Shareholders' Equity

12 Months Ended

Dec. 31, 2012

Shareholders' Equity

Shareholders' Equity

Note 15—Shareholders' Equity

Dividends

        The terms of some of the Company's indebtedness currently restrict the Company's ability to pay dividends to its shareholders.

Stock Plans

Bruker Corporation Stock Plan

        In February 2010, the Bruker BioSciences Corporation Amended and Restated 2000 Stock Option Plan, or the 2000 Plan, expired at the end of its scheduled ten-year term. On March 9, 2010, the Company's Board of Directors unanimously approved and adopted the Bruker Corporation 2010 Incentive Compensation Plan, or the 2010 Plan, and on May 14, 2010, the 2010 Plan was approved by the Company's stockholders. The 2010 Plan provides for the issuance of up to 8,000,000 shares of the Company's common stock. The Plan allows a committee of the Board of Directors (the "Committee") to grant incentive stock options, non-qualified stock options and restricted stock awards. The Committee has the authority to determine which employees will receive the awards, the amount of the awards and other terms and conditions of the award. Awards granted by the Committee typically vest over a period of three to five years.

        Stock option activity for the year ended December 31, 2012, was as follows:

	Shares Subject to Options			Weighted Average Option Price		Weighted Average Remaining Contractual Term (Yrs)		Aggregate Intrinsic Value (in millions) (b)
Outstanding at December 31, 2011		5,096,253		$	10.64
Granted		584,250			12.78
Exercised		(545,778	)		8.30			$	3.8
Forfeited		(246,588	)		11.61
Outstanding at December 31, 2012		4,888,137		$	11.11		6.1	$	20.7
Vested at December 31, 2012		3,047,346		$	9.77		4.8	$	16.8
Vested and expected to vest at December 31, 2012 (a)		4,783,212		$	11.06		6.0	$	20.5

(a)

In addition to the options that are vested at December 31, 2012, the Company expects a portion of the unvested options to vest in the future. Options expected to vest in the future are determined by applying an estimated forfeiture rate to the options that are unvested as of December 31, 2012.

(b)

The aggregate intrinsic value is based on the positive difference between the fair value of the Company's common stock price of $15.24 on December 31, 2012, or the date of exercises, as appropriate, and the exercise price of the underlying stock options.

        Unrecognized pre-tax stock-based compensation expense of $11.0 million related to stock options awarded under the 2000 and 2010 Plans is expected to be recognized over the weighted average remaining service period of 2.1 years for stock options outstanding at December 31, 2012.

        Restricted shares of the Company's common stock are periodically awarded to executive officers, directors and certain key employees of the Company, subject to service restrictions, which expire ratably over periods of three to five years. The restricted shares of common stock may not be sold or transferred during the restriction period. Stock-based compensation for restricted stock is recorded based on the stock price on the grant date and charged to expense ratably throughout the restriction period. The following table summarizes information about restricted stock activity during the year ended December 31, 2012:

	Shares Subject to Restriction			Weighted Average Grant Date Fair Value
Outstanding at December 31, 2011		236,232		$	17.76
Granted		188,028			11.73
Vested		(82,638	)		14.79
Outstanding at December 31, 2012		341,622		$	15.16

        Unrecognized pre-tax stock-based compensation expense of $4.2 million related to restricted stock awarded under the 2010 Plan is expected to be recognized over the weighted average remaining service period of 3.7 years for awards outstanding at December 31, 2012. During the year ended December 31, 2012, 2011, 2010, the total fair value of shares vested from restricted shares of the Company's stock amounted to $1.2 million, $3.1 million and $2.1 million, respectively.

Bruker Energy & Supercon Technologies Stock Plan

        In October 2009, the Board of Directors of BEST adopted the Bruker Energy & Supercon Technologies, Inc. 2009 Stock Option Plan, or the BEST Plan. The BEST Plan provides for the issuance of up to 1,600,000 shares of BEST common stock in connection with awards under the BEST Plan. The BEST Plan allows a committee of the BEST Board of Directors to grant incentive stock options, non-qualified stock options and restricted stock awards. The Compensation Committee of the BEST Board of Directors has the authority to determine which employees will receive the awards, the amount of the awards and other terms and conditions of the awards. As of December 31, 2012 and 2011, 800,000 incentive stock options and non-qualified stock options, respectively, had been awarded to key employees and directors of the Company with vesting periods of three to five years. As of December 31, 2012 and 2011, no restricted stock has been awarded under the BEST Plan.

        The Company recorded approximately $0.5 million in 2012 and 2011 of pre-tax stock-based compensation expense related to awards granted under the BEST Plan. Unrecognized pre-tax stock- based compensation expense of $0.7 million related to stock options awarded under the BEST Plan is expected to be recognized over the weighted average remaining service period of 1.6 years for awards outstanding at December 31, 2012.