Exhibit 10.1


 


COMPENSATION AND
INDEMNIFICATION AGREEMENT


 


This COMPENSATION AND INDEMNIFICATION AGREEMENT is
made as of this 2nd day of December, 2007 (this “Agreement”) by and
among Bruker BioSciences Corporation, a Delaware corporation (the “Corporation”),
and each of William A. Linton, Collin D’Silva and Richard D. Kniss (each, a “Director”
and collectively, the “Directors”).


 


WHEREAS, the Corporation’s Board of Directors (the “Board
of Directors”), at a meeting held on August 1, 2007, appointed the Directors
as members of a Special Committee of the Board of Directors of the Corporation
(the “Special Committee”) to consider, evaluate, investigate, negotiate
the terms and conditions of, recommend to the entire Board of Directors if it
considers it in the best interests of the stockholders of the Corporation
unaffiliated with the Laukien family to do so, and reject it if it considers it
in the best interests of the stockholders to do so, an acquisition by the
Corporation of Bruker BioSpin Inc., a Delaware corporation, Bruker BioSpin
Invest AG, a Swiss corporation, Bruker Physik GmbH, a German limited liability
company and Techneon AG, a Swiss corporation (the “Transaction”), and to
make such reports to the entire Board of Directors at such times and in such manner
as the Special Committee considers appropriate with respect to such possible
transaction;


 


WHEREAS, in order to induce the Directors to serve on
the Special Committee and to accept the additional duties, responsibilities and
burdens of such service, the Corporation wishes to provide them with the
compensation and indemnification arrangements set forth herein; and


 


WHEREAS, the Directors are willing to serve and
continue to serve on the Special Committee on the terms set forth herein.


 


NOW, THEREFORE, in consideration of the foregoing, the
parties hereto do hereby agree as follows:


 


Section 1.               Service on the Special
Committee. Each Director hereby agrees to serve as a member of the Special
Committee on the terms provided for herein so long as such appointment by the
Board shall remain in effect. Each Director may, however, resign from such
position at any time and for any reason. The Corporation’s obligation to
indemnify each such Director as set forth in this Agreement shall continue in
full force and effect notwithstanding any such termination of appointment or
resignation.


 


Section 2.               Compensation and Expense
Reimbursement. In return for his services as a member of the Special
Committee, each Director shall be entitled to receive from the Corporation compensation
in the amount of $80,000 ($100,000 in the case of Mr. Linton, Chairman of the
Special Committee). In addition, each Director shall be reimbursed by the
Corporation for his reasonable out-of-pocket travel and other expenses incurred
in connection with his service on the Special Committee.


 

















 


Section 3.            General Indemnification.


 


(a)           Article 10 of the Corporation’s By-Laws
currently provides members of the Board of Directors with the following general
right to indemnification:


 


The Corporation shall indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of the Corporation)
by reason of the fact that he is or was a Director, officer, employee or agent
of the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorney’s
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the Corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.


 


(b)           The Corporation hereby confirms that
the rights conferred upon the members of its Board of Directors pursuant to
Article 10 of its By-Laws are fully applicable to the Directors in their
capacity as members of the Special Committee. Any subsequent amendment to such
By-Laws which is intended to diminish, or has the effect of diminishing, the
rights of directors to indemnification shall not be applicable to the Directors
for their service on the Special Committee, whether such service was rendered
before or after the adoption of such amendment.


 


(c)           The Corporation hereby agrees to
indemnify and hold harmless (including, without limitation, by advancement of
expenses) each Director with respect to his service on, and any matter or
transaction considered by, the Special Committee to the fullest extent
authorized or permitted by law.


 


(d)           In addition to (but not in
duplication of) the general right to indemnification set forth in Article 10 of
its By-Laws and this Section 3, and any other rights to indemnification
to which the Directors are entitled under applicable law or otherwise, the
Corporation hereby agrees to provide each Director with respect to his service
on, and any matter or transaction considered by, the Special Committee the
specific rights to indemnification set forth in Section 4 through Section 11
of this Agreement.


 


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Section 4.            Indemnification for a Proceeding,
etc.


 


(a)           Proceedings Other Than Proceedings
by or in the Right of the Corporation. Each Director shall be entitled to
the rights of indemnification provided in this Section 4(a) if, by
reason of his status as a person who is or was a member of the Special
Committee or was otherwise a director of the Company (“Corporate Status”),
he is, or is threatened to be made, a party to or participant in any Proceeding
(as hereinafter defined) other than a Proceeding by or in the right of the
Corporation. Pursuant to this Section 4(a), each Director shall be
indemnified against all expenses, judgments, penalties, fines and amounts paid
in settlement actually and reasonably incurred by him or on his behalf in
connection with such Proceeding or any claim, issue or matter therein, if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Corporation and, with respect to any
criminal Proceeding, had no reasonable cause to believe his conduct was
unlawful. For purposes of this Agreement, “fines” shall include, without
limitation, excise taxes assessed against the Director with respect to an
employee benefit plan.


 


(b)           Proceedings by or in the Right of
the Corporation. Each Director shall be entitled to the rights of
indemnification provided in this Section 4(b) if, by reason of his
Corporate Status, he is, or is threatened to be made, a party to or participant
in any Proceeding brought by or in the right of the Corporation to procure a
judgment in its favor. Pursuant to this Section 4(b), each Director
shall be indemnified against all expenses actually and reasonably incurred by
him or on his behalf in connection with such Proceeding if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the Corporation; provided, however, that, if
applicable law so provides, no indemnification against such expenses shall be
made in respect of any claim, issue or matter in such Proceeding as to which
such Director shall have been finally adjudged to be liable to the Corporation
unless and to the extent that the Court of Chancery of the State of Delaware
shall determine that such indemnification may be made.


 


(c)           Indemnification for Expenses of a
Party Who is Wholly or Partly Successful. Notwithstanding any other
provision of this Agreement, to the extent that a Director is, by reason of his
Corporate Status, a party to and is successful, on the merits or otherwise, in
any Proceeding, he shall be indemnified to the maximum extent permitted by law
against all expenses actually and reasonably incurred by him or on his behalf
in connection therewith. If a Director is not wholly successful in such
Proceeding, but is successful, on the merits or otherwise, as to one or more,
but less than all claims, issues or matters in such Proceeding, the Corporation
shall indemnify such Director against all expenses actually and reasonably
incurred by him or on his behalf in connection with each successfully resolved
claim, issue or matter. For purposes of this Section and without limitation,
the termination of any claim, issue or matter in such a Proceeding by
dismissal, with or without prejudice, shall be deemed to be a successful result
as to such claim, issue or matter.


 


(d)           Additional Indemnity. In
addition to, and without regard to any limitations on, the indemnification
provided for in Section 4(a)-(c), the Corporation shall 


 


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and hereby does indemnify and hold harmless each
Director against all expenses, judgments, penalties, fines and amounts paid in
settlement actually and reasonably incurred by him or on his behalf if, by
reason of his Corporate Status he is, or is threatened to be made, a party to
or participant in any Proceeding (including, without limitation, a Proceeding
by or in the right of the Corporation). The only limitation that shall exist
upon the Corporation’s obligations pursuant to this Agreement shall be that the
Corporation shall not be obligated to make any payment to a Director that is
finally determined (under the procedures, and subject to the presumptions, set
forth in Sections 6, 7 and 8 hereof) to be unlawful under
Delaware law.


 


(e)           Contribution in the Event of Joint
Liability.


 


(i)    Whether or
not the indemnification provided in Section 4(a)-(d) hereof is
available, in respect of any threatened, pending or completed action, suit or
proceeding in which Corporation is jointly liable with any Director (or would
be if joined in such action, suit or proceeding), Corporation shall pay, in the
first instance, the entire amount of any judgment or settlement of such action,
suit or proceeding without requiring such Director to contribute to such
payment and the Corporation hereby waives and relinquishes any right of
contribution it may have against such Director. The Corporation shall not enter
into any settlement of any action, suit or proceeding in which the Corporation
is jointly liable with a Director (or would be if joined in such action, suit
or proceeding) unless such settlement provides for a full and final release of
all claims asserted against such Director.


 


(ii)   Without
diminishing or impairing the obligations of the Corporation set forth in the preceding
subparagraph, if, for any reason, a Director shall elect or be required to pay
all or any portion of any judgment or settlement in any threatened, pending or
completed action, suit or proceeding in which Corporation is jointly liable
with such Director (or would be if joined in such action, suit or proceeding),
the Corporation shall contribute to the amount of expenses, judgments, fines
and amounts paid in settlement actually and reasonably incurred and paid or
payable by such Director in proportion to the relative benefits received by the
Corporation and all officers, directors or employees of the Corporation other
than such Director who are jointly liable with him (or would be if joined in
such action, suit or proceeding), on the one hand, and the Director, on the
other hand, from the transaction from which such action, suit or proceeding
arose; provided, however, that the proportion determined on the basis of
relative benefit may, to the extent necessary to conform to law, be further
adjusted by reference to the relative fault of the Corporation and all
officers, directors or employees of the Corporation other than such Director
who are jointly liable with the Director (or would be if joined in such action,
suit or proceeding), on the one hand, and the Director, on the other hand, in
connection with the events that resulted in such expenses, judgments, fines or
settlement amounts, as well as any other equitable considerations which the law
may require to be considered. The relative fault of the Corporation and all
officers, directors or employees of the Corporation other than the Director who
are jointly liable with him (or would be if joined in such action, suit or
proceeding), on the one hand, and the Director, on the other hand, shall be
determined by reference to, among other things, the degree to which their
actions were motivated by intent to gain personal profit 


 


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or advantage, the degree to which their liability is
primary or secondary, and the degree to which their conduct is active or
passive.


 


(iii)  The
Corporation hereby agrees to fully indemnify and hold each Director harmless
from any claims of contribution which may be brought by officers, directors or
employees of the Corporation who may be jointly liable with such Director.


 


Section 5.               Advancement of Expenses and
Costs. If a Director is made or threatened to be made a party to a
Proceeding, the Director is entitled, upon written request to the Corporation,
to payment or reimbursement by the Corporation, within ten (10) days of receipt
of the request, of all reasonable expenses, including, without limitation,
attorneys’ fees and disbursements, incurred by the Director, whether prior to
or after the final disposition of the Proceeding. Such request shall reasonably
evidence the expenses incurred by the Director and shall include or be preceded
or accompanied by an undertaking by or on behalf of such Director to repay any
expenses advanced if it shall ultimately be determined that such Director is
not entitled to such expenses. Any advances and undertakings to repay pursuant
to this Section 5 shall be unsecured and interest free and shall be
accepted without reference to financial ability to make the repayment. A
Director’s entitlement to such expenses shall include those incurred in
connection with any Proceeding by such Director seeking an adjudication
pursuant to this Agreement.


 


Section 6.               Determination of Entitlement
to Indemnification or Advances. It is the intent of this Agreement to secure
for each Director rights of indemnity that are as favorable as may be permitted
under the law and public policy of the State of Delaware. Accordingly, the
parties agree that the following procedures and presumptions shall apply in the
event of any question as to whether a Director is entitled to indemnification
under this Agreement:


 


(a)           To obtain indemnification (including,
without limitation, the advancement of expenses and contribution by the
Corporation) under this Agreement, a Director shall submit to the Corporation a
written request, including therein or therewith such documentation and
information as is reasonably available to such Director and is reasonably
necessary to determine whether and to what extent a Director is entitled to
indemnification. The Secretary of the Corporation shall, promptly upon receipt
of such a request for indemnification, advise the Board of Directors in writing
that such Director has requested indemnification.


 


(b)           Upon written request by a Director
for indemnification pursuant to the first sentence of Section 6(a)
hereof, a determination, if required by applicable law, with respect to a
Director’s entitlement thereto shall be made in the specific case by one of the
following three methods, which shall be at the election of such Director:  (i) by a majority vote of the Disinterested
Directors, even though less than a quorum, or (ii) by Independent Legal Counsel
in a written opinion or (iii) by the stockholders.


 


(c)           If the determination of entitlement
to indemnification is to be made by Independent Legal Counsel pursuant to Section
6(b) hereof, the Independent Legal 


 


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Counsel shall be selected as provided in this Section
6(c). The Corporation and its Board of Directors agree that, in the event
of an election to use an Independent Legal Counsel under Section 6(b),
that such election shall, by virtue of, among other things, their approval of
this Agreement, be deemed at the direction of the directors of the Corporation.
The Independent Legal Counsel shall be selected by the Director (unless such
Director shall request that such selection be made by the Board of Directors). Such
Director or the Corporation, as the case may be, may, within ten (10) days
after such written notice of selection shall have been given, deliver to the
Corporation or to the Director, as the case may be, a written objection to such
selection; provided, however, that such objection may be asserted only
on the ground that the Independent Legal Counsel so selected does not meet the
requirements of “Independent Legal Counsel” as defined in Section 16(b)
of this Agreement, and the objection shall set forth with particularity the
factual basis of such assertion. Absent a proper and timely objection, the
person so selected shall act as Independent Legal Counsel. If a written
objection is made and substantiated, the Independent Legal Counsel selected may
not serve as Independent Legal Counsel unless and until such objection is
withdrawn or a court has determined that such objection is without merit. If,
within thirty (30) days after submission by a Director of a written request for
indemnification pursuant to Section 6(a) hereof, no Independent Legal
Counsel shall have been selected and not objected to, either the Corporation or
the Director may petition the Court of Chancery of the State of Delaware or
other court of competent jurisdiction for resolution of any objection which
shall have been made by the Corporation or such Director to the other’s
selection of Independent Legal Counsel and/or for the appointment as
Independent Legal Counsel of a person selected by the court or by such other
person as the court shall designate, and the person with respect to whom all
objections are so resolved or the person so appointed shall act as Independent
Legal Counsel under Section 6(b) hereof. The Corporation shall pay any
and all reasonable fees and expenses of Independent Legal Counsel incurred by
such Independent Legal Counsel in connection with acting pursuant to Section
6(b) hereof, and the Corporation shall pay all reasonable fees and expenses
incident to the procedures of this Section 6(c), regardless of the
manner in which such Independent Legal Counsel was selected or appointed.


 


(d)           The Corporation acknowledges that a
settlement or other disposition short of final judgment may be successful if it
permits a party to avoid expense, delay, distraction, disruption and
uncertainty. In the event that any action, claim or proceeding to which a
Director is a party is resolved in any manner other than by adverse judgment
against such Director (including, without limitation, settlement of such
action, claim or proceeding with or without payment of money or other
consideration) it shall be presumed (unless there is a preponderance of
competent evidence to the contrary) that such Director has been successful on
the merits or otherwise in such action, suit or proceeding.


 


(e)           Each Director shall reasonably
cooperate with the person, persons or entity making such determination with respect
to such Director’s entitlement to indemnification, including providing to such
person, persons or entity upon reasonable advance request any documentation or
information which is not privileged or otherwise protected from disclosure and
which is reasonably available to such Director and 


 


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reasonably necessary to such determination. Any
Independent Legal Counsel, member of the Board of Directors, or stockholder of
the Corporation shall act reasonably and in good faith in making a
determination under the Agreement of a Director’s entitlement to
indemnification. Any costs or expenses (including, without limitation,
attorneys’ fees and disbursements) incurred by a Director in so cooperating
with the person, persons or entity making such determination shall be borne by
the Corporation (irrespective of the determination as to such Director’s
entitlement to indemnification) and the Corporation hereby indemnifies and
agrees to hold each Director harmless therefrom.


 


Section 7.               Presumptions and Effect of
Certain Proceedings. In making a determination with respect to entitlement
or indemnification hereunder, the persons or entity making such determination
shall presume (unless there is clear and convincing evidence to the contrary)
that a Director is entitled to indemnification under this Agreement if such
Director has submitted a request for indemnification in accordance with this
Agreement. If the person(s) so empowered to make such determination shall have
failed to make the requested determination within sixty (60) days after receipt
by the Corporation of such request, the requisite determination of entitlement
to indemnification shall be deemed to have been made and such Director shall be
absolutely entitled to such indemnification absent actual and material fraud. A
Director shall be deemed to have acted in good faith if such Director’s action
is based on the records or books of account of the Corporation, including,
without limitation, financial statements, or on information supplied to such
Director by the officers of the Corporation in the course of their duties, or
on the advice of legal counsel for the Corporation or the Special Committee or
on information or records given or reports made to the Corporation or the
Special Committee by an independent certified public accountant, by a financial
advisor or by an appraiser or other expert selected with reasonable care by the
Corporation or the Special Committee. In addition, the knowledge and/or
actions, or failure to act, of any director, officer, agent or employee of the
Corporation shall not be imputed to a Director for purposes of determining the
right to indemnification under this Agreement. Whether or not the foregoing
provisions of this Section 7 are satisfied, it shall in any event be
presumed (unless there is clear and convincing evidence to the contrary) that
each Director has at all times acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the Corporation.
Neither the failure of the Company (including by its directors or Independent
Legal Counsel) to have made a determination prior to the commencement of any
action pursuant to this Agreement that indemnification is proper in the
circumstances because a Director has met the applicable standard of conduct,
nor an actual determination by the Company (including by its directors or
Independent Legal Counsel) that such Director has not met such applicable
standard of conduct, shall be a defense to the action or create a presumption
that such Director has not met the applicable standard of conduct. The
termination of a  Proceeding described in
Section 4 hereof by judgment, order, settlement or conviction, or upon a
plea of nolo contendere or its equivalent, shall not, of itself,
(a) establish that the Director does not meet the criteria for entitlement to
indemnification set forth in Section 4 hereof or (b) otherwise
adversely affect the rights of such Director to indemnification except as may
be provided herein. The knowledge and/or actions, or failure to act, of any
other director, officer, trustee, partner, managing member, fiduciary, agent or
employee of the 


 


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Corporation shall not be
imputed to a Director for purposes of determining the right to indemnification
under this Agreement.


 


Section 8.               Remedies of Director in Cases
of Determination not to Indemnify or to Advance Expenses. In the event that
(a) a determination is made that a Director is not entitled to indemnification
hereunder, (b) advancement of expenses is not timely made pursuant to Section
5 hereof, (c) no determination of entitlement to indemnification shall have
been made pursuant to Section 6 hereof within ninety (90) days after
receipt by the Corporation of the request for indemnification, (d) payment of
indemnification is not made pursuant to this Agreement within ten (10) days
after receipt by the Corporation of a written request therefor or (e) payment
of indemnification is not made within ten (10) days following a determination
of entitlement to indemnification pursuant to Section 6 and Section 7
hereof, such Director shall be entitled to a final adjudication in an
appropriate court of the State of Delaware or any other court of competent
jurisdiction of his entitlement to such indemnification or advance. Such
judicial proceeding shall be made de novo and such Director shall
not be prejudiced by reason of a determination (if so made) that he is not
entitled to indemnification. If a determination is made or deemed to have been
made pursuant to the terms of Section 6 or Section 7 hereof that
a Director is entitled to indemnification, the Corporation shall be bound by
such determination and shall be precluded from asserting that such determination
has not been made or that the procedure by which such determination was made is
not valid, binding and enforceable. The Corporation further agrees to stipulate
in any such court that the Corporation is bound by all the provisions of this
Agreement and is precluded from making any assertion to the contrary. If the
court shall determine that a Director is entitled to any indemnification
hereunder, the Corporation shall pay all reasonable expenses (including
attorneys’ fees) and costs actually incurred by such Director in connection
with such adjudication (including, without limitation, any appellate
proceedings). If a director commences a judicial proceeding or arbitration
pursuant to this Section 8, such Director shall not be required to
reimburse the Corporation for any advances pursuant to Section 5 hereof
until a final determination is made with respect to such Director’s entitlement
to indemnification (as to which all rights of appeal have been exhausted or
lapsed). The Corporation shall indemnify and hold harmless each Director to the
fullest extent permitted by law against all expenses and, if requested by such
Director, shall (within ten (10) days after the Corporation’s receipt of such
written request) advance such expenses to such Director, which are incurred by
the Director in connection with any judicial proceeding or arbitration brought
by the Director (a) to enforce his rights under, or to recover damages for
breach of, this Agreement or any other indemnification, advancement or
contribution agreement or provision of the Corporation’s Certificate of
Incorporation or By-Laws now or hereafter in effect or (b) for recovery or
advances under any insurance policy maintained by any person for the benefit of
the Director, regardless of whether the Director ultimately is determined to be
entitled to such indemnification, advance, contribution or insurance recovery,
as the case may be. Interest shall be paid by the Corporation to a Director at
the legal rate under Delaware law for amounts which the Corporation indemnifies
or is obliged to indemnify for the period commencing with the date on which
Indemnitee requests indemnification (or reimbursement or advancement 


 


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of any expenses) and
ending with the date on which such payment is made to the Director by the
Corporation.


 


Section 9.               Reimbursement for Expenses of
Witness. To the extent that a Director has served as a witness in any
Proceeding at a time when such Director has not been made a party to the Proceeding,
the Corporation shall reimburse such Director for all expenses actually and
reasonably incurred by him or on his behalf in connection therewith.


 


Section 10.             Other Rights of Indemnification
and Insurance.


 


(a)           The indemnification and advancement of
expenses (including, without limitation, attorneys’ fees) and costs provided by
this Agreement shall not be deemed exclusive of any other rights to which any
Director may now or in the future be entitled under any agreement, provision of
the By-Laws, or provision of the Articles of Incorporation, vote of
stockholders or Disinterested Directors of the Corporation, provision of law or
otherwise.


 


(b)           To the extent that the Corporation
maintains an insurance policy or policies providing liability insurance for
directors, officers, employees or agents or fiduciaries of the Corporation or
of any other corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise which such person serves at the request of the
Corporation, including, without limitation, the Directors and Officers
Liability Insurance Policies, each dated August 25, 2007, issued to the
Corporation by National Union Fire Insurance Company of Pittsburg, Pa. and the
Federal Insurance Company (collectively, the “Current D&O Policy”) each
Director shall be covered by such policy or policies in accordance with its or
their terms to the maximum extent of the coverage available for any such
director, officer, employee or agent under such policy or policies. The
Corporation hereby covenants and agrees to maintain the Current D&O Policy
on terms and subject to conditions at least as favorable to the Directors as
the terms and conditions that exist as of the date of this Agreement. In the
event that, notwithstanding the foregoing, the Current D&O Policy is no
longer in full force and effect or is otherwise unavailable, the Corporation
shall obtain and maintain a policy or policies of insurance providing liability
insurance for the Directors on terms and subject to conditions not materially
different from, and in no way less favorable to the Directors than, the Current
D&O Policy; provided that the Corporation shall not be required to
pay an aggregate premium for such insurance coverage in excess of 200% of the
amount of the premium for the Current D&O Policy on the date of this
Agreement, but shall, in such case, purchase as much coverage as possible for
such amount.


 


Section 11.          Attorneys’ Fees and Other Expenses
to Enforce Agreement. In the event that a Director is subject to or intervenes
in any  Proceeding in which the validity
or enforceability of this Agreement is at issue or seeks an adjudication or
award in arbitration to enforce his rights under, or to recover damages for
breach of, this Agreement, such Director, if he prevails in whole or in part in
such action, shall be entitled to recover from the Corporation and shall be
indemnified by the Corporation against, any actual expenses for attorneys’ fees
and disbursements reasonably incurred by him.


 


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Section 12.          Duration of Agreement. This
Agreement shall continue until and terminate upon the later of:  (a) ten (10) years after a Director has
completed his service as a member of the Special Committee or (b) the
final termination of all pending or threatened actions, suits, Proceedings or
investigations with respect to the Special Committee. This Agreement shall be
binding upon the Corporation and its successors and assigns and shall inure to
the benefit of each Director and his spouse, assigns, heirs, devisees,
executors, administrators or other legal representatives.


 


Section 13.          Severability. If any provision
or provisions of this Agreement shall be held to be invalid, illegal or rceable
for any reason whatsoever:  (a) the
validity, legality and enforceability of the remaining provisions of this
Agreement (including, without limitation, all portions of any paragraphs of
this Agreement containing any such provision held to be invalid, illegal or
unenforceable, that are not themselves invalid, illegal or unenforceable) shall
not in any way be affected or impaired thereby and (b) to the fullest
extent possible, the provisions of this Agreement (including, without
limitation, all portions of any paragraph of this Agreement containing any such
provision held to be invalid, illegal or unenforceable, that are not themselves
invalid, illegal or unenforceable) shall be construed so as to give effect to
the intent manifested by the provision held invalid, illegal or unenforceable.


 


Section 14.          Identical Counterparts. This
Agreement may be executed in one or more counterparts, each of which shall for
all purposes be deemed to be an original but all of which together shall
constitute one and the same agreement. Only one such counterpart signed by the
party against whom enforceability is sought needs to be produced to evidence
the existence of this Agreement.


 


Section 15.          Headings. The headings of the
paragraphs of this Agreement are inserted for convenience only and shall not be
deemed to constitute part of this Agreement or to affect the construction
thereof.


 


Section 16.          Definitions. For purposes of
this Agreement:


 


(a)           “Disinterested Directors” shall mean
a director of the Corporation who is not a member of the Special Committee and
who is not at the time a party to the Proceeding in respect of which
indemnification is being sought by a Director.


 


(b)           “Independent Legal Counsel” means a
law firm or a member of a law firm that is experienced in matters of
corporation law and who has not represented the Corporation or related
organization, or a director, officer, member of a committee of the board or
employee, whose indemnification is in issue. Notwithstanding the foregoing, the
term “Independent Legal Counsel” shall not include any person who, under the
applicable standards of professional conduct then prevailing, would have a
conflict of interest in representing either the Corporation or any Director in
an action to determine such Director’s right to indemnification under this
Agreement. The Corporation agrees to pay the reasonable fees of the Independent
Legal Counsel referred to above and to fully indemnify such counsel against any
and all expenses, claims, liabilities and damages arising out of or relating to
this Agreement or its engagement pursuant hereto.


 


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(c)           “Proceeding” means a threatened,
pending or completed civil, criminal, administrative, arbitration or
investigative proceeding, including, without limitation, a proceeding by or in
the right of the Corporation.


 


Section 17.          Modification and Waiver. No
supplement, modification or amendment of this Agreement shall be binding unless
executed in writing by all of the parties hereto. No waiver of any of the
provisions of this Agreement shall be deemed or shall constitute a waiver of
any other provisions hereof (whether or not similar) nor shall such waiver
constitute a continuing waiver.


 


Section 18.          Notice by Director. Each
Director agrees promptly to notify the Corporation in writing upon being served
with any summons, citation, subpoena, complaint, indictment, information or
other document relating to any matter which may be subject to indemnification
covered hereunder, either civil, criminal or investigative.


 


Section 19.          Notices. All notices, requests,
demands and other communications hereunder shall be in writing and shall be
deemed to have been duly given if (a) delivered by hand and receipted for by
the party to whom said notice or other communication shall have been directed
or (b) mailed by certified or registered mail with postage prepaid, on the
third business day after the date on which it is so mailed:


 


(a)                      If
to Mr. Linton, to:


 


c/o Bruker BioSciences Corporation


40 Manning Road


Billerica, Massachusetts 01821


 


with a copy to:


 


Frederick W. Kanner, Esq.


Bryan J. Luchs, Esq.


Dewey & LeBoeuf LLP


1301 Avenue of the Americas


New York, New York 10019


 


(b)                     If
to Mr. D’Silva, to:


 


c/o Bruker BioSciences Corporation


40 Manning Road


Billerica, Massachusetts 01821


 


with a copy to:


 


Frederick W. Kanner, Esq.


Bryan J. Luchs, Esq.


 


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Dewey & LeBoeuf LLP


1301 Avenue of the Americas


New York, New York 10019


 


(c)                        If
to Mr. Kniss, to:


 


c/o Bruker BioSciences Corporation


40 Manning Road


Billerica, Massachusetts 01821


 


with a copy to:


 


Frederick W. Kanner, Esq.


Bryan J. Luchs, Esq.


Dewey & LeBoeuf LLP


1301 Avenue of the Americas


New York, New York 10019


 


(d)                       If
to the Corporation, to:


 


Richard M. Stein, Esq.


Nixon Peabody LLP


101 Federal Street


Boston, Massachusetts 
02110


 


or to such other address as may have been furnished to
the Directors by the Corporation or to the Corporation by a Director, as the
case may be.


 


Section 20.          Governing Law. The parties
agree that this Agreement shall be governed by, and construed and enforced in
accordance with, the laws of the State of Delaware.


 


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IN WITNESS WHEREOF, the parties hereto have executed
this Agreement as of the day and year first above written.


 


 


	
   

  	
  BRUKER BIOSCIENCES
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ William J.
  Knight

  
	
   

  	
   

  	
   

  	
  Name: William J.
  Knight

  
	
   

  	
   

  	
   

  	
  Title: Chief
  Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ WILLIAM A. LINTON  

  	
   

  	
   

  	
   

  
	
  William A.
  Linton

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ COLLIN D’ SILVA  

  	
   

  	
   

  
	
  Collin D’Silva

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ RICHARD D. KNISS  

  	
   

  	
   

  
	
  Richard D. Kniss

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


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