Exhibit
10.3


 


VEECO
INSTRUMENTS INC. 2010 STOCK INCENTIVE PLAN



NOTICE OF RESTRICTED STOCK AWARD


 


Veeco Instruments Inc. (the “Company”), is
pleased to confirm the award to the individual named below (“Grantee”)
of restricted shares of common stock, par value $0.01 per share, of the Company
described below, subject to the terms and conditions of this Notice of
Restricted Stock Award (the “Notice”), the Veeco Instruments Inc. 2010
Stock Incentive Plan, as amended from time to time (the “Plan”) and the
terms and conditions set forth in the Veeco Instruments Inc. Terms and
Conditions of Restricted Stock Award (2010) (the “Terms and Conditions”)
attached hereto, as follows.  Unless
otherwise defined herein, the terms defined in the Plan shall have the same
defined meanings in this Notice.


 


	
  Grantee:

  	
   

  
	
   

  	
   

  
	
  Award
  Date:

  	
   

  
	
   

  	
   

  
	
  Aggregate
  number of shares of

  Restricted Stock subject to the Award

  	
   

  
	
  (the
  “Award”):

  	
   

  



 


Vesting/Lapsing
of Restrictions:


 


Subject
to Grantee’s Continuous Service, 1/3 of the shares comprising the Award will
vest, and the restrictions with respect to such shares shall lapse, on each of
the second (2nd), third (3rd) and fourth (4th) anniversaries of the Award
Date (each a “Vesting Date”).  If
the Grantee would become vested in a fraction of a share on a Vesting Date,
such share shall not vest until the Grantee becomes vested in the entire share
on the following Vesting Date.


 


Additional Provisions:


 


This Award shall be subject to the terms and
conditions set forth in the Veeco Instruments Inc. 2010 Stock Incentive Plan
(the “Plan”) and the Veeco Instruments Inc. Terms and Conditions of
Restricted Stock Award (2010) (the “Terms and Conditions”).  Unless Grantee notifies the Company within 10
days following receipt of this notice that he or she declines this Award,
Grantee will be deemed to have accepted and agreed to the Terms and
Conditions.  Any such notice should be in
writing and sent to Veeco Instruments Inc., Attention: General Counsel,
Terminal Drive, Plainview, NY 11803 or by facsimile to 516-677-0380.


 


 


	
   

  	
  VEECO
  INSTRUMENTS INC.

  
	
   

  	
   

  
	
   

  	
  Name: Robert W. Bradshaw

  
	
   

  	
  Title: Sr. Vice President Human Resources

  



 

















 


VEECO
INSTRUMENTS INC. 2010 STOCK INCENTIVE PLAN 



TERMS AND CONDITIONS OF RESTRICTED STOCK AWARD

(2010)


 


These TERMS AND CONDITIONS OF RESTRICTED STOCK AWARD
(2010) (these “Terms and Conditions”) apply to any award by Veeco
Instruments Inc., a Delaware corporation (the “Company”), of the Company’s
common stock, par value $0.01 per share (“Common Stock”), subject to
certain restrictions (“Restricted Stock”), pursuant to the Veeco
Instruments Inc. 2010 Stock Incentive Plan (as it may be amended from time to
time, the “Plan”), which specifically references these Terms and
Conditions.


 


ARTICLE
1

DEFINITIONS


 


1.1           In
General.  Capitalized terms used but
not defined herein shall have the meanings assigned to such terms in the Plan
and/or the applicable Notice of Restricted Stock Award (the “Notice”).  In addition, wherever the following term is
used in these Terms and Conditions, it shall have the meaning specified below,
unless the context clearly indicates otherwise.


 


1.2           “Restrictions”
shall mean the restrictions on sale or other transfer set forth in Section 4.2
and the exposure to the risk of forfeiture set forth in Section 3.1.


 


ARTICLE
2

RESTRICTED STOCK AWARD


 


2.1           Award
of Restricted Stock.  The Award is
made in consideration of the Grantee’s agreement to remain in the service of
the Company and for other good and valuable consideration which the Administrator
has determined exceeds the aggregate par value of the shares of Common Stock subject
to the Award.


 


2.2           Award
Subject to Plan.  The Award is
subject to the terms and provisions of the Plan,  including the provisions of Section 11 of the
Plan in the event of a Corporate Transaction.


 


ARTICLE
3

RESTRICTIONS


 


3.1           Forfeiture.  Unless otherwise provided by written
agreement between the Company and Grantee, which may be entered into at any
time, including in connection with the termination of Grantee’s Continuous
Service, any Shares subject to the Award which are not vested at the time Grantee’s
Continuous Service terminates shall thereupon be forfeited immediately and
without any further action by the Company or the Grantee.


 


3.2           Vesting
and Lapse of Restrictions.  Subject
to Section 3.1, the Restrictions shall lapse with respect to 1/3 of the
shares of Restricted Stock subject to the Award, and the Grantee’s rights
thereto shall vest, on each of the second (2nd),
third (3rd) and fourth (4th) anniversaries of the Award Date (each a “Vesting
Date”); provided, however, that
in each case the Grantee remains in Continuous Service from the Award Date
through such Vesting Date.  If 


 


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the Grantee would become vested in a fraction of a
share on a Vesting Date, such share shall not vest until the Grantee becomes
vested in the entire share on the following Vesting Date.


 


3.3           Legend.  Until such time as the Restrictions have
lapsed, the Company may instruct the transfer agent for the Common Stock and/or
other record-keepers to include a restrictive code or similar notation in its
records (or legend on stock certificates, if any) to denote the Restrictions
and any applicable federal and/or state securities laws restrictions relating
to Restricted Stock.  The notation or
legend may include the following:


 


“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS SET
FORTH IN THE PLAN AND IN THE TERMS AND CONDITIONS APPLICABLE TO THE RESTRICTED
STOCK AWARD, COPIES OF WHICH ARE ON FILE AT THE PRINCIPAL OFFICE OF THE
CORPORATION.”


 


3.4           Payment
of Taxes; Issuance of Shares.


 


(a)           Grantee
understands, acknowledges and agrees that, unless a Section 83(b) election
is made (as described in Section 3.7), the difference between the Fair
Market Value of a Share at the time it vests, and the amount, if any, paid by
the Grantee for such Share is subject to state and federal income taxes and Grantee
is responsible for paying such taxes.


 


(b)           If
the Company is required to withhold any such taxes, Grantee hereby authorizes
the Company and any brokerage firm determined acceptable to the Company for
such purposes to sell on Grantee’s behalf a whole number of Shares from the
number of vested Shares delivered to Grantee at the time the Restrictions lapse
to generate cash proceeds sufficient to satisfy the tax withholding obligation
(“Sale Provisions”).  The Shares
will be sold as soon as practicable following the day the tax withholding
obligation arises.  The Grantee will be
responsible for all brokerage fees and other costs of sale and Grantee agrees
to indemnify and hold the Company harmless from any losses, costs, damages, or
expenses relating to any such sale.  Grantee
acknowledges that the Company or its designee is under no obligation to arrange
for such sale at any particular price, and that the proceeds of any such sale
may not be sufficient to satisfy Grantee’s tax withholding obligation.  Accordingly, Grantee agrees to pay to the
Company as soon as practicable any amount of the tax withholding obligation
that is not satisfied by the sale of Shares described above.  By accepting the Award, Grantee expresses his
or her intent that the Sale Provisions described above regarding the sale of Shares
to pay taxes are intended to constitute a Rule 10b5-1 sales plan and to satisfy
the requirements of Rule 10b5-1 under the Securities Exchange Act of 1934,
as amended.  The Company may, at its
discretion, fulfill its tax withholding obligation by reducing the number  of  vested  Shares  delivered to Grantee at the time the
Restrictions lapse by the number  of  Shares  required
to satisfy such tax withholding requirements (based on the Fair Market Value of
Shares at such time).  Such Shares shall
be returned to the Company.  Grantee’s
acknowledgement and acceptance of these tax provisions are conditions precedent
to the right of Grantee to receive the Award under the Plan and these Terms and
Conditions.


 


(c)           In
lieu of the sale or reduction of Shares delivered described in paragraph (b) above,
Grantee may pay to the Company the amount of tax required to be withheld in
cash, 


 


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by check or in other form satisfactory to the
Company.  Such payment must be made by
the date on which the Restrictions lapse or such later date as is established by
the Company (not to exceed 15 days after the date on which the Restrictions
lapse).


 


(d)           The
Shares will be deposited directly into Grantee’s brokerage account with the
Company’s approved broker when vested and any applicable withholding
obligations have been satisfied.


 


3.5           Stop-Transfer
Notices.  In order to ensure
compliance with the Restrictions and any provisions set forth in these Terms
and Conditions, the Notice or the Plan, the Company may issue appropriate “stop
transfer” instructions to its transfer agent, if any, and, if the Company
transfers its own securities, it may make appropriate notations to the same
effect in its own records.  The Company
may issue a “stop transfer” instruction if the Grantee fails to satisfy any tax
withholding obligations.


 


3.6           Certain
Changes in Capitalization; Additional Securities.  If the shares of the Company’s Common Stock
as a whole are increased, decreased, changed into or exchanged for a different
number or kind of shares or securities of the Company, whether through merger,
consolidation, reorganization, recapitalization, reclassification, stock
dividend, stock split, combination of shares, exchange of shares, change in
corporate structure or the like, the Administrator, in its sole discretion,
shall have the discretion and power to determine and to make effective
provision for acceleration of the time or times at which any Restrictions shall
lapse or be removed.  In addition, in the
case of the occurrence of any event described in this Section 3.6, the Administrator,
subject to the provisions of the Plan and these Terms and Conditions, shall
make an appropriate and proportionate adjustment in the number and kind of Shares
subject to the Award, to the end that after such event the Grantee’s
proportionate interest shall be maintained as before the occurrence of such
event.  Any such adjustment made by the Administrator
shall be final and binding upon the Grantee, the Company and all other
interested persons.  Any securities or
cash received (other than a regular cash dividend) as the result of ownership
of the Restricted Stock (the “Additional Securities”), including, but
not by way of limitation, warrants, options and securities received as a stock
dividend or stock split, or as a result of a recapitalization or reorganization
or other similar change in the Company’s capital structure, shall be retained
in escrow in the same manner and subject to the same conditions and
Restrictions as the Restricted Stock with respect to which they were issued,
including, without limitation, the vesting provisions set forth under Vesting/Lapsing
of Restrictions in the Notice.  The
Grantee shall be entitled to direct the Company to exercise any warrant or
option received as Additional Securities upon supplying the funds necessary to do
so, in which event the securities so purchased shall constitute Additional
Securities, but the Grantee may not direct the Company to sell any such warrant
or option.  If Additional Securities
consist of a convertible security, the Grantee may exercise any conversion
right, and any securities so acquired shall constitute Additional
Securities.  In the event of any change
in certificates evidencing the Shares or the Additional Securities by reason of
any recapitalization, reorganization or other transaction that results in the
creation of Additional Securities, the escrow holder is authorized to deliver
to the issuer the certificates evidencing the Shares or the Additional
Securities in exchange for the certificates of the replacement securities.


 


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3.7           Section 83(b) Election.  Grantee understands that, under Section 83(a) of
the Internal Revenue Code of 1986, as amended (the “Code”), the Grantee
will recognize as ordinary income the difference between the amount, if any,
paid for the Shares and the Fair Market Value of the Shares at the time the
Restrictions on such Shares lapse.  Grantee
understands that, notwithstanding the preceding sentence, Grantee may elect to
be taxed at the time of the Award Date, rather that at the time the
Restrictions lapse, by filing an election under Section 83(b) of the
Code (an “83(b) Election”) with the Internal Revenue Service within
30 days of the Award Date. In the event Grantee files an 83(b) Election, Grantee
will recognize ordinary income in an amount equal to the difference between the
amount, if any, paid for the Shares and the Fair Market Value of such Shares as
of the Award Date, and will be responsible for paying all such taxes, and, if
applicable, paying the Company the amount of any tax required to be withheld
thereon at the time of such election, in the manner set forth in Section 3.4.  Grantee further understands that a copy of
such 83(b) Election form must be filed with his or her federal income tax
return for the calendar year in which the Award falls, and a copy delivered to
the Company.  Grantee acknowledges that
the foregoing is only a summary of the effect of United States federal income
taxation with respect to this Award, and does not purport to be complete or to
deal with any state, local or foreign tax requirements that might apply.  GRANTEE FURTHER ACKNOWLEDGES THAT THE COMPANY
IS NOT RESPONSIBLE FOR FILING THE GRANTEE’S 83(B) ELECTION, AND THE
COMPANY HAS DIRECTED GRANTEE TO SEEK INDEPENDENT ADVICE REGARDING THE
APPLICABLE PROVISIONS OF THE CODE, THE INCOME TAX LAWS OF ANY MUNICIPALITY,
STATE OR FEDERAL GOVERNMENT OR FOREIGN COUNTRY IN WHICH GRANTEE MAY RESIDE,
AND THE TAX CONSEQUENCES OF GRANTEE’S DEATH.


 


ARTICLE
4

OTHER PROVISIONS


 


4.1           Book
Entry; Escrow.  The unvested Shares
will be held in book-entry or global certificate form.  If the Company instead chooses to issue share
certificates representing the Shares, the certificates for the Shares shall be
deposited in escrow with the Secretary or Assistant Secretary of the Company or
such other escrow holder as the Company may appoint; provided, however,
that in no event shall the Grantee retain physical custody of any certificates
representing unvested Shares issued to him. 
The deposited certificates shall remain in escrow until all of the
Restrictions lapse or shall have been removed.


 


4.2           Restricted
Stock Not Transferable.  No unvested
Shares or any interest or right therein or part thereof shall be liable for the
debts, contracts or engagements of the Grantee or his successors in interest or
shall be subject to disposition by transfer, alienation, anticipation, pledge,
encumbrance, assignment or any other means whether such disposition be
voluntary or involuntary or by operation of law by judgment, levy, attachment,
garnishment or any other legal or equitable proceedings (including bankruptcy),
and any attempted disposition thereof shall be null and void and of no effect; provided, however, that this Section 4.2 shall not prevent
transfers by will or by applicable laws of descent and distribution.


 


4.3           Rights
as Stockholder.  Except as otherwise
provided herein, upon issuance of the Shares pursuant to Section 4.1, the Grantee
shall have all the rights of a stockholder with respect to said Shares, subject
to the Restrictions herein, including the right to vote the Shares and to 


 


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receive all dividends or other distributions paid or
made with respect to the Shares; provided, however, that any and all Additional
Securities received by the Grantee with respect to such Restricted Stock shall,
as provided in Section 3.6, also be subject to the Restrictions until the
Restrictions on the underlying Shares lapse or are removed pursuant to these
Terms and Conditions.


 


4.4           No
Right to Continued Employment. 
Nothing in the Notice, these Terms and Conditions or the Plan shall
confer upon the Grantee any right to continue in the service of the Company or
any Related Entity or shall interfere with or restrict in any way the rights of
the Company or any Related Entity, which are hereby expressly reserved, to
discharge the Grantee at any time for any reason whatsoever, with or without
cause, except as may otherwise be provided by any written agreement entered
into by and between the Company and the Grantee.


 


4.5           No
Right to Future Awards.  Nothing in
the Notice, these Terms and Conditions or the Plan shall confer upon the
Grantee any right with respect to future Awards under the Plan, or any right
with respect to any other award under any plan of the Company or any Related
Entity.


 


4.6           Entire
Agreement: Governing Law.  The
Notice, these Terms and Conditions and the Plan constitute the entire agreement
of the parties with respect to the subject matter hereof and supersede in their
entirety all prior undertakings and agreements of the Company and the Grantee
with respect to the subject matter hereof, and may not be modified adversely to
the Grantee’s interest except by means of a writing signed by the Company and
the Grantee.  Nothing in the Notice, the
Plan and these Terms and Conditions (except as expressly provided therein) is
intended to confer any rights or remedies on any persons other than the
parties.  The Notice, the Plan and these
Terms and Conditions are to be construed in accordance with and governed by the
internal laws of the State of Delaware without giving effect to any choice of
law rule that would cause the application of the laws of any jurisdiction
other than the internal laws of the State of Delaware to the rights and duties
of the parties.  Should any provision of
the Notice, the Plan or these Terms and Conditions be determined to be illegal
or unenforceable, such provision shall be enforced to the fullest extent
allowed by law and the other provisions shall nevertheless remain effective and
shall remain enforceable.


 


4.7           Conformity
to Securities Laws.  The Grantee
acknowledges that the Plan and these Terms and Conditions are intended to
conform to the extent necessary with all provisions of the Securities Act of 1933,
as amended, and the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), and any and all regulations and rules promulgated thereunder by
the Securities and Exchange Commission, including without limitation Rule 16b-3
under the Exchange Act.  Notwithstanding
anything herein to the contrary, the Plan shall be administered, and the Award
is granted, only in such a manner as to conform to such laws, rules and
regulations.  To the extent permitted by
applicable law, the Plan and these Terms and Conditions shall be deemed amended
to the extent necessary to conform to such laws, rules and regulations.


 


4.8           Amendment,
Suspension and Termination.  The
Award and these Terms and Conditions may be wholly or partially amended or
otherwise modified, suspended or terminated at any time or from time to time by
the Committee or the Board, provided
that, except as may otherwise be provided by the Plan, neither the amendment,
suspension nor termination of the 


 


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Award or these Terms and Conditions shall, without the
consent of the Grantee, alter or impair any rights or obligations under any
Award.


 


4.9           Administration
and Interpretation.  Any question or
dispute regarding the administration or interpretation of the Notice, the Plan
or these Terms and Conditions shall be submitted by the Grantee or by the
Company to the Administrator.  The
resolution of such question or dispute by the Administrator shall be final and
binding on all persons.


 


4.10         Venue
and Waiver of Jury Trial.  The
Company, the Grantee, and the Grantee’s assignees pursuant to Section 4.2
(the “parties”) agree that any suit, action, or proceeding arising out of or
relating to the Notice, the Plan or these Terms and Conditions shall be brought
in the United States District Court for the Eastern District of New York (or
should such court lack jurisdiction to hear such action, suit or proceeding, in
a New York state court in the County of Nassau) and that the parties shall
submit to the jurisdiction of such court. 
The parties irrevocably waive, to the fullest extent permitted by law,
any objection the party may have to the laying of venue for any such suit,
action or proceeding brought in such court. 
THE PARTIES ALSO EXPRESSLY WAIVE ANY RIGHT THEY HAVE OR MAY HAVE TO
A JURY TRIAL OF ANY SUCH SUIT, ACTION OR PROCEEDING.  If any one or more provisions of this Section 4.10
shall for any reason be held invalid or unenforceable, it is the specific
intent of the parties that such provisions shall be modified to the minimum
extent necessary to make it or its application valid and enforceable.


 


4.11         Notices.  Notices required or permitted hereunder shall
be given in writing and shall be deemed effectively given upon personal
delivery or upon deposit in the United States mail by certified mail, with
postage and fees prepaid, addressed to the Grantee to his address shown in the
Company records, and to the Company at its principal executive office.


 


4.12         Severability.
 The invalidity or unenforceability of
any paragraph or provision of these Terms and Conditions shall not affect the
validity or enforceability of any other paragraph or provision, and all other
provisions shall remain in full force and effect.  If any provision of these Terms and
Conditions is held to be excessively broad, then such provision shall be
reformed and construed by limiting and reducing it so as to be enforceable to
the maximum extent permitted by law.


 


4.13         Certain
Provisions Applicable to Grantees Employed at International Locations.  The Company will assess its requirements
regarding tax, social insurance and any other payroll tax (“Tax-Related
Items”) withholding and reporting in connection with the Shares.  These requirements may change from time to
time as laws or interpretations change. 
Regardless of the actions of the Company in this regard, Grantee hereby
acknowledges and agrees that the ultimate liability for any and all Tax-Related
Items is and remains his or her responsibility and liability and that the
Company makes no representations nor undertakings regarding treatment of any
Tax-Related Items in connection with any aspect of the Award and does not
commit to structure the terms of the grant or any aspect of the Award to reduce
or eliminate the Grantee’s liability regarding Tax-Related Items.  In the event that the Company must withhold
any Tax-Related Items in connection with the Award, Grantee agrees to make
arrangements satisfactory to the Company to satisfy all withholding
requirements.  Grantee authorizes the
Company to withhold all applicable Tax-Related Items legally due from the Grantee
from his or her wages or other 


 


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cash compensation paid him or her by the Company
and/or to cause the sale of vested Shares on Grantee’s behalf or reduce the
number of vested Shares delivered to Grantee at the time the Restrictions
lapse, as contemplated by Section 3.4 above, to satisfy such Tax-Related
Items.


 


4.14         Data
Privacy.  Grantee consents to the
collection, use and transfer of personal data as described in this
Section.  Grantee understands that the
Company and its Subsidiaries hold certain personal information about the Grantee,
including the Grantee’s name, home address and telephone number, date of birth,
social security number or identification number, salary, nationality, job
title, any shares of stock or directorships held in the Company, details of all
options or any other entitlement to shares of stock (restricted or otherwise)
awarded, cancelled, exercised, vested, unvested or outstanding in Grantee’s
favor, for the purpose of managing and administering the Plan (“Data”).  Grantee further understands that the Company
and/or its Subsidiaries will transfer Data amongst themselves as necessary for
the purpose of implementation, administration and management of Grantee’s
participation in the Plan, and that the Company and/or any of its Subsidiaries
may each further transfer Data to any third parties assisting the Company in
the implementation, administration and management of the Plan (“Data
Recipients”).  Grantee understands
that these Data Recipients may be located in the Grantee’s country of
residence, the European Economic Area, or elsewhere throughout the world, such
as the United States.  Grantee authorizes
the Data Recipients to receive, possess, use, retain and transfer the Data, in
electronic or other form, for the purposes of implementing, administering and
managing Grantee’s participation in the Plan, including any transfer of such
Data, as may be required for the administration of the Plan and/or the
subsequent holding of Shares on the Grantee’s behalf, to a broker or other
third party with whom Grantee may elect to deposit any Shares of stock acquired
upon vesting of the Shares.  Grantee
understands that he or she may, at any time, review the Data, require any
necessary amendments to it or withdraw the consent herein in writing by
contacting the Company.  Withdrawal of
consent may, however, affect Grantee’s ability to participate in the Plan.


 


*  *  * 
*  *


 


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