Contract analysis

ARTICLE I — DEFINITIONS As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Merger Agreement or the Stockholders Agreement, as applicable.

Section 1.1 Defined Terms. (a) "Affiliate" means, with respect to any Person, any other Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with such Person. For the avoidance of doubt, "Affiliates" of the Company include Parent, Ardent Capital Partners III LP, Ardent Capital GP III LLC (the general partner of Ardent Capital Partners III LP),

Section 2.1 Term. The Company hereby agrees to employ Executive, and Executive hereby agrees to serve the Company, on the terms and conditions set forth in this Agreement, for an initial term commencing on the Effective Date and continuing through the third (3rd) anniversary of the Effective Date (the "Initial Term"). Upon expiration of the Initial Term, this Agreement shall automatically renew for successive one (1)

Section 2.2 Effective Date Conditions. This Agreement shall become effective only upon the occurrence of the Effective Date (i.e., the closing of the Merger in accordance with the terms of the Merger Agreement). In the event that the Merger Agreement is terminated prior to the Closing Date without the Merger being consummated, whether by the expiration of the outside date of September 10, 2025 (as such date may be ex

ARTICLE III — POSITION, DUTIES, AND REPORTING

Section 3.1 Position. Effective as of the Effective Date, the Company shall employ Executive, and Executive shall serve, as Chief Executive Officer of the Company and as Chief Executive Officer of its subsidiary Luminex Systems AG. In such capacity, Executive shall serve as the most senior executive officer of the Company and all of its operating subsidiaries worldwide, including without limitation Luminex Systems In

Section 3.2 Reporting. Executive shall report directly to the Board of Directors of Parent. No other officer, employee, or representative of the Company, Parent, or any Affiliate shall have supervisory authority over Executive. For operational matters, Executive shall coordinate with Ardent Capital's designated board representatives as set forth in the Stockholders Agreement, it being understood that such coordinatio

Section 3.3 Duties. Executive shall have overall responsibility for the management, direction, and supervision of the business, operations, and affairs of the Company and its subsidiaries, including without limitation Luminex Systems Inc. (which oversees United States operations and employs approximately 1,650 employees), Luminex Systems AG (which oversees Swiss and DACH-region operations), Luminex Systems UK Ltd. (w

Section 3.4 Outside Activities. Executive shall not, during the Term, engage in any other business activity, whether or not such activity is pursued for gain, profit, or other pecuniary advantage, that would materially interfere with the performance of Executive's duties and responsibilities hereunder. Notwithstanding the foregoing, Executive shall be permitted to engage in the following activities, in each case to t

ARTICLE IV — COMPENSATION AND BENEFITS

Section 4.1 Base Salary. During the Term, the Company shall pay Executive an annual base salary of Eight Hundred Fifty Thousand Dollars ($850,000) (the "Base Salary"), payable in substantially equal installments in accordance with the Company's regular payroll practices applicable to its senior executives, but no less frequently than semi-monthly. The Base Salary shall be subject to annual review by the Board of Dire

Section 4.2 Annual Cash Bonus. (a) Target Bonus. During each fiscal year of the Term, Executive shall be eligible to receive an annual cash performance bonus (the "Annual Bonus"). Executive's target annual bonus opportunity shall be equal to one hundred percent (100%) of Executive's then-current Base Salary (i.e., at initial compensation levels, a target bonus of $850,000) (the "Target Bonus"). Executive's maximum an

Section 4.3 Equity Participation. (a) Rollover Equity. The Parties acknowledge and agree that, in connection with the Merger, Executive is rolling over sixty percent (60%) of his equity interests in the Company, having an aggregate value of One Hundred Forty-Two Million Eight Hundred Thousand Dollars ($142,800,000), into equity interests in Parent pursuant to the Rollover Agreement. Executive's Rollover Equity in Par

Section 4.4 Employee Benefits. During the Term, Executive shall be entitled to participate in all employee benefit plans, programs, and arrangements maintained by the Company from time to time for the benefit of its senior executives generally, including without limitation medical, dental, and vision insurance, life insurance, accidental death and dismemberment insurance, short-term and long-term disability insurance

Section 4.5 Vacation and Paid Time Off. During the Term, Executive shall be entitled to not less than five (5) weeks of paid vacation per calendar year, in addition to all Company-observed holidays. Vacation shall accrue and be subject to carryover in accordance with the Company's vacation and paid time off policies as in effect from time to time; provided, that Executive shall be permitted to carry over no less than

Section 4.6 Business Expenses. The Company shall promptly reimburse Executive for all reasonable and documented business expenses incurred by Executive in connection with the performance of his duties hereunder, in accordance with the Company's expense reimbursement policies as in effect from time to time. Such business expenses shall include, without limitation, travel expenses, lodging, meals, client entertainment,

Section 4.7 Relocation / Housing. (a) Relocation. If Executive is required by the Board to relocate his primary residence from Zürich, Switzerland to the Washington, D.C. metropolitan area in connection with his employment hereunder, the Company shall provide Executive with a comprehensive relocation package, including without limitation: (i) reimbursement of reasonable and documented moving expenses, including packi

Section 4.8 Indemnification. (a) The Company shall indemnify, defend, and hold harmless Executive to the fullest extent permitted by the General Corporation Law of the State of Delaware (as it exists on the Effective Date or as it may hereafter be amended to broaden the scope of permitted indemnification) and by the Company's Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws (as adopte

ARTICLE V — TERMINATION OF EMPLOYMENT

Section 5.1 Termination by Death. Executive's employment under this Agreement shall terminate automatically upon Executive's death. In the event of Executive's death, the Company shall pay or provide to Executive's estate, designated beneficiary, or surviving spouse (as applicable) the following: (a) Accrued Obligations. All earned but unpaid Base Salary through the date of Executive's death, any accrued but unused v

Section 5.2 Termination for Disability. (a) Definition. For purposes of this Agreement, "Disability" shall mean Executive's inability, by reason of physical or mental illness, injury, or incapacity, to perform the essential functions of his position as Chief Executive Officer, with or without reasonable accommodation (within the meaning of the Americans with Disabilities Act of 1990, as amended), for a continuous per

Section 5.3 Termination by the Company for Cause. (a) Definition. For purposes of this Agreement, "Cause" shall mean the occurrence of any of the following: (i) Executive's willful and material breach of this Agreement or any material written policy of the Company that has been provided to or made available to Executive, which breach (if capable of cure) remains uncured for a period of thirty (30) days after the Comp

Section 5.4 Termination by Executive for Good Reason. (a) Definition. For purposes of this Agreement, "Good Reason" shall mean the occurrence of any of the following events without Executive's prior written consent: (i) a material diminution in Executive's title, authority, duties, or responsibilities, including without limitation a requirement that Executive report to any person or body other than the Board of Direc

Section 5.5 Termination Without Cause or for Good Reason (Severance). If Executive's employment is terminated by the Company without Cause (including by reason of the Company's election not to renew the Term pursuant to Section 2.1), or by Executive for Good Reason, in each case other than during the twelve (12)-month period following a subsequent Change of Control (which is governed by Section 5.7), Executive shall

Section 5.6 Termination by Executive Without Good Reason (Voluntary Resignation). Executive may voluntarily resign his employment without Good Reason at any time upon ninety (90) days' prior written notice to the Company. The Company may, in its sole discretion, waive all or any portion of such notice period and accelerate Executive's termination date; provided, that in such event, the Company shall continue to pay E

Section 5.7 Change of Control Provisions (Subsequent Change of Control). (a) Double Trigger. If, following the Effective Date, a subsequent Change of Control (as defined in Section 5.7(b) below) of the Company or Parent occurs during the Term, and, within twelve (12) months following the effective date of such subsequent Change of Control, Executive's employment is terminated by the Company (or its successor) without

Section 5.8 Section 280G. (a) Best-Net Reduction. Notwithstanding any other provision of this Agreement to the contrary, in the event that any payment, benefit, or distribution of any type to or for the benefit of Executive by the Company, any Affiliate of the Company, or any Person who acquires ownership or effective control of the Company or ownership of a substantial portion of the Company's assets (within the mea

Section 5.9 Section 409A Compliance. (a) General. The Parties intend that this Agreement and the payments and benefits provided hereunder comply with Section 409A of the Code or qualify for an applicable exemption therefrom (including the short-term deferral exemption under Treasury Regulation Section 1.409A-1(b)(4) and the separation pay exemption under Treasury Regulation Section 1.409A-1(b)(9)), and this Agreement

ARTICLE VI — REPRESENTATIONS AND WARRANTIES

Section 6.1 Executive's Representations. Executive hereby represents and warrants to the Company as follows: (a) Executive is not a party to or bound by any employment agreement, non-competition agreement, non-solicitation agreement, confidentiality agreement, or other agreement or obligation that would prevent, restrict, or materially impair Executive's ability to enter into this Agreement or to perform his duties a

Section 6.2 Company's Representations. The Company hereby represents and warrants to Executive as follows: (a) The Company has full corporate power and authority to enter into this Agreement and to perform its obligations hereunder. This Agreement has been duly authorized by all necessary corporate action on the part of the Company (including the approval of the Board of Directors of the Company and, to the extent re

ARTICLE VII — RESTRICTIVE COVENANTS

Section 7.1 Non-Competition. (a) During the Term and for a period of twenty-four (24) months following the termination of Executive's employment with the Company for any reason (whether such termination is by the Company, by Executive, or by mutual agreement, and whether with or without Cause or Good Reason) (the "Restricted Period"), Executive shall not, directly or indirectly, for his own account or for the account