1001-00004 · Ardent Capital Partners · Rollover & Equity

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EMPLOYMENT AGREEMENT

by and between

LUMINEX SYSTEMS HOLDINGS INC.

and

DR. STEFAN KESSLER

Dated as of the Effective Date (as defined herein)

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EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this "Agreement") is entered into and effective as of the Closing Date (as defined below) of the transactions contemplated by the Agreement and Plan of Merger dated March 24, 2025 (the "Effective Date"), by and between:

LUMINEX SYSTEMS HOLDINGS INC., a Delaware corporation, with its principal offices at 2100 Reston Gateway Drive, Suite 800, Reston, Virginia 20191 (the "Company"), as the surviving corporation in the reverse triangular merger of Ardent Apex Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Ardent Apex Holdings Inc., a Delaware corporation ("Parent"), with and into the Company, whereby the Company continues as a wholly owned subsidiary of Parent;

and

DR. STEFAN KESSLER, an individual residing at the address on file with the Company ("Executive").

The Company and Executive are sometimes referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, pursuant to that certain Agreement and Plan of Merger, dated as of March 24, 2025, by and among Ardent Apex Holdings Inc., a Delaware corporation ("Parent"), Ardent Apex Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"), and Luminex Systems Holdings Inc., a Delaware corporation (the "Merger Agreement"), Merger Sub will merge with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent (the "Merger");

WHEREAS, the Merger constitutes a change of control of the Company;

WHEREAS, Ardent Capital Partners III LP, a Delaware limited partnership ("Ardent Capital"), is the indirect parent of Parent and the sponsor of the transaction contemplated by the Merger Agreement;

WHEREAS, Executive currently serves as Chief Executive Officer of Luminex Systems AG, a Swiss Aktiengesellschaft (Aktiengesellschaft) and a subsidiary of the Company, and has served in such capacity since the founding of Luminex in 2009;

WHEREAS, Executive is a holder of approximately 8.5% of the fully diluted equity of the Company, representing 11,900,000 shares of common stock of the Company at a per share price of $20.00, with an aggregate value of $238,000,000, and, pursuant to that certain Rollover Agreement of even date herewith by and between Executive and Parent (the "Rollover Agreement"), Executive is rolling over sixty percent (60%) of his equity interests (having a value of $142,800,000) into equity interests in Parent and is cashing out the remaining forty percent (40%) of his equity interests (having a value of $95,200,000) in connection with the consummation of the Merger;

WHEREAS, the Company desires to employ Executive as Chief Executive Officer of the Company following the Effective Date, and Executive desires to accept such employment, on the terms and conditions set forth herein;

WHEREAS, the Parties desire to set forth the terms and conditions of Executive's employment with the Company effective as of the Effective Date; and

WHEREAS, the execution and delivery of this Agreement by Executive is a condition to the obligations of Parent and Merger Sub to consummate the Merger under the Merger Agreement.

NOW, THEREFORE, in consideration of the mutual covenants, promises, and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

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), Ardent Apex Holdings Inc., and each of the Company's direct and indirect subsidiaries, including without limitation Luminex Systems Inc. (a Delaware corporation), Luminex Systems AG (a Swiss Aktiengesellschaft), Luminex Systems UK Ltd. (a company organized under the laws of England and Wales), Luminex Systems GmbH (a German limited liability company), and Luminex Systems Pte. Ltd. (a Singapore private limited company). For purposes of this definition, "control" (including its correlatives, "controlling," "controlled by," and "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract, or otherwise.

(b) "Board" means the Board of Directors of the Company or, where the context so requires, the Board of Directors of Parent.

(d) "Change of Control" has the meaning set forth in Section 5.7; provided, that for the avoidance of doubt, the Merger itself constitutes the initial change of control triggering this Agreement, and the definition set forth in Section 5.7 applies solely to any subsequent Change of Control occurring after the Effective Date.

(e) "Closing Date" means the closing date of the Merger as defined in Article II of the Merger Agreement.

(f) "Code" means the Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated thereunder.

(g) "Confidential Information" has the meaning set forth in Section 7.2.

(h) "Disability" has the meaning set forth in Section 5.2.

(i) "Effective Date" means the date on which the Merger becomes effective in accordance with the terms of the Merger Agreement by the filing of the certificate of merger with the Secretary of State of the State of Delaware.

(j) "Good Reason" has the meaning set forth in Section 5.4.

(k) "Incentive Plan" means the Management Equity Incentive Plan of Ardent Apex Holdings Inc., as adopted as of the Effective Date and as may be amended from time to time in accordance with its terms.

(l) "Merger Agreement" means the Agreement and Plan of Merger, dated as of March 24, 2025, by and among Parent, Merger Sub, and the Company, as may be amended, supplemented, or otherwise modified from time to time in accordance with its terms.

(m) "Parent" means Ardent Apex Holdings Inc., a Delaware corporation.

(n) "Person" means any individual, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization, governmental authority, or other entity.

(o) "Restricted Period" has the meaning set forth in Section 7.1.

(p) "Rollover Agreement" means the Rollover Agreement entered into by Executive and Parent in connection with the Merger, pursuant to which Executive is rolling over a portion of his equity in the Company into equity interests in Parent.

(q) "Rollover Equity" means the equity interests in Parent received by Executive pursuant to the Rollover Agreement, valued at $142,800,000 as of the Effective Date, subject to the terms and conditions of the Rollover Agreement and the Stockholders Agreement.

(r) "Section 409A" means Section 409A of the Code and the Treasury Regulations promulgated thereunder.

(s) "Stockholders Agreement" means the Stockholders Agreement of Ardent Apex Holdings Inc. entered into as of the Effective Date by and among Ardent Capital Partners III LP, the management rollover participants (including Executive), Northvale Sovereign Holdings Ltd., and Summit Ridge Capital Partners LP, as may be amended, supplemented, or otherwise modified from time to time in accordance with its terms.

(t) "Term" has the meaning set forth in Section 2.1.

ARTICLE II — EMPLOYMENT TERM

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)-year periods (each, a "Renewal Term"), unless either Party provides written notice of non-renewal to the other Party not less than ninety (90) days prior to the expiration of the then-current term (whether the Initial Term or any Renewal Term). The Initial Term, together with any Renewal Terms, shall be referred to herein as the "Term." For the avoidance of doubt, a notice of non-renewal by the Company shall be treated as a termination of Executive's employment by the Company without Cause for all purposes of this Agreement, including for purposes of the severance and other benefits set forth in Section 5.5, and a notice of non-renewal by Executive shall be treated as a voluntary resignation by Executive without Good Reason for all purposes of this Agreement.

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 extended to December 10, 2025 in the event of delays in obtaining required regulatory approvals, in accordance with Section 8.1(b)(i) of the Merger Agreement) or otherwise, this Agreement shall automatically and without any further action by either Party be null and void ab initio and shall be of no force or effect whatsoever, and neither Party shall have any rights, obligations, or liabilities hereunder. Prior to the Effective Date, Executive shall continue to serve in his current capacity with Luminex Systems AG in accordance with the terms and conditions of his existing employment arrangements.

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 Inc., Luminex Systems AG, Luminex Systems UK Ltd., Luminex Systems GmbH, and Luminex Systems Pte. Ltd. Executive shall be appointed to the Board of Directors of the Company and to the Board of Directors of Parent, in each case effective as of the Effective Date, and the Company shall use commercially reasonable efforts to cause Executive to be nominated for re-election to both such Boards during each year of the Term. If Executive's employment under this Agreement is terminated for any reason, Executive shall, unless otherwise requested by the Board, immediately resign from the Board of Directors of the Company, the Board of Directors of Parent, and any other boards of directors of any Affiliates of the Company or Parent on which Executive then serves.

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 coordination shall not alter Executive's reporting relationship to the Board of Directors of Parent.

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. (which oversees United Kingdom and Nordic operations), Luminex Systems GmbH (which oversees German operations), and Luminex Systems Pte. Ltd. (which oversees Asia-Pacific operations). Executive shall have such authority, powers, and duties as are customarily exercised by a chief executive officer of a company of similar size and scope, subject to the oversight and direction of the Board of Directors of Parent and the terms of this Agreement, the Stockholders Agreement, and applicable law.

Executive shall devote substantially all of his business time, attention, skill, and energy to the performance of his duties hereunder. Executive shall perform his duties faithfully and to the best of his abilities, consistent with the Company's policies, the directives of the Board, and applicable law.

Executive's primary place of work shall be the Company's headquarters located at 2100 Reston Gateway Drive, Suite 800, Reston, Virginia 20191, with regular travel to Zürich, Switzerland, and other global offices of the Company and its subsidiaries as the business requires. Executive acknowledges and agrees that frequent international travel is inherent to the position of Chief Executive Officer of the Company and its global subsidiary network, and Executive commits to such travel as reasonably necessary for the fulfillment of his responsibilities.

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 the extent that such activities do not materially interfere with Executive's duties:

(a) service on the boards of directors of up to two (2) companies that are not competitors of the Company or any of its Affiliates, subject to the prior written approval of the Board of Directors of Parent (which approval shall not be unreasonably withheld, conditioned, or delayed);

(b) participation in charitable, civic, educational, professional, community, and industry organizations and activities;

(c) management of Executive's personal investments and financial affairs, including investments in family-owned entities, real estate, and passive investment vehicles; and

(d) fulfillment of any teaching or speaking commitments made by Executive prior to the Effective Date.

Executive shall not serve on the board of directors of any portfolio company of Ardent Capital Partners III LP (or any of its affiliated funds) other than the Company and its direct and indirect subsidiaries, without the prior written consent of the Board of Directors of Parent.

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 Directors of Parent (or a compensation committee thereof designated for such purpose), and may be increased at the discretion of the Board; provided, that the Base Salary shall not be decreased below Eight Hundred Fifty Thousand Dollars ($850,000) during the Term without Executive's prior written consent. The first annual review of the Base Salary shall occur no later than twelve (12) months following the Effective Date. Any increase in the Base Salary shall not serve to limit or reduce any other obligation to Executive under this Agreement, and the Base Salary as so increased shall constitute the "Base Salary" for purposes of this Agreement going forward.

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 annual bonus opportunity shall be equal to two hundred percent (200%) of Executive's then-current Base Salary (i.e., at initial compensation levels, a maximum bonus of $1,700,000).

(b) Performance Metrics. The Annual Bonus shall be determined based on Executive's achievement of performance metrics and objectives established by the Board of Directors of Parent (or a compensation committee thereof) within sixty (60) days following the commencement of each fiscal year. Such performance metrics may include, without limitation, revenue growth, Adjusted EBITDA targets, annual recurring revenue ("ARR") growth, net revenue retention and customer retention rates, strategic objectives (including product development milestones, geographic expansion, and acquisition integration), and such other financial, operational, and individual performance criteria as the Board may determine in its reasonable discretion. The Board shall consult with Executive in connection with the establishment of performance metrics for each fiscal year.

(c) Proration for Partial Year. For the fiscal year in which the Effective Date occurs, the Target Bonus shall be prorated based on the number of days remaining in such fiscal year following the Effective Date divided by the total number of days in such fiscal year.

(d) Payment Timing. The Annual Bonus, if any, shall be payable within seventy-five (75) days following the end of the applicable fiscal year, subject to Executive's continued employment with the Company through the applicable payment date (except as otherwise expressly provided in Article V).

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 Parent shall be subject to the terms and conditions of the Stockholders Agreement (including, without limitation, transfer restrictions, tag-along rights, drag-along rights, preemptive rights, information rights, and registration rights) and the Rollover Agreement. For the avoidance of doubt, Executive's remaining forty percent (40%) equity, having an aggregate value of Ninety-Five Million Two Hundred Thousand Dollars ($95,200,000), based on 4,760,000 shares at a per share price of $20.00, is being cashed out at the Effective Date pursuant to the terms of the Merger Agreement. Nothing in this Agreement shall be construed to modify or limit Executive's rights and obligations under the Rollover Agreement or the Stockholders Agreement, except as expressly set forth herein.

(b) Management Equity Incentive Plan. Executive shall be eligible to participate in the Management Equity Incentive Plan of Ardent Apex Holdings Inc. (the "Incentive Plan"), adopted as of the Effective Date. As of the Effective Date, Executive shall receive an initial grant under the Incentive Plan of stock options and/or profits interests representing a percentage of the fully diluted equity of Parent, as determined by the Board of Directors of Parent in consultation with Executive and as set forth in the applicable award agreement (the "Initial Grant"). The Initial Grant shall be subject to the following vesting schedule:

(i) twenty-five percent (25%) of the Initial Grant shall vest on the first anniversary of the Effective Date; and

(ii) the remaining seventy-five percent (75%) of the Initial Grant shall vest in equal quarterly installments over the three (3)-year period following the first anniversary of the Effective Date, such that the Initial Grant shall be fully vested on the fourth (4th) anniversary of the Effective Date,

in each case subject to Executive's continued employment with the Company or any of its Affiliates on each applicable vesting date, except as otherwise expressly provided in Sections 5.1, 5.2, 5.5, and 5.7 of this Agreement. Accelerated vesting provisions applicable upon certain termination events are set forth in Sections 5.1, 5.2, 5.5, and 5.7 of this Agreement. The terms and conditions of the equity awards shall be governed by the Incentive Plan and the individual award agreements executed by Executive, substantially in the form attached hereto as Exhibit B. In the event of any conflict between the terms of this Agreement and the terms of the Incentive Plan or any individual award agreement with respect to the vesting or acceleration of Executive's equity awards, the terms most favorable to Executive shall control.

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, and retirement plans (including any tax-qualified 401(k) plan with employer matching contributions), in each case in accordance with the terms and conditions of such plans as in effect from time to time. The benefits provided to Executive shall be no less favorable in the aggregate than those provided to Executive immediately prior to the Effective Date. Nothing herein shall be construed to require the Company to maintain any particular benefit plan or program; provided, however, that the Company shall not take any action with respect to any benefit plan or program that disproportionately and adversely affects Executive relative to other senior executives of the Company.

In addition, Executive shall be entitled to the benefit of the directors' and officers' liability insurance coverage maintained by the Company from time to time covering acts and omissions in Executive's capacity as an officer and director of the Company, Parent, and their respective subsidiaries. Without limiting the foregoing, the Parties acknowledge that the Company has placed a tail policy with Palisade Mutual Insurance Co. (Policy No. PAL-DO-2025-11473, with aggregate coverage limits of $50,000,000 and a six (6)-year tail period) covering acts and omissions of the Company's directors and officers occurring prior to the Effective Date. The Company shall not cancel, reduce, or otherwise modify such tail policy without the prior written consent of Executive.

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 ten (10) unused vacation days from one calendar year to the next.

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, professional development, and telecommunications. Executive shall be entitled to business-class air travel for all international flights and first-class air travel for all transatlantic and transpacific flights exceeding eight (8) hours in duration. Reimbursement of expenses shall be made in accordance with the Company's regular reimbursement practices, but in no event later than the last day of the calendar year following the calendar year in which the expense was incurred.

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 packing, shipping, and transportation of household goods, temporary storage for up to six (6) months, and reasonable travel expenses for Executive and his immediate family members in connection with the relocation;

(ii) a temporary housing allowance of up to Fifteen Thousand Dollars ($15,000) per month for a period of up to twelve (12) months following the date of relocation, to cover the cost of furnished temporary housing in the Washington, D.C. metropolitan area while Executive secures permanent housing; and

(iii) a full tax gross-up payment to compensate Executive for any federal, state, and local income taxes (and any additional taxes on such gross-up payment) imposed on Executive as a result of any relocation benefits provided under this Section 4.7(a), such that Executive is placed in the same after-tax position as if no such taxes had been imposed.

(b) Housing Allowance. If the Board does not require Executive to relocate his primary residence from Zürich, Switzerland, the Company shall provide Executive with a housing allowance of Ten Thousand Dollars ($10,000) per month during the Term to enable Executive to maintain a suitable residence in the Washington, D.C. metropolitan area for use during periods when Executive is performing his duties at the Company's headquarters in Reston, Virginia. Such housing allowance shall be paid on a monthly basis and shall be treated as taxable income to Executive.

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 adopted effective upon the consummation of the Merger), against all costs, expenses (including reasonable attorneys' fees and disbursements), judgments, fines, penalties, and amounts paid in settlement actually and reasonably incurred by Executive in connection with any threatened, pending, or completed action, suit, proceeding, or investigation (whether civil, criminal, administrative, regulatory, or investigative) to which Executive is or was a party, or is threatened to be made a party, by reason of the fact that Executive is or was a director, officer, or employee of the Company, Parent, or any of their respective Affiliates, or is or was serving at the request of the Company, Parent, or any of their respective Affiliates as a director, officer, employee, agent, or trustee of another entity.

(b) The Company shall, to the fullest extent permitted by applicable law, promptly advance to Executive all reasonable costs and expenses (including reasonable attorneys' fees and disbursements) incurred by Executive in connection with any such action, suit, proceeding, or investigation, upon receipt of an undertaking by Executive to repay such amounts if it shall ultimately be determined that Executive is not entitled to indemnification hereunder.

(c) The indemnification obligations set forth in this Section 4.8 shall survive the termination of this Agreement and Executive's employment with the Company, regardless of the reason for such termination, and shall continue in full force and effect for a period of six (6) years following the date of such termination (or, if later, until the final resolution of any action, suit, proceeding, or investigation pending as of such date or arising out of events occurring during Executive's employment).

(d) Parent hereby acknowledges and agrees that it is an intended third-party beneficiary of this Section 4.8, and that Executive shall be entitled to indemnification from Parent on the same terms as set forth herein with respect to Executive's service as a director and officer of Parent.

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 vacation, any unreimbursed business expenses incurred prior to the date of death (in accordance with Section 4.6), and any vested benefits to which Executive is entitled under the terms of the Company's employee benefit plans (collectively, the "Accrued Obligations"). Accrued Obligations shall be paid within thirty (30) days following the date of Executive's death (or such earlier date as may be required by applicable law);

(b) Prorated Bonus. A prorated Target Bonus for the fiscal year in which Executive's death occurs, calculated by multiplying the Target Bonus by a fraction, the numerator of which is the number of days elapsed in such fiscal year through the date of Executive's death, and the denominator of which is the total number of days in such fiscal year. Such prorated Target Bonus shall be paid within seventy-five (75) days following the end of such fiscal year;

(c) Continued Health Benefits. Twelve (12) months of continued health benefits (medical, dental, and vision coverage) for Executive's eligible dependents, at the same cost-sharing levels as were in effect for Executive immediately prior to the date of death, or, if the Company is unable to continue such coverage under its group health plans, reimbursement of the cost of COBRA continuation coverage (or equivalent individual coverage) for such twelve (12)-month period; and

(d) Equity Acceleration. All unvested time-based equity awards held by Executive under the Incentive Plan that would have vested during the twelve (12)-month period following the date of Executive's death shall immediately accelerate and become fully vested and, in the case of options, exercisable, as of the date of Executive's death. The treatment of any performance-based equity awards shall be governed by the terms of the applicable award agreements.

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 period of one hundred eighty (180) calendar days, or for an aggregate of two hundred seventy (270) calendar days in any consecutive three hundred sixty-five (365)-day period, as determined by a physician selected by the Company and reasonably acceptable to Executive (or, if Executive is unable to participate in the selection, acceptable to Executive's legal representative).

(b) Termination. The Company may terminate Executive's employment upon written notice to Executive (or Executive's legal representative) following a determination of Disability as described in Section 5.2(a) above. Upon termination of Executive's employment for Disability, Executive shall be entitled to receive the same payments and benefits as are provided in the event of termination by death under Section 5.1(a) through Section 5.1(d) above; provided, that any amounts payable to Executive under this Section 5.2 shall be reduced by the amount of any benefits received by Executive under any long-term disability insurance policy maintained by the Company or procured on Executive's behalf, to the extent necessary to avoid duplication of benefits.

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 Company delivers to Executive a written notice specifying in reasonable detail the nature of such breach;

(ii) Executive's conviction of, or plea of guilty or nolo contendere to, a felony under the laws of the United States or any state thereof or under the laws of any foreign jurisdiction, or any crime (whether or not a felony) involving fraud, dishonesty, or moral turpitude;

(iii) Executive's gross negligence or willful misconduct in the performance of his duties hereunder that results in material harm (financial, reputational, or otherwise) to the Company, Parent, or any of their respective Affiliates;

(iv) Executive's material violation of the Company's code of conduct, anti-corruption policies (including policies adopted in compliance with the Foreign Corrupt Practices Act, the UK Bribery Act, or similar anti-bribery laws), or compliance policies that have been provided to or made available to Executive;

(v) Executive's willful failure or refusal to cooperate with a bona fide internal investigation conducted by or at the direction of the Board or any committee thereof, or an investigation by any governmental or regulatory authority having jurisdiction over the Company or its Affiliates, including without limitation the U.S. Securities and Exchange Commission, the U.S. Department of Justice, or the Swiss Financial Market Supervisory Authority;

(vi) Executive's commission of an act of fraud, embezzlement, misappropriation, or theft involving the Company, Parent, or any of their respective Affiliates, or any funds, property, or assets of the foregoing; or

(vii) Executive's material breach of any of the restrictive covenants set forth in Article VII of this Agreement.

(b) Process. The Board may not terminate Executive's employment for Cause unless the Board has first (A) provided Executive with written notice specifying in reasonable detail the acts or omissions constituting Cause, (B) to the extent the Cause event is of the type described in clause (i) above or is otherwise reasonably capable of cure, afforded Executive a period of thirty (30) days following delivery of such notice to cure the condition (the "Cure Period"), and (C) provided Executive with a reasonable opportunity to appear before the Board (with or without counsel) to respond to the allegations prior to the Board's final determination. A termination of Executive's employment shall not be deemed to be for Cause unless approved by the affirmative vote of a majority of the members of the Board (excluding Executive, if then a member of the Board) at a meeting of the Board duly called and held for such purpose.

(c) Payments Upon Termination for Cause. Upon termination of Executive's employment for Cause, Executive shall be entitled only to the Accrued Obligations. Executive shall not be entitled to any severance, bonus proration, continued health benefits (other than as required by law, including COBRA), or acceleration of any equity awards. All unvested equity awards held by Executive under the Incentive Plan shall immediately be forfeited upon termination for Cause.

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 Directors of Parent, the appointment of another individual as the most senior executive officer of the Company, or the assignment to Executive of duties that are materially inconsistent with his position as Chief Executive Officer;

(ii) a material reduction in Executive's Base Salary below the level set forth in Section 4.1 (as may have been increased from time to time) or a material reduction in Executive's Target Bonus opportunity below the level set forth in Section 4.2;

(iii) a relocation of Executive's primary place of work by more than fifty (50) miles from Reston, Virginia (or, if Executive's primary place of work is Zürich, Switzerland, more than fifty (50) kilometers from Zürich) without Executive's written consent;

(iv) a material breach by the Company of any material provision of this Agreement, the Rollover Agreement, or the Stockholders Agreement (to the extent such breach is within the Company's or Parent's control); or

(v) the failure of the Company to cause Executive to be appointed to, or re-nominated for election to, the Board of Directors of the Company and the Board of Directors of Parent during the Term, as contemplated by Section 3.1.

(b) Process. Notwithstanding the foregoing, Executive may not terminate his employment for Good Reason unless Executive has first (A) provided the Company with written notice within sixty (60) days following the date on which Executive first becomes aware (or reasonably should have become aware) of the occurrence of the condition giving rise to Good Reason, specifying in reasonable detail the condition constituting Good Reason, (B) afforded the Company a period of thirty (30) days following the Company's receipt of such notice to cure the condition (the "Good Reason Cure Period"), and (C) if the Company has not cured the condition within the Good Reason Cure Period, tendered his resignation within thirty (30) days following the expiration of the Good Reason Cure Period. If the Company cures the condition within the Good Reason Cure Period, Executive shall not be entitled to terminate his employment for Good Reason on account of such condition. Executive's failure to provide timely notice or to resign within the time period specified above shall constitute a waiver of Executive's right to terminate for Good Reason with respect to such condition.

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 be entitled to receive the following payments and benefits, subject to the conditions set forth in this Section 5.5:

(a) Accrued Obligations. The Accrued Obligations, payable within thirty (30) days following the date of termination (or such earlier date as may be required by applicable law);

(b) Cash Severance. A cash severance payment equal to two (2) times the sum of (i) Executive's then-current Base Salary and (ii) Executive's Target Bonus (i.e., at initial compensation levels, an aggregate severance payment of 2 × ($850,000 + $850,000) = $3,400,000). Such cash severance shall be payable in substantially equal installments over the twenty-four (24)-month period following the date of termination in accordance with the Company's regular payroll practices, commencing on the first regular payroll date following the date on which the Release (as defined below) becomes effective and irrevocable, with the first such installment including any amounts that would have been paid had the installments commenced on the date of termination;

(c) Prorated Annual Bonus. A prorated Annual Bonus for the fiscal year in which the termination occurs, based on actual performance achieved during such fiscal year as determined by the Board in its reasonable discretion, calculated by multiplying the Annual Bonus that would have been earned for the full fiscal year by a fraction, the numerator of which is the number of days elapsed in such fiscal year through the date of termination, and the denominator of which is the total number of days in such fiscal year. Such prorated Annual Bonus shall be payable at the time Annual Bonuses are paid to other senior executives of the Company for such fiscal year (but in no event later than seventy-five (75) days following the end of such fiscal year);

(d) Continued Health Benefits. Continued health benefits (medical, dental, and vision coverage) for Executive and his eligible dependents for a period of twenty-four (24) months following the date of termination, at the same cost-sharing levels as were in effect for Executive immediately prior to the date of termination. Such continued coverage shall be provided under the Company's group health plans to the extent permissible, or, if the Company is unable to continue such coverage under its group health plans (whether due to the terms of such plans, applicable law, or otherwise), the Company shall reimburse Executive for the cost of COBRA continuation coverage (or equivalent individual coverage) for such twenty-four (24)-month period. Continued health benefits under this Section 5.5(d) shall terminate earlier if Executive becomes eligible for comparable health coverage from a subsequent employer or through a spouse's employer;

(e) Equity Acceleration. All unvested time-based equity awards held by Executive under the Incentive Plan that would have vested during the twenty-four (24)-month period following the date of termination shall immediately accelerate and become fully vested and, in the case of options, exercisable, as of the date of termination. The treatment of any performance-based equity awards shall be governed by the terms of the applicable award agreements; and

(f) Rollover Equity. For the avoidance of doubt, upon a termination of Executive's employment without Cause or for Good Reason, Executive shall retain all of his Rollover Equity in Parent ($142,800,000 in equity interests as of the Effective Date, subject to any adjustment pursuant to the Rollover Agreement). The Rollover Equity shall continue to be subject to the terms and conditions of the Stockholders Agreement (including, without limitation, transfer restrictions, tag-along rights, and drag-along rights) and the Rollover Agreement, but there shall be no forfeiture, repurchase (at less than fair market value), or other adverse treatment of the Rollover Equity as a result of Executive's termination of employment without Cause or for Good Reason.

Release Requirement. Notwithstanding the foregoing, Executive's entitlement to the payments and benefits described in Sections 5.5(b) through 5.5(f) above (other than the Accrued Obligations) shall be conditioned upon Executive's timely execution, delivery, and non-revocation of a general release of claims substantially in the form attached hereto as Exhibit A (the "Release"), within sixty (60) days following the date of termination. If Executive fails to execute and deliver the Release within such sixty (60)-day period, or if Executive revokes the Release within any applicable revocation period, Executive shall not be entitled to any of the severance payments or benefits described in this Section 5.5 (other than the Accrued Obligations). No severance payments shall commence until the Release becomes effective and irrevocable. If the sixty (60)-day period for executing the Release spans two (2) taxable years of Executive, payments shall not commence until the second taxable year, to the extent required to comply with Section 409A.

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 Executive his Base Salary through the end of the original ninety (90)-day notice period. Upon a voluntary resignation without Good Reason, Executive shall be entitled only to the Accrued Obligations. Executive shall not be entitled to any severance, bonus proration, continued health benefits (other than as required by law), or acceleration of any equity awards. All unvested equity awards held by Executive under the Incentive Plan shall be treated in accordance with the terms of the Incentive Plan and the applicable award agreements, which may include forfeiture or repurchase provisions. Executive's Rollover Equity in Parent shall be retained by Executive, subject to the terms and conditions of the Stockholders Agreement and the Rollover Agreement (including any repurchase rights set forth therein).

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 Cause or by Executive for Good Reason (a "Qualifying CIC Termination"), then, in addition to and in lieu of (and not cumulative with) the severance payments and benefits set forth in Section 5.5:

(i) Full Equity Acceleration. All unvested equity awards held by Executive under the Incentive Plan (whether time-based or performance-based) shall immediately and fully accelerate and become fully vested and, in the case of options, exercisable, as of the date of the Qualifying CIC Termination;

(ii) Enhanced Cash Severance. Executive shall receive a cash severance payment equal to two and one-half (2.5) times the sum of (A) Executive's then-current Base Salary and (B) Executive's Target Bonus (i.e., at initial compensation levels, an aggregate severance payment of 2.5 × ($850,000 + $850,000) = $4,250,000), payable in equal installments over the twenty-four (24)-month period following the date of termination in accordance with the Company's regular payroll practices, commencing on the first regular payroll date following the date on which the Release becomes effective and irrevocable; and

(iii) Other Severance. Executive shall also be entitled to the Accrued Obligations, the prorated Annual Bonus, and the continued health benefits as described in Sections 5.5(a), 5.5(c), and 5.5(d), on the terms set forth therein.

All severance payments and benefits under this Section 5.7 shall be conditioned upon Executive's timely execution, delivery, and non-revocation of the Release as described in Section 5.5.

(b) Definition of Change of Control. For purposes of this Section 5.7, a "Change of Control" shall mean the occurrence of any of the following events after the Effective Date:

(i) the sale, lease, exchange, transfer, or other disposition (in one transaction or a series of related transactions) of all or substantially all of the assets of Parent or the Company to any Person or group of related Persons (other than an Affiliate of Ardent Capital Partners III LP);

(ii) a merger, consolidation, recapitalization, or other business combination involving Parent in which Ardent Capital Partners III LP (together with its Affiliates) ceases to hold, directly or indirectly, at least fifty percent (50%) of the outstanding voting equity securities of the surviving or resulting entity; or

(iii) a sale, transfer, or other disposition by Ardent Capital Partners III LP (and/or its Affiliates) of more than fifty percent (50%) of the equity interests in Parent to one or more unaffiliated third parties (whether in one transaction or a series of related transactions), other than pursuant to a bona fide initial public offering of the equity securities of Parent or the Company.

For the avoidance of doubt, a bona fide initial public offering of the equity securities of Parent or the Company shall not constitute a Change of Control for purposes of this Section 5.7.

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 meaning of Section 280G of the Code and the regulations thereunder), whether paid or payable, distributed or distributable, pursuant to the terms of this Agreement or otherwise (collectively, the "Total Payments"), would be or become subject to the excise tax imposed under Section 4999 of the Code, or any interest or penalties with respect to such excise tax (collectively, the "Excise Tax"), then the aggregate Total Payments shall be reduced (but not below zero) to the largest amount that would result in no portion of the Total Payments being subject to the Excise Tax, but only if such reduction would result in Executive receiving a greater aggregate after-tax amount than Executive would receive without such reduction (after taking into account the Excise Tax, federal, state, and local income taxes, and employment taxes). If, after application of the foregoing "best-net" analysis, Executive would receive a greater after-tax amount without any reduction, the Total Payments shall be paid in full without reduction.

(b) Order of Reduction. If a reduction in the Total Payments is required under Section 5.8(a), the reduction shall be applied in the following order, unless Executive elects a different order (to the extent permitted by Section 409A): (i) first, any cash severance payments payable under Section 5.5(b) or Section 5.7(a)(ii), as applicable, shall be reduced in reverse chronological order (i.e., the last installment shall be reduced first); (ii) second, any non-cash benefits (including continued health benefits) shall be reduced in reverse chronological order; and (iii) third, any acceleration of vesting of equity awards shall be reduced in reverse order of vesting dates.

(c) Determinations. All determinations required to be made under this Section 5.8, including whether a reduction is necessary, the amount of any such reduction, and the assumptions to be utilized in arriving at such determination, shall be made by a nationally recognized independent accounting firm selected by the Company and reasonably acceptable to Executive (the "Accounting Firm"). The Company shall bear all costs and expenses of the Accounting Firm.

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 shall be interpreted, construed, and administered in a manner consistent with such intent. Notwithstanding any provision of this Agreement to the contrary, to the extent that the Company determines that any payment or benefit provided under this Agreement constitutes "nonqualified deferred compensation" within the meaning of Section 409A, the Company shall take all steps reasonably necessary to ensure that such payment or benefit complies with Section 409A, including making such modifications to this Agreement as the Company deems necessary or advisable (with the consent of Executive, which shall not be unreasonably withheld) to avoid the imposition of any additional tax, penalty, or interest under Section 409A.

(b) Specified Employee Delay. Notwithstanding any other provision of this Agreement to the contrary, if Executive is a "specified employee" within the meaning of Section 409A(a)(2)(B)(i) of the Code at the time of Executive's "separation from service" (within the meaning of Treasury Regulation Section 1.409A-1(h)), any payment that constitutes "nonqualified deferred compensation" within the meaning of Section 409A that is payable on account of Executive's separation from service and that is not exempt from Section 409A as a short-term deferral or separation pay shall not be paid until the first business day following the date that is six (6) months and one (1) day after the date of Executive's separation from service (or, if earlier, the date of Executive's death) (the "Delayed Payment Date"). On the Delayed Payment Date, Executive shall receive a lump-sum payment equal to the aggregate amount of all payments that were delayed pursuant to this Section 5.9(b), without interest.

(c) Separation from Service. For purposes of this Agreement, Executive's "separation from service" shall be determined in accordance with Treasury Regulation Section 1.409A-1(h), applying the default provisions thereof.

(d) Installment Payments. Each installment payment of severance or other amount payable under this Agreement shall be treated as a separate "payment" for purposes of Section 409A.

(e) Reimbursements. To the extent that any reimbursement or in-kind benefit provided under this Agreement constitutes "nonqualified deferred compensation" within the meaning of Section 409A: (i) the amount of expenses eligible for reimbursement (or in-kind benefits provided) during any calendar year shall not affect the amount eligible for reimbursement (or in-kind benefits provided) in any other calendar year; (ii) such reimbursement shall be made no later than the last day of the calendar year following the calendar year in which the expense was incurred; and (iii) Executive's right to reimbursement (or in-kind benefits) shall not be subject to liquidation or exchange for any other benefit.

(f) No Guarantee. Notwithstanding any provision of this Agreement to the contrary, in no event shall the Company, Parent, or any of their respective Affiliates be liable for any additional tax, interest, or penalty imposed on Executive by Section 409A or for any damages for failing to comply with Section 409A.

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 and obligations hereunder, other than customary confidentiality obligations owed to Luminex Systems AG and the Company in Executive's capacity as an employee and officer thereof.

(b) Executive will not bring to the Company or use in the performance of his duties any confidential information, trade secrets, or proprietary materials belonging to any prior employer or third party, except to the extent that Executive has the lawful right to use such information.

(c) Executive has disclosed to the Company, in writing, all pending or, to Executive's knowledge, threatened claims, lawsuits, arbitrations, or governmental investigations involving Executive in his personal capacity, including any tax matters, regulatory proceedings, or civil litigation, that could reasonably be expected to have a material impact on Executive's ability to perform his duties hereunder or that could reasonably be expected to result in material reputational harm to the Company or its Affiliates.

(d) All information provided by Executive to the Company, Parent, and Ardent Capital in connection with the negotiation and execution of this Agreement, the Rollover Agreement, and the Merger Agreement (including all financial disclosures and representations made in connection therewith) is true and correct in all material respects and does not omit any material fact necessary to make such information not misleading.

(e) Executive has had the opportunity to consult with independent legal counsel regarding the terms and conditions of this Agreement and the restrictive covenants contained herein, and Executive enters into this Agreement knowingly and voluntarily.

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 required, the Board of Directors of Parent), has been duly executed and delivered by the Company, and constitutes a valid, legal, and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and other laws affecting creditors' rights generally and to general principles of equity.

(b) The execution, delivery, and performance of this Agreement by the Company does not and will not (i) violate or conflict with the Company's Amended and Restated Certificate of Incorporation or Amended and Restated Bylaws (as in effect on the Effective Date), (ii) violate or conflict with the Merger Agreement, the Stockholders Agreement, or any other agreement to which the Company or Parent is a party, or (iii) violate any applicable law, statute, rule, regulation, judgment, order, or decree of any governmental authority having jurisdiction over the Company.

(c) All corporate approvals necessary for the entry into and performance of this Agreement by the Company have been duly obtained, including the approval of the Board of Directors of Parent and the consent of Ardent Capital Partners III LP to the extent required by the Stockholders Agreement.

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 of any other Person, whether as an owner, stockholder, partner, member, joint venturer, investor, director, officer, employee, consultant, agent, advisor, independent contractor, or in any other capacity:

(i) engage in, own, manage, operate, finance, control, or participate in the ownership, management, operation, or control of any business, enterprise, or entity (whether in corporate, partnership, limited liability company, or any other form) that is engaged in, or that is actively planning to engage in, the development, marketing, sal

EMPLOYMENT AGREEMENT
by and between
LUMINEX SYSTEMS HOLDINGS INC.
and
DR. STEFAN KESSLER
Dated as of the Effective Date (as defined herein)
TABLE OF CONTENTS
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EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this "Agreement") is entered into and effective as of the Closing Date (as defined below) of the transactions contemplated by the Agreement and Plan of Merger dated March 24, 2025 (the "Effective Date"), by and between:
LUMINEX SYSTEMS HOLDINGS INC., a Delaware corporation, with its principal offices at 2100 Reston Gateway Drive, Suite 800, Reston, Virginia 20191 (the "Company"), as the surviving corporation in the reverse triangular merger of Ardent Apex Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Ardent Apex Holdings Inc., a Delaware corporation ("Parent"), with and into the Company, whereby the Company continues as a wholly owned subsidiary of Parent;
and
DR. STEFAN KESSLER, an individual residing at the address on file with the Company ("Executive").
The Company and Executive are sometimes referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, pursuant to that certain Agreement and Plan of Merger, dated as of March 24, 2025, by and among Ardent Apex Holdings Inc., a Delaware corporation ("Parent"), Ardent Apex Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"), and Luminex Systems Holdings Inc., a Delaware corporation (the "Merger Agreement"), Merger Sub will merge with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent (the "Merger");
WHEREAS, the Merger constitutes a change of control of the Company;
WHEREAS, Ardent Capital Partners III LP, a Delaware limited partnership ("Ardent Capital"), is the indirect parent of Parent and the sponsor of the transaction contemplated by the Merger Agreement;
WHEREAS, Executive currently serves as Chief Executive Officer of Luminex Systems AG, a Swiss Aktiengesellschaft (Aktiengesellschaft) and a subsidiary of the Company, and has served in such capacity since the founding of Luminex in 2009;
WHEREAS, Executive is a holder of approximately 8.5% of the fully diluted equity of the Company, representing 11,900,000 shares of common stock of the Company at a per share price of $20.00, with an aggregate value of $238,000,000, and, pursuant to that certain Rollover Agreement of even date herewith by and between Executive and Parent (the "Rollover Agreement"), Executive is rolling over sixty percent (60%) of his equity interests (having a value of $142,800,000) into equity interests in Parent and is cashing out the remaining forty percent (40%) of his equity interests (having a value of $95,200,000) in connection with the consummation of the Merger;
WHEREAS, the Company desires to employ Executive as Chief Executive Officer of the Company following the Effective Date, and Executive desires to accept such employment, on the terms and conditions set forth herein;
WHEREAS, the Parties desire to set forth the terms and conditions of Executive's employment with the Company effective as of the Effective Date; and
WHEREAS, the execution and delivery of this Agreement by Executive is a condition to the obligations of Parent and Merger Sub to consummate the Merger under the Merger Agreement.
NOW, THEREFORE, in consideration of the mutual covenants, promises, and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
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), Ardent Apex Holdings Inc., and each of the Company's direct and indirect subsidiaries, including without limitation Luminex Systems Inc. (a Delaware corporation), Luminex Systems AG (a Swiss Aktiengesellschaft), Luminex Systems UK Ltd. (a company organized under the laws of England and Wales), Luminex Systems GmbH (a German limited liability company), and Luminex Systems Pte. Ltd. (a Singapore private limited company). For purposes of this definition, "control" (including its correlatives, "controlling," "controlled by," and "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract, or otherwise.
(b) "Board" means the Board of Directors of the Company or, where the context so requires, the Board of Directors of Parent.
(c) "Cause" has the meaning set forth in Section 5.3.
(d) "Change of Control" has the meaning set forth in Section 5.7; provided, that for the avoidance of doubt, the Merger itself constitutes the initial change of control triggering this Agreement, and the definition set forth in Section 5.7 applies solely to any subsequent Change of Control occurring after the Effective Date.
(e) "Closing Date" means the closing date of the Merger as defined in Article II of the Merger Agreement.
(f) "Code" means the Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated thereunder.
(g) "Confidential Information" has the meaning set forth in Section 7.2.
(h) "Disability" has the meaning set forth in Section 5.2.
(i) "Effective Date" means the date on which the Merger becomes effective in accordance with the terms of the Merger Agreement by the filing of the certificate of merger with the Secretary of State of the State of Delaware.
(j) "Good Reason" has the meaning set forth in Section 5.4.
(k) "Incentive Plan" means the Management Equity Incentive Plan of Ardent Apex Holdings Inc., as adopted as of the Effective Date and as may be amended from time to time in accordance with its terms.
(l) "Merger Agreement" means the Agreement and Plan of Merger, dated as of March 24, 2025, by and among Parent, Merger Sub, and the Company, as may be amended, supplemented, or otherwise modified from time to time in accordance with its terms.
(m) "Parent" means Ardent Apex Holdings Inc., a Delaware corporation.
(n) "Person" means any individual, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization, governmental authority, or other entity.
(o) "Restricted Period" has the meaning set forth in Section 7.1.
(p) "Rollover Agreement" means the Rollover Agreement entered into by Executive and Parent in connection with the Merger, pursuant to which Executive is rolling over a portion of his equity in the Company into equity interests in Parent.
(q) "Rollover Equity" means the equity interests in Parent received by Executive pursuant to the Rollover Agreement, valued at $142,800,000 as of the Effective Date, subject to the terms and conditions of the Rollover Agreement and the Stockholders Agreement.
(r) "Section 409A" means Section 409A of the Code and the Treasury Regulations promulgated thereunder.
(s) "Stockholders Agreement" means the Stockholders Agreement of Ardent Apex Holdings Inc. entered into as of the Effective Date by and among Ardent Capital Partners III LP, the management rollover participants (including Executive), Northvale Sovereign Holdings Ltd., and Summit Ridge Capital Partners LP, as may be amended, supplemented, or otherwise modified from time to time in accordance with its terms.
(t) "Term" has the meaning set forth in Section 2.1.
ARTICLE II — EMPLOYMENT TERM
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)-year periods (each, a "Renewal Term"), unless either Party provides written notice of non-renewal to the other Party not less than ninety (90) days prior to the expiration of the then-current term (whether the Initial Term or any Renewal Term). The Initial Term, together with any Renewal Terms, shall be referred to herein as the "Term." For the avoidance of doubt, a notice of non-renewal by the Company shall be treated as a termination of Executive's employment by the Company without Cause for all purposes of this Agreement, including for purposes of the severance and other benefits set forth in Section 5.5, and a notice of non-renewal by Executive shall be treated as a voluntary resignation by Executive without Good Reason for all purposes of this Agreement.
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 extended to December 10, 2025 in the event of delays in obtaining required regulatory approvals, in accordance with Section 8.1(b)(i) of the Merger Agreement) or otherwise, this Agreement shall automatically and without any further action by either Party be null and void ab initio and shall be of no force or effect whatsoever, and neither Party shall have any rights, obligations, or liabilities hereunder. Prior to the Effective Date, Executive shall continue to serve in his current capacity with Luminex Systems AG in accordance with the terms and conditions of his existing employment arrangements.
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 Inc., Luminex Systems AG, Luminex Systems UK Ltd., Luminex Systems GmbH, and Luminex Systems Pte. Ltd. Executive shall be appointed to the Board of Directors of the Company and to the Board of Directors of Parent, in each case effective as of the Effective Date, and the Company shall use commercially reasonable efforts to cause Executive to be nominated for re-election to both such Boards during each year of the Term. If Executive's employment under this Agreement is terminated for any reason, Executive shall, unless otherwise requested by the Board, immediately resign from the Board of Directors of the Company, the Board of Directors of Parent, and any other boards of directors of any Affiliates of the Company or Parent on which Executive then serves.
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 coordination shall not alter Executive's reporting relationship to the Board of Directors of Parent.
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. (which oversees United Kingdom and Nordic operations), Luminex Systems GmbH (which oversees German operations), and Luminex Systems Pte. Ltd. (which oversees Asia-Pacific operations). Executive shall have such authority, powers, and duties as are customarily exercised by a chief executive officer of a company of similar size and scope, subject to the oversight and direction of the Board of Directors of Parent and the terms of this Agreement, the Stockholders Agreement, and applicable law.
Executive shall devote substantially all of his business time, attention, skill, and energy to the performance of his duties hereunder. Executive shall perform his duties faithfully and to the best of his abilities, consistent with the Company's policies, the directives of the Board, and applicable law.
Executive's primary place of work shall be the Company's headquarters located at 2100 Reston Gateway Drive, Suite 800, Reston, Virginia 20191, with regular travel to Zürich, Switzerland, and other global offices of the Company and its subsidiaries as the business requires. Executive acknowledges and agrees that frequent international travel is inherent to the position of Chief Executive Officer of the Company and its global subsidiary network, and Executive commits to such travel as reasonably necessary for the fulfillment of his responsibilities.
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 the extent that such activities do not materially interfere with Executive's duties:
(a) service on the boards of directors of up to two (2) companies that are not competitors of the Company or any of its Affiliates, subject to the prior written approval of the Board of Directors of Parent (which approval shall not be unreasonably withheld, conditioned, or delayed);
(b) participation in charitable, civic, educational, professional, community, and industry organizations and activities;
(c) management of Executive's personal investments and financial affairs, including investments in family-owned entities, real estate, and passive investment vehicles; and
(d) fulfillment of any teaching or speaking commitments made by Executive prior to the Effective Date.
Executive shall not serve on the board of directors of any portfolio company of Ardent Capital Partners III LP (or any of its affiliated funds) other than the Company and its direct and indirect subsidiaries, without the prior written consent of the Board of Directors of Parent.
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 Directors of Parent (or a compensation committee thereof designated for such purpose), and may be increased at the discretion of the Board; provided, that the Base Salary shall not be decreased below Eight Hundred Fifty Thousand Dollars ($850,000) during the Term without Executive's prior written consent. The first annual review of the Base Salary shall occur no later than twelve (12) months following the Effective Date. Any increase in the Base Salary shall not serve to limit or reduce any other obligation to Executive under this Agreement, and the Base Salary as so increased shall constitute the "Base Salary" for purposes of this Agreement going forward.
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 annual bonus opportunity shall be equal to two hundred percent (200%) of Executive's then-current Base Salary (i.e., at initial compensation levels, a maximum bonus of $1,700,000).
(b) Performance Metrics. The Annual Bonus shall be determined based on Executive's achievement of performance metrics and objectives established by the Board of Directors of Parent (or a compensation committee thereof) within sixty (60) days following the commencement of each fiscal year. Such performance metrics may include, without limitation, revenue growth, Adjusted EBITDA targets, annual recurring revenue ("ARR") growth, net revenue retention and customer retention rates, strategic objectives (including product development milestones, geographic expansion, and acquisition integration), and such other financial, operational, and individual performance criteria as the Board may determine in its reasonable discretion. The Board shall consult with Executive in connection with the establishment of performance metrics for each fiscal year.
(c) Proration for Partial Year. For the fiscal year in which the Effective Date occurs, the Target Bonus shall be prorated based on the number of days remaining in such fiscal year following the Effective Date divided by the total number of days in such fiscal year.
(d) Payment Timing. The Annual Bonus, if any, shall be payable within seventy-five (75) days following the end of the applicable fiscal year, subject to Executive's continued employment with the Company through the applicable payment date (except as otherwise expressly provided in Article V).
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 Parent shall be subject to the terms and conditions of the Stockholders Agreement (including, without limitation, transfer restrictions, tag-along rights, drag-along rights, preemptive rights, information rights, and registration rights) and the Rollover Agreement. For the avoidance of doubt, Executive's remaining forty percent (40%) equity, having an aggregate value of Ninety-Five Million Two Hundred Thousand Dollars ($95,200,000), based on 4,760,000 shares at a per share price of $20.00, is being cashed out at the Effective Date pursuant to the terms of the Merger Agreement. Nothing in this Agreement shall be construed to modify or limit Executive's rights and obligations under the Rollover Agreement or the Stockholders Agreement, except as expressly set forth herein.
(b) Management Equity Incentive Plan. Executive shall be eligible to participate in the Management Equity Incentive Plan of Ardent Apex Holdings Inc. (the "Incentive Plan"), adopted as of the Effective Date. As of the Effective Date, Executive shall receive an initial grant under the Incentive Plan of stock options and/or profits interests representing a percentage of the fully diluted equity of Parent, as determined by the Board of Directors of Parent in consultation with Executive and as set forth in the applicable award agreement (the "Initial Grant"). The Initial Grant shall be subject to the following vesting schedule:
(i) twenty-five percent (25%) of the Initial Grant shall vest on the first anniversary of the Effective Date; and
(ii) the remaining seventy-five percent (75%) of the Initial Grant shall vest in equal quarterly installments over the three (3)-year period following the first anniversary of the Effective Date, such that the Initial Grant shall be fully vested on the fourth (4th) anniversary of the Effective Date,
in each case subject to Executive's continued employment with the Company or any of its Affiliates on each applicable vesting date, except as otherwise expressly provided in Sections 5.1, 5.2, 5.5, and 5.7 of this Agreement. Accelerated vesting provisions applicable upon certain termination events are set forth in Sections 5.1, 5.2, 5.5, and 5.7 of this Agreement. The terms and conditions of the equity awards shall be governed by the Incentive Plan and the individual award agreements executed by Executive, substantially in the form attached hereto as Exhibit B. In the event of any conflict between the terms of this Agreement and the terms of the Incentive Plan or any individual award agreement with respect to the vesting or acceleration of Executive's equity awards, the terms most favorable to Executive shall control.
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, and retirement plans (including any tax-qualified 401(k) plan with employer matching contributions), in each case in accordance with the terms and conditions of such plans as in effect from time to time. The benefits provided to Executive shall be no less favorable in the aggregate than those provided to Executive immediately prior to the Effective Date. Nothing herein shall be construed to require the Company to maintain any particular benefit plan or program; provided, however, that the Company shall not take any action with respect to any benefit plan or program that disproportionately and adversely affects Executive relative to other senior executives of the Company.
In addition, Executive shall be entitled to the benefit of the directors' and officers' liability insurance coverage maintained by the Company from time to time covering acts and omissions in Executive's capacity as an officer and director of the Company, Parent, and their respective subsidiaries. Without limiting the foregoing, the Parties acknowledge that the Company has placed a tail policy with Palisade Mutual Insurance Co. (Policy No. PAL-DO-2025-11473, with aggregate coverage limits of $50,000,000 and a six (6)-year tail period) covering acts and omissions of the Company's directors and officers occurring prior to the Effective Date. The Company shall not cancel, reduce, or otherwise modify such tail policy without the prior written consent of Executive.
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 ten (10) unused vacation days from one calendar year to the next.
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, professional development, and telecommunications. Executive shall be entitled to business-class air travel for all international flights and first-class air travel for all transatlantic and transpacific flights exceeding eight (8) hours in duration. Reimbursement of expenses shall be made in accordance with the Company's regular reimbursement practices, but in no event later than the last day of the calendar year following the calendar year in which the expense was incurred.
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 packing, shipping, and transportation of household goods, temporary storage for up to six (6) months, and reasonable travel expenses for Executive and his immediate family members in connection with the relocation;
(ii) a temporary housing allowance of up to Fifteen Thousand Dollars ($15,000) per month for a period of up to twelve (12) months following the date of relocation, to cover the cost of furnished temporary housing in the Washington, D.C. metropolitan area while Executive secures permanent housing; and
(iii) a full tax gross-up payment to compensate Executive for any federal, state, and local income taxes (and any additional taxes on such gross-up payment) imposed on Executive as a result of any relocation benefits provided under this Section 4.7(a), such that Executive is placed in the same after-tax position as if no such taxes had been imposed.
(b) Housing Allowance. If the Board does not require Executive to relocate his primary residence from Zürich, Switzerland, the Company shall provide Executive with a housing allowance of Ten Thousand Dollars ($10,000) per month during the Term to enable Executive to maintain a suitable residence in the Washington, D.C. metropolitan area for use during periods when Executive is performing his duties at the Company's headquarters in Reston, Virginia. Such housing allowance shall be paid on a monthly basis and shall be treated as taxable income to Executive.
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 adopted effective upon the consummation of the Merger), against all costs, expenses (including reasonable attorneys' fees and disbursements), judgments, fines, penalties, and amounts paid in settlement actually and reasonably incurred by Executive in connection with any threatened, pending, or completed action, suit, proceeding, or investigation (whether civil, criminal, administrative, regulatory, or investigative) to which Executive is or was a party, or is threatened to be made a party, by reason of the fact that Executive is or was a director, officer, or employee of the Company, Parent, or any of their respective Affiliates, or is or was serving at the request of the Company, Parent, or any of their respective Affiliates as a director, officer, employee, agent, or trustee of another entity.
(b) The Company shall, to the fullest extent permitted by applicable law, promptly advance to Executive all reasonable costs and expenses (including reasonable attorneys' fees and disbursements) incurred by Executive in connection with any such action, suit, proceeding, or investigation, upon receipt of an undertaking by Executive to repay such amounts if it shall ultimately be determined that Executive is not entitled to indemnification hereunder.
(c) The indemnification obligations set forth in this Section 4.8 shall survive the termination of this Agreement and Executive's employment with the Company, regardless of the reason for such termination, and shall continue in full force and effect for a period of six (6) years following the date of such termination (or, if later, until the final resolution of any action, suit, proceeding, or investigation pending as of such date or arising out of events occurring during Executive's employment).
(d) Parent hereby acknowledges and agrees that it is an intended third-party beneficiary of this Section 4.8, and that Executive shall be entitled to indemnification from Parent on the same terms as set forth herein with respect to Executive's service as a director and officer of Parent.
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 vacation, any unreimbursed business expenses incurred prior to the date of death (in accordance with Section 4.6), and any vested benefits to which Executive is entitled under the terms of the Company's employee benefit plans (collectively, the "Accrued Obligations"). Accrued Obligations shall be paid within thirty (30) days following the date of Executive's death (or such earlier date as may be required by applicable law);
(b) Prorated Bonus. A prorated Target Bonus for the fiscal year in which Executive's death occurs, calculated by multiplying the Target Bonus by a fraction, the numerator of which is the number of days elapsed in such fiscal year through the date of Executive's death, and the denominator of which is the total number of days in such fiscal year. Such prorated Target Bonus shall be paid within seventy-five (75) days following the end of such fiscal year;
(c) Continued Health Benefits. Twelve (12) months of continued health benefits (medical, dental, and vision coverage) for Executive's eligible dependents, at the same cost-sharing levels as were in effect for Executive immediately prior to the date of death, or, if the Company is unable to continue such coverage under its group health plans, reimbursement of the cost of COBRA continuation coverage (or equivalent individual coverage) for such twelve (12)-month period; and
(d) Equity Acceleration. All unvested time-based equity awards held by Executive under the Incentive Plan that would have vested during the twelve (12)-month period following the date of Executive's death shall immediately accelerate and become fully vested and, in the case of options, exercisable, as of the date of Executive's death. The treatment of any performance-based equity awards shall be governed by the terms of the applicable award agreements.
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 period of one hundred eighty (180) calendar days, or for an aggregate of two hundred seventy (270) calendar days in any consecutive three hundred sixty-five (365)-day period, as determined by a physician selected by the Company and reasonably acceptable to Executive (or, if Executive is unable to participate in the selection, acceptable to Executive's legal representative).
(b) Termination. The Company may terminate Executive's employment upon written notice to Executive (or Executive's legal representative) following a determination of Disability as described in Section 5.2(a) above. Upon termination of Executive's employment for Disability, Executive shall be entitled to receive the same payments and benefits as are provided in the event of termination by death under Section 5.1(a) through Section 5.1(d) above; provided, that any amounts payable to Executive under this Section 5.2 shall be reduced by the amount of any benefits received by Executive under any long-term disability insurance policy maintained by the Company or procured on Executive's behalf, to the extent necessary to avoid duplication of benefits.
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 Company delivers to Executive a written notice specifying in reasonable detail the nature of such breach;
(ii) Executive's conviction of, or plea of guilty or nolo contendere to, a felony under the laws of the United States or any state thereof or under the laws of any foreign jurisdiction, or any crime (whether or not a felony) involving fraud, dishonesty, or moral turpitude;
(iii) Executive's gross negligence or willful misconduct in the performance of his duties hereunder that results in material harm (financial, reputational, or otherwise) to the Company, Parent, or any of their respective Affiliates;
(iv) Executive's material violation of the Company's code of conduct, anti-corruption policies (including policies adopted in compliance with the Foreign Corrupt Practices Act, the UK Bribery Act, or similar anti-bribery laws), or compliance policies that have been provided to or made available to Executive;
(v) Executive's willful failure or refusal to cooperate with a bona fide internal investigation conducted by or at the direction of the Board or any committee thereof, or an investigation by any governmental or regulatory authority having jurisdiction over the Company or its Affiliates, including without limitation the U.S. Securities and Exchange Commission, the U.S. Department of Justice, or the Swiss Financial Market Supervisory Authority;
(vi) Executive's commission of an act of fraud, embezzlement, misappropriation, or theft involving the Company, Parent, or any of their respective Affiliates, or any funds, property, or assets of the foregoing; or
(vii) Executive's material breach of any of the restrictive covenants set forth in Article VII of this Agreement.
(b) Process. The Board may not terminate Executive's employment for Cause unless the Board has first (A) provided Executive with written notice specifying in reasonable detail the acts or omissions constituting Cause, (B) to the extent the Cause event is of the type described in clause (i) above or is otherwise reasonably capable of cure, afforded Executive a period of thirty (30) days following delivery of such notice to cure the condition (the "Cure Period"), and (C) provided Executive with a reasonable opportunity to appear before the Board (with or without counsel) to respond to the allegations prior to the Board's final determination. A termination of Executive's employment shall not be deemed to be for Cause unless approved by the affirmative vote of a majority of the members of the Board (excluding Executive, if then a member of the Board) at a meeting of the Board duly called and held for such purpose.
(c) Payments Upon Termination for Cause. Upon termination of Executive's employment for Cause, Executive shall be entitled only to the Accrued Obligations. Executive shall not be entitled to any severance, bonus proration, continued health benefits (other than as required by law, including COBRA), or acceleration of any equity awards. All unvested equity awards held by Executive under the Incentive Plan shall immediately be forfeited upon termination for Cause.
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 Directors of Parent, the appointment of another individual as the most senior executive officer of the Company, or the assignment to Executive of duties that are materially inconsistent with his position as Chief Executive Officer;
(ii) a material reduction in Executive's Base Salary below the level set forth in Section 4.1 (as may have been increased from time to time) or a material reduction in Executive's Target Bonus opportunity below the level set forth in Section 4.2;
(iii) a relocation of Executive's primary place of work by more than fifty (50) miles from Reston, Virginia (or, if Executive's primary place of work is Zürich, Switzerland, more than fifty (50) kilometers from Zürich) without Executive's written consent;
(iv) a material breach by the Company of any material provision of this Agreement, the Rollover Agreement, or the Stockholders Agreement (to the extent such breach is within the Company's or Parent's control); or
(v) the failure of the Company to cause Executive to be appointed to, or re-nominated for election to, the Board of Directors of the Company and the Board of Directors of Parent during the Term, as contemplated by Section 3.1.
(b) Process. Notwithstanding the foregoing, Executive may not terminate his employment for Good Reason unless Executive has first (A) provided the Company with written notice within sixty (60) days following the date on which Executive first becomes aware (or reasonably should have become aware) of the occurrence of the condition giving rise to Good Reason, specifying in reasonable detail the condition constituting Good Reason, (B) afforded the Company a period of thirty (30) days following the Company's receipt of such notice to cure the condition (the "Good Reason Cure Period"), and (C) if the Company has not cured the condition within the Good Reason Cure Period, tendered his resignation within thirty (30) days following the expiration of the Good Reason Cure Period. If the Company cures the condition within the Good Reason Cure Period, Executive shall not be entitled to terminate his employment for Good Reason on account of such condition. Executive's failure to provide timely notice or to resign within the time period specified above shall constitute a waiver of Executive's right to terminate for Good Reason with respect to such condition.
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 be entitled to receive the following payments and benefits, subject to the conditions set forth in this Section 5.5:
(a) Accrued Obligations. The Accrued Obligations, payable within thirty (30) days following the date of termination (or such earlier date as may be required by applicable law);
(b) Cash Severance. A cash severance payment equal to two (2) times the sum of (i) Executive's then-current Base Salary and (ii) Executive's Target Bonus (i.e., at initial compensation levels, an aggregate severance payment of 2 × ($850,000 + $850,000) = $3,400,000). Such cash severance shall be payable in substantially equal installments over the twenty-four (24)-month period following the date of termination in accordance with the Company's regular payroll practices, commencing on the first regular payroll date following the date on which the Release (as defined below) becomes effective and irrevocable, with the first such installment including any amounts that would have been paid had the installments commenced on the date of termination;
(c) Prorated Annual Bonus. A prorated Annual Bonus for the fiscal year in which the termination occurs, based on actual performance achieved during such fiscal year as determined by the Board in its reasonable discretion, calculated by multiplying the Annual Bonus that would have been earned for the full fiscal year by a fraction, the numerator of which is the number of days elapsed in such fiscal year through the date of termination, and the denominator of which is the total number of days in such fiscal year. Such prorated Annual Bonus shall be payable at the time Annual Bonuses are paid to other senior executives of the Company for such fiscal year (but in no event later than seventy-five (75) days following the end of such fiscal year);
(d) Continued Health Benefits. Continued health benefits (medical, dental, and vision coverage) for Executive and his eligible dependents for a period of twenty-four (24) months following the date of termination, at the same cost-sharing levels as were in effect for Executive immediately prior to the date of termination. Such continued coverage shall be provided under the Company's group health plans to the extent permissible, or, if the Company is unable to continue such coverage under its group health plans (whether due to the terms of such plans, applicable law, or otherwise), the Company shall reimburse Executive for the cost of COBRA continuation coverage (or equivalent individual coverage) for such twenty-four (24)-month period. Continued health benefits under this Section 5.5(d) shall terminate earlier if Executive becomes eligible for comparable health coverage from a subsequent employer or through a spouse's employer;
(e) Equity Acceleration. All unvested time-based equity awards held by Executive under the Incentive Plan that would have vested during the twenty-four (24)-month period following the date of termination shall immediately accelerate and become fully vested and, in the case of options, exercisable, as of the date of termination. The treatment of any performance-based equity awards shall be governed by the terms of the applicable award agreements; and
(f) Rollover Equity. For the avoidance of doubt, upon a termination of Executive's employment without Cause or for Good Reason, Executive shall retain all of his Rollover Equity in Parent ($142,800,000 in equity interests as of the Effective Date, subject to any adjustment pursuant to the Rollover Agreement). The Rollover Equity shall continue to be subject to the terms and conditions of the Stockholders Agreement (including, without limitation, transfer restrictions, tag-along rights, and drag-along rights) and the Rollover Agreement, but there shall be no forfeiture, repurchase (at less than fair market value), or other adverse treatment of the Rollover Equity as a result of Executive's termination of employment without Cause or for Good Reason.
Release Requirement. Notwithstanding the foregoing, Executive's entitlement to the payments and benefits described in Sections 5.5(b) through 5.5(f) above (other than the Accrued Obligations) shall be conditioned upon Executive's timely execution, delivery, and non-revocation of a general release of claims substantially in the form attached hereto as Exhibit A (the "Release"), within sixty (60) days following the date of termination. If Executive fails to execute and deliver the Release within such sixty (60)-day period, or if Executive revokes the Release within any applicable revocation period, Executive shall not be entitled to any of the severance payments or benefits described in this Section 5.5 (other than the Accrued Obligations). No severance payments shall commence until the Release becomes effective and irrevocable. If the sixty (60)-day period for executing the Release spans two (2) taxable years of Executive, payments shall not commence until the second taxable year, to the extent required to comply with Section 409A.
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 Executive his Base Salary through the end of the original ninety (90)-day notice period. Upon a voluntary resignation without Good Reason, Executive shall be entitled only to the Accrued Obligations. Executive shall not be entitled to any severance, bonus proration, continued health benefits (other than as required by law), or acceleration of any equity awards. All unvested equity awards held by Executive under the Incentive Plan shall be treated in accordance with the terms of the Incentive Plan and the applicable award agreements, which may include forfeiture or repurchase provisions. Executive's Rollover Equity in Parent shall be retained by Executive, subject to the terms and conditions of the Stockholders Agreement and the Rollover Agreement (including any repurchase rights set forth therein).
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 Cause or by Executive for Good Reason (a "Qualifying CIC Termination"), then, in addition to and in lieu of (and not cumulative with) the severance payments and benefits set forth in Section 5.5:
(i) Full Equity Acceleration. All unvested equity awards held by Executive under the Incentive Plan (whether time-based or performance-based) shall immediately and fully accelerate and become fully vested and, in the case of options, exercisable, as of the date of the Qualifying CIC Termination;
(ii) Enhanced Cash Severance. Executive shall receive a cash severance payment equal to two and one-half (2.5) times the sum of (A) Executive's then-current Base Salary and (B) Executive's Target Bonus (i.e., at initial compensation levels, an aggregate severance payment of 2.5 × ($850,000 + $850,000) = $4,250,000), payable in equal installments over the twenty-four (24)-month period following the date of termination in accordance with the Company's regular payroll practices, commencing on the first regular payroll date following the date on which the Release becomes effective and irrevocable; and
(iii) Other Severance. Executive shall also be entitled to the Accrued Obligations, the prorated Annual Bonus, and the continued health benefits as described in Sections 5.5(a), 5.5(c), and 5.5(d), on the terms set forth therein.
All severance payments and benefits under this Section 5.7 shall be conditioned upon Executive's timely execution, delivery, and non-revocation of the Release as described in Section 5.5.
(b) Definition of Change of Control. For purposes of this Section 5.7, a "Change of Control" shall mean the occurrence of any of the following events after the Effective Date:
(i) the sale, lease, exchange, transfer, or other disposition (in one transaction or a series of related transactions) of all or substantially all of the assets of Parent or the Company to any Person or group of related Persons (other than an Affiliate of Ardent Capital Partners III LP);
(ii) a merger, consolidation, recapitalization, or other business combination involving Parent in which Ardent Capital Partners III LP (together with its Affiliates) ceases to hold, directly or indirectly, at least fifty percent (50%) of the outstanding voting equity securities of the surviving or resulting entity; or
(iii) a sale, transfer, or other disposition by Ardent Capital Partners III LP (and/or its Affiliates) of more than fifty percent (50%) of the equity interests in Parent to one or more unaffiliated third parties (whether in one transaction or a series of related transactions), other than pursuant to a bona fide initial public offering of the equity securities of Parent or the Company.
For the avoidance of doubt, a bona fide initial public offering of the equity securities of Parent or the Company shall not constitute a Change of Control for purposes of this Section 5.7.
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 meaning of Section 280G of the Code and the regulations thereunder), whether paid or payable, distributed or distributable, pursuant to the terms of this Agreement or otherwise (collectively, the "Total Payments"), would be or become subject to the excise tax imposed under Section 4999 of the Code, or any interest or penalties with respect to such excise tax (collectively, the "Excise Tax"), then the aggregate Total Payments shall be reduced (but not below zero) to the largest amount that would result in no portion of the Total Payments being subject to the Excise Tax, but only if such reduction would result in Executive receiving a greater aggregate after-tax amount than Executive would receive without such reduction (after taking into account the Excise Tax, federal, state, and local income taxes, and employment taxes). If, after application of the foregoing "best-net" analysis, Executive would receive a greater after-tax amount without any reduction, the Total Payments shall be paid in full without reduction.
(b) Order of Reduction. If a reduction in the Total Payments is required under Section 5.8(a), the reduction shall be applied in the following order, unless Executive elects a different order (to the extent permitted by Section 409A): (i) first, any cash severance payments payable under Section 5.5(b) or Section 5.7(a)(ii), as applicable, shall be reduced in reverse chronological order (i.e., the last installment shall be reduced first); (ii) second, any non-cash benefits (including continued health benefits) shall be reduced in reverse chronological order; and (iii) third, any acceleration of vesting of equity awards shall be reduced in reverse order of vesting dates.
(c) Determinations. All determinations required to be made under this Section 5.8, including whether a reduction is necessary, the amount of any such reduction, and the assumptions to be utilized in arriving at such determination, shall be made by a nationally recognized independent accounting firm selected by the Company and reasonably acceptable to Executive (the "Accounting Firm"). The Company shall bear all costs and expenses of the Accounting Firm.
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 shall be interpreted, construed, and administered in a manner consistent with such intent. Notwithstanding any provision of this Agreement to the contrary, to the extent that the Company determines that any payment or benefit provided under this Agreement constitutes "nonqualified deferred compensation" within the meaning of Section 409A, the Company shall take all steps reasonably necessary to ensure that such payment or benefit complies with Section 409A, including making such modifications to this Agreement as the Company deems necessary or advisable (with the consent of Executive, which shall not be unreasonably withheld) to avoid the imposition of any additional tax, penalty, or interest under Section 409A.
(b) Specified Employee Delay. Notwithstanding any other provision of this Agreement to the contrary, if Executive is a "specified employee" within the meaning of Section 409A(a)(2)(B)(i) of the Code at the time of Executive's "separation from service" (within the meaning of Treasury Regulation Section 1.409A-1(h)), any payment that constitutes "nonqualified deferred compensation" within the meaning of Section 409A that is payable on account of Executive's separation from service and that is not exempt from Section 409A as a short-term deferral or separation pay shall not be paid until the first business day following the date that is six (6) months and one (1) day after the date of Executive's separation from service (or, if earlier, the date of Executive's death) (the "Delayed Payment Date"). On the Delayed Payment Date, Executive shall receive a lump-sum payment equal to the aggregate amount of all payments that were delayed pursuant to this Section 5.9(b), without interest.
(c) Separation from Service. For purposes of this Agreement, Executive's "separation from service" shall be determined in accordance with Treasury Regulation Section 1.409A-1(h), applying the default provisions thereof.
(d) Installment Payments. Each installment payment of severance or other amount payable under this Agreement shall be treated as a separate "payment" for purposes of Section 409A.
(e) Reimbursements. To the extent that any reimbursement or in-kind benefit provided under this Agreement constitutes "nonqualified deferred compensation" within the meaning of Section 409A: (i) the amount of expenses eligible for reimbursement (or in-kind benefits provided) during any calendar year shall not affect the amount eligible for reimbursement (or in-kind benefits provided) in any other calendar year; (ii) such reimbursement shall be made no later than the last day of the calendar year following the calendar year in which the expense was incurred; and (iii) Executive's right to reimbursement (or in-kind benefits) shall not be subject to liquidation or exchange for any other benefit.
(f) No Guarantee. Notwithstanding any provision of this Agreement to the contrary, in no event shall the Company, Parent, or any of their respective Affiliates be liable for any additional tax, interest, or penalty imposed on Executive by Section 409A or for any damages for failing to comply with Section 409A.
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 and obligations hereunder, other than customary confidentiality obligations owed to Luminex Systems AG and the Company in Executive's capacity as an employee and officer thereof.
(b) Executive will not bring to the Company or use in the performance of his duties any confidential information, trade secrets, or proprietary materials belonging to any prior employer or third party, except to the extent that Executive has the lawful right to use such information.
(c) Executive has disclosed to the Company, in writing, all pending or, to Executive's knowledge, threatened claims, lawsuits, arbitrations, or governmental investigations involving Executive in his personal capacity, including any tax matters, regulatory proceedings, or civil litigation, that could reasonably be expected to have a material impact on Executive's ability to perform his duties hereunder or that could reasonably be expected to result in material reputational harm to the Company or its Affiliates.
(d) All information provided by Executive to the Company, Parent, and Ardent Capital in connection with the negotiation and execution of this Agreement, the Rollover Agreement, and the Merger Agreement (including all financial disclosures and representations made in connection therewith) is true and correct in all material respects and does not omit any material fact necessary to make such information not misleading.
(e) Executive has had the opportunity to consult with independent legal counsel regarding the terms and conditions of this Agreement and the restrictive covenants contained herein, and Executive enters into this Agreement knowingly and voluntarily.
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 required, the Board of Directors of Parent), has been duly executed and delivered by the Company, and constitutes a valid, legal, and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and other laws affecting creditors' rights generally and to general principles of equity.
(b) The execution, delivery, and performance of this Agreement by the Company does not and will not (i) violate or conflict with the Company's Amended and Restated Certificate of Incorporation or Amended and Restated Bylaws (as in effect on the Effective Date), (ii) violate or conflict with the Merger Agreement, the Stockholders Agreement, or any other agreement to which the Company or Parent is a party, or (iii) violate any applicable law, statute, rule, regulation, judgment, order, or decree of any governmental authority having jurisdiction over the Company.
(c) All corporate approvals necessary for the entry into and performance of this Agreement by the Company have been duly obtained, including the approval of the Board of Directors of Parent and the consent of Ardent Capital Partners III LP to the extent required by the Stockholders Agreement.
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 of any other Person, whether as an owner, stockholder, partner, member, joint venturer, investor, director, officer, employee, consultant, agent, advisor, independent contractor, or in any other capacity:
(i) engage in, own, manage, operate, finance, control, or participate in the ownership, management, operation, or control of any business, enterprise, or entity (whether in corporate, partnership, limited liability company, or any other form) that is engaged in, or that is actively planning to engage in, the development, marketing, sal

EMPLOYMENT AGREEMENT

LUMINEX SYSTEMS HOLDINGS INC.

DR. STEFAN KESSLER

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