Exhibit
10.32





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


Personal & Confidential


December 14, 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


Dear
Mr Loh:


This amendment
(the “Amendment”) to the March 13, 2006 Employment Agreement (the “Employment
Agreement”) sets forth certain changes to the terms and conditions under which
Veeco Asia Pte. Ltd (hereinafter called “the Company”) employs you.


1.              Title;
Responsibilities; Reporting Relationship


Effective December
6, 2006, your title will  be  Executive Vice President and General Manager, Global Operations.  Your responsibilities will include worldwide sales and service for the
Company.  You will report to the Chief Executive Officer in the U.S., or his/her designee, or to such other persons as the
Company may notify you in writing.


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 such position, and your reporting responsibilities in such position, will
be communicated to you at the time you are advised of such position.


2.              Remuneration


2.1                     You
will be paid a Basic Salary  of 45,208 Singapore Dollars (SGD) per month, payable monthly
in arrears (or such other amounts as may from time to time be agreed in
writing).   Your basic salary shall be
subject to annual review in accordance with Company policy, at the sole
discretion of the Company.


2.2                     You will be
eligible to participate in the Veeco Annual Management Bonus Plan with a target
bonus of 60% of your annual base earnings based on Company and individual performance
which is subject to Board of Director approval.


2.3                     You
will receive the following long-term incentive awards with an effective date of
December 6, 2006:


Solutions for a nanoscale world.











2.3.1                        Stock options for 10,000 shares
of Veeco common stock to vest on each of the first three anniversaries of the
date of grant, subject to your continued employment, and


2.3.2                        A restricted stock award in the
amount of 25,000 shares of Veeco common stock, the restrictions upon which will
lapse on each of the first three anniversaries of the date of grant, subject to
your continued employment, and


2.3.3                        A three-year cash incentive
plan, the target for which will be increased from 30% (your current target) to
40% (your new target).


The awards
described above will be subject to the terms of the applicable plan as well as
any related agreement.


3.              Duration of
Employment Agreement


3.1                     The Company
shall be entitled to terminate your employment upon twelve (12) months prior
written notice.  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.


4.     Other


Except as set forth herein, the terms and conditions contained in the
March 13, 2006 Employment Agreement shall remain in full force and effect.


Please confirm your acceptance of the above terms and
conditions by signing this Agreement below and returning it to the Company  no later than January 15, 2007.


Sincerely,


 


Veeco
Asia Pte. Ltd


 


	
  

  	
   

  	
   

  
	
  Edward H. Braun 

  	
   

  	
  Robert Bradshaw 

  
	
  Chairman and Chief Executive Officer

  	
   

  	
  Senior Vice President 

  
	
   

  	
   

  	
  Corporate Human Resources

  



 


Accepted
and Agreed:


 


	
  

  	
   

  	
   

  
	
  Benjamin Loh Gek Lim 

  	
   

  	
  Date