Exhibit 10.27


 


Veeco
Instruments Inc.


Annual
Report on Form 10-K for the Year Ended December 31, 2004


 


 


AMENDMENT NO. 3 TO


VEECO INSTRUMENTS INC.


FIRST AMENDED AND RESTATED


EMPLOYEE STOCK PURCHASE PLAN


 


Effective December 23, 2004


 


The Veeco Instruments Inc. First Amended and Restated Employee
Stock Purchase Plan, as amended (the “Plan”), is hereby amended as follows:


 


1.                                       Section 3.04
of the Plan is amended to read, in its entirety, as follows:


 


3.04                        Effective
Date and Term of Plan


 


No Offerings shall be made under the Plan after December 31, 2009.


 


2.                                       Paragraphs
(a) of Section 5.03 of the Plan is amended to read, in its entirety, as
follows:


 


(a)                                  A
Participant may elect to reduce his or her level of payroll deductions during
an Offering period by providing notice in such form and manner as prescribed by
the Administrator no later than 30 days prior to the end of such Offering
Period.  Subject to paragraph (c), a
Participant may make only one such election during an Offering period.


 


3.                                       Paragraphs
(b) of Section 5.03 of the Plan is amended to read, in its entirety, as
follows:


 


(b)                                 A
Participant may elect to discontinue his or her payroll deductions for an
Offering Period by providing notice in such form and manner as prescribed by
the Administrator no later than 30 days prior to the end of such Offering
Period.  A Participant who elects to
discontinue payroll deductions for an Offering may not again resume payroll
deductions for that Offering.


 


4.                                       Section
6.01 of the Plan is amended to read, in its entirety, as follows:


 


6.01                        Offering
Period


 


Offerings to purchase Stock under the Plan will be made during such
periods as the Board or the Committee shall determine prior to the commencement
of such Offering Period, provided, however, that no Offering Period will be
longer than one calendar year or extend beyond the date set forth in Section
3.04.


 





















 


5.                                       Section
6.02 of the Plan is amended to read, in its entirety, as follows:


 


6.02                        Purchase
Price


 


The
purchase price of Stock for an Offering shall be determined by the Board or the
Committee prior to the commencement of such Offering Period, provided, however,
that the purchase price shall not be lower than the lesser of:


 


(a)                                  85 percent
(85%) of the Fair Market Value of the Stock on first business day of the
Offering period; and


 


(b)                                 85 percent
(85%) of the Fair Market Value of the Stock on the last business day of the
Offering period.


 


6.                                       Paragraph
(b) of Section 6.04 of the Plan is amended to read, in its entirety, as
follows:


 


(b)                                 The maximum number of shares of Stock that
may be purchased during Offering Periods falling within the same calendar year
will equal the lesser of the number of shares (i) allowed under Section 423(
b)(8) of the Code, or (ii) determined by the Board or the Committee prior to
the commencement of each such Offering Period.


 


7.                                       Paragraph
(a) of Section 7.01 of the Plan is amended to read, in its entirety, as
follows:


 


(a)                                  A
Participant may withdraw from an Offering at any time prior to the date that is
30 days prior to the end of the respective Offering Period.  The Participant’s notice of withdrawal shall
be made in the form and manner determined by the Administrator.


 


*   *   *   *   *


 


This Amendment was approved by the Compensation Committee of Veeco’s
Board of Directors on December 23, 2004, and will be submitted for approval by
stockholders at Veeco’s 2005 Annual Meeting of Stockholders.


 


2