UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

BRUKER CORPORATION
40 Manning Road
Billerica, MA 01821
(978) 663-3660

Dear Stockholder:

        On behalf of the board of directors and management of Bruker Corporation, I would like to invite you to attend our Annual Meeting of Stockholders to be held on Thursday, May 8, 200812, 2011 at 9:00 a.m., Local Time, at the offices of Nixon Peabody LLP, 100 Summer Street, Boston, Massachusetts.

        The Notice of Annual Meeting of Stockholders and Proxy Statement, which describe the formal business to be conducted at the meeting, and Proxy Card, accompany this letter. The Company's Annual Report to Stockholders is also enclosed for your information.

        All Stockholders are invited to attend the Meeting. To ensure your representation at the Meeting, however, you are urged to vote by proxy by completing, dating and returning the enclosed Proxy Card. A postage-paid envelope is enclosed for that purpose. Regardless of the number of shares you own, your careful consideration of, and vote on, the matters before the Stockholders is important.

        I look forward to your participation and thank you for your continued support.

Sincerely,



Frank H. Laukien, Ph.D.
Chairman, President and Chief Executive Officer

		Sincerely,
		Frank H. Laukien, Ph.D. Chairman, President and Chief Executive Officer

BRUKER CORPORATION
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Our Stockholders:

        Notice is hereby given that the Annual Meeting of the Stockholders of Bruker Corporation will be held on May 8, 2008,12, 2011, at 9:00 a.m., Local Time, at the offices of Nixon Peabody LLP, 100 Summer Street, Boston, Massachusetts, for the following purposes:

1.

To elect the five Class II directorsnominees for director named in the accompanying proxy statement to hold office until the 20112014 Annual Meeting of Stockholders.

2.

To ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2008.2011.

3.

To hold an advisory vote to approve compensation paid to our named executive officers.

4.

To hold an advisory vote regarding the frequency of future advisory votes on executive compensation.

5.

To transact such other business as may properly come before the meeting or any adjournment or postponement thereof.

        The foregoing items of business are more fully described in the Proxy Statement accompanying this notice. The board of directors has fixed the close of business on March 31, 20082011 as the record date for the determination of stockholders entitled to notice of and to vote at this Annual Meeting and at any adjournment or postponement thereof.

By order of the board of directors



Frank H. Laukien, Ph.D.
Chairman, President and Chief Executive Officer

		By order of the board of directors
		Frank H. Laukien, Ph.D. Chairman, President and Chief Executive Officer

Billerica, Massachusetts
April 9, 200811, 2011

        All stockholders are invited to attend the meeting. Whether or not you plan to attend, you can ensure that your shares are represented at the meeting by promptly voting and submitting your proxy by telephone or by the internet, or by completing, dating and returning the enclosed Proxy Card in the enclosed postage-paid envelope. Your shares cannot be voted unless you vote by telephone or internet, date, sign and return the enclosed Proxy Card, or attend the meeting in person. Regardless of the number of shares you own, your careful consideration of, and vote on, the matters before the stockholders is important. Even if you have given your proxy, you may still vote in person if you attend the meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the meeting, you will not be permitted to vote in person at the meeting unless you first obtain a proxy issued in your name from the record holder.

**************

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 8, 2008:12, 2011:

This Proxy Statement and the accompanying Annual Report
are available via the Internet at:www.bruker.comhttp://ir.bruker.com

BRUKER CORPORATION
PROXY STATEMENT

        This Proxy Statementproxy statement and the enclosed Proxy Cardproxy card are furnished in connection with the solicitation of proxies by the board of directors of Bruker Corporation ("the(the "Company") for use at the 20082011 Annual Meeting of Stockholders (the "2008"2011 Annual Meeting") to be held on May 8, 2008,12, 2011, at the time and place set forth in the notice of the meeting and at any adjournments thereof. The approximate date on which this Proxy Statementproxy statement and form of proxy are first being sent to stockholders is April 10, 2008.11, 2011.

        The holders of a majority in interest of all of the Company's common stock, par value $.01 per share ("Common Stock") issued, outstanding and entitled to vote are required to be present in person or be represented by proxy at the 2011 Annual Meeting in order to constitute a quorum for the transaction of business. Each share of Common Stock outstanding on the record date will be entitled to one vote on all matters.

        For Proposal No. 1, the five candidates for election as directors at the 2011 Annual Meeting who receive the highest number of affirmative votes will be elected. For Proposal No. 2, the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal 2011, and Proposal No. 3, the non-binding, advisory vote regarding the compensation of the Company's named executive officers, the affirmative vote of holders of a majority of the shares of Common Stock represented in person or by proxy and entitled to vote on the proposal will be required for approval. For Proposal No. 4, the non-binding, advisory vote regarding the frequency of the stockholder advisory vote to approve the compensation of the Company's named executive officers, the frequency that receives the highest number of votes will be deemed to be the non-binding recommendation of the Company's stockholders.

        Because abstentions with respect to any matter are treated as shares present or represented and entitled to vote for the purposes of determining whether that matter has been approved by the stockholders, abstentions have the same effect as negative votes for each proposal other than the election of directors and the advisory vote on the frequency of future advisory votes on executive compensation. The vote on frequency of future advisory votes on executive compensation asks stockholders to express a preference for one of three choices for future advisory votes on executive compensation: every year, every other year, or every three years. For purposes of the advisory vote on frequency of future advisory votes on executive compensation, abstentions have the same effect as not expressing a preference.

        If the enclosed Proxy Cardproxy card is properly executed and returned, it will be voted in the manner directedinstructed by the stockholder. If a proxy card is properly submitted but contains no instructions, are specified with respect to any particular matter to be acted upon, proxiesthe shares represented thereby will be voted FOR all nominees for director in Proposal No. 1, FOR ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal 2011 in Proposal No. 2, FOR approval of the non-binding, advisory vote regarding the compensation of the Company's named executive officers in Proposal No. 3 and in favor, on a non-binding, advisory basis, of such matter.every three years as the frequency of the stockholder advisory vote to approve the compensation of the Company's named executive officers in Proposal No. 4. In addition, if other matters come before the meeting, the persons named in the accompanying proxy and acting thereunder will have discretion to vote on those matters in accordance with their best judgment. Any person signing the enclosed form of proxy has the power to revoke it by voting in person at the meeting or by giving written notice of revocation to the Secretary of the Company at any time before the proxy is exercised. Please note, however, that if your shares are held of record by a broker, bank or nominee and you wish to vote at the meeting, you will not be permitted to vote in person unless you first obtain a proxy issued in your name from the record holder.

        The holdersIf shares are held in the "street name" of a majority in interestbroker or other nominee, the broker or nominee may not be permitted to exercise voting discretion with respect to certain of allthe proposals to be acted upon. If the broker or nominee is not given instructions as to how to vote such shares, the broker has authority under New York Stock Exchange rules to vote those shares for or against "routine" matters,

such as the ratification of accounting firms. Brokers cannot vote on their customers' behalf on "non-routine" proposals such as the election of directors, approval of the advisory vote on the compensation of the Company's common stock, par value $.01 per share ("Common Stock") issued, outstandingnamed executive officers, and entitled tothe advisory vote are required to be present in person or be represented by proxy aton the 2008 Annual Meeting in order to constitute a quorum forfrequency of voting on the transactioncompensation of business. Each sharethe Company's named executive officers. These rules apply notwithstanding the fact that shares of the Company's Common Stock outstandingare traded on the record date will be entitled to one vote on all matters. The five candidates for election as directors atNASDAQ Global Select Market. If the 2008 Annual Meeting who receive the highest number of affirmative votes will be elected.

        Because abstentionsbrokerage firm lacks discretionary voting power with respect to anyan item that is not a routine matter are treated asand you do not provide voting instructions (a "broker non-vote"), such shares present or represented and entitled to votewill be counted for the purposes of determining whether that matter has been approved byestablishing a quorum to conduct business at the stockholders, abstentions have the same effect as negative votes for each proposal other than the election of directors. Broker non-votes are2011 Annual Meeting, but will not deemed to be present or representedcounted for purposes of determining whether stockholder approval of thatany particular matter has been obtained, but they are counted as present for purposes of determining the existence of a quorum at the 2008 Annual Meeting.obtained.

        The Company will bear the cost of the solicitation. Although it is expected that the solicitation will be primarily by mail, regular employees or representatives of the Company (none of whom will receive any extra compensation for their activities) may also solicit proxies by telephone, telecopier and in person and arrange for brokerage houses and other custodians, nominees and fiduciaries to send proxies and proxy materials to their principals at the expense of the Company.

        The Company's 20072010 Annual Report, including the Company's audited financial statements for the fiscal year ended December 31, 2007,2010, is being mailed to shareholdersstockholders concurrently with this proxy statement.

        The Company's principal executive offices are located at 40 Manning Road, Billerica, Massachusetts 01821, and our telephone number is (978) 663-3660.

RECORD DATE AND VOTING SECURITIES

        Only stockholders of record at the close of business on March 31, 20082011 are entitled to notice of and to vote at the meeting. On March 31, 2008,2011, the Company had outstanding and entitled to vote 163,368,791165,479,053 shares of Common Stock. Each outstanding share of Common Stock entitles the record holder to one vote. Broadridge Financial Solutions, Inc. will tabulate all votes that are received prior to the date of the Annual Meeting. The inspector of elections, who will be one of our employees or one of our attorneys, will receive Broadridge's tabulation, tabulate all other votes, and certify the voting results.

CORPORATE INFORMATION

        Bruker Corporation was incorporated in Massachusetts as Bruker Federal Systems Corporation. In February 2000, we reincorporated in Delaware as Bruker Daltonics Inc. In July 2003, we merged with Bruker AXS Inc., and we were the surviving corporation in that merger. In connection with that merger, we changed our name to Bruker BioSciences Corporation and formed two operating subsidiaries, Bruker Daltonics and Bruker AXS, into which we transferred substantially all of thetheir respective assets and liabilities, except cash. All references in the Proxy Statement to "former Bruker AXS" refer to the public entity which merged with the Company in July 2003. In July 2006, we acquired Bruker Optics Inc., also a company under common control. Bruker Optics is now one of our four primary operations. In February 2008, we acquired the Bruker BioSpin group of companies, which we sometimes refer to as the Bruker BioSpin Group, also a group of companies under common control. In connection with the Bruker BioSpin acquisition, we changed our name to Bruker Corporation. TheOur five principal operating segments are Bruker BioSpin, group of companies, which we sometimes refer to collectively as the Bruker BioSpin Group, is now one of our four primary operations. Unless otherwise indicated, the financial information presented herein gives effect to theDaltonics, Bruker MAT, Bruker Optics, and Bruker BioSpin acquisitions and, in accordance with generally accepted accounting principles in the United States, is presented as if Bruker Optics and the Bruker BioSpin Group had been a part of Bruker Corporation for all periods described.Energy & Supercon Technologies, or BEST.

PROPOSAL NO. 1
ELECTION OF DIRECTORS

        The first proposal on the agenda for the 20082011 Annual Meeting is the election of Collin J. D'Silva, Stephen W. Fesik, Dirk D. Laukien, Richard M. Stein, Charles F. Wagner, Jr. and Bernhard Wangler to serve as Class II directors for a three-year term beginning at the 20082011 Annual Meeting and ending at our 20112014 Annual Meeting of Stockholders or until a successor has been duly elected and qualified. The Company's Certificate of Incorporation, as amended, provides that the board of directors shall consist of three classes of directors with overlapping three-year terms. One class of directors is to be elected each year for a three-year term. Directors are assigned to each class in accordance with a resolution or resolutions adopted by the board of directors, each class consisting, as nearly as possible, of one-third the total number of directors. There are currently thirteen members of theour board of directors, consisting of four Class I directors, five Class II directors and four Class III directors.

        In December 2007, the Board of Directors voted to expand the size of the board to thirteen and to increase the number of Class II directors to five and the number of Class III directors to four, contingent on the approval by our stockholders and completion of the proposed acquisition of the Bruker BioSpin Group. At the Special Meeting of Stockholders in February 2008, the acquisition was approved and two new directors were elected to fill the vacancies created. At the 20082011 Annual Meeting, five nominees will be elected as Class II directors to serve for a term expiring at the 20112014 Annual Meeting of Stockholders. The directors in each of Class IIII and Class IIII are serving terms expiring at the Company's Annual Meeting of Stockholders in 20092013 and 2010,2012, respectively.

        OfAll of the nominees for Class II director, Collin J. D'Silva,Stephen W. Fesik, Dirk D. Laukien, Richard M. Stein, Charles F. Wagner, Jr. and Bernhard Wangler, are currently Class II directors, and Stephen W. Fesik is a new nominee.directors. All nominees were unanimously approved by our board of directors, including a majority ofunanimous approval by our independent directors. Onedirectors, upon the unanimous recommendation of our current Class II directors, Daniel S. Dross,the Nominating Committee, which is not standing for re-election to our boardcomprised of three independent directors. The Company is deeply grateful for Mr. Dross' years of exemplary service and his contributions to our board and to the Company.

        Unless marked otherwise, proxies received will be votedFOR the election of each of the five nominees specified below.for the office of director. If any such nominee for the office of director is unwilling or unable to serve as a nominee for the office of director at the time of the 20082011 Annual Meeting, the proxies may be voted either (1) for a substitute nominee who shall be designated by the present board of directors to

fill such vacancy or (2) for the other nominees only, leaving a vacancy. Alternatively, the size of the board of directors may be reduced so that there is no vacancy. The board of directors has no reason to believe that any of the nominees will be unwilling or unable to serve if elected as a director.

The Board of Directors recommends a vote FOR the election of each of the nominees for Director.

Certain Information Regarding Directors and Nominees

        The namesbiographies of each of the nominees and of the othercontinuing directors continuing in office, the yearbelow contain information regarding each first becameperson's service as a director, their principal occupationsbusiness experience, director positions held currently or at any time during at least the pastlast five years, other public company directorships held by each as of March 31, 2008information regarding involvement in certain legal or administrative proceedings, if applicable, and certain other biographical information are set forth below.

Nominees For Election For A Three-Year Term Expiring At The 2011 Annual Meeting

        From 1997 to April 2006, Mr. D'Silva served as the Chief Executive Officer of Transgenomic, Inc., a life science company involved in SNP discovery, in Omaha, Nebraska. Until January 2007, Mr. D'Silva also served as the Chairman ofexperiences, qualifications, attributes or skills that caused the board of directors of Transgenomic. From 1988 to 1997, Mr. D'Silva was President and Chief Executive Officer of CETAC Technologies, Inc, a company designing instrumentation for elemental analysis. Mr. D'Silva holds a B.S. degree and a Masters in Industrial Engineering from Iowa State University as welldetermine that the person should serve as a M.B.A. from Creighton University.director of the Company in 2011.

Nominees for Election to a Three-Year Term Expiring at the 2014 Annual Meeting

BOARD LEADERSHIP STRUCTURE

        Under our bylaws, the chairman of the Company's board of directors has the power to preside at all meetings of the board. Dr. Frank Laukien, our Chief Executive Officer and President, serves as the Chairman of our board of directors and has done so throughout the time we have been a public company. Although the board believes that the combination of the Chairman and Chief Executive Officer roles is appropriate in the current circumstances, the board does not have a fixed policy regarding the combination or separation of the offices of Chairman and Chief Executive Officer. Our board of directors believes that it should have the flexibility to make these determinations at any given point in time in the way that it considers best to provide appropriate leadership for the Company at that time.

        The Chief Executive Officer is appointed by our board to manage the Company's daily affairs and operations. Dr. Frank Laukien's extensive industry knowledge and long history of direct involvement in the Company's operations make him best suited to serve as Chairman in order to (i) lead the board in productive discussions on important matters affecting the Company; (ii) create a firm link between management and the board and promote the development and implementation of corporate strategy; (iii) determine necessary and appropriate agenda items for meetings of the board with input from the independent lead director and board committee chairpersons; and (iv) determine and manage the amount of time and information devoted to discussion and analysis of agenda items and other matters that may come before the board. Additionally, his significant equity ownership, at over 23% of the outstanding shares of the Company's common stock, means that he has a close and direct alignment of interests with the interests of our other shareholders.

        While we believe that having a unified Chairman and Chief Executive Officer is appropriate and in the best interests of the Company and its shareholders at this time, our board structure also fosters strong oversight by independent directors. Since 2004, an independent lead director has been appointed by the independent directors to ensure an independent leadership contact. The lead director's responsibilities include: (i) consulting with the Chairman regarding agenda items for board meetings; (ii) chairing executive sessions of the independent directors; (iii) calling executive sessions of the independent directors of the board and advising the Chairman and Chief Executive Officer of actions or deliberations at such sessions; (iv) acting as a liaison between the independent directors and the full board, as necessary; and (iv) establishing, in consultation with the Chairman and Chief Executive Officer and any appropriate board committees, procedures to govern the board's work, ensuring that the board of directors is appropriately approving strategy and supervising management's progress. Dr. William Linton has served in the role of lead director since the position was established in 2004. The Chairman and Chief Executive Officer consults periodically with the lead director on governance matters and on issues facing the Company. In addition, the lead director serves as the principal liaison between the Chairman and the independent directors and presides at executive sessions of independent directors at regularly scheduled in-person board meetings. The board of directors believes that this approach appropriately and effectively complements the Company's combined Chairman and Chief Executive Officer.

BOARD MEETINGS, COMMITTEES AND COMPENSATION

        There are currently thirteen members of our board of directors. Seven of the current members of the board ofour directors, namely Daniel S. Dross, Collin J. D'Silva, Wolf-Dieter Emmerich, Stephen W. Fesik, Brenda J. Furlong, Richard D. Kniss, William A. Linton, and Richard A. Packer, as well as nominee Stephen W. Fesik, are independent withinand Charles F. Wagner, Jr. meet the meaning of the Marketplace Rulesindependence requirements of the NASDAQ Stock Market LLC, or NASDAQ.

NASDAQ, listing standards.

        During fiscal year 2007,2010, the board of directors of the Company held nine meetings and acted by written consent one time. During such periods in 2007 in which they served as board members, all of the directorsseven meetings. Each director attended at least 75%75 percent of the aggregate of: (1) the total number of meetings of the board of directors and (2) the total number of meetings held byboard committees of the board of directors on which they served.he or she was a member in 2010. It is the policy of our board of directors that at least two directors, including at least one independent director, attend our Annual Meeting, either in person or by telephonic conference. Three directors attended our 20072010 Annual Meeting. As described below, the board of directors has an Audit Committee, and a Compensation Committee. The board of directors does not haveCommittee and a Nominating Committee.

        Audit Committee.    The Audit Committee of the board of directors which is currently comprised of Brenda J. Furlong, Collin J. D'Silva and Richard A. Packer, and Charles F. Wagner, Jr., each of whom satisfy the applicable independence requirements of the SEC rules and regulations of the SEC and NASDAQ Marketplace Rules,NASDAQ. Under these rules, we are required to have an Audit Committee consisting of at least three independent members. The Audit Committee met ninefour times during the 20072010 fiscal year. The boardEach of directors has determined that Brenda J.Ms. Furlong, Chair of the Audit Committee, and Mr. Wagner qualifies as an audit committee financial expert pursuant to applicable SEC rules and regulations.

        The Audit Committee provides assistance to the board of directors in fulfilling its legal and fiduciary obligations with respect to matters involving the accounting, auditing, financial reporting and internal control functions of the Company and its subsidiaries. The Audit Committee works extensively with the independent auditors, pre-approves all audit and non-audit services provided to the Company by its independent auditors, reviews the performance of the independent auditors and replaces or terminates the independent auditors when circumstances warrant. The Audit Committee is also charged with establishing and monitoring procedures for (i) the receipt, retention or treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, and (ii) the confidential submission by the Company's employees of concerns regarding questionable accounting or auditing matters. None of the members of the Audit Committee or the proposed members of the Audit Committee, havehas participated in the preparation of any financial statements of the Company at any time during the last three fiscal years.

The Audit Committee's charter was included as Annex A tois available on the Company's Proxy Statement on Schedule 14A filed withwebsite at http://ir.bruker.com under the Securities and Exchange Commission on January 17, 2008."Corporate Governance" section.

        Compensation Committee.    The Compensation Committee, which is comprised of Daniel S. Dross,Wolf-Dieter Emmerich, Stephen W. Fesik and Richard D. Kniss, and William A. Linton, all of whom meet the independence requirements of the NASDAQ MarketplaceListing Rules, met fivesix times during the 2007 fiscal year and acted by written consent one time during the 20072010 fiscal year. Dr. LintonMr. Kniss is the Chairman of the Compensation Committee. Upon the departure of Mr. Dross, director nominee Stephen W. Fesik is expected to join the Compensation Committee. The Compensation Committee (i) administers the Company's stock option plan,plan; (ii) determines the chief executive officer's salary, bonus, and equity based compensation,compensation; (iii) oversees the executive compensation program for the Company's other executive officersofficers; and (iv) determines such compensation, reviews general policy matters relating to compensation and employee benefits and makes recommendations concerning these matters to the board of directors. From time to time, the Company expects that various of its senior executive officers will provide analysis and recommendations to the Compensation Committee on compensation issues, as requested by the Compensation Committee. In particular, the Chief Executive Officer annually evaluates the performance of the Chief Financial Officer and the Senior Vice PresidentChief Operating Officer and makes recommendations to the Compensation Committee regarding the compensation of these executive officers. The Compensation Committee reviews these performance evaluations and recommendations and, if the Committee deems appropriate, adopts the recommendations with little to no change. The Chief Financial Officer does the same with respect to the Corporate Controller. Our Chief Executive Officer, Chief Financial Officer and the Director of Human Resources may routinely attend meetings of the Compensation Committee to provide information relating to matters the Compensation Committee is considering. The

Compensation Committee may, from time to time, meet in executive session without any executive officers present. The Compensation Committee's charter is available on the Company's website at http://ir.bruker.com under the "Corporate Governance" section.

        Nominating Committee.    The Nominating Committee, which is comprised of Wolf-Dieter Emmerich, William A. Linton and Richard A. Packer, all of whom meet the independence requirements of the NASDAQ Listing Rules, was includedestablished by the board of directors in May 2010. Mr. Packer is the Chairman of the Nominating Committee. The purpose of the Nominating Committee is to assist the board in identifying and recruiting individuals qualified to become board members, consistent with criteria approved by the board, and to recommend to the board nominees for election to the office of director at the next annual meeting of stockholders, or for election to fill any vacancies between annual meetings. While the board of directors retains responsibility for selecting nominees and recommending them for election by the Company's stockholders, the Nominating Committee is responsible for developing and implementing a process to identify qualified and willing candidates for recommendation to the board. The Nominating Committee is assisted by non-voting advisors from our board, including Dr. Frank Laukien, our Chairman, President, CEO and largest stockholder, and Mr. Joerg Laukien, a director and significant stockholder. The role of the advisors is to provide input to the Nominating Committee from major shareholders of the Corporation. The Nominating Committee's charter is available on the Company's website at http://ir.bruker.com under the "Corporate Governance" section.

        The Nominating Committee did not meet during fiscal year 2010. The Nominating Committee met twice in March 2011 and unanimously recommended the current slate of nominees for director to the full board of directors.

DIRECTOR NOMINATIONS

        On March 3, 2004, the Company adopted a policy by board resolution governing the nomination of directors, according to which the full board of directors approves all nominees for board membership. All nominees must also be approved by a majority of the Company's independent directors. Upon recommendation of the Nominating Committee, the qualifications of candidates will be reviewed by at least a majority of the independent directors of the Company, as Annex Bwell as the full board of directors. Stockholders may recommend director candidates for inclusion by the board of directors in the slate of nominees which the board recommends to stockholders for election as described below.

        The process followed to identify and evaluate potential candidates includes requests to board members and others for recommendations, meetings from time to time to evaluate biographical information and background material relating to potential candidates and interviews of selected candidates by the members of the Nominating Committee, the independent directors and the board. The Nominating Committee, the independent directors and the board are each authorized to retain advisers and consultants and to compensate them for their services. No such advisers or consultants were retained for this purpose during fiscal year 2010.

        The Company does not have a formal policy with regard to the consideration of diversity in identifying director nominees, but strives to identify and recruit director candidates with a variety of complementary skills so that, as a group, the board will possess the appropriate talent, skills and expertise to oversee the Company's business. When considering a potential director candidate, the Nominating Committee evaluates the entirety of each candidate's experience and qualifications. The Nominating Committee looks for personal and professional integrity, demonstrated ability and judgment and business experience.

        In considering whether to recommend any candidate for inclusion in the board's slate of recommended director nominees, the board and the independent directors apply the criteria which are set forth in a resolution of the board approved and adopted on March 3, 2004.

        These criteria include, but are not limited to, the following:

•

experience in aspects of business or technology relevant to the Company's Proxy Statementbusiness;



•

sufficient time available to devote to the affairs of the Company;



•

character and integrity;



•

ability to represent the best interests of stockholders as a whole rather than special interest groups;



•

willingness to participate actively as a board member; and



•

communication, decision-making and interpersonal skills.

        The board and the independent directors may also consider the following for some of the director nominees:

•

experience serving as a director of a public company;



•

familiarity with corporate governance issues;



•

independence, as determined in accordance with SEC rules and regulations and NASDAQ listing standards;



•

experience in running a comparable company or division of a comparable company;



•

insight into the Company, its strategy, business model, operations, and financials;



•

knowledge of industry trends and markets; and

•

qualification as an "audit committee financial expert" to serve on Schedule 14A filedthe Audit Committee in accordance with SEC and NASDAQ definitions.

        In evaluating candidates recommended by the Nominating Committee, the board and the independent directors do not assign specific weights to particular criteria and no particular criterion is necessarily applicable to all prospective nominees. We believe that the backgrounds and qualifications of the directors, considered as a group, should provide a significant composite mix of experience, knowledge and abilities that will allow the board to fulfill its responsibilities.

        Although the Company does not have a specific policy with respect to the nomination of directors by stockholders, the Nominating Committee will consider nominations made by stockholders. The Company believes that it is not necessary to have a policy for director nominations by stockholders because the board of directors, including the Nominating Committee and the independent directors, is able to effectively locate and evaluate potential candidates for nomination to the board of directors due to the directors' intimate knowledge of the Company and the life science industry. However, stockholders may communicate directly with the SecuritiesNominating Committee of the board of directors by written communication submitted to Richard M. Stein at the address set forth below under "Stockholder Communications." Mr. Stein shall be primarily responsible for monitoring the communications and Exchange Commissionproviding summaries or copies of such communications to the Nominating Committee or the board of directors as he deems appropriate, and, as described below, will submit communications to the Nominating Committee or the board of directors, as appropriate, relating to corporate governance matters and long-term corporate strategy. Stockholders may use this process to suggest potential nominations to the board of directors. Such suggested nominations shall be forwarded to the Nominating Committee and the proposed candidates shall be evaluated using substantially the same process and applying the same criteria as used and applied in evaluating candidates submitted by board members. Nominations must be received by the Company within the timeframe set forth herein under "Time for Submission of Stockholder Proposals."

        At the 2011 Annual Meeting, stockholders will be asked to consider the re-election of Stephen W. Fesik, Dirk D. Laukien, Richard M. Stein, Charles F. Wagner, Jr. and Bernhard Wangler to serve as Class II directors, all of whom are standing for election following the unanimous recommendation for nomination first by the Nominating Committee, and then by the full board of directors, including the unanimous approval of all of the Company's independent directors.

ROLE OF THE BOARD IN RISK OVERSIGHT

        Our board of directors considers general oversight of the Company's risk management efforts to be a responsibility of the entire board. The board's role in risk oversight includes receiving regular reports from members of senior management on January 17, 2008.areas of material risk to the Company, or to the success of a particular project or endeavor under consideration, including operational, financial, legal and regulatory, strategic and reputational risks. The full board of directors, or the Audit Committee in the case of financial and compliance risks that are within the oversight of the Audit Committee, receives these reports from members of management to enable the board or the Audit Committee to understand the Company's risk identification, risk management, and risk mitigation strategies. When a report is evaluated at the Audit Committee level, the chairperson of the Audit Committee subsequently reports on the matter to the full board to ensure coordination of the board's risk oversight activities. Our board of directors also believes that risk management is an integral part of our strategic planning process, which addresses, among other things, the risks and opportunities facing the Company.

COMPENSATION OF DIRECTORS

        We pay the non-employee directorsmembers of theour board of directors a mix of cash and share-based compensation based on the determination of the Compensation Committee. Employee directors, including Dr. Frank Laukien, Dr. Dirk Laukien and Mr. Joerg Laukien, receive compensation only as employees of the Company and receive no additional compensation for service as a director. Dr. Tony Keller, who retired effective March 31, 2010, receives compensation for his ongoing service to the Bruker BioSpin Group and receives no additional cash compensation as a director of the Company. Directors are reimbursed for reasonable out-of-pocket expenses incurred in attending meetings of the board or committees thereof.

        The following table provides information concerning the compensation paid by us to each of the non-employee directors for the fiscal year ended December 31, 2007.

2007 Director Compensation Table

        Frank H. Laukien, Ph.D., our Chairman and President and Chief Executive Officer, is not included in this table as he is an employee of our company and receives no compensation for his service as a director. The compensation received by Dr. Frank Laukien as an officer of the Company is shown in the 2007 Summary Compensation Table on page 27.

(1)

The amounts in columns (c) and (d) reflect the dollar amount recognized for financial statement reporting purposes for the fiscal year ended December 31, 2007, in accordance with Statement of Financial Accounting Standards No. 123(R) ("FAS 123(R)"), of awards pursuant to our Amended and Restated 2000 Stock Option Plan and may include amounts from awards granted both in and prior to 2007. Assumptions used in the calculation of these amounts are included in Notes 2 and 15 to the Company's audited financial statements for the fiscal year ended December 31, 2007 included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 17, 2008. As required, the amounts shown exclude the impact of any estimated forfeitures related to service-based vesting conditions. The actual amount realized by the director will likely vary based on a number of factors, including our performance, stock price fluctuations and applicable vesting.

(2)

The grant date fair value of each award of 2,000 shares of restricted common stock made on February 28, 2007 was $18,020. The grant date fair value of each award of 1,000 shares of

restricted common stock made on August 1, 2007 was $7,950. The grant date fair value of each award of 2,000 shares of restricted common stock made on January 5, 2006 was $10,000.

(3)

Mr. Canavan resigned from the board of directors effective May 16, 2007. Mr. Canavan received $18,000 in consulting fees for support given to the Audit Committee over a four-month period following his resignation from the board.

(4)

This amount includes a $13,000 cash retainer, board meeting attendance fees totaling $7,500, and a $14,000 retainer as Chair of the Audit Committee.

(5)

In connection with consulting services provided by Mr. Canavan and Mr. Crouch following their respective departures from the board, the Compensation Committee approved the acceleration of the applicable forfeiture periods for certain restricted stock awards previously granted. Includes amounts recognized as a result of the acceleration of forfeiture provisions relating to those shares of restricted stock granted on January 5, 2006 and February 28, 2007 for which the forfeiture restrictions would lapse, under the terms of the grants, on or before February 28, 2008.

(6)

This amount includes a $13,000 cash retainer, board meeting attendance fees totaling $7,500, and a $9,000 retainer as a member of the Audit Committee. Mr. Crouch resigned from the board of directors effective May 16, 2007.

(7)

Includes a $26,000 annual cash retainer, board meeting attendance fees totaling $13,500, and an $8,000 retainer as a member of the Compensation Committee.

(8)

As of December 31, 2007, each of Mr. Dross, Mr. D'Silva, Mr. Kniss and Dr. Linton held an aggregate of 4,000 shares of restricted stock pursuant to grants made on January 5, 2006 and February 28, 2007. The 2,000 shares that were granted on January 5, 2006 vest ratably on each of January 5, 2007, January 5, 2008 and January 5, 2009. The 2,000 shares that were granted on February 28, 2007 vest ratably on each of February 28, 2008, February 28, 2009 and February 28, 2010.

(9)

As of December 31, 2007, Mr. Dross held options to purchase 13,150 shares of common stock, all of which are vested.

(10)

Includes a $26,000 annual cash retainer, board meeting attendance fees totaling $10,500, an $18,000 retainer as a member of the Audit Committee, and an $80,000 fee for Mr. D'Silva's service on the temporary special committee formed to represent the interests of the stockholders of Bruker BioSciences unaffiliated with the Bruker BioSpin Group Shareholders in connection with the potential combination with the Bruker BioSpin Group.

(11)

As of December 31, 2007, Mr. D'Silva held options to purchase 20,250 shares of common stock, all of which are vested.

(12)

Mr. Emmerich joined the board of directors on May 16, 2007. This amount includes a $16,286 cash retainer and board meeting attendance fees totaling $6,000.

(13)

On August 1, 2007, Mr. Emmerich was awarded an option to purchase 3,000 shares of common stock for his service as a director. The grant date fair value of such award was $17,790. As of December 31, 2007, Mr. Emmerich held options to purchase 3,000 shares of common stock which vest ratably on each of August 1, 2008, August 1, 2009 and August 1, 2010.

(14)

Ms. Furlong joined the board of directors on May 16, 2007. This amount includes a $16,286 cash retainer, board meeting attendance fees totaling $6,000, and a $17,538 retainer as Chair of the Audit Committee.

(15)

As of December 31, 2007, both Ms. Furlong and Mr. Packer held an aggregate of 1,000 shares of restricted stock pursuant to grants made on August 1, 2007. These shares vest ratably on each of August 1, 2008, August 1, 2009 and August 1, 2010.

(16)

Includes a $26,000 annual cash retainer, board meeting attendance fees totaling $13,500, an $8,000 retainer as a member of the Compensation Committee, and an $80,000 fee for Mr. Kniss' service on the temporary special committee formed to represent the interests of the stockholders of Bruker BioSciences unaffiliated with the Bruker BioSpin Group Shareholders in connection with the potential combination with the Bruker BioSpin Group.

(17)

As of December 31, 2007, Mr. Kniss held options to purchase 25,750 shares of common stock, all of which are vested.

(18)

Includes a $26,000 annual cash retainer and board meeting attendance fees totaling $12,000.

(19)

On February 28, 2007, Mr. Laukien was awarded an option to purchase 6,000 shares of common stock for his service as a director. The grant date fair value of such award was $40,320. Also included is an option to purchase 6,000 shares of common stock earned by Mr. Laukien for his service in 2006 as a director and authorized by the Compensation Committee on January 5, 2006. The grant date fair value of the option awarded to Mr. Laukien on January 5, 2006 was $19,980. Due to administrative error the grant was never fully documented. As a result, a new grant was made to Mr. Laukien in January 2007. As of December 31, 2007, Mr. Laukien held options to purchase 15,060 shares of common stock, of which options to purchase 3,020 shares are vested. Options granted on January 24, 2007 to purchase 9,060 shares vest ratably on each of January 24, 2007, January 24, 2008 and January 24, 2009. Options granted on February 28, 2007 to purchase 6,000 shares vest ratably on each of February 28, 2008, February 28, 2009, and February 28, 2010.

(20)

Includes a $26,000 annual cash retainer, board meeting attendance fees totaling $13,500, a $13,000 retainer as Chair of the Compensation Committee and a $100,000 fee for Dr. Linton's service as Chair of the temporary special committee formed to represent the interests of the stockholders of Bruker BioSciences unaffiliated with the Bruker BioSpin Group Shareholders in connection with the potential combination with the Bruker BioSpin Group.

(21)

As of December 31, 2007, Dr. Linton held options to purchase 20,250 shares of common stock, all of which are vested.

(22)

Mr. Packer joined the board of directors on May 16, 2007. This amount includes a $16,286 cash retainer, board meeting attendance fees totaling $4,500, and a $11,274 retainer as a member of the Audit Committee.

(23)

Includes a $26,000 annual cash retainer and board meeting attendance fees totaling $13,500.

(24)

As of December 31, 2007, Mr. Stein held options to purchase 7,750 shares of common stock, all of which are vested. In addition, in May 2003 in connection with Mr. Stein's service as a board member, he was granted an option to purchase 2,500 shares of common stock, which options are fully vested and held by Nixon Peabody LLP.

(25)

Includes a $26,000 annual cash retainer and board meeting attendance fees totaling $13,500.

(26)

On February 28, 2007, Mr. Wangler was awarded an option to purchase 6,000 shares of common stock for his service as a director. The grant date fair value of such award was $40,320. As of December 31, 2007, Mr. Wangler held options to purchase 32,250 shares of common stock, of which options to purchase 22,230 shares are vested. Options granted on January 5, 2006 to purchase 6,000 shares vest ratably on each of January 5, 2007, January 5, 2008 and January 5, 2009. Options granted on February 28, 2007 to purchase 6,000 shares vest ratably on each of February 28, 2008, February 28, 2009, and February 28, 2010.

Components of Director Compensation

        Cash components forDuring 2010, directors other than the service of non-employeeemployee directors during 2007 wasand Dr. Tony Keller were paid cash compensation according to the following schedule:

        During 2007, William Linton, Collin D'Silva and Richard Kniss served as membersIn addition to the cash component of a temporary special committee of the board of directors established in August 2007 to represent the interests of the stockholders of the Company unaffiliated with the Laukien family in connection with the potential combination with the Bruker BioSpin Group. Under the terms of the Compensation and Indemnification Agreement entered into on December 3, 2007 by the members of the special committee and the Company, the Chair of the special committee, William Linton, received a $100,000 fee for his services as Chair of the special committee, and each of the remaining members of the special committee received an $80,000 fee for their services on the special committee.

        On February 28, 2007, the Company granted each non-employee director other than Mr. Stein, either an option to purchase 6,000 shares of common stock or 2,000 shares of restricted common stock. Based on differences in the tax treatment of awards of options and common stock, directors who are United States citizens are awarded shares of restricted stock, while directors who are not United States citizens receive grants in the form of options. The option and restricted stock grants vest in equal annual installments over three years on the anniversary of the grant date, beginning on February 28, 2008. Suchcompensation, share-based awards are made annually to non-employee directors as a component of their compensation. Additionally, on August 1, 2007, the Compensation Committee authorized equity grants to the three directors newly elected to the board at our 2007 Annual Meeting. The newly elected directors received either a grant of 1,000 shares of common stock or an option to purchase 3,000 shares of common stock.

On January 7, 2008,5, 2010, the Company granted each non-employee director, other than Mr. Richard Stein, an annual equity awards were granted to all non-employee directors able to hold such awards in their own name. Each such director was grantedaward consisting of an option to purchase 6,000 shares of common stock. The 20082010 option grants vest ratably in equal annual installments over three years on the anniversary of the grant date, beginning on January 7, 2009.

DIRECTOR NOMINATIONS
5, 2011. On January 5, 2011, annual equity awards were granted to all non-employee directors other than Mr. Stein. The 2011 grants to non-employee directors again consisted of an option to purchase 6,000 shares of common stock. The 2011 grants vest ratably in annual installments over three years on the anniversary of the grant date, beginning on January 5, 2012.

        The Company does not have a nominating committee, based on a board determination that full board participation inDr. Wolf-Dieter Emmerich, Ms. Brenda Furlong, Dr. Tony Keller, Dr. Frank Laukien, Mr. Joerg Laukien, and Mr. Charles F. Wagner, Jr. also serve as members of the nominations process would foster improved corporate governance. On March 3, 2004, the Company adopted a policy by board resolution governing the nomination of directors, according to which the full board of directors approves all nomineesof Bruker Energy & Supercon Technologies, Inc. ("BEST"), a wholly-owned subsidiary of the Company. As non-employee directors of BEST, Dr. Emmerich, Ms. Furlong and Mr. Wagner are each entitled to receive $15,000 as an annual retainer, payable in four equal quarterly installments per annum, as well as meeting fees of $1,000 per meeting attended. Dr. Emmerich receives additional compensation of $7,500 per year for service as chair of the Compensation Committee of the BEST board membership.of directors. For his service as a BEST director and chair of the BEST Compensation Committee, which began in March 2010, Dr. Emmerich received a pro-rated portion of the 2010 annual retainer and Compensation Committee compensation. Ms. Furlong receives additional compensation of $15,000 per year for service as chair of the Audit Committee of the BEST board of directors. Mr. Wagner receives additional compensation of $10,000 per year for service on the Audit Committee of the BEST board of directors. For his service as a BEST director and member of the BEST Audit Committee, which began in June 2010, Mr. Wagner received a pro-rated portion of the 2010 annual retainer and Audit Committee compensation. In some cases, one or more board members may screen potential nominees before presenting themApril 2010, Dr. Emmerich was granted options to purchase 10,000 shares of BEST common stock upon his election to the full board for consideration. In all cases, a majorityBEST board. Additionally, as newly-appointed chair of the Company's independent directors must approveBEST Compensation Committee, in July 2010 Dr. Emmerich received options to purchase an additional 5,000 shares of BEST common stock. Mr. Wagner was also granted options to purchase 10,000 shares of BEST common stock in July 2010 in connection with his election to the nominees. BEST board.

The qualifications of recommended candidates will be reviewed by at least a majority2010 BEST option grants vest ratably in annual installments over three years on the anniversary of the independentgrant date, beginning in 2011.

        The following table provides information concerning the compensation paid by us to each of our non-employee directors for the fiscal year ended December 31, 2010. The compensation received by Dr. Frank Laukien, our President and Chief Executive Officer, is shown in the 2010 Summary Compensation Table on page 31 of this proxy statement. The compensation paid to each of Dr. Dirk Laukien and Mr. Joerg Laukien as employees of the Company, as well as to Dr. Keller for his service to the full boardBruker BioSpin Group, is described under the heading "Transactions with Related Persons" beginning on page 34 of directors. Stockholdersthis proxy statement.

2010 Director Compensation Table

        The process followed by the board and independent directors to identify and evaluate potential candidates includes requests to board members and others for recommendations, meetings from time to time to evaluate biographical information and background material relating to potential candidates and interviews of selected candidates by independent directors and the board. The independent directors and the board are authorized to retain advisers and consultants and to compensate them for their services. The independent directors and the board did not retain any such advisers or consultants for this purpose during fiscal year 2007.

        In considering whether to recommend any candidate for inclusion in the board's slate of recommended director nominees, the board and the independent directors apply the criteria which are set forth in a resolution of the board approved and adopted on March 3, 2004.

        These criteria include, but are not limited to, the following:

•

experience in aspects of business or technology relevant to the Company's business;



•

sufficient time available to devote to the affairs of the Company;



•

character and integrity;



•

ability to represent the best interests of stockholders as a whole rather than special interest groups;



•

willingness to participate actively as a board member; and



•

communication, decision-making and interpersonal skills.

        The board and the independent directors may also consider the following for some of the director nominees:

•

experience serving as a director of a public company;



•

familiarity with corporate governance issues;



•

independence, as determined in accordance with SEC rules and regulations and NASDAQ listing standards;



•

experience in running a comparable company or division of a comparable company;



•

insight into the Company, its strategy, business model, operations, and financials;



•

knowledge of industry trends and markets; and



•

qualification as an "audit committee financial expert" to serve on the Audit Committee in accordance with SEC and NASDAQ definitions.

        The board and the independent directors do not assign specific weights to particular criteria and no particular criterion is necessarily applicable to all prospective nominees. We believe that the backgrounds and qualifications of the directors, considered as a group, should provide a significant composite mix of experience, knowledge and abilities that will allow the board to fulfill its responsibilities.

        Although the Company does not have a specific policy with respect to the nomination of directors by stockholders, the Company will consider nominations made by stockholders. The Company believes that it is not necessary to have a policy for director nominations by stockholders because the board of directors, including the independent directors, is able to effectively locate and evaluate potential candidates for nomination to the board of directors due to the directors' intimate knowledge of the Company and the life science industry. However, stockholders may communicate directly with the board of directors by written communication submitted to Richard M. Stein at the address set forth below under "Stockholder Communications." Mr. Stein shall be primarily responsible for monitoring

the communications and providing summaries or copies of such communications to the board of directors as he deems appropriate, and, as described below, will submit communications to the board of directors relating to corporate governance matters and long-term corporate strategy. Stockholders may use this process to suggest potential nominations to the board of directors. Such suggested nominations shall be forwarded to the board of directors and the proposed candidates shall be evaluated using substantially the same process and applying the same criteria as used and applied in evaluating candidates submitted by board members. Nominations must be received by the Company within the timeframe set forth below under "Time for Submission of Stockholder Proposals."

        At the 2008 Annual Meeting, stockholders will be asked to consider the election of Stephen W. Fesik and the re-election of Collin J. D'Silva, Dirk D. Laukien, Richard M. Stein and Bernhard Wangler, all of whom are standing for election following a recommendation for nomination by the full board of directors, including the approval of a majority of the Company's independent directors. Stephen W. Fesik was initially recommended by our Chief Executive Officer, was interviewed by various independent directors and was unanimously approved by our independent directors.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

        The following table sets forth certain information regarding beneficial ownership of the Company's common stock as of March 31, 2008April 5, 2011 by (i) by each person who is known by the Company to own beneficially more than 5% of the Company's common stock, (ii) by each of our directors, (iii) by each named executive officer of the Company, as defined in "Summary of Executive Compensation," and (iv) by all directors and executive officers who served as directors or named executive officers as of March 31, 2008April 5, 2011 as a group. Unless otherwise noted, the address of each beneficial owner is c/o Bruker Corporation, 40 Manning Road, Billerica, Massachusetts 01821.

EXECUTIVE OFFICERS

        As of March 31, 2008, ourThe Company's executive officers are as follows:are:

        Our executive officers are elected by the board of directors and serve until their successors have been duly elected and qualified. Set forth below isOur board of directors has determined that the biographical information for our non-directorCompany has no other executive officers.officers as of the date of this proxy statement and had no other executive officers during the fiscal year ended December 31, 2010. For biographical information relatedrelating to Drs.Dr. Frank H. Laukien and Dirk D. Laukien, who each serveserves as both an executive officer and a director of the Company, please see "Certain Information Regarding Directors and Nominees" above. Biographical information relating to our non-director executive officers is presented below.

        William J. Knight.    In November 2009, Mr. Knight joinedwas appointed Chief Operating Officer of the Company effective February 1, 2010. Prior to assuming his current role, Mr. Knight served as the Chief Financial Officer from October 2004 until February 2010 and as Treasurer infrom October 2004. Before joining the Company,2004 to March 2009. Mr. Knight served as Chief Financial Officer of Anika Therapeutics, Inc., a provider of therapeutic products, from 2002 to 2004. He also served as Chief Financial Officer of Zycos, Inc., a developer of DNA-based therapeutic products, from 2000 to 2002, and as Chief Financial Officer of NMT Medical, Inc., a provider of cardiovascular and neurological medical devices, from 1998 to 2000. Mr. Knight is a Certified Public Accountant. HeAccountant and holds a B.B.AB.B.A. in Accounting from the University of Wisconsin.

        Brian P. Monahan.    In November 2009, Mr. Monahan has been the Corporate Controllerwas appointed Chief Financial Officer of the Company since April 2004.effective February 1, 2010. From July 2004 through January 2005,March 2009 until assuming his role as Chief Financial Officer, Mr. Monahan served as Chief Accounting Officer and Vice President of Finance. Mr. Monahan joined the AssistantCompany in April 2004 as Corporate Controller and was appointed Chief Accounting Officer and Vice President of Finance for Bruker Daltonics.in March 2009. In January 2005addition to his corporate responsibilities, Mr. Monahan was namedhas served in various financial and operational roles at the Vice President of Finance forCompany's Bruker Daltonics and in November 2006, he was named Executive Vice President of Bruker

Daltonics.division. Before joining the Company, Mr. Monahan served as the Manager of Accounting and Financial Reporting at Fisher Scientific International, Inc., a provider of products and services to the scientific research and clinical laboratory markets, from December 2002 through April 2004 and as an audit manager for PricewaterhouseCoopers LLP where he was employed from July 1999 through December 2002. Mr. Monahan is a Certified Public Accountant and holds a B.S. in Accounting from the University of Massachusetts.

COMPENSATION DISCUSSION AND ANALYSIS

Executive Overview

        Our company's executive compensation program is administereddesigned to attract, motivate and retain the individuals that lead the Company. Our approach to compensation for our executive officers targets a mix of competitive salaries, performance-based cash incentive awards linked to corporate and individual objectives and long-term equity incentive awards. We believe that our compensation policies and practices are effectively designed to motivate and reward performance, and that the mix of compensation elements creates incentives that are closely aligned with increasing shareholder value.

        Our performance in fiscal year 2010 was strong, as our year-over-year revenue grew by 17% to $1.3 billion and our stock price increased approximately 38%. Despite continuing uncertainty in the global economic environment throughout much of 2010, we realized solid improvements in key

measures such as gross profit margin and operating income and our earnings per share grew by approximately 18%. During the year we also completed several strategically important acquisitions that offered opportunities to enhance our product portfolio and expand our market reach, and we made significant progress toward integrating the acquired businesses.

        Highlighted below are some of the key actions and decisions with respect to our executive compensation programs for fiscal year 2010, as approved by the Compensation Committee:

•

Salaries.  Due to the uncertainty of the economic climate, certain members of our management team, including each of the current executive officers, had voluntarily accepted temporary salary reductions for fiscal 2009 ranging from 10% to 25% of their respective 2008 base salary. For the fiscal year ended December 31, 2010, the Compensation Committee restored our Chief Executive Officer's base salary to the level it had been in 2008 prior to his accepting a 25% voluntary reduction for fiscal 2009. Salaries for our Chief Operating Officer and our Chief Financial Officers were maintained at the levels set by the Compensation Committee in November of the board2009 upon their promotions to their respective positions.



•

Performance-Based Cash Incentive Awards and Payouts.  Consistent with our pay-for-performance philosophy, a significant portion of directors. Pursuantour executive officers' total compensation potential for fiscal year 2010 was linked to the authority delegated by the boardachievement of directors,corporate and individual quantitative and qualitative goals.



•

As with past years, the Compensation Committee overseesestablished specific fiscal year 2010 quantitative and qualitative goals for each executive officer. For fiscal years beginning with 2010, however, the Compensation Committee revised the Company's methodology for determining the amounts to be awarded to our company's stock option plan, determines the chief executive officer's salary, bonus, and equity-based compensation, oversees the executive compensation program for our othernamed executive officers including reviewingbased on annual quantitative and approvingqualitative performance goals in order to more closely align bonus potential with actual performance. Under the overall valuesrevised methodology, the payment for cash incentive bonuses linked to the achievement of pre-established quantitative performance goals is calculated based on percentage achievement of the quantitative target goal, with no threshold or maximum. Payments for full or partial achievement of qualitative goals are made in a range of 50% to 100%, based on the Compensation Committee's determination of the level of achievement with respect to each qualitative goal.



•

For fiscal years 2010 through 2012, the Compensation Committee determined that quantitative targets related to revenue growth, gross margin improvement, operating margin improvement, earnings per share and formsworking capital management are an appropriate mix of compensationtargets for measuring our executive officers' contributions to achieving the Company's strategic goals. For each of the years 2010, 2011 and 2012, performance of our executive officers listed in the 2007 Summary Compensation Table below (the "Named Executive Officers") as well asis to be measured against our business plan goals for otherthese key metrics, with specific target levels to be established annually.



•

Annual cash incentive awards for fiscal 2010 rewarded our executive officers for exceeding our financial goals. Our executive officers received 147% of their 2010 quantitative bonus targets based on our company, reviews general policy matters relating to compensation and employee benefits and makes recommendations concerning these mattersactual performance relative to the boardtarget levels. In addition, our executive officers earned varying amounts based on their relative levels of directors.

achievement with respect to their individual qualitative bonus goals.



•

As named executive officers assume greater responsibility, a larger portion of their total cash compensation is designed to and does become dependent on Company and individual performance. For example, for fiscal 2010, amounts earned by our Chief Executive Officer based upon achievement of corporate financial goals and individual qualitative goals represented 59% of his total 2010 cash compensation.

•

Long-Term Incentive Awards.  Upon consideration of a variety of factors, including our stock price, outstanding equity awards, and substantial equity awards in 2009 to our Chief Operating Officer and Chief Financial Officer, the Compensation Committee did not grant equity awards to our executive officers in 2010.

Executive Compensation Philosophy

        Our key objectives in structuring and determining executive compensation are to:

•

attract and retain qualified executive officers;



•

motivate existing officers to perform;



•

reward outstanding corporate performance;



•

align compensation with Bruker Corporation annual and long-term performance goals;



•

enhance our profitability; and



•

maximize stockholder value.

        Our company achievesTo achieve these objectives, throughwe have embraced a compensation philosophy that seeks to align compensation with our strategic objectives and reward our Named Executive Officersexecutive officers for meeting certain performance goals. Executive compensation is based in part on a pay-for-performance philosophy, through annual incentive bonus awards which emphasizesemphasize both company and individual performance measures that correlate closely with the achievement of bothour short and long term performance objectives. To motivate our Named Executive Officers,executive officers, we focus on cash compensation in the form of salary and bonus, a portion of which is tied to the individual's performance, and we augment this cash compensation annually with equity grants. In structuring executive compensation, the Compensation Committee focuses on our goal of long-term enhancement of stockholder value through grants of equity incentive awards with extended vesting schedules.

Compensation Process and Methodology

        Our executive compensation program is administered by the Compensation Committee of the board of directors. The Compensation Committee oversees the Company's stock option plan, determines the chief executive officer's salary, bonus, and equity-based compensation, oversees the executive compensation program for our other executive officers, including reviewing and approving the overall values and forms of compensation for the named executive officers listed in the 2010 Summary Compensation Table included in this proxy statement as well as for other officers, reviews general policy matters relating to compensation and employee benefits and makes recommendations concerning these matters to the board of directors.

        The Compensation Committee annually assesses competitive market compensation for our executive officers using a variety of sources, including cash compensation data derived from an independent source, Salary.com's CompAnalyst Executive, for a reference group of publicly-traded companies in the same or similar industries. Although individual pay is driven largely by individual and corporate performance considerations, the Compensation Committee uses the reference group data as a "market check" to ensure that individual cash compensation levels remain reasonable and competitive. Although the companies in the reference group vary in terms of size, with some being significantly larger than us and others being significantly smaller than us, the Compensation Committee believes that a reference group consisting of competitors of various sizes provides useful insight for their consideration of compensation levels, including information about the range and median of competitive salaries and cash bonuses. Our management provides input on companies considered for inclusion in the reference group, but the Compensation Committee makes the final determination as to the reference group selection. The companies that are included in the reference group are reviewed

annually by management and the Compensation Committee and can change from year to year as market conditions warrant.

        For the fiscal year ended December 31, 2010, the reference group selected by the Compensation Committee for evaluating the recommended base pay and annual incentive bonus targets of our Chief Executive Officer and Chief Financial Officer included:

        The Compensation Committee considered market capitalization and revenue, in addition to certain qualitative factors, to be appropriate for evaluating the competitiveness of potential cash compensation, including the target level of cash incentive bonuses, of our executive officers' compensation relative to the compensation of executives in similar functions at these companies. In general, the Compensation Committee considered the median compensation levels of the companies in the reference group to be appropriate competitive comparisons, in light of our relative market position. The following compares the Company to the selected reference group for these key metrics and compares the potential cash compensation, including the target level of cash incentive bonuses, of our Chief Executive Officer and Chief Financial Officer to the median cash compensation of comparable executives in the reference group (dollars in billions, except total cash compensation):

        The Compensation Committee selected a broader group of companies, primarily in the fields of healthcare and biotechnology, as a reference group for reviewing potential cash compensation, including the target level of the cash incentive bonus, of the Chief Operating Officer. The Compensation Committee believed that an expanded group was useful because many of the companies in the Chief Executive Officer and Chief Financial Officer reference group did not have chief operating officers. A broader reference group provided the Compensation Committee with additional data to assess the reasonableness and competitiveness of our Chief Operating Officers' salary and target cash incentive bonus compensation.

        For the fiscal year ended December 31, 2010, the reference group selected by the Compensation Committee for evaluating the base pay and annual incentive bonus target of the Chief Operating Officer included:

        In assessing and approving the recommended compensation potential of our Chief Operating Officer, the Compensation Committee considered the compensation levels of chief operating officers within companies in the reference group in light of our relative market position, including the fact that a number of the companies in the reference group were considerably smaller in terms of market capitalization. The following compares the Company to the selected reference group for these key metrics and compares the potential cash compensation, including the target level of cash incentive bonus, of our Chief Operating Officer to the median cash compensation of comparable executives in the reference group (dollars in billions, except total cash compensation):

Role of Management

        The Chief Executive Officer is responsible for making recommendations to the Compensation Committee for our company-wide performance goals and the bonus goals and weightings for the Chief Operating Officer and the Chief Financial Officer. The Chief Executive Officer is also responsible for developing and providing a proposal to the Compensation Committee for his own bonus plan and target levels. The Compensation Committee reviews the recommendations of the Chief Executive Officer and determines the final bonus structure and goals for each of these executive officers, including threshold and target bonus levels. After the close of the fiscal year, the Chief Executive Officer provides the Compensation Committee with his assessment of the performance of the Chief Operating Officer and the Chief Financial Officer against their respective bonus goals and proposed bonus payout. When determining the bonus payout for the executive officers, the Compensation Committee, while considering the recommendations of the Chief Executive Officer, makes the final determination based on its assessment of the executive officer's performance relative to the performance-based goals. The determination of the bonus earned is generally made within the first quarter after the end of the fiscal year, allowing time to assess the achievement of the bonus goals. On occasion, additional bonuses in excess of those calculated to have been earned have been awarded by the Compensation Committee in recognition of exceptional individual performance or contributions to company performance.

Components of Executive Compensation

        Compensation is comprisedTotal compensation consists of cash compensation in the form of annual base salary and annual incentive bonus awards, as well as long-term incentive compensation in the form of stock option and restricted stock grants.

        The Compensation Committee considers cash compensation data derived from an independent source, Salary.com's CompAnalyst Executive, for a peer group of publicly-traded companies. We selected companies that we consider to be in same or similar industries, broadly similar in revenues and

market capitalization, or similar in growth and performance potential. Our management provides input on the peer group, but the Compensation Committee has the final determination of the group. The companies that are included in the peer group are reviewed annually by management and the Compensation Committee and can change from year to year as market conditions warrant. The peer group used by the Compensation Committee for evaluating annual base salary and annual incentive bonus awards is currently comprised of the following:

        The following tables compare the Company to the selected peer group for certain key metrics. The Compensation Committee considers these quantitative factors, in addition to certain qualitative factors, in assessing the appropriateness of these companies for compensation comparison purposes.

Market Capitalization as of January 1, 2007
(in billions)

Revenues for the Most Recently Completed Fiscal Year
(in millions)

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(1)

The results of Bruker Corporation do not include the results of the Bruker BioSpin Group, which was acquired on February 26, 2008, but only the standalone Bruker Corporation, as it legally existed on December 31, 2007.

(2)

Revenues for the year ended December 31, 2007.



(3)

Revenues for the year ended December 30, 2007.



(4)

Revenues for the year ended October 31, 2007.



(5)

Revenues for the year ended September 30, 2007.



(6)

Revenues for the year ended September 28, 2007.



(7)

Revenues for the year ended June 30, 2007.

Growth Rate for the Most Recently Completed Three Year Period

Net Income as a Percentage of Revenue for the Most Recently Completed Fiscal Year

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(1)

The results of Bruker Corporation do not include the results of the Bruker BioSpin Group, which was acquired on February 26, 2008, but only the standalone Bruker Corporation, as it legally existed on December 31, 2007.



(2)

Revenues for the year ended December 31, 2007.



(3)

Revenues for the year ended December 30, 2007.



(4)

Revenues for the year ended October 31, 2007.



(5)

Revenues for the year ended September 30, 2007.



(6)

Revenues for the year ended September 28, 2007.



(7)

Revenues for the year ended June 30, 2007.

        Given our size and financial performance relative to the peer group, the Compensation Committee typically sets salary and target bonus compensation at a level not to exceed the median of the peer group.

        Annual Base Salary.    Base salaries are determined based on a variety of factors, including officers'each officer's levels of responsibility, experience and potential, and a comparison of salaries paid to peers within the Company and to those with similar roles at other companies. Base salaries are set at levels that the Compensation Committee believes willare reasonably competitive to allow our Companyus to attract and retain qualified managers who will enable our company to deliver on its business goals.managers.

        Base salaries are reviewed annually and may be adjusted after considering the various factors described above. The Chief Executive Officer makes base salary recommendations to the Compensation Committee for base salaries forthe Chief Operating Officer and the Chief Financial Officer and the Senior Vice President.Officer. When setting the base salaries of these executive officers, the Compensation Committee, while considering the recommendations of the Chief Executive Officer, makes the final determination based on the factors listed above and the executive officer's performance during the previous year. The Compensation Committee also evaluates the performance of and sets the salary for the Chief Executive Officer.

        Annual Cash Incentive Awards.    Annual incentive awards in the form of performance-based cash incentive bonuses for the Chief Executive Officer and our other executive officers are based upon management's success in meeting our financial and strategic goals. Typically, specific criteria for these bonuses have been determined based on a combination of qualitative and quantitative measures the details of which are established each year.year by the Compensation Committee after consultation with management. The specific individual goals vary for each executive based on histheir responsibilities and role within our company and may include financial or strategic measures, including, among others, revenue growth, gross profit and operating profit margin improvement, working capital ratio improvements, achieving return on invested capital goals, meeting earnings per share targets, identifying and developing new product and market opportunities and furthering or achieving other strategic initiatives. The individual goals are intended to reward performance which results in our companyCompany meeting or exceeding its financial goals. These cash

        The Compensation Committee also considers the mix of performance goals in order to balance the incentives created to mitigate risks that may be associated with a particular performance goal. In 2010, for example, the executive officers' revenue target goal was combined with gross profit margin improvement, operating margin improvement, working capital and earnings per share goals that emphasized cost reduction as well as top-line performance. Cash incentive bonus awards reflect both the individual's performance compared with his performance goals for the year and the overall performance of our company.

        Performance ranges are established for each goal. The range of the performance goals and associated cash incentive opportunities are expressed in the form of a threshold, representing the minimum criteria for earning a bonus payment, and a target, representing the level at which 100% of the bonus would be earned. In order to provide additional motivation to the executive officers, and to reward outstanding corporate performance, the Compensation Committee does not set a maximum amount that can be earned in the event that the executive officers exceed their targets in the performance- based incentive plans. The Compensation Committee may, in their discretion, award cash incentive bonuses above the target level in the event individual or firm performance exceeds targeted levels.

        The Chief Executive Officer is responsible for making recommendations to the Compensation Committee for our company-wide performance goals and the bonus goals and weightings for the Chief Financial Officer and the Senior Vice President. The Chief Executive Officer is also responsible for developing and providing a proposal to the Compensation Committee for his own bonus plan and target levels. The Compensation Committee reviews the recommendations of the Chief Executive Officer and determines the final bonus structure and goals for each of these executive officers, including threshold and target bonus levels. After the close of the fiscal year, the Chief Executive Officer provides the Committee with his assessment of the performance of the Chief Financial Officer and the Senior Vice President against their respective bonus goals and proposed bonus payout. When determining the bonus payout for the executive officers, the Compensation Committee, while considering the recommendations of the Chief Executive Officer, makes the final determination based on the executive officer's performance, and that of the department which he led during the year relative to the performance-based goals. The determination of the bonus earned is generally made

within the first two months after the end of the fiscal year, allowing time to assess the achievement of the bonus goals. On occasion, additional bonuses in excess of those calculated to have been earned have been given by the Compensation Committee in recognition of exceptional performance. The Chief Financial Officer recommends performance and bonus goals for the Corporate Controller, including their respective weightings, and is responsible for making a recommendation to the Compensation Committee regarding the compensation of the Corporate Controller based on his assessment of the Corporate Controller's performance against these goals.

        As a specific set of performance goals and bonus targets for the Chief Executive Officer and Senior Vice President were not established for fiscal 2007, 2007 bonus awards to these executive officers were made at the discretion of the Compensation Committee based upon its review of our company's 2007 performance. For the Chief Financial Officer and Corporate Controller, the specific performance goals established by the Compensation Committee for 2007 are described under the heading "Other Named Executive Officer Compensation" on pages 22, 23 and 24 of this proxy statement. Annual incentive awards are typically determined in the first quarter following the close of the fiscal year. The level of awards for fiscal 2007 was determined by the Compensation Committee in March 2008. For 2007, 70% of the bonus potential for the Chief Financial Officer was based on the achievement of company-wide goals and 30% of the bonus potential was based on the achievement of individual goals. For 2007, 60% of the bonus potential for the Corporate Controller was based on the achievement of company-wide goals and 40% of the bonus potential was based on the achievement of individual goals.

        Long-Term Incentives.    Equity incentive compensation in the form of stock options and restricted stock is designed to provide long-term incentives to executive officers and other employees, to encourage the executive officers and other employees to remain with us and to enable recipients to develop and maintain a long-term stock ownership position in the common stock, which in turn motivates the recipient to focus on long-term enhancement in stockholder value. Our Amended and Restated 2000 Stock OptionThe Company's 2010 Incentive Compensation Plan administered by the Compensation Committee, is the vehicle used for the grantinggrants of stock options and restricted stock. Priorstock to 2005, incentive stock optionsour executive officers and non-qualified stock options were the only form of equity compensation granted. The Board and the Compensation Committee selected this form of equity compensation because it aligned the interests of employees to those of the stockholders and also because of accounting and tax treatments of such awards. Beginning in 2006, the accounting treatment for stock options changed as a result of Statement of Financial Accounting Standards No. 123(R) and, in 2006, the Compensation Committee began granting U.S. employees shares of restricted stock as well as options.other employees. Company management evaluates the efficacy of our long-term incentive compensation on an ongoing basis, and may from time to time provide input and recommendations to the Compensation Committee with regard to the optimal form and extent of equity incentives to be granted to employees, including the Named Executive Officers. In 2007, the Company awarded stock options to certain of its employees and executive officers as long-term incentive compensation.officers.

        While generally granted on an annual basis, all options and restricted stock grants are discretionary and may be granted by the Compensation Committee at any time. Our company doeshas not embrace adopted

performance-vesting, meaning that individual vesting is not based upon the achievement of any specific goals or objectives. The Compensation Committee does, however, consider the individual and company'sCompany's performance in determining the total and individual equity awards. The Compensation Committee has determined that equity compensation awards to executives and all other employees should be based upon the economic value of the grant award and should be considered part of the overall compensation package.package in determining award levels. In making specific grants to executives, the Compensation Committee evaluates each executive officer's total equity compensation package. The Compensation Committee generally reviews the option and restricted stock holdings of each of the executive officers as well, including vesting and exercise price and the then current value of such options or restricted stock. We consider

long-term equity compensation to be an integral part of a competitive executive compensation package as a way to reinforce the individual's commitment to the Company and an important mechanism to align the interests of management with those of our stockholders. Annual grants are generally made in the first or second quarter of each year. In 2010, however, the Company did not award stock options to the named executive officers.

Chief Executive OfficerMix of Compensation

        In accordance with our pay-for-performance philosophy, and to align the interests of the Chief Executive Officer with our shareholders, approximately 50% of the Chief Executive Officer'sshort-term cash incentive compensation is at risk through short-term and long-term incentive programs. This at-risk component includes the annual cash and long-term equity incentive awards which are withinintended to be a significant portion of overall compensation, with this at-risk component increasing as a percentage of overall compensation potential as the discretionofficer's responsibility increases. For example, in 2010 over 50% of the Compensation Committee.our Chief Executive Officer's potential cash compensation, and approximately 30% of each of our other named executive officers' potential cash compensation, was at risk through short-term cash incentive programs.

        AnnualFiscal 2010 Base Salary.Salaries    Dr. Frank Laukien's base salary, which is subject to annual review and increase

        Base salaries of our executive officers are reviewed annually by the Compensation Committee was $306,000 forand may be adjusted to reflect competitive conditions or individual performance. In 2007, the year ended December 31, 2007,Compensation Committee reviewed peer group salary information and determined that the salaries of the Company's executive officers were each below the median of their peer group comparables. The Compensation Committee therefore approved management's recommendation to phase in base salary increases over a 4.0% increase comparedmulti-year period commencing in 2008 to raise, as appropriate, each executive officers' salary component of compensation to a more competitive level relative to the peer group. For 2009, however, as part of a series of cost-reduction initiatives in a deteriorating global economic environment, certain members of our management team, including each of the current executive officers, voluntarily accepted temporary salary reductions ranging from 10% to 25% of their respective 2008 base salary.

        For 2010, the Compensation Committee restored Dr. Laukien's base salary of $295,000to $425,000, the level it had been prior to his volunteering a 25% salary reduction for the year ended December 31, 2006.2009. Consistent with our pay-for-performance philosophy, Frank Laukien's base salaries for 2007 and 2006 were below the median of the defined peer group. The Compensation Committee has determined FrankDr. Laukien's base salary for 2008 to be $425,000, reflecting the increased responsibilities he will have due to the acquisition of the Bruker BioSpin Group. While this is a 39% increase compared to a base salary of $306,000 for the year ended December 31, 2007, this base salary is stillremains below the median salary of Chief Executive Officers withinof the defined peer group.selected reference group and represents less than half of his potential total cash compensation.

        In November 2009, upon being promoted to their current positions, Mr. Knight, our Chief Operating Officer, and Mr. Monahan, our Chief Financial Officer, were awarded base salary increases of approximately 23% and 53%, respectively, or approximately 21% and 49%, respectively, above their salaries prior to accepting a 10% voluntary salary reduction for 2009. The Compensation Committee determined that the adjusted salary levels of $355,000 for Mr. Knight and $275,000 for Mr. Monahan were appropriate in light of their increased responsibilities and the Committee's assessment of competitive market conditions for individuals with similar experience serving in similar positions. The salaries of Mr. Knight and Mr. Monahan remained at these adjusted levels throughout 2010.

        Annual Cash Incentive Award.    The amountPlans and Review of Frank Laukien's bonus is determined annually byFiscal 2010 Performance

        Following a review in 2009 of the Compensation Committee. As a specific set of performance goalsCompany's cash incentive plan metrics and bonus threshold and target levels for the Chief Executive Officer were not established for fiscal 2007, Frank Laukien's 2007 bonus award was made at the discretion ofstructure, the Compensation Committee in connection with its review ofrevised the Company's methodology for determining the amounts to be awarded to our company's 2007 performance. Frank Laukien's bonus fornamed executive officers based on annual quantitative and qualitative performance goals. Under the fiscal year ended December 31, 2007 was determinedmethodology adopted by the Compensation Committee for years beginning with 2010, the payment for cash incentive bonuses linked to the achievement of pre-established quantitative performance goals will be $200,000calculated based upon his outstanding performance, particularly in connection with the acquisitionon percentage achievement of the Bruker BioSpin Group. Frank Laukien'squantitative target bonus pool was $150,000goal, with no threshold or maximum. In cases where an individual quantitative goal improvement metric is less than 1%, the payout for 2006. The formula for determining the amount of Frank Laukien's bonus for 2006 included a mix of quantitative factors, which represented 70% of his bonus potential, and qualitative factors, which represented 30% of his bonus potential. Quantitative factors primarily included revenue growth, gross profit margin improvement, achieving an increase in earnings per share and reducing the working capital ratio. Qualitative factors included, among other things, developing the senior management teams of the Company, Bruker AXS and Bruker Daltonics, implementing a formal review process for our senior management, identifying and developing new market and new product opportunities, and developing and implementing a three-year strategic plan for the Company. Frank Laukien's bonus for the fiscal year ended December 31, 2006 was determined by the Compensation Committee to be $250,000, including 100% of the $150,000 target amount based on Frank Laukien's achievement of target objectives,that goal will be 100% up to a full 1.0% improvement, and an additional $100,000pro-rata for outstanding performanceachievement in excess of plan. The Compensation Committee has determined Frank Laukien's target bonus pool to1.0%. If the less than 1% goal is not achieved, then for each 0.1% shortfall the payment will be $550,000reduced by 10%. For example, for 2008. The Compensation Committee is still reviewing the respective weightinga goal of 0.5% improvement in operating margin, achievement of a 0.8% improvement would result in a 100% payment of the quantitativetarget with respect to that goal, achievement of a 1.1% improvement would result in a 110% payment of the target with respect to that goal and achievement of a 0.4% improvement would result in a 90% payment of the target with respect to that goal. Payments for qualitative factors usedgoals will be made in a range of 50% to determine bonus compensation and what these factors will be. The Compensation Committee set Frank Laukien's bonus threshold at 80% for 2008, meaning that Frank Laukien will not be awarded a cash incentive bonus for 2008100%, with 50% of the target amount payable if the Compensation Committee determines that he doesa qualitative goal was partially achieved, 75% of the target amount payable if the Compensation Committee determines that a qualitative goal was substantially achieved and 100% of the target amount payable if the Compensation Committee determines that a qualitative goal was fully achieved. For example, if an executive officer achieves 30% of a quantitative performance goal then the 2010 cash incentive bonus will include an amount equal to 30% of the target amount allocated to that goal. If the Compensation Committee determines that the executive officer has made substantial progress toward achieving a qualitative performance goal, the cash incentive bonus payment will include an amount equal to 75% of the target amount allocated to that goal. In order to provide additional motivation to the executive officers, and to reward outstanding corporate performance, the Compensation Committee has not achieveset a maximum amount that can be earned in the event that the executive officers exceed their quantitative goals in the performance-based incentive plans. Bonus awards linked to individual qualitative goals, however, are to be limited to 100% of the target bonus amount allocated to each of those goals. The Compensation Committee may, in their discretion, award cash incentive bonuses above the target level in the event it determines that an executive officer has delivered exceptional performance.

2010 – 2012 Cash Incentive Plans

        The Company believes that revenue growth and enhanced operating efficiency are critical to our success and will be key drivers of delivering value to our shareholders. The Compensation Committee has determined that the quantitative incentive targets set forth below, effective for 2010 through 2012, provide balanced incentives and are an appropriate mix of targets for measuring our executive officers' contributions to achieving the Company's strategic goals. For each of the years 2010, 2011 and 2012, performance of our executive officers is to be measured against our business plan goals for these key metrics. Quantitative factors will continue to provide 70% of total cash incentive compensation potential, with the remaining 30% allocated to individual qualitative factors to be established by the Compensation Committee annually after consultation with management.

Fiscal 2010 Targets and Performance

        Specific 2010 cash incentive targets, performance goals and weightings established by the Compensation Committee to measure and reward the performance of the named executive officers were as follows:

        The Compensation Committee set Dr. Laukien's 2010 target bonus at least 80%$550,000, unchanged from the 2009 target level. Dr. Laukien's target bonus level was maintained at the prior year level based on the Compensation Committee's determination that the target amount continued to provide an appropriate cash incentive relative to his base salary and total compensation mix. Mr. Knight's bonus target for 2010 was set at $150,000, a 7% increase over the 2009 target level of $140,000. Mr. Monahan's bonus target for 2010 was set at $125,000, a 25% increase over his 2009 bonus target of $100,000. In recommending the increase in Mr. Monahan's bonus target levels for 2010, the Chief Executive Officer considered compensation paid to chief financial officers in our reference group as well as employees in comparable positions at the Company's subsidiaries. Based on that review, the Chief Executive Officer and the Compensation Committee determined that Mr. Monahan's aggregate cash compensation potential remained below the reference group median and that it should be increased to a level more comparable to the median of the comparison group, with greater emphasis placed on the at-risk component.

2010 Quantitative Goals:
(70% of Target Bonus Potential)

        Based on our financial results for 2010, the Company exceeded four of the five quantitative goals, including goals relating to revenue, gross profit margin improvement, operating margin improvement and earnings per share. As shown in the tables above under the heading "2010 Quantitative Goals," these four goals together represented 50% of each executive officer's cash incentive bonus potential. However, the Company only achieved 50% of the targeted improvement in the Company's working capital ratio, which accounted for 20% of each executive officer's cash incentive bonus potential. The Compensation Committee determined that the portion of bonus targets linked to the quantitative goals would be included in bonus awards at levels commensurate to our performance relative to each of those goals. Accordingly, the Compensation Committee approved awards totaling 156% of cash incentive targets linked to quantitative goals to each of Dr. Frank Laukien, Mr. Knight and Mr. Monahan for relative achievement of the combined Company-wide quantitative financial performance goals in 2010. Total cash incentive bonus payments to our executive officers for 2010 also included amounts awarded for achievement of the following individual qualitative goals.

2010 Individual Qualitative Goals:
(30% of Target Bonus Potential)

        In determining the amount of each named executive officer's total bonus award for 2010, the Compensation Committee also evaluated the officer's performance against his individual qualitative goals.

        The Compensation Committee considered Dr. Laukien's achievements in meeting his organizational development goals related to the development and transition of certain key senior managers and determined that Dr. Laukien should be awarded 100% of his target bonus linked to this goal. The Compensation Committee also considered progress made with respect to various strategic operational and financial initiatives and determined that Dr. Laukien should be awarded 67% of the target bonus associated with that goal. In recognition of his performance goals.

        Long-Term Incentives.    During 2007 and 2006, Frank Laukien was granted optionsrelative to purchase 100,000 shares of our common stock and 33,250 shares of our restricted common stock, respectively, under the Amended and Restated 2000 Stock Option Plan. The options granted to Frank Laukien on August 1, 2007 vest annually over four years and are exercisable upon vesting at $8.75 per share, which

is equal to 110% of the closing market price of our common stock on the date of the grant. The shares granted in 2006 to Frank Laukien vest annually over five years, with twenty percent vesting each year on the anniversary of the grant. Through his ownership of our common stock and options to purchase common stock, Frank Laukien's pecuniary interests are closely aligned with those of our stockholders.

Other Named Executive Officer Compensation

        In determining base salaries and annual cash incentive award targets for calendar year 2007,these individual qualitative performance goals, the Compensation Committee made subjective judgmentsawarded Dr. Laukien, in aggregate, 83% of each named officer's position, experience, responsibilitiesthe portion of his target cash incentive bonus attributable to qualitative goals, or $137,500. For 2010, including both quantitative and performance.qualitative factors, Dr. Laukien was awarded a total cash incentive bonus of $702,728, equal to approximately 128% of his total target cash incentive bonus. In addition, the Compensation Committee awarded Dr. Laukien an additional discretionary bonus of $50,000 for his role in the successful completion of two significant strategic acquisitions in 2010.

        The Compensation Committee considered Mr. Knight's achievements in meeting his organizational development goals related to the median base salarydevelopment of production and cash incentive awardlogistics and determined that Mr. Knight should be awarded 100% of his target bonus linked to this goal. The Compensation Committee also considered progress made with respect to various strategic operational and financial initiatives, including the development of an information technology roadmap and an operational review of the defined peer group. As a resultCompany's production sites and product lines and determined that Mr. Knight should be

awarded 88% of this analysis,the target bonus associated with those goals. In recognition of his performance relative to these individual qualitative performance goals, the Compensation Committee set annual base salaries andawarded Mr. Knight, in aggregate, 92% of the portion of his target cash incentive targets for each named officer at a level notbonus attributable to exceed the median of the peer group. Executive officers have the opportunity to receive total compensation awards exceeding the target levels by delivering outstanding performance in excess of thequalitative goals, set forth in their individual bonus plans.

William J. Knight

        Mr. Knight's base salary for 2007 was $260,000, a 4.0% increase over his base salary of $250,000 in 2006. Mr. Knight's 2007 bonus target was set at $85,000, a 42% increase over the 2006 bonus target of $60,000. In keeping with our emphasis on the incentive components of executive officer compensation, Mr. Knight's base salaries for 2007 and 2006 were established at levels below the median salaries of Chief Financial Officers of our peer group. The formula for determining the amount of Mr. Knight's bonus is set annually by the Compensation Committee and each year his performance and the Company's performance are measured against pre-established goals. The formula for determining the amount of Mr. Knight's bonus for the fiscal year ended December 31, 2007 is based on a mix ofor $41,250. For 2010, including both quantitative factors, which represent 70% of his bonus potential, and qualitative factors, which represent 30% of his bonus potential. Quantitative goals to be considered include achieving targeted revenue growth of 12.9% over 2006, improving year-over-year gross profit margin by 1.0%, achieving targeted earnings per share, before acquisition-related charges, of $0.30, and reducing the working capital ratio by 10% year-over-year. Qualitative factors to be considered primarily include continued development of the global financial organization, including the treasury and reporting functions, and completion of a comprehensive performance management process for all key global financial management employees. The Compensation Committee set Mr. Knight's 2007 bonus threshold at 60%, meaning that Mr. Knight would not bewas awarded a total cash incentive bonus if the Compensation Committee determined that he did not achieve at least 60%of $195,403, equal to approximately 130% of his performance goals.

        Mr. Knight's annualtotal target cash incentive award for the fiscal year ended December 31, 2007 has been determined by the Compensation Committee to be $85,000 based upon performance. 2007 revenue growth and earnings per share significantly exceeded target levels, offsetting below-target performance with respect to in gross profit margin improvement and working capital reduction. Mr. Knight fully achieved all qualitative goals established for 2007.bonus. In addition, the Compensation Committee awarded Mr. Knight an additional bonus of $50,000 based upon his work in connection with our new credit arrangement and the acquisition of the Bruker BioSpin Group. In the first quarter of 2007, Mr. Knight received a discretionary bonus of $10,000$20,000 for his workrole in connection withthe successful completion of two significant strategic acquisitions in 2010.

        The Compensation Committee considered Mr. Monahan's achievements in meeting his organizational development goals related to the follow-on offeringglobal finance organization and determined that Mr. Monahan should be awarded 100% of our common stockhis target bonus linked to this goal. The Compensation Committee also considered progress made with respect to various strategic operational and financial initiatives, including the development of certain treasury and tax strategies and determined that closed on February 12, 2007.Mr. Monahan should be awarded 88% of the target bonus associated with those goals. In 2006,recognition of his performance relative to these individual qualitative performance goals, the Compensation Committee awarded Mr. Knight a bonus of $100,000, including 100%Monahan, in aggregate, 92% of the $60,000portion of his target amount based on Mr. Knight's achievement of target objectives, and an additional $40,000 for outstanding performance in excess of plan.

        During 2007 and 2006, Mr. Knight was granted optionscash incentive bonus attributable to purchase 50,000 shares of our common stock and 8,350 shares of restricted common stock, respectively, under the Amended and Restated 2000 Stock Option Plan. The options granted to Mr. Knight in August 2007 and the shares granted to

Mr. Knight in 2006 vest annually over five years, with twenty percent vesting each year on the anniversary of each of the grants.

        The Compensation Committee has determined Mr. Knight's base salary for 2008 to be $320,000, reflecting the increased responsibilities he will have due to the acquisition of Bruker BioSpin Group. While this is a 23% increase compared to a base salary of $260,000 for the year ended December 31, 2007, this base salary is still below the median salary of Chief Financial Officers within the defined peer group. The Compensation Committee has determined Mr. Knight's target bonus pool to be $140,000 for 2008. The Compensation Committee is still reviewing the respective weighting of thequalitative goals, or $34,375. For 2010, including both quantitative and qualitative factors, used to determine bonus compensation and what these factors will be. The Compensation Committee set Mr. Knight's bonus threshold at 80% for 2008, meaning that Mr. Knight will not beMonahan was awarded a total cash incentive bonus for 2008 ifof $162,836, equal to approximately 130% of his total target cash incentive bonus. In addition, the Compensation Committee determines that he did not achieve at least 80% of his performance goals.

Dirk D. Laukien

        Dr. Dirk Laukien's base salary for 2007 was $260,000, a 4.0% increase over his 2006 base salary. Dirk Laukien's base salaries for 2007 and 2006 were below median salaries of executive officers with similar responsibilities within our peer group. A specific set of performance goals and bonus target for Dirk Laukien were not recommended by the Chief Executive Officer or established by the Compensation Committee for fiscal 2007. The Compensation Committee has, under its discretionary authority, awarded Dirk Laukien a 2007 cash incentive bonus upon its review of our company's 2007 performance. Dirk Laukien's bonus for the fiscal year ended December 31, 2007 was determined by the Compensation Committee to be $190,000 based upon his outstanding performance, particularly in connection with the acquisition of the Bruker BioSpin Group. Dirk Laukien joined the Company as its Senior Vice President in July 2006, in connection with the acquisition of our Bruker Optics subsidiary. In 2006, Dirk Laukien received a $2.5 million one-time success fee payment from Bruker Optics immediately prior to the closing of our acquisition of Bruker Optics.

        Also in connection with the acquisition of Bruker Optics in 2006, Dirk Laukien was awarded 500,000 shares of restricted common stock under the Amended and Restated 2000 Stock Option Plan. The shares granted to Dirk Laukien vest annually over five years, with twenty percent vesting each year on the anniversary of the grant. Dirk Laukien was not granted additional equity incentive compensation in 2007 as the Compensation Committee determined that the 2006 grant provided sufficient incentive compensation for the period through December 31, 2007.

        The Compensation Committee has determined Dirk Laukien's base salary for 2008 to be $300,000, reflecting the increased responsibilities he will have due to the acquisition of the Bruker BioSpin Group. While this is a 13% increase compared to a base salary of $260,000 for the year ended December 31, 2007, this base salary is still below the median salary of executives with comparable responsibilities within the defined peer group. The Compensation Committee has determined Dirk Laukien's target bonus pool to be $140,000 for 2008. The Compensation Committee is still reviewing the respective weighting of the quantitative and qualitative factors used to determine bonus compensation and what these factors will be. The Compensation Committee set Dirk Laukien's bonus threshold at 80% for 2008, meaning that Dirk Laukien will not be awarded a cash incentive bonus for 2008 if the Compensation Committee determines that he did not achieve at least 80% of his performance goals.

Brian P. Monahan

        Mr. Monahan's base salary for 2007 was $180,000, a 9.1% increase over his 2006 base salary of $165,000. Mr. Monahan's bonus target for 2007 was set at $60,000, a 71% increase over the 2006 bonus target of $35,000. In recommending the increase in Mr. Monahan's base salary and bonus target, the

Chief Financial Officer reviewed salaries and bonuses paid to executives in our peer group as well as comparable positions at our U.S. subsidiaries and affiliates. The increase in Mr. Monahan's salary and potential bonus also reflects his promotion to Executive Vice President of Bruker Daltonics in 2006. Mr. Monahan's base salaries for 2007 and 2006 were set at levels below the median salary of controllers within our peer group in order to place greater emphasis on performance-based incentive compensation. To determine the amount of Mr. Monahan's annual incentive bonus award, Mr. Monahan's performance and the performance of the Company are measured against pre-established goals. The formula for determining the amount of Mr. Monahan's bonus for the fiscal year ended December 31, 2007 is based on a mix of quantitative factors, which represent 70% of his bonus potential, and qualitative factors, which represent 30% of his bonus potential. Quantitative factors to be considered include achieving targeted revenue growth of 12.9% over 2006, improving year-over-year gross profit margin by 1.0%, achieving targeted earnings per share, before acquisition-related charges, of $0.30, and reducing the working capital ratio by 10% year-over-year. Qualitative factors to be considered include the successful implementation of a consolidation tool with the objectives of reducing the Company's financial closing cycle and improving management reporting, assisting the Chief Financial Officer with the development of a written strategy for the treasury function to be implemented in 2008, and assisting the company tax director with the development of a written strategy for tax planning to be implemented in fiscal 2008. The Compensation Committee set Mr. Monahan's 2007 bonus threshold at 60%, meaning that Mr. Monahan would not be awarded a cash incentive bonus for 2007 if the Compensation Committee determined that he did not achieve at least 60% of his performance goals. The Chief Financial Officer made a 2007 bonus award recommendation of $45,000 for Mr. Monahan based on Company and individual performance, and this recommendation has been accepted by the Compensation Committee. In addition, Mr. Monahan received aan additional discretionary bonus of $20,000 during the first quarter of 2008 for his workrole in connection with the acquisition of the Bruker BioSpin Group.

        Mr. Monahan's bonus for the fiscal year ended December 31, 2006 was determined by the Chief Financial Officer to be $41,472, including 100% of the $35,000 target amount based on Mr. Monahan's achievement of target objectives, and an additional $6,472 for outstanding performance in excess of plan. In the first quarter of 2007, Mr. Monahan received a discretionary bonus of $8,000 for his work in connection with the successful completion of the follow-on offering of Bruker Corporation common stock that closed on February 12, 2007.two significant strategic acquisitions in 2010.

2010 Long-Term Incentive Awards

        During 2007 and 2006, Mr. Monahan was granted options to purchase 60,000 of our common stock and 5,000 shares of restricted common stock, respectively, under the Amended and Restated 2000 Stock Option Plan. The options granted in August 2007 and shares granted in 2006 vest annually over five years, with twenty percent vesting each year on the anniversary of each of the grants.

        The Compensation Committee has determined Mr. Monahan's base salary for 2008 to be $200,000, reflecting the increased responsibilities he will have due to the acquisition of the Bruker BioSpin Group. While this is an 11% increase compared to a base salary of $180,000 for the year ended December 31, 2007, this base salary is still below the median salary of corporate controllers within the defined peer group. The Chief Financial Officer has recommended and2010, the Compensation Committee has approved that Mr. Monahan's target bonus pool be $60,000 for 2008. The Chief Financial Officer anddid not award options or restricted stock to any of the named executive officers. In making the determination not to provide long-term incentive awards in 2010, the Compensation Committee are still reviewing the respective weightingconsidered a number of the quantitative and qualitative factors, used to determine bonus compensation and what these factors will be. The Chief Financial Officerincluding our stock price, outstanding equity awards, and the Compensation Committee setsubstantial awards made in November 2009 to each of Mr. Monahan's bonus threshold at 80% for 2008, meaning thatKnight and Mr. Monahan will not be awarded a cash incentive bonus for 2008 if the Compensation Committee determines that he did not achieve at least 80% of his performance goals.upon their promotions to their current positions.

Executive Benefits

        In 2007,2010, our Named Executive Officersnamed executive officers were eligible for the same level and offering of benefits made available to other employees, including our company'sthe Company's 401(k) plan and welfare benefit programs.

2011 Compensation Determinations

        For fiscal 2011, the Compensation Committee approved a 2% salary increase for each of the named executive officers. In addition, the Compensation Committee considered reference group bonus information and other market reference sources, and determined that the target bonus levels of our Chief Executive Officer and Chief Operating Officer were within a reasonable and competitive range relative to their responsibilities. As a result, the target bonus levels of our Chief Executive Officer and Chief Operating Officer were not changed for 2011. The 2011 target bonus level for our Chief Financial Officer, however, was increased from $125,000 to $130,000, based on competitive market levels.

Employment Contracts, Termination of Employment and Change in Control Arrangements

        Although the Company does not currently have an employment agreement with any of its executive officers, it did issue a letter offering employment to William J. Knight, who now serves as our Chief FinancialOperating Officer. Under the terms of the offer letter, Mr. Knight is entitled to a continuation of salary and benefits for a period of three months in the event his employment is terminated within twelve months of a sale of all or substantially all of our business to a third party. The offer letter also

provides for anticipated annual grants of options to purchase 50,000 shares of our common stock, subject to the approval of the Compensation Committee.

        The Company has agreed to provide severance payments to each of Mr. Knight and Mr. Monahan equal to six months' salary in the event of termination of employment without cause.

Under the terms of the awards of options and restricted common stock granted under the Amended and Restated 2000 Stock Option2010 Incentive Compensation Plan, unvested amounts are forfeited if the grantee's employment or business relationship with our company is terminated for any reason, other than in the event of death or disability. The board of directors does, however, have the power and the right to accelerate vesting of any and all unvested amounts in the event of a change in control of Bruker Corporation.

Section 162(m) Limitations

        Section 162(m) of the U.S. Internal Revenue Code limits the tax deductibility by a corporation of compensation in excess of $1,000,000 paid to the Chief Executive Officer and any other of its four most highly compensated executive officers. However, compensation which qualifies as "performance-based" is excluded from the $1,000,000 limit if, among other requirements, the compensation is payable only upon attainment of pre-established, objective performance goals under a plan approved by stockholders.

        The Compensation Committee does not presently expect total cash compensation payable for salaries to exceed the $1,000,000 limit for any individual executive. Having considered the requirements of Section 162(m), the Compensation Committee believes that stock option grants to date meet the requirement that such grants be "performance-based" and are, therefore, exempt from the limitations on deductibility. The Compensation Committee will continue to monitor the compensation levels potentially payable under our cash compensation programs, but intends to retain the flexibility necessary to provide total cash compensation in line with competitive practice, our compensation philosophy and our best interests.

Other Benefit Plans

        In October 2009, the Board of Directors of BEST adopted the Bruker Energy & Supercon Technologies, Inc. 2009 Stock Option Plan (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 plan. The BEST Plan allows a committee of the BEST board of directors to grant incentive stock options and non-qualified stock options to key employees and directors of the Company. The size of each grant is determined by the value of the BEST stock and BEST stock options at the time, the likely growth in that value and the importance of the individual to growing the value of the Company in the future. The BEST Plan is tied exclusively to increases in BEST's estimated value regardless of the Company's performance as a whole. As of December 31, 2010, 800,000 incentive stock options and non-qualified stock options had been awarded with vesting periods of three to five years. As a director of BEST, Dr. Frank Laukien participates in the BEST Plan and on October 1, 2009, was awarded an option to purchase 10,000 shares of BEST at an exercise price equal to the fair market value of BEST at the time of grant, subject to three-year vesting.

COMPENSATION COMMITTEE REPORT

        The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K, promulgated under the Securities Act of 1933, as amended. Based on such review and discussions, the Compensation Committee recommended to the board of directors that the Compensation Discussion and Analysis be included in this Proxy Statement on Schedule 14A.

        Submitted by the Compensation Committee of Bruker Corporation's Board of Directors.

William A. Linton, Chairman
Daniel S. Dross
Richard D. Kniss

COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION

        Messrs. Dross andMr. Kniss and Dr. LintonDrs. Emmerich and Fesik serve as members of the Compensation Committee. Messrs. Dross andMr. Kniss and Dr. LintonDrs. Emmerich and Fesik were not officers or employees of the Company or any of its subsidiaries during fiscal year 2007.2010. None of our executive officers serves as a member of the board of directors or compensation committee of any entity that has one or more of its executive officers serving as a member of our Compensation Committee. In addition, none of our executive officers serves as a member of the compensation committee of any entity that has one or more of its executive officers serving as a member of our Board of Directors.

SUMMARY OF EXECUTIVE COMPENSATION

        The following table summarizes the compensation earned by the President, Chief Executive Officer and Chairman and the Company's other executive officers who earned salary and bonus in excess of $100,000(the "named executive officers") for the years ended December 31, 20072010, 2009 and December 31, 2006 (the "Named Executive Officers") for services rendered during 2007 and 2006, respectively.2008.

2007
2010 Summary Compensation Table

2007
2010 Grants of Plan-Based Awards

        The following table sets forth certain information with respect to individual grants of plan-based awards to the named executive officers during the fiscal year ended December 31, 2007.2010.

Outstanding Equity Awards At December 31, 20072010

        The following table provides information concerning unexercised options, stock that has not vested, and equity incentive plan awards for each named executive officer outstanding as of the end of our most recently completed fiscal year. Each outstanding award is represented by a separate row which indicates the number of securities underlying the award, including awards that have been transferred other than for value (if any).

        For option awards, the table discloses the exercise price and the expiration date. For stock awards, the table provides the total number of shares of stock that have not vested and the aggregate market value of shares of stock that have not vested.

        We computed the market value of stock awards by multiplying the closing market price of our stock at the end of the most recently completed fiscal year by the number of shares or units of stock or the amount of equity incentive plan awards, respectively.

Outstanding Equity Awards at December 31, 2010

CERTAIN RELATIONSHIPS AND 2010 Option Exercises and Stock Vested

        The following table provides information regarding vesting of restricted stock awards for each named executive officer during fiscal 2010. These restricted stock awards were granted in prior fiscal years and are not related to performance in fiscal 2010.

RELATED PERSONS TRANSACTIONS

Review,Procedures for Approval or Ratification of Transactions with Related Persons

        All transactions with related parties in excess of $50,000 are reviewed and pre-approved. Our Audit Committee, which is ultimately responsible for approving related party transactions, pre-approves such transactions involving amounts exceeding $500,000. The Audit Committee has delegated authority to the Chief Financial Officer and Corporate Controller to review and pre-approve all related party transactions, includingsuch as leasing, distribution, sales and purchasing activities, involving amounts from $50,000 to $500,000. A related party transaction will be approved only if it is determined upon review that the transaction is in the best interests of the Company. If the transaction involves a director, that director will be recused from all discussions and decisions about the transaction. In considering the transaction, the executive officer or the committee, as appropriate, will consider all relevant factors, including as applicable:

•

the business purpose for the transaction;



•

quantifying the amount and volume of transactions to assess materiality;



•

methods used to establish the terms of the transaction and whether the transaction is on arm's-length terms comparable to those available to third parties; and



•

the overall fairness of the transaction to the Company.

        Typically every quarter, management reviews with the Audit Committee all related party transactions entered into in the preceding quarter, including those the committee did not pre-approve. This review consists of a memorandum summarizing the information described above with respect to all related partythe transactions, entered into in the preceding quarter, and is followed by a telephonic or in-person meeting between the Audit Committee and management.

Affiliation and StockholdersTransactions with Related Persons

        Prior to our acquisition of the Bruker BioSpin Group in February 2008, the Company and the companies of the Bruker BioSpin Group were affiliated through common control at the stockholder level. Our five largest stockholders, Frank H. Laukien, Dirk D. Laukien, Isolde Laukien-Kleiner, Joerg C. Laukien and Marc M. Laukien, together with Robyn L. Laukien, were also the controlling shareholders of the Bruker BioSpin Group and owned directly or indirectly 100% of the shares of the Bruker BioSpin companies. Isolde Laukien-Kleiner is the mother of Dirk and Marc Laukien. Joerg, Frank, Dirk and Marc are brothers or half-brothers.

        Frank H. Laukien, Ph.D., the Company's Chairman, President and Chief Executive Officer, also is a director and President of Bruker BioSpin Inc. and serves as co-CEO of the Bruker BioSpin Group. Prior to the Company's acquisition of the Bruker BioSpin Group, Frank Laukien beneficially owned directly or indirectly more than 10% of the stock of each of the Bruker BioSpin Group companies.        Under two lease agreements, Bruker BioSpin Corporation rents laboratory, manufacturing and office space from trusts controlled by certain Laukien family members, including Dr. Frank Laukien. During each of the years ended December 31, 2007, 2006 and 2005,2010, Dr. Frank Laukien was paid $191,600$332,821 as a beneficiary of the trusts. The lease terms were equal to the estimated fair market value of the rentals. In February 2008, upon the consummation

        Dr. Dirk Laukien, a director of the acquisitionCompany also serves as Senior Scientific Fellow on a part-time basis. In 2010, Dr. Dirk Laukien was paid aggregate cash compensation of $83,100 for his services as Senior Scientific Fellow. Our Bruker Optics subsidiary rents various office space from Dr. Dirk Laukien under lease agreements under which Dr. Dirk Laukien was paid $904,740 in 2010, which was equal to the estimated fair market value. Under two lease agreements, Bruker BioSpin Corporation rents laboratory, manufacturing and office space from trusts controlled by certain Laukien family members, including Dr. Dirk Laukien. During 2010, Dr. Dirk Laukien was paid $322,821 as a beneficiary of the trusts. The lease terms were equal to the estimated fair market value of the rentals. Bruker BioSpin Group,Corporation also rents office space from Dr. Dirk Laukien, for which he was paid $152,072 in 2010. The lease terms were equal to the estimated fair market value of the rental. Dr. Dirk Laukien, Isolde Laukien-Kleiner and giving effectJoerg Laukien also are parties to a cash-stock exchangelease agreement among certainwith Bruker BioSpin Group shareholders, Frank Laukien received aggregate consideration of approximately $19.2 million in cash and 15,554,574 shares of Bruker Corporation unregistered stock in exchange for his interest in theAG under which Bruker BioSpin Group companies.AG rents certain office space. During 2010, Dr. Dirk Laukien was paid $106,967 under that agreement. The lease terms were equal to the estimated fair market value of the rentals.

        Joerg C. Laukien, a director of the Company, is also the European Chief Operating Officer of the Bruker BioSpin Group. In addition, Joerg Laukien also serves as a director and President of Bruker BioSpin MRI, Inc., Managing Director of Bruker BioSpin MRI GmbH, Executive Chairman of Bruker BioSpin Corporation and a director of BEST. In addition, Joerg Laukien served as Managing Director of Bruker ElektronicElektronik GmbH a director of Bruker Biospin Inc., a director ofuntil its merger with Bruker BioSpin SA, a directorGmbH in 2010. During 2010, Joerg Laukien earned aggregate cash compensation of 329,942 Euros (approximately $396,060) from various European Bruker BioSpin s.r.l.,companies and a directorwas also provided the use of Techneon AG. Prior to the Company's acquisition of the Bruker BioSpin Group, Joerg Laukien owned directly or indirectly more than 10% of the stock of each of the Bruker BioSpin Group companies. Mr. Joerg Laukien is a beneficiary of a trust controlled by Dirk Laukien and Frank Laukien which leases certain laboratory, manufacturing and office space to Bruker BioSpin Corporation. During each of the years ended December 31, 2007, 2006 and 2005, Joerg Laukien was paid $21,600 as a beneficiary of the trust. The lease terms were equal to the estimated fair market value of the rentals.an automobile valued at $14,190. With Dr. Dirk Laukien and Isolde Laukien-Kleiner, Joerg Laukien also is a party to a lease agreement with Bruker BioSpin AG, under which Bruker BioSpin AG rents certain office space. During each of the years ended December 31, 2007, 2006 and 2005,2010, Joerg Laukien was paid $84,970, $81,363 and $81,877, respectively,$106,967 under that agreement. In February 2008, upon the consummation of the acquisition of the Bruker BioSpin Group, and giving effect to a cash-stock exchange agreement among certain Bruker BioSpin Group shareholders, Joerg Laukien received aggregate consideration of approximately $68.6 million in cash and 11,258,741 shares of Bruker Corporation unregistered stock in exchange for his interest in the Bruker BioSpin Group companies.

        Dirk D. Laukien, Ph.D., the Company's Senior Vice President and President of Bruker Optics, also is a director of Bruker BioSpin Inc. and Bruker BioSpin AG and serves as co-CEO of the Bruker BioSpin Group. Prior to the Company's acquisition of the Bruker BioSpin Group, Dirk Laukien owned directly or indirectly more than 10% of the stock of each of the Bruker BioSpin Group companies. Our

Bruker Optics subsidiary rents various office space from Dirk Laukien under lease agreements. Under these lease agreements, during each of the years ended December 31, 2007, 2006 and 2005, Dirk Laukien was paid $0.4 million, $0.3 million, and $0.5 million, respectively, which was equal to the estimated fair market value less the cost of capital improvements provided by Bruker Optics in 2004. Bruker Optics subleased a portion of this office space to an affiliate during 2007, 2006 and 2005 and received $31,500 in rental income in each of these years, which included charges for utilities and other occupancy costs. Under two lease agreements, Bruker BioSpin Corporation rents laboratory, manufacturing and office space from trusts controlled by certain Laukien family members, including Dirk Laukien. Under the first of the lease agreements, during the years ended December 31, 2007, 2006 and 2005, Dirk Laukien was paid $137,500, $137,500 and $131,250, respectively, which was equal to the estimated fair market value of the rentals. A trust controlled by Dirk Laukien and Frank Laukien has also entered into a lease agreement with Bruker BioSpin Corporation. As a beneficiary of the trust, during each of the years ended December 31, 2007, 2006 and 2005, Dirk Laukien was paid $32,400. The lease terms were equal to the estimated fair market value of the rentals. Bruker BioSpin Corporation also rents office space from a trust controlled by Dirk Laukien. During each of the years ended December 31, 2007, 2006 and 2005, Dirk Laukien was paid $170,000 as a beneficiary of the trust. The lease terms were equal to the estimated fair market value of the rentals. Dirk Laukien, Isolde Laukien-Kleiner and Joerg C. Laukien also are parties to a lease agreement with Bruker BioSpin AG under which Bruker BioSpin AG rents certain office space. During each of the years ended December 31, 2007, 2006 and 2005, Dirk Laukien was paid $84,970, $81,363 and $81,877, respectively, under that agreement. In February 2008, upon the consummation of the acquisition of the Bruker BioSpin Group, Dirk Laukien received aggregate consideration of approximately $72.9 million in cash and 10,789,664 shares of Bruker Corporation unregistered stock in exchange for his interest in the Bruker BioSpin Group companies.

        Marc M. Laukien owned directly or indirectly more than 10% of the stock of each of the Bruker BioSpin Group companies prior to their acquisition by the Company in February 2008. Marc Laukien is a beneficiary of certain trusts controlled by Laukien family members that have entered into lease agreements with Bruker BioSpin Corporation. During each of the years ended December 31, 2007, 2006 and 2005, Marc Laukien was paid $202,400 as a beneficiary of the trusts. The lease terms were equal to the estimated fair market value of the rentals. In February 2008, upon the consummation of the acquisition of the Bruker BioSpin Group, and giving effect to a cash-stock exchange agreement among certain Bruker BioSpin Group shareholders, Marc Laukien received aggregate consideration of approximately $90.0 million in cash and 8,913,170 shares of Bruker Corporation unregistered stock in exchange for his interest in the Bruker BioSpin Group companies.

        Isolde Laukien-Kleiner, owned directly or indirectly more than 10%the stepmother of Dr. Frank Laukien and Mr. Joerg Laukien and the stockmother of each of the Bruker BioSpin Group companies prior to their acquisition by the Company in February 2008. Mrs. Laukien-KleinerDr. Dirk Laukien, was formerly the CEO of Bruker Physik GmbH and also served later as a consultant to Bruker Physik GmbH. Mrs. Laukien-Kleiner terminated her consulting relationship with the Bruker BioSpin Group affiliate prior to the announcementPhysik in December 2007 of the proposed combination.2007. Under an agreement with Bruker Physik, AG, Mrs. Laukien-Kleiner will continuecontinued to receive certain benefits for a period of three years following her resignation. In December 2007, Mrs. Laukien-Kleiner exercised her right under her retirement agreement to sell certain artwork loaned to various Bruker BioSpin Group companies to Bruker Physik for €50,000. Mrs. Laukien-Kleiner is entitled to monthly pension payments of approximately €13,000,13,000 Euros, or €156,000156,000 Euros annually (approximately $208,000), subject to annual periodic adjustments. Dr. Dirk Laukien, Isolde Laukien-Kleiner and Joerg C. Laukien also entered intoare parties to a lease agreement with Bruker BioSpin AG under which Bruker BioSpin AG rents certain office space. During the years ended December 31, 2007, 2006, and 2005,2010, Isolde Laukien-Kleiner was paid $169,941, $162,726 and $163,754, respectively,$213,934 under that agreement. In February 2008, uponThe lease terms were equal to the consummationestimated fair market value of the acquisitionrentals.

        Mrs. Laukien-Kleiner is party to an additional lease agreement with Bruker BioSpin AG under which Bruker BioSpin AG rents certain office space. During 2010, Mrs. Laukien-Kleiner was paid $208,920 under that agreement. The lease terms were equal to the estimated fair market value of the rentals.

        Dr. Tony W. Keller, a director of the Company, is also vice-chairman of the board of Bruker BioSpin AG, president of the board of Bruker BioSpin Invest AG, and a director of BEST. Dr. Keller also serves as honorary chairman of the Bruker BioSpin Group, and giving effectGroup. During 2010, Dr. Keller earned cash compensation of $197,670 for his service to a cash-stock exchange agreement among certain Bruker BioSpin Group shareholders, Mrs. Laukien-Kleiner received aggregate

consideration of approximately $136.8 million in cash and 9,976,689 shares of Bruker Corporation unregistered stock in exchange for her interest in the Bruker BioSpin Group companies.Group. Dr. Keller elected to defer payment of $115,075 of this cash compensation until 2011. Dr. Keller was also provided the use of an automobile valued at $11,655.

        Richard M. Stein, a director of the Company, is a partner of Nixon Peabody LLP, a law firm which has been retained by the Company and certain of its Bruker BioSpin affiliates for over five years. Amounts paid to Nixon Peabody LLP for services provided to the Company and its affiliates in 2010 totaled $2.9 million.

Mr. Stein has also served as the secretary for each of the Company, Bruker BioSpin Corporation, Bruker AXS, Bruker Daltonics, Bruker Optics and Bruker BioSpin Inc.BEST.

        Bernhard Wangler, a director of the Company, is thea principal of Kanzlei Wangler, a German audit and tax advisory firm which has been retained by the Company and certain of its Bruker BioSpin affiliates for over five years.

        Dr. Tony W. Keller, a member of our board of directors, the Executive Chairman of the Bruker BioSpin Group and a director of Bruker BioSpin AG, until recently was co-CEO of the Bruker BioSpin Group Amounts paid to Kanzlei Wangler for more than five years. Dr. Keller also served as a Managing Director of Bruker BioSpin GmbH until his retirement effective December 31, 2007. In addition, priorservices provided to the completion of the Bruker BioSpin Group acquisition, Dr. Keller was elected to serve as President of the Board of BioSpin Invest. Discussions regarding future compensation for his new responsibilities are ongoing.

Sharing Agreement

        A sharing agreement, dated as of February 28, 2000, between the Company and the Bruker BioSpin Group companies provided for the sharing of specified intellectual property rights, services, facilities and other related items among the parties to the agreement. Effective upon the closing of the Company's acquisition of the Bruker BioSpin Groupits affiliates in February 2008, this sharing agreement was terminated. The following description of the Sharing Agreement is a summary and is qualified in its entirety by the provisions of the Sharing Agreement.

Name

        Pursuant to the terms of the Sharing Agreement, Bruker BioSpin GmbH and Bruker Physik granted to the other parties to the Sharing Agreement a perpetual, irrevocable, non-exclusive, royalty-free, non-transferable right and license to use the name "Bruker" in connection with the conduct and operation of their respective businesses, provided that the parties did not materially interfere with any other party's use of the name, take any action which would materially detract from the goodwill associated with the name or take any action which would cause a lien to be placed on the name or the parties' license rights.

Intellectual Property

        The parties to the Sharing Agreement also generally shared technology and other intellectual property rights, as they existed on or prior to February 28, 2000, subject to the terms of the Sharing Agreement.

Distribution

        The Sharing Agreement provided for the use of common distribution channels by the parties to the agreement. The Sharing Agreement stated that the terms and conditions of sale and the transfer pricing for any shared distribution would be on an arm's length basis as would be utilized in typical transaction with a person or entity not a party to the agreement.

Services

        The Company also shared various general and administrative expenses for items such as umbrella insurance policies, retirement plans, accounting services and leases, with various Bruker BioSpin Group

companies. The Sharing Agreement provided that these services were charged among the affiliated companies at arm's length conditions and pricing, according to individual Sub-Sharing Agreements. In 2007, various Bruker BioSpin Group companies provided administrative and other services (including office space) to the Company at a cost of approximately $5.1 million.

Purchases and Sales

        The Company purchased subunits or components, including some components used in its CBRN (chemical, biological, radiological and nuclear) detection products, miscellaneous electronics boards used in Fourier transform mass spectrometers, sheet metal cabinets and some of the superconducting magnets used for Fourier transform mass spectrometers, and a low-temperature attachment for certain x-ray systems, from various Bruker BioSpin Group companies, at arm's length commercial conditions and pricing. In 2007, the Company purchased components from these then-affiliates for $24.0 million.

        The Sharing Agreement stated that the terms and conditions of purchases of subunits and components shall be at reasonable arm's length terms and conditions and that pricing shall be competitive. In 2007, our purchases from Bruker BioSpin Group companies were approximately 4% of our standalone revenues.

        The Company supplied a variety of products to Bruker BioSpin Group companies for resale at what we believed to be commercially reasonable arm's length conditions and pricing. For the year ended December 31, 2007, we sold products to Bruker BioSpin Group companies in the amount of $14.5 million. However, these sales were primarily for resale of certain products by Bruker BioSpin Group entities as described above.

Additional Agreements, Collaborations and Sales

        During 2007, the Company recognized sales to the Bruker BioSpin Group of approximately $14.5 million, and purchases from the Bruker BioSpin Group of approximately $24.0 million.

Acquisition of Bruker Optics

        On July 1, 2006, we completed our acquisition of all of the outstanding stock of Bruker Optics for aggregate consideration of $135.0 million in cash and shares of our common stock. Prior to the acquisition, the five controlling shareholders of both the Company also controlled approximately 96% of the equity of Bruker Optics. Negotiations between the Company and the affiliated shareholders commenced in October 2005 and our board voted to recommend approval of the acquisition in April 2006, upon the recommendation of an independent special committee established to consider and negotiate the proposed acquisition. Pursuant to the terms of the purchase agreement among the Company and the Bruker Optics shareholders, the purchase of Bruker Optics from the affiliated shareholder group comprised of Frank Laukien, Dirk Laukien, Joerg Laukien, Marc Laukien and Isolde Laukien-Kleiner was approved by unaffiliated holders of a majority of shares of our common stock who voted on the transaction at our 2006 Annual Meeting of Stockholders. The acquisition of Bruker Optics was described in our Definitive Proxy Statement on Schedule 14A filed on May 25, 2006.

Acquisition of the Bruker BioSpin Group of Companies

        On February 26, 2008, we completed our acquisition of all of the outstanding equity of the Bruker BioSpin group of companies for aggregate consideration of $914 million based on the trailing ten trading day average closing price of our common stock during the period ending two trading days prior to the signing of the transaction agreements of $9.14 per share, consisting of $388 million in cash and 57,544,872 shares of unregistered Bruker Corporation common stock. Prior to the acquisition, the five controlling shareholders of the Company also controlled approximately 100% of the equity of the Bruker BioSpin group of companies. Negotiations between the Company and the affiliated shareholders commenced in September 2007 and our Board voted to recommend approval of the acquisition in December 2007, upon the recommendation of an independent special committee established to consider and negotiate the proposed acquisition. Pursuant to the terms of the various agreements among the Company and the shareholders of the Bruker BioSpin group of companies, the purchase of the Bruker BioSpin group of companies from the affiliated shareholder group comprised of Frank Laukien, Dirk Laukien, Joerg Laukien, Marc Laukien and Isolde Laukien-Kleiner was approved by unaffiliated holders of a majority of shares of our common stock who voted on the transaction at a special meeting of stockholders held on February 25, 2008. The acquisition of the Bruker BioSpin group of companies was described in our Definitive Proxy Statement on Schedule 14A filed on January 17, 2008.2010 totaled $278,117.

SECTION 16(a)16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

        Section 16(a) of the Securities Exchange Act of 1934 and the rules promulgated thereunder require our officers and directors and persons owning more than 10% of the outstanding common stock of the Company to file reports of ownership and changes in ownership with the Securities and Exchange Commission and to furnish us with copies of all these filings. We believe, based solely upon a review of those reports and amendments thereto furnished to us during and with respect to our fiscal year ended December 31, 2007,2010, that all of our directors and executive officers complied with the reporting requirements of Section 16(a) of the Exchange Act during fiscal 2007,2010 except as follows: Mr. Joerg Laukien wasDr. Tony Keller for one late filing two Form 4 reports for two transactions; Mr. Bernhard Wangler, Dr. William Linton, Mr. Collin D'Silva, Mr. Richard D. Kniss, Mr. Daniel S. Dross, Mr. M. Christopher Canavan and Mr. Taylor Crouch, directors of the Company, were each late filing a Form 4 report for one transaction.due to administrative error.

AUDIT COMMITTEE REPORT

        The Audit Committee, which operates pursuant to a written charter, assists the board of directors in fulfilling its oversight responsibilities by reviewing Bruker Corporation's financial reporting process on behalf of the board. Management is responsible for Bruker Corporation's internal controls, the financial reporting process and compliance with laws and regulations and ethical business standards. Ernst & Young LLP, Bruker Corporation's independent registered public accounting firm, is responsible for expressing opinions on the conformity of Bruker Corporation's consolidated financial statements with generally accepted accounting principles and on the effectiveness of Bruker Corporation's internal control over financial reporting. The Audit Committee is responsible for overseeing and monitoring these practices. It is not the duty or responsibility of the Audit Committee to conduct auditing or accounting reviews or procedures.

        In this context, the Audit Committee reviewed and discussed with management and Ernst & Young, among other things, the scope of the audit to be performed, the results of the audit performed, Ernst & Young's evaluation of Bruker Corporation's internal control over financial reporting and the independent registered public accounting firm's fee for the services performed. Management represented to the Audit Committee that Bruker Corporation's consolidated financial statements were prepared in accordance with generally accepted accounting principles. Discussions about Bruker

Corporation's audited financial statements included the auditors' judgments about the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments and the clarity of disclosures in its financial statements.

        The Audit Committee also discussed with Ernst & Young other matters required by Statement on Auditing Standards, ("SAS") No. 61, "Communication with Audit Committees," as amended by SAS No. 90, "Audit Committee Communications.Communications," as amended and as adopted by the Public Company Accounting and Oversight Board (PCAOB) in Rule 3200T, including the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments, and the clarity of the disclosures in the financial statements. Ernst & Young also provided to the Audit Committee written disclosures and the letter required by applicable requirements of the Independence Standards Board Standard No. 1 "Independence DiscussionPCAOB regarding communications with the Audit Committees."Committee concerning independence. The Audit Committee discussed with Ernst & Young the registered public accounting firm's independence from Bruker Corporation and considered the compatibility of non-audit services with Ernst & Young's independence.

        Based on the Audit Committee's discussion with management and Ernst & Young, and the Audit Committee's review of the representations of management and the report of Ernst & Young to the Audit Committee, the Audit Committee recommended to the board that that the audited financial statements be included in the Company's Annual Report on Form 10-K for the year ended December 31, 20072010 filed with the Securities and Exchange Commission and selected Ernst & Young LLP as the independent registered public accounting firm for Bruker Corporation, subject to shareholder ratification, for 2008.2011.

        Submitted by the Audit Committee of Bruker Corporation's Board of Directors.

Brenda J. Furlong, Chair
Richard A. Packer
Charles F. Wagner, Jr.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

        Fees billed to Bruker Corporationthe Company by its independent registered public accounting firm for fiscal years 20062009 and 2007,2010, all of which were approved by the Audit Committee, were comprised of the following:

        Audit Fees.    Ernst & Young's fees for its audit of the Company's annual financial statements, its review of the financial statements included in our quarterly reports on Form 10-Q, audits of statutory filings, comfort letter procedures and review of other regulatory filings for 20062009 and 20072010 were $2,676,700$3,681,000 and $2,490,900,$4,442,000, respectively. The 2010 fees include $820,000 related to work performed in connection with the initial public offering for one of our subsidiaries.

        Audit-Related Fees.    Ernst & Young billed us a total of $365,400$16,000 in 20062009 and $205,000$23,000 in 20072010 for audit-related services, including due diligence performed in connection with potential acquisitions.

        Tax Fees.    Ernst & Young fees for tax services provided to us, including tax compliance, tax advice and planning, totaled $42,600$59,000 in 20062009 and $116,000$27,000 in 2007.2010.

       ��All Other Fees.    No other fees were billed to us by Ernst & Young in 2006. In 2007,    Ernst & Young billed us a total of $18,500$3,000 for "other services."services" in 2009. In 2010, no fees for services other than as indicated above were billed to us by Ernst & Young.

Audit Committee Pre-Approval Policies and Procedures

        In order to ensure that audit and non-audit services proposed to be performed by the Company's independent registered public accounting firm do not impair the auditor's independence from the Company, the Audit Committee has adopted, and the board of directors has ratified, the following pre-approval policies and procedures.

Policies

        Before engaging the independent registered public accounting firm to render the proposed service, the Audit Committee must either (i) approve the specific engagement ("specific pre-approval") or (ii) enter into the engagement pursuant to pre-approval policies and procedures established by the Audit Committee ("general pre-approval"), provided the policies and procedures are detailed for the particular service, the Audit Committee is informed of each service, and such policies and procedures do not include delegation of the Audit Committee's responsibilities to management. The Audit Committee annually reviews and pre-approves the services that may be provided by the independent registered public accounting firm without obtaining specific pre-approval. The Audit Committee will add to or subtract from this list of general pre-approved services from time to time, based on subsequent determinations.

        Unless a type of service has received general pre-approval, it requires specific pre-approval by the Audit Committee if it is to be provided by the independent registered public accounting firm. Any proposed services exceeding pre-approved cost levels or budgeted amounts also require specific pre-approval by the Audit Committee.

        For both types of pre-approval, the Audit Committee considers whether such services are consistent with the SEC's and the Public Company Accounting Oversight Board'sPCAOB's rules on auditor independence. The Audit Committee also considers whether the independent registered public accounting firm is best positioned to provide the most effective and efficient service, for reasons such as its familiarity with the Company's business, people, culture, accounting systems, risk profile and other factors, and whether the service might enhance the Company's ability to manage or control risk or improve audit quality. All such factors are considered as a whole, and no one factor will necessarily be determinative.

        The Audit Committee also considers the relationship between fees for audit and non-audit services in deciding whether to pre-approve any such services and may determine, for each fiscal year, the appropriate ratio between the total amount of fees for Audit, Audit-related and Tax services and the total amount of fees for certain permissible non-audit services classified as All Other services.

        The Audit Committee may delegate either type of pre-approval authority to one or more of its members. The member to whom such authority is delegated must report, for informational purposes only, any pre-approval decisions to the Audit Committee at its next scheduled meeting.

Procedures

        Pre-approval fee levels or budgeted amounts for all services to be provided by the independent registered public accounting firm are established annually by the Audit Committee. Any proposed services exceeding these levels or amounts require specific pre-approval by the Audit Committee, even if previously generally pre-approved.

        All requests or applications for services to be provided by the independent registered public accounting firm that do not require specific approval by the Audit Committee are submitted to the Chief Financial Officer and must include a detailed description of the services to be rendered.

        Requests or applications to provide services that require specific approval by the Audit Committee must be submitted to the Audit Committee by both the independent registered public accounting firm and the Chief Financial Officer, and must include a joint statement as to whether, in their view, the request or application is consistent with the SEC's rules on auditor independence.

        The Audit Committee monitors the performance of all services provided by the independent auditor and assesses whether such services are in compliance with this policy.

PROPOSAL NO. 2
RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

        Ernst & Young LLP has been our independent registered public accounting firm since 1998, and has been selected by the audit committeeAudit Committee of the board of directors as our independent registered public accounting firm for the fiscal year ending December 31, 2008.2011. Although the Company is not required to seek stockholder approval of this appointment, the board of directors believes it to be sound corporate governance to do so. In the event that the stockholders fail to ratify the appointment, the audit committeeAudit Committee will investigate the reasons for stockholder rejection and will reconsider the appointment. Even if the selection is ratified, the audit committeeAudit Committee in its discretion may direct the appointment of a different independent public accounting firm during the year if the audit committeeAudit Committee believes that such a change would be in the best interests of the Company and its stockholders.

        A representative of Ernst & Young is expected to be present at the 20082011 Annual Meeting and will have the opportunity to make a statement if he or she so desires to do so and will be available to respond to appropriate stockholder questions.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE RATIFICATION OF THE APPOINTMENT OF ERNSTThe Board of Directors recommends a vote FOR the ratification of the appointment of Ernst & YOUNGYoung LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2008.as the Company's independent registered public accounting firm for fiscal 2011.

PROPOSAL NO. 3
ADVISORY VOTE ON EXECUTIVE COMPENSATION

        The Board of Directors recognizes the interest our stockholders have in the compensation of our executives. In recognition of that interest and as required by the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act") and recently enacted SEC rules, we are providing our stockholders the opportunity to cast a non-binding advisory vote on the compensation of our named executive officers, as disclosed pursuant to the compensation disclosure rules of the SEC.

        The compensation of our named executive officers is disclosed in the Compensation Discussion and Analysis, or "CD&A," the compensation tables, and the related disclosures contained in this Proxy Statement. As described in our CD&A, we have adopted an executive compensation philosophy designed to deliver competitive total compensation, upon the achievement of financial and/or strategic performance objectives, which will attract, motivate and retain leaders who will drive the creation of shareholder value. In order to implement that philosophy, the Compensation Committee has established a disciplined process for the adoption of executive compensation programs and individual executive officer pay actions.

        We believe that our compensation policies and decisions are focused on pay-for-performance principles, are strongly aligned with the long-term interests of our stockholders, and provide an appropriate balance between risk and incentives. Stockholders are urged to read the CD&A section of this Proxy Statement, which discusses in greater detail how our compensation policies and procedures implement our executive compensation philosophy. We are asking our stockholders to indicate their support for our named executive officer compensation, as described in this Proxy Statement, by approval of the following resolution:

"RESOLVED, that the compensation paid to the Company's named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED."

        Your vote on this Proposal No. 3 is advisory, and therefore not binding on the Company, the Compensation Committee, or the board of directors. The vote will not be construed to create or imply any change to the fiduciary duties of the Company or the board, or to create or imply any additional fiduciary duties for the Company or the board. The approval or disapproval of this proposal by stockholders will not require the Company's board of directors or the Compensation Committee to take any action regarding the Company's executive compensation practices. However, our board and our Compensation Committee value input from stockholders and will consider the outcome of the vote when making future executive compensation decisions.

The Board of Directors recommends a vote FOR the approval, on an advisory basis, of the 2010 compensation paid to the named executive officers, as disclosed in the Compensation Discussion and Analysis, the compensation tables, and related narratives in this Proxy Statement.

PROPOSAL NO. 4
ADVISORY VOTE ON FREQUENCY OF EXECUTIVE
COMPENSATION ADVISORY VOTE

        Pursuant to the Dodd-Frank Act and recently enacted SEC rules, at least once every six years we are required to submit for stockholder vote a non-binding resolution to determine whether the stockholder advisory vote on executive compensation should occur every year, every two years, or every three years.

        After careful consideration of the various arguments supporting each frequency level, the board of directors believes that submitting the advisory vote on executive compensation to stockholders every three years is appropriate for the Company and its stockholders at this time. The Company's

compensation policies and procedures are developed with long-term objectives in mind, which is consistent with a multi-year stockholder approval cycle.

        The proxy card provides four choices (every one, two, or three years, or abstain). Stockholders are being asked for their views on the frequency of the advisory vote on executive compensation, and are not voting to approve or disapprove the Board's recommendation.

        As with your vote on Proposal No. 3 above, your vote on this Proposal No. 4 is advisory, and therefore not binding on the Company, the Compensation Committee, or the Company's board of directors. The vote will not be construed to create or imply any change to the fiduciary duties of the Company or the board, or to create or imply any additional fiduciary duties for the Company or the board. Although the vote is non-binding, the board and the Compensation Committee will consider the outcome of the frequency vote and other communications from stockholders when making future decisions regarding the frequency of such advisory votes regarding executive compensation.

The Board recommends a frequency of "THREE YEARS" for future advisory stockholder votes on compensation of our named executive officers.

STOCKHOLDER COMMUNICATIONS

        The board will give appropriate attention to written communications that are submitted by stockholders, and will respond if and as appropriate. Absent unusual circumstances or as contemplated by committee charters and subject to any required assistance or advice from legal counsel, Mr. Stein, the Secretary of the Company, is primarily responsible for monitoring communications from stockholders and for providing copies or summaries of such communications to the other directors as he considers appropriate.

        Communications are forwarded to all directors if they relate to important substantive matters and include suggestions or comments that Mr. Stein considers to be important for the directors to know. In general, communications relating to corporate governance and long-term corporate strategy are more likely to be forwarded than communications relating to ordinary business affairs, personal grievances and matters as to which we may receive repetitive or duplicative communications.

        Stockholders who wish to send communications on any topic to the board should address such communications to Richard M. Stein, Secretary, at Nixon Peabody LLP, 100 Summer Street, Boston, MA 02110.

TIME FOR SUBMISSION OF STOCKHOLDER PROPOSALS

        Pursuant to Rule 14a-8 under the Exchange Act, stockholders may present proper proposals for inclusion in a company's proxy statement and for consideration at the next annual meeting of its stockholders by submitting their proposals to Bruker Corporation in a timely manner.

        Stockholders interested in submitting a proposal for inclusion in the proxy materials for the annual meeting of stockholders in 20092012 may do so by following the procedures set forth in Rule 14a-8 of the Securities Exchange Act of 1934, as amended. To be eligible for inclusion, stockholder proposals must be received by us no later than November 30, 2008.December 13, 2011.

        Additionally, under our by laws,bylaws, no business may be brought before an annual meeting unless it is specified in the notice of meeting by or at the direction of the Board or by a stockholder entitled to vote who has delivered notice to Bruker Corporation (containing certain information specified in the by

laws) not less than 90 or more than 120 days prior to the first anniversary of the preceding year's annual meeting.

OTHER MATTERS

        Management knows of no matters which may properly be and are likely to be brought before the meeting other than the matters discussed herein. However, if any other matters properly come before the meeting, the persons named in the enclosed proxy will vote in accordance with their best judgment.

FORM 10-K REPORT

The Company will provide each beneficial owner of its securities with a copy of an annual report on Form 10-K, including the financial statements and schedules thereto, required to be filed with the Securities and Exchange Commission for Bruker Corporation's most recent fiscal year, without charge, upon receipt of a written request from such person. Such request should be sent to William J. Knight, Bruker Corporation, 40 Manning Road, Billerica, Massachusetts, 01821. Additionally, the annual report on Form 10-K is also available on the SEC's website at http://www.sec.gov.

VOTING PROXIES

        The board of directors recommends an affirmative vote on all proposals specified. Proxies will be voted as specified. If signed proxies are returned without specifying an affirmative or negative vote on any proposal, the shares represented by such proxies will be voted in favor of the board of directors' recommendations.

		By order of the board of directors
		Frank H. Laukien, Ph.D. Chairman, President and Chief Executive Officer

April 9, 200811, 2011

BRUKER CORPORATION
Proxy Card

Annual Meeting of Stockholders
May 8, 2008

The undersigned hereby appoints Frank H. Laukien and William J. Knight, or either of them, with power of substitution, Proxies to vote at the Bruker Corporation Annual Meeting of Stockholders on May 8, 2008, and any adjournments or postponements thereof, all shares of Common Stock of Bruker Corporation that the undersigned is entitled to vote at such meeting on matters which may come before the Annual Meeting in accordance with and as more fully described in the Notice of Annual Meeting of Stockholders and the Proxy Statement.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. THE BOARD RECOMMENDS AN AFFIRMATIVE VOTE ON ALL PROPOSALS SPECIFIED. UNLESS OTHERWISE SPECIFIED, THE PROXY WILL BE VOTED FOR ALL NOMINEES FOR DIRECTOR, FOR PROPOSAL NO. 2 AS SET FORTH IN THE PROXY STATEMENT, AND IN THE DISCRETION OF THE NAMED PROXIES AS TO ANY OTHER MATTER THAT MAY COME BEFORE THIS MEETING OR ANY ADJOURNMENT THEREOF.

PLEASE VOTE, DATE AND SIGN AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE

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