Exhibit 10.3


 





 


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

  



 


 


February 24, 2005


 


Richard Wissenbach


 


Dear Richard,


 


I am pleased to
confirm our offer to join Veeco Instruments as Senior VP/General Manager for Compound
Semiconductor reporting to Don Kania, President.   The following summarizes the terms of our
offer:


 


•                  Your bi-weekly salary will be
$11,538.46.  This equates to an annual
salary rate of $ 300,000.00.


 


•                  You will be eligible to participate
in an annual bonus program that, based upon Company goals, may provide you with
a bonus target payout of fifty (50) % of your annual salary in accordance with the Board
approved Management Bonus Plan.  Amounts
payable under this plan for your first year with Veeco will be pro-rated based
on your actual start date


 


•                  You will be recommended to receive stock
options to purchase 60,000
shares of Veeco stock, currently traded on NASDAQ, in accordance with a Board
approved Stock Option Plan.


 


•                  You will be eligible for relocation assistance to move you and your
family from Lexington, MA to the
Somerset, N.J. area.   In connection with your relocation,
Veeco will reimburse you for any eligible expenses incurred during your
relocation up to twenty-five thousand dollars ($25,000)
exclusive of the tax “gross-up” and home sale and purchase costs in accordance
with the attached Relocation Program outline. 
All relocation activities must be
coordinated through SIRVA Relocation to be eligible for this benefit.  Relocation to the
Somerset area must be completed no later than one year from the above
effective date. Please note the following exception to
the Relocation Program: Veeco Instruments will reimburse you for reasonable
rental housing costs for one (1) year from date of acceptance.  If
you voluntarily terminate employment or are terminated for cause prior to the
expiration of a two-year period, you must repay, on a prorated basis, all
relocation expenses previously reimbursed or paid by the Company, including all
Home Sale Assistance costs.


 


•                  In the event your employment is
terminated by Veeco without cause within two years of your hire date, Veeco
will pay you 12 months severance in the form of a salary continuation benefit
based on your annual base salary in effect immediately prior to such
termination, less applicable deductions. 
Receipt of this salary continuation benefit is conditioned on 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 the salary continuation
benefit is payable.


 


•                  In addition, in the event that a “Change
of Control” (as defined below) occurs at Veeco within two years of your hire
date, any employee stock options which are held by you as of the date of such
Change of Control that were not vested as of such date shall become immediately
and fully vested as of such date.  As
used herein, “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.


 


•                  In your job capacity of Senior
VP/General Manager for Compound Semiconductor, you will receive a car
allowance of $700 per month that equates to an annual value of $8,400.


 


•                  Veeco offers a comprehensive benefit
program, which is summarized in the enclosed “Total Benefit Solutions”
brochure. Please refer to Page 1 to determine the effective date of each
benefit program.  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. The savings plan also allows
for rollover contributions from a previous employer’s qualified savings plan.
These benefits will be communicated to you in detail upon joining Veeco.


 


•                  This position provides eligibility
for three (3) weeks
of vacation, which will be earned at a rate of ten (10) hours for each calendar
month worked.  The accrual period runs
from January 1st through December 31st.


 


•                  Our company promotes a policy of maintaining
a “drug free work environment” and in that regard we have a drug screening
program for job applicants and our employees. 
Enclosed is the information regarding the drug screening with a listing
of the various testing facilities and the Fair Crediting Reporting Act
Disclosure and Authorization Statement, which must be completed and returned to
Human Resources no later than the expiration of this offer.  As discussed, refusal to consent to this
testing, falsification of a test or positive test results will result in denial
of employment. Additionally our offer is contingent on a favorable reference
and background check.  The drug screening
should be completed no later than 2
business days from the date of your acceptance of this position.


 


•                  This offer of employment is also
contingent upon favorable background and reference checks including approved
technology clearance for Veeco products, information and processes in
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.


 


•                  Veeco is required by the Federal
Immigration laws to verify the identity and legal ability to work of all
individuals employed by the Company.  On
your first day of work, please bring with you proof of your eligibility to
legally work in the United States.  Such
proof may consist of a birth certificate, or a resident registration card, or a
valid U.S. passport, or a driver’s license and Social Security Card or other
identification.


 


•                  Trust and confidentiality are an
important part of the position we are offering to you.  Consequently, as a condition of employment,
it will be necessary for you to sign an Employee Confidentiality Agreement upon
commencing employment with Veeco.  This
agreement assures that everyone has a common understanding concerning their
responsibilities in this matter.


 


•                  As with all of our employees, your
employment is at will and may be terminated at any time by you or by Veeco.


 


Please be advised that
this letter constitutes all the terms of Veeco Instrument’s offer of employment
and supersedes all previous communications. 
The terms of this offer can only be changed in writing and must be
signed by both the employee and an appropriate representative of Veeco.


 


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This offer will expire on
March 2,
2005.  Kindly indicate your
acceptance by signing and returning a copy of this letter to my attention prior
to such time and please indicate the date on which you’d be available to start.


 


Richard, we look forward to your joining
Veeco at a most exciting time in the growth of the company.  Should you have any questions regarding the
above items, please contact me at 516-677-0200 extension 1208.


 


Sincerely,


 


	
  /s/ Janice
  Halinar

  	
   

  
	
   

  
	
  Janice Halinar

  
	
  Human Resources Generalist

  



 


 


I accept employment with
Veeco on the terms outlined above.  I
understand that if any of the information that I have provided to Veeco Instruments
is false, I shall be subject to dismissal.


 


 


Accepted:


 


	
  Signature:

  	
  /s/ Richard
  Wissenbach

  	
   

  	
  Dated

  	
  2/26/05

  	
   

  	
  Starting Date:
  March 7, 2005

  



 


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