Exhibit 10.21


 


BRUKER ENERGY &
SUPERCON TECHNOLOGIES, INC.


 


STOCK OPTION
AGREEMENT


 


UNDER STOCK OPTION
PLAN


 


INCENTIVE STOCK
OPTION


 


AGREEMENT entered into [Enter Date] by and between Bruker Energy &
Supercon Technologies, Inc., a Delaware corporation with a principal place
of business in Billerica, Massachusetts (the “Company” ), and the undersigned
employee (the “Employee”) of the Company or one of its subsidiaries (the
Company and its subsidiaries herein together referred to as the “Company”).


 


1.                                      The Company desires to grant the Employee
an incentive stock option under the Company’s 2009 Stock Option Plan (the “Plan”)
to acquire shares of the Company’s common stock, $.01 par value per share (the “Shares”).


 


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


 


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


 


1.                                      Grant of Option. 
The Company hereby irrevocably grants under the Plan and subject to the
terms and conditions of the Plan to the Employee an incentive stock option (the
“Option”) to purchase all or any part of an aggregate of [Enter # of
Shares] Shares on the terms and conditions hereinafter set forth.


 


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


 


3.                                      Time of Exercise of Option.


 


(a)                                 The Option shall not be exercisable prior
to one (1) year from grant. 
Thereafter, the Option shall only be exercisable 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.              Term of Options; Exercisability.


 


(a)                                 The 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.


 


(b)                                 The Option shall cease to vest as of the
last day the Employee ceases to be an employee of the Company for any reason
whatsoever.


 


(c)                                  Except as otherwise provided in this Section 4,
if the Employee ceases to be an employee of the Company, the Employee’s ability
to exercise the Option shall terminate as of the day the Employee ceases to be
an employee of the Company, or on the date on which the Option expires by its
terms, whichever occurs first, and the Option shall not be exercisable after
such date.  However, in the event the
Employee is terminated for Cause (as hereinafter defined), the Employee’s
ability to exercise the Option shall terminate on the day the Employee ceases
to be an employee of the Company, or on the date on which the Option expires by
its terms, whichever occurs first, and the Option shall not be exercisable
after such date.


 


(d)                                 As used herein, “Cause” shall mean the
Employee’s commission of a felony or a crime involving moral turpitude, the Employee’s
breach of any provision of an agreement with the Company, the Employee shall
have repeatedly been absent from work without satisfactory explanation
therefor, or the Employee shall have committed an improper act with respect to,
or act of dishonesty against, the Company.


 


(e)                                  If such termination of employment is
because the Employee has become permanently disabled (within the meaning of Section 22(e)(3) of
the Internal Revenue Code of 1986, as amended (the “Code”)), the Option shall
terminate sixty (60) days from the date the Employee ceases to be an employee,
or on the date on which the Option expires by its terms, whichever occurs
first, and the Option shall not be exercisable after such date.


 


(f)                                   In the event of the death of the
Employee, the Option shall terminate ninety (90) days from the date of death,
or on the date on which the Option expires by its terms, whichever occurs
first, and the Option shall not be exercisable after such date.


 


(g)                                  No partial exercise may be made for less
than fifty (50) full Shares.


 


(h)                                 In the event of the death of the
Employee, the Option may be exercised by the estate of the Employee, or by any
person or persons who acquired the right to exercise the Option by will or
pursuant to the laws of descent and distribution as a result of the death of
the Employee, subject to Section 4(f) hereof.


 


5.                                      Manner of Exercise of Option.


 


(a)                                 To the 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 the Company stating the number of Shares
exercised and accompanied by payment in full for such Shares.  Payment shall be wholly in cash or by check
payable to the order of the Company. 
Upon such exercise, delivery of a certificate for paid-up, non-assessable
Shares shall be made at the 


 


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principal
office of the Company to the person exercising the Option, not more than thirty
(30) days from the date of receipt of the notice by the Company.


 


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


 


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


 


7.                                      (a)                                 Representation Letter and Investment Legend.


 


(i)                                     In the event that for any reason the
Shares to be issued upon exercise of the Option 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 person exercising the Option shall give a
written representation to the Company in the form attached hereto as Exhibit 1
and the Company shall place an “investment legend”, so-called, as described in Exhibit 1,
upon any certificate for the Shares issued by reason of such exercise.


 


(ii)                                  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.


 


(b)                                 Holding of Incentive Stock Option Shares;
Legend.  In order to enable the Company to determine
when it is entitled to a tax deduction upon the disposition of any Shares
issued upon exercise of this Option, for the periods during which such a
disposition would entitle the Company to such a deduction (generally, a
disposition within two years from the date of grant of the Option or within one
year from the date of exercise of the Option will entitle the Company to a
deduction), all stock certificates of such Shares shall be held by the Employee
in his or her name and not in the name of a broker, nominee or other person or
entity, and shall bear a legend reflecting that such Shares were obtained upon
exercise of an incentive stock option. 
The Employee acknowledges that the Company may send a Form W-2, W-2c
or substitute therefor, as appropriate, to the Employee with respect to any
income recognized by the Employee upon a disposition of the Shares for the
periods during which such a disposition would entitle the Company to such a
deduction.  Nothing in this Section 7(b) shall
restrict the Employee from selling, transferring or otherwise disposing of such
Shares at any time, but only from holding such Shares in other than his or her
own name.


 


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8.                                      Adjustments on Changes in Recapitalization,
Reorganization and the Like. Adjustments on changes in recapitalization,
reorganization and the like shall be made in accordance with Section 12 of
the Plan, as in effect on the date of this Agreement.


 


9.                                      No Special Employment Rights. 
Nothing contained in the Plan or this Agreement shall be construed or
deemed by any person under any circumstances to bind the Company to continue
the employment of the Employee for the period within which this Option may be
exercised.


 


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


 


11.                               Withholding Taxes. 
Whenever Shares are to be issued upon exercise of this Option, the
Company shall have the right to require the Employee to remit to the Company an
amount sufficient to satisfy all Federal, foreign, state and local withholding
tax requirements prior to issuance of the Shares and the delivery of any certificate
or certificates for such Shares.


 


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


 


13.                               Governing Law. 
This Agreement shall be governed by and construed in accordance with the
laws of the Commonwealth of Massachusetts.


 


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


 


	
  EMPLOYEE

  	
   

  	
  BRUKER
  ENERGY & SUPERCON TECHNOLOGIES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  	
   

  
							



 


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  Social
  Security

  	
   

  	
   

  
	
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