Exhibit
10.25


 


Mr. William J. Knight


39 Bare Hill Road


Boxford, MA 
01921


Home: (978) 887-6085


Email: billjknight@msn.com


 


                                                                                                                                September
25, 2004


 


Dear Bill:


 


Following up on my verbal job offer to you, and your verbal acceptance
yesterday, it is my great pleasure to formally offer to you the position of
Bruker BioSciences Corporation’s (NASDAQ: BRKR)


 


Chief Financial Officer,


 


starting on October 25, 2004, at a 2004/2005 base salary of $225,000
p.a.


 


PLEASE NOTE THAT THIS OFFER IS CONTINGENT UPON APPROVAL BY THE BOARD OF
BRUKER BIOSCIENCES CORP., AND THAT THE COMPENSATION PACKAGE IS CONTINGENT UPON
APPROVAL BY THE COMPENSATION COMMITTEE OF OUR BOARD.


 


I am optimistic that these approvals will be forth-coming shortly, and
in fact I have scheduled a telephonic Board meeting this Monday, Sept. 27, at 3
p.m. EDT.


 


This offer is valid until October 1st, 2004, but hopefully
we can both sign it this Monday, Sept. 27th, when we meet in my
office at 5 p.m.


 


In your position as CFO of the Corporation you obviously will have
primary responsibility for our finance and accounting function, our SEC and
other statutory financial and tax reporting and filings, for dealing with our
auditors, for internal controls and Sarbanes-Oxley compliance, as well as
investor relations.  In addition, as we
have discussed during various interviews, we are looking forward to your strong
operational involvement in the senior management teams of both of our operating
companies.  I am also looking forward to
your involvement in strategic planning, business development, and other
business issues from time to time.


 


You will be based in our Billerica, Massachusetts (USA) headquarters,
reporting to me.  No relocation is
required or contemplated for this position.


 


Once you have give notice to your present employer, we should issue a
BRKR press release announcing your appointment, either in early October, or on
October 25th.  We also need to
file an 8-k with the SEC on that day.


 


 





















 


Compensation & Benefits


 


Your 2004/2005 base salary will be $225,000 p.a., paid bi-weekly in
arrears.  The compensation committee of
our Board would typically review your base salary for the first time in
March-April 2006, with a salary adjustment retroactive as of 1/1/06, and then
annually thereafter.


 


You are eligible for an annual bonus opportunity of up to $60,000,
payable typically in March-April of the subsequent year, after our annual 10-k
filing.  The compensation committee of
our Board will subsequently establish certain annual quantitative and
qualitative objectives related to this bonus opportunity.


 


You will receive a grant of Incentive Stock
Options for 125,000 shares of the Common Stock of this Corporation at a
purchase price to be the NASDAQ closing price for BRKR shares on October 25,
2004, such grant to vest 20% on each of the first five anniversary dates
thereof and such grant to be evidenced by the execution of this Corporation’s
standard Incentive Stock Option Agreement.


 


When this Corporation makes its 2005 yearly
stock option grants, which typically occurs in the April-May timeframe, you
will be eligible for a grant of 25,000 additional options, and it is anticipated
that you will receive an additional 50,000 options on a yearly basis thereafter,
such future grants subject to approval by the Board’s compensation committee.


 


You will immediately have full seniority for vacation purposes and
start with fifteen (15) paid vacation days.


 


Finally, you and your family will also receive our standard medical,
dental, life insurance, 401K, and other benefits, etc.  On Monday, we can arrange for a walk-through
of our benefits by our HR person in Billerica.


 


 


Other Terms & Conditions


 


This offer, if accepted, establishes an at-will employment relationship
which may be terminated at any time for any reason by either party by giving
notice in writing 6 weeks before the day of final departure.  This period may be lengthened or shorted by
mutual agreement.


 


If your
employment is terminated within 12 months after the acquisition by a third
party of all or substantially all of the business of BRKR by merger, sale of
stock, substantially all assets or otherwise, you shall receive a continuation
of your salary and benefits at your then current salary level for a period of
three months.


 


 


 





















 


In consideration of your employment by the
Company, and of the salary or wages paid for your services in the course of
such employment, you hereby further agree:


 


	
  (1)

  	
  not to disclose at any
  time (except as required by your duties), either during, or subsequent to,
  your employment, any financial, technical or business information, which are
  of a secret or Company confidential nature;

  
	
   

  	
   

  
	
  (2)

  	
  not to work for, consult
  for, or otherwise provide services for, a direct competitor of the Company
  for one (1) year after the termination for any reason of your employment with
  the Company. A direct competitor of the Company is defined as any person or
  entity which manufactures, designs, markets or sells either mass
  spectrometers, or x-ray analytical instrumentation;

  
	
   

  	
   

  
	
  (3) 

  	
  during the period of your employment with the Company and for a period
  of one (1) year after the termination thereof, not to, either directly or
  indirectly, separately or in association with others, interfere with, impair,
  disrupt or damage the Company’s (a) relationship with any of its customers or
  customer prospects by soliciting or encouraging others to solicit any of them
  for the purpose of diverting or taking away business from the Company; or (b)
  business by soliciting, encouraging or attempting to hire any of the
  Company’s employees or causing others to solicit or encourage any of the
  Company’s employees to discontinue their employment with the Company; and

  
	
   

  	
   

  
	
  (4)

  	
  not to establish or maintain any material form of additional,
  non-Company related business connection with any customer or supplier of the
  Company, or the Company itself, unless written permission from an authorized
  officer of the Company is obtained prior to the establishment of such
  additional business connection.

  



 


 


 





















 


Bill, as you know, everyone you have met at Bruker BioSciences and
Bruker Daltonics, as well as on our Board, will be enthusiastic to have you as
our new CFO.  Personally, I am very much
looking forward to working with you to further grow BRKR into an all-around
world-class company.


 


Sincerely,


 


	
  /s/
  Frank H. Laukien, Ph.D.

  	
   

  
	
  Bruker BioSciences Corporation

  	
   

  
	
  Frank H. Laukien, Ph.D.

  	
   

  
	
  Chairman, President & CEO

  	
   

  



 


 


	
   

  	
  Read, understood and accepted:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ William J. Knight

  
	
   

  	
  William J. Knight

  
	
   

  	
   

  
	
   

  	
  Date: September 27, 2004