**Exhibit 10.1**

 

**SECONDAMENDMENT TO**

**EMPLOYMENTAGREEMENT**

 

THISSECOND AMENDMENT TO EMPLOYMENT AGREEMENT is made effective as of June 11,2010 by and between Veeco Instruments Inc., a Delaware corporation, and John R.Peeler.

 

RECITALS

 

A.            The partieshereto entered into an Employment Agreement dated effective July 1, 2007,as amended by the First Amendment thereto effective December 31, 2008 (the“Agreement”), and desire to amend the Agreement further as set forth herein.

 

B.            Capitalizedterms used in this Amendment and not defined are defined in the Agreement.

 

NOWTHEREFORE, the parties, intending to be legally bound, hereby agree as follows,effective as of the date set forth above:

 

1.             Section 1(a) ofthe First Amendment is modified by deleting such section and replacing it withthe following:

 

Thegeneral release and waiver of claims in Section 4 of the Agreement must besigned by the Executive and returned to the Company during the reasonableperiod of time (not less than 21 days) designated by the Company, to assurethat any period for revocation of the signed Agreement has expired beforepayments are required to commence. Provided that the Agreement is signed and the time for revocation hasexpired, amounts payable upon termination of employment contingent on theexecution of a general release and waiver of claims will be paid or commence nolater than the earlier of:  (i) 90days after the Executive’s termination of employment, or (ii) 21⁄2 monthsafter the end of the year in which the Executive’s termination of employmentoccurs.  However, if such earlier datefalls in the taxable year after the year in which the Executive terminatesemployment, payments shall be made or commence in such later year.

 

2.             Section 3(ii) ofthe Agreement is modified by deleting the first sentence thereof and replacingit with the following:

 

Executiveshall be entitled to receive a pro rata portion of his target bonus for theyear in which termination occurs under the management bonus plan in effect atthe time of termination; provided, however, that effective for bonus awardsintended to meet the requirements of Section 162(m) of the InternalRevenue Code of 1986, as amended (“IRC”), if Executive’s termination under thisSection 3 is other than for death or Disability, the amount of theExecutive’s pro rata bonus hereunder shall be based solely on the actual levelof achievement of the objective performance goals specified in the managementbonus plan for the year of termination and shall be determined without regardto the exercise of any negative discretion allowable under such plan.

 

3.             Section 3(vi) ofthe Agreement is modified by inserting the following proviso at the endthereof:

 

;provided, however, that if Executive’s termination under this Section 3 isother than for death or Disability, any award of shares of restricted stock orrestricted stock units intended to meet the requirements of IRC Section 162(m) heldby Executive as of the date of termination shall vest only if, and to theextent, that applicable objective performance goals are achieved for theapplicable performance period(s), determined as of the date or dates suchdetermination would otherwise be made without regard to Executive’s terminationof employment and determined without regard to the exercise of any negativediscretion allowable with respect to such award.

 

**IN WITNESS WHEREOF, this Amendment is executed to be effective on thedate first above written.**

 
| VEECO INSTRUMENTS INC. |                     | EXECUTIVE |
|------------------------|--------------------------|-----------|
|                   |                     |      |
| By:                    | /s/ Authorized Signatory |      | /s/ John R. Peeler |
|                        |                          |           |  |

 

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