Exhibit
10.2


 





 


1 Terminal Drive, Plainview, NY 11803 · Phone (516) 677-0200 · Fax (516) 714-1219 · www.veeco.com


 


June 19,
2009


 


Mr. John Kiernan


[address]


 


 


Re:
Retention Incentive


 


Dear
John:


 


As
a valued member of the Veeco finance team, whose contributions to the success
of the Company are considered critical, especially during the CFO transition, we
are pleased to extend the following incentive to you as a means of securing
your continued service to Veeco and to provide you additional financial security
during this period.


 


1.               Retention Incentive.  In exchange for your continued employment
with Veeco, you are eligible to receive a cash bonus in the gross amount of $100,000 (the “Retention Incentive”), payable
as a single lump sum.  The Retention
Incentive will be considered earned on, and will be paid within thirty (30)
days of, the Payment Date, which is defined as the earlier of:


 


·                  One hundred and twenty (120)
days following the date on which a new CFO is named, including in the event
that you are selected to be the new CFO, and commences employment in such
capacity with Veeco, or


·                  July 1, 2010.


 


In
order to receive the Retention Incentive, you must:


 


·                  remain employed by Veeco
until the Payment Date, and


·                  devote your full-time
working hours to your employment with Veeco, and


·                  perform your job
responsibilities and any other duties assigned in good faith and to the best of
your abilities.


 


2.               Payment in the Event of
Termination.  In the event
that your employment is terminated prior to the Payment Date (i) by Veeco
and without Cause, or (ii) by you with Good Reason (as that term may be
defined in a separate agreement between Veeco and you), the Retention Incentive
will be deemed to have been earned in full and will be payable within thirty
(30) days of the Payment Date.  In the
event that your employment is terminated prior to the Payment Date by you,
without Good Reason, the Retention Incentive will be forfeited in full.


 


3.               Employee at Will.  You and Veeco acknowledge that you are an
employee at will.  Nothing herein shall
be deemed to be an employment agreement or in any way create an obligation of
Veeco to offer or provide employment to you or for you to remain an employee of
Veeco.


 


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4.               Tax Withholding.  Veeco shall be entitled to withhold from the
payments to be made hereunder all foreign, federal, state and local taxes that
employers are required by law to withhold therefrom.


 


5.               Amendment; Waiver.  The provisions of this Agreement may not be
modified, amended or waived except in writing signed by both parties
hereto.  The waiver of compliance with
any provision of this Agreement shall not operate as a waiver of any other
provision of this Agreement or of any subsequent breach of this Agreement.


 


6.               Cause. “Cause” shall
mean (i) failure to carry out your duties, responsibilities and
obligations as an employee, including your obligations under this Agreement, (ii) insubordination,
(iii) the commission of an act of theft, fraud or embezzlement or (iv) the
commission of a crime punishable by imprisonment.


 


7.               Entire Agreement.  This Agreement sets forth the entire
agreement between the parties pertaining to the subject matter herein and
supersedes any and all prior agreements or understandings between the parties
pertaining to such subject matters.


 


8.               Severability.  Should any provision of this Agreement be
declared illegal or unenforceable by any court of competent jurisdiction and
cannot be modified to be enforceable, such provision shall immediately become
null and void, leaving the remainder of this agreement in full force and
effect.


 


9.               Governing Law.  This Agreement shall be governed by and
interpreted in accordance with the laws of the State of New York, without
regard to the choice of law provisions thereof.


 


John, we appreciate your contributions to Veeco and look
forward to your support through this transition.  Please indicate your acknowledgment and
agreement below and return this letter to Veeco no later than the close of
business on June 26, 2009, when this offer will expire if not previously
accepted.


 


	
  VEECO
  INSTRUMENTS INC.

  	
   

  	
  ACKNOWLEDGED
  AND AGREED:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Robert W. Bradshaw

  	
   

  	
  Signed:

  	
  /s/
  John P. Kiernan

  
	
  Name:

  	
  Robert
  W. Bradshaw

  	
   

  	
   

  
	
  Title:

  	
  Sr.
  Vice President

  	
   

  	
  Printed
  Name:

  	
   

  
	
   

  	
  Human
  Resources

  	
   

  	
   

  
	
   

  	
   

  	
  Date:

  	
   

  



 


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