Exhibit 10.1


 


EMPLOYMENT
AGREEMENT BETWEEN


DAVID
D. GLASS AND


VEECO
INSTRUMENTS INC.


 


December 17, 2009


 


David D. Glass


5 Elliston Ct.


Exton, PA  19341


 


Dear Dave:


 


We are very pleased to
extend our offer to you to join Veeco Instruments Inc. (“Veeco” or the “Company”)
as Executive Vice President and Chief Financial Officer, reporting to John
Peeler, Chief Executive Officer.  In this
capacity, you will be responsible for the management of Veeco’s finance,
accounting, treasury and information technology functions.  The work location for this position is our
headquarters office in Plainview, NY.


 


The elements of our offer
are as follows:


 


·                  Your bi-weekly
base salary will be $13,846.16, which when annualized is equal to
$360,000.  The Company’s regular payday is
every other Friday.


 


·                  You will
participate in a performance-based management bonus plan, beginning in 2010. Your target
bonus will be 70% of your base earnings for the plan year (January 1
through December 31); amounts payable under the plan will be pro-rated to
reflect your actual start date for your first year of service.  Awards under the Plan are based on measures
of both corporate financial performance and individual goals and objectives.


 


·                  You will receive a sign-on bonus in
the gross amount of $150,000, payable in the first regular payroll following
ninety (90) days after your start date. 
If your employment is terminated by the Company for Cause or by you
without Good Reason (as each of those terms are defined in Annex A, attached
hereto) prior to the second anniversary of your start date, you agree to
reimburse the Company for the full amount of the sign-on bonus.


 


·                  You will be
granted, under the Veeco 2000 Stock Incentive Plan, effective upon your first
day of employment (the “Grant Date”):


 


·                  A restricted
stock award in the amount of 25,000 shares of Veeco Common Stock.  The restrictions on these shares will lapse
over four years, with one third of the total award vesting on each anniversary
of the Grant Date, beginning with the second anniversary.


·                  A stock option
award to purchase 50,000 shares of Veeco Common Stock.  One third of these options shall become exercisable
on each of the first three anniversaries of the Grant Date.


 


·                  Veeco offers a comprehensive benefit program that is
summarized in the enclosed “Total Benefit Solutions” brochure. You will be
eligible to enroll in the Company’s health and welfare benefits programs on the
first of the month next following your start date and you will be eligible to
enroll in the Company’s pre-tax 401(k) savings plan on the first day of
the calendar quarter after you commence employment.  You will also receive a monthly car allowance
of $700 and accrue vacation at the rate of four weeks per
year.  Additional information regarding
these benefits will be communicated to you in detail upon joining Veeco.


 


·                  You will be eligible for relocation assistance to move
you and your family from Exton, PA to the Long Island area. Following a more
comprehensive assessment of your relocation requirements, we will enter into a
separate agreement specifying the terms of our relocation assistance.  These typically include reimbursement of
eligible expenses incurred during your relocation such as home sale and
purchase costs, shipment of household goods and temporary living allowance.  Notwithstanding completing
this assessment, I am pleased to confirm that we will provide you with a
reasonable temporary living allowance to assist you with duplicate housing
costs for up to the first twelve (12) months of your employment with Veeco.  Relocation activities must be coordinated through
Graebel Relocation to be eligible for these benefits; you will be required to
execute a separate relocation agreement, provided under separate cover,
specifying the terms and conditions of relocation benefits.


 

















 


·                  In connection with your employment,
Veeco will provide you with the following separation benefits in the event of
your termination without Cause or your resignation with Good Reason:


 


·                  A eighteen (18) months of salary
continuation severance benefits; and


·                  Company-subsidized continuation of health insurance benefits under
COBRA for up to eighteen (18) months; and


·                  Extended stock option exercise rights for up to twelve (12) months of
the severance period, not to exceed the expiration date of the option.


 


Receipt of these benefits
would be conditioned on your execution of a waiver and release, in a form
satisfactory to Veeco, at the time of termination, which would contain
non-competition, non-solicitation and similar provisions.


 


In addition to the
forgoing, effective with your employment date, you will be named a participant
in the Company’s Change in Control Policy (copy enclosed) that provides for
certain benefits in the event of a change in control.


 


We are pleased to offer you this comprehensive
compensation package.  Additional information
important to your joining Veeco includes the following:


 


·                  Veeco agrees to indemnify you in
accordance with the terms of the Company’s bylaws and applicable statutes for
indemnification with respect to any action, suit or proceeding or other matter brought
or threatened to be brought against you by reason of the fact that you are
officer, director or employee of the Company.


 


·                  Veeco is required by federal immigration
laws to verify the identity and legal ability to work in the United States of
all individuals employed by the Company. 
This offer of employment is contingent upon your ability to demonstrate
valid work authorization at the time of your employment with our firm.  Please bring proof of your eligibility to
legally work in the United States with you on your first day of work.  Refer to the enclosed I-9 form for acceptable
forms of such proof (e.g.; birth certificate, resident registration card, valid
U.S. passport, driver’s license and Social Security Card, etc.).


 


·                  This offer of employment is contingent upon our
receiving favorable background and reference checks, including approved
technology clearance for Veeco products, information and processes in
compliance with U.S. Export Administration Regulations.  During your initial employment period, before
your technology clearance is received, you will have access only to
unrestricted products, technologies and facilities.


 


·                  Our Company promotes a drug-free work environment and
in that regard we have implemented a pre-employment drug screening program for
job applicants.  Information regarding
the drug screening process (along with the Fair Crediting Reporting Act
Disclosure and Authorization Statement that must be completed and returned to
Human Resources before the expiration of this offer) and the participating
collection facility closest to your home is included with this letter.  Your refusal to consent to this testing,
falsification of a test or positive test results will result in denial of
employment.  The drug screening process
should be completed within two (2) business days from the date of your
acceptance of this position.  You may
wish to consider whether or not you resign from any current employment until we
notify you that all facets of the pre-employment process have been
satisfactorily completed.


 


·                  As a condition of your employment, you will be
required to sign an Employee Confidentiality Agreement upon commencing
employment with Veeco.  This Agreement
ensures a common understanding regarding your responsibilities in this matter.


 


Employment
at Veeco is on an at-will basis which means that employment is not for any
specific period and either the Company or its employees can terminate the
employment relationship at any time, with or without cause or notice.  This letter constitutes all the terms of Veeco’s
offer of employment and supersedes all previous conditions, whether verbal,
written or implied.  The terms of this
offer can only be changed in writing and must be signed by both the employee
and appropriate representative of Veeco. 
By signing this letter you are agreeing to the terms and conditions
contained in it and you agree to comply with Veeco’s Code of Business Conduct
(copy enclosed).  Additionally, you agree
that these documents, taken together with our Employment Application,
constitute the entire agreement and understanding between Veeco and you.  Finally, you acknowledge that any of Veeco’s
policies and procedures and benefit programs may be amended from time to time
by Veeco in its sole discretion.  This
offer will expire on December 21, 2009.


 


Dave,
we are very impressed with your potential for success and we look forward to
having you join the Veeco team at a most exciting time in the history of the
Company.  Please let me know if I can be
of assistance with respect to any aspect of our offer.


 


Sincerely,


 


	
  /s/ Robert W. Bradshaw

  	
   

  	
   

  



 

















 


	
  Robert W.
  Bradshaw

  	
   

  	
   

  
	
  Sr. Vice President,
  Human Resources

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ACCEPTED AND
  AGREED:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ David D. Glass

  	
   

  	
   

  
	
  David D. Glass

  	
   

  	
  Proposed Start Date

  



 


Attachment: Annex A —
Separation Benefits (2 pages)


 


cc: John Peeler, Rob
Tillman


 


Annex A


 


Separation
Benefits


 


In the event you are
terminated without “Cause” or you resign for “Good Reason” (each as defined
below), the following would apply:


 


a)              Veeco will pay you 18 months
severance in the form of a salary continuation benefit based on your annual
base salary in effect immediately prior to such termination (but without regard
to any salary reduction program then in place), less applicable deductions.


 


b)             If you are enrolled in Veeco’s medical, dental and/or
vision plans, and you elect to continue coverage thereunder in accordance with
the continuation of benefits requirements of COBRA, your contribution amount
for the period during which you are receiving salary continuation benefits will
be the normal employee contribution rate. 
You agree to notify Veeco if you become eligible for coverage under
another group health insurance plan, whereupon Veeco’s obligation to pay for a
portion of such coverage shall cease.


 


c)              Any options to purchase shares of Veeco common stock
granted to you on or after the date hereof (“Options”) which are held by you
and exercisable as of the date of such termination shall remain exercisable
until the earlier of (x) 12 months following the date of such termination
and (y) the expiration of the original term of such Options.


 


d)             In addition, if such termination or resignation occurs
within 12 months following a “Change of Control” (as defined below), any
Options which are held by you as of the date of such termination that were not
vested as of such date shall become immediately and fully vested as of such
date.


 


Receipt of the benefits
described above is conditioned upon your execution (without revocation) of a
general release of claims in a form satisfactory to Veeco, including non-competition
and non-solicitation provisions for the duration of the period during which
salary continuation benefits are payable as described above.


 


Additional
Provisions


 


The Separation Benefits
described herein do not alter the “at-will” nature of your employment with
Veeco.  This means that your employment
may be terminated by you or by Veeco at any time, with or without cause.  As described above, however, you may be
entitled to severance benefits depending upon the circumstances of the
termination of employment.


 


As used above, the
following definitions shall apply:


 


“Cause” shall mean
(i) your willful and substantial misconduct, (ii) your repeated,
after written notice, neglect of duties or failure to perform your assigned
duties, (iii) your commission of any material fraudulent act with respect
to Veeco or its business, or (iv) your conviction of (or plea of no
contest to) a crime constituting a felony.


 


“Change of Control”
shall mean:  (a) any person or group
of persons becomes the beneficial owner of securities representing 50 percent
or more of Veeco’s outstanding voting securities, or (b) the approval by
Veeco’s stockholders of one of the following:


 


(i)  Any
merger or statutory plan of exchange (“Merger”) in which Veeco would not be the
surviving corporation or pursuant to which Veeco’s voting securities would be
converted into cash, securities or other property, other than a Merger in which
the holders of Veeco’s voting securities immediately prior to the Merger have
the same proportionate ownership of voting securities of the surviving
corporation after the Merger;


 


(ii)  Any
Merger in which the holders of outstanding voting securities of Veeco prior to
such Merger will not, in the aggregate, own a majority of the outstanding voting
securities of the combined entity after such Merger; or


 

















 


(iii)  Any
sale or other transfer (in one transaction or a series of related transactions)
of all or substantially all of the Veeco’s assets or the adoption of any plan
or proposal for Veeco’s liquidation or dissolution.


 


“Good Reason”
shall mean (i) a reduction of your base salary, other than as part of a
salary reduction program affecting management employees generally or (ii) a significant reduction by the Company in total benefits
available to you under cash incentive, stock incentive and other employee
benefit plans (other than a reduction in benefits affecting management
employees generally).


 


Code Section 409A. 
Payments in respect of your termination of employment in the event
of termination without Cause or for Good Reason, as defined in this letter, are
designated as separate payments for purposes of the short-term deferral rules under
Treasury Regulation Section 1.409A-1(b)(4)(i)(F) and the exemption
for involuntary terminations under separation pay plans under Treasury
Regulation Section 1.409A-1(b)(9)(iii). 
As a result, (a) any payments that become vested as a result of
your termination of employment without Cause or for Good Reason, that are
made on or before the 15th day of the third month of the calendar year
following the calendar year of your termination of employment, and (b) any
additional payments that are made on or before the last day of the second
calendar year following the year of your termination of employment and do not exceed
the lesser of two times Base Salary or two times the limit under Code Section 401(a)(17)
then in effect, and (c) the payment of medical expenses within the
applicable COBRA period, are exempt from the requirements of Code Section 409A.  If the Executive is designated as a “specified
employee” within the meaning of Code Section 409A, to the extent that any
deferred compensation payments to be made during the first six month period
following your termination of employment exceed such exempt amounts, the
payments shall be withheld and the amount of the payments withheld will be paid
in a lump sum, without interest, during the seventh month after your
termination.  The Company shall identify
in writing delivered to you any payments it reasonably determines are subject
to delay under this provision.  In
no event shall the Company have any liability or obligation with respect to
taxes for which you may become liable as a result of the application of Code Section 409A.