EXHIBIT 10.2


DIRECTORS RESTRICTED
STOCK AGREEMENT


THIS AGREEMENT (the “Agreement”) is entered
into as of _______________ (the “Award Date”) by and between Veeco
Instruments Inc., a Delaware corporation (the “Company”) and
___________________ (“Participant”), a Non-Employee Director of the
Company (as defined in the “Plan” described below).


WHEREAS, the Company has adopted the Veeco Instruments
Inc. 2000 Stock Incentive Plan (as it may be amended from time to time, the “Plan”),
the terms of which are hereby incorporated by reference and made a part of this
Agreement; and


WHEREAS, Paragraphs (iv) and (v) of Section 8 of the
Plan provide for the issuance of awards of the Company’s common stock, par
value $0.01 per share (“Common Stock”), to Non-Employee Directors
subject to certain restrictions (“Restricted Stock”); and


NOW, THEREFORE, in consideration of the mutual
covenants herein contained and other good and valuable consideration, receipt
of which is hereby acknowledged, the parties hereto do hereby agree as follows:


ARTICLE
I

DEFINITIONS


Section 1.1             In General.  Capitalized terms used but not defined herein
shall have the meanings assigned to such terms in the Plan.  In addition, wherever the following term is
used in this Agreement, it shall have the meaning specified below, unless the
context clearly indicates otherwise.


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


ARTICLE II.

RESTRICTED STOCK  AWARD


Section 2.1             Award of Restricted Stock.  In consideration of the Participant’s service
as a Non-Employee Director of the Company, in exchange for the promises
contained herein, and for other good and valuable consideration which the
Committee has determined exceeds the aggregate par value of the shares of
Common Stock subject to the Award (as defined below), as of the Award Date, the
Company issues to the Participant 5,000 shares of Restricted Stock (the “Award”).


Section 2.2             Award Subject to Plan.  The Award granted hereunder is subject to the
terms and provisions of the Plan, including without limitation Section 8
thereof.


ARTICLE III.

RESTRICTIONS


Section 3.1             Forfeiture; Repurchase Right.


(a)           Unless
otherwise provided by written agreement between the Company and Participant,
which may be entered into at any time, including in connection with such 


 









 



 


termination, any Award which is not vested at the time when the
Participant’s service as a Director of the Company ends shall thereupon be
forfeited immediately and without any further action by the Company or the
Participant.


(b)           Upon
termination of a Participant’s service as a Director, the Company or any
Affiliate shall have the right, but not the obligation, to purchase any
unvested Restricted Stock then held by such Participant at a cash price per
share equal to the price paid by the Participant for such Restricted Stock, if
any; provided that no such right of repurchase shall exist in the event of a
Normal Termination (as defined in the Plan).


Section 3.2             Vesting and Lapse of Restrictions.  Subject to Section 3.1, the Restrictions
shall lapse with respect to the Restricted Stock subject to the Award and the
Participant’s rights thereto shall vest, on the first anniversary of the Date
of Grant; provided, in each case,
that the Participant remains continuously in active service as a Director of
the Company for at least nine months following the Award Date.


Section 3.3             Legend. 
Until such time as Restrictions have lapsed, the Company may, at any
time, place legends referencing the Restrictions and any applicable federal
and/or state securities laws restrictions on certificates representing shares
of Restricted Stock issued pursuant to this Agreement.  The legend may include the following:


“THE SECURITIES
REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS SET FORTH IN THE
PLAN AND THE AWARD AGREEMENT BETWEEN THE CORPORATION AND THE REGISTERED HOLDER,
A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE CORPORATION.”


Section 3.4             Payment of Taxes; Issuance of
Shares.


(a)           Participant
understands, acknowledges and agrees that,
unless a Section 83(b) election is made (as described in Section 3.6),
the difference between the Fair Market Value
of the Restricted Stock at the time it
vests, and the amount, if any, paid by the Participant for such stock is
subject to state and federal income taxes and
Participant is responsible for paying such taxes.  If the Company is required to withhold any
such taxes, Participant hereby authorizes the Company to reduce the
number of vested shares of Restricted
Stock delivered to Participant at the time the restrictions lapse by the number of shares of Restricted
Stock required to satisfy such tax withholding requirements (based on the Fair
Market Value of shares at such time). 
Such shares of vested Restricted Stock shall be returned to the
Company.  Participant’s acknowledgement
and acceptance of these tax provisions are conditions precedent to the right of
Participant to receive the Restricted Stock under the Plan and this Agreement.


(b)           In
lieu of the reduction of shares delivered described in paragraph (a) above,
Participant may pay to the Company the amount of tax required to be withheld in
cash, 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).



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


Section 3.5             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
Committee, 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 3.5, the Committee, subject to the
provisions of the Plan and this Agreement, shall make an appropriate and
proportionate adjustment in the number and kind of shares of Restricted Stock,
to the end that after such event the Participant’s proportionate interest shall
be maintained as before the occurrence of such event.  Any such adjustment made by the Committee
shall be final and binding upon the Participant, the Company and all other
interested persons. In the event that the Participant receives any new or
additional or different shares or securities by reason of any transaction or
event described in this Section 3.5, such new or additional or different shares
or securities which are attributable to the Participant in his capacity as the
registered owner of the Restricted Stock then subject to Restrictions, shall be
considered to be Restricted Stock and shall be subject to all of the
Restrictions.


Section 3.6             Section 83(b) Election.  Participant understands that
Section 83(a) of the Code taxes as ordinary income the difference between
the amount, if any, paid for the shares of Common Stock and the Fair Market
Value of such shares at the time the Restrictions on such shares lapse.  Participant understands that, notwithstanding
the preceding sentence, Participant 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
Participant files an 83(b) Election, Participant will recognize ordinary income
in an amount equal to the difference between the amount, if any, paid for the
shares of Common Stock 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 3.5.
Participant further understands that acopy 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 D falls, and a copy delivered to the Company.  Participant acknowledges that the foregoing
is only a summary of the effect of United States federal income taxation with
respect to the award of Restricted Stock hereunder, and does not purport to be
complete or to deal with any state local, or foreign tax requirements that
might apply. PARTICIPANT FURTHER ACKNOWLEDGES THAT THE COMPANY IS NOT
RESPONSIBLE FOR FILING THE PARTICIPANT’S 83(b) ELECTION, AND THE COMPANY HAS
DIRECTED PARTICIPANT 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 PARTICIPANT MAY RESIDE, AND THE
TAX CONSEQUENCES OF PARTICIPANT’S DEATH.



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ARTICLE IV.

OTHER PROVISIONS


Section 4.1             Book Entry; Escrow.  The Shares representing the Restricted Stock
will be held in book-entry or global certificate form.  If the Company instead chooses to issue share
certificates representing the Restricted Stock, the certificates for the
Restricted Stock 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 Participant retain physical custody of any certificates representing
unvested Restricted Stock issued to him. 
The deposited certificates shall remain in escrow until all of the
Restrictions lapse or shall have been removed.


Section 4.2             Restricted Stock Not
Transferable.  No Restricted Stock or
any interest or right therein or part thereof shall be liable for the debts,
contracts or engagements of the Participant 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.


Section 4.3             Rights as Stockholder.  Except as otherwise provided herein, upon
issuance of the shares of Restricted Stock pursuant to Section 4.1, the
Participant 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 receive all dividends or other distributions paid or made with
respect to the shares or Restricted Stock; provided,
however, that any and all shares
of Common Stock received by the Participant with respect to such Restricted
Stock as a result of stock dividends, stock splits or any other form of
recapitalization shall also be subject to the Restrictions until the Restrictions
on the underlying shares of Restricted Stock lapse or are removed pursuant to
this Agreement.


Section 4.4             Not a Contract.  Nothing in this Agreement or in the Plan
shall confer upon the Participant any right to continue as a Director of the
Company, except as may otherwise be provided by any written agreement entered
into by and between the Company and the Participant.


Section 4.5             Governing Law.   The laws of the State of Delaware shall
govern the interpretation, validity, administration, enforcement and
performance of the terms of this Agreement regardless of the law that might be
applied under principles of conflicts of laws.


Section 4.6             Conformity to Securities Laws.  The Participant acknowledges that the Plan
and this Agreement 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 Awards are 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 this Agreement shall be deemed amended to the extent necessary to
conform to such laws, rules and regulations.



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Section 4.7             Amendment, Suspension and
Termination.  The Award 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 this Agreement
shall, without the consent of the Participant, alter or impair any rights or
obligations under any Award.


Section 4.8             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 Participant to his address shown in the Company
records, and to the Company at its principal executive office.


Section 4.9             Severability. The invalidity
or unenforceability of any paragraph or provision of this Agreement 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 this Agreement 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.


Section 4.10           Data Privacy.  By
entering into this Agreement and as a condition of the grant of the Restricted
Stock, Participant consents to the collection, use and transfer of personal
data as described in this Section. 
Participant understands that the Company and its subsidiaries hold
certain personal information about the Participant, including the Participant’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 Participant’s favor, for the
purpose of managing and administering the Plan (“Data”).  Participant 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
Participant’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”).  Participant understands
that these Data Recipients may be located in the Participant’s country of
residence, the European Economic Area, or elsewhere throughout the world, such
as the United States.  Participant
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 Participant’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 Participant’s behalf, to a
broker or other third party with whom Participant may elect to deposit any
shares of stock acquired upon vesting of the shares of Restricted Stock.  Participant 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
Participant’s ability to participate in the Plan.


[signature page
follows]



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IN WITNESS WHEREOF, this Agreement has been executed
and delivered by the parties hereto.


	
  

  	
   

  	
  VEECO INSTRUMENTS INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signed:

  	
   

  	
   

  



 



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