Exhibit
10.2


 


VEECO INSTRUMENTS INC. 2010 STOCK INCENTIVE PLAN



NOTICE OF STOCK OPTION AWARD


 


Veeco
Instruments Inc. (the “Company”) is pleased to confirm the award to the individual
named below (the “Grantee”) of an option to purchase shares of Common
Stock, subject to the terms and conditions of this Notice of Stock Option 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 Stock Option 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:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Exercise Price per
  Share:

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Total Number of Shares
  Subject to the Option (the “Shares”):

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Expiration Date:

  	
   

  	
  The seventh (7th) anniversary of the Award Date

  
	
   

  	
   

  	
   

  
	
  Exercise Period
  following Normal Termination (as defined in Section 3.2 of the Terms and
  Conditions):

  	
   

  	
  Ninety (90) Days

  
					



 


Vesting Schedule:


 


Subject
to the Grantee’s Continuous Service and other limitations set forth in this
Notice, the Plan and the Terms and Conditions, the Option may be exercised, in
whole or in part, in accordance with the following schedule:


 


One-third
(1/3) of the Shares subject to the Option shall vest on each of the first three
(3) anniversaries of the Award Date.


 


Additional Provisions:


 


This
Option shall be subject to the terms and conditions set forth in the Veeco
Instruments Inc. Terms and Conditions of Stock Option 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 STOCK OPTION AWARD 

(2010)


 


These TERMS
AND CONDITIONS OF STOCK OPTION AWARD (2010) (these “Terms and Conditions”)
apply to any award by Veeco Instruments Inc., a Delaware corporation (the “Company”),
of an option (the “Option”) to purchase shares of the Company’s common stock,
par value $0.01 per share (“Common 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

STOCK OPTION AWARD


 


1.1           Award of Option.  The
Company hereby awards the Grantee (the “Grantee”) named in the Notice of
Stock Option Award (the “Notice”), an option (the “Option”) to
purchase the Total Number of Shares of Common Stock subject to the Option (the “Shares”)
set forth in the Notice, at the Exercise Price per Share set forth in the
Notice (the “Exercise Price”) subject to the terms and provisions of the
Notice, the Plan, and these Terms and Conditions.  Unless otherwise defined herein, the terms
defined in the Plan shall have the same defined meanings in these Terms and
Conditions.


 


1.2           Type of Option. 
The Option is not intended to qualify as an Incentive Stock Option as
defined in Section 422 of the Code. 
Accordingly, the Option is a Non-Qualified Stock Option.


 


ARTICLE 2

EXERCISE OF OPTION


 


2.1           Right to Exercise. 
The Option shall be exercisable during its term in accordance with the
Vesting Schedule set out in the Notice and with the applicable provisions of
the Plan and these Terms and Conditions. 
The Option shall be subject to the provisions of Section 11 of the
Plan relating to the exercisability or termination of the Option in the event
of a Corporate Transaction.  The Grantee
shall be subject to reasonable limitations on the number of requested exercises
during any monthly or weekly period as determined by the Administrator.  In no event shall the Company issue
fractional Shares.


 


2.2           Method of Exercise. 
The Option shall be exercisable by delivery of an exercise notice or by
such other procedure as specified from time to time by the Administrator which
shall state the election to exercise the Option, the whole number of Shares in
respect of which the Option is being exercised, and such other provisions as
may be required by the Administrator. 
The exercise notice shall be delivered in person, by certified mail, or
by such other method (including electronic transmission) as determined from
time to time by the Administrator to the Company accompanied by payment of the
Exercise Price and all applicable income and employment taxes required to be
withheld.  The Option shall be deemed to
be exercised upon receipt by the Company of such notice accompanied by the
Exercise Price and all applicable withholding taxes, which, to the extent
selected, shall be deemed to be satisfied by use of the 


 


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broker-dealer sale and remittance procedure to pay the
Exercise Price provided in Section 2.5(e) below to the extent such
procedure is available to the Grantee at the time of exercise and such an
exercise would not violate any Applicable Law.


 


2.3           Taxes.  No Shares
will be delivered to the Grantee or other person pursuant to the exercise of
the Option until the Grantee or other person has made arrangements acceptable
to the Administrator for the satisfaction of applicable income tax and
employment tax withholding obligations, including, without limitation, such
other tax obligations of the Grantee incident to the receipt of Shares.  Upon exercise of the Option, the Company or
the Grantee’s employer may offset or withhold (from any amount owed by the
Company or the Grantee’s employer to the Grantee) or collect from the Grantee
or other person an amount sufficient to satisfy such tax withholding
obligations.  Furthermore, in the event
of any determination that the Company has failed to withhold a sum sufficient
to pay all withholding taxes due in connection with the Option, the Grantee
agrees to pay the Company the amount of such deficiency in cash within five (5) days
after receiving a written demand from the Company to do so, whether or not the
Grantee is an employee of the Company at that time.


 


2.4           Section 16(b). 
Notwithstanding any provision of these Terms and Conditions to the
contrary, other than termination of the Grantee’s Continuous Service for Cause,
if a sale within the applicable time periods set forth in Sections 3.2, 3.3
or 3.4 herein of Shares acquired upon the exercise of the Option would subject
the Grantee to suit under Section 16(b) of the Exchange Act, the
Option shall remain exercisable until the earliest to occur of (i) the
tenth (10th) day following the date on which a sale of such Shares by the
Grantee would no longer be subject to such suit, (ii) the one hundred and
ninetieth (190th) day after the Grantee’s termination of Continuous Service, or
(iii) the date on which the Option expires.


 


2.5           Method of Payment. 
Payment of the Exercise Price shall be made by any of the following, or
a combination thereof, at the election of the Grantee; provided, however, that
such exercise method does not then violate any Applicable Law and, provided
further, that the portion of the Exercise Price equal to the par value of the
Shares must be paid in cash or other legal consideration permitted by the Delaware
General Corporation Law:


 


(a)           cash;


 


(b)           check;


 


(c)           at the sole discretion of the
Administrator, surrender of Shares held for the requisite period, if any,
necessary to avoid a charge to the Company’s earnings for financial reporting
purposes, or delivery of a properly executed form of attestation of ownership
of Shares as the Administrator may require which have a Fair Market Value on
the date of surrender or attestation equal to the aggregate Exercise Price of
the Shares as to which the Option is being exercised;


 


(d)           at the sole discretion of the
Administrator, payment through a “net exercise” such that, without the payment
of any funds, the Grantee may exercise the Option and receive the net number of
Shares equal to (i) the number of Shares as to which the Option is being
exercised, multiplied by (ii) a fraction, the numerator of which is the
Fair Market Value 


 


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per Share (on such date as is determined by the
Administrator) less the Exercise Price per Share, and the denominator of which
is such Fair Market Value per Share (the number of net Shares to be received
shall be rounded down to the nearest whole number of Shares); or


 


(e)           payment through a broker-dealer sale and
remittance procedure pursuant to which the Grantee (i) shall provide
written instructions to a Company-designated brokerage firm to effect the
immediate sale of some or all of the purchased Shares and remit to the Company
sufficient funds to cover the aggregate exercise price payable for the
purchased Shares and (ii) shall provide written directives to the Company
to deliver the certificates for the purchased Shares directly to such brokerage
firm in order to complete the sale transaction.


 


ARTICLE 3

LIMITATIONS ON EXERCISE


 


3.1           Restrictions on Exercise. 
The Option may not be exercised if the issuance of the Shares subject to
the Option upon such exercise would constitute a violation of any Applicable
Laws.  If the exercise of the Option
within the applicable time periods set forth in Sections 3.2, 3.3 and 3.4
of these Terms and Conditions is prevented by the provisions of this Section 3.1,
the Option shall remain exercisable until one (1) month after the date the
Grantee is notified by the Company that the Option is exercisable, but in any
event no later than the Expiration Date set forth in the Notice.


 


3.2           Normal Termination. 
In the event the Grantee’s Continuous Service terminates in a Normal
Termination, the Grantee may, but only during the Exercise Period following
Normal Termination set forth in the Notice, exercise the portion of the Option
that was vested at the date of such termination (the “Termination Date”).  The Exercise Period following Normal
Termination shall commence on the Termination Date.  Notwithstanding the foregoing, if the Grantee
undergoes a Normal Termination and resumes Continuous Service as an Employee
during the Exercise Period following Normal Termination, the Grantee shall not
be considered to have undergone a termination of Continuous Service and the
Option shall continue to be outstanding according to its terms.  In no event shall the Option be exercised
later than the Expiration Date set forth in the Notice.  “Normal Termination” means the
termination of the Grantee’s Continuous Service (i) by the Company or a
Related Entity without Cause, or (ii) due to Disability.  Except as provided in Sections 3.3 and 3.4
below, to the extent that the Option was unvested on the Termination Date, or
if the Grantee does not exercise the vested portion of the Option within the Exercise
Period following Normal Termination, the Option shall terminate.


 


3.3           Other Termination. 
In the event of termination of the Grantee’s Continuous Service other
than in a Normal Termination or due to the Grantee’s death, the Grantee’s right
to exercise the Option shall, except as otherwise determined by the
Administrator, terminate concurrently with the termination of the Grantee’s
Continuous Service (also the “Termination Date”).


 


3.4           Death of Grantee. 
In the event of the termination of the Grantee’s Continuous Service as a
result of his or her death, or in the event of the Grantee’s death during the Exercise
Period following Normal Termination or during the twelve (12) month period
following the Grantee’s termination of Continuous Service as a result of his or
her Disability, the person who 


 


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acquired the right to exercise the Option pursuant to Section 4.1
may exercise the portion of the Option that was vested at the date of
termination within twelve (12) months commencing on the date of death (but
in no event later than the Expiration Date). 
To the extent that the Option was unvested on the date of death, or if
the vested portion of the Option is not exercised within the time specified
herein, the Option shall terminate.


 


3.5           Term of Option. 
The Option must be exercised no later than the Expiration Date set forth
in the Notice or such earlier date as otherwise provided herein.  After the Expiration Date or such earlier
date, the Option shall be of no further force or effect and may not be
exercised.


 


3.6           Certain Changes in Capitalization.  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, subject to the provisions
of the Plan and these Terms and Conditions, shall have the discretion and power
to make an appropriate and proportionate adjustment in the number and kind of
Shares subject to the Award, the Exercise Price of the Award, as well as any
other terms that the Administrator determines require adjustment 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.


 


ARTICLE 4

OTHER PROVISIONS


 


4.1           Transferability of Option. 
The Option may not be transferred in any manner other than by will or by
the laws of descent and distribution and may be exercised during the lifetime
of the Grantee only by the Grantee. 
Notwithstanding the foregoing, the Grantee may designate one or more
beneficiaries of the Grantee’s Option in the event of the Grantee’s death on a
beneficiary designation form provided by the Administrator.  Following the death of the Grantee, the
Option, to the extent provided in Section 3.4, may be exercised (a) by
the person or persons designated under the deceased Grantee’s beneficiary
designation or (b) in the absence of an effectively designated
beneficiary, by the Grantee’s legal representative or by any person empowered
to do so under the deceased Grantee’s will or under the then applicable laws of
descent and distribution.  The terms of
the Option shall be binding upon the executors, administrators, heirs,
successors and transferees of the Grantee.


 


4.2           Tax Consequences.  The
Grantee may incur tax liability as a result of the Grantee’s purchase or
disposition of the Shares.  THE GRANTEE
SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THE OPTION OR DISPOSING OF THE
SHARES.  It is the intent of the Company
that the Option be exempt from Section 409A of the Code (“Section 409A”).  Nevertheless, the Company makes no
representation that the Option will be exempt from or comply with Section 409A
and makes no undertaking to prevent Section 409A from applying to the
Option or to mitigate its effects on the Option.  The Grantee is encouraged to consult a tax
adviser regarding the potential impact of Section 409A.


 


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4.3           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.


 


4.4           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.


 


4.5           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.


 


4.6           Construction. 
The captions used in the Notice and these Terms and Conditions are
inserted for convenience and shall not be deemed a part of the Option for
construction or interpretation.  Except
when otherwise indicated by the context, the singular shall include the plural
and the plural shall include the singular. 
Use of the term “or” is not intended to be exclusive, unless the context
clearly requires otherwise.


 


4.7           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.


 


4.8           Venue and Waiver of Jury Trial.  The
Company, the Grantee, and the Grantee’s assignees pursuant to Section 4.1
(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 


 


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ANY SUCH SUIT, ACTION OR PROCEEDING.  If any one or more provisions of this Section 4.8
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.


 


4.9           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.


 


4.10         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.


 


4.11         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 Award.  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 cash
compensation paid him or her by the Company and/or reduce the number of Shares
delivered to Grantee at the time of Option exercise, as contemplated by Section 2.3
above, to satisfy such Tax-Related Items.


 


4.12         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 


 


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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 acquired pursuant to the Option.  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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