**Exhibit 10.3**

 

**FORM OFRESTRICTED STOCK AWARD AND AGREEMENT**

 

AGREEMENT entered into this            day of              ,201X by and between Bruker Corporation, a Delaware corporation with a principalplace of business in Billerica, Massachusetts (the “Company”), and theundersigned (the “Participant”) employee, director, consultant oradvisor of the Company or one of its subsidiaries (the Company and itssubsidiaries herein together referred to as the “Company”).

 

WITNESSETH:

 

WHEREAS, the Company has granted to the Participantand the Participant has this day received from the Company [     ]shares of the Company’s common stock, par value $.01 per share (the “Shares”),pursuant to the Company’s 2010 Incentive Compensation Plan (the “2010 Plan”);and

 

WHEREAS, a condition to the grant of the Shares to theParticipant is that the Participant execute this Agreement;

 

NOW, THEREFORE, in consideration of the foregoing, themutual covenants contained herein, and for other good and valuableconsideration, the receipt and sufficiency of which are hereby acknowledged,the parties hereby agree as follows:

 

1.             Forfeiture of Shares Upon Termination of Employment.  Shares that do not become vested inaccordance with the vesting criteria set forth in Section 2 (and anydividends or other distributions related to such Shares) shall be forfeited tothe Company.  Accordingly, if theParticipant’s employment with the Company terminates for any reason, then allunvested Shares shall be automatically forfeited as of the date of termination,and any rights, including, without limitation, any voting or dividend rights,with respect to such forfeited Shares will immediately cease.

 

2.             Vesting of Shares.** **So long as the Participant (a) continuesto remain as an employee or director of the Company or (b) continues toprovide significant services to the Company as a consultant or advisor, theShares will be deemed to become “Vested Shares” twenty percent (20%) oneach of the first five (5) anniversaries of the date of this Agreement.   The foregoing vesting schedulenotwithstanding, if the employment, directorship or other business relationshipof the Participant with the Company, as applicable, terminates by reason of theParticipant’s permanent and total disability (within the meaning of Section 22(e)(3) ofthe Internal Revenue Code) or death, all Shares or portions thereof not yetvested shall become immediately vested.

 

3.             Restrictions on Transfers.  Other than as set forth herein, Participantshall not sell, assign, transfer, pledge, hypothecate or otherwise dispose of,by operation of law or otherwise (collectively “transfer”), any of the Shares,or any interest therein, unless and until such Shares are Vested Shares.

 

4.             Specific Enforcement.  The Participant expressly acknowledges thatthe Company may be irreparably damaged if this Agreement is not specificallyenforced.  Upon a breach or threatenedbreach of the terms, covenants or conditions of this Agreement by Participant,the Company shall, in addition to all other remedies, be entitled to apply fora temporary or permanent injunction, or a decree for specific performance, inaccordance with the provisions hereof.

 

5.             Legend. Each certificate evidencing any of the Shares shall bear a legendsubstantially as follows:

 

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“Any sale, assignment,transfer or other disposition of, or the voting of, the shares represented bythis certificate is restricted by, and subject to, the terms and provisions ofa certain Restricted Stock Award and Agreement dated as of                         .  A copy of said Agreement is on file with theSecretary of the Corporation.”

 

6.             Notices. Notices given hereunder shall be deemed to have been duly given on thedate of personal delivery or on the date of postmark if mailed by certified orregistered mail, return receipt requested, to the party being notified at his,her or its address specified on the signature page hereto or such otheraddress as the addressee may subsequently notify the other parties of inwriting.

 

7.             Entire Agreement and Amendments.  This Agreement constitutes the entireagreement of the parties with respect to the subject matter hereof and neitherthis Agreement nor any provision hereof may be waived, modified, amended orterminated except by a written agreement signed by the parties hereto.  No waiver of any breach or default hereundershall be considered valid unless in writing, and no such waiver shall be deemeda waiver of any subsequent breach or default of the same or similar nature.

 

8.             Governing Law; Successors and Assigns.  This Agreement shall be governed by theinternal laws of the State of Delaware without giving effect to the conflictsof laws principles thereof and, except as otherwise provided herein, shall bebinding upon the heirs, personal representatives, executors, administrators,successors and assigns of the parties.

 

9.             Severability. If any provision of this Agreement shall be held to be illegal, invalidor unenforceable, such illegality, invalidity or unenforceability shall attachonly to such provision and shall not in any manner affect or render illegal,invalid or unenforceable any other provision of this Agreement, and thisAgreement shall be carried out as if any such illegal, invalid or unenforceableprovision were not contained herein.

 

10.           Captions.  Captionsare for convenience only and are not deemed to be part of this Agreement.

 

11.           Counterparts. This Agreement may be executed in two or more counterparts, each ofwhich shall be deemed an original, but all of which together shall constituteone and the same instrument.

 

IN WITNESS WHEREOF, this Agreement has been executedas of the date and year first above written.

 

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

 

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