Executive, his spouse and his children comparable to the dental coverage that theywould have received if Executive had continued as an employee of Luminex. Executive acknowledgesthat the cost of COBRA and dental premiums described in this Section 4.7 shall be reportable astaxable income to Executive.               4.8 Six Month Delay for Certain Payments. In the event the payment of any amountspayable pursuant to this Section 4 (or Section 3) hereof (including COBRA and dental premiums)within six months of the date of Executive’s termination of employment would cause Executive toincur any additional tax under Section 409A of the Internal Revenue Code, as amended, then paymentof such amounts shall be delayed until the date that is six months following executive’stermination date (the “Earliest Payment Date”). If this provision becomes applicable, it isanticipated that payments that would have been made prior to the Earliest
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Payment Date in the absence of this provision would be paid as a lump sum on the Earliest Payment Date and theremaining severance benefits or other payments would be paid according to the schedule otherwiseapplicable to the payments.          **5. ****Protection of Luminex**.               5.1 Non-Competition. Ancillary to the otherwise enforceable agreements set forth inthis Agreement, Executive agrees that during Executive’s employment with Luminex and for a periodof one year following termination of employment, whether such termination occurs at the insistenceof Executive or Luminex for any reason, Executive shall not competedirectly or indirectly in any way with the business of Luminex anywhere in the world whereLuminex conducted business during the Term. For purposes of this Agreement, “compete directly orindirectly in any way with the business of Luminex” means to become an employee, consultant,advisor, manager, member, director of or beneficially own more than three percent of anyindividual, company or entity that competes with Luminex in the Core Business (defined below) atthe time of determination. Executive agrees that the assertion or existence of any claim byExecutive against Luminex shall not be a defense to the enforcement of this paragraph by injunctionor otherwise. As used in this Agreement, “*Core Business*” means the development, manufacturingand/or marketing of multiplexing biological testing technologies with applications in thelife-sciences industry.               5.2 Nonsolicitation. Ancillary to the otherwise enforceable agreements set forth inthis Agreement, Executive agrees that, for a period of one (1) year subsequent to the terminationof Executive’s employment with Luminex, whether such termination occurs at the insistence ofExecutive or Luminex for any reason, Executive shall not recruit, hire, or attempt to recruit orhire, directly or by assisting others, any other employees of Luminex, nor shall Executive contactor communicate with any other employees of Luminex for the purpose of inducing other employees toterminate their employment with Luminex. For purposes of this covenant, “other employees ofLuminex” shall refer to employees who are still actively employed by, or doing business with,Luminex or a subsidiary of Luminex at the time of the attempted recruiting or hiring.               5.3 Remedies. Due to the irreparable and continuing nature of the injury which wouldresult from a breach of the covenants described in Sections 5.1 and 5.2, Executive agrees thatLuminex may, in addition to any remedy which Luminex may have at law or in equity, apply to anycourt of competent jurisdiction for the entry of an immediate order to restrain or enjoin thebreach of this covenant and to otherwise specifically enforce the provisions of the covenants setforth in Sections 5.1 and 5.2.               5.4 Acknowledgment. Executive acknowledges and agrees that the restrictions set forthabove are ancillary to an otherwise enforceable agreement and supported by independent valuableconsideration as required by Tex. Bus. & Comm. Code Ann. § 15.50. Executive furtheracknowledges and agrees that the limitations as to time, geographical area, and scope of activityto be restrained by Sections 5.1 and 5.2 are reasonable and acceptable to
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Executive, and do not impose any greater restraint than is reasonably necessary to protect the goodwill and otherbusiness interests of Luminex.               5.5 Reformation and Severance. If a judicial determination is made that any of theprovisions of the above restriction constitutes an unreasonable or otherwise unenforceablerestriction against Executive, it shall be rendered void only to the extent that such judicialdetermination finds such provisions to be unreasonable or otherwise unenforceable. In this regard,the parties hereby agree that any judicial authority construing this Agreement shall be empoweredto sever any portion of the prohibited business activity from the coverage of this restriction andto apply the restriction to the remaining portion of the business activities not so severed by suchjudicial authority. Moreover, notwithstanding the fact that any provisions of this restriction aredetermined by a court not to be specifically enforceable through injunctive relief,Luminex shall nevertheless be entitled to seek to recover monetary damages as a result of thebreach of any provision which is not reformed by a court. The time period during which therestrictions shall apply shall be tolled and suspended as to Executive for a period equal to theaggregate quantity of time during which Executive violates such prohibitions in any respect.               5.6 Confidential Information and Trade Secrets. As used herein, “*ConfidentialInformation*” means any data or information that is important, competitively sensitive, and notgenerally known by the public or persons involved in the biological testing or life sciencesindustries, including, but not limited to, Luminex’s business plans, prospective customers,training manuals, proprietary software, product development plans, bidding and pricing procedures,market plans and strategies, projections, internal performance statistics, financial data,confidential personnel information concerning employees of Luminex, operational or administrativeplans, policy manuals, and terms and conditions of contracts and agreements. The term“*Confidential Information*” shall not apply to information which is (i) already in Executive’spossession (unless such information was obtained by Executive from Luminex in the course ofExecutive’s employment by Luminex); (ii) received by Executive from a third party with, toExecutive’s knowledge, no restriction on disclosure or (iii) required to be disclosed by anyapplicable law or by an order of a court of competent jurisdiction.     Executive recognizes and acknowledges that the Confidential Information constitutes valuable,special and unique assets of Luminex and its affiliates. Except as required to perform Executive’sduties as an Executive of Luminex, until such time as they cease to be Confidential Informationthrough no act of Executive in violation of this Agreement, Executive will not use or disclose anyConfidential Information of Luminex. Upon the request of Luminex and, in any event, upon thetermination of this Agreement for any reason, Executive will surrender to Luminex (i) allmemoranda, notes, records, drawings, manuals or other documents pertaining to Luminex’s businessincluding all copies and/or reproductions thereof and (ii) all materials involving any ConfidentialInformation of Luminex.               5.7 Preservation of Luminex Property. Executive acknowledges that from time to timein the course of employment with Luminex, Executive has had the opportunity to inspect and usecertain property of Luminex, both tangible and intangible, including but not limited to files,records, documents, drawings, specifications, lists, equipment, graphics, designs,
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and similar items relating to the business of Luminex. Executive acknowledges and agrees that all suchproperty, including but not limited to any and all copies thereof, whether prepared by Executive orotherwise in the possession of Executive, are and shall remain the exclusive property of Luminex,that Executive shall have no right or proprietary interest in such property and that Executive willsafeguard and return to Luminex all such property upon the earlier of (i) Luminex’s request and(ii) the termination of Executive’s employment with Luminex.               5.8 Assignment of Inventions to Luminex. All computer software, compilations,programs, improvements, inventions, notes, copyrightable works, and opportunities for additionalLuminex business, made, fixed, conceived, or acquired by Executive during the Term are exclusivelyowned by Luminex, are Luminex’s works for hire, and fully assigned to Luminex including withoutlimitation all rights to renewals, extensions, causes of action, reproduce, prepare derivativeworks, distribute, display, perform, transfer, make, use andsell and may never be copied, used, or disclosed without Luminex’s express written consent.Executive will sign on request any documents affirming the same for any particular item. Inaddition, Executive agrees to execute Luminex’s standard Confidentiality and IP AssignmentAgreement by the Effective Date to the extent Executive has not already executed such an agreement.               5.9 Notice to Subsequent Employers. Executive agrees that, prior to commencing anynew employment in the Core Business within twelve months after the termination of this Agreement,Executive will furnish the new employer with a copy of this Agreement. Executive also agrees thatLuminex may advise any new or prospective employer of the existence and terms of this Agreement andfurnish the employer with a copy of this Agreement.          **6. ****Disclosure of Investment****s.**Commencing upon Executive’s execution of this Agreementand at all times during the Term, Executive shall keep the Board informed in writing of the natureand extent of Executive’s investments, stock holdings, or retention as a director, advisor or anysimilar interest in any business or enterprise involved in the Core Business other than Luminex;provided, however, that Executive shall not be required to disclose any such investments or stockholdings that constitute less than 1% of such entity’s total obligations or total voting power.          **7. ****Arbitration**.               7.1 Exclusive Remedy. Arbitration shall be the sole and exclusive remedy forresolving any claim or dispute which cannot be mutually resolved between the parties to thisAgreement with the exception of disputes arising out of Executive’s obligations under Article 5 ordisputes arising out of Luminex’s obligations under the last paragraph of Section 3.3, which arenot subject to this arbitration provision; provided however, that the parties hereto agree thatthey may bring action in any court of competent jurisdiction to enforce any award granted pursuantto arbitration or to otherwise enforce this Article 7. This includes, but is not limited to,termination, interpretation or application of this Agreement or any other agreement or policy ofLuminex, any claim of violation of law relating to the employment relationship, including,
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without limitation, any claim of employment discrimination or sexual harassment, or harassment based on anyother prohibited basis, or any claim by Luminex against Executive. This Agreement is a waiver ofthe right to trial by a jury or court.               7.2 Limitations. The request for arbitration must be made within one (1) year fromthe date of the occurrence giving rise to the dispute or claim; or, in the event of a statutoryclaim, the time set forth by statute.               7.3 Rules and Procedures. The arbitration will be conducted under the rules andprocedures for arbitration of employment disputes of the American Arbitration Association. Thearbitration shall take place in Austin, Texas unless the parties mutually agree to anotherlocation.               7.4 Arbitrator’s Authority. Upon finding that a claim is meritorious or in favor ofone of the parties to the dispute, the arbitrator or arbitrators shall have the authority to orderlegal and equitable remedies appropriate as permitted by law.               7.5 Expenses. Costs of obtaining and paying the arbiter and the costs associated withconducting the arbitration, including obtaining a facility to be used during the arbitration, shallbe paid by Luminex. Other costs of the arbitration or any litigation associated with any disputearising under or in connection with this Agreement including, without limitation, reasonableattorneys’ and experts’ fees and expenses of Luminex and the Executive shall be borne by the partyincurring such expense unless the arbiter or court of law, as the case may be, awards costs to oneof the parties.          **8. ****Miscellaneous**.               8.1 Waiver. The waiver of the breach of any provision of this Agreement shall notoperate or be construed as a waiver of any subsequent breach of the same or other provision hereof.               8.2 Entire Agreement; Modifications. Except as otherwise provided herein, thisAgreement represents the sole, entire, and complete understanding among the parties with respect tothe subject matter hereof, and this Agreement supersedes any and all prior understandings,agreements, plans and negotiations, whether written or oral, with respect to the subject matterhereof, including without limitation any understandings, agreements or obligations respecting anypast or future compensation, bonuses, reimbursements or other payments to Executive from Luminex.All modifications to the Agreement must be in writing and signed by both Executive and Luminex.               8.3 Notices. All notices and other communications under this Agreement shall be inwriting and shall be given by facsimile or first class mail, certified or registered with returnreceipt requested, and shall be deemed to have been duly given three business days after mailing orone business day after transmission of a facsimile (with confirmation of receipt) to the respectivepersons named below:
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       If to Luminex: Luminex Corporation    Attn: General Counsel    12212 Technology Blvd.    Austin, Texas 78727    Fax: (512) 219-6325       If to Executive: John C. Carrano    300 Wallis Dr.    Austin, TX 78746Any party may change such party’s address for notices by notice duly given pursuant to this Section8.3.               8.4 Headings. The Section headings herein are intended for reference and shall not bythemselves determine the construction or interpretation of this Agreement.               8.5 Governing Law; Venue. This Agreement shall be governed by and construed inaccordance with the laws of the State of Texas. Subject in all respects to Section 7 generally andSection 7.3 in particular, any dispute arising out of or relating to this Agreement may be broughtin a court of competent jurisdiction located in Austin, Texas, and both of the parties to thisAgreement irrevocably submit to the exclusive jurisdiction of such courts in any such dispute,waives any objection it may now or hereafter have to venue or to convenience of forum, agrees thatall claims in respect of the dispute shall be heard and determined only in any such court, andagrees not to bring any dispute arising out of or relating to this Agreement in any other court.The parties agree that either or both of them may file a copy of this paragraph with any court aswritten evidence of the knowing, voluntary and bargained agreement among the parties irrevocably towaive any objections to venue or to convenience of forum. Process in any dispute may be served onany party anywhere in the world.               8.6 Severability. Should any court of competent jurisdiction determine that anyprovision of this Agreement is illegal or unenforceable to any extent, such provision shall beenforced to the extent permissible and all other provisions of this Agreement shall continue to beenforceable to the extent possible.               8.7 Counterparts. This Agreement may be executed in one or more counterparts, all ofwhich taken together shall constitute one and the same Agreement.               8.8 Assignment. Neither this Agreement nor any duties or obligations hereunder may beassigned by either party without the other party’s prior written consent; provided, however, thatLuminex may assign this Agreement to either (i) a wholly-owned subsidiary of Luminex (provided,however, that such assignment shall not relieve Luminex of its obligations hereunder) or (ii) aPerson acquiring substantially all of Luminex’s assets if such acquisition would constitute aChange in Control.
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               8.9 Withholding. All compensation and benefits payable to Executive hereunder shallbe reduced by all federal, state, local and other withholdings and similar taxes and paymentsrequired by applicable law.
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     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and yearfirst above written.         LUMINEX CORPORATION           By: /s/ Patrick J. Balthrop                  EXECUTIVE           /s/ John C. Carrano         John C. Carrano, Individually  
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