Exhibit 10.20


 


BRUKER
ENERGY & SUPERCON TECHNOLOGIES, INC.


 


2009  STOCK OPTION PLAN


 


1.             Purpose of the Plan.


 


This stock option plan
(the “2009 Stock Option Plan”) is intended to encourage ownership of the stock
of Bruker Energy & Supercon Technologies, Inc. (the “Company”) by
management, employees, directors, consultants and advisors (“Optionees”) of the
Company and its subsidiaries, to induce qualified personnel to enter and remain
in the employ of the Company or its subsidiaries and otherwise to provide additional
incentive for Optionees to promote the success of its business.


 


2.             Stock Subject to the 2009 Stock Option
Plan.


 


(a)           The total number of shares of the
authorized but unissued or Treasury shares of the common stock, $.01 par value,
of the Company (“Common Stock”) for which options may be granted under the 2009
Stock Option Plan shall not exceed one million six hundred thousand (1,600,000)
shares, subject to adjustment as provided in Section 12 hereof.


 


(b)           If an option granted hereunder shall expire
or terminate for any reason without having vested fully or having been
exercised in full, the unvested and/or unpurchased shares subject thereto shall
again be available for subsequent option grants under the 2009 Stock Option
Plan.


 


(c)           Stock issuable upon exercise of an option
granted under the 2009 Stock Option Plan may be subject to such restrictions on
transfer, repurchase rights (but not to exceed 20% of the stock issuable upon
exercise of options granted under the 2009 Stock Option Plan) or other restrictions
as shall be determined by the Board of Directors of the Company (the “Board”).


 

















 


(d)           Notwithstanding any other provision of
this Plan to the contrary, the Compensation Committee of the Board shall have
the right, in its sole discretion, to allocate and grant up to twenty percent
(20%) of the Common Stock authorized to be granted as options hereunder as
restricted stock to employees of the Company on such terms and conditions and
pursuant to such restricted stock agreements as the Compensation Committee, in
its discretion, shall deem appropriate.


 


3.             Administration of the 2009 Stock Option
Plan.


 


The 2009 Stock Option
Plan shall be administered by the Board or a Stock Option Committee (the “Compensation
Committee”) consisting of two or more persons appointed to such Compensation
Committee from time to time by the Board; 
provided, however, that (i) to the extent necessary in order to
permit officers and directors of the Company to be exempt from the provisions
of Section 16(b) of the 1934 Act with respect to transactions
pursuant to the 2009 Stock Option Plan, each of such persons shall be a “Non-Employee
Director” within the meaning of Rule 16b-3 (“Rule 16b-3”) promulgated
by the Securities and Exchange Commission under the Securities Exchange Act of
1934, as amended (the “1934 Act”) and (ii) if such qualification is deemed
necessary in order for the grant or exercise of awards made under the 2009
Stock Option Plan to qualify for any tax or other material benefit to
participants of the Company under applicable regulations under Section 162(m) of
the Code, each of such persons shall be an “outside director” (as defined in
applicable regulations thereunder).  The
term “Compensation Committee” shall, for all purposes of the 2009 Stock Option
Plan be deemed to refer to the Board if the Board is administering the 2009
Stock Option Plan.  If the 2009 Stock
Option Plan is administered by a Compensation Committee, the Compensation
Committee shall from time to time select a Chairman from among its members and
shall adopt such rules and regulations as it shall deem appropriate
concerning the holding of meetings and the administration of the 2009


 


2

















 


Stock Option Plan.  A majority of the entire Compensation Committee
shall constitute a quorum and the actions of a majority of the members of the
Compensation Committee present at a meeting at which a quorum is present, or
actions approved in writing by all of the members of the Compensation
Committee, shall be the actions of the Compensation Committee; provided,
however, that if the Compensation Committee consists of only two members, both
shall be required to constitute a quorum and to act at a meeting or to approve
actions in writing.  Except as otherwise
expressly provided in the 2009 Stock Option Plan, the Compensation Committee
shall have all powers with respect to the administration of the 2009 Stock
Option Plan, including, without limitation, full power and authority to
interpret the provisions of the 2009 Stock Option Plan and any option agreement
grated hereunder, and to resolve all questions arising under the 2009 Stock
Option Plan.  All decisions of the
Compensation Committee shall be conclusive and binding on all participants in
the 2009 Stock Option Plan.


 


4.             Type of Options.


 


Options granted pursuant
to the 2009 Stock Option Plan shall be authorized by action of the Compensation
Committee and may be designated as either incentive stock options meeting the
requirements of Section 422 of the Internal Revenue Code of 1986, as
amended (the “Code”), or non-qualified options which are not intended to meet
the requirements of such Section 422 of the Code, the designation to be in
the sole discretion of the Compensation Committee.  The 2009 Stock Option Plan shall be
administered by the Compensation Committee in such manner as to permit options
granted as incentive stock options to qualify as incentive stock options under
the Code.


 


5.             Eligibility


 


(a)           As required by U.S. law, incentive stock
options shall only be granted to Optionees who are employees.  As a result, options designated as incentive
stock options 


 


3

















 


shall, subject to the
limitation on amounts of more than 10% of the combined voting power of the
Company as designated in Section 5(e), be granted only to key employees
(including officers and directors who are also employees) of the Company or any
of its subsidiaries, including subsidiaries which become such after adoption of
the 2009 Stock Option Plan.


 


(b)           The law permits more flexibility for the
grant of non-qualified stock options. 
Accordingly, options designated as non-qualified options may be granted
to officers, employees, consultants, advisors and directors of the Company or
of any of its subsidiaries, including subsidiaries which become such after
adoption of the 2009 Stock Option Plan.


 


(c)           As used herein, “subsidiary” or “subsidiaries”
shall be as defined in Section 424 of the Code and the Treasury
Regulations promulgated thereunder (the “Regulations”).


 


(d)           The Compensation Committee shall, from
time to time, at its sole discretion, select from such eligible persons those
to whom options shall be granted and shall determine the number of shares to be
subject to each option.  In determining
the eligibility of a person to be granted an option, as well as in determining
the number of shares to be granted to any person, the Compensation Committee in
its sole discretion shall take into account the position and responsibilities
of the person being considered, the nature and value to the Company or its
subsidiaries of his or her service and accomplishments, his or her present and
potential contribution to the success of the Company or its subsidiaries, and
such other factors as the Compensation Committee may deem relevant.


 


(e)           As required by law, no option designated
as an incentive stock option shall be granted to any employee of the Company or
any subsidiary if such employee owns, immediately prior to the grant of an
option, stock possessing more than 10% of the total combined voting power of
all classes of stock of the Company or of a parent or a subsidiary, unless the
purchase price for the stock under such option shall be at least 110% of its
fair


 


4

















 


market value at the time
such option is granted and the option, by its terms, shall not be exercisable
more than five years from the date it is granted.  In determining the stock ownership under this
paragraph, the provisions of Section 424(d) of the Code shall be
controlling.


 


(f)            In determining the fair market value
under this paragraph, the provisions of Section 7 hereof shall apply.


 


(g)           Subject to the provisions of Section 12
relating to adjustments upon changes in the shares of Common Stock, no employee
shall be eligible to be granted Options covering more than 100,000 shares of
Common Stock during any calendar year.


 


6.             Option Agreement.


 


Each option shall be
evidenced by an option agreement (the “Agreement”) duly executed on behalf of
the Company and by the Optionee to whom such option is granted, which Agreement
shall comply with and be subject to the terms and conditions of the 2009 Stock
Option Plan.  The Agreement may contain
such other terms, provisions and conditions which are not inconsistent with the
2009 Stock Option Plan as may be determined by the Compensation Committee;
provided that (a) options designated as incentive stock options shall meet
all of the conditions for incentive stock options as defined in Section 422
of the Code; (b) the vesting schedule contained in the form of incentive
stock option agreement approved by the Board shall not be altered by the
Compensation Committee for any grant of an incentive stock option; and (c) the
vesting schedule contained in the form of non-qualified stock option agreement
approved by the Board shall be the recommended vesting schedule for the grant
of non-qualified stock options by the Compensation Committee but may be altered
by the Compensation Committee.  The date
of grant of an option shall be as determined by the Compensation
Committee.  More than one option may be
granted to an individual.


 


5

















 


7.             Option Price.


 


The option price or
prices of shares of the Company’s Common Stock for options designated as
non-qualified stock options shall be as determined by the Compensation
Committee, but in no event shall the option price of a non-qualified stock
option be less than 50% of the fair market value of such Common Stock at the
time the option is granted, as determined by the Compensation Committee.  The option price or prices of shares of the
Company’s Common Stock for incentive stock options shall be not less than the
fair market value of such Common Stock at the time the option is granted as
determined by the Compensation Committee in accordance with the Regulations
promulgated under Section 422 of the Code. 
If such shares are then listed on any national securities exchange, the
fair market value shall be the mean between the high and low sales prices, if
any, on the largest such exchange on the date of the grant of the option or, if
none, shall be determined by taking a weighted average of the means between the
highest and lowest sales prices on the nearest date before and the nearest date
after the date of grant in accordance with Treasury Regulations Section 25.2512-2.  If the shares are not then listed on any such
exchange, the fair market value of such shares shall be the mean between the
high and low sales prices, if any, as reported in the National Association of
Securities Dealers Automated Quotation National Market (“NASDAQ/NM”) for the
date of the grant of the option, or, if none, shall be determined by taking a
weighted average of the means between the highest and lowest sales on the
nearest date before and the nearest date after the date of grant in accordance
with Treasury Regulations Section 25.2512-2.  If the shares are not then either listed on
any such exchange or quoted in NASDAQ/NM, the fair market value shall be the
mean between the average of the “Bid” and the average of the “Ask” prices, if
any, as reported in the National Daily Quotation Service for the date of the
grant of the option, or, if none, shall be determined by taking a weighted
average of the means between the highest and lowest sales prices on the nearest
date before and the nearest date after the date of grant in accordance with
Treasury Regulations Section 25.2512-2. 
If the fair market value


 


6

















 


cannot be determined
under the preceding three sentences, it shall be determined in good faith by
the Compensation Committee.


 


8.             Manner of Payment; Manner of Exercise.


 


(a)           Options granted under the 2009 Stock
Option Plan may provide for the payment of the exercise price, as determined by
the Compensation Committee and as set forth in the Option Agreement, by
delivery of (i) cash or a check payable to the order of the Company in an
amount equal to the exercise price of such options, (ii) shares of Common
Stock of the Company owned by the optionee having a fair market value equal in
amount to the exercise price of the options being exercised,  (iii) any combination of (i) and
(ii), provided, however, that payment of the exercise price by delivery of
shares of Common Stock of the Company owned by such optionee may be made only
if such payment does not result in a charge to earnings for financial
accounting purposes as determined by the Compensation Committee or (iv) payment
may also be made by delivery of a properly executed exercise notice to the
Company, together with a copy of irrevocable instruments to a broker to deliver
promptly to the Company the amount of sale or loan proceeds to pay the exercise
price.  To facilitate clause (iv) above,
the Company may enter into agreements for coordinated procedures with one or
more brokerage firms.


 


(b)           To the extent that the right to purchase
shares under an option has accrued and is in effect, options may be exercised
in full at one time or in part from time to time, by giving written notice, signed
by the Optionee exercising the option, to the Company, stating the number of
shares with respect to which the option is being exercised, accompanied by
payment in full for such shares as provided in subparagraph (a) above.  Upon such exercise, delivery of a certificate
for paid-up non-assessable shares shall be made at the principal office of the
Company


 


7

















 


to the Optionee
exercising the option at such time, during ordinary business hours, not more
than thirty (30) days from the date of receipt of the notice by the Company, as
shall be designated in such notice, or at such time, place and manner as may be
agreed upon by the Company and the person or persons exercising the option.  Upon exercise of the option and payment as
provided above, the Optionee shall become a shareholder of the Company as to
the Shares acquired upon such exercise.


 


9.             Exercise of Options.


 


Each option granted under
the 2009 Stock Option Plan shall, subject to Section 6, Section 10(b) and
Section 12 hereof, be exercisable at such time or times and during such
period as determined by the Compensation Committee which shall be set forth in
the Agreement; provided, however, that no option granted under the 2009 Stock
Option Plan shall have a term in excess of ten (10) years from the date of
grant.


 


To the extent that an
option to purchase shares is not exercised by an Optionee when it becomes
initially exercisable, it shall not expire but shall be carried forward and
shall be exercisable, on a cumulative basis, until the expiration of the
exercise period.  No partial exercise may
be made for less than fifty (50) full shares of Common Stock.


 


Notwithstanding the
foregoing, the Compensation Committee may in its discretion accelerate the
exerciseability of any option subject to such terms and conditions as the
Compensation Committee deems necessary and appropriate.


 


10.          Term of Options; Exerciseability.


 


(a)           Term.


 


(1)           Each option shall expire not more than
ten (10) years from the date of the granting thereof, but shall be subject
to earlier termination as herein provided.


 


(2)           Except as otherwise provided in this Section 10,
an option granted to any employee who ceases to be an employee of the Company,
or an option granted to any other Optionee who ceases to have the same
relationship with the Company


 


8

















 


or one of its
subsidiaries which was in effect on the date the option was granted, shall
terminate immediately on the date such Optionee ceases to be an employee, or
ceases to have such relationship with the Company or one of its subsidiaries,
or on the date on which the option expires by its terms, whichever occurs
first.


 


(3)           If such termination of employment or
relationship is because the Optionee has become permanently disabled (within
the meaning of Section 22(e)(3) of the Code), such option shall
terminate sixty (60) days after the date such Optionee ceases to be an employee
or to have such relationship, or on the date on which the option expires by its
terms, whichever occurs first.


 


(4)           In the event of the death of any
Optionee, any option granted to such Optionee shall terminate ninety (90) days
after the date of death, or on the date on which the option expires by its
terms, whichever occurs first.


 


(5)           Notwithstanding subparagraphs (2), (3) and
(4) above, the Compensation Committee shall have the authority to extend
the expiration date of any outstanding option in circumstances in which it
deems such action to be appropriate, provided that no such extension shall
extend the term of an option beyond the date on which the option would have
expired if no termination of the Optionee’s employment or relationship with the
Company or its subsidiary had occurred.


 


(b)           Exerciseability.


 


An option granted to an
Optionee who ceases to be an employee, or ceases to have the same relationship
with the Company or one of its subsidiaries which was in existence on the date
the option was granted shall be exercisable only to the extent that the right
to purchase shares under such option has accrued and is in effect on the date
such Optionee ceases to be an employee, or ceases to have such relationship
with the Company or one of its subsidiaries.


 


9














 


11.          Options Not Transferable.


 


The right of any Optionee
to exercise any option granted to him or her shall not be assignable or
transferable by such Optionee otherwise than by will or the laws of descent and
distribution, and any such option shall be exercisable during the lifetime of
such Optionee only by him or her.  Any
option granted under the 2009 Stock Option Plan shall be null and void and
without effect upon the bankruptcy of the Optionee to whom the option is
granted, or upon any attempted assignment or transfer, except as herein
provided, including without limitation any purported assignment, whether
voluntary or by operation of law, pledge, hypothecation or other disposition,
attachment, divorce, trustee process or similar process, whether legal or
equitable, upon such option.


 


12.          Recapitalizations, Reorganizations and
the Like.


 


(a)           In the event that the outstanding shares
of the Common Stock of the Company are changed into or exchanged for a
different number or kind of shares or other securities of the Company or of
another corporation by reason of any reorganization, merger, consolidation,
recapitalization, reclassification, stock split-up, combination of shares, or
dividends payable in capital stock, appropriate adjustment shall be made in the
number and kind of shares as to which options may be granted under the 2009
Stock Option Plan and as to which outstanding options or portions thereof then
unexercised shall be exercisable, to the end that the proportionate interest of
the Optionee shall be maintained as before the occurrence of such event; such
adjustment in outstanding options shall be made without change in the total
price applicable to the unexercised portion of such options and with a
corresponding adjustment in the option price per share.


 


(b)           In addition, unless otherwise determined
by the Board in its sole discretion, in the case of any (i) sale or
conveyance to another entity of all or substantially all of the property and
assets of the Company, including, without limitation, by way of merger or
consolidation, or (ii) Change in Control (as hereinafter defined) of the
Company, the purchaser(s) of the Company’s assets or stock may, in his,
her or its discretion, deliver


 


10

















 


to the Optionee the same
kind of consideration that is delivered to the shareholders of the Company as a
result of such sale, conveyance or Change in Control, or the Board may cancel
all outstanding options in exchange for consideration in cash or in kind which consideration
in both cases shall be equal in value to the value of those shares of stock or
other securities the Optionee would have received had the option been exercised
(to the extent then exercisable) and no disposition of the shares acquired upon
such exercise been made prior to such sale, conveyance or Change in Control,
less the option price therefor.  Upon
receipt of such consideration by the Optionee, his or her option shall
immediately terminate and be of no further force and effect.  The value of the stock or other securities
the Optionee would have received if the option had been exercised shall be
determined in good faith by the Board, and in the case of shares of the Common
Stock of the Company, in accordance with the provisions of Section 7 hereof.  The Board shall also have the power and right
to accelerate the exerciseability of any options, notwithstanding any
limitations in this 2009 Stock Option Plan or in the Agreement upon such a
sale, conveyance or Change in Control. 
Upon such acceleration, any options or portion thereof originally
designated as incentive stock options that no longer qualify as incentive stock
options under Section 422 of the Code as a result of such acceleration
shall be redesignated as non-qualified stock options.  A “Change in Control” shall be deemed to have
occurred if any person, or any two or more persons acting as a group, and all
affiliates of such person or persons, who prior to such time owned less than
twenty percent (20%) of the then outstanding Common Stock of the Company, shall
acquire, whether by purchase, exchange, tender offer, merger, consolidation or
otherwise, such additional shares of the Company’s Common Stock in one or more
transactions, or series of transactions, such that following such transaction
or transactions, such person or group and affiliates beneficially own at least
fifty percent (50%) of the Company’s Common Stock outstanding.


 


(c)           Upon dissolution or liquidation of the
Company, all options granted under this 2009 Stock Option Plan shall terminate,
but each Optionee (if at such time in


 


11

















 


the employ of or
otherwise associated with the Company or any of its subsidiaries) shall have
the right, immediately prior to such dissolution or liquidation, to exercise
his or her option to the extent then exercisable.


 


(d)           No fraction of a share shall be
purchasable or deliverable upon the exercise of any option, but in the event
any adjustment hereunder of the number of shares covered by the option shall
cause such number to include a fraction of a share, such fraction shall be
adjusted to the nearest smaller whole number of shares.


 


13.          No Special Employment or Other Rights.


 


Nothing contained in the
2009 Stock Option Plan or in any option granted under the Plan shall confer
upon any Optionee right with respect to the continuation of his or her
employment or other relationship by the Company (or any subsidiary) or
interfere in any way with the right of the Company (or any subsidiary), subject
to the terms of any separate employment or other agreement, at any time to
terminate such employment or other relationship or to increase or decrease the
compensation of the option holder from the rate in existence at the time of the
grant of an option.  Whether an authorized
leave of absence, or absence in military or government service, shall
constitute termination of employment or another relationship shall be
determined by the Compensation Committee at the time.


 


14.          Withholding.


 


The Company’s obligation
to deliver shares upon the exercise of any option granted under the 2009 Stock
Option Plan and any payments or transfers under Section 12 hereof shall be
subject to the Optionee’s satisfaction of all applicable Federal, state and
local income, excise, employment and any other tax withholding
requirements.  All non-U.S. Optionees
must pay all applicable employee and employers wage and other withholding taxes
in advance of receiving shares upon exercise of any vested option.


 


12

















 


15.          Restrictions on Issue of Shares.


 


(a)           Notwithstanding the provisions of Section 8,
the Company may delay the issuance of shares covered by the exercise of an
option and the delivery of a certificate for such shares until one of the
following conditions shall be satisfied:


 


(i)            The shares with respect to which such
option has been exercised are at the time of the issue of such shares
effectively registered or qualified under applicable Federal and state
securities acts now in force or as hereafter amended; or


 


(ii)           Counsel for the Company shall have given
an opinion, which opinion shall not be unreasonably conditioned or withheld,
that such shares are exempt from registration and qualification under
applicable Federal and state securities acts now in force or as hereafter
amended.


 


(b)           It is intended that all exercises of
options shall be effective, and the Company shall use its best efforts to bring
about compliance with the above conditions within a reasonable time, except
that the Company shall be under no obligation to qualify shares or to cause a
registration statement or a post-effective amendment to any registration
statement to be prepared for the purpose of covering the issue of shares in
respect of which any option may be exercised, except as otherwise agreed to by
the Company in writing.


 


16.          Purchase for Investment; Rights of Holder
on Subsequent Registration.


 


Unless the shares to be
issued upon exercise of an option granted under the 2009 Stock Option Plan have
been effectively registered under the Securities Act of 1933, as now in force
or hereafter amended, the Company shall be under no obligation to issue any
shares covered by any option unless the Optionee, in whole or in part, shall
give a written representation and undertaking to the Company which is
satisfactory in form and scope to counsel for the Company and upon which, in
the opinion of such counsel, the Company may reasonably rely, that he or she is
acquiring the shares issued pursuant to such exercise of the option for his or
her own account as an investment and not with a view to, or for sale in
connection with, the distribution of any such shares, and that he or she will
make no 


 


13

















 


transfer of the same
except in compliance with any rules and regulations in force at the time
of such transfer under the Securities Act of 1933, or any other applicable law,
and that if shares are issued without such registration, a legend to this
effect may be endorsed upon the securities so issued.  In the event that the Company shall,
nevertheless, deem it necessary or desirable to register under the Securities
Act of 1933 or other applicable statutes any shares with respect to which an
option shall have been exercised, or to qualify any such shares for exemption
from the Securities Act of 1933 or other applicable statutes, then the Company
may take such action and may require from each Optionee such information in
writing for use in any registration statement, supplementary registration statement,
prospectus, preliminary prospectus or offering circular as is reasonably
necessary for such purpose and may require reasonable indemnity to the Company
and its officers and directors and controlling persons from such holder against
all losses, claims, damages and liabilities arising from such use of the
information so furnished and caused by any untrue statement of any material
fact therein or caused by the omission to state a material fact required to be
stated therein or necessary to make the statements therein not misleading in
the light of the circumstances under which they were made.


 


17.          Modification of Outstanding Options.


 


The Board may authorize
the amendment of any outstanding option with the consent of the Optionee when
and subject to such conditions as are deemed to be in the best interests of the
Company and in accordance with the purposes of this 2009 Stock Option Plan.


 


18.          Approval of Stockholders.


 


The 2009 Stock Option
Plan shall be subject to approval by the vote of stockholders holding at least
a majority of the voting stock of the Company present, or represented, and
entitled to vote at a duly held stockholders’ meeting, or by written consent of
the stockholders as provided for under applicable state law, within twelve (12)
months after the adoption of the 2009 Stock Option Plan by the Board of
Directors and shall take effect as of 


 


14

















 


the date of adoption by
the Board of Directors upon such approval. 
The Compensation Committee may grant options under the 2009 Stock Option
Plan prior to such approval, but any such option shall become effective as of
the date of grant only upon such approval and, accordingly, no such option may
be exercisable prior to such approval.


 


19.          Termination and Amendment.


 


Unless sooner terminated
as herein provided, the 2009 Stock Option Plan shall terminate ten (10) years
from the date upon which the 2009 Stock Option Plan was duly adopted by the
Board.  The Board may at any time
terminate the 2009 Stock Option Plan or make such modification or amendment
thereof as it deems advisable; provided, however, that except as provided in
this Section 19, the Board may not, without the approval of the
stockholders of the Company obtained in the manner stated in Section 18,
increase the maximum number of shares for which options may be granted or
change the designation of the class of persons eligible to receive options
under the 2009 Stock Option Plan, or make any other change in the 2009 Stock
Option Plan which requires stockholder approval under applicable law or
regulations.


 


20.          Reservation of Stock.


 


The Company shall at all
times during the term of the 2009 Stock Option Plan reserve and keep available
such number of shares of stock as will be sufficient to satisfy the
requirements of the 2009 Stock Option Plan and shall pay all fees and expenses
necessarily incurred by the Company in connection therewith.


 


21.          Limitation of Rights in the Option Shares.


 


An Optionee shall not be
deemed for any purpose to be a stockholder of the Company with respect to any
of the options except to the extent that the option shall have been exercised
with respect thereto and, in addition, a certificate shall have been issued
theretofore and delivered to the Optionee.


 


15

















 


22.          Notices.


 


Any communication or
notice required or permitted to be given under the 2009 Stock Option Plan shall
be in writing, and mailed by registered or certified mail or delivered by hand,
if to the Company, to its principal place of business, attention:  Treasurer, and, if to an Optionee, to the
address as appearing on the records of the Company.


 


16