VEECO INSTRUMENTS INC
EMPLOYMENT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>5
<FILENAME>ex-10_2.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT
<TEXT>


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                                                                  Exhibit 10.2

                              EMPLOYMENT AGREEMENT

     This EMPLOYMENT AGREEMENT ("Agreement") dated as of April 3, 2000, is by
and between Edward H. Braun (the "Executive") and Veeco Instruments Inc., a
Delaware corporation (the "Company").

     The Company and the Executive hereby agree as follows:

     1. EMPLOYMENT. The Company hereby employs the Executive, and the Executive
hereby accepts employment by the Company, upon the terms and conditions
hereinafter set forth.

     2. TERM. Subject to the provisions for earlier termination as provided
herein, the employment of the Executive hereunder will be for the period
commencing on the date of this Agreement (the "Effective Date") and ending on
the third anniversary of such date. Effective on the first anniversary of the
date hereof and on each successive anniversary date thereafter, the term shall
automatically be extended by an additional one year unless, no later than 90
days prior to any such anniversary date, either the Company or the Executive
gives written notice to the other that the term will not be extended, in which
case the Executive's employment hereunder shall terminate upon the expiration of
the then-current term. The period of the Executive's employment under this
Agreement, as it may be terminated or extended from time to time as provided
herein, is referred to hereafter as the "Employment Period."

     3. DUTIES AND RESPONSIBILITIES. The Executive will be employed by the
Company in the position set forth on ANNEX A hereto. The Executive will
faithfully perform the duties and responsibilities of such office, as they may
be assigned from time to time by the Board of Directors of the Company (the
"Board") or the Board's designee as specified on ANNEX A. In addition, during
the Employment Period, the Company will use its best efforts to ensure the
Executive is a member of the Board.

     4. TIME TO BE DEVOTED TO EMPLOYMENT. Except for vacation in accordance with
the Company's policy in effect from time to time and absences due to temporary
illness, the Executive shall devote full time, attention and energy during the
Employment Period to the business of the Company. During the Employment Period,
the Executive will not be engaged in any other business activity which, in the
reasonable judgment of the Board or its designee, conflicts with the duties of
the Executive hereunder, whether or not such activity is pursued for gain,
profit or other pecuniary advantage.

     5. COMPENSATION; REIMBURSEMENT.

     (a) BASE SALARY. The Company will pay to the Executive an annual base
salary of not less than the amount specified as the Initial Base Salary on ANNEX
A, payable in accordance with the Company's normal payroll policy. The
Executive's base salary shall be reviewed annually by the Compensation Committee
of the Board (the "Committee") and shall be subject to increase at the option
and sole discretion of the Committee.

     (b) BONUS. The Executive shall be eligible to receive, at the sole
discretion of the Committee, an annual cash bonus, with a maximum target as
specified on ANNEX A, based on the Company's annual business plan as approved by
the Board.


     (c) BENEFITS; STOCK OPTIONS. In addition to the salary and cash bonus
referred to

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above, the Executive shall be entitled during the Employment Period
to participate in such employee benefit plans or programs of the Company, and
shall be entitled to such other fringe benefits, as are from time to time made
available by the Company generally to employees of the Executive's position,
tenure, salary, and other qualifications. Without limiting the generality of the
foregoing, the Executive shall be eligible for such awards, if any, under the
Company's stock option plan as shall be granted to the Executive by the
Committee or other appropriate designee of the Board acting in its sole
discretion. During the Employment Period, the Company will pay the Executive a
monthly car allowance in an amount not less than that previously paid by the
Company to Executive. Except to the extent provided herein, the Executive
acknowledges and agrees that the Company does not guarantee the adoption or
continuance of any particular employee benefit plan or program or other fringe
benefit during the Employment Period, and participation by the Executive in any
such plan or program shall be subject to the rules and regulations applicable
thereto.

     (d) EXPENSES. The Company will reimburse the Executive, in accordance with
the practices in effect from time to time for other officers or staff personnel
of the Company, for all reasonable and necessary traveling expenses and other
disbursements incurred by the Executive for or on behalf of the Company in the
performance of the Executive's duties hereunder, upon presentation by the
Executive to the Company of appropriate vouchers or documentation.

     (e) CERTAIN POST-EMPLOYMENT BENEFITS. For a period of five years after the
termination of the Employment Period, the Executive shall be entitled to
participate in all group health and insurance programs and all other benefits,
fringe benefits and perquisites available generally to senior executives of the
company (including in the case of health programs, continued coverage for the
Executive's spouse and eligible dependents). In the event that the Executive's
participation in any such plan or program is prohibited by operation of law or
by the terms of such plan or program as in effect immediately preceding the date
of termination of the Employment Period, the Company shall arrange to provide
the Executive with benefits substantially similar to those which the Executive
would have been entitled to receive under such plans and programs.

     6. DEATH; DISABILITY. If the Executive dies or is incapacitated or disabled
by accident, sickness or otherwise, so as to render the Executive mentally or
physically incapable of performing the services required to be performed by the
Executive under this Agreement for a period that would entitle the Executive to
qualify for long-term disability benefits under the Company's then-current
long-term disability insurance program or, in the absence of such a program, for
a period of 90 consecutive days or longer (such condition being herein referred
to as a "Disability"), then (i) in the case of the Executive's death, the
Executive's employment shall be deemed to terminate on the date of the
Executive's death or (ii) in the case of a Disability, the Company, at its
option, may terminate the employment of the Executive under this Agreement
immediately upon giving the Executive notice to that effect. Disability shall be
determined by the Board or the Board's designee. In the case of a Disability,
until the Company shall have terminated the Executive's employment hereunder in
accordance with the foregoing, the Executive shall be entitled to receive
compensation provided for herein notwithstanding any such physical or mental
disability.

     7. TERMINATION FOR CAUSE. The Company may, with the approval of a majority
of the Board, terminate the employment of the Executive hereunder at any time
during the Employment Period for "cause" (such termination being hereinafter
called a "Termination for Cause") by giving the Executive



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notice of such termination, upon the giving of which such termination will
take effect immediately. For purposes of this Agreement, "cause" means (i) the
Executive's willful and substantial misconduct, (ii) the Executive's repeated,
after written notice from the Company, neglect of duties or failure to act which
can reasonably be expected to affect materially and adversely the business or
affairs of the Company or any subsidiary or affiliate thereof, (iii) the
Executive's material breach of any of the agreements contained in Sections 12,
13, 14 or 15 hereof, (iv) the commission by the Executive of any material
fraudulent act with respect to the business and affairs of the Company or any
subsidiary or affiliate thereof or (v) the Executive's conviction of (or plea of
NOLO CONTENDERE to) a crime constituting a felony.

     8. TERMINATION WITHOUT CAUSE. The Company may terminate the employment of
the Executive hereunder at any time without "cause" (such termination being
hereinafter called a "Termination Without Cause") by giving the Executive notice
of such termination, upon the giving of which such termination will take effect
on the date specified on such notice which shall not be later than 30 days from
the date such notice is given.

     9. GOOD REASON. For purposes of this Agreement, termination for "Good
Reason" shall mean termination by the Executive of his employment with the
Company hereunder based on:

          (i) any diminution in the Executive's position, title,
     responsibilities, authority or reporting responsibilities;

          (ii) a relocation of the Executive's primary place of work by more
     than 50 miles from its then current location;

          (iii) the Executive is not at any time during the Employment Period a
     member of the Board; or

          (iv) the breach by the Company of any of its material obligations
     under this Agreement.

     10. VOLUNTARY TERMINATION. Any termination of the employment of the
Executive hereunder, otherwise than as a result of death or Disability, a
Termination For Cause, a Termination Without Cause or a termination for Good
Reason will be deemed to be a "Voluntary Termination." A Voluntary Termination
will be deemed to be effective immediately upon such termination or, at the
Company's option, up to 30 days following a notice of voluntary termination
given by the Executive.

     11. EFFECT OF TERMINATION OF EMPLOYMENT.

     (a) TERMINATION FOR CAUSE, VOLUNTARY TERMINATION. Upon a Termination for
Cause or a Voluntary Termination, neither the Executive nor the Executive's
beneficiaries or estate will have any further rights or claims against the
Company under this Agreement except the right to receive (i) the unpaid portion
of the base salary provided for in Section 5(a) hereof, computed on a PRO RATA
basis to the date of termination, (ii) payment of his previously accrued but
unpaid rights that are then payable in accordance with the terms of any
incentive compensation, stock option, retirement, employee welfare or other
employee benefit plans or programs of the Company in which the Executive is then
participating in accordance with Sections 5(b) and 5(c) hereof, (iii)
reimbursement for any expenses for which the


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Executive shall not have theretofore been reimbursed as provided in Section 5(d)
hereof and (iv) the benefits provided in Section 5(e) hereof.

     (b) TERMINATION WITHOUT CAUSE; TERMINATION FOR GOOD REASON. Upon a
Termination Without Cause or a termination for Good Reason, (i) the Executive
shall be entitled to receive the same payments and other rights as provided for
in Section 11(a) hereof, (ii) the Executive shall be entitled to receive a
severance payment in the form a cash lump sum, paid within 15 days of the date
of termination, with the amount of such payment to be the aggregate amount of
the Executive's base salary as in effect immediately prior to such termination
payable over the period of months specified in ANNEX A, (iii) any options to
purchase shares of the Company's stock which were granted to the Executive after
the date hereof and which are held by the Executive as of such date of
termination that were not vested and exercisable as of such date shall become
immediately and fully vested and exercisable as of such date and (iv) the
Executive shall retain the right to exercise such options to purchase shares of
the Company's stock until the earlier of (a) 12 months following the date of
such termination and (b) the expiration of the original full term of each such
option.

     (c) TERMINATION UPON DEATH OR DISABILITY. In the event Executive's
employment is terminated hereunder on account of death or Disability, (i) the
Executive shall be entitled to receive the same payments and other rights as
provided for in Section 11(a) hereof, (ii) the Executive shall be entitled to
receive a severance payment in the form a cash lump sum, paid within 15 days of
the date of termination, with the amount of such payment to be the aggregate
amount of the Executive's base salary as in effect immediately prior to such
termination payable over 12 months.

     12. NONDISCLOSURE OF INFORMATION. The Executive will not, at any time
during or after the Employment Period, disclose to any person, firm, corporation
or other business entity, except as required by law, any non-public information
concerning the business, products, clients or affairs of the Company or any
subsidiary or affiliate thereof for any reason or purpose whatsoever, nor will
the Executive make use of any of such non-public information for personal
purposes or for the benefit of any person, firm, corporation or other business
entity except the Company or any subsidiary or affiliate thereof.

     13. COMPANY RIGHT TO INVENTIONS. The Executive will promptly disclose,
grant and assign to the Company, for its sole use and benefit, any and all
inventions, improvements, technical information and suggestions relating in any
way to the business of the Company which the Executive may develop or acquire
during the Employment Period (whether or not during usual working hours),
together with all patent applications, letters patent, copyrights and reissues
thereof that may at any time be granted for or upon any such invention,
improvement or technical information. In connection therewith:

          (i) the Executive shall, without charge, but at the expense of the
     Company, promptly at all times hereafter execute and deliver such
     applications, assignments, descriptions and other instruments as may be
     necessary or proper in the opinion of the Company to vest title to any such
     inventions, improvements, technical information, patent applications,
     patents, copyrights or reissues thereof in the Company and to enable it to
     obtain and maintain the entire right and title thereto throughout the
     world; and

          (ii) the Executive shall render to the Company, at its expense
     (including a reasonable

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     payment for the time involved in case the Executive is not then in its
     employ), all such assistance as it may require in the prosecution of
     applications for said patents, copyrights or reissues thereof, in the
     prosecution or defense of interferences which may be declared involving any
     said applications, patents or copyrights and in any litigation in which the
     Company may be involved relating to any such patents, inventions,
     improvements or technical information.

     14. NON-COMPETITION.

     (a) Executive hereby agrees that, for the duration of Executive's
employment with the Company and for a period of two (2) years thereafter,
Executive will not, without the prior written consent of the Company, directly
or indirectly, engage or invest in, own, manage, operate, finance, control or
participate in the ownership, management, operation, financing or control of, be
employed by, associated with, or in any manner connected with, lend Executive's
name to, lend Executive's credit to or render services or advice to, any
business whose products or activities compete in whole or in part with the
former, current or currently contemplated products or activities of the Company
or any of its subsidiaries, in any state of the United States or in any country
in which the Company or any of its subsidiaries sells products or conducts
business; PROVIDED, HOWEVER, that Executive may purchase or otherwise acquire up
to (but not more than) one percent of any class of securities of any enterprise
(but without otherwise participating in the activities of such enterprise) if
such securities are listed on any national or regional securities exchange or
have been registered under Section 12(g) of the Securities Exchange Act of 1934,
as amended. Executive agrees that this covenant is reasonable with respect to
its duration, geographical area, and scope.

     (b) In the event of a breach by Executive of any covenant set forth in this
Section 14, the term of such covenant will be extended by the period of the
duration of such breach.

     (c) For the period following the termination of Executive's employment with
the Company during which the provisions of this Section 14 apply, Executive
will, within ten days after accepting any employment, advise the Company of the
identity of any employer of Executive. The Company may serve notice upon each
such employer that Executive is bound by this Agreement and furnish each such
employer with a copy of this Agreement or relevant portions hereof.

     15. NON-SOLICITATION.

     (a) Executive hereby agrees that, for the duration of Executive's
employment with the Company and for a period of two (2) years thereafter:

          (i) Executive will not, directly or indirectly, either for himself or
     any other person: (A) induce or attempt to induce any employee of the
     Company or any of its subsidiaries to leave the employ of the Company or
     such subsidiary, (B) in any way interfere with the relationship between the
     Company and its subsidiaries and any employee of the Company or any of its
     subsidiaries, (C) employ, or otherwise engage as an employee, independent
     contractor or otherwise, any current or former employee of the Company or
     any of its subsidiaries, other than such former employees who have not
     worked for the Company or any of its subsidiaries for more than one year or
     (D) induce or attempt to induce any customer, supplier, licensee or
     business relation of the

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     Company or any of its subsidiaries to cease doing business with the Company
     or such subsidiary, or in any way interfere with the relationship between
     the Company and its subsidiaries and any customer, supplier, licensee or
     business relation of the Company or any of its subsidiaries; and

          (ii) Executive will not, directly or indirectly, either for himself or
     any other person, solicit the business of any person known to Executive to
     be a customer of the Company or any of its subsidiaries, whether or not
     Executive had personal contact with such person, with respect to products
     or activities which compete in whole or in part with the former, current or
     currently contemplated products or activities of the Company and its
     subsidiaries or the products or activities of the Company and its
     subsidiaries in existence or contemplated at the time of termination of
     Executive's employment.

     (b) In the event of a breach by Executive of any covenant set forth in this
Section 15, the term of such covenant will be extended by the period of the
duration of such breach.

     16. SEVERABILITY. It is the desire and intent of the parties hereto that
the provisions of this Agreement be enforceable to the fullest extent
permissible under the laws and public policies applied in each jurisdiction in
which enforcement is sought. Accordingly, to the extent that a restriction
contained in this Agreement is more restrictive than permitted by the laws of
any jurisdiction where this Agreement may be subject to review and
interpretation, the terms of such restriction, for the purpose only of the
operation of such restriction in such jurisdiction, will be the maximum
restriction allowed by the laws of such jurisdiction and such restriction will
be deemed to have been revised accordingly herein. Likewise, any provision of
this Agreement that is prohibited or unenforceable in any jurisdiction will, as
to such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction will not invalidate or
render unenforceable such provision in any other jurisdiction.

     17. INJUNCTIVE RELIEF; SURVIVAL. (a) A breach of the obligations imposed on
Executive in Sections 12, 13, 14, and 15 hereof may not be one which is capable
of being easily measured by monetary damages and, consequently, Executive
specifically agrees that such sections may be enforced by injunctive relief.
Further, Executive specifically agrees that, in addition to such injunctive
relief, and not in lieu of it, the Company may also bring suit for damages
incurred by the Company as a result of a breach of Executive's obligations under
such sections.

     (b) Notwithstanding anything contained in this Agreement to the contrary,
the provisions of Sections 12, 13, 14 and 15 hereof will survive the expiration
or other termination of this Agreement until, by their terms, such provisions
are no longer operative.

     18. NOTICES. Notices and other communications hereunder will be in writing
and will be delivered personally or sent by air courier or first class certified
or registered mail, return receipt requested and postage prepaid, addressed as
follows:

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      IF TO THE COMPANY, TO:               IF TO THE EXECUTIVE, TO:
      ----------------------               ------------------------

      Veeco Instruments Inc.               the address specified in ANNEX A
      Terminal Drive
      Plainview, New York 11803
      Attention: General Counsel

All notices and other communications given to any party hereto in accordance
with the provisions of this Agreement will be deemed to have been given on the
date of delivery, if personally delivered; on the business day after the date
when sent, if sent by air courier; and on the third business day after the date
when sent, if sent by mail, in each case addressed to such party as provided in
this Section 18 or in accordance with the latest unrevoked direction from such
party.

     19. GOVERNING LAW. This Agreement will be governed by, and construed and
enforced in accordance with, the laws of the State of New York, without regard
to the conflicts of laws principles thereof.

     20. WAIVER OF BREACH. The waiver by either party of a breach of any
provision of this Agreement by the other party must be in writing and will not
operate, or be construed as, a waiver of any subsequent breach by such other
party.

     21. ENTIRE AGREEMENT; AMENDMENTS. This Agreement (including ANNEX A)
contains the entire agreement between the parties with respect to the subject
matter hereof and supersedes all prior agreements or understandings among the
parties with respect thereof. The amount of severance pay provided under this
Agreement, if any, may serve to offset or reduce any severance, termination or
similar payments the Company may be required to pay the Executive under federal,
state and local laws or any separate severance policy or plan of the Company.
This Agreement may be amended only by an agreement in writing signed by the
parties hereto.

     22. HEADINGS. The section headings contained in this Agreement are for
reference purposes only and will not affect in any way the meaning or
interpretation of this Agreement.

     23. ASSIGNMENT; SUCCESSORS. This Agreement is personal in its nature and
the parties hereto shall not, without the consent of the other, assign or
transfer this Agreement or any rights or obligations hereunder; PROVIDED, that
the provisions hereof will inure to the benefit of, and be binding upon, the
respective heirs, legal representatives and successors of the Executive and each
successor of the Company, whether by merger, consolidation, transfer of all or
substantially all of its assets or otherwise.

     24. RELEASE. Receipt of the benefits described in Section 11(b) or 11(c) is
conditioned upon the prior execution by Executive of a general release and
waiver of claims against the Company in a form satisfactory to the Company;
provided, however, that in the case of termination on account of death, such
general release and waiver of claims may be provided by the Executive's personal
representative or in another manner reasonably satisfactory to the Company.


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     25. ARBITRATION. Except as provided below and as provided in Section 17,
any dispute or claim arising under this Agreement or the relationship of the
parties hereunder shall be submitted to final and binding arbitration to be
conducted by the American Arbitration Association in Nassau County, New York in
accordance with its Employment Dispute Procedures. Arbitration proceedings
hereunder may be commenced by written notice from either party hereto to the
other party. Such proceedings and evidence shall be confidential. The arbitrator
shall have the power and the authority to make such decisions and awards as he
shall deem appropriate, including granting compensatory damages and costs to the
prevailing party (including attorneys' fees and fees of the arbitrator, but
excluding punitive, exemplary, consequential and special damages), and the
granting or issuance of such mandatory directions, prohibitions, orders,
restraints and other injunctions (other than any of the foregoing that would
reestablish the employment relation formerly existing between Executive and the
Company) that he may deem necessary or advisable directed to or against any of
the parties, including a direction or order requiring specific performance of
any covenant, agreement or provision of this Agreement as a result of a breach
or threatened breach thereof. Unless otherwise directed by the arbitrator, the
cost of such arbitration shall be borne equally by the parties. Any decision and
award of the arbitrator shall be final, binding and conclusive upon all of the
parties hereto and said decision and award may be entered as a final judgment in
any court of competent jurisdiction. It is expressly agreed that arbitration as
provided herein shall be the exclusive means for determination of all matters as
above provided and neither of the parties hereto shall institute any action or
proceeding in any court of law or equity, state or federal, other than
respecting enforcement of the arbitrator's award hereunder. The foregoing
sentence shall be a bona fide defense in any action or proceeding instituted
contrary to this section. Notwithstanding the foregoing, nothing contained
herein shall prevent or restrain in any manner the Company from instituting an
action or claim in any court, or such other forum as may be appropriate (a) to
protect the Company's proprietary or confidential business information or trade
secrets or to enforce any agreement relating thereto, (b) to enforce or protect
the Company's patent, copyright, trademark or other intellectual property
rights, (c) to redress claims of product disparagement or trade libel, or (d) to
protect the Company's reasonable business expectations or relations with third
parties.

                                    * * * * *

     IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the
date first above written.

VEECO INSTRUMENTS INC.                       EXECUTIVE

By: /s/ AUTHORIZED SIGNATORY                 /s/ EDWARD H. BRAUN
    ---------------------------------            -------------------------------
Name:                                            Edward H. Braun
Title:

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                                     ANNEX A

                                       TO

                              EMPLOYMENT AGREEMENT



Name of Executive:                                 Edward H. Braun

Position:                                          Chairman of the Board and
                                                   Chief Executive Officer

Board of Directors' Initial Designee
to whom Executive Shall Report:                    None, reports to full Board

Initial Base Salary:                               $470,000

Target Bonus:                                      100% of Base Salary

Number of months used to calculate
lump sum severance payment in the
event of a Termination Without
Cause or for Good Reason:                          24 months

Executive's address for notices:                   One Malcoms Landing
                                                   Northport, NY 11768



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