Exhibit 10.3


FORM OF

AMENDMENT TO LETTER AGREEMENT


	
  Date:

  	
   

  	
  June 9, 2006

  
	
   

  	
   

  	
   

  
	
  Prior Agreement:

  	
   

  	
  Letter Agreement effective [April 1, 2003], by and
  between Veeco Instruments Inc. (the “Company”), and ___________________
  (“Executive”)

  
	
   

  	
   

  	
   

  
	
  Defined Terms:

  	
   

  	
  Capitalized terms used but not defined herein shall
  have the meanings assigned to such terms in the Prior Agreement.

  



 


The undersigned hereby
amend and supplement the Prior Agreement by adding the following provisions:


In the event Executive’s
employment with the Company is terminated without “Cause” or Executive resigns
for “Good Reason,” and contingent upon Executive’s compliance with the
provisions of the Prior Agreement and satisfaction of any conditions precedent
to severance and similar payments under the Prior Agreement (such as execution
and non-revocation of a general release of claims), the following would apply:


Restricted
Stock, Restricted Stock Units:


The Eligible Shares (as
defined below) shall become vested and the restrictions with regard thereto
shall lapse upon such termination.  As
used herein, “Eligible Shares” shall mean all shares of restricted stock or
restricted stock units which (a) were awarded to Executive on or after the date
of this Amendment, (b) are held by Executive as of the date of termination and
(c) continue to be subject to restrictions as of such date.


Long-term
Cash Incentive Awards:


Change in Control
Situation:  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 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).


Non-Change in Control
Situation:  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 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.


Except as amended and
supplemented hereby, the Prior Agreement shall remain in full force and effect.


 


	
  VEECO INSTRUMENTS INC.

  	
  EXECUTIVE:

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  
	
  Title: