SECOND AMENDMENT TO
THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT is made effective as of
June 11, 2010 by and between Veeco Instruments Inc., a Delaware corporation, and John R. Peeler.
A. The parties hereto entered into an Employment Agreement dated effective July 1, 2007, as
amended by the First Amendment thereto effective December 31, 2008 (the “Agreement”), and desire to amend
the Agreement further as set forth herein.
B. Capitalized terms used in this Amendment and not defined are defined in the Agreement.
NOW THEREFORE, the parties, intending to be legally bound, hereby agree as follows, effective as of
the date set forth above:
1. Section 1(a) of the First Amendment is modified by deleting such section and replacing it with
The general release and waiver of claims in Section 4 of the Agreement must be signed by the
Executive and returned to the Company during the reasonable period of time (not less than 21
days) designated by the Company, to assure that any period for revocation of the signed
Agreement has expired before payments are required to commence. Provided that the
Agreement is signed and the time for revocation has expired, amounts payable upon termination
of employment contingent on the execution of a general release and waiver of claims will be paid
or commence no later than the earlier of: (i) 90 days after the Executive’s termination of
employment, or (ii) 2½ months after the end of the year in which the Executive’s termination of
employment occurs. However, if such earlier date falls in the taxable year after the year in which
the Executive terminates employment, payments shall be made or commence in such later year.
2. Section 3(ii) of the Agreement is modified by deleting the first sentence thereof and replacing it
with the following:
Executive shall be entitled to receive a pro rata portion of his target