VEECO INSTRUMENTS INC (Form: 10-Q, Received: 07/27/2012 10:05:52)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2012

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

Commission file number 0-16244

VEECO INSTRUMENTS INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

11-2989601

(State or Other Jurisdiction of
Incorporation or Organization)

(I.R.S. Employer

Identification Number)

Terminal Drive Plainview, New York		11803
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (516) 677-0200

Website: www.veeco.com

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer x		Accelerated filer o

Non-accelerated filer o (Do not check if a Smaller reporting company)		Smaller reporting company o

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

39,156,634 shares of common stock, $0.01 par value per share, were outstanding as of the close of business on July 23, 2012.

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SAFE HARBOR STATEMENT

This Quarterly Report on Form 10-Q (the “Report”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Discussions containing such forward-looking statements may be found in Part I. Items 2 and 3 hereof, as well as within this Report generally. In addition, when used in this Report, the words “believes,” “anticipates,” “expects,” “estimates,” “plans,” “intends” and similar expressions are intended to identify forward-looking statements. All forward-looking statements are subject to a number of risks and uncertainties that could cause actual results to differ materially from projected results. These risks and uncertainties include, without limitation, the following:

· Our operating results have been, and may continue to be, adversely affected by unfavorable market conditions;

· Market adoption of LED technology for general lighting could be slower than anticipated;

· Our failure to successfully manage our outsourcing activities or failure of our outsourcing partners to perform as anticipated could adversely affect our results of operations and our ability to adapt to fluctuating order volumes;

· The further reduction or elimination of foreign government subsidies and economic incentives may adversely affect the future order rate for our MOCVD equipment;

· Our operating results have been, and may continue to be, adversely affected by tightening credit markets;

· Our backlog is subject to customer cancellation or modification and such cancellation could result in decreased sales and increased provisions for excess and obsolete inventory and/or liabilities to our suppliers for products no longer needed;

· The failure to estimate customer demand accurately could result in excess or obsolete inventory and\or liabilities to our suppliers for products no longer needed, while manufacturing interruptions or delays could affect our ability to meet customer demand;

· The cyclicality of the industries we serve directly affects our business;

· We rely on a limited number of suppliers, some of whom are our sole source for particular components;

· Our sales to HB LED and data storage manufacturers are highly dependent on these manufacturers’ sales for consumer electronics applications, which can experience significant volatility due to seasonal and other factors, which could materially adversely impact our future results of operations;

· We are exposed to the risks of operating a global business, including the need to obtain export licenses for certain of our shipments and political risks in the countries we operate;

· The timing of our orders, shipments, and revenue recognition may cause our quarterly operating results to fluctuate significantly;

· We operate in industries characterized by rapid technological change;

· We face significant competition;

· We depend on a limited number of customers, located primarily in a limited number of regions, that operate in highly concentrated industries;

· Our sales cycle is long and unpredictable;

· Our inability to attract, retain, and motivate key employees could have a material adverse effect on our business;

· The price of our common shares may be volatile and could decline significantly;

· We are subject to foreign currency exchange risks;

· The enforcement and protection of our intellectual property rights may be expensive and could divert our limited resources;

· We may be subject to claims of intellectual property infringement by others;

· Our acquisition strategy subjects us to risks associated with evaluating and pursuing these opportunities and

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integrating these businesses;

· We may be required to take additional impairment charges for goodwill and indefinite-lived intangible assets or definite-lived intangible and long-lived assets;

· Changes in accounting pronouncements or taxation rules or practices may adversely affect our financial results.

· We are subject to internal control evaluations and attestation requirements of Section 404 of the Sarbanes-Oxley Act;

· We are subject to risks of non-compliance with environmental, health and safety regulations.

· We have significant operations in locations which could be materially and adversely impacted in the event of a natural disaster or other significant disruption;

· We have adopted certain measures that may have anti-takeover effects which may make an acquisition of our Company by another company more difficult; and

· The matters set forth in this Report generally, including the risk factors set forth in “Part 2. Item 1A. Risk Factors.”

Consequently, such forward-looking statements should be regarded solely as the Company’s current plans, estimates, and beliefs. The Company does not undertake any obligation to update any forward-looking statements to reflect future events or circumstances after the date of such statements.

Available Information

We file annual, quarterly and current reports, information statements and other information with the Securities and Exchange Commission (the “SEC”). The public may obtain information by calling the SEC at 1-800-SEC-0330. The SEC also maintains a website that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The address of that site is www.sec.gov .

Internet Address

We maintain a website where additional information concerning our business and various upcoming events can be found. The address of our website is www.veeco.com . We provide a link on our website, under Investors — Financial Information — SEC Filings, through which investors can access our filings with the SEC, including our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and all amendments to such reports. These filings are posted to our website, as soon as reasonably practicable after we electronically file such material with the SEC.

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VEECO INSTRUMENTS INC.

INDE X

		Page
PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements:

	Condensed Consolidated Statements of Income and Comprehensive Income for the Three and Six Months Ended June 30, 2012 and 2011 (Unaudited)	5

	Condensed Consolidated Balance Sheets as of June 30, 2012 (Unaudited) and December 31, 2011	6

	Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2012 and 2011 (Unaudited)	7

	Notes to Condensed Consolidated Financial Statements (Unaudited)	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	29

Item 4.	Controls and Procedures	29

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	31

Item 1A.	Risk Factors	31

Item 6.	Exhibits	32

SIGNATURES		33

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Veeco Instruments Inc. and Subsidiaries
Condensed Consolidated Statements of Income

(In thousands, except per share data)
(Unaudited)

	Three months ended						Six months ended
	June 30,						June 30,
	2012			2011			2012			2011
Net sales	$	136,547		$	264,815		$	276,456		$	519,491
Cost of sales	75,293			129,466			149,934			253,179
Gross profit	61,254			135,349			126,522			266,312
Operating expenses (income):
Selling, general and administrative	20,893			27,461			40,666			50,397
Research and development	23,910			23,652			47,216			43,523
Amortization	1,185			1,334			2,400			2,242
Restructuring	—			—			63			—
Other, net	146			(68		)	111			(28		)
Total operating expenses	46,134			52,379			90,456			96,134
Operating income	15,120			82,970			36,066			170,178
Interest (income) expense, net	(329		)	86			(532		)	1,385
Loss on extinguishment of debt	—			3,045			—			3,349
Income from continuing operations before income taxes	15,449			79,839			36,598			165,444
Income tax provision	4,438			23,521			9,125			51,147
Income from continuing operations	11,011			56,318			27,473			114,297

Discontinued operations:
Income (loss) from discontinued operations before income taxes	1,219			(59,698		)	1,138			(67,735		)
Income tax provision (benefit)	412			(22,586		)	381			(25,286		)
Income (loss) from discontinued operations	807			(37,112		)	757			(42,449		)

Net income	$	11,818		$	19,206		$	28,230		$	71,848

Income (loss) per common share:
Basic:
Continuing operations	$	0.29		$	1.37		$	0.72		$	2.83
Discontinued operations	0.02			(0.90		)	0.02			(1.05		)
Income	$	0.31		$	0.47		$	0.74		$	1.78
Diluted :
Continuing operations	$	0.28		$	1.31		$	0.71		$	2.67
Discontinued operations	0.02			(0.86		)	0.02			(0.99		)
Income	$	0.30		$	0.45		$	0.73		$	1.68

Weighted average shares outstanding:
Basic	38,370			40,998			38,315			40,433
Diluted	38,988			43,002			38,925			42,780

Veeco Instruments Inc. and Subsidiaries

Condensed Consolidated Statements of Comprehensive Income

(In thousands)

(Unaudited)

	Three months ended						Six months ended
	June 30,						June 30,
	2012			2011			2012			2011
Net income	$	11,818		$	19,206		$	28,230		$	71,848
Other comprehensive (loss) income, net of tax
Unrealized (loss) gain on available-for-sale securities	(66		)	286			(184		)	349
Less: Reclassification adjustments for losses (gains) included in net income	1			(92		)	(9		)	(129		)
Net unrealized (loss) gain on available-for-sale securities	(65		)	194			(193		)	220

Foreign currency translation	244			686			(245		)	1,157
Comprehensive income	$	11,997		$	20,086		$	27,792		$	73,225

The accompanying notes are an integral part of these condensed consolidated financial statements .

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Veeco Instruments Inc. and Subsidiaries
Condensed Consolidated Balance Sheets

(In thousands)

	June 30,		December 31,
	2012		2011
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	317,047	$	217,922
Short-term investments	221,832		273,591
Restricted cash	851		577
Accounts receivable, net	95,125		95,038
Inventories	90,729		113,434
Prepaid expenses and other current assets	28,577		40,756
Assets of discontinued segment held for sale	—		2,341
Deferred income taxes	10,298		10,885
Total current assets	764,459		754,544

Property, plant and equipment at cost, net	97,068		86,067
Goodwill	55,828		55,828
Intangible assets, net	23,483		25,882
Other assets	9,137		13,742
Total assets	$	949,975	$	936,063
Liabilities and equity
Current liabilities:
Accounts payable	$	32,652	$	40,398
Accrued expenses and other current liabilities	95,168		107,656
Deferred profit	10,301		10,275
Income taxes payable	1,350		3,532
Liabilities of discontinued segment held for sale	5,359		5,359
Current portion of long-term debt	258		248
Total current liabilities	145,088		167,468

Deferred income taxes	5,023		5,029
Long-term debt	2,275		2,406
Other liabilities	324		640

Equity:
Preferred stock, 500,000 shares authorized; no shares issued and outstanding	—		—
Common stock; $.01 par value; authorized 120,000,000 shares; 39,143,126 and 38,768,436 shares issued and outstanding in 2012 and 2011, respectively	385		435
Additional paid-in-capital	697,303		688,353
Retained earnings	93,425		265,317
Accumulated other comprehensive income	6,152		6,590
Less: treasury stock, at cost; 5,278,828 shares in 2011	—		(200,175		)
Total equity	797,265		760,520

Total liabilities and equity	$	949,975	$	936,063

The accompanying notes are an integral part of these condensed consolidated financial statements .

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Veeco Instruments Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows

(In thousands)
(Unaudited)

	Six months ended June 30,
	2012			2011
Operating activities
Net income	$	28,230		$	71,848
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	7,834			5,801
Amortization of debt discount	—			1,260
Non-cash equity-based compensation	7,144			6,517
Loss on extinguishment of debt	—			3,349
Deferred income taxes	587			6,749
Excess tax benefits from stock option exercises	(978		)	(7,254		)
Other, net	—			41
Non-cash items from discontinued operations	(1,285		)	52,792
Changes in operating assets and liabilities:
Accounts receivable	7			23,813
Inventories	22,888			(26,150		)
Prepaid expenses and other current assets	8,875			(41,915		)
Supplier deposits	3,328			(516		)
Accounts payable	(7,756		)	27,748
Accrued expenses, deferred profit and other current liabilities	(12,476		)	(3,326		)
Income taxes payable	(1,205		)	(44,737		)
Other, net	5,358			(708		)
Net cash provided by operating activities	60,551			75,312
Investing activities
Capital expenditures	(16,601		)	(31,291		)
Payments for net assets of businesses acquired	—			(28,273		)
Transfers (to) from restricted cash	(275		)	21,633
Proceeds from sales of short-term investments	99,533			374,226
Payments for purchases of short-term investments	(49,014		)	(361,051		)
Other	—			1
Proceeds from sale of assets from discontinued segment	3,758			—
Net cash provided by (used in) investing activities	37,401			(24,755		)
Financing activities
Proceeds from stock option exercises	2,161			9,095
Restricted stock tax withholdings	(1,330		)	(2,658		)
Excess tax benefits from stock option exercises	978			7,254
Purchases of treasury stock	—			(7,753		)
Repayments of long-term debt	(121		)	(105,686		)
Other	—			(2		)
Net cash provided by (used in) financing activities	1,688			(99,750		)
Effect of exchange rate changes on cash and cash equivalents	(515		)	1,729
Net increase (decrease) in cash and cash equivalents	99,125			(47,464		)
Cash and cash equivalents at beginning of period	217,922			245,132
Cash and cash equivalents at end of period	$	317,047		$	197,668

The accompanying notes are an integral part of these condensed consolidated financial statements .

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Veeco Instruments Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)

Note 1—Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of Veeco Instruments Inc. (together with its consolidated subsidiaries, “Veeco,” the “Company” or “we”) have been prepared in accordance with accounting principles generally accepted in the United States (“U.S.”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation (consisting of normal recurring accruals) have been included. Operating results for the three and six months ended June 30, 2012, are not necessarily indicative of the results that may be expected for the year ending December 31, 2012. For further information, refer to the consolidated financial statements and footnotes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2011.

Consistent with prior years, we report interim quarters, other than fourth quarters which always end on December 31, on a 13-week basis ending on the last Sunday of each period. The interim quarter ends are determined at the beginning of each year based on the 13-week quarters. The 2012 interim quarter ends are April 1, July 1 and September 30. The 2011 interim quarter ends were April 3, July 3 and October 2. For ease of reference, we report these interim quarter ends as March 31, June 30 and September 30 in our interim condensed consolidated financial statements.

Income Per Common Share

The following table sets forth the reconciliation of basic weighted average shares outstanding and diluted weighted average shares outstanding ( in thousands ):

	Three months ended		Six months ended
	June 30,		June 30,
	2012	2011	2012	2011
Basic weighted average shares outstanding	38,370	40,998	38,315	40,433
Dilutive effect of stock options and restricted stock	618	1,066	610	1,108
Dilutive effect of convertible notes	—	938	—	1,239
Diluted weighted average shares outstanding	38,988	43,002	38,925	42,780

Basic income per common share is computed using the weighted average number of common shares outstanding during the period. Diluted income per common share is computed using the weighted average number of common shares and common equivalent shares outstanding during the period.

During the second quarter of 2011, the entire outstanding principal balance of our convertible debt was converted, with the principal amount paid in cash and the conversion premium paid in shares. The convertible notes met the criteria for determining the effect of the assumed conversion using the treasury stock method of accounting, since we had settled the principal amount of the notes in cash. Using the treasury stock method, it was determined that the impact of the assumed conversion for the three and six months ended June 30, 2011, had a dilutive effect of 0.9 million and 1.2 million common equivalent shares, respectively.

Derivative Financial Instruments

We use derivative financial instruments to minimize the impact of foreign exchange rate changes on earnings and cash flows. In the normal course of business, our operations are exposed to fluctuations in foreign exchange rates. In order to reduce the effect of fluctuating foreign currencies on short-term foreign currency-denominated intercompany transactions and other known foreign currency exposures, we enter into monthly forward contracts. We do not use derivative financial instruments for trading or speculative purposes. Our forward contracts are not expected to subject us to material risks due to exchange rate movements because gains and losses on these contracts are intended to offset exchange gains and losses on the underlying assets and liabilities. The forward contracts are marked-to-market through earnings. We conduct our derivative transactions with highly rated financial institutions in an effort to mitigate any material credit risk.

The aggregate foreign currency exchange loss included in determining the condensed consolidated results of

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operations was approximately $0.3 million during the three and six months ended June 30, 2012 and $0.1 million and $0.4 million during the three and six months ended June 30, 2011, respectively. Included in the aggregate foreign currency exchange losses were losses (gains) related to forward contracts of $0.2 million and $0.1 million during the three and six months ended June 30, 2012, respectively and ($0.3) million and ($0.8) million during the three and six months ended June 30, 2011. These amounts were recognized and are included in Other, net in the accompanying Condensed Consolidated Statements of Income.

As of June 30, 2012 and December 31, 2011, there were no gains or losses related to forward contracts included in prepaid expenses and other current assets or accrued expenses and other current liabilities. Monthly forward contracts with a notional amount of $0.6 million, entered into in June 2012 for October 2012, will be settled in October 2012.

The weighted average notional amount of derivative contracts outstanding during the three and six months ended June 30, 2012 was approximately $1.3 million and $2.5 million, respectively.

Note 2 — Discontinued Operations

CIGS Solar Systems Business

On July 28, 2011, we announced a plan to discontinue our CIGS solar systems business. The action, which was completed on September 27, 2011, was in response to the dramatically reduced cost of mainstream solar technologies driven by significant reductions in prices, large industry investment, a lower than expected end market acceptance for CIGS technology and technical barriers in scaling CIGS. This business was previously included as part of our LED & Solar segment.

Accordingly, the results of operations for the CIGS solar systems business have been recorded as discontinued operations in the accompanying condensed consolidated statements of income for all periods presented. During the three and six months ended June 30, 2011, total discontinued operations include charges totaling $59.3 million and $66.8 million, respectively. These charges include an inventory write-off totaling $33.4 million, charges to settle contracts totaling $11.1 million and an asset impairment charge totaling $6.2 million.

Metrology

On August 15, 2010, we signed a definitive agreement to sell our Metrology business to Bruker Corporation (“Bruker”) comprising our entire Metrology reporting segment for $229.4 million. Accordingly, Metrology’s operating results were accounted for as discontinued operations and the related assets and liabilities were classified as held for sale. The sale transaction closed on October 7, 2010, except for assets located in China due to local restrictions. Total proceeds, which included a working capital adjustment of $1 million, totaled $230.4 million of which $7.2 million relates to the net assets in China. The Company recorded a liability to defer the gain of $5.4 million on disposal related to the assets in China. During the three months ended June 30, 2012, the Company recorded a $1.4 million gain on the sale of assets of this discontinued segment that were held for sale.

Summary information related to discontinued operations is as follows ( in thousands ):

	Three months ended June 30, 2012									Three months ended June 30, 2011
	Solar Systems			Metrology			Total			Solar Systems			Metrology			Total

Net sales	$	—		$	—		$	—		$	—		$	—		$	—
Cost of sales	—			—			—			35,281			—			35,281
Gross profit	—			—			—			(35,281		)	—			(35,281		)
Total operating expenses (income)	80			(1,299		)	(1,219		)	24,020			397			24,417
Operating (loss) income	$	(80	)	$	1,299		$	1,219		$	(59,301	)	$	(397	)	$	(59,698	)

Net (loss) income from discontinued operations, net of tax	$	(53	)	$	860		$	807		$	(37,106	)	$	(6	)	$	(37,112	)

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	Six months ended June 30, 2012									Six months ended June 30, 2011
	Solar Systems			Metrology			Total			Solar Systems			Metrology			Total

Net sales	$	—		$	—		$	—		$	—		$	—		$	—
Cost of sales	—			—			—			36,912			—			36,912
Gross profit	—			—			—			(36,912		)	—			(36,912		)
Total operating expenses (income)	74			(1,212		)	(1,138		)	29,928			895			30,823
Operating (loss) income	$	(74	)	$	1,212		$	1,138		$	(66,840	)	$	(895	)	$	(67,735	)

Net (loss) income from discontinued operations, net of tax	$	(49	)	$	806		$	757		$	(42,002	)	$	(447	)	$	(42,449	)

Liabilities of discontinued segment held for sale, totaling $5.4 million, as of June 30, 2012 and December 31, 2011, consist of the deferred gain related to the net assets of the former Metrology business in China.

Note 3— Equity

Equity-based Compensation

Equity-based compensation cost is measured at the grant date, based on the fair value of the award, and is recognized as expense over each employee’s requisite service period . The following compensation expense was included in the Condensed Consolidated Statements of Income for the three and six months ended June 30, 2012 and 2011 ( in thousands ):

	Three months ended				Six months ended
	June 30,				June 30,
	2012		2011		2012		2011
Equity-based compensation expense	$	4,014	$	3,717	$	7,144	$	6,517

As a result of the discontinuance of our CIGS solar systems business, equity-based compensation expense related to the business totaling $0.3 million and $0.6 million has been classified as discontinued operations in determining the Condensed Consolidated Statements of Income for the three and six months ended June 30, 2011, respectively.

As of June 30, 2012, the total unrecognized compensation costs related to nonvested stock and stock option awards was $21.8 million and $18.5 million, respectively. The related weighted average period over which we expect that such unrecognized compensation costs will be recognized is approximately 3.1 years for nonvested stock awards and 2.3 years for option awards.

Stock Option and Restricted Stock Activity

A summary of our restricted stock awards including restricted stock units for the six months ended June 30, 2012, is presented below:

	Shares (000’s)		Weighted- Average Grant-Date Fair Value
Nonvested as of December 31, 2011	618		$	33.61
Granted	307		32.64
Vested	(133	)	19.42
Forfeited (including cancelled awards)	(31	)	32.79
Nonvested as of June 30, 2012	761		$	35.73

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A summary of our stock option awards for the six months ended June 30, 2012, is presented below:

	Shares (000s)		Weighted- Average Exercise Price		Aggregate Intrinsic Value (000s)		Weighted- Average Remaining Contractual Life (in years)
Outstanding as of December 31, 2011	2,106		$	25.58
Granted	687		32.56
Exercised	(143	)	15.05
Forfeited (including cancelled options)	(52	)	31.06
Outstanding as of June 30, 2012	2,598		$	27.90	$	22,593	6.7
Options exercisable as of June 30, 2012	1,414		$	20.89	$	20,823	4.8

Treasury Stock

On August 24, 2010, our Board of Directors authorized the repurchase of up to $200 million of our common stock. During the three months ended June 30, 2011, we purchased 165,288 shares for $7.8 million (including transaction costs) under the program at an average cost of $46.91 per share. This stock repurchase is included as a reduction to Equity in the Condensed Consolidated Balance Sheet. All funds for this repurchase program were exhausted as of August 19, 2011. Repurchases were made from time to time on the open market in accordance with applicable federal securities laws. During the three months ended June 30, 2012, we cancelled and retired the 5,278,828 shares of treasury stock we purchased under the repurchase program. As a result of this transaction, we recorded a reduction in treasury stock of $200.2 million and a corresponding reduction of $200.1 million and $0.1 million in retained earnings and common stock, respectively.

Note 4—Balance Sheet Information

Short-term Investments

Available-for-sale securities consist of the following ( in thousands ):

	June 30, 2012
	Amortized Cost		Gains in Accumulated Other Comprehensive Income		Losses in Accumulated Other Comprehensive Income			Estimated Fair Value
Government Agency Securities	$	43,742	$	23	$	—		$	43,765

FDIC insured corporate bonds	60,958		4		—			60,962

Treasury bills	117,106		—		(1		)	117,105

Total available-for-sale securities	$	221,806	$	27	$	(1	)	$	221,832

	December 31, 2011
	Amortized Cost		Gains in Accumulated Other Comprehensive Income		Losses in Accumulated Other Comprehensive Income		Estimated Fair Value
Government Agency Securities	$	88,585	$	119	$	—	$	88,704

FDIC insured corporate bonds	114,640		56		—		114,696

Treasury bills	70,147		44		—		70,191

Total available-for-sale securities	$	273,372	$	219	$	—	$	273,591

During the three and six months ended June 30, 2012, available-for-sale securities were sold for total proceeds of $55.9 million and $99.5 million, respectively. The gross realized gains and losses on these sales were minimal for the three and six months ended June 30, 2012. For purpose of determining gross realized gains and losses, the cost of securities sold is based on specific identification. Net unrealized holding losses on available-for-

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sale securities of $0.1 million and $0.2 million for the three and six months ended June 30, 2012, respectively, have been included in accumulated other comprehensive income. During the three and six months ended June 30, 2011, available-for-sale securities were sold for total proceeds of $252.0 million and $374.2 million, respectively. The gross realized gains on these sales were $0.2 million for the three and six months ended June 30, 2011. Net unrealized holding gains on available-for-sale securities amounting to $0.2 million for the three and six months ended June 30, 2011, have been included in accumulated other comprehensive income.

Contractual maturities of available-for-sale debt securities at June 30, 2012, are as follows ( in thousands ):

	Estimated Fair Value
Due in one year or less	$	30,751

Due in 1—2 years	191,081

Total investments in debt securities	$	221,832

Actual maturities may differ from contractual maturities because some borrowers have the right to call or prepay obligations with or without call or prepayment penalties.

Restricted Cash

As of June 30, 2012 and December 31, 2011, restricted cash consisted of $0.9 million and $0.6 million, respectively, which serves as collateral for bank guarantees that provide financial assurance that the Company will fulfill certain customer obligations. This cash is held in custody by the issuing bank, and is restricted as to withdrawal or use while the related bank guarantees are outstanding.

Accounts Receivable, net

Accounts receivable are shown net of the allowance for doubtful accounts of $0.5 million as of June 30, 2012 and December 31, 2011.

Inventories

Inventories are stated at the lower of cost (principally first-in, first-out) or market. Inventories consist of ( in thousands ):

	June 30,		December 31,
	2012		2011
Raw materials	$	54,992	$	57,169
Work in process	22,049		20,118
Finished goods	13,688		36,147
	$	90,729	$	113,434

Accrued Warranty

We estimate the costs that may be incurred under the warranty we provide and record a liability in the amount of such costs at the time the related revenue is recognized. Factors that affect our warranty liability include product failure rates, material usage and labor costs incurred in correcting product failures during the warranty period. We periodically assess the adequacy of our recognized warranty liability and adjust the amount as necessary. Changes in our warranty liability during the period are as follows ( in thousands ):

	June 30,
	2012			2011
Balance as of the beginning of period	$	9,778		$	9,238
Warranties issued during the period	1,502			5,843
Settlements made during the period	(3,821		)	(4,489		)
Balance as of the end of period	$	7,459		$	10,592

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Note 5—Segment Information

We manage the business, review operating results and assess performance, as well as allocate resources, based upon two separate reporting segments that reflect the market focus of each business. The Light Emitting Diode (“LED”) & Solar segment consists of metal organic chemical vapor deposition (“MOCVD”) systems, molecular beam epitaxy (“MBE”) systems and thermal deposition sources. These systems are primarily sold to customers in the high-brightness LED (“HB LED”), wireless devices and solar industries, as well as to scientific research customers. This segment has manufacturing, product development and marketing sites in Somerset, New Jersey, Poughkeepsie, New York and St. Paul, Minnesota. The Data Storage segment consists of the ion beam etch, ion beam deposition, diamond-like carbon, physical vapor deposition and dicing and slicing products sold primarily to customers in the data storage industry. This segment has manufacturing, product development and marketing sites in Plainview, New York, Camarillo, California and Ft. Collins, Colorado.

We evaluate the performance of our reportable segments based on income (loss) from continuing operations before interest, income taxes, amortization and certain items (“Segment profit (loss)”), which is the primary indicator used to plan and forecast future periods. The presentation of this financial measure facilitates meaningful comparison with prior periods, as management believes Segment profit (loss) reports baseline performance and thus provides useful information. Certain items include restructuring charges, equity-based compensation expense and loss on extinguishment of debt. The accounting policies of the reportable segments are the same as those described in the summary of critical accounting policies.

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The following tables present certain data pertaining to our reportable product segments and a reconciliation of segment profit (loss) to income (loss) from continuing operations before income taxes for the three and six months ended June 30, 2012 and 2011, respectively, and goodwill and total assets as of June 30, 2012 and December 31, 2011 ( in thousands ):

	LED & Solar		Data Storage		Unallocated Corporate Amount			Total
Three months ended June 30, 2012
Net sales	$	86,778	$	49,769	$	—		$	136,547
Segment profit (loss)	$	9,587	$	12,136	$	(1,404	)	$	20,319
Interest, net	—		—		(329		)	(329		)
Amortization	861		324		—			1,185
Equity-based compensation	1,096		440		2,478			4,014
Income (loss) from continuing operations before income taxes	$	7,630	$	11,372	$	(3,553	)	$	15,449
Three months ended June 30, 2011
Net sales	$	219,135	$	45,680	$	—		$	264,815
Segment profit (loss)	$	79,052	$	13,050	$	(4,081	)	$	88,021
Interest, net	—		—		86			86
Amortization	953		356		25			1,334
Equity-based compensation	892		352		2,473			3,717
Loss on extinguishment of debt	—		—		3,045			3,045
Income (loss) from continuing operations before income taxes	$	77,207	$	12,342	$	(9,710	)	$	79,839

Six months ended June 30, 2012
Net sales	$	182,352	$	94,104	$	—		$	276,456
Segment profit (loss)	$	27,073	$	21,089	$	(2,489	)	$	45,673
Interest, net	—		—		(532		)	(532		)
Amortization	1,724		676		—			2,400
Equity-based compensation	2,102		851		4,191			7,144
Restructuring	58		5		—			63
Income (loss) from continuing operations before income taxes	$	23,189	$	19,557	$	(6,148	)	$	36,598
Six months ended June 30, 2011
Net sales	$	433,833	$	85,658	$	—		$	519,491
Segment profit (loss)	$	160,029	$	25,281	$	(6,373	)	$	178,937
Interest, net	—		—		1,385			1,385
Amortization	1,440		719		83			2,242
Equity-based compensation	1,571		660		4,286			6,517
Loss on extinguishment of debt	—		—		3,349			3,349
Income (loss) from continuing operations before income taxes	$	157,018	$	23,902	$	(15,476	)	$	165,444

	LED & Solar		Data Storage		Unallocated Corporate Amount		Total
As of June 30, 2012
Goodwill	$	55,828	$	—	$	—	$	55,828
Total assets	$	285,219	$	68,660	$	596,096	$	949,975

As of December 31, 2011
Goodwill	$	55,828	$	—	$	—	$	55,828
Total assets	$	319,457	$	57,203	$	559,403	$	936,063

As of June 30, 2012 and December 31, 2011 corporate total assets were comprised principally of cash and cash equivalents and short-term investments.

Note 6—Debt

Mortgage Payable

We have a mortgage payable, with approximately $2.5 million outstanding as of June 30, 2012. The mortgage accrues interest at an annual rate of 7.91%, and the final payment is due on January 1, 2020. The fair value of the mortgage as of June 30, 2012 was approximately $2.7 million.

Convertible Notes

During the first quarter of 2011, at the option of the holders, $7.5 million of our convertible notes were tendered for conversion at a price of $45.95 per share in a net share settlement. We paid the principal amount of $7.5

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million in cash and issued 111,318 shares of our common stock. We recorded a loss on extinguishment totaling $0.3 million related to these transactions.

During the second quarter of 2011, we issued a notice of redemption on the remaining outstanding principal balance of notes outstanding. As a result, at the option of the holders, the notes were tendered for conversion at a price of $50.59 per share, calculated as defined in the indenture relating to the notes, in a net share settlement. As a result, we paid the principal amount of $98.1 million in cash and issued 1,660,095 shares of our common stock. We recorded a loss on extinguishment totaling $3.0 million related to these transactions.

Note 7— Fair Value Measurements

We have categorized our assets and liabilities recorded at fair value based upon the fair value hierarchy. The levels of fair value hierarchy are as follows:

· Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that we have the ability to access.

· Level 2 inputs utilize other-than-quoted prices that are observable, either directly or indirectly. Level 2 inputs include quoted prices for similar assets and liabilities in active markets, and inputs such as interest rates and yield curves that are observable at commonly quoted intervals.

· Level 3 inputs are unobservable and are typically based on our own assumptions, including situations where there is little, if any, market activity.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, we categorize such assets or liabilities based on the lowest level input that is significant to the fair value measurement in its entirety. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset.

Both observable and unobservable inputs may be used to determine the fair value of positions that are classified within the Level 3 category. As a result, the unrealized gains and losses for assets within the Level 3 category presented below may include changes in fair value that were attributable to both observable (e.g., changes in market interest rates) and unobservable (e.g., changes in historical company data) inputs.

The major categories of assets and liabilities measured on a recurring basis, at fair value, as of June 30, 2012 and December 31, 2011, are as follows ( in millions ):

	June 30, 2012
	Level 1		Level 2		Level 3		Total
Treasury bills	$	117.1	$	83.8	$	—	$	200.9
FDIC insured corporate bonds	61.0		—		—		61.0
Government Agency Securities	43.7		106.3		—		150.0
Total	$	221.8	$	190.1	$	—	$	411.9

	December 31, 2011
	Level 1		Level 2		Level 3		Total
Treasury bills	$	70.2	$	20.0	$	—	$	90.2
FDIC insured corporate bonds	114.8		—		—		114.8
Government Agency Securities	88.6		81.2		—		169.8
Money market instruments	—		0.2		—		0.2
Total	$	273.6	$	101.4	$	—	$	375.0

Government agency securities and treasury bills that are classified as cash equivalents are carried at cost, which approximates market value. Accordingly, no gains or losses (realized/unrealized) have been incurred for cash equivalents. All investments classified as available-for-sale contain quoted prices in active markets.

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The major categories of assets and liabilities measured on a nonrecurring basis, at fair value, as of June 30, 2012 and December 31, 2011, are as follows ( in millions ):

	June 30, 2012
	Level 1		Level 2		Level 3		Total
Property,plant and equipment, net	$	—	$	—	$	97.1	$	97.1
Goodwill	—		—		55.8		55.8
Intangible assets, net	—		—		23.5		23.5
Total	$	—	$	—	$	176.4	$	176.4

	December 31, 2011
	Level 1		Level 2		Level 3		Total
Property,plant and equipment, net	$	—	$	—	$	86.1	$	86.1
Goodwill	—		—		55.8		55.8
Intangible assets, net	—		—		25.9		25.9
Total	$	—	$	—	$	167.8	$	167.8

Note 8 — Business Combination

On April 4, 2011, we purchased a privately-held company which supplies certain components to our business for $28.3 million in cash. As a result of this purchase, we acquired $16.4 million of definite-lived intangibles, of which $13.6 million related to core technology, and $15.1 million of goodwill. The financial results of this acquisition are included in our LED & Solar segment as of the acquisition date.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Executive Summary

Veeco Instruments Inc. (together with its consolidated subsidiaries, “Veeco,” the “Company” or “we”) creates Process Equipment solutions that enable technologies for a cleaner and more productive world. We design, manufacture and market equipment primarily sold to make light emitting diodes (“LEDs”) and hard-disk drives, as well as for emerging applications such as concentrator photovoltaics, power semiconductors, wireless components, microelectromechanical systems (MEMS), and other next-generation devices.

Veeco focuses on developing highly differentiated, “best-in-class” Process Equipment products for critical performance steps. Our products feature leading technology, low cost-of-ownership and high throughput, offering a time-to-market advantage for our customers around the globe. Core competencies in advanced thin film technologies, over 200 patents and decades of specialized process know-how helps us to stay at the forefront of these demanding industries.

Veeco’s LED & Solar segment designs and manufactures metal organic chemical vapor deposition (“MOCVD”) and molecular beam epitaxy (“MBE”) systems and components sold to manufacturers of LEDs, wireless devices, power semiconductors, and concentrator photovoltaics, as well as for R&D applications. In 2011, we discontinued the sale of our products related to Copper, Indium, Gallium, Selenide (“CIGS”) solar systems technology.

Veeco’s Data Storage segment designs and manufactures the critical technologies used to create thin film magnetic heads (“TFMHs”) that read and write data on hard disk drives. These technologies include ion beam etch (IBE), ion beam deposition (IBD), diamond-like carbon (DLC), physical vapor deposition (PVD), chemical vapor deposition (CVD), and slicing, dicing and lapping systems. These technologies are sold to customers in hard drive, MEMS, optical coatings and other markets.

Veeco’s approximately 900 employees support our customers through product and process development, training, manufacturing, and sales and service sites in the U.S., Korea, Taiwan, China, Singapore, Japan, Europe and other locations.

Highlights of the Second Quarter of 2012

· Revenue was $136.5 million, a 48% decrease from the second quarter of 2011.

· Bookings were $102.5 million, a 67% decrease from the second quarter of 2011.

· Net income from continuing operations was $11.0 million, or $0.28 per share, compared to $56.3 million, or $1.31 per share, in the second quarter of 2011.

· Gross margins were 44.9%, compared to 51.1% in the second quarter of 2011.

Third Quarter and Second Half 2012 Outlook

Veeco’s third quarter 2012 revenue is currently forecasted to be between $120 million and $140 million. Earnings per share are currently forecasted to be between $0.12 to $0.29 on a GAAP basis. At the midpoint of the year, we are tightening our 2012 revenue guidance to between $520 and $560 million.

While MOCVD bookings have stabilized, we have not yet seen a clear inflection in customer buying patterns. LED customers remain cautious about capacity investment plans and it remains unclear when the MOCVD market will recover. Some positive signs are emerging, including increasing tool utilization rates in Korea, Taiwan and China, and continuing customer quoting activity. Veeco’s Data Storage and MBE businesses also do not appear to be immune to the macro-economic sluggishness, with orders falling sequentially from the first quarter of 2012 to the second quarter.

Assuming macro-economic conditions do not worsen, we currently anticipate a gradual order recovery in the second half of 2012. Veeco is focused on keeping our infrastructure lean and discretionary costs low, while at the same time developing next-generation technology solutions to drive future growth.

Overall, we are seeing positive trends in LED lighting — lower prices, more LED lamp products, and heightened consumer awareness. LED manufacturers are focused on how to position their businesses for growth as

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LEDs become the dominant lighting technology.

Our outlook discussion above constitutes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Our expectations regarding future results are subject to risks and uncertainties. Our actual results may differ materially from those anticipated. Risks associated with our ability to achieve these results are set forth in Items 1, 1A, 3, 7 and 7A in our annual report on Form 10-K for the year ended December 31, 2011, as well as any modifications or revisions to risk factors contained in our subsequent filings with the SEC.

You should not place undue reliance on any forward-looking statements, which speak only as of the dates they are made.

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Results of Operations:

Three Months Ended June 30, 2012 and 2011

Consistent with prior years, we report interim quarters, other than fourth quarters which always end on December 31, on a 13-week basis ending on the last Sunday within such period. The interim quarter ends are determined at the beginning of each year based on the 13-week quarters. The 2012 interim quarter ends are April 1, July 1 and September 30. The 2011 interim quarter ends were April 3, July 3 and October 2. For ease of reference, we report these interim quarter ends as March 31, June 30 and September 30 in our interim condensed consolidated financial statements.

The following table shows our Condensed Consolidated Statements of Income, percentages of sales, and comparisons between the three months ended June 30, 2012 and 2011 ( dollars in thousands ):

											Dollar and
	Three months ended										Percentage
	June 30,										Change
	2012					2011					Period to Period
Net sales	$	136,547		100.0	%	$	264,815		100.0	%	$	(128,268	)	(48.4	)%
Cost of sales	75,293			55.1		129,466			48.9		(54,173		)	(41.8	)
Gross profit	61,254			44.9		135,349			51.1		(74,095		)	(54.7	)
Operating expenses (income):
Selling, general and administrative	20,893			15.3		27,461			10.4		(6,568		)	(23.9	)
Research and development	23,910			17.5		23,652			8.9		258			1.1
Amortization	1,185			0.9		1,334			0.5		(149		)	(11.2	)
Other, net	146			0.1		(68		)	(0.0	)	214			*
Total operating expenses	46,134			33.8		52,379			19.8		(6,245		)	(11.9	)
Operating income	15,120			11.1		82,970			31.3		(67,850		)	(81.8	)
Interest (income) expense, net	(329		)	(0.2	)	86			0.0		(415		)	*
Loss on extinguishment of debt	—			—		3,045			1.1		(3,045		)	(100.0	)
Income from continuing operations before income taxes	15,449			11.3		79,839			30.1		(64,390		)	(80.6	)
Income tax provision	4,438			3.3		23,521			8.9		(19,083		)	(81.1	)
Income from continuing operations	11,011			8.1		56,318			21.3		(45,307		)	(80.4	)

Discontinued operations:
Income (loss) from discontinued operations before income taxes	1,219			0.9		(59,698		)	(22.5	)	60,917			*
Income tax provision (benefit)	412			0.3		(22,586		)	(8.5	)	22,998			*
Income (loss) from discontinued operations	807			0.6		(37,112		)	(14.0	)	37,919			*

Net income	$	11,818		8.7	%	$	19,206		7.3	%	$	(7,388	)	(38.5	)%

* Not Meaningful

Net Sales and Bookings

Net sales of $136.5 million for the three months ended June 30, 2012 were down 48.4% compared to the prior year period. The following is an analysis of net sales by segment and by region ( dollars in thousands ):

	Net Sales
	Three months ended				Dollar and
	June 30,				Percentage Change
	2012		2011		Period to Period
Segment Analysis
LED & Solar	$	86,778	$	219,135	$	(132,357	)	(60.4	)%
Data Storage	49,769		45,680		4,089			9.0
Total	$	136,547	$	264,815	$	(128,268	)	(48.4	)%
Regional Analysis
Americas	$	23,815	$	32,391	$	(8,576	)	(26.5	)%
Europe, Middle East and Africa (“EMEA”)	12,573		20,955		(8,382		)	(40.0	)
Asia Pacific (“APAC”)	100,159		211,469		(111,310		)	(52.6	)
Total	$	136,547	$	264,815	$	(128,268	)	(48.4	)%

By segment, LED & Solar sales decreased 60.4% in 2012 primarily due to a 64.3% decrease in MOCVD reactor shipments from the prior year period as a result of industry overcapacity following over two years of strong customer investments. Data Storage sales increased 9.0%, primarily as a result of an increase in shipments to data

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storage customers to replace equipment destroyed by flooding in customer facilities in Thailand. LED & Solar sales represented 63.6% of total sales for the three months ended June 30, 2012, down from 82.8% in the prior year. Data Storage sales accounted for 36.4% of net sales, up from 17.2% in the prior year period. By region, net sales decreased by 52.6% in Asia Pacific, primarily due to a significant decrease in MOCVD sales in China. Net sales in the Americas and EMEA also decreased 26.5% and 40.0%, respectively. We believe that there will continue to be period-to-period variations in the geographic distribution of sales.

Bookings decreased 67.0% compared to the prior year period, primarily attributable to a 71.7% decrease in LED & Solar bookings that was principally driven by a decline in MOCVD bookings from the prior year period due to industry overcapacity. After hitting a peak in second quarter of 2011, Veeco’s bookings slowed dramatically in the second half of 2011 which continued throughout the first half of 2012. Data Storage bookings decreased 32.8% as customer consolidation activity continued to temporarily stall capacity investments.

Our book-to-bill ratio for the three months ended June 30, 2012, which is calculated by dividing bookings recorded in a given time period by revenue recognized in the same time period, was 0.75 to 1. Our backlog as of June 30, 2012 was $240.8 million, compared to $332.9 million as of December 31, 2011. During the three months ended June 30, 2012, we recorded backlog adjustments of approximately $30.4 million related to orders that no longer met our booking criteria. Our backlog consists of orders for which we received a firm purchase order, a customer-confirmed shipment date within twelve months and a deposit, where required. As of June 30, 2012, we had customer deposits and advanced billings of $52.0 million.

Gross Profit

Gross profit, as a percentage of net sales, for the three months ended June 30, 2012, was 44.9%, compared to 51.1% in the prior year period. LED & Solar gross margins decreased to 42.7% from 51.2% primarily resulting from decreased sales volume, lower average selling price and unfavorable product mix, partially offset by product cost reductions. In this weak business environment, we anticipate continued average selling price pressure in our MOCVD business. Data Storage gross margins decreased to 48.6% from 50.5%, driven primarily by an unfavorable product mix.

Operating Expenses

Selling, general and administrative expenses decreased by $6.6 million or 23.9%, from the prior year period primarily as a result of cost controls put in place in response to declining sales. Selling, general and administrative expenses were 15.3% of net sales, compared with 10.4% of net sales in the prior year period.

Research and development expense increased $0.3 million or 1.1% from the prior year period, as the company continues its focus on product development in areas of high-growth for future end market opportunities in our LED & Solar segment. As a percentage of net sales, research and development expense increased to 17.5% from 8.9% in the prior year period.

Income Taxes

Our provision for income taxes consists of U.S. federal, state and local and foreign taxes in amounts necessary to align our quarter-to-date tax provision with the effective tax rate we expect to achieve for the full year.

For the three months ended June 30, 2012, the Company had an effective tax rate of 28.7% and recorded a provision for income taxes of $4.4 million from continuing operations. The effective tax rate was lower than the statutory tax rate primarily due to tax rate differences in the foreign jurisdictions in which the Company operates and an income tax benefit related to the manufacturer’s deduction under IRC Section 199. The reduction in the effective tax rate in 2012 compared to 2011 was due to a higher portion of earnings being generated in foreign jurisdictions. A further reduction in the effective tax rate in 2012 compared to 2011 may result from the potential extension of the federal research and development tax credit which expired December 31, 2011.

For the three months ended June 30, 2011, the Company had an effective tax rate of 29.5% and recorded a provision for income taxes of $23.5 million from continuing operations. The effective tax rate was lower than the statutory tax rate primarily due to tax rate differences in the foreign jurisdictions in which the Company operates, the generation of research and development tax credits and an income tax benefit related to the manufacturer’s deduction under IRC Section 199.

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Discontinued Operations

Discontinued operations represent the results of the operations of our disposed CIGS solar systems business which was discontinued on September 27, 2011 as well as our Metrology business, which was disposed of in 2010. The three months ended June 30, 2012, included a $1.4 million gain on the sale of the assets of discontinued segment held for sale. The three months ended June 30, 2011, included the results of operations of our discontinued CIGS solar systems business.

Six Months Ended June 30, 2012 and 2011

The following table shows our Condensed Consolidated Statements of Income, percentages of sales, and comparisons between the six months ended June 30, 2012 and 2011 ( dollars in thousands ):

											Dollar and
	Six months ended										Percentage
	June 30,										Change
	2012					2011					Period to Period
Net sales	$	276,456		100.0	%	$	519,491		100.0	%	$	(243,035	)	(46.8	)%
Cost of sales	149,934			54.2		253,179			48.7		(103,245		)	(40.8	)
Gross profit	126,522			45.8		266,312			51.3		(139,790		)	(52.5	)
Operating expenses (income):
Selling, general and administrative	40,666			14.7		50,397			9.7		(9,731		)	(19.3	)
Research and development	47,216			17.1		43,523			8.4		3,693			8.5
Amortization	2,400			0.9		2,242			0.4		158			7.0
Restructuring	63			0.0		—			—		63			*
Other, net	111			0.0		(28		)	(0.0	)	139			*
Total operating expenses	90,456			32.7		96,134			18.5		(5,678		)	(5.9	)
Operating income	36,066			13.0		170,178			32.8		(134,112		)	(78.8	)
Interest expense, net	(532		)	(0.2	)	1,385			0.3		(1,917		)	*
Loss on extinguishment of debt	—			—		3,349			0.6		(3,349		)	(100.0	)
Income from continuing operations before income taxes	36,598			13.2		165,444			31.8		(128,846		)	(77.9	)
Income tax provision	9,125			3.3		51,147			9.8		(42,022		)	(82.2	)
Income from continuing operations	27,473			9.9		114,297			22.0		(86,824		)	(76.0	)

Discontinued operations:
Income (loss) from discontinued operations before income taxes	1,138			0.4		(67,735		)	(13.0	)	68,873			*
Income tax provision (benefit)	381			0.1		(25,286		)	(4.9	)	25,667			*
Income (loss) from discontinued operations	757			0.3		(42,449		)	(8.2	)	43,206			*

Net income	$	28,230		10.2	%	$	71,848		13.8	%	$	(43,618	)	(60.7	)%

* Not Meaningful

Net Sales and Bookings

Net sales of $276.5 million for the six months ended June 30, 2012 were down 46.8% compared to the prior year period. The following is an analysis of net sales by segment and by region ( dollars in thousands ):

	Net Sales
	Six months ended				Dollar and
	June 30,				Percentage Change
	2012		2011		Period to Period
Segment Analysis
LED & Solar	$	182,352	$	433,833	$	(251,481	)	(58.0	)%
Data Storage	94,104		85,658		8,446			9.9

Total	$	276,456	$	519,491	$	(243,035	)	(46.8	)%
Regional Analysis

Americas	$	44,031	$	61,645	$	(17,614	)	(28.6	)%
EMEA	17,804		36,404		(18,600		)	(51.1	)
APAC	214,621		421,442		(206,821		)	(49.1	)
Total	$	276,456	$	519,491	$	(243,035	)	(46.8	)%

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By segment, LED & Solar sales decreased 58.0% in 2012 primarily due to a 64.7% decrease in MOCVD reactor shipments from the prior year period as a result of industry overcapacity following over two years of strong customer investments. Data Storage sales increased 9.9%, primarily as a result of an increase in shipments to data storage customers to replace equipment destroyed by flooding in customer facilities in Thailand. LED & Solar sales represented 66.0% of total sales for the six months ended June 30, 2012, down from 83.5% in the prior year. Data Storage sales accounted for 34.0% of net sales, up from 16.5% in the prior year period. By region, net sales decreased by 49.1% in Asia Pacific, primarily due to the decrease in MOCVD sales in China. Net sales in the Americas and EMEA also decreased 28.6% and 51.1%, respectively. We believe that there will continue to be period-to-period variations in the geographic distribution of sales.

Bookings decreased 60.1% compared to the prior year period, primarily attributable to a 65.7% decrease in LED & Solar bookings that was principally driven by a decline in MOCVD bookings from the prior year period due to industry overcapacity. After hitting a peak in second quarter of 2011, Veeco’s bookings slowed dramatically in the second half of 2011 which continued throughout the first half of 2012. Data Storage bookings decreased 23.0% as customer consolidation activity continued to temporarily stall capacity investments.

Our book-to-bill ratio for the six months ended June 30, 2012, which is calculated by dividing bookings recorded in a given time period by revenue recognized in the same time period, was 0.78 to 1. Our backlog as of June 30, 2012 was $240.8 million, compared to $332.9 million as of December 31, 2011. During the six months ended June 30, 2012, we recorded backlog adjustments of approximately $31.5 million, related to orders that no longer met our booking criteria. Our backlog consists of orders for which we received a firm purchase order, a customer-confirmed shipment date within twelve months and a deposit, where required. As of June 30, 2012, we had customer deposits and advanced billings of $52.0 million.

Gross Profit

Gross profit, as a percentage of net sales, for the six months ended June 30, 2012, was 45.8%, compared to 51.3% in the prior year period. LED & Solar gross margins decreased to 45.1% from 51.1% primarily resulting from a significant decrease in sales volume, lower average selling price and unfavorable product mix, partially offset by product cost reductions. In this weak business environment, we anticipate continued average selling price pressure in our MOCVD business. Data Storage gross margins decreased to 47.0% from 52.0%, driven primarily by an unfavorable product mix.

Operating Expenses

Selling, general and administrative expenses decreased by $9.7 million or 19.3%, from the prior year period primarily as a result of cost controls put in place in response to declining sales. Selling, general and administrative expenses were 14.7% of net sales, compared with 9.7% of net sales in the prior year period.

Research and development expense increased $3.7 million or 8.5% from the prior year period, as the company continues its focus on product development in areas of high-growth for future end market opportunities in our LED & Solar segment. As a percentage of net sales, research and development expense increased to 17.1% from 8.4% in the prior year period.

Income Taxes

For the six months ended June 30, 2012, the Company had an effective tax rate of 24.9% and recorded a provision for income taxes of $9.1 million from continuing operations. The effective tax rate was lower than the statutory tax rate primarily due to tax rate differences in the foreign jurisdictions in which the Company operates and an income tax benefit related to the manufacturer’s deduction under IRC Section 199. The reduction in the effective tax rate in 2012 compared to 2011 was due to a higher portion of earnings being generated in foreign jurisdictions.

For the six months ended June 30, 2011, the Company had an effective tax rate of 30.9% and recorded a provision for income taxes of $51.1 million from continuing operations. The effective tax rate was lower than the statutory tax rate primarily due to tax rate differences in the foreign jurisdictions in which the Company operates, the generation of research and development tax credits and an income tax benefit related to the manufacturer’s deduction

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under IRC Section 199.

Discontinued Operations

Discontinued operations represent the results of the operations of our disposed CIGS solar systems business which was discontinued on September 27, 2011 as well as our Metrology business, which was disposed of in 2010. The six months ended June 30, 2012, included a $1.4 million gain on the sale of the assets of discontinued segment held for sale. The six months ended June 30, 2011, included the results of operations of our discontinued CIGS solar systems business.

Liquidity and Capital Resources

Historically, our principal capital requirements have included the funding of acquisitions, capital expenditures and repayment of debt. We traditionally have generated cash from operations and stock issuances. Our ability to generate sufficient cash flows from operations is dependent on the continued demand for our products and services. A summary of the cash flow activity for the six months ended June 30, 2012 and 2011, respectively, is as follows ( in thousands ):

	Six months ended June 30,
	2012			2011
Net income	$	28,230		$	71,848
Net cash provided by operating activities	$	60,551		$	75,312
Net cash provided by (used in) investing activities	37,401			(24,755		)
Net cash provided by (used in) financing activities	1,688			(99,750		)
Effect of exchange rate changes on cash and cash equivalents	(515		)	1,729
Net increase (decrease) in cash and cash equivalents	99,125			(47,464		)
Cash and cash equivalents at beginning of period	217,922			245,132
Cash and cash equivalents at end of period	$	317,047		$	197,668

Cash provided by operations for the six months ended June 30, 2012 was $60.6 million compared to $75.3 million during the six months ended June 30, 2011. The $60.6 million cash provided by operations in the current quarter included $13.3 million in adjustments to the $28.2 million of net income for non-cash items. Net cash provided by operations was favorably impacted by a net $19.0 million of changes in operating assets and liabilities, which included a $22.9 million decrease in inventory, an $8.9 million decrease in prepaid expenses and other current assets, a $5.4 million decrease in other assets and a $3.3 million decrease in supplier deposits, partially offset by a $12.5 million decrease in accrued expenses, a $7.8 million decrease in accounts payable and a $1.2 million decrease in income taxes payable. The $75.3 million cash provided by operations in 2011 included $69.3 million in adjustments to the $71.8 million of net income for non-cash items. Net cash provided by operations was unfavorably impacted by a net $65.8 million change in operating assets and liabilities.

Cash provided by investing activities of $37.4 million during the six months ended June 30, 2012, consisted primarily of $99.5 million in proceeds from sales of short-term investments and $3.8 million of proceeds from sale of assets from discontinued segment, partially offset by $49.0 million of purchases of short-term investments, $16.6 million of capital expenditures and $0.3 million in transfers to restricted cash. Cash used in investing activities of $24.8 million for the six months ended June 30, 2011, consisted primarily of $361.1 million of purchases of short-term investments, $31.3 million of capital expenditures and $28.3 million of payments for net assets of businesses acquired, partially offset by proceeds of $374.2 million from the sale of short-term investments and $21.7 million of transfers from restricted cash.

Cash provided by financing activities of $1.7 million during the six months ended June 30, 2012, consisted primarily of $2.1 million of proceeds from stock option exercises and $1.0 million excess tax benefits from stock option exercises, partially offset by $1.3 million of restricted stock tax withholdings and $0.1 million of repayment of long-term debt. Cash used in financing activities of $99.8 million for the six months ended June 30, 2011, consisted of $105.7 million of repayments of long-term debt, $7.8 million of purchases of treasury stock and $2.7 million of restricted stock tax withholdings, partially offset by $9.1 million of cash proceeds from stock option exercises and $7.3 million excess tax benefits from stock options exercises.

As of June 30, 2012, restricted cash consists of $0.9 million which serves as collateral for bank guarantees that provide financial assurance that the Company will fulfill certain customer obligations. This cash is held in custody by the issuing bank, and is restricted as to withdrawal or use while the related bank guarantees are outstanding.

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On July 2, 2012, we made an additional $10.3 million investment in a rapidly developing organic light emitting diode (OLED) equipment company, which resulted in a 12.0% ownership of the company.

We believe that existing cash balances together with cash generated from operations will be sufficient to meet our projected working capital and other cash flow requirements for the next twelve months, as well as our contractual obligations.

Contractual Obligations

There have been no significant changes to our “Contractual Obligations” table, except for purchase commitments, in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our 2011 Annual Report on Form 10-K. The purchase commitments outstanding at June 30, 2012 were $87.3 million.

Application of Critical Accounting Policies

General: Our discussion and analysis of our financial condition and results of operations are based upon our Condensed Consolidated Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. Management continually monitors and evaluates its estimates and judgments, including those related to bad debts, inventories, intangible and other long-lived assets, income taxes, warranty obligations, restructuring costs, and contingent liabilities, including potential litigation. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We consider certain accounting policies related to revenue recognition, short-term investments, the valuation of inventories, the impairment of goodwill and indefinite-lived intangible assets, the impairment of long-lived assets, fair value measurements, warranty costs, income taxes and equity-based compensation to be critical policies due to the estimation processes involved in each.

Revenue Recognition: We recognize revenue based on current accounting guidance provided by the Securities and Exchange Commission (“SEC”) and the Financial Accounting Standards Board (“FASB”). Our revenue transactions include sales of products under multiple-element arrangements. Revenue under these arrangements is allocated to each element based upon its estimated selling price .

We consider a broad array of facts and circumstances when evaluating each of our sales arrangements in determining when to recognize revenue, including specific terms of the purchase order, contractual obligations to the customer, the complexity of the customer’s post-delivery acceptance provisions, customer creditworthiness and the installation process. Management also considers the party responsible for installation, whether there are process specification requirements which need to be demonstrated before final sign off and payment, whether Veeco can replicate the field testing conditions and procedures in our factory and our past experience with demonstrating and installing a particular system. Sales arrangements are reviewed on a case-by-case basis; however, the Company’s revenue recognition protocol for established systems is as described below.

System revenue is generally recognized upon shipment or delivery provided title and risk of loss has passed to the customer, evidence of an arrangement exists, prices are contractually fixed or determinable, collectability is reasonably assured and there are no material uncertainties regarding customer acceptance. Revenue from installation services is recognized at the time acceptance is received from the customer. If the arrangement does not meet all the above criteria, the entire amount of the sales arrangement is deferred until the criteria have been met or all elements have been delivered to the customer or been completed.

For those transactions on which we recognize systems revenue, either at the time of shipment or delivery, our sales and contractual arrangements with customers do not contain provisions for right of return or forfeiture, refund or other purchase price concessions. In the rare instances where such provisions are included, the Company defers all revenue until customer acceptance is achieved. In cases where products are sold with a retention of 10% to 20%, which is typically payable by the customer when installation and field acceptance provisions are completed, the customer has the right to withhold this payment until such provisions have been achieved. We defer the greater of the retention amount or the estimated selling price of the installation on systems that we recognize revenue at the time of shipment or delivery.

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For new products, new applications of existing products or for products with substantive customer acceptance provisions where performance cannot be fully assessed prior to meeting agreed upon specifications at the customer site, revenue is deferred as deferred profit in the accompanying Condensed Consolidated Balance Sheets and fully recognized upon completion of installation and receipt of final customer acceptance.

Our systems are principally sold to manufacturers in the HB-LED, the data storage, solar and other industries. Sales arrangements for these systems generally include customer acceptance criteria based upon Veeco and/or customer specifications. Prior to shipment a customer source inspection of the system is performed in our facility or test data is sent to the customer documenting that the system is functioning within agreed upon specifications. Such source inspection or test data replicates the acceptance testing that will be performed at the customer’s site prior to final acceptance of the system. Customer acceptance provisions include reassembly and installation of the system at the customer site, which includes performing functional or mechanical test procedures (i.e. hardware checks, leak testing, gas flow monitoring and quality control checks of the basic features of the product). Additionally, a material demonstration process may be performed to validate the functionality of the product. Upon meeting the agreed upon specifications the customer approves final acceptance of the product.

Veeco generally is required to install these products and demonstrate compliance with acceptance tests at the customer’s facility. Such installations typically are not considered complex and the installation process is not deemed essential to the functionality of the equipment because it does not involve significant changes to the features or capabilities of the equipment or involve building complex interfaces or connections. We have a demonstrated history of completing such installations in a timely, consistent manner and can reliably estimate the costs of such. In such cases, the test environment at our facilities prior to shipment replicates the customer’s environment. While there are others in the industry with sufficient knowledge about the installation process for our systems as a practical matter, most customers engage the Company to perform the installation services.

In Japan, where our contractual terms with customers generally specify risk of loss and title transfers upon customer acceptance, revenue is recognized and the customer is billed upon receipt of written customer acceptance.

Revenue related to maintenance and service contracts is recognized ratably over the applicable contract term. Component and spare part revenue is recognized at the time of shipment or delivery in accordance with the terms of the applicable sales arrangement.

Short-Term Investments: We determine the appropriate balance sheet classification of our investments at the time of purchase and evaluate the classification at each balance sheet date. As part of our cash management program, we maintain a portfolio of marketable securities which are classified as available-for-sale. These securities include FDIC insured corporate bonds, treasury bills and commercial paper with maturities of greater than three months when purchased in principal amounts that, when aggregated with interest to accrue over the term, will not exceed FDIC limits. Securities classified as available-for-sale are carried at fair market value, with the unrealized gains and losses, net of tax, included in the determination of comprehensive income (loss) and reported in equity. Net realized gains and losses are included in net income (loss) attributable to Veeco.

Inventory Valuation: Inventories are stated at the lower of cost (principally first-in, first-out method) or market. Management evaluates the need to record adjustments for impairment of inventory on a quarterly basis. Our policy is to assess the valuation of all inventories, including raw materials, work-in-process, finished goods, and spare parts and other service inventory. Obsolete or slow-moving inventory, based upon historical usage, or inventory in excess of management’s estimated usage for the next 12 month’s requirements is written-down to its estimated market value, if less than its cost. Inherent in the estimates of market value are management’s estimates related to our future manufacturing schedules, customer demand, technological and/or market obsolescence, possible alternative uses, and ultimate realization of excess inventory.

Goodwill and Indefinite-Lived Intangible Asset Impairment: The Company does not amortize goodwill or intangible assets with indefinite useful lives, but instead tests the balances in these asset accounts for impairment at least annually at the reporting unit level. Our policy is to perform this annual impairment test in the fourth quarter, using a measurement date of October 1 st , of each fiscal year or more frequently if impairment indicators arise. Impairment indicators include, among other conditions, cash flow deficits, a historical or anticipated decline in revenue or operating profit, adverse legal or regulatory developments, and a material decrease in the fair value of some or all of the assets.

Pursuant to relevant accounting pronouncements we are required to determine if it is appropriate to use the

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operating segment as defined under accounting guidance as the reporting unit or one level below the operating segment, depending on whether certain criteria are met. We have identified two reporting units that are required to be reviewed for impairment. The reporting units are LED & Solar and Data Storage. In identifying the reporting units management considered the economic characteristics of operating segments including the products and services provided, production processes, types or classes of customer and product distribution.

We perform this impairment test by first comparing the fair value of our reporting units to their respective carrying amount. When determining the estimated fair value of a reporting unit, we utilize a discounted future cash flow approach since reported quoted market prices are not available for our reporting units. Developing the estimate of the discounted future cash flow requires significant judgment and projections of future financial performance. The key assumptions used in developing the discounted future cash flows are the projection of future revenues and expenses, working capital requirements, residual growth rates and the weighted average cost of capital. In developing our financial projections, we consider historical data, current internal estimates and market growth trends. Changes to any of these assumptions could materially change the fair value of the reporting unit. We reconcile the aggregate fair value of our reporting units to the Company’s adjusted market capitalization as a supporting calculation. The adjusted market capitalization is calculated by multiplying the average share price of our common stock for the last ten trading days prior to the measurement date by the number of outstanding common shares and adding a control premium.

If the carrying value of the reporting units exceed the fair value we would then compare the implied fair value of our goodwill to the carrying amount in order to determine the amount of the impairment, if any.

Definite-Lived Intangible and Long-Lived Assets: Intangible assets consist of purchased technology, customer-related intangible assets, patents, trademarks, covenants not-to-compete, software licenses and deferred financing costs. Purchased technology consists of the core proprietary manufacturing technologies associated with the products and offerings obtained through acquisition and are initially recorded at fair value. Customer-related intangible assets, patents, trademarks and covenants not-to-compete are initially recorded at fair value and software licenses and deferred financing costs are initially recorded at cost. Intangible assets with definitive useful lives are amortized using the straight-line method over their estimated useful lives for periods ranging from 2 years to 17 years.

Property, plant and equipment are recorded at cost. Depreciation is provided over the estimated useful lives of the related assets using the straight-line method for financial statement purposes. Amortization of leasehold improvements is computed using the straight-line method over the shorter of the remaining lease term or the estimated useful lives of the improvements.

Long-lived assets, such as property, plant, and equipment and intangible assets with definite useful lives, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Impairment indicators include, among other conditions, cash flow deficits, a historical or anticipated decline in revenue or operating profit, adverse legal or regulatory developments and a material decrease in the fair value of some or all of the assets. Assets are grouped at the lowest level for which there are identifiable cash flows that are largely independent of the cash flows generated by other asset groups. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated undiscounted future cash flow expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset.

Fair Value Measurements: Accounting guidance for our non-financial assets and non-financial liabilities requires that we disclose the type of inputs we use to value our assets and liabilities, based on three categories of inputs as defined in such. Level 1 inputs are quoted, unadjusted prices in active markets for identical assets or liabilities that the company has the ability to access at the measurement date. Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, such as quoted prices for similar assets or liabilities. Level 3 inputs are unobservable inputs for the asset or liability. Unobservable inputs are used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date. These requirements apply to our long-lived assets, goodwill and intangible assets. We use Level 3 inputs to value all of such assets. The Company primarily applies the market approach for recurring fair value measurements.

Warranty Costs: We estimate the costs that may be incurred under the warranty we provide and record a liability in the amount of such costs at the time the related revenue is recognized. Estimated warranty costs are determined by analyzing specific product and historical configuration statistics and regional warranty support costs. Our warranty obligation is affected by product failure rates, material usage, and labor costs incurred in correcting product

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failures during the warranty period. Unforeseen component failures or exceptional component performance can also result in changes to warranty costs. If actual warranty costs differ substantially from our estimates, revisions to the estimated warranty liability would be required.

Income Taxes: As part of the process of preparing our Condensed Consolidated Financial Statements, we are required to estimate our income taxes in each of the jurisdictions in which we operate. This process involves estimating the actual current tax expense, together with assessing temporary differences resulting from differing treatment of items for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which are included within our Condensed Consolidated Balance Sheets. The carrying value of our deferred tax assets is adjusted by a partial valuation allowance to recognize the extent to which the future tax benefits will be recognized on a more likely than not basis. Our net deferred tax assets consist primarily of net operating loss and tax credit carry forwards, and timing differences between the book and tax treatment of inventory, acquired intangible assets and other asset valuations. Realization of these net deferred tax assets is dependent upon our ability to generate future taxable income.

We record valuation allowances in order to reduce our deferred tax assets to the amount expected to be realized. In assessing the adequacy of recorded valuation allowances, we consider a variety of factors, including the scheduled reversal of deferred tax liabilities, future taxable income and prudent and feasible tax planning strategies. Under the relevant accounting guidance, factors such as current and previous operating losses are given significantly greater weight than the outlook for future profitability in determining the deferred tax asset carrying value.

Relevant accounting guidance addresses the determination of how tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under such guidance, we must recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such uncertain tax positions are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate resolution.

Equity-based Compensation: Equity-based compensation cost is measured at the grant date, based on the fair value of the award and is recognized as expense over the employee requisite service period. In order to determine the fair value of stock options on the date of grant, we apply the Black-Scholes option-pricing model. Inherent in the model are assumptions related to risk-free interest rate, dividend yield, expected stock-price volatility and option life.

The risk-free rate assumed in valuing the options is based on the U.S. Treasury yield curve in effect at the time of grant for the expected term of the option. The dividend yield assumption is based on the Company’s historical and future expectation of dividend payouts. While the risk-free interest rate and dividend yield are less subjective assumptions, typically based on factual data derived from public sources, the expected stock-price volatility and option life assumptions require a level of judgment which make them critical accounting estimates.

We use an expected stock-price volatility assumption that is a combination of both historical volatility, calculated based on the daily closing prices of our common stock over a period equal to the expected term of the option and implied volatility, utilizing market data of actively traded options on our common stock, which are obtained from public data sources. We believe that the historical volatility of the price of our common stock over the expected term of the option is a strong indicator of the expected future volatility and that implied volatility takes into consideration market expectations of how future volatility will differ from historical volatility. Accordingly, we believe a combination of both historical and implied volatility provides the best estimate of the future volatility of the market price of our common stock.

The expected term, representing the period of time that options granted are expected to be outstanding, is estimated using a lattice-based model incorporating historical post vest exercise and employee termination behavior.

We estimate forfeitures using our historical experience, which is adjusted over the requisite service period based on the extent to which actual forfeitures differ or are expected to differ, from such estimates. Because of the significant amount of judgment used in these calculations, it is reasonably likely that circumstances may cause the estimate to change.

With regard to the weighted-average option life assumption, we consider the exercise behavior of past grants and model the pattern of aggregate exercises.

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Recent Accounting Pronouncements

Balance Sheet: In December 2011, the FASB issued amended guidance related to the Balance Sheet (Disclosures about Offsetting Assets and Liabilities). This amendment requires an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. An entity is required to apply the amendments for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. The amendment should be applied retrospectively. The Company does not believe that this guidance will have a material impact on its condensed consolidated financial statements.

Comprehensive Income: In December 2011, the FASB issued amended guidance related to Comprehensive Income. In order to defer only those changes in the June amendment (addressed below) that relate to the presentation of reclassification adjustments, the FASB issued this amendment to supersede certain pending paragraphs in the June amendment. The amendments are being made to allow the FASB time to redeliberate whether to present on the face of the financial statements the effects of reclassifications out of accumulated other comprehensive income on the components of net income and other comprehensive income for all periods presented. While the FASB is considering the operational concerns about the presentation requirements for reclassification adjustments and the needs of financial statement users for additional information about reclassification adjustments, entities should continue to report reclassifications out of accumulated other comprehensive income consistent with the presentation requirements in effect before the June amendment. All other requirements are not affected, including the requirement to report comprehensive income either in a single continuous financial statement or in two separate but consecutive financial statements. Public entities should apply these requirements for fiscal years, and interim periods within those years, beginning after December 15, 2011. The adoption of this guidance did not have a material impact on the Company’s condensed consolidated financial statements.

In June 2011, the FASB issued amended guidance related to Comprehensive Income. This amendment allows an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. The amendment eliminates the option to present the components of other comprehensive income as part of the statement of equity. The amendments do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. The amendment should be applied retrospectively. The amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. The adoption of this guidance did not have a material impact on the Company’s condensed consolidated financial statements.

Intangibles — Goodwill and Other: In September 2011, the FASB issued amended guidance related to Intangibles—Goodwill and Other: Testing Goodwill for Impairment. The amendment is intended to simplify how entities test goodwill for impairment. The amendment permits an entity to first assess qualitative factors to determine whether it is “more likely than not” that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. The more-likely-than-not threshold is defined as having a likelihood of more than 50%. This amendment is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. The adoption of this guidance did not have a material impact on the Company’s condensed consolidated financial statements.

Fair Value Measurements : In May 2011, the FASB issued amended guidance related to Fair Value Measurements. This amendment represents the converged guidance of the FASB and the International Accounting Standards Board (the Boards) on fair value measurement. The collective efforts of the Boards and their staffs, reflected in this amendment, have resulted in common requirements for measuring fair value and for disclosing information about fair value measurements, including a consistent meaning of the term “fair value.” The Boards have concluded the common requirements will result in greater comparability of fair value measurements presented and disclosed in financial statements prepared in accordance with U.S. GAAP and IFRSs. The amendments are to be applied prospectively. The amendments are effective during interim and annual periods beginning after December 15, 2011. The adoption of this guidance did not have a material impact on the Company’s condensed consolidated financial statements.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Our net sales to foreign customers represented approximately 82.6% and 84.1% of our total net sales for the three and six months ended June 30, 2012, respectively, and 87.8% and 88.1% for the comparable 2011 periods. We expect that net sales to foreign customers will continue to represent a large percentage of our total net sales. Our net sales denominated in foreign currencies represented approximately 1.5% and 2.1% of our total net sales for the three and six months ended June 30, 2012 respectively, and 1.0% and 1.4% for the comparable 2011 periods.

The aggregate foreign currency exchange loss included in determining the condensed consolidated results of operations was approximately $0.3 million during the three and six months ended June 30, 2012 and $0.1 million and $0.4 million during the three and six months ended June 30, 2011, respectively. Included in the aggregate foreign currency exchange losses were losses (gains) related to forward contracts of $0.2 million and $0.1 million during the three and six months ended June 30, 2012, respectively and ($0.3) million and ($0.8) million during the three and six months ended June 30, 2011. These amounts were recognized and are included in Other, net in the accompanying Condensed Consolidated Statements of Income.

We are exposed to financial market risks, including changes in foreign currency exchange rates. The change in currency exchange rates that have the largest impact on translating our international operating profit (loss) is the Japanese Yen. We use derivative financial instruments to mitigate these risks. We do not use derivative financial instruments for speculative or trading purposes. We generally enter into monthly forward contracts to reduce the effect of fluctuating foreign currencies on short-term foreign currency-denominated intercompany transactions and other known currency exposures. The weighted average notional amount of derivative contracts outstanding during the three and six months ended June 30, 2012 was approximately $1.3 million and $2.5 million, respectively.

We believe that based upon our hedging program, a 10% change in foreign exchange rates would have an immaterial impact on the condensed consolidated statements of income. We believe that this quantitative measure has inherent limitations because, as discussed in the first paragraph of this section, it does not take into account any governmental actions or changes in either customer purchasing patterns or our financing and operating strategies.

Assuming second quarter 2012 investment levels, the effect of a one-point change in interest rates would not have a material effect on net interest expense. We centrally manage our investment portfolios considering investment opportunities and risk, tax consequences and overall financing strategies. Our investment portfolio includes fixed-income securities with a fair value of approximately $221.8 million as of June 30, 2012. These securities are subject to interest rate risk and will decline in value if interest rates increase. Based on our investment portfolio as of June 30, 2012, an immediate 100 basis point increase in interest rates may result in a decrease in the fair value of the portfolio of approximately $1.4 million. While an increase in interest rates may reduce the fair value of the investment portfolio, we will not realize the losses in our condensed consolidated statement of income unless the individual fixed-income securities are sold prior to recovery or the loss is determined to be other-than-temporary.

Item 4. Controls and Procedures.

Our senior management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15 and 15d-15 under the Securities Exchange Act of 1934 (the “Exchange Act”)) designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

We have evaluated the effectiveness of the design and operation of our disclosure controls and procedures under the supervision of and with the participation of management, including the chief executive officer and chief

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financial officer, as of the end of the period covered by this report. Based on that evaluation, our chief executive officer and our chief financial officer concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms and is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

There have been no significant changes in our internal controls or other factors during the fiscal quarter ended June 30, 2012 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

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Part II. OTHER INFORMATION

Item 1. Legal Proceedings

We are involved in various legal proceedings arising in the normal course of our business. We do not believe that the ultimate resolution of these matters will have a material adverse effect on our consolidated financial position, statements of income or cash flows.

Item 1A. Risk Factors.

Information regarding risk factors appears in the “Safe Harbor Statement” at the beginning of this Quarterly Report on Form 10-Q, in Part I — Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2011 and in Part II — Item 1A of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2012. There have been no material changes from the risk factors previously disclosed in our 2011 Annual Report and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2012.

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Item 6. Exhibits.

Unless otherwise indicated, each of the following exhibits has been previously filed with the SEC by the Company under File No. 0-16244.

Number	Description	Incorporated by Reference to the Following Document:

10.1	Third Amendment effective April 27, 2012 to Employment Agreement between Veeco and John R. Peeler.	Quarterly Report on Form 10-Q for the quarter ended March 31, 2012, Exhibit 10.2.
10.2	Form of 2010 Stock Incentive Plan Stock Option Agreement (2012 rev.)	*
10.3	Form of 2010 Stock Incentive Plan Restricted Stock Agreement (2012 rev.)	*
10.4	Form of 2010 Stock Incentive Plan Restricted Stock Unit Agreement (2012 rev.)	*
10.5	Form of 2010 Stock Incentive Plan Restricted Stock Agreement (Non-Employee Director) (2011 rev.)	*
10.6	Form of 2010 Stock Incentive Plan Restricted Stock Agreement (Performance Based) (2012 rev.)	*
31.1	Certification of Chief Executive Officer pursuant to Rule 13a—14(a) or Rule 15d—14(a) of the Securities and Exchange Act of 1934.	*
31.2	Certification of Chief Financial Officer pursuant to Rule 13a—14(a) or Rule 15d—14(a) of the Securities and Exchange Act of 1934.	*
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.	*
32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.	*
101.INS	XBRL Instance	**
101.XSD	XBRL Schema	**
101.PRE	XBRL Presentation	**
101.CAL	XBRL Calculation	**
101.DEF	XBRL Definition	**
101.LAB	XBRL Label	**

* Filed herewith

** Filed herewith electronically

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: July 27, 2012

	Veeco Instruments Inc.

	By:	/s/ JOHN R. PEELER
		John R. Peeler Chairman and Chief Executive Officer

	By:	/s/ DAVID D. GLASS
		David D. Glass Executive Vice President and Chief Financial Officer

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INDEX TO EXHIBITS

Unless otherwise indicated, each of the following exhibits has been previously filed with the Securities and Exchange Commission by the Company under File No. 0-16244.

Number	Description	Incorporated by Reference to the Following Document:

10.1	Third Amendment effective April 27, 2012 to Employment Agreement between Veeco and John R. Peeler.	Quarterly Report on Form 10-Q for the quarter ended March 31, 2012, Exhibit 10.2.
10.2	Form of 2010 Stock Incentive Plan Stock Option Agreement (2012 rev.)	*
10.3	Form of 2010 Stock Incentive Plan Restricted Stock Agreement (2012 rev.)	*
10.4	Form of 2010 Stock Incentive Plan Restricted Stock Unit Agreement (2012 rev.)	*
10.5	Form of 2010 Stock Incentive Plan Restricted Stock Agreement (Non-Employee Director) (2011 rev.)	*
10.6	Form of 2010 Stock Incentive Plan Restricted Stock Agreement (Performance Based) (2012 rev.)	*
31.1	Certification of Chief Executive Officer pursuant to Rule 13a—14(a) or Rule 15d—14(a) of the Securities and Exchange Act of 1934.	*
31.2	Certification of Chief Financial Officer pursuant to Rule 13a—14(a) or Rule 15d—14(a) of the Securities and Exchange Act of 1934.	*
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.	*
32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.	*
101.INS	XBRL Instance	**
101.XSD	XBRL Schema	**
101.PRE	XBRL Presentation	**
101.CAL	XBRL Calculation	**
101.DEF	XBRL Definition	**
101.LAB	XBRL Label	**

* Filed herewith

** Filed herewith electronically

Exhibit 10.2

VEECO INSTRUMENTS INC. 2010 STOCK INCENTIVE PLAN
NOTICE AND AGREEMENT 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 (the “Option”), subject to the terms and conditions of this Notice and Agreement 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 (2012) (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 tenth (10 th ) 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 (2012) (the “ Terms and Conditions ”). As a condition to receiving this Option Award, Grantee agrees to be bound by the terms of the Company’s current Employee Confidentiality and Inventions Agreement (the “Employee NDA”), a copy of which is attached hereto as Exhibit A. If Grantee has not already done so, Grantee agrees to execute a copy of the Employee NDA to further evidence Grantee’s agreement to those terms.

Grantee must sign this Notice and return it to the Company’s Compensation Department on or before , 2012 or the Option will be forfeited. You can deliver your signed Grant Agreement by mail, addressed to Compensation Department, Terminal Drive, Plainview, New York 11803, by fax at 1-516-714-1212 or email at Compensation@Veeco.com.

	VEECO INSTRUMENTS INC.


	Name: Robert W. Bradshaw
	Title: Sr. Vice President, Human Resources



	Grantee	Date

VEECO INSTRUMENTS INC. 2010 STOCK INCENTIVE PLAN

TERMS AND CONDITIONS OF STOCK OPTION AWARD
(2012)

These TERMS AND CONDITIONS OF STOCK OPTION AWARD (2012) (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 and Agreement 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 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 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 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.

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 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 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.

* * * * *

Exhibit 10.3

VEECO INSTRUMENTS INC. 2010 STOCK INCENTIVE PLAN

NOTICE AND AGREEMENT OF RESTRICTED STOCK AWARD

Veeco Instruments Inc. (the “ Company ”), is pleased to confirm the award to the individual named below (“ Grantee ”) of restricted shares of common stock, par value $0.01 per share, of the Company described below, subject to the terms and conditions of this Notice and Agreement of Restricted Stock 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 Restricted Stock Award (2012) (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:

Aggregate number of shares of
Restricted Stock subject to the Award

(the “ Award ”):

Vesting/Lapsing of Restrictions :

Subject to Grantee’s Continuous Service, 1/3 of the shares comprising the Award will vest, and the restrictions with respect to such shares shall lapse, on each of the second (2 nd ), third (3 rd ) and fourth (4 th ) anniversaries of the Award Date (each a “ Vesting Date ”). If the Grantee would become vested in a fraction of a share on a Vesting Date, such share shall not vest until the Grantee becomes vested in the entire share on the following Vesting Date.

Additional Provisions :

This Award shall be subject to the terms and conditions set forth in the Veeco Instruments Inc. Terms and Conditions of Restricted Stock Award (2012) (the “ Terms and Conditions ”). As a condition to receiving this Award, Grantee agrees to be bound by the terms of the Company’s current Employee Confidentiality and Inventions Agreement (the “Employee NDA”), a copy of which is attached hereto as Exhibit A. If Grantee has not already done so, Grantee agrees to execute a copy of the Employee NDA to further evidence Grantee’s agreement to those terms.

Grantee must sign this Notice and return it to the Company’s Compensation Department on or before , 2012 or the Award will be forfeited. Return your executed Notice to: Compensation Department by mail at Terminal Drive, Plainview, New York 11803, by fax at 1-516-714-1212 or email at Compensation@Veeco.com.

	VEECO INSTRUMENTS INC.


	Name: Robert W. Bradshaw
	Title: Sr. Vice President, Human Resources



	Grantee	Date

VEECO INSTRUMENTS INC. 2010 STOCK INCENTIVE PLAN

TERMS AND CONDITIONS OF RESTRICTED STOCK AWARD
(2012)

These TERMS AND CONDITIONS OF RESTRICTED STOCK AWARD (2010) (these “ Terms and Conditions ”) apply to any award by Veeco Instruments Inc., a Delaware corporation (the “ Company ”), of the Company’s common stock, par value $0.01 per share (“ Common Stock ”), subject to certain restrictions (“ Restricted 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
DEFINITIONS

1.1 In General . Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Plan and/or the applicable Notice of Restricted Stock Award (the “ Notice ”). In addition, wherever the following term is used in these Terms and Conditions, it shall have the meaning specified below, unless the context clearly indicates otherwise.

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

ARTICLE 2
RESTRICTED STOCK AWARD

2.1 Award of Restricted Stock . The Award is made in consideration of the Grantee’s agreement to remain in the service of the Company and for other good and valuable consideration which the Administrator has determined exceeds the aggregate par value of the shares of Common Stock subject to the Award.

2.2 Award Subject to Plan . The Award is subject to the terms and provisions of the Plan, including the provisions of Section 11 of the Plan in the event of a Corporate Transaction.

ARTICLE 3
RESTRICTIONS

3.1 Forfeiture . Unless otherwise provided by written agreement between the Company and Grantee, which may be entered into at any time, including in connection with the termination of Grantee’s Continuous Service, any Shares subject to the Award which are not vested at the time Grantee’s Continuous Service terminates shall thereupon be forfeited immediately and without any further action by the Company or the Grantee.

3.2 Vesting and Lapse of Restrictions . Subject to Section 3.1, the Restrictions shall lapse with respect to 1/3 of the shares of Restricted Stock subject to the Award, and the Grantee’s rights thereto shall vest, on each of the second (2 nd ), third (3 rd ) and fourth (4 th ) anniversaries of the Award Date (each a “ Vesting Date ”); provided, however, that in each case the Grantee remains in Continuous Service from the Award Date through such Vesting Date. If the Grantee would become vested in a fraction of a share on a Vesting Date, such share shall not vest until the Grantee becomes vested in the entire share on the following Vesting Date.

3.3 Legend . Until such time as the Restrictions have lapsed, the Company may instruct the transfer agent for the Common Stock and/or other record-keepers to include a restrictive code or similar notation in its records (or legend on stock certificates, if any) to denote the Restrictions and any applicable federal and/or state securities laws restrictions relating to Restricted Stock. The notation or legend may include the following:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS SET FORTH IN THE PLAN AND IN THE TERMS AND CONDITIONS APPLICABLE TO THE RESTRICTED STOCK AWARD, COPIES OF WHICH ARE ON FILE AT THE PRINCIPAL OFFICE OF THE CORPORATION.”

3.4 Payment of Taxes; Issuance of Shares .

(a) Grantee understands, acknowledges and agrees that, unless a Section 83(b) election is made (as described in Section 3.7), the difference between the Fair Market Value of a Share at the time it vests, and the amount, if any, paid by the Grantee for such Share is subject to state and federal income taxes and Grantee is responsible for paying such taxes.

(b) If the Company is required to withhold any such taxes, Grantee hereby authorizes the Company and any brokerage firm determined acceptable to the Company for such purposes to sell on Grantee’s behalf a whole number of Shares from the number of vested Shares delivered to Grantee at the time the Restrictions lapse to generate cash proceeds sufficient to satisfy the tax withholding obligation (“ Sale Provisions ”). The Shares will be sold as soon as practicable following the day the tax withholding obligation arises. The Grantee will be responsible for all brokerage fees and other costs of sale and Grantee agrees to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to any such sale. Grantee acknowledges that the Company or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy Grantee’s tax withholding obligation. Accordingly, Grantee agrees to pay to the Company as soon as practicable any amount of the tax withholding obligation that is not satisfied by the sale of Shares described above. By accepting the Award, Grantee expresses his or her intent that the Sale Provisions described above regarding the sale of Shares to pay taxes are intended to constitute a Rule 10b5-1 sales plan and to satisfy the requirements of Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. The Company may, at its discretion, fulfill its tax withholding obligation by reducing the number of vested Shares delivered to Grantee at the time the Restrictions lapse by the number of Shares required to satisfy such tax withholding requirements (based on the Fair Market Value of Shares at such time). Such Shares shall be returned to the Company. Grantee’s acknowledgement and acceptance of these tax provisions are conditions precedent to the right of Grantee to receive the Award under the Plan and these Terms and Conditions.

(c) In lieu of the sale or reduction of Shares delivered described in paragraph (b) above, Grantee 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).

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

3.5 Stop-Transfer Notices . In order to ensure compliance with the Restrictions and any provisions set forth in these Terms and Conditions, the Notice or the Plan, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records. The Company may issue a “stop transfer” instruction if the Grantee fails to satisfy any tax withholding obligations.

3.6 Certain Changes in Capitalization; Additional Securities . 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, 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 3.6, the Administrator, subject to the provisions of the Plan and these Terms and Conditions, shall make an appropriate and proportionate adjustment in the number and kind of Shares subject to the Award, 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. Any securities or cash received (other than a regular cash dividend) as the result of ownership of the Restricted Stock (the “ Additional Securities ”), including, but not by way of limitation, warrants, options and securities received as a stock dividend or stock split, or as a result of a recapitalization or reorganization or other similar change in the Company’s capital structure, shall be retained in escrow in the same manner and subject to the same conditions and Restrictions as the Restricted Stock with respect to which they were issued, including, without limitation, the vesting provisions set forth under Vesting/Lapsing of Restrictions in the Notice. The Grantee shall be entitled to direct the Company to exercise any warrant or option received as Additional Securities upon supplying the funds necessary to do so, in which event the securities so purchased shall constitute Additional Securities, but the Grantee may not direct the Company to sell any such warrant or option. If Additional Securities consist of a convertible security, the Grantee may exercise any conversion right, and any securities so acquired shall constitute Additional Securities. In the event of any change in certificates evidencing the Shares or the Additional Securities by reason of any recapitalization, reorganization or other transaction that results in the creation of Additional Securities, the escrow holder is authorized to deliver to the issuer the certificates evidencing the Shares or the Additional Securities in exchange for the certificates of the replacement securities.

3.7 Section 83(b) Election . Grantee understands that, under Section 83(a) of the Internal Revenue Code of 1986, as amended (the “ Code ”), the Grantee will recognize as ordinary income the difference between the amount, if any, paid for the Shares and the Fair Market Value of the Shares at the time the Restrictions on such Shares lapse. Grantee understands that, notwithstanding the preceding sentence, Grantee 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 Grantee files an 83(b) Election, Grantee will recognize ordinary income in an amount equal to the difference between the amount, if any, paid for the Shares 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 3.4. Grantee further understands that a copy 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 falls, and a copy delivered to the Company. Grantee acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to this Award, and does not purport to be complete or to

deal with any state, local or foreign tax requirements that might apply. GRANTEE FURTHER ACKNOWLEDGES THAT THE COMPANY IS NOT RESPONSIBLE FOR FILING THE GRANTEE’S 83(B) ELECTION, AND THE COMPANY HAS DIRECTED GRANTEE 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 GRANTEE MAY RESIDE, AND THE TAX CONSEQUENCES OF GRANTEE’S DEATH.

ARTICLE 4
OTHER PROVISIONS

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

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

4.3 Rights as Stockholder . Except as otherwise provided herein, upon issuance of the Shares pursuant to Section 4.1, the Grantee 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; provided , however , that any and all Additional Securities received by the Grantee with respect to such Restricted Stock shall, as provided in Section 3.6, also be subject to the Restrictions until the Restrictions on the underlying Shares lapse or are removed pursuant to these Terms and Conditions.

4.4 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.

4.5 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.

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.

4.7 Conformity to Securities Laws . The Grantee acknowledges that the Plan and these Terms and Conditions 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 Award is 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 these Terms and Conditions shall be deemed amended to the extent necessary to conform to such laws, rules and regulations.

4.8 Amendment, Suspension and Termination . The Award and these Terms and Conditions 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 the Award or these Terms and Conditions shall, without the consent of the Grantee, alter or impair any rights or obligations under any Award.

4.9 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.

4.10 Venue and Waiver of Jury Trial . The Company, the Grantee, and the Grantee’s assignees pursuant to Section 4.2 (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 ANY SUCH SUIT, ACTION OR PROCEEDING. If any one or more provisions of this Section 4.10 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.

4.11 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.

4.12 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.

4.13 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 Shares. 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 to cause the sale of vested Shares on Grantee’s behalf or reduce the number of vested Shares delivered to Grantee at the time the Restrictions lapse, as contemplated by Section 3.4 above, to satisfy such Tax-Related Items.

4.14 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 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 of stock acquired upon vesting of the Shares. 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.

* * * * *

Exhibit 10.4

VEECO INSTRUMENTS INC. 2010 STOCK INCENTIVE PLAN

NOTICE AND AGREEMENT OF RESTRICTED STOCK UNIT AWARD (2012)

Veeco Instruments Inc. (the “ Company ”) is pleased to confirm the award to the employee named below (the “ Grantee ”) of Restricted Stock Units (the “ Award ”), subject to the terms and conditions of this Notice and Agreement of Restricted Stock Unit Award (2012) (the “ Notice ”), the Veeco Instruments Inc. 2010 Stock Incentive Plan, as amended from time to time (the “ Plan ”) and the Veeco Instruments Inc. Terms and Conditions of Restricted Stock Unit Award (2012) (the “ Terms and Conditions ”) attached hereto, as follows. Unless otherwise provided herein, the terms in this Notice shall have the same meaning as those defined in the Plan.

Grantee:

Date of Award:

Total Number of Restricted Stock
Units Awarded (the “ Units ”):

Vesting Schedule : Subject to the Grantee’s Continuous Service and other limitations set forth in this Notice, the Terms and Conditions and the Plan, the Units will “vest” in accordance with the following schedule (the “ Vesting Schedule ”): 1/3 of the Units comprising the Award will vest, and the restrictions with respect to such shares shall lapse, on each of the second (2 nd ), third (3 rd ) and fourth (4 th ) anniversaries of the Award Date (each a “ Vesting Date ”). If the Grantee would become vested in a fraction of a share on a Vesting Date, such share shall not vest until the Grantee becomes vested in the entire share on the following Vesting Date.

For purposes of this Notice and the Terms and Conditions, the term “vest” shall mean, with respect to any Units, that such Units are no longer subject to forfeiture to the Company. If the Grantee would become vested in a fraction of a Unit, such Unit shall not vest until the Grantee becomes vested in the entire Unit.

Vesting shall cease upon the date the Grantee terminates Continuous Service for any reason, including death or Disability. In the event the Grantee terminates Continuous Service for any reason, including death or Disability, any unvested Units held by the Grantee immediately upon such termination of the Grantee’s Continuous Service shall be forfeited and deemed reconveyed to the Company and the Company shall thereafter be the legal and beneficial owner of such reconveyed Units and shall have all rights and interest in or related thereto without further action by the Grantee.

Additional Provisions : This Award shall be subject to the terms and conditions set forth in the Veeco Instruments Inc. Terms and Conditions of Restricted Stock Unit Award (2012) (the “ Terms and Conditions ”). As a condition to receiving this Award, Grantee agrees to be bound by the terms of the Company’s current Employee Confidentiality and Inventions Agreement (the “Employee NDA”), a copy of which is attached hereto as Exhibit A. If Grantee has not already done so, Grantee agrees to execute a copy of the Employee NDA to further evidence Grantee’s agreement to those terms.

Grantee must sign this Notice and return it to the Company’s Compensation Department on or before , 2012 or the Award will be forfeited. You can deliver your signed Notice and Agreement by mail, addressed to Compensation Department, Terminal Drive, Plainview, New York 11803, by fax at 1-516-714-1212 or email at Compensation@Veeco.com.

	VEECO INSTRUMENTS INC.


	Name: Robert W. Bradshaw
	Title: Sr. Vice President, Human Resources



	Grantee	Date

VEECO INSTRUMENTS INC. 2010 STOCK INCENTIVE PLAN

TERMS AND CONDITIONS OF RESTRICTED STOCK UNIT AWARD
(2012)

These TERMS AND CONDITIONS OF RESTRICTED STOCK UNIT AWARD (2012) (these “ Terms and Conditions ”) apply to any award by Veeco Instruments Inc., a Delaware corporation (the “ Company ”), of Restricted Stock Units, subject to certain restrictions 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
ISSUANCE OF UNITS

The Company hereby issues to the Grantee (the “ Grantee ”) named in the Notice and Agreement of Restricted Stock Unit Award (2012) (the “ Notice ”) an award (the “ Award ”) of the Total Number of Restricted Stock Units Awarded set forth in the Notice (the “ Units ”), subject to the Notice, these Terms and Conditions, and the terms and provisions of the Plan, which is incorporated herein by reference. Unless otherwise provided herein, the terms in these Terms and Conditions shall have the same meaning as those defined in the Plan.

ARTICLE 2
CONVERSION OF UNITS AND ISSUANCE OF SHARES

2.1 General . Subject to Section 2.2, one share of Common Stock shall be issuable for each Unit subject to the Award (the “ Shares ”) upon vesting. Immediately thereafter, or as soon as administratively feasible, the Company will transfer the appropriate number of Shares to the Grantee after satisfaction of any required tax or other withholding obligations. Any fractional Unit remaining after the Award is fully vested shall be discarded and shall not be converted into a fractional Share. Notwithstanding the foregoing, the relevant number of Shares shall be issued no later than March 15th of the year following the calendar year in which the Award vests. The Company may however, in its sole discretion, make a cash payment in lieu of the issuance of the Shares in an amount equal to the value of one share of Common Stock multiplied by the number of Units subject to the Award. The number of Shares covered by the Award shall be proportionately adjusted for any stock dividend affecting the Shares in accordance with Section 10 of the Plan.

2.2 Delay of Issuance of Shares . The Company shall delay the issuance of any Shares under this Article 2 to the extent necessary to comply with Section 409A(a)(2)(B)(i) of the Code (relating to payments made to certain “specified employees” of certain publicly-traded companies); in such event, any Shares to which the Grantee would otherwise be entitled during the six (6) month period following the date of the Grantee’s termination of Continuous Service will be issuable on the first business day following the expiration of such six (6) month period.

ARTICLE 3
RIGHT TO SHARES

Except as set forth herein, the Grantee shall not have any right in, to or with respect to any of the Shares (including any voting rights) issuable under the Award until the Award is settled by the issuance of such Shares to the Grantee. Notwithstanding the foregoing, while one or more Shares remain subject to this Award, the Grantee shall have the right to receive Cash Dividend Equivalents (as defined in this Article 3). For purposes herein, a “ Cash Dividend Equivalent ” means, for each Share subject to the Award, a cash payment equal to the cash dividend, if any, that would become payable to the Grantee with respect to such Share had the Grantee been the holder of such Share. A Cash Dividend Equivalent, if any, shall be paid to the Grantee when the

related cash dividend would have been paid to the Grantee if the Grantee had been the holder of the related Share, and in any event no later than March 15th of the year following the calendar year in which such dividend would have been paid to the Grantee if the Grantee had been the holder of such Share.

ARTICLE 4
TAXES

4.1 Tax Liability . The Grantee is ultimately liable and responsible for all taxes owed by the Grantee in connection with the Award, regardless of any action the Company or any Related Entity takes with respect to any tax withholding obligations that arise in connection with the Award. Neither the Company nor any Related Entity makes any representation or undertaking regarding the treatment of any tax withholding in connection with any aspect of the Award, including the grant, vesting, assignment, release or cancellation of the Units, the delivery of Shares, the payment of any Cash Dividend Equivalents, the subsequent sale of any Shares acquired upon vesting and the receipt of any dividends or dividend equivalents. The Company does not commit and is under no obligation to structure the Award to reduce or eliminate the Grantee’s tax liability.

4.2 Payment of Withholding Taxes . Prior to any event in connection with the Award (e.g., vesting) that the Company determines may result in any tax withholding obligation, whether United States federal, state, local or non-U.S., including any social insurance, employment tax, payment on account or other tax-related obligation (the “ Tax Withholding Obligation ”), the Grantee must arrange for the satisfaction of the minimum amount of such Tax Withholding Obligation in a manner acceptable to the Company.

(a) By Share Withholding. If permissible under Applicable Law, the Grantee authorizes the Company to, upon the exercise of its sole discretion, withhold from those Shares otherwise issuable to the Grantee the whole number of Shares sufficient to satisfy the minimum applicable Tax Withholding Obligation. The Grantee acknowledges that the withheld Shares may not be sufficient to satisfy the Grantee’s minimum Tax Withholding Obligation. Accordingly, the Grantee agrees to pay to the Company or any Related Entity as soon as practicable, including through additional payroll withholding, any amount of the Tax Withholding Obligation that is not satisfied by the withholding of Shares described above.

(b) By Sale of Shares . Unless the Grantee determines to satisfy the Tax Withholding Obligation by some other means in accordance with clause (iii) below, the Grantee’s acceptance of this Award constitutes the Grantee’s instruction and authorization to the Company and any brokerage firm determined acceptable to the Company for such purpose to, upon the exercise of Company’s sole discretion, sell on the Grantee’s behalf a whole number of Shares from those Shares issuable to the Grantee as the Company determines to be appropriate to generate cash proceeds sufficient to satisfy the minimum applicable Tax Withholding Obligation. Such Shares will be sold on the day such Tax Withholding Obligation arises (e.g., a vesting date) or as soon thereafter as practicable. The Grantee will be responsible for all broker’s fees and other costs of sale, and the Grantee agrees to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to any such sale. To the extent the proceeds of such sale exceed the Grantee’s minimum Tax Withholding Obligation, the Company agrees to pay such excess in cash to the Grantee. The Grantee acknowledges that the Company or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy the Grantee’s minimum Tax Withholding Obligation. Accordingly, the Grantee agrees to pay to the Company or any Related Entity as soon as practicable, including through additional payroll withholding, any amount of the Tax Withholding Obligation that is not satisfied by the sale of Shares described above.

(c) By Check, Wire Transfer or Other Means . At any time not less than five (5) business days (or such fewer number of business days as determined by the Administrator) before any Tax Withholding Obligation arises (e.g., a vesting date), the Grantee may elect to satisfy the Grantee’s Tax Withholding Obligation by delivering to the Company an amount that the Company determines is sufficient to satisfy the

Tax Withholding Obligation by (x) wire transfer to such account as the Company may direct, (y) delivery of a certified check payable to the Company, or (z) such other means as specified from time to time by the Administrator.

Notwithstanding the foregoing, the Company or a Related Entity also may satisfy any Tax Withholding Obligation by offsetting any amounts (including, but not limited to, salary, bonus and severance payments) payable to the Grantee by the Company and/or a Related Entity. 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 Award, 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.

ARTICLE 5
OTHER PROVISIONS

5.1 Transfer Restrictions . The Units may not be transferred in any manner other than by will or by the laws of descent and distribution.

5.2 Entire Agreement; Governing Law . The Notice, the Plan and these Terms and Conditions 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. These agreements 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 or these Terms and Conditions be determined to be illegal or unenforceable, the other provisions shall nevertheless remain effective and shall remain enforceable.

5.3 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 Award 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.

5.4 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.

5.5 Venue and Waiver of Jury Trial . 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 exclusively 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 ANY SUCH SUIT, ACTION OR PROCEEDING. If any one or more provisions of this Section 5.5 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.

5.6 Notices . Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given upon personal delivery, upon deposit for delivery by an internationally recognized express mail courier service or upon deposit in the United States mail by certified mail (if the parties are within the United States), with postage and fees prepaid, addressed to the other party at its address as shown in these instruments, or to such other address as such party may designate in writing from time to time to the other party.

5.7 Nature of Award . In accepting the Award, the Grantee acknowledges and agrees that:

(a) the Plan is established voluntarily by the Company, it is discretionary in nature, and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and these Terms and Conditions;

(b) the Award is voluntary and occasional and does not create any contractual or other right to receive future awards of Units, or benefits in lieu of Units, even if Units have been awarded repeatedly in the past;

(d) the Grantee’s participation in the Plan is voluntary;

(e) the Grantee’s participation in the Plan shall not create a right to any employment with the Grantee’s employer and shall not interfere with the ability of the Company or the employer to terminate the Grantee’s employment relationship, if any, at any time;

(f) the Award is not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or any Related Entity;

(g) in the event that the Grantee is not an Employee of the Company or any Related Entity, the Award and the Grantee’s participation in the Plan will not be interpreted to form an employment or service contract or relationship with the Company or any Related Entity;

(h) the future value of the underlying Shares is unknown and cannot be predicted with certainty;

(i) in consideration of the Award, no claim or entitlement to compensation or damages shall arise from termination of the Award or diminution in value of the Award or Shares acquired upon vesting of the Award, resulting from termination of the Grantee’s Continuous Service by the Company or any Related Entity (for any reason whatsoever and whether or not in breach of local labor laws) and in consideration of the grant of the Award, the Grantee irrevocably releases the Company and any Related Entity from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing the Notice, the Grantee shall be deemed irrevocably to have waived his or her right to pursue or seek remedy for any such claim or entitlement;

(j) in the event of termination of the Grantee’s Continuous Service (whether or not in breach of local labor laws), the Grantee’s right to receive Awards under the Plan and to vest in such Awards, if any, will terminate effective as of the date that the Grantee is no longer providing services and will not be extended by any notice period mandated under local law ( e.g. , providing services would not include a period of “garden

leave” or similar period pursuant to local law); furthermore, in the event of termination of the Grantee’s Continuous Service (whether or not in breach of local labor laws), the Administrator shall have the exclusive discretion to determine when the Grantee is no longer providing services for purposes of this Award;

(k) the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Grantee’s participation in the Plan or the Grantee’s acquisition or sale of the underlying Shares; and

(l) the Grantee is hereby advised to consult with the Grantee’s own personal tax, legal and financial advisers regarding the Grantee’s participation in the Plan before taking any action related to the Plan.

5.8 Data Privacy .

(a) The Grantee hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Grantee’s personal data as described in the Notice and these Terms and Conditions by and among, as applicable, the Grantee’s employer, the Company and any Related Entity for the exclusive purpose of implementing, administering and managing the Grantee’s participation in the Plan.

(b) The Grantee understands that the Company and the Grantee’s employer may hold certain personal information about the Grantee, including, but not limited to, the Grantee’s name, home address and telephone number, date of birth, social insurance or other identification number, salary, nationality, job title, any Shares or directorships held in the Company, details of all Units or any other entitlement to Shares awarded, canceled, vested, unvested or outstanding in the Grantee’s favor, for the exclusive purpose of implementing, administering and managing the Plan (“ Data ”).

(c) The Grantee understands that Data will be transferred to any third party assisting the Company with the implementation, administration and management of the Plan. The Grantee understands that the recipients of the Data may be located in the Grantee’s country, or elsewhere, and that the recipients’ country may have different data privacy laws and protections than the Grantee’s country. The Grantee understands that the Grantee may request a list with the names and addresses of any potential recipients of the Data by contacting the Grantee’s local human resources representative. The Grantee authorizes the Company and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing the Grantee’s participation in the Plan. The Grantee understands that Data will be held only as long as is necessary to implement, administer and manage the Grantee’s participation in the Plan. The Grantee understands that the Grantee may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Grantee’s local human resources representative. The Grantee understands, however, that refusal or withdrawal of consent may affect the Grantee’s ability to participate in the Plan. For more information on the consequences of the Grantee’s refusal to consent or withdrawal of consent, the Grantee understands that the Grantee may contact the Grantee’s local human resources representative.

5.9 Language . If the Grantee has received these Terms and Conditions or any other document related to the Plan translated into a language other than English and if the translated version is different than the English version, the English version will control, unless otherwise prescribed by Applicable Law.

5.10 Amendment and Delay to Meet the Requirements of Section 409A . The Grantee acknowledges that the Company, in the exercise of its sole discretion and without the consent of the Grantee, may amend or modify these Terms and Conditions in any manner and delay the issuance of any Shares issuable pursuant to

these Terms and Conditions to the minimum extent necessary to meet the requirements of Section 409A of the Code as amplified by any Treasury regulations or guidance from the Internal Revenue Service as the Company deems appropriate or advisable. In addition, the Company makes no representation that the Award will comply with Section 409A of the Code and makes no undertaking to prevent Section 409A of the Code from applying to the Award or to mitigate its effects on any deferrals or payments made in respect of the Units. The Grantee is encouraged to consult a tax adviser regarding the potential impact of Section 409A of the Code.

* * * * *

Exhibit 10.5

VEECO INSTRUMENTS INC. 2010 STOCK INCENTIVE PLAN

NOTICE OF RESTRICTED STOCK AWARD (NON-EMPLOYEE DIRECTOR 2011)

Veeco Instruments Inc. (the “ Company ”), is pleased to confirm the award to the non-employee Director of the Company named below (“ Grantee ”) of restricted shares of common stock, par value $0.01 per share, of the Company described below, subject to the terms and conditions of this Notice of Restricted Stock Award (Non-Employee Director 2011) (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 Restricted Stock Award (Non-Employee Director 2011) (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:

Aggregate number of shares of
Restricted Stock subject to the Award

(the “ Award ”):

Vesting/Lapsing of Restrictions :

Subject to Grantee’s Continuous Service, one hundred percent (100%) of the shares comprising the Award will vest, and the restrictions with respect to such shares shall lapse, on the earlier to occur of: (i) the date immediately preceding the date of the Company’s 2013 Annual Meeting of Stockholders; or (ii) the first (1 st ) anniversary of the Award Date.

In the event of a Corporate Transaction, one hundred percent (100%) of the shares comprising the Award shall vest, and the restrictions with respect to such shares shall lapse, immediately prior to the specified effective date of such Corporate Transaction, provided that the Grantee’s Continuous Service has not terminated prior to such date.

Additional Provisions :

This Award shall be subject to the terms and conditions set forth in the Veeco Instruments Inc. 2010 Stock Incentive Plan (the “ Plan ”) and the Veeco Instruments Inc. Terms and Conditions of Restricted Stock Award (Non-Employee Director 2011) (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 RESTRICTED STOCK AWARD
(NON-EMPLOYEE DIRECTOR 2011)

These TERMS AND CONDITIONS OF RESTRICTED STOCK AWARD (NON-EMPLOYEE DIRECTOR 2011) (these “ Terms and Conditions ”) apply to any award by Veeco Instruments Inc., a Delaware corporation (the “ Company ”), of the Company’s common stock, par value $0.01 per share (“ Common Stock ”), subject to certain restrictions (“ Restricted 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
DEFINITIONS

1.1 In General . Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Plan and/or the applicable Notice of Restricted Stock Award (Non-Employee Director 2011) (the “ Notice ”). In addition, wherever the following term is used in these Terms and Conditions, it shall have the meaning specified below, unless the context clearly indicates otherwise.

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

ARTICLE 2
RESTRICTED STOCK AWARD

2.1 Award of Restricted Stock . The Award is made in consideration of the Grantee’s service as a non-employee Director of the Company and for other good and valuable consideration which the Administrator has determined exceeds the aggregate par value of the shares of Common Stock subject to the Award. Pursuant to the Award, the Company issues to the Grantee shares of Restricted Stock as of the Award Date.

2.2 Award Subject to Plan . The Award is subject to the terms and provisions of the Plan, including the provisions of Section 11 of the Plan in the event of a Corporate Transaction.

ARTICLE 3
RESTRICTIONS

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 Grantee’s rights thereto shall vest, on the earlier to occur of: (i) the date immediately preceding the date of the Company’s

2012 Annual Meeting of Stockholders; or (ii) the first (1 st ) anniversary of the Award Date (the “ Vesting Date ”), provided, in each case, that the Grantee remains in Continuous Service through the Vesting Date. Subject to Section 3.1, in the event of a Corporate Transaction, the Restrictions shall lapse with respect to the Restricted Stock subject to the Award, and the Grantee’s rights thereto shall vest, immediately prior to the specified effective date of such Corporate Transaction, provided that the Grantee remains in Continuous Service through such date. Notwithstanding the foregoing, the Restrictions shall lapse with respect to the Restricted Stock subject to the Award, and the Grantee’s rights thereto shall vest, if the Grantee’s Continuous Service terminates due to the Grantee’s death or Disability.

3.4 Payment of Taxes; Issuance of Shares .

(b) If the Company is required to withhold any such taxes, Grantee hereby authorizes the Company and any brokerage firm determined acceptable to the Company for such purposes to sell on Grantee’s behalf a whole number of Shares from the number of vested Shares delivered to Grantee at the time the Restrictions lapse to generate cash proceeds sufficient to satisfy the tax withholding obligation. The Shares will be sold as soon as practicable following the day the tax withholding obligation arises. The Grantee will be responsible for all brokerage fees and other costs of sale and Grantee agrees to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to any such sale. Grantee acknowledges that the Company or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy Grantee’s tax withholding obligation. Accordingly, Grantee agrees to pay to the Company as soon as practicable any amount of the tax withholding obligation that is not satisfied by the sale of Shares described above. The Company may, at its discretion, fulfill its tax withholding obligation by reducing the number of vested Shares delivered to Grantee at the time the Restrictions lapse by the number of Shares required to satisfy such tax withholding requirements (based on the Fair Market Value of Shares at such time). Such Shares shall be returned to the Company. Grantee’s acknowledgement and acceptance of these tax provisions are conditions precedent to the right of Grantee to receive the Award under the Plan and these Terms and Conditions.

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

ARTICLE 4
OTHER PROVISIONS

all dividends or other distributions paid or made with respect to the Shares; provided , however , that any and all Additional Securities received by the Grantee with respect to such Restricted Stock shall, as provided in Section 3.6, also be subject to the Restrictions until the Restrictions on the underlying Shares lapse or are removed pursuant to these Terms and Conditions.

4.4 Not a Contract . Nothing in the Notice, these Terms and Conditions or the Plan shall confer upon the Grantee 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 Grantee.

4.6 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.

4.13 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 Shares. 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 vested Shares delivered to Grantee at the time the Restrictions lapse, as contemplated by Section 3.4 above, to satisfy such Tax-Related Items.

* * * * *

Exhibit 10.6

VEECO INSTRUMENTS INC. 2010 STOCK INCENTIVE PLAN
NOTICE AND AGREEMENT OF RESTRICTED STOCK AWARD

Veeco Instruments Inc. (“ Veeco ” or the “ Company ”), is pleased to confirm the award to the individual named below (“ Grantee ”) of restricted shares of common stock, par value $0.01 per share, of the Company described below, subject to the terms and conditions of this Notice and Agreement of Restricted Stock 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 Performance-Based Restricted Stock Award (2012) (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:

Aggregate Number of Shares Subject to the Award (the “Award”):

Vesting

The Award shall be eligible to vest only upon the attainment of the Primary or Secondary Performance Criteria as defined below, as determined by the Committee consistent with the requirements of Section 162(m) of the Code. Any portion of the Award, up to 100% of the award, not earned based on the Primary Performance Criteria and the Secondary Performance Criteria shall be forfeited and deemed reconveyed to the Company upon that determination by the Committee, and the Company shall thereafter be the legal and beneficial owner of such reconveyed Shares and shall have all right and interest in or related thereto without further action by the Grantee.

Subject to the Grantee’s Continuous Service and other limitations set forth in this Notice, the Terms and Conditions and the Plan, the Award will vest in accordance with the following schedule (the “ Vesting Schedule ”):

The Earned performance-based Restricted Stock Award shall vest and the restrictions with respect to one-third of the shares shall lapse on each of the second (2 nd ), third (3 rd ) and fourth (4 th ) anniversaries of the Award Date (each a “ Vesting Date ”). If the Grantee would become vested in a fraction of a share on a Vesting Date, such share shall not vest until the Grantee becomes vested in the entire share on the following Vesting Date.

Performance Criteria Definitions

· “ EBITA ” means Veeco’s cumulative earnings before interest, taxes and amortization.

· “ Revenue ” means Veeco’s gross sales.

· “ EBITA % ” means EBITA divided by Revenue.

· “ Primary Performance Period ” means Veeco’s four fiscal quarters ending June 30, 2013.

· “ Secondary Performance Period ” means Veeco’s four fiscal quarters ending September 30, 2013.

Performance Criteria

If the EBITA % for the Primary Performance Period is equal to or greater than the Primary Performance Period target, the full award will be deemed to have been earned (“Earned”).

If the EBITA % is less than the target for the Primary Performance Period but greater than or equal to the threshold for the Primary Performance Period, a pro-rated portion of the award will be deemed to have been Earned and the balance of the award will be deemed to be unearned (the “Unearned Award”).

If the EBITA % is less than the threshold for the Primary Performance Period, then no portion of the award will be earned and the entire award will become subject to the Secondary Performance Period.

If the EBITA % for the Secondary Performance Period is equal to or greater than the target for the Secondary Performance Period, any Unearned Award will be deemed to have been Earned.

If the EBITA % is less than the Secondary Performance Period target but greater than or equal to the Secondary Performance Period threshold, a pro-rated portion of the Unearned Award will be deemed to have been Earned and the balance of the award will be forfeited.

If the EBITA % is less than the Secondary Performance Period threshold, then no portion of the Unearned Award will be earned and the Unearned Award will be forfeited.

The performance criteria will be measured on the date of filing with the SEC of Veeco’s quarterly report on Form 10-Q for the final quarter of the relevant performance period. The Compensation Committee shall make all determinations and interpretations regarding the performance criteria, including any adjustments as may be deemed appropriate by the Committee in light of acquisitions or divestitures or in the event of any unusual or extraordinary item, transaction, event, or development.

Additional Provisions

This Award shall be subject to the terms and conditions set forth in the Veeco Instruments Inc. 2010 Stock Incentive Plan (the “ Plan ”) and the Veeco Instruments Inc. Terms and Conditions of Performance-Based Restricted Stock Award (2012) (the “ Terms and Conditions ”). As a condition to receiving this Award, Grantee agrees to be bound by the terms of the Company’s current Employee Confidentiality and Inventions Agreement (the “Employee NDA”), a copy of which is attached hereto as Exhibit A. If Grantee has not already done so, Grantee agrees to execute a copy of the Employee NDA to further evidence Grantee’s agreement to those terms.

Grantee must sign this Notice and return it to the Company’s Compensation Department on or before , 2012 or the Award will be forfeited. Return your executed Notice to: Robert Bradshaw by mail at Terminal Drive, Plainview, New York 11803, by fax at 1-516-714-1212 or email at Compensation@Veeco.com.

VEECO INSTRUMENTS INC.

Robert W. Bradshaw
Sr. Vice President, Human Resources

Accepted:


GRANTEE	DATE

VEECO INSTRUMENTS INC. 2010 STOCK INCENTIVE PLAN
TERMS AND CONDITIONS OF PERFORMANCE-BASED RESTRICTED STOCK AWARD
(2012)

These TERMS AND CONDITIONS OF PERFORMANCE-BASED RESTRICTED STOCK AWARD (2012) (these “ Terms and Conditions ”) apply to any award by Veeco Instruments Inc., a Delaware corporation (the “ Company ”), of the Company’s common stock, par value $0.01 per share (“ Common Stock ”), subject to certain restrictions (“ Restricted 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
DEFINITIONS

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

ARTICLE 2
RESTRICTED STOCK AWARD

2.2 Award Subject to Plan . The Award is subject to the terms and provisions of the Plan, including the provisions of Section 11 of the Plan in the event of a Corporate Transaction.

ARTICLE 3
RESTRICTIONS

3.2 Vesting and Lapse of Restrictions . Subject to Section 3.1, and upon achievement of the Primary Performance Criteria or the Secondary Performance Criteria the Restrictions shall lapse with respect to 1/3 of the shares of Restricted Stock subject to the Award, and the Grantee’s rights thereto shall vest, on each of the second (2 nd ), third (3 rd ) and fourth (4 th ) anniversaries of the Award Date (each a “ Vesting Date ”); provided, however, that in each case the Grantee remains in Continuous Service from the Award Date through such Vesting Date. If the Grantee would become vested in a fraction of a share on a Vesting Date, such share shall not vest until the Grantee becomes vested in the entire share on the following Vesting Date.

3.4 Payment of Taxes; Issuance of Shares .

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

3.5 Stop-Transfer Notices . In order to ensure compliance with the Restrictions and any provisions set forth in these Terms and Conditions, the Notice or the Plan, the Company may issue

appropriate “stop transfer” instructions to its transfer agent, if any, and, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records. The Company may issue a “stop transfer” instruction if the Grantee fails to satisfy any tax withholding obligations.

MUNICIPALITY, STATE OR FEDERAL GOVERNMENT OR FOREIGN COUNTRY IN WHICH GRANTEE MAY RESIDE, AND THE TAX CONSEQUENCES OF GRANTEE’S DEATH.

ARTICLE 4
OTHER PROVISIONS

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.

4.13 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 Shares. 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 to cause the sale of vested Shares on Grantee’s behalf or reduce the number of vested Shares delivered to Grantee at the time the Restrictions lapse, as contemplated by Section 3.4 above, to satisfy such Tax-Related Items.

* * * * *

Exhibit 31.1

CERTIFICATION PURSUANT TO
RULE 13a — 14(a) or RULE 15d — 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934

I, John R. Peeler, certify that:

1. I have reviewed this quarterly report on Form 10-Q for the period ended June 30, 2012 of Veeco Instruments Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ JOHN R. PEELER
John R. Peeler
Chairman and Chief Executive Officer
Veeco Instruments Inc.
July 27, 2012

Exhibit 31.2

CERTIFICATION PURSUANT TO
RULE 13a — 14(a) or RULE 15d — 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934

I, David D. Glass, certify that:

1. I have reviewed this quarterly report on Form 10-Q for the period ended June 30, 2012 of Veeco Instruments Inc.;

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ DAVID D. GLASS
David D. Glass
Executive Vice President and Chief Financial Officer
Veeco Instruments Inc.
July 27, 2012

Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Veeco Instruments Inc. (the “Company”) on Form 10-Q for the period ended June 30, 2012 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, John R. Peeler, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

	/s/ JOHN R. PEELER
	John R. Peeler
	Chairman and Chief Executive Officer
	Veeco Instruments Inc.
	July 27, 2012

A signed original of this written statement required by Section 906 has been provided to Veeco Instruments Inc. and will be retained by Veeco Instruments Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

Exhibit 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Veeco Instruments Inc. (the “Company”) on Form 10-Q for the period ended June 30, 2012 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, David D. Glass, Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

	/s/ DAVID D. GLASS
	David D. Glass
	Executive Vice President and Chief Financial Officer
	Veeco Instruments Inc.
	July 27, 2012