Exhibit
10.3


 


EMPLOYMENT
AGREEMENT


 


                This
EMPLOYMENT AGREEMENT effective July 1, 2007, is by and between Veeco
Instruments Inc., a Delaware corporation (the “Company” or “Employer”), and
John R. Peeler (“Executive”).


 


                The
Company and Executive hereby agree as follows:


 


                1.             Definitions.  As used herein, the following definitions
shall apply:


 


                                “Board”
shall mean the Board of Directors of the Company.


 


                                “Change
of Control” shall mean:  (a) any
person or group of persons becomes the beneficial owner of securities
representing 50 percent or more of the Company’s outstanding voting securities,
or (b) the approval by the Company’s stockholders of one of the following:


 


(i)  Any merger or statutory plan
of exchange (“Merger”) in which the Company would not be the surviving
corporation or pursuant to which the Company’s voting securities would be
converted into cash, securities or other property, other than a Merger in which
the holders of the Company’s voting securities immediately prior to the Merger
have the same proportionate ownership of voting securities of the surviving
corporation after the Merger;


 


(ii)  Any Merger in which the
holders of outstanding voting securities of Veeco prior to such Merger will
not, in the aggregate, own a majority of the outstanding voting securities of
the combined entity after such Merger; or


 


(iii)  Any sale or other transfer
(in one transaction or a series of related transactions) of all or
substantially all of the Company’s assets or the adoption of any plan or
proposal for the Company’s liquidation or dissolution.


 


                                “Disability”
shall mean (i) the inability of Executive (whether due to accident, sickness or
other cause) to perform his designated responsibilities for the Company for a
period that would entitle Executive to qualify for long-term disability
benefits under the Company’s then-current long-term disability insurance
program or (ii) in the absence of such a program, the Executive is, by reason
of any medically determinable physical or mental impairment which can be expected
to last for a continuous period of not less than 12 months, receiving income
replacement benefits for a period of not less than three months under an
accident, disability or health plan covering employees of the Company.
Disability of Executive shall be determined by the Board.


 


                                “Severance
Period” shall mean the Severance Period specified on the signature page
hereto.


 


                                Termination
for “Cause” shall mean a termination based on (i) Executive’s willful and
substantial misconduct in the performance of his duties, (ii) Executive’s
willful failure to


 


 

















 


perform his duties after two weeks written
notice from the Company (other than as a result of a total or partial
incapacity due to a physical or mental illness, accident or similar event),
(iii) the Executive’s material breach of any of the agreements contained in
Sections 5, 6 or 7 hereof, (iv) the commission by Executive of any material
fraudulent act with respect to the business and affairs of the Company or any
subsidiary or affiliate thereof or (v) Executive’s conviction of (or plea of nolo
contendere to) a crime constituting a felony.  The Company may terminate Executive’s
employment for Cause only with the approval of a majority of the Board.  Prior
to any termination for Cause as defined in subsections (i), (ii), (iii) and
(iv), herein, Executive shall have an opportunity to appear before the Board to
present his position, provided that such appearance shall be scheduled within
two calendar weeks after Executive’s receipt of a notice of intent to terminate
which specifies the facts on which the proposed termination for cause is based.


 


                                Termination
for “Good Reason” shall mean termination by Executive of his employment
with the Company hereunder based on:


 


(a)           an involuntary diminution in the Executive’s position,
title, responsibilities, authority or reporting responsibilities;


(b)           an involuntary
material reduction by the Company in Executive’s base salary (other than a
salary reduction made as part of a salary reduction program affecting employees
similarly situated to Executive generally);


(c)           a significant
reduction by the Company in total benefits available to Executive under cash
incentive, stock incentive and other employee benefit plans (other than a
reduction in benefits affecting employees similarly situated to Executive
generally);


 


(d)           an involuntary relocation of the Executive’s primary place
of work by more than 50 miles from its then current location (it being
understood that Executive’s decision not to relocate would not be a basis for
Termination for Cause);


 


(e)           the Executive is not appointed to the Board within thirty
(30) days of his first day of employment with the Company or thereafter
involuntarily ceases to be a member of the Board, or


 


(f)            the breach by the Company of any of its material
obligations under this Agreement.


 


A termination will
not be considered Good Reason as defined herein unless Executive provides the
Company with written notice of the existence of the applicable condition
described in clauses (a) through (f) above no later than 90 days after the
initial existence of such condition is known by the Executive and the Company
fails to remedy such condition within 30 days of the date of such written
notice.


 


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                2.             Employment.


 


                (a)           General.  The Company hereby employs the Executive in
the position set forth on the signature page hereto or such other position as
the Company and Executive may mutually agree, and the Executive hereby accepts
such employment by the Company, upon the terms and conditions set forth
herein.  The Executive will faithfully
perform the duties and responsibilities of such office, as they may be assigned
from time to time by the Board.  In
addition, while Executive is employed by the Company, the Company will use its
best efforts to ensure the Executive is a member of the Board.  The Executive shall devote his full business
time, attention and energy to the business of the Company.  The Executive will not be engaged in any
other business activity which, in the reasonable judgment of the Board,
conflicts with the duties of the Executive hereunder, whether or not such
activity is pursued for gain, profit or other pecuniary advantage.  The parties agree that Executive’s employment
with the Company constitutes “at-will” employment which may be terminated by
either party at any time, upon written notice to the other, with or without
cause or for any or no cause.  As
described in this Agreement, Executive may be entitled to severance benefits
depending upon the circumstances of Executive’s termination of employment.  Notwithstanding the foregoing, nothing herein
shall prohibit the Executive from serving on boards of directors or committees
with the Board’s prior approval.


 


                (b)           Base Salary.  The Company will pay Executive an annual base
salary in the amount specified as the Initial Base Salary on the signature page
hereto (“Base Salary”), payable
in accordance with the Company’s normal payroll policy.  The Base Salary shall be reviewed annually
for increases but may not be decreased (other than a salary reduction made as
part of a salary reduction program affecting employees similarly situated to
Executive generally).


 


                (c)           Bonus.


(i)         Management Bonus
Plan.  The Executive shall be
eligible to participate in cash incentive plans as established from time to
time by the Compensation Committee of the Board (the “Committee”) and subject
to achievement of the performance goals specified thereunder.  Executive’s
target bonus will be 100% of Base Salary for the plan year for this bonus plan
(January 1 through December 31).  For the
first year of service, the bonus payment will be pro-rated to reflect the
actual start date.


(ii)        Sign-On
Bonus.  A sign-on bonus, in the
amount of $1,000,000 shall be paid to Executive on or before December 31, 2007;
provided that Executive is actively employed by the Company and in good
standing on the aforementioned payment date; provided, further, that (A) if
Executive’s employment is terminated by the Company for Cause or by Executive
without Good Reason prior to the first anniversary of Executive’s start date
with the Company, then Executive shall reimburse the Company for the full
amount of the sign-on bonus, and (B) if Executive’s employment is terminated by
the Company for Cause or by Executive without Good Reason on or after the first
anniversary of Executive’s start date with the Company and prior to the second
anniversary of Executive’s start date with the Company, then Executive shall
reimburse the Company for one-half (1/2) of the sign-on bonus.  Such reimbursement shall be made by Executive
within 10 days of such termination.


 


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(iii)       Long-Term Cash-Based Incentive Plan.  Executive shall be eligible to
participate in the Company’s Long-Term Cash-Based Incentive Plan, as
established from time to time by the Committee and subject to achievement of
the performance goals specified thereunder. 
Executive’s target bonus will be 75% of Base Salary, pro-rated for the
first year of employment to reflect the actual start date.  Awards payable under this plan will be earned
over a three-year period based on the achievement of performance metrics.


 


                (d)           Benefits; Stock Options; Restricted Stock.  In addition to the Base Salary and bonus plans
referred to above, the Executive shall be entitled to participate in such
employee benefit plans or programs of the Company, and shall be entitled to
such other fringe benefits, as are from time to time made available by the
Company generally to employees of the Executive’s position, tenure, salary, and
other qualifications.  Without limiting
the generality of the foregoing, the Executive shall receive:


(i)         Initial Hire
Grants.  Effective upon Executive’s first day of
employment (the “Grant Date”), Executive shall be granted the following
pursuant to the terms of the Company’s 2000 Stock Incentive Plan, as amended
(the “Plan”):


(1)           A restricted stock award in the amount of 150,000 shares of Veeco Common
Stock and subject to the terms and conditions specified in the form of award
notice attached hereto as Appendix A. 
The restrictions on these shares will lapse with respect to one third of
the total award on each of the first three anniversaries of the Grant Date as
specified in Appendix A.


(2)           A stock option award to purchase 250,000 shares of Veeco Common Stock
with an exercise price equal to the fair market value of Veeco Common Stock on
the Grant Date and subject to the terms and conditions specified in the
Plan.  One third of these options shall
become exercisable on each of the first three anniversaries of the Grant Date.


 


(ii)        2008 Grants.  On
the same date as annual awards are generally made to other eligible employees
(the “2008 Grant Date”), Executive shall, if actively employed in good
standing, receive the following:


(1)           A restricted stock award in the amount of 50,000 shares of Veeco Common
Stock. The restrictions on these shares will lapse with respect to one third of
the total award on each of the first three anniversaries of the 2008 Grant Date
and this award shall be subject to terms and conditions substantially similar
to those specified in Appendix A.


(2)           A stock option award to purchase 100,000 shares of Veeco Common Stock
with an exercise price equal to the fair market value of Veeco Common Stock on
the 2008 Grant Date.  One third of these
options shall become exercisable on each of the first three anniversaries of
the 2008 Grant Date and these options shall be subject to the terms and
conditions specified in the Plan.


In the event of any
change in the capital structure of the Company on or before the 2008 Grant
Date, the number of shares of Veeco Common Stock subject to the 2008 Grants
shall be adjusted equitably to reflect any such change.


 


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(iii)       Car Allowance. 
During the employment period, the Company will pay the Executive
a car allowance of $1,500, subject to
applicable tax withholding, which shall be paid not less frequently than on a
monthly basis in accordance with the Company’s regular payroll practices.


(iv)       Vacation. 
Executive shall accrue vacation at the rate of four weeks per calendar
year.  As of the start date of
employment, Executive shall be awarded a vacation bank of two weeks of vacation
and during the remainder of calendar year 2007 will accrue vacation at the rate
consistent with an annual four week vacation accrual.


 


(v)        Relocation. 
Executive’s office will be based in Woodbury, New York.  During the first year of Executive’s
employment (and prior to Executive’s relocation to the Woodbury, NY area), the
Company will reimburse Executive’s reasonable housing and transportation
expenses, including a tax gross-up for these amounts.  Such amounts, including the tax gross-up,
shall not exceed $100,000.  The Company shall
also reimburse Executive an amount equal to closing costs on the sale and
purchase of a home and movement/storage of household goods at such time as
Executive relocates to the Woodbury, NY area.


 


                (e)           Reimbursement of Expenses.  The Company will reimburse the Executive, in
accordance with the practices in effect from time to time for other officers or
staff personnel of the Company, for all reasonable and necessary traveling
expenses and other disbursements incurred by the Executive for or on behalf of
the Company in the performance of the Executive’s duties hereunder, upon
presentation by the Executive to the Company of appropriate vouchers or
documentation.


 


                (f)            Continuation of Benefits.  The
Executive acknowledges and agrees that the Company does not guarantee the
adoption or continuance of any particular employee benefit plan or program or
other fringe benefit during the employment period, and participation by the
Executive in any such plan or program shall be subject to the rules and
regulations applicable thereto.


 


                (g)           Certain Reimbursement Requirements.  Any reimbursement provided under Section
2(d)(v) and Section 2(e) shall (i) be paid no later than the last day of
Executive’s tax year following the tax year in which the expense was incurred,
(ii) not be affected by any other expenses that are eligible for reimbursement
in any tax year and (iii) not be subject to liquidation or exchange for another
benefit; provided, however, a reimbursement payment for tax gross-ups shall be
made no later than the end of the Executive’s tax year immediately following
the tax year in which Executive remits the related taxes to an agency.


 


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                3.             Compensation Upon Termination.  (a)  If
Executive’s employment with the Company terminates for any reason (including,
death or Disability and whether or not such termination results from or is in
connection with a Change in Control), other than pursuant to a termination of
Executive’s employment for Cause or a resignation by the Executive without Good
Reason, and contingent upon Executive’s compliance with this Agreement and
execution of the Release of Claims (as provided in Section 4 below), without
revocation, Executive (or, if applicable, his estate) shall be entitled to the
following benefits:


 


(i)                                     The Company
shall pay Executive severance in an amount equal to the amount of Executive’s
annual base salary as in effect immediately prior to such termination (but
without regard to any salary reduction program then in place) which would have
been payable over the Severance Period absent such termination.  This severance shall be payable over the
Severance Period in equal installments on Employer’s regular pay days, in each
case commencing on the Company’s first pay day which is at least 21 days after
the later of (i) expiration of the applicable revocation period following
execution of the Release of Claims (without revocation)  and (ii) the termination date.


 


(ii)                                  Executive shall
be entitled to receive a pro rata portion of his target bonus for the year in which termination occurs under the management bonus plan in effect at
the time of termination.  Such amount
shall be payable on the later of:  (i)
expiration of the applicable revocation period following execution of the
Release of Claims (without revocation)  and
(ii) the same date(s) that the Company makes it bonus payments to employees
generally with regard to such year.


 


(iii)                               During the
Severance Period, the Executive shall be entitled to participate in all group
health and insurance programs and all other benefits, fringe benefits and
perquisites available generally to senior executives of the company (including
in the case of health programs, continued coverage for the Executive’s spouse
and eligible dependents).  In the event
that the Executive’s participation in any such plan or program is prohibited by
operation of law or by the terms of such plan or program as in effect
immediately preceding the date of termination of the employment period, the Company shall arrange to provide (or reimburse
Executive for the reasonable cost of) benefits substantially similar to those
which the Executive would have been entitled to receive under such plans and
programs.  In either event, the level of
Company contribution to such plans shall be equal to the contribution level for
an active executive of the Company.  Nothing herein shall require the Company to
maintain any group benefit plans for its senior executives or prevent the
Company from modifying its group benefit plans or contribution level for its senior
executives. Any reimbursement or benefit the Executive is entitled to receive
pursuant to this Section 3(a)(iii) shall (I) be paid no later than the last day
of Executive’s tax year following the tax year in which the expense was
incurred, (II) not be affected by any other expenses that are eligible for
reimbursement in any tax year and (III) not be subject to liquidation or
exchange for another benefit.


 


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(iv)                              Any options to
purchase shares of the Company’s stock which are held by Executive as of the
date of termination that were not vested and exercisable as of such date shall
become immediately and fully vested and exercisable as of such date.


 


(v)                                 Executive shall
retain the right to exercise any options to purchase shares of the Company’s
stock which are held by Executive as of the date of termination until the
earlier of (a) the end of the Severance Period and (b) the expiration of the
original full term of each such option.


 


(vi)                              Any shares of
restricted stock or restricted stock units which are held by Executive as of
the date of termination shall become vested and the restrictions with regard
thereto shall lapse upon such termination.


 


(vii)                           The Sign-On
Bonus, if not previously paid, shall be paid within 21 days after the later of
(I) expiration of the applicable revocation period following execution of the
Release of Claims (without revocation)  and
(II) the termination date.


 


                (b)           If Executive’s employment with the
Company is terminated by the Company for Cause or is terminated by Executive
without Good Reason, the Executive will not have any further rights or claims
against the Company under this Agreement except the right to receive (i) the
unpaid portion of Executive’s base salary computed on a pro rata basis to the date of termination,
(ii) payment of his previously accrued but unpaid rights that are then payable
in accordance with the terms of any incentive compensation, equity incentive,
retirement, employee welfare or other employee benefit plans or programs of the
Company in which the Executive is then participating, and (iii) reimbursement
for any expenses for which the Executive shall not have theretofore been
reimbursed, provided such reimbursement shall be subject to the applicable requirements
provided in Section 2(g).


 


                4.             Release of Claims.  Receipt of the benefits described in Section
3 is conditioned upon the execution by Executive (without revocation) of a
general release and waiver of claims against the Company in a form satisfactory
to the Company.  In the case of
termination on account of death or Disability, such general release and waiver
of claims may be provided by Executive’s personal representative or in another
manner reasonably satisfactory to the Company.


 


                5.             Confidentiality and Assignment
of Inventions.


 


                (a)           Confidentiality.  During the term of Executive’s employment
with Employer and for five years thereafter, Executive will not use or disclose
to any individual or entity any Confidential Information (as defined below)
except (i) in the performance of Executive’s duties for Employer, (ii) as
authorized in writing by Employer, or (iii) as required by law or legal
process, provided, that, prior written notice of such required disclosure is
provided to Employer and, provided, further, that, all reasonable efforts to
preserve the confidentiality of such information shall be made.  As used herein, “Confidential Information”
shall mean information that (i) is used or potentially useful in Employer’s
business, (ii) Employer treats as proprietary,


 


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private or confidential, and (iii) is not
generally known to the public.  “Confidential
Information” includes, without limitation to, information relating to Employer’s
products or services, processing, manufacturing, selling, customer lists, call
lists, customer data, memoranda, notes, records, technical data, sketches,
plans, drawings, chemical formulae, trade secrets, composition of products,
research and development data, sources of supply and material, operating and
cost data, financial information, and information contained in manuals or
memoranda.  “Confidential Information”
also includes proprietary and/or confidential information of Employer’s
customers, suppliers and trading partners who may share such information with
Employer pursuant to a confidentiality agreement or otherwise.  The Executive agrees to treat all such
customer, supplier or trading partner information as “Confidential Information”
hereunder.


 


                (b)           Inventions.  (i) 
Attached as Appendix B hereto is a compete and accurate list of
each invention, discovery, idea, improvement or application (each, an “Invention”)
whether or not patentable, conceived, developed, created or made by Executive,
either alone or with others, prior to employment with Employer.  Except as set forth on Appendix B,
Executive has no unpatented Inventions which are to be withheld from this
Agreement and all present or future Inventions that are created, conceived,
developed or made by Executive during his employment or pursuant to clause
5(b)(ii)(B) of this Agreement are subject to assignment to Employer hereunder.


 


                                (ii)           Executive shall promptly advise
Employer, in writing, of each Invention, whether or not patentable, which is in
any way or manner related to the business of Employer or resulting from or was
suggested by any work done for Employer and which is conceived, developed,
created or made by Executive, alone or with others, (A) during his employment
with Employer or (B) within two years after the termination of Executive’s
employment with Employer but which is based on Employer’s trade secrets or
Confidential Information (each, an “Employer Related Invention”).  Each Employer Related Invention shall become
the sole and exclusive property of Employer. 
Executive agrees to disclose the same promptly to Employer, to execute
all documents requested by Employer for vesting in it the entire right, title
and interest in and to the same, to execute all documents requested by Employer
for filing and prosecuting such applications for patents, copyrights and/or
trademarks as Employer, in its sole discretion may desire to prosecute, and to
give Employer all the assistance it reasonably requires, including the giving
of testimony in any suit, action or proceeding, in order to obtain, maintain
and protect Employer’s right therein and thereto.


 


                                (iii)          The assignment of inventions contained
herein shall not apply to an invention that the Executive develops entirely on
his own time without using the Employer’s equipment, supplies, facilities or
trade secret information except for those inventions that either:  (1) relate at the time of conception or
reduction to practice of the invention to the Employer’s business, or actual or
demonstrably anticipated research or development of the Employer; or (2) result
from any work performed by the Executive for the Employer.


 


                (c)           Independent Obligations.  Executive acknowledges and agrees that the
obligations and covenants under this Section 5 are intended to be, and shall be
construed as, agreements separate and independent from other terms and
provisions of his employment.  The
existence of any claim or cause of action by Executive against Employer,
whether predicated on Executive’s


 


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employment or otherwise, shall not constitute
a defense to the enforcement by Employer of said covenants.


 


                (d)           Survival.  In the event of termination of employment by
either party, the provisions of this Section 5 will remain in effect.  Upon termination, Executive will immediately
deliver to Employer all property belonging to Employer then in the Executive’s
possession or control, including all Documents embodying Confidential
Information.  As used herein, “Documents”
shall mean originals or copies of files, memoranda, correspondence, notes,
photographs, slides, overheads, audio or video tapes, cassettes, or disks, and
records maintained on computer or other electronic media.


 


                6.             Non-Competition.  For the duration of Executive’s employment
with the Company and (a) if severance is payable under Section 3 following the
termination of such employment, for the Severance Period or (b) if severance is
not payable under Section 3 following termination of such employment, for
twelve (12) months following such termination (collectively, the “Noncompete
Period”), Executive will not, without the prior written consent of the Company,
directly or indirectly, engage or invest in, own, manage, operate, finance,
control or participate in the ownership, management, operation, financing or
control of, be employed by, associated with, or in any manner connected with,
lend Executive’s name to, lend Executive’s credit to or render services or
advice to, any business whose products or activities compete in whole or in
part with the former, current or currently contemplated products or activities
of the Company or any of its subsidiaries, in any state of the United States or
in any country in which the Company or any of its subsidiaries sells products
or conducts business; provided, however,
that Executive may purchase or otherwise acquire up to (but not more than) one
percent of any class of securities of any enterprise (but without otherwise
participating in the activities of such enterprise) if such securities are
listed on any national or regional securities exchange or have been registered
under Section 12(g) of the Securities Exchange Act of 1934, as amended.  Executive agrees that this covenant is
reasonable with respect to its duration, geographical area, and scope.  During the Noncompete Period, Executive will,
within ten days after accepting any employment, advise the Company of the
identity of any employer of Executive. 
Receipt of the benefits provided under Section 3 is conditioned upon
compliance by Executive with this Section.


 


                7.             Non-Solicitation; Non-Hire.  For the Noncompete Period, Executive hereby
agrees that Executive will not, directly or indirectly, either for himself or
any other person:  (a) induce or attempt
to induce any employee of the Company or any of its subsidiaries to leave the
employ of the Company or such subsidiary, (b) in any way interfere with
the relationship between the Company and its subsidiaries and any employee of
the Company or any of its subsidiaries, (c) employ, or otherwise engage as
an employee, independent contractor or otherwise, any current or former
employee of the Company or any of its subsidiaries, other than such former
employees who have not worked for the Company or any of its subsidiaries in the
prior 12 months; (d) induce or attempt to induce any customer, supplier,
licensee or business relation of the Company or any of its subsidiaries to
cease doing business with the Company or such subsidiary, or in any way
interfere with the relationship between the Company and its subsidiaries and
any customer, supplier, licensee or business relation of the Company or any of
its subsidiaries; or (e) solicit the business of any person known to Executive
to be a customer of


 


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the Company or any of its subsidiaries,
whether or not Executive had personal contact with such person, with respect to
products or activities which compete in whole or in part with the former,
current or currently contemplated products or activities of the Company and its
subsidiaries or the products or activities of the Company and its subsidiaries
in existence or contemplated at the time of termination of Executive’s
employment.  Receipt of the benefits
provided under Section 3 is conditioned upon compliance by Executive with this
Section.


 


                8.             Cutback of Certain Payments.  Notwithstanding any provision in this
Agreement, in the event that Executive would receive a greater after-tax
benefit from the Capped Benefit (as defined below) than from the payments due
as a result of the termination of Executive hereunder and under any other
agreement, plan or program (the “Specified Benefits”), the Capped Benefit shall
be paid to Executive and the Specified Benefits shall not be paid.  The “Capped Benefit” shall mean the Specified
Benefits, reduced by the amount necessary to prevent any portion of the
Specified Benefits from being “parachute payments” as defined in Section
280G(b)(2) of the Internal Revenue Code of 1986, as amended (“IRC”), or any
successor provision.  For purposes of
determining whether Executive would receive a greater after-tax benefit from
the Capped Benefit than from the Specified Benefits, there shall be taken into
account all payments and benefits Executive will receive upon a change in
control of the Company (collectively, excluding the Specified Benefits, the “Change
of Control Payments”).  To determine
whether Executive’s after-tax benefit from the Capped Benefit would be greater
than Executive’s after-tax benefit from the Specified Benefits, there shall be
subtracted from the sum of the before-tax Specified Benefits and the Change of
Control Payments (including the monetary value of any non-cash benefits) any
excise tax that would be imposed under IRC § 4999 and all federal, state and
local taxes required to be paid by Executive in respect of the receipt of such
payments, assuming that such payments would be taxed at the highest marginal
rate applicable to individuals in the year in which the Specified Benefits are
to be paid or such lower rate as Executive advises the Company in writing is
applicable to Executive.  In the event
that the Company and Executive are unable to agree as to the amount of the
reduction described above, if any, Executive shall select a law firm or
accounting firm from among those regularly consulted (during the twelve-month
period immediately prior to the date of termination) by the Company regarding
federal income tax matters, and such law firm or accounting firm shall
determine the amount of such reduction and such determination shall be final
and binding upon Executive and the Company.


 


                9.             Injunctive Relief.  A breach of Executive’s obligations under
Section 5, 6 or 7 hereof may not be one which is capable of being easily
measured by monetary damages and, consequently, Executive specifically agrees
that such sections may be enforced by injunctive relief.  Further, Executive specifically agrees that,
in addition to such injunctive relief, and not in lieu of it, the Company may also
bring suit for damages incurred by the Company as a result of a breach of
Executive’s obligations under such sections.


 


                10.           Arbitration; Waiver of Jury Trial.  Except as provided below and as provided in
Section 9, any dispute or claim arising under this Agreement or in connection
with Executive’s employment with the Company shall be settled solely by
arbitration held in accordance with the Employment Dispute Procedures of the
American Arbitration Association and held in the county and state in which
Executive’s place of employment is located, or any other location mutually
agreed upon by the parties.  Such
proceedings and evidence shall be confidential. 
The arbitrator


 


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shall have the power and the authority to
make such decisions and awards as he or she shall deem appropriate, including,
but not limited to, granting compensatory damages, costs and attorneys fees to
the prevailing party, and the granting or issuance of such mandatory
directions, prohibitions, orders, restraints and other injunctions (other than
any of the foregoing that would reestablish the employment relation formerly
existing between Executive and the Company) that he or she may deem necessary
or advisable directed to or against any of the parties, including a direction or
order requiring specific performance of any covenant, agreement or provision of
this Agreement as a result of a breach or threatened breach thereof.  This agreement to arbitrate all disputes
between the parties includes, but is not limited to, claims under the Age
Discrimination in Employment Act, the Americans with Disabilities Act, the
Family and Medical Leave Act, Title VII of the Civil Rights Act of 1964, the
New York State Human Rights Law, class action claims, all common law claims and
any other federal, State or local law or regulation.  The cost of such arbitration shall be borne
equally by the parties unless otherwise directed by the arbitrator.  Any decision of the arbitrator shall be
final, binding and conclusive upon all of the parties hereto and said decision
may be entered as a final judgment in any court of competent jurisdiction.  With respect to the claims described in
Section 9 and to the extent that any claim is found not to be subject to
arbitration, such claims shall be decided either by the U.S. District Court or
the state court of general jurisdiction in and for the judicial district in
which Executive’s place of employment is located, by a judge sitting without a
jury, to ensure rapid adjudication of those claims and proper application of
existing law.


 


                11.           Governing Law; Severability.  This Agreement will be governed by, and
construed and enforced in accordance with, the laws of the State of New York,
without regard to the conflicts of laws principles thereof.  If any provision of this Agreement is
prohibited or unenforceable in any jurisdiction, then such provision will, as
to such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction will not invalidate or
render unenforceable such provision in any other jurisdiction.


 


                12.           Notices.  Notices and other communications hereunder
will be in writing and will be delivered personally or sent by air courier or
first class certified or registered mail, return receipt requested and postage
prepaid, addressed as follows:


 


	
  if to the Company, to:

   

  Veeco
  Instruments Inc.

  100
  Sunnyside Boulevard

  Woodbury,
  New York 11797

  Attention:
  General Counsel

  	
   

  	
  if to the Executive, to:



  the last residential
  address of Executive known to the Company



  



 


All notices and other communications given to
any party hereto in accordance with the provisions of this Agreement will be
deemed to have been given on the date of delivery, if personally delivered; on
the business day after the date when sent, if sent by air courier; and on the
third business day after the date when sent, if sent by mail, in each case
addressed to such party as provided in this section or in accordance with the
latest unrevoked direction from such party.


 


11

















 


                13.           Offset; Withholding.  The amount of severance pay provided under
this Agreement, if any, may serve to offset or reduce any severance,
termination or similar payments the Company may be required to pay Executive
under federal, state and local laws or any separate severance policy or plan of
the Company.  The Company is authorized
to withhold, or cause to be withheld, from any payment or benefit under this
Agreement the full amount of any applicable withholding taxes or other
applicable deductions.


 


                14.           IRC Section 409A.  The parties understand and agree that certain
payments contemplated by this Agreement, including severance pay, may be “deferred
compensation” for purposes of IRC Section 409A. 
Notwithstanding any provision of this Agreement to the contrary, any
payments constituting deferred compensation required to be made upon or in
respect of the Executive’s termination of employment hereunder shall not be
paid prior to six months after the Executive’s termination of employment, to
the extent necessary to comply with IRC Section 409A(2)(B)(i).  The Company shall identify in writing
delivered to the Executive any payments it reasonably determines are subject to
delay hereunder and shall promptly pay any such delayed payments, without
interest, at the conclusion of the applicable six month period (or, if later,
when scheduled to be paid under the terms of the Agreement).  No deferred compensation payable hereunder
shall be subject to acceleration or to any change in the specified time or
method of payment, except as otherwise provided under this Agreement and
consistent with IRC Section 409A.  In no
event shall the Company have any liability or obligation with respect to taxes
for which the Executive may become liable as a result of the application of IRC
Section 409A.


 


15.           Assignment; Successors.  This Agreement is personal to Executive and
Executive shall not assign or transfer this Agreement or any of his rights or
obligations hereunder.  The provisions
hereof will inure to the benefit of, and be binding upon, the respective heirs,
legal representatives and successors of Executive and each successor of the
Company, whether by merger, consolidation, transfer of all or substantially all
of its assets or otherwise.


 


                16.           Legal Fees.  The Company hereby agrees to pay the legal
fees and expenses of DLA Piper in connection with their representing Executive
in the negotiation and documentation of this Agreement (not to exceed
$5,000).  Such payment shall be made
before August 31, 2007.


 


                17.           Cooperation.  Following any termination of Executive’s
employment, Executive shall reasonably cooperate with the Company, at mutually
convenient times, in connection with (i) all matters relating to the completion
or transition of pending work on behalf of the Company, and (ii) any existing
or future internal or external investigation or litigation in which the Company
deems Executive’s cooperation necessary.


 


18.           Entire Agreement; Amendment; Waiver.  This Agreement contains the entire agreement
between the parties with respect to the subject matter hereof and supersedes
all prior agreements or understandings among the parties with respect thereto including the offer letter dated April 19,
2007.  This Agreement may be
amended or terminated only in a writing signed by the parties hereto.  The waiver by either party of a breach of any
provision of this Agreement by the other party must be in writing and will not
operate, or be construed as, a waiver of any subsequent breach by such other
party.


 


12

















 


                19.           Headings.  The section headings contained in this
Agreement are for reference purposes only and will not affect in any way the meaning
or interpretation of this Agreement.


 


                20.           Effective Date. 
This Agreement shall become
effective on July 1, 2007.


*     *     *    
*     *


 


                IN
WITNESS WHEREOF, the parties have duly executed this Agreement as of the date
first above written.


 


	
  VEECO INSTRUMENTS INC. 

  	
  EXECUTIVE 

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
  John R. Peeler

  	
   

  
	
  Title:

  	
   

  
	
   

  	
  Position:

  	
  Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  Initial Base Salary:

  	
  $600,000

  
	
   

  	
   

  	
   

  
	
   

  	
  Severance Period:

  	
  36 months

  
						



 


13

















 


APPENDIX A


NOTICE OF RESTRICTED STOCK AWARD


 


 


VEECO
INSTRUMENTS INC.


NOTICE
OF RESTRICTED STOCK AWARD


                Veeco
Instruments Inc. (the “Company”), is pleased to confirm the award to the
employee named below (“Participant”) of restricted shares of common
stock, par value $0.01 per share, of the Company described below.


 


	
  Participant:

  	
   

  	
                                         

  
	
   

  	
   

  	
   

  
	
  Award Date:

  	
   

  	
                             ,
  2007

  
	
   

  	
   

  	
   

  
	
  Aggregate
  number of shares of Restricted

  Stock subject to the Award (the “Award”):

  	
   

  	
  

                           
  Shares

  
	
   

  	
   

  	
   

  
	
  Vesting/Lapsing
  of Restrictions:



  	
   

  	
  One-third of the shares
  comprising the Award will vest, and the restrictions with respect to such
  shares shall lapse, on each of first three anniversaries of the Award Date.

  
	
   

  	
   

  	
   

  
	
  Additional
  Provisions:

  	
   

  	
  This Award shall be
  subject to the terms and conditions set forth in the Veeco Instruments Inc.
  Terms and Conditions of Restricted Stock Award (2007) (the “Terms and
  Conditions”). Unless Participant notifies Veeco within 10 days following
  receipt of this notice that he or she declines this Award, Participant will
  be deemed to have accepted and agreed to the Terms and Conditions. Any such
  notice should be in writing and sent to Veeco Instruments Inc., Attention:
  General Counsel, 100 Sunnyside Boulevard, Suite B, Woodbury, NY 11797 or by
  facsimile to 516-677-0380.

  
	
   

  	
   

  
	
   

  	
   

  	
  VEECO INSTRUMENTS INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
						



 


A-1

















 


VEECO INSTRUMENTS INC.


 


TERMS AND CONDITIONS OF RESTRICTED STOCK AWARD


(2007)


 


These TERMS AND CONDITIONS
OF RESTRICTED STOCK AWARD (2007) (these “Terms and Conditions”) apply to
any award by Veeco Instruments Inc., a Delaware corporation (the “Company”),
of the Company’s common stock, par value $0.01 per share (“Common Stock”),
subject to certain restrictions (“Restricted Stock”), pursuant to the
Veeco Instruments Inc. 2000 Stock Incentive Plan (as it may be amended from
time to time, the “Plan”), which specifically references these Terms and
Conditions.


ARTICLE 1.


DEFINITIONS


 


Section
1.1             In General.  Capitalized terms used but not defined herein
shall have the meanings assigned to such terms in the Plan and/or the
applicable Notice of Restricted Stock Award. 
In addition, wherever the following term is used in these Terms and
Conditions, it shall have the meaning specified below, unless the context
clearly indicates otherwise.


Section
1.2             “Restrictions”
shall mean the restrictions on sale or other transfer set forth in Section 4.2
and the exposure to forfeiture set forth in Section 3.1.


ARTICLE
2.

RESTRICTED STOCK  AWARD


Section
2.1             Award of
Restricted Stock.  The Award is made
in consideration of the Participant’s agreement to remain in the employ of the
Company and for other good and valuable consideration which the Committee has
determined exceeds the aggregate par value of the shares of Common Stock
subject to the Award.


Section
2.2             Award Subject to
Plan.  The Award is subject to the
terms and provisions of the Plan, including without limitation Section 8
thereof.


ARTICLE 3.

RESTRICTIONS


Section 3.1             Forfeiture.  Unless otherwise provided by written
agreement between the Company and Participant, which may be entered into at any
time, including in connection with the termination of Participant’s employment,
any shares of Restricted Stock which are not vested at the time Participant’s
employment with the Company or one of its Subsidiaries terminates shall
thereupon be forfeited immediately and without any further action by the
Company or the Participant.


 


A-2

















 


Section 3.2             Vesting
and Lapse of Restrictions.  Subject
to Section 3.1, the Restrictions shall lapse with respect to the Restricted
Stock subject to the Award, and the Participant’s rights thereto shall vest, as
follows: 


	
  Date:

  	
   

  	
  Restrictions
  Shall

  Lapse with Respect to:

  
	
  First
  Anniversary of Award Date

  	
   

  	
  One-third
  of the Award

  
	
  Second
  Anniversary of Award Date

  	
   

  	
  One-third
  of the Award

  
	
  Third
  Anniversary of Award Date

  	
   

  	
  One-third
  of the Award

  



 


provided, in each case, that the Participant
remains continuously employed in active service from the Award Date through
such vesting date.


Section 3.3             Legend.  Until such time as the Restrictions have
lapsed, the Company may instruct the transfer agent for the Common Stock and/or
other record-keepers to include a restrictive code or similar notation in its
records (or legend on stock certificates, if any) to denote the Restrictions
and any applicable federal and/or state securities laws restrictions relating
to Restricted Stock.  The notation or
legend may include the following:


“THE SECURITIES
REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS SET FORTH IN THE
PLAN AND IN THE TERMS AND CONDITIONS APPLICABLE TO THE RESTRICTED STOCK AWARD,
COPIES OF WHICH ARE ON FILE AT THE PRINCIPAL OFFICE OF THE CORPORATION.”


Section 3.4             Payment
of Taxes; Issuance of Shares.


(a)                           Participant understands, acknowledges and
agrees that, unless a Section 83(b) election is made (as described in Section
3.6), the difference between the Fair Market Value of the Restricted Stock at
the time it vests, and the amount, if any, paid by the Participant for such
stock is subject to state and federal income taxes and Participant is
responsible for paying such taxes.


(b)                           If the Company is required to withhold any
such taxes, Participant hereby authorizes any brokerage firm determined
acceptable to the Company for such purposes to sell on Participant’s behalf a
whole number of shares from the number of vested shares of Restricted Stock
delivered to Participant at the time the Restrictions lapse to generate cash
proceeds sufficient to satisfy the tax withholding obligation, provided that no
such sale shall be made if such sale would violate any applicable securities
law.  The shares will be sold as soon as
practicable following the day the tax withholding obligation arises.  The Participant will be responsible for all
brokerage fees and other costs of sale and Participant agrees to indemnify and
hold the Company harmless from any losses, costs, damages, or expenses relating
to any such sale.  Participant
acknowledges that the Company or its designee is under no obligation to arrange
for such sale at any particular price, and that the proceeds of any such sale
may not be sufficient to satisfy Participant’s tax withholding obligation.  Accordingly, Participant agrees to pay to the
Company as soon as practicable any amount of the tax withholding obligation
that is not satisfied by the sale of shares described above.  The Company may, at its discretion, fulfill
its


 


A-3

















 


tax withholding obligation
by reducing the number  of  vested  shares  of Restricted Stock delivered to Participant at the time the
Restrictions lapse by the number  of  shares  of  Restricted Stock required to satisfy such
tax withholding requirements (based on the Fair Market Value of shares at such
time).  Such shares of vested Restricted
Stock shall be returned to the Company. 
Participant’s acknowledgement and acceptance of these tax provisions are
conditions precedent to the right of Participant to receive the Restricted
Stock under the Plan and this Agreement.


(c)                           In lieu of the sale or reduction of shares
delivered described in paragraph (b) above, Participant may pay to the Company
the amount of tax required to be withheld in cash, by check or in other form
satisfactory to the Company.  Such
payment must be made by the date on which the Restrictions lapse or such later
date as is established by the Company (not to exceed 15 days after the date on
which the Restrictions lapse).


(d)                           The Shares will be deposited directly into
Participant’s brokerage account with the Company’s approved broker when vested
and any applicable withholding obligations have been satisfied.


Section 3.5             Certain Changes in Capitalization.  If the shares of the Company’s Common Stock
as a whole are increased, decreased, changed into or exchanged for a different
number or kind of shares or securities of the Company, whether through merger,
consolidation, reorganization, recapitalization, reclassification, stock
dividend, stock split, combination of shares, exchange of shares, change in
corporate structure or the like, the Committee, in its sole discretion, shall
have the discretion and power to determine and to make effective provision for
acceleration of the time or times at which any Restrictions shall lapse or be
removed.  In addition, in the case of the
occurrence of any event described in this Section 3.5, the Committee, subject
to the provisions of the Plan and these Terms and Conditions, shall make an
appropriate and proportionate adjustment in the number and kind of shares of
Restricted Stock, to the end that after such event the Participant’s
proportionate interest shall be maintained as before the occurrence of such
event.  Any such adjustment made by the
Committee shall be final and binding upon the Participant, the Company and all
other interested persons. In the event that the Participant receives any new or
additional or different shares or securities by reason of any transaction or
event described in this Section 3.5, such new or additional or different shares
or securities which are attributable to the Participant in his capacity as the
registered owner of the Restricted Stock then subject to Restrictions, shall be
considered to be Restricted Stock and shall be subject to all of the
Restrictions.


Section 3.6             Section 83(b) Election.  Participant understands that, under
Section 83(a) of the Internal Revenue Code of 1986, as amended (the “Code”),
the Participant will recognize as ordinary income the difference between the
amount, if any, paid for the shares of Common Stock and the Fair Market Value
of such shares at the time the Restrictions on such shares lapse.  Participant understands that, notwithstanding
the preceding sentence, Participant may elect to be taxed at the time of the
Award Date, rather that at the time the Restrictions lapse, by filing an
election under Section 83(b) of the Code (an “83(b) Election”) with
the Internal Revenue Service within 30 days of the Award Date. In the event
Participant files an 83(b) Election, Participant will recognize ordinary income
in an amount equal to the difference between the amount, if any, paid for the
shares of Common Stock and the Fair Market Value of such shares as of the Award
Date, and will be responsible for paying all such taxes, and, if


 


A-4

















 


applicable, paying the
Company the amount of any tax required to be withheld thereon at the time of
such election, in the manner set forth in Section 3.4.  Participant further understands that a copy
of such 83(b) Election form must be filed with his or her federal income tax
return for the calendar year in which the Award falls, and a copy delivered to
the Company.  Participant acknowledges
that the foregoing is only a summary of the effect of United States federal
income taxation with respect to the award of Restricted Stock hereunder, and
does not purport to be complete or to deal with any state local, or foreign tax
requirements that might apply.  PARTICIPANT
FURTHER ACKNOWLEDGES THAT THE COMPANY IS NOT RESPONSIBLE FOR FILING THE
PARTICIPANT’S 83(b) ELECTION, AND THE COMPANY HAS DIRECTED PARTICIPANT TO SEEK
INDEPENDENT ADVICE REGARDING THE APPLICABLE PROVISIONS OF THE CODE, THE INCOME
TAX LAWS OF ANY MUNICIPALITY, STATE OR FEDERAL GOVERNMENT OR FOREIGN COUNTRY IN
WHICH PARTICIPANT MAY RESIDE, AND THE TAX CONSEQUENCES OF PARTICIPANT’S DEATH.


ARTICLE
4.

OTHER PROVISIONS


Section 4.1             Book
Entry; Escrow.  The Shares
representing the Restricted Stock will be held in book-entry or global
certificate form.  If the Company instead
chooses to issue share certificates representing the Restricted Stock, the
certificates for the Restricted Stock shall be deposited in escrow with the
Secretary or Assistant Secretary of the Company or such other escrow holder as
the Company may appoint; provided, however,
that in no event shall the Participant retain physical custody of any
certificates representing unvested Restricted Stock issued to him.  The deposited certificates shall remain in
escrow until all of the Restrictions lapse or shall have been removed.


Section
4.2             Restricted Stock
Not Transferable.  No Restricted
Stock or any interest or right therein or part thereof shall be liable for the
debts, contracts or engagements of the Participant or his successors in
interest or shall be subject to disposition by transfer, alienation,
anticipation, pledge, encumbrance, assignment or any other means whether such
disposition be voluntary or involuntary or by operation of law by judgment,
levy, attachment, garnishment or any other legal or equitable proceedings
(including bankruptcy), and any attempted disposition thereof shall be null and
void and of no effect; provided, however,
that this Section 4.2 shall not prevent transfers by will or by applicable laws
of descent and distribution.


Section 4.3             Rights as Stockholder.  Except as otherwise provided herein, upon
issuance of the shares of Restricted Stock pursuant to Section 4.1, the
Participant shall have all the rights of a stockholder with respect to said
shares, subject to the Restrictions herein, including the right to vote the
shares and to receive all dividends or other distributions paid or made with
respect to the shares or Restricted Stock; provided, however, that any and all shares of Common Stock received by the Participant
with respect to such Restricted Stock as a result of stock dividends, stock
splits or any other form of recapitalization shall also be subject to the
Restrictions until the Restrictions on the underlying shares of Restricted
Stock lapse or are removed pursuant to these Terms and Conditions.


Section
4.4             No Right to
Continued Employment.  Nothing in
these Terms and Conditions or in the Plan shall confer upon the Participant any
right to continue in the employ of


 


A-5

















 


the Company or any of its
Subsidiaries or shall interfere with or restrict in any way the rights of the
Company or its Subsidiaries, which are hereby expressly reserved, to discharge
the Participant at any time for any reason whatsoever, with or without cause,
except as may otherwise be provided by any written agreement entered into by
and between the Company and the Participant.


Section 4.5             Governing Law.  
The laws of the State of Delaware shall govern the interpretation,
validity, administration, enforcement and performance of the terms of these
Terms and Conditions regardless of the law that might be applied under
principles of conflicts of laws.


Section
4.6             Conformity to
Securities Laws.  The Participant
acknowledges that the Plan and these Terms and Conditions are intended to
conform to the extent necessary with all provisions of the Securities Act of
1933, as amended, and the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), and any and all regulations and rules promulgated thereunder by the
Securities and Exchange Commission, including without limitation Rule 16b-3
under the Exchange Act.  Notwithstanding
anything herein to the contrary, the Plan shall be administered, and the Awards
are granted, only in such a manner as to conform to such laws, rules and
regulations.  To the extent permitted by
applicable law, the Plan and these Terms and Conditions shall be deemed amended
to the extent necessary to conform to such laws, rules and regulations.


Section
4.7             Amendment,
Suspension and Termination.  The
Award and these Terms and Conditions may be wholly or partially amended or
otherwise modified, suspended or terminated at any time or from time to time by
the Committee or the Board, provided
that, except as may otherwise be provided by the Plan, neither the amendment,
suspension nor termination of the Award or these Terms and Conditions shall,
without the consent of the Participant, alter or impair any rights or
obligations under any Award.


Section
4.8             Notices.  Notices required or permitted hereunder shall
be given in writing and shall be deemed effectively given upon personal
delivery or upon deposit in the United States mail by certified mail, with
postage and fees prepaid, addressed to the Participant to his address shown in
the Company records, and to the Company at its principal executive office.


Section
4.9             Severability.
The invalidity or unenforceability of any paragraph or provision of these Terms
and Conditions shall not affect the validity or enforceability of any other
paragraph or provision, and all other provisions shall remain in full force and
effect.  If any provision of these Terms
and Conditions is held to be excessively broad, then such provision shall be
reformed and construed by limiting and reducing it so as to be enforceable to
the maximum extent permitted by law.


Section
4.10           Certain Provisions
Applicable to Participants Employed at International Locations.  The Company will assess its requirements
regarding tax, social insurance and any other payroll tax (“Tax-Related
Items”) withholding and reporting in connection with the shares of
Restricted Stock.  These requirements may
change from time to time as laws or interpretations change.  Regardless of the actions of the Company in
this regard, Participant hereby acknowledges and agrees that the ultimate
liability for any and all Tax-


 


A-6

















 


Related Items is and remains
his or her responsibility and liability and that the Company makes no
representations nor undertakings regarding treatment of any Tax-Related Items
in connection with any aspect of the grant of Restricted Stock and does not
commit to structure the terms of the grant or any aspect of the Restricted
Stock to reduce or eliminate the Participant’s liability regarding Tax-Related
Items.  In the event that the Company
must withhold any Tax-Related Items as a result of the grant or vesting of the
Restricted Stock, Participant agrees to make arrangements satisfactory to the
Company to satisfy all withholding requirements.  Participant authorizes the Company to
withhold all applicable Tax-Related Items legally due from the Participant from
his or her wages or other cash compensation paid him or her by the Company
and/or to cause the sale of vested shares of Restricted Stock on Participant’s
behalf or reduce the number of vested shares of Restricted Stock delivered to
Participant at the time the restrictions lapse, as contemplated by Section 3.4
above, to satisfy such Tax-Related Items.


Section
4.11           Data Privacy.  Participant consents to the
collection, use and transfer of personal data as described in this
Section.  Participant understands that
the Company and its Subsidiaries hold certain personal information about the Participant,
including the Participant’s name, home address and telephone number, date of
birth, social security number or identification number, salary, nationality,
job title, any shares of stock or directorships held in the Company, details of
all options or any other entitlement to shares of stock (restricted or
otherwise) awarded, cancelled, exercised, vested, unvested or outstanding in
Participant’s favor, for the purpose of managing and administering the Plan (“Data”).  Participant further understands that the
Company and/or its Subsidiaries will transfer Data amongst themselves as
necessary for the purpose of implementation, administration and management of
Participant’s participation in the Plan, and that the Company and/or any of its
Subsidiaries may each further transfer Data to any third parties assisting the
Company in the implementation, administration and management of the Plan (“Data
Recipients”).  Participant
understands that these Data Recipients may be located in the Participant’s
country of residence, the European Economic Area, or elsewhere throughout the
world, such as the United States. 
Participant authorizes the Data Recipients to receive, possess, use,
retain and transfer the Data, in electronic or other form, for the purposes of
implementing, administering and managing Participant’s participation in the
Plan, including any transfer of such Data, as may be required for the
administration of the Plan and/or the subsequent holding of shares on the
Participant’s behalf, to a broker or other third party with whom Participant
may elect to deposit any shares of stock acquired upon vesting of the shares of
Restricted Stock.  Participant
understands that he or she may, at any time, review the Data, require any
necessary amendments to it or withdraw the consent herein in writing by
contacting the Company.  Withdrawal of
consent may, however, affect Participant’s ability to participate in the Plan.


*     *     *    
*     *


 


A-7

















 


APPENDIX B 


INVENTIONS PRIOR TO EMPLOYMENT WITH EMPLOYER


 


	
  Brief Description of Inventions (1)

  	
   

  	
  Right,
  Title or Interest

  and Date Acquired

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  







(1)             “None” unless otherwise indicated.


 


B-1