Exhibit 10.2


 


EMPLOYMENT AGREEMENT


 


                This EMPLOYMENT
AGREEMENT effective April 27, 2007, is by and between Veeco Instruments Inc., a
Delaware corporation (the “Company” or “Employer”), and Edward H. Braun (“Executive”).


 


                The Company and
Executive hereby agree as follows:


 


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


 


                                “Board’s
Designee” shall mean the person to whom the Executive shall report, as
designated by the Board from time to time. 
The initial Board Designee is set forth on the signature page hereto.


 


                                “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 the Company 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 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, in the absence of such a program, for a period of 90 consecutive
days.  Disability of Executive shall be
determined by the Board or the Board’s Designee.


 


                                “Employment
Period” shall mean the period from the date hereof through and including
December 31, 2011.


 


                                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.


 


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


 


(a)           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);


 


(b)           the
Executive involuntarily ceases to be a member of the Board; or


 


(c)           the
breach by the Company of any of its material obligations under this Agreement
(it being understood that termination by Executive for Good Reason pursuant to
this clause (c) shall not constitute an election of remedies or otherwise waive
any rights Executive may have with regard to such breach).


 


                2.             Employment.


 


                (a)           General.  The Company hereby employs the Executive in
the positions and for the periods 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 each such
office, as they may be assigned from time to time by the Board of Directors of
the Company (the “Board”) or the Board’s Designee.  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 will not
be engaged in any other business activity which, in the reasonable judgment of
the Board or the Board’s Designee, 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.  Executive may be entitled to continuation of
compensation and/or other benefits as described in this Agreement depending
upon the circumstances of Executive’s termination of employment.


 


                (b)           Base Salary.  The Company will pay Executive an annual base
salary equal to the amount specified as the Base Salary on the signature page
hereto, payable in accordance with the Company’s normal payroll policy.


 


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                (c)           Bonus.  For the period from the date hereof through
and including December 31, 2008, (i) the Executive shall be eligible to
participate in annual 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, and (ii) Executive’s
target bonus under such plans for such periods will be 100% of Executive’s Base
Salary.


 


                (d)           Benefits; Stock Options.  In addition to the salary and bonus 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 be eligible for such awards,
if any, under the Company’s stock option plan as shall be granted to the
Executive by the Committee or other appropriate designee of the Board acting in
its sole discretion.  During the
Employment Period, the Company will pay the Executive a monthly car allowance
in an amount not less than that previously paid by the Company to
Executive.  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.


 


                (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)            Equity Awards.  Effective on April 27, 2007 (the “Grant Date”),
Executive shall be granted the following awards pursuant to the terms of the
Company’s 2000 Stock Incentive Plan, as amended:


(i)                                         a
stock option award to purchase 250,000 shares of Veeco Common Stock;  one third of these options shall become
exercisable on each of the first three anniversaries of the Grant Date; and


(ii)                                      a restricted stock award in the amount of
175,000 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 Grant Date.


 


                3.             Compensation Upon Termination.  If Executive’s employment with the Company
terminates for any reason, including death or Disability (other than (i) a
termination of Executive’s employment for Cause, (ii) a resignation by the
Executive without Good Reason or (iii) termination at the end of the Employment
Period), 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:


 


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(a)                                  The Company shall continue to pay
Executive the Base Salary which would have been payable absent such
termination.  These amounts shall be
payable over the Employment 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.


 


(b)                                 If such termination occurs prior to the
payment of the annual bonus with respect to 2008, Executive shall be entitled
to receive a pro rata portion of the bonus Executive would have received for
the year in which termination occurs under annual cash incentive plans in
effect at the time of termination based on Executive’s and the Company’s
performance relative to the goals under such plans (less amounts previously
paid).  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.


 


(c)                                  If such termination occurs prior to the
payment of any long-term cash incentive award granted to Executive, then:


(i)                                     If such termination occurs within 12 months
following a “Change of Control,” then Executive will be entitled to receive a
pro-rated portion of any such outstanding long-term cash incentive awards,
which portion will be calculated by the Compensation Committee of the Company’s
Board of Directors as of the later of the date of Executive’s termination or
the date of the Change of Control and based on the Company’s performance
measured from the beginning of the applicable performance period to the end of
the most recently completed fiscal quarter, and will be pro-rated based on the
length of service during the applicable performance period as compared to the
entire performance period, rounded to the nearest whole month.  This award will be paid as soon as practicable
following the Change in Control (or, if later, the date of such termination);
or


 


(ii)                                  If such termination occurs other than as
a result of or within 12 months following a “Change of Control,” then Executive
will be entitled to receive a pro-rated portion of any such outstanding
long-term cash incentive awards at the end of the applicable performance period
based on the Company’s cumulative performance for the performance period and
pro-rated based on the length of service during the applicable performance
period as compared to the entire performance period, rounded to the nearest
whole month.  This award will be paid at
the same time as awards are payable to participants generally with respect to
such performance period.


 


(d)                                 During the Employment Period, the
Executive shall be entitled to participate in all group health and insurance
programs and all other benefits, fringe benefits and


 


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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 the Executive with 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 benefits provided to Executive under such plans during the
Employment Period shall be equal to the level of benefits provided for active
executives of the Company.


 


(e)                                  Any options to purchase shares of the
Company’s stock which were granted to Executive on or after the date hereof and
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 (provided that options granted to Executive between
April 1, 2003 and the day prior to the date hereof shall be treated as provided
in the Employment Agreement dated April 1, 2003 between the Company and
Executive).


 


(f)                                    Executive shall retain the right to
exercise any options to purchase shares of the Company’s stock which were
granted to Executive on or after the date hereof and which are held by
Executive as of the date of termination until the earlier of (a) three (3)
years following the date of such termination and (b) the expiration of the
original full term of each such option (provided that (i) options granted to
Executive between April 3, 2000 and March 31, 2003 shall be treated as provided
in the Employment Agreement dated April 3, 2000 between the Company and
Executive; and (ii) options granted to Executive between April 1, 2003 and the
day prior to the date hereof shall be treated as provided in the Employment
Agreement dated April 1, 2003 between the Company and Executive).


 


(g)                                 All shares of restricted stock or
restricted stock units which (a) were awarded to Executive on or after the date
of this Agreement, (b) are held by Executive as of the date of termination and
(c) continue to be subject to restrictions as of such date shall become vested
and the restrictions with regard thereto shall lapse upon such termination
(provided that restricted stock granted to Executive between June 9, 2006 and
the day prior to the date hereof shall be treated as provided in the Amendment
to Employment Agreement dated June 9, 2006 between the Company and Executive).


 


Other than the benefits provided above in this Section 3, Executive
agrees that no further severance or similar benefits will be payable following
termination.


 


                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


 


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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, 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 A 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 A, Executive has no unpatented Inventions which are to
be withheld from this Agreement and all present or future Inventions of
Executive 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, (i) during his or her employment
with Employer or (ii) 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


 


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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 or her 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 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 as long as Executive is receiving
payments or other benefits from the Company hereunder and for twelve (12)
months thereafter (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.


 


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                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 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.


 


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                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 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, provided that,
in any event, the total cost to the Executive shall not exceed 1% of the
Executive’s most recent annual base salary. 
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.


 


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                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

  

  with a copy to:

  Forchelli, Curto, Schwartz, Mineo,

  Carlino & Cohn, LLP

  330 Old Country Road

  Mineola, New York 11501

  Attention: Anthony
  V. Curto, Esq.

  



 


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.


 


                13.           Offset; Withholding.  The amount of payments to be made following
termination of employment 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.           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.


 


                15.           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, except for (a) the Employment Agreement dated April 3, 2000
between the Company and Executive as it relates to the treatment upon
termination of Executive’s employment of stock options granted between the date
of such agreement and March 31, 2003, which provisions shall continue in
accordance with their terms with respect to such stock options; and (b) the
Employment Agreement dated April 1, 2003, as amended June 9, 2006, between the
Company and Executive as it relates to the treatment upon termination of
Executive’s employment of stock options and restricted stock granted between
the date of such agreement and the day prior to the date hereof, which


 


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provisions shall continue in accordance with their terms with respect
to such stock options and shares of restricted stock.  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.


 


                16.           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.


 


*     *    
*     *     *


 


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


 


	
  VEECO INSTRUMENTS INC. 

   

  	
  EXECUTIVE

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Paul R. Low 

  	
  Edward H. Braun

  
	
  Title:

  	
  Chairman of the Compensation

  Committee, on behalf of the

  Board of Directors

  	
   

  
						



 


 


 


 


	
  Period:

  	
   

  	
  Position:

  	
   

  	
  Base
  Salary:

  	
   

  
	
  Date hereof through such time as theCompany has
  appointed a new CEO (the “CEO Appointment Date”)

   

  	
   

  	
  Chairman and Chief Executive Officer

  	
   

  	
  $650,000

  	
   

  
	
  From the CEO Appointment Date through

  and including December 31, 2008

   

  	
   

  	
  Chairman

  	
   

  	
  $650,000

  	
   

  
	
  January 1, 2009 through and including December 31,
  2011

   

  	
   

  	
  Consultant

  	
   

  	
  $200,000

  	
   

  



 


Initial Board Designee (to whom Executive Shall Report):  None, reports to full Board


 


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APPENDIX A TO


EMPLOYMENT AGREEMENT


 


 


	
  Inventions Prior to Employment with Employer

  



  	
   

  	
   

  
	
  Brief Description

  of Inventions (1)

  	
   

  	
  Right, Title or Interest

  and Date Acquired

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  







(1)             “None” unless otherwise indicated.


 


 


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