Exhibit 10.31





100 Sunnyside Blvd.,
Woodbury, NY 11797 • Phone (516) 677-0200 • Fax (516) 714-1200 • Internet
www.veeco.com


Personal & Confidential


March 13, 2006


Mr Benjamin Loh Gek Lim


Roppongi Hills Residence Unit B-3101


12-2, Roppongi 6-Chome, Minato-Ku


Tokyo
106-0032, Japan


EMPLOYMENT AGREEMENT
AMENDMENT- SINGAPORE


Dear
Mr Loh,


This Employment
Agreement is an amendment to the December 9, 2005 agreement and sets forth the
terms and conditions under which Veeco Asia Pte. Ltd (hereinafter called “the Company”)
employs you as Senior Vice President and
General Manager in APAC effective December
12, 2005 and under which you accept such employment with the
Company.


1.              Reporting
Relationship


You will report to the Executive
Vice President Worldwide Sales in the U.S., or his/her designees, or to such other persons as the
Company may notify you in writing.


It is understood and agreed that the Company shall have the right to
reassign you to another position with the Company or one of its affiliates from
time to time in the future.  The duties
you will have in connection with any position to which you are assigned in the
future, and your reporting responsibilities in such a position, will be
communicated to you at the time you are advised of any new position.


2.              Place & Hours
of Work


Your place of work will be Singapore. All of the authorities and duties to be performed
by the Employee pursuant to this Agreement shall be performed within the APAC
region. You agree that you will be required to travel outside the place of
posting and to other places, both in China and abroad, as part of your work for
the Company.  You also expressly agree
that the Company may assign your employment agreement to any of the Company’s
subsidiaries or affiliates, in Singapore or any other location, at the Company’s
option, according to your capacities.


The normal work hours are from 9:00 a.m. to 6:00 p.m.,
from Monday to Friday inclusive, of which one (1) hour break is extended for
lunch.  You may be required to work
additional hours, over weekends or on public holidays as required by your job
function and responsibilities and without additional compensation.











3.              Representations
by Employee


You represent that, to the best of your knowledge, you
have no contractual or other commitments to former employers or other entities
which would restrict you from joining the Company or performing your regular
job duties under this Agreement.   In
case you breach this agreement without good cause, the Company will hold you
liable for expenses and damages incurred in connection with your recruitment.


You also warrant that you will not, during your
employment with the Company, improperly use or disclose any proprietary
information or trade secrets belonging to any of your former employers or
associates, and will not bring onto the premises of the Company any property of
your former employers or associates, if any, unless consented to in writing by
those former employers or associates.


4.              Remuneration


4.1                     You
will be paid a Basic Salary  of 42,060 Singapore Dollars (SGD) per month, payable monthly
in arrears (or such other amounts as may from time to time be agreed in
writing).  Thereafter, your basic salary
shall be subject to annual review in accordance with Company policy, at the
sole discretion of the Company.


4.2                     The
Company pays a 13th Month Salary termed as the Annual Wage
Supplement (AWS), at the end of the calendar year.  The AWS will be paid on a pro-rata basis for
staff with less than one-year service only if they have completed their
probation and are not serving any termination notice at the time the AWS is
paid out.


4.3                     The
Company will provide a monthly housing allowance to cover your actual housing
expenses up to 7,010 (SGD) per month, upon receipt by the Company of proper
documentation evidencing such expenditure. To the degree it is possible and
preferable, the Company, in its sole discretion, may elect to name itself as
the lessor of  such housing, providing
you with this benefit without providing the allowance described above.


4.4                     The
Company will also reimburse actual expenses associated with the education of
your children (eligible dependents under age 18) with a monthly limit of 3,505
(SGD), upon receipt by the Company of proper documentation evidencing such
expenditure.


4.5                     You will be
eligible to participate in the Veeco Annual Management Bonus Plan with a target
bonus of 50% of your annual base earnings based on Company and individual
performance which is subject to Board of Director approval.  Details outlining your personal business
objectives will be communicated to you following commencement of your
employment.











4.6                     You will also be paid a monthly Transport
Allowance of 4,085.58 (SGD), payable monthly together with your base salary.


4.7                     The
payment of your salary, bonus and all allowances shall be subject to such
statutory deductions as may be required in accordance with applicable
legislation in force in Singapore from time to time.


4.8                     You
will be personally responsible to file appropriate income tax returns and pay
income tax to the Singapore tax authorities on the remuneration package paid to
you under this Agreement.


5.              Sick &
Hospitalization Leave


In the event of absence
or lateness for whatever reason including illness, you shall promptly notify
the Company on the first working day of absence.  In the case of absence due to illness greater
than five (5) days, you shall provide the Company with a medical certificate
from a registered physician certifying your incapacity.  In such circumstances, the Company reserves
the right to have you examined by a doctor of its choice.


You will be entitled to
take up to fourteen (14) working days paid sick leave during each year of
service.  If not taken during the
calendar year, these days will not be carried forward to the following year.


6.              Annual
Leave


You shall be entitled to
eighteen (18) days paid vacation leave for each and every full calendar year of
employment to be taken at a time or time convenient to, and must be approved by
the Company.  You will be allowed to
carry forward up to a maximum of five (5) days annual leave to the following
year.


7.              Employee Benefits


The Company will extend to you and the eligible
dependents of your immediate family its personal medical, dental,
hospitalization and accident insurance benefits as in effect on the date hereof
for employees in similar positions. 
These benefits are subject to our current plans and policy guidelines,
the details of which will be made available to you following commencement of
your employment.  In addition, you will
be provided disability insurance (or economic protection/benefits comparable to
disability insurance) in amounts and subject to conditions comparable to those
afforded to employees of Veeco Instruments Inc., corporate parent of the
Company, based in the United States of America. 
While the Company presently intends to continue these benefits
indefinitely, it reserves the right to amend, modify or discontinue them at any
time.











8.              Expenses


The Company shall reimburse you for any expenses you
incur while engaged in the business of the Company so long as they are
reasonable, in the discretion of the Company, and in accordance with the
Company’s expense reimbursement policies in effect from time to time, including
the requirement to submit on a timely basis proper receipts or other evidence
documenting such expenditures.


9.              Obligations &
Conduct of Employees


9.1                                 You
shall devote your full working time and ability to the business of the Company
and its affiliated companies in accordance with the instructions you receive
from the Company and consistent with the duties and responsibilities assigned
to you from time to time.


9.2                                 You
agree that you will not, during the term of this Agreement, become associated
directly or indirectly with any business whose activities may be competitive
with those of the Company, its employees, or its affiliated companies.


9.3                                 You
shall periodically submit or provide written reports of your business
activities to the Company or such superior(s) as the Company may designate from
time to time.


9.4                                 Publications
or speeches by you which concern the activities or interests of the Company
must be cleared in advance by your supervisor unless they are for the purposes
of sales promotion for the Company or are otherwise within the scope of your
usual job functions.


9.5                                 At
your request, the Company has agreed that you may serve as a member of the
Board of Directors of Schweiter Technologies AG, a Swiss company engaged in the
textiles, semiconductor back end and opthalmics industries, provided that (a)
Schweiter does not compete (now or in the future) with any of the Company’s
business activities; (b) your board service to Schweiter does not interfere
with your responsibilities to the Company and takes no more than 10 working
days per year; and (c) both you and the Company will monitor the situation and
confirm that (a) and (b) continue to be true and that, if at any time one or
more of these conditions fails to be satisfied, you will notify the Company and
resign from the board position with Schweiter. 
As a reminder, your confidentiality obligations to the Company apply to
all of your activities with Schweiter.


9.6                                 You
agree to abide by all the Company’s policies and procedures as in effect from
time to time and which shall form part of this Agreement, and to comply with
all work rules and instructions communicated to you by the Company from time to
time.











10.       Duration of Employment
Agreement


10.1                           During the first 24 months of employment, the
Company shall be entitled to terminate your employment upon 12 months prior
written notice.  Thereafter, the normal
notice period will apply, which in your case would be nine (9) months.  In lieu of notice, the Company may pay your
base salary and other non-contingent monetary benefits which otherwise would
have been payable during this notice period.


10.2                           Once notice of termination of this Agreement
is provided, the Company may, in its discretion, request that you take any
accrued but unused vacation.


10.3                           Notwithstanding Section 10.1, the
Company shall be entitled to terminate your employment immediately upon written
notice (but without prejudice to the rights and remedies of the Company for any
breach of this Agreement and to your continuing obligations under this
Agreement) if you are guilty of dishonesty or serious or persistent misconduct
or neglect or refusal to attend to your duties or fail to perform any of your
obligations hereunder, or fail to observe the Company’s disciplinary rules or
any other regulations of the Company from time to time in force.  In such case, no severance, continuation of
salary or other benefits shall be payable to you.


10.4                           Notwithstanding Section 10.1, the
Company shall be entitled to terminate your employment upon 10 days written
notice to you if you are incapacitated by illness or otherwise unable to
perform your duties hereunder for more than 120 days in any period of twelve
(12) consecutive calendar months.  In
such case, you shall receive salary continuation payments equal to nine (9)
months base salary, provided that you sign a general release of claims in a
form acceptable to the Company.


10.5                           Upon
the service of any notice of termination of this Agreement by you for any
reason or by the Company, any bonuses or annual leave which may have
accumulated or which you may be entitled to shall be forfeited.


10.6                           Upon
termination of employment for any reason, or at any other time requested by the
Company, you shall promptly return all Company property to the Company.


10.7                           You
agree to give the Company six (6) months written notice prior to your decision
to leave the Company.


11.       Confidentiality,
Non-Competition, Inventions and Work Product


11.1                           You
shall not, during the continuance of your employment or after its termination
for a period of five (5) years:  (a)
disclose, divulge, impart or reveal to any person or company any of the trade
secrets of the Company or its affiliates, any information regarding the











confidential operations,
processes, dealings of the Company or its affiliates or any confidential,
non-public information concerning the organization, business, finance,
transactions or affairs of the Company or of any of its affiliated companies
(all of the above hereinafter collectively referred to as “Confidential
Information”); (b) use such trade secrets for any purpose other than performing
your job duties under this Agreement; or (c) use or attempt to use any such
Confidential Information in any manner which may injure or cause loss either
directly or indirectly to the Company or its business.


11.2                           You
agree that you shall not, directly or indirectly, at any time during the one
(1) year period commencing upon termination of your employment with the
Company, for any reason, either on your own account or for any other person or
entity, solicit, interfere with or endeavor to entice away from the Company or
any of its related companies, any person who to your knowledge is, or has at
any time in the one year (1) period immediately prior to the termination of
your employment, been a client, customer or employee of, or in the habit of
dealing with the Company or any of its related companies.


11.3                           You
agree that you shall not, directly or indirectly, at any time during the one
(1) year period commencing upon your termination of employment with the Company
for any reason, render or engage in any Competing Service (as defined below),
either on your own account or for any other reason or entity, in Singapore,
where you provided services on behalf of the Company during the last two (2)
years of employment with the Company or any of its affiliates.  The term “Competing Service” is defined as
any involvement with the type of products, processes or services with which
you, during the last two (2) years of your employment with the Company or any
of its affiliates, (a) worked or (b) about which you acquired or had access to
Confidential Information.


11.4                           You
agree to promptly disclose to Company any inventions, original works of
authorship, development, concepts, improvements or trade secrets, whether or
not patentable or subject to copyright or similar laws, which you make during
the period of your employment with the Company and which relate to the scope of
your employment.  You agree to assign all
right, title and interest in such intellectual properties to the Company, and will
cooperate fully with respect to any filings or registrations the Company wishes
to make to protect those properties.


12.       Pre-Conditions to
Employment with the Company


This Agreement, and hence your employment with the
Company, is contingent upon favourable reference checks and your present or
previous employers releasing you from any advance notice of resignation as well
as any restrictive and non-competition covenants which may affect or restrict
the scope and obligations of your employment with the Company as determined by
the Company.











This Agreement is also
contingent upon favorable background and reference checks including approved
technology clearance for Veeco products and the compliance with U.S. Export
Administration Regulations (EAR).  Until
that technology clearance is received, you will only have exposure to
unrestricted products, technology and facilities during your initial
employment.


13.          Other


If one of the provisions of
this Employment Agreement is held to be invalid, the other provisions shall
remain valid and the invalid provision shall be replaced by such valid one
which shall have the closest admissible economic effect.  The same shall be true in case of
incompleteness.


This Employment Agreement is
the entire agreement between you and the Company relating to your employment
with the Company and replaces, supersedes and cancels all other oral or written
understanding and agreements between you and the Company that may have existed
prior to the date of this Agreement regarding your employment with the Company.


Failure to enforce any
provisions of this Employment Agreement shall not constitute a waiver of such
provision or affect either party’s right to require the future performance
thereof.


This Employment Agreement
shall be governed by and construed in accordance with the laws of Singapore,
without giving effect to any choice of law or conflict of law provision or rule
that would cause the application of the laws of any jurisdiction other than
Singapore.


This Agreement may not be
modified, altered or changed without the written consent of both parties.


Please confirm your acceptance of the above terms and
conditions by signing this Agreement below and returning it to the Company  no later than March 31, 2006.


Sincerely,


 


Veeco
Asia Pte. Ltd


 


	
  

  	
   

  	
   

  
	
  John Bulman 

  	
   

  	
  Robert Bradshaw 

  
	
  Executive Vice President 

  	
   

  	
  Senior Vice President 

  
	
  Worldwide Sales

  	
   

  	
  Corporate Human Resources

  



 











Acceptance
by Employee:


I, Benjamin Loh Gek Lim, hereby confirm
my acceptance of all the above terms and conditions, and my commencement date 


	
  will be

  	
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  Signature / Date