**Exhibit 10.1**

 

BRUKERCORPORATION

 

FORM OFSTOCK OPTION AGREEMENT

 

UNDER2010 INCENTIVE COMPENSATION PLAN

 

INCENTIVESTOCK OPTION

 

AGREEMENT entered into [       ]by and between Bruker Corporation, a Delaware corporation with a principalplace of business in Billerica, Massachusetts (the “Company” ), and theundersigned employee (the “Employee”) of the Company or one of its subsidiaries(the Company and its subsidiaries herein together referred to as the “Company”).

 

1.             TheCompany desires to grant the Employee an incentive stock option under theCompany’s 2010 Incentive Compensation Plan (the “2010 Plan”) to acquire sharesof the Company’s common stock, $.01 par value per share (the “Shares”).

 

2.             Section 6of the 2010 Plan provides that each option is to be evidenced by an optionagreement, setting forth the terms and conditions of the option.

 

ACCORDINGLY, in consideration of the premises and ofthe mutual covenants and agreements contained herein, the Company and theEmployee hereby agree as follows:

 

1.             Grantof Option.  The Company hereby irrevocably grants underthe 2010 Plan and subject to the terms and conditions of the 2010 Plan to theEmployee an incentive stock option (the “Option”) to purchase all or any partof an aggregate of [       ] Shares on theterms and conditions hereinafter set forth.

 

2.             PurchasePrice.  Thepurchase price (“Purchase Price”) for the Shares covered by the Option shall be$[     ] per Share.

 

3.             Timeof Exercise of Option.

 

(a)           TheOption shall not be exercisable prior to one (1) year from grant.  Thereafter, the Option shall only beexercisable as follows:

 
| ** **                | ** ** | **Percentage of**   | ** ** | ** **     | ** ** |
|---------------------------|------------|--------------------------|------------|----------------|------------|
| ** **                | ** ** | **Shares Becoming** | ** ** | **Cumulative** | ** ** |
| ** **                | ** ** | **Available for**   | ** ** | **Percentage** | ** ** |
| **On or After** | ** ** | **Exercise**             | ** ** | **Available**  | ** ** |
|                      |       |                     |       |           |       |
| 12 months                 |       | 20                       | %          | 20             | %          |
| 24 months                 |       | 20                       | %          | 40             | %          |
| 36 months                 |       | 20                       | %          | 60             | %          |
| 48 months                 |       | 20                       | %          | 80             | %          |
| 60 months                 |       | 20                       | %          | 100            | %          |

 

4.             Termof Options; Exercisability.

 

(a)           EachOption shall expire not more than ten (10) years from the date of thegranting thereof, but shall be subject to earlier termination as herein provided.

 

(b)           Exceptas otherwise provided in this Section 4, if the Employee ceases to be anemployee of the Company, the Option granted to the Employee hereunder shallterminate on the date that 

 

----

 

is sixty (60) days after the Employee ceases to be anemployee of the Company, or on the date on which the Option expires by itsterms, whichever occurs first, and the Option shall not be exercisable aftersuch date.

 

(c)           Ifsuch termination of employment is because the Employee has become permanentlydisabled (within the meaning of Section 22(e)(3) of the InternalRevenue Code of 1986, as amended (the “Code”)), such Option shall terminatesixty (60) days from the date the Employee ceases to be an employee, or on thedate on which the Option expires by its terms, whichever occurs first.

 

(d)           Ifsuch termination of employment is “for cause”, all outstanding and unexercisedportions of the Option as of the time the Employee is notified that theEmployee’s employment is terminated “for cause” will immediately be forfeited.For purposes of this Agreement, “cause” shall include (and is not limited to)dishonesty with respect to the Company or any of its affiliates, breach offiduciary duty, insubordination, substantial malfeasance or non-feasance ofduty, unauthorized disclosure of confidential information, material failure orrefusal to comply with Company’s published policies generally applicable to allemployees, and conduct materially harmful to the business of the Company or anyof its affiliates. The determination of the Compensation Committee (as definedin the 2010 Plan) as to the existence of “cause” will be conclusive on theEmployee and the Company. In addition, “cause” is not limited to events whichhave occurred prior to the Employee’s termination of employment, nor is itnecessary that the Compensation Committee’s finding of “cause” occur prior totermination.  If the CompensationCommittee determines, subsequent to the Employee’s termination of employmentbut prior to the exercise of the Option, or any portion thereof, that eitherprior or subsequent to the Employee’s termination the Employee engaged inconduct which would constitute “cause”, then the right to exercise anyoutstanding unexercised portion of the Option will be immediatelyforfeited.  Notwithstanding theforegoing, any definition in an agreement between the Employee and the Companywhich (i) contains a conflicting definition of “cause” for termination and(ii) is in effect at the time of such termination shall supersede thedefinition in this Agreement with respect to the Employee.

 

(e)           Inthe event of the death of the Employee, the Option granted to the Employeeshall terminate ninety (90) days from the date of death, or on the date onwhich the Option expires by its terms, whichever occurs first.

 

(f)            Ifthe Employees ceases to be an employee of the Company, the Option shall beexercisable only to the extent that the right to purchase Shares under suchOption, as provided in Section 3, has accrued and is in effect on the dateof termination of employment.

 

(g)           Nopartial exercise may be made for less than fifty (50) full Shares.

 

(h)           Inthe event of the death of the Employee, the Option may be exercised by theestate of the Employee, or by any person or persons who acquired the right toexercise the Option by will or pursuant to the laws of descent and distributionas a result of the death of the Employee, subject to Section 4(d) hereof.

 

5.             Mannerof Exercise of Option.

 

(a)           Tothe extent that the right to exercise the Option has accrued and is in effect,the Option may be exercised in full or in part by giving written notice to theCompany stating the number of Shares exercised and accompanied by payment infull for such Shares.  Payment shall bemade (a) in cash or by check payable to the order of the Company, (b) atthe discretion of the Compensation Committee, and so long as there is noadverse tax or accounting impact to the Company, by delivery of Shares owned bythe Employee having a fair market value equal in amount to the exercise priceof the Option being exercised and having been held by the Employee for at leastsix months, (c) at the discretion of the Compensation Committee, bydelivery of a properly executed exercise notice to the Company, together 

 

2

----

 

with a copy of irrevocable instructions to a broker todeliver promptly to the Company the amount of sale or loan proceeds to pay theexercise price, (d) at the discretion of the Compensation Committee, by a “netexercise” arrangement pursuant to which the Company will reduce the number ofShares issued upon exercise by the largest whole number of Shares with a fairmarket value that does not exceed the aggregate exercise price, together withcash or other payment from the Employee to the extent of any remaining balanceof the aggregate exercise price not satisfied by such reduction in the numberof whole Shares, or (e) at the discretion of the Compensation Committee,by any combination of (a), (b), (c) and (d) above. Upon such exercise,delivery of a certificate for paid-up, non-assessable Shares shall be made atthe principal office of the Company to the person exercising the Option, notmore than thirty (30) days from the date of receipt of the notice by theCompany.

 

(b)           TheCompany shall at all times during the term of the Option reserve and keepavailable such number of Shares of its common stock as will be sufficient tosatisfy the requirements of the Option. The Employee shall not have any of the rights of a stockholder of the Companyin respect of the Shares until one or more certificates for such Shares shallbe delivered to him or her upon the due exercise of the Option.

 

6.             Non-Transferability.  The right of the Employee toexercise the Option shall not be assignable or transferable by the Employeeotherwise than by will or the laws of descent and distribution, and the Optionmay be exercised during the lifetime of the Employee only by him or her.  The Option shall be null and void and withouteffect upon the bankruptcy of the Employee or upon any attempted assignment ortransfer, except as hereinabove provided, including without limitation anypurported assignment, whether voluntary or by operation of law, pledge,hypothecation or other disposition contrary to the provisions hereof, or levyof execution, attachment, divorce, trustee process or similar process, whetherlegal or equitable, upon the Option.

 

7.             (a)            Representation Letter and Investment Legend.

 

(i)            Inthe event that for any reason the Shares to be issued upon exercise of theOption shall not be effectively registered under the Securities Act of 1933,upon any date on which the Option is exercised in whole or in part, the personexercising the Option shall give a written representation to the Company in theform attached hereto as Exhibit 1 and the Company shall place an “investmentlegend”, so-called, as described in Exhibit 1, upon any certificatefor the Shares issued by reason of such exercise.

 

(ii)           TheCompany shall be under no obligation to qualify Shares or to cause aregistration statement or a post-effective amendment to any registrationstatement to be prepared for the purpose of covering the issue of Shares.

 

(b)           Holdingof Incentive Stock Option Shares; Legend.  In order to enable the Company to determine whenit is entitled to a tax deduction upon the disposition of any Shares issuedupon exercise of this Option, for the periods during which such a dispositionwould entitle the Company to such a deduction (generally, a disposition withintwo years from the date of grant of the Option or within one year from the dateof exercise of the Option will entitle the Company to a deduction), all stockcertificates of such Shares shall be held by the Employee in his or her nameand not in the name of a broker, nominee or other person or entity, and shallbear a legend reflecting that such Shares were obtained upon exercise of anincentive stock option.  The Employeeacknowledges that the Company may send a Form W-2, W-2c or substitutetherefor, as appropriate, to the Employee with respect to any income recognizedby the Employee upon a disposition of the Shares for the periods during whichsuch a disposition would entitle the Company to such a deduction.  Nothing in this Section 7(b) shallrestrict the Employee from selling, transferring or otherwise disposing of suchShares at any time, but only from holding such Shares in other than his or herown name.

 

3

----

 

8.             Adjustmentson Changes in Recapitalization, Reorganization and the Like. Adjustments on changes in recapitalization, reorganization and thelike shall be made in accordance with Section 13 of the 2010 Plan, as ineffect on the date of this Agreement.

 

9.             NoSpecial Employment Rights.  Nothing contained in the 2010 Plan or thisAgreement shall be construed or deemed by any person under any circumstances tobind the Company to continue the employment of the Employee for the periodwithin which this Option may be exercised.

 

10.           Rightsas a Shareholder.  The Employee shall have no rights as ashareholder with respect to any Shares which may be purchased by exercise ofthis Option unless and until a certificate or certificates representing suchShares are duly issued and delivered to the Employee.  Except as otherwise expressly provided in the2010 Plan, no adjustment shall be made for dividends or other rights for whichthe record date is prior to the date such stock certificate is issued.

 

ll.             WithholdingTaxes. Whenever Shares are to be issued upon exercise of this Option, theCompany shall have the right to require the Employee to remit to the Company anamount sufficient to satisfy all Federal, foreign, state and local withholdingtax requirements prior to issuance of the Shares and the delivery of anycertificate or certificates for such Shares.

 

12.           Qualificationunder Section 422.  It is understood and intended that the Optiongranted hereunder shall qualify as an “incentive stock option” as defined in Section 422of the Code.  Accordingly, the Employeeunderstands that in order for the Employee to obtain the benefits of anincentive stock option under Section 421 of the Code, no sale or otherdisposition may be made of any Shares acquired upon exercise of the Optionwithin the one-year period beginning on the day after the day of the transferof such Shares to him or her, nor within the two-year period beginning on theday after the grant of the Option.  Ifthe Employee intends to dispose or does dispose (whether by sale, gift,transfer or otherwise) of any such Shares within said periods, he or she willnotify the Company within thirty (30) days after such disposition.

 

13.           GoverningLaw.  ThisAgreement shall be governed by and construed in accordance with the laws of theCommonwealth of Massachusetts.

 

IN WITNESS WHEREOF, the Company has caused thisAgreement to be executed and its corporate seal to be hereto affixed by itsofficer thereunto duly authorized, and the Employee has hereunto set his or herhand and seal, all as of the day and year first above written.

 

| EMPLOYEE       |   | BRUKER CORPORATION |
|----------------|--------|--------------------|
|           |   |               |
|           |   |               |
|           |   | By:           |   |
|           |   |               |   |
| Name:     |   |               | Title:  |   |
|           |   |               |
| Address:  |   |               |   |
|           |   |               |
|           |   |               |
|                |        |                    |  |  |  |  |

 

4

----

 

EXHIBIT 1

 

TOSTOCK OPTION AGREEMENT

 

----

 

Ladies and Gentlemen:

 

In connection with the exercise by me as to **[     ]** shares of common stock, parvalue $.01 per share, of Bruker Corporation (the “Company”) under the incentivestock option dated **[       ]**granted to me under the 2010 Incentive Compensation Plan, Ihereby acknowledge that I have been informed as follows:

 

1.             Theshares of common stock of the Company to be issued to me pursuant to theexercise of said option have not been registered under the Securities Act of1933, as amended (the “Act”), and accordingly, must be held indefinitely unlesssuch shares are subsequently registered under the Act, or an exemption fromsuch registration is available.

 

2.             Routinesales of securities made in reliance upon Rule 144 under the Act can bemade only after the holding period and in limited amounts in accordance withthe terms and conditions provided by that Rule, and in any sale to which that Rule isnot applicable, registration or compliance with some other exemption under theAct will be required.

 

3.             TheCompany is under no obligation to me to register the shares or to comply withany such exemptions under the Act.

 

4.             Theavailability of Rule 144 is dependent in certain cases upon adequatecurrent public information with respect to the Company being available and, atthe time that I may desire to make a sale pursuant to the Rule, the Company mayneither wish nor be able to comply with such requirement.

 

In consideration of the issuance of certificates forthe shares to me, I hereby represent and warrant that I am acquiring suchshares for my own account for investment, and that I will not sell, pledge ortransfer such shares in the absence of an effective registration statementcovering the same, except as permitted by the provisions of Rule 144, ifapplicable, or some other applicable exemption under the Act.  In view of this representation and warranty, Iagree that there may be affixed to the certificates for the shares to be issuedto me, and to all certificates issued hereafter representing such shares (untilin the opinion of counsel, which opinion must be reasonably satisfactory inform and substance to counsel for the Company, it is no longer necessary orrequired) a legend, as follows:

 

----

 

“The shares of common stock represented by thiscertificate have not been registered under the Federal Securities Act of 1933,as amended, and were acquired by the registered holder pursuant to arepresentation and warranty that such holder was acquiring such shares for hisown account and for investment, with no intention to transfer or dispose of thesame, in violation of the registration requirements of that Act.  These shares may not be sold, pledged ortransferred in the absence of an effective registration statement under theSecurities Act of 1933, as amended, or an opinion of counsel, which opinion isreasonably satisfactory to counsel to the Company, to the effect thatregistration is not required under said Act.

 

In the event that the shares of common stockrepresented by this certificate are transferred within the two year periodcommencing on the date of this certificate, contemporaneous notice of suchtransfer must be provided to the Company.”

 

I further agree that the Company may place a stoporder with its Transfer Agent, prohibiting the transfer of such shares, so longas the legend remains on the certificates representing the shares.

 
|   | Very  truly yours, |
|--------|--------------------|

 

2

----