Exhibit 10.2

 

Employment Agreement

 

between

 

Dr. René Lenggenhager, Gartenstrasse 6, CH - 8712 Staefa, Switzerland

 

“Employee”

 

and

 

Bruker BioSpin AG, Industriestrasse 26, CH — 8117 Fällanden, Switzerland

 

(Handelsregister-Nr. CH- 020.3.924.534-8)

 

“Employer” or “Company”

 

as well as

 

Bruker Corporation, a Delaware corporation located at 40 Manning Road, Billerica, Massachusetts 01821, USA

 

“Bruker”

 

Recitals

 

The Employee will be employed by the Company and appointed by Bruker in a global functional role as

 

Group President

 

of the Bruker BioSpin Group (BBIO Group), which presently consists of four Divisions.  The exact composition of this BBIO Group within Bruker could change from time to time in the future.

 

Employer and Employee hereby agree on the terms and conditions of the Employee’s employment and certain other matters as follows:

 

1.                                      Commencement of Employment

 

The employment will commence no later than November 1st, 2015, or as early as reasonably possible for Employee (“Effective Date”).

 

This Employment Agreement becomes effective once it has been duly signed by the parties.

 











 

2.                                      Position, Place of Work

 

2.1                               The Employee will be employed by the Company and appointed by Bruker as of the Effective Date in an executive position as Group President of the BBIO Group and shall report to the President and Chief Executive Officer (“CEO”) of Bruker. The Employee will coordinate strategic or major decisions within the BBIO Group also with Jörg Laukien, the Executive Chairman of the BBIO Group.

 

2.2                               The Employee’s place of work shall be at the Company’s offices in Fällanden / CH and Ettlingen / DE. The Employee’s duties require the Employee to regularly travel on business for the Company or Bruker to other locations both in Europe and overseas.

 

3.                                      Remuneration

 

The total annual compensation consists of (i) the Base Salary, (ii) the Target Cash Bonus and (iii) the Long-Term Equity Incentive:

 

3.1                               The Base Salary shall be CHF 370’000 (three-hundred seventy thousand Swiss Francs) per annum, pro-rated for the remainder of 2015, and for the year 2016, payable in cash with 12 equal monthly installments, subject to any deductions or withholdings required by Swiss law. The base salary will be reviewed annually, for the first time in January 2017 for the year 2017.

 

3.2                               The Target Cash Bonus shall be CHF 130’000 (one-hundred thirty thousand Swiss Francs) for 2016, subject to an annual goals achievement review which is based upon achieving key financial metrics of the annual BBIO Group business plan, and other agreed-upon individual goals. Should the Employee exceed various elements of the annual BBIO Group business plan, then the target bonus elements can increase linearly, and are presently not capped.

 

The annual quantitative goals to be achieved will be set either by the Bruker CEO or the Bruker Board of Directors Compensation Committee, based upon the annual business plan for the BBIO Group.  Individual goals shall be discussed between the Employee and the CEO and then will be set by the Bruker CEO or the Bruker Board of Directors Compensation Committee, typically early in the first quarter of each calendar year.

 

For the period starting on the Effective Date and until 31st December 2015, the Employee shall be entitled to a pro-rated share of the full Target Bonus in cash, regardless of to what extent the goals of the BBIO Group are achieved in 2015.

 

The Target Bonus for a given calendar year is typically paid in March of the following year.

 

3.3                               The LongTerm Equity Incentive (LTEI) shall consist of Bruker options and/or restricted shares, or similar equity or equity-like grants, valued at CHF 250’000 (two-hundred fifty thousand Swiss Francs). It is Bruker’ s intention to make this an annual grant, as it is understood, that this is an important part of the Employee’s overall annual compensation, but formally equity grants are at the discretion of the Bruker Board’s Compensation Committee. Should such a LTEI grant not be made, total annual compensation will be reviewed.

 

The LTEI grants will typically be awarded in August of each calendar year and be legally governed by individual Bruker Stock Option and/or Restricted Stock Award Agreements.

 

The grants will typically consist of a mix of 50% Bruker stock options and 50% Bruker restricted shares, in terms of value, not in terms of units.

 

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Within one month after the Effective Date, the Employee shall receive a one-time start-up grant valued at CHF 250’000 (two-hundred fifty thousand Swiss Francs), consisting of 50% Bruker stock options and 50% Bruker restricted shares, in terms of value, not in terms of units.

 

In calender year 2016, Employee shall be eligible for the normal annual LTEI grant.

 

4.                                      Pension Plan (BVG) and Business Salary Insurance

 

(BVG = Swiss “Bundesgesetz über die berufliche Alters-, Hinterlassenen- und Invalidenvorsorge”)

 

4.1                               Employee will participate in the Employer’s pension fund scheme (BVG), which provides insurance protection (life and disability) and pension coverage.  Plan details can be obtained from Employer’s Human Resources (HR) department in Fällanden/CH.

 

4.2                               In addition, in case of Employee’s death, the Employer shall continue to pay Base Salary for six months.

 

5.                                      Business Travel and Mobile Phone & Data Devices

 

5.1                               Employee’s air travel shall typically be in Economy Class within Europe and in Business Class for overseas trips.

 

5.2                               The Employee shall be provided with mobile phone and mobile data devices for business and reasonable private use / purposes, whereby all costs shall be borne by the Company.

 

6.                                      Reimbursement of Costs

 

The Company shall reimburse Employee for any business expenses against invoice and in accordance with expense regulations, if these were reasonably incurred by the Employee when promoting the business of Bruker.

 

7.                                      Company Car

 

Employee will either be provided with an adequate company car (through leasing agreement), or he will be reimbursed by the Company for a reasonable private car, as it will be used extensively for Company business travel.  Details will be worked out with Employer’s Human Resources (HR) department.

 

8.                                      Hours of Work

 

The Employee’s working time shall be commensurate with the tasks and responsibility of his position. It shall be adapted to the necessities of the business and the proper conduct of the Company’s and Bruker’s affairs. Any overtime work or travel outside ordinary business hours shall be deemed compensated by the remuneration set out above and the Employee shall not be entitled to any overtime pay or compensation.

 

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9.                                      Employee’s General Obligations and Rights

 

9.1                               The Employee shall faithfully and diligently perform his tasks, in compliance with the instructions given to him by the CEO and/or the Board of Directors of Bruker.

 

9.2                               During the entire employment, the Employee will be required to follow all of the Employer’s and Bruker’s internal policies and to conduct his business activities at all times in accordance with the highest legal, ethical and professional standards, and in accordance with Bruker’s Code of Conduct.

 

9.3                               The Employee shall devote his full working time to Bruker and shall not undertake other professional activities, whether paid or unpaid, and/or accept other employments.

 

9.4                               The Employee shall not establish or maintain any material form of additional, non-company related business connection with any customer or supplier of Bruker, or Bruker itself, unless written permission from an authorized officer of Bruker is obtained prior to the establishment of such additional business connection.

 

10.                               Vacation & Holidays

 

10.1                        The Employee will be entitled to 30 days of vacation per annum (if employment starts or ends during the year pro rata).

 

10.2                        In addition, 9 days paid public holidays per calendar year are granted.

 

11.                               Term and Termination

 

11.1                        If not terminated earlier, this agreement shall continue to be in effect for an indefinite term until the official Swiss retirement age, or until the Employee’s 65th birthday, whichever is later.

 

11.2                        After the Employee’s 65th birthday or the Swiss retirement age, whichever is later, both parties may optionally extend the employment by written mutual agreement, as is or in modified form.

 

11.3                        This agreement may be terminated by either party giving six (6) months written notice as per the end of any calendar month.

 

11.4                        The statutory probation period is waived.

 

12.                               D&O Insurance

 

The Employee shall be covered by Bruker’s Directors & Officers (D&O) Insurance and Bruker shall, upon the Employee’s request, disclose the policy and any extension or alteration thereof.

 

13.                               Confidentiality

 

13.1                        The Employee acknowledges and agrees to the fact that the employment relationship will give him access to the customers and to business secrets of Bruker and that the use of such knowledge other than for the benefit of Bruker would significantly damage Bruker.

 

13.2                        The Employee further acknowledges and agrees that as a result of his employment by the Company, he will become acquainted with other Bruker employees and their abilities and that such 

 

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information is proprietary to Bruker.

 

13.3                        The Employee shall not disclose at any time (except as the Employee’s Company or Bruker duties may require), either during, or subsequent to, the Employee’s employment, any technical or business information, including, but not limited to, electronic circuitry, electronic and mechanical drawings, measurement methods, manufacturing techniques, software, chemical or biological techniques or methods, production or sales activities, customer lists of either existing customers or prospects, inventions, application notes, research and development reports, present and future business lines or direction of business or other matters which are of a secret or confidential nature; as all such and related items are information considered to be of a confidential nature, and to be Bruker property.

 

13.4                        Upon termination of his employment hereunder (for whatever reason) and at any other time at Bruker’s request, the Employee shall, without retaining any copies or other record thereof, deliver to Bruker or any person Bruker may nominate, each and every document and all other material of whatever nature in the possession or under the control of the Employee containing or relating directly or indirectly to any Confidential Information.

 

13.5                        The confidentiality undertaking set forth in this Section 13 shall cease to apply to any information which shall become available to the public generally otherwise than through the default of the Employee.

 

14.                               Intellectual Property

 

14.1                        All inventions and designs and other proprietary work effort which the Employee either alone or in conjunction with others invents, conceives, makes or produces while employed by Bruker (whether during working hours or not) and which directly or indirectly:

 

(a)         relate to matters within the scope of the Employee’s duties or field of responsibility; or

 

(b)         are based on the Employee’s knowledge of the actual or anticipated business or interests of the Company or any of the Bruker companies; or

 

(c)          are aided by the use of time, materials, facilities or information of the Company or any of the Bruker companies;

 

and all legal rights therein shall be the sole and exclusive property of Bruker.

 

14.2                        The Employee shall communicate to Bruker promptly, confidentially and fully all inventions made or conceived by the Employee (whether made solely by the Employee, or jointly with others) from the time of entering Bruker’s employment until the Employee leaves Bruker.

 

14.3                        The Employee shall assist, execute and perform at the expense of Bruker and its nominees both during the continuance of his employment hereunder and at all times thereafter all such applications, assignments, documents, acts and things as may reasonably be required by Bruker for the purpose of obtaining and enforcing in such countries as Bruker may direct all necessary legal protection in respect of inventions, designs and other proprietary work effort owned by Bruker and for vesting the same in Bruker or as Bruker may direct.

 

Such inventions to be and remain the sole and exclusive property of Bruker or its nominees, whether patented or not.

 

14.4                        The Employee shall make and maintain adequate and current written records of all such inventions,

 

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in the form of notes, sketches, drawings, or reports relating thereto, which records shall be and remain the property of and available to Bruker or its nominees at all times.

 

14.5                        The Employee is recognizing that inventions made or conceived by the Employee relating to the Employee’s activities while working for Bruker and conceived, reduced to practice, created, derived, developed, or made by the Employee, alone or with others, within three (3) months after the termination of the Employee’s employment with Bruker may have been conceived, reduced to practice, created, derived, developed, or made in significant part while employed by Bruker, to presume that such inventions have been conceived, reduced to practice, created, derived, developed, or made during the Employee’s employment with Bruker and to assign the same promptly to Bruker, unless and until the Employee establishes to the contrary by written evidence satisfying the clear and convincing standard of proof.

 

14.6                        The Employee agrees, to notify Bruker in writing before the Employee makes any disclosure or performs any work for, or on behalf of, Bruker, which appears to threaten or conflict with:

 

a)             rights that the Employee claims in any invention or idea conceived by the Employee or others prior to his employment with Bruker, or otherwise outside the scope of this Agreement; or

 

b)             rights of others arising out of obligations incurred by the Employee prior to this Agreement, or otherwise outside the scope of this Agreement;

 

In the event of the Employee’s failure to give such notice under such circumstances, Bruker may assume that no such conflict exists.  The Employee will make no claim against Bruker with respect to the use of any such invention or idea in the Employee’s work which the Employee performs or causes to be performed for or on behalf of Bruker;

 

15.                               Personal Data Protection

 

With the execution of this Agreement, the Employee consents that the Company may store, transfer, change and delete all personal data in connection with this employment relationship. In particular, the Employee consents to the transfer of personal data concerning the Employee by the Company to an affiliated company of Bruker outside Switzerland. Bruker agree to keep all personal data of the Employee strictly confidential.

 

16.                               Non-Competition and Non-Solicitation

 

16.1                        The Employee shall not work for, consult for, or otherwise provide services for, a competitor of the BBIO Group for one (1) year after the termination for any reason of the Employee’s employment with the Company.  A competitor of the BBIO Group is narrowly defined as any for profit company or entity which manufactures, designs, markets, consults on or sells any types of magnetic resonance- (MR), superconducting magnet-, computer aided tomography- (CT), positron-emission tomography- (PET) or optical imaging- (OI) instrumentation for use in biology, chemistry, physics or materials research, or for pre-clinical imaging (everything except human in vivo imaging) applications that the BBIO Group represents. Employee agrees that the above non-compete restrictions cover much less than 5% of the analytical instruments industry.

 

16.2                        The Employee shall not, during the period of the Employee’s employment with the Company and for a period of two (2) years after the termination thereof, either directly or indirectly, 

 

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separately or in association with others, interfere with, impair, disrupt or damage the BBIO Group’s (a) relationship with any of its customers or customer prospects by soliciting or encouraging others to solicit any of them for the purpose of diverting or taking away business from the BBIO Group; or (b) business by soliciting, encouraging or attempting to hire any of the BBIO Group’s employees or causing others to solicit or encourage any of the BBIO Group’s employees to discontinue their employment with the BBIO Group.

 

17.                               General Provisions

 

17.1                        All notices shall be addressed to the other party at the address specified at the beginning of this Agreement, or to any other address as provided by the parties through subsequent written notice.

 

17.2                        This Agreement constitutes the entire agreement and understanding among the parties with respect to the employment of the Employee with the Company, and shall supersede all prior oral and written agreements or understandings of the parties relating hereto.

 

Any representation or statement (in whatever form) made to the Employee in connection with the Employee’s employment not incorporated in this Agreement shall not be valid and have no effect.

 

17.3                        This Agreement may only be modified or amended in a written form signed by the Employee and an officer or authorized executive of the Company or Bruker. Any provision contained in this Agreement may only be waived by a document signed by the party waiving such provision. No waiver of any violation or non-performance of this Agreement in one instance shall be deemed to be a waiver of any violation or non-performance in any other instance. All waivers must be in writing.

 

17.4                        If any provision of this Agreement is found by any competent authority to be void, invalid or unenforceable, such provision shall be deemed to be deleted from this Agreement and the remaining provisions of this Agreement shall continue in full force. In this event, the Agreement shall be construed, and, if necessary, amended in a way to give effect to, or to approximate, or to achieve a result which is as close as legally possible to the result intended by the provision hereof determined to be void, illegal or unenforceable.

 

17.5                        This Agreement shall be binding upon the Employee’s heirs, executors, administrators, legal representatives and assigns.

 

17.6                        The Employee represents that he has no agreements with, or obligations to, others in conflict with the foregoing.

 

18.                               Governing Law and Jurisdiction

 

18.1                        This Agreement, shall be governed by, interpreted and construed in accordance with the substantive laws of Switzerland.

 

18.2                        Exclusive jurisdiction for all disputes arising out of or in connection with this Agreement shall be with the competent courts of the Canton of Zürich.

 

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                        “                        

 

 

	
Billerica, MA (USA),
    	
Fällanden (CH),
    
	
April 8, 2015
    	
April 8, 2015
    
	
 
    	
 
    
	
 
    	
 
    
	
For Bruker:
    	
For Employer:
    
	
 
    	
 
    
	
 
    	
 
    
	
By:
    	
/s/ FRANK H. LAUKIEN
    	
 
    	
By:
    	
/s/ THOMAS BACHMANN
    
	
Frank H. Laukien
    	
Thomas Bachmann
    
	
President &   CEO
    	
BioSpin Group President   (until June
    
	
Bruker Corporation
    	
2015) on behalf of   Bruker BioSpin AG
    
	
 
    	
 
    
	
 
    	
 
    
	
Staefa (CH),
    	
 
    
	
April 8, 2015
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Employee:
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
By:
    	
/s/ DR. RENÉ   LENGGENHAGER
    	
 
    	
 
    
	
Dr. René   Lenggenhager
    	
 
    


 

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