Exhibit 10.22


 


BRUKER ENERGY &
SUPERCON TECHNOLOGIES, INC.


 


STOCK OPTION
AGREEMENT


 


UNDER 2009 STOCK
OPTION PLAN


 


NON-QUALIFIED
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 (the
“Optionee”) employee, officer, director, consultant or advisor 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 Optionee a
non-qualified 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 Optionee 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 Optionee a non-qualified stock option (the
“Option”) to purchase all or any part of an aggregate of
              
Shares on the terms and conditions hereinafter set forth.  This option shall not be treated as an
incentive stock option under Section 422 of the Internal Revenue Code of
1986, as amended (the “Code”).


 


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


 


3.             Time of Exercise of Option.


 


(a)           The Option shall not be exerciseable prior to (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
Optionee ceases to have, for any reason whatsoever, the same relationship with
the Company which was in existence on the date the Option was granted.


 


(c)               Except as otherwise provided in this Section 4,
if the Optionee ceases to have the same relationship with the Company which was
in existence on the date the Option was granted, the Optionee’s ability to
exercise the Option shall terminate as of the date the Optionee ceases to have
such relationship with 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 Optionee is an employee of the Company and is terminated for Cause (as hereinafter
defined), the Optionee’s ability to exercise the Option shall terminate on the
day the Optionee 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 Optionee’s
commission of a felony or a crime involving moral turpitude, the Optionee
breaches any provision of an agreement with the Company, the Optionee shall
have repeatedly been absent from work without satisfactory explanation
therefor, or the Optionee shall have committed an improper act with respect to,
or act of dishonesty against, the Company.


 


(e)               If such termination of relationship is because the
Optionee has become permanently disabled (within the meaning of Section 22(e)(3) of
the Code), the Option shall terminate sixty (60) days from the date the
Optionee ceases to have the same relationship with the Company which was in
existence on the date the Option was granted, 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 Optionee, 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 Optionee, the Option
may be exercised by the estate of the Optionee, 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 Optionee, subject to Section 4(f) hereof.


 


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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 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 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 Optionee 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 Optionee to exercise the Option shall not be assignable or transferable by
the Optionee otherwise than by will or the laws of descent and distribution,
and the Option may be exercised during the lifetime of the Optionee only by him
or her.  The Option shall be null and
void and without effect upon the bankruptcy of the Optionee 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, trustee process or similar process,
whether legal or equitable, upon the Option.


 


7.                Representation Letter and Investment Legend.


 


(a)              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 (the “1933 Act”), 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.


 


(b)              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 purposes of covering the
issue of Shares.


 


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 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
or other relationship of the Optionee for the period within which this Option
may be exercised.


 


10.              Rights as a Shareholder.  The Optionee
shall have no rights as a shareholder with respect to any Shares which may be
purchased by exercise of this Option unless and 


 


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until a certificate or
certificates representing such Shares are duly issued and delivered to the
Optionee.  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 Optionee to remit to the Company an amount sufficient
to satisfy all Federal, foreign, state and local withholding tax requirements
prior to the delivery of any certificate or certificates for such Shares.


 


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 Optionee has
hereunto set his or her hand and seal, all as of the day and year first above
written.


 


	
  OPTIONEE

  	
   

  	
  BRUKER
  ENERGY & SUPERCON

  
	
   

  	
   

  	
  TECHNOLOGIES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
							



 


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