Vice President, Marketing Employment Agreement

June 17, 2005



Jeannine P. Sargent





Dear Jeannine:



I am pleased to confirm our offer to promote you to the position of Executive Vice President, Marketing and Business Development and General Manager, Nano-Bio Instruments Group, reporting to me. The effective date of the promotion will be June 6, 2005. The terms applicable to your promotion are as follows:



95 Your revised bi-weekly salary will be $11,153.85. This equates to an annual salary rate of $290,000.00.



95 You will remain on the annual Management Bonus Plan. The plan is based on company performance, which at target can be up to 60% percent of your annual base salary in accordance with a Board approved Management Bonus Plan . (Your 2005 Bonus calculation will be based on EBITA results vs. plan, allocated at 75% Metrology and 25% Corporate).



95 Veeco will provide a three-year cash incentive bonus based on achieving revenue and EBITA goals over a three-year period for Nano-Bio Instruments, to be completed within 60 days.



95 In the event you are terminated without "Cause" or you resign for "Good Reason" (each as defined below), the following would apply:



Severance . Veeco will pay you a salary continuation benefit equal to your base salary payable over 18 months, less applicable deductions. You will also receive a pro rata portion of the bonus you would have received for the year in which termination occurs under annual cash incentive plans in effect at the time of termination based on your and the Company92s performance relative to the goals under such plans (less amounts previously paid). Such amount shall be payable on the same date(s) that the Company makes it bonus payments to employees generally with regard to such year. In addition, if you are enrolled in Veeco92 s medical and dental plans at the time of separation and elect to continue coverage under COBRA, then your ...