Exhibit 10.37
AMENDMENT NO. 1 TO THE
VEECO INSTRUMENTS INC.
SENIOR EXECUTIVE CHANGE IN CONTROL POLICY
WHEREAS , Veeco Instruments Inc. adopted and maintains
the Veeco Instruments Inc. Senior Executive Change in Control
Policy (the “Policy”) for the benefit of eligible
executive employees;
WHEREAS, Section 13 of the Policy reserves to the
Company the right to amend the Policy at any time, subject to
specific limitations set forth therein; and
WHEREAS , the Company desires to amend the Policy as set
forth below:
NOW , THEREFORE , the Policy is hereby
amended as follows, effective as of the date of its initial
adoption, September 12, 2008:
1.
The definition of Change in Control in Section 2 of the Policy
is amended in its entirety to state as follows:
“ Change in Control
” shall mean:
(i)
any person or group acquires stock of the Company that, together
with stock held by such person or group, constitutes more than 50%
of the total fair market value or total voting power of the stock
of the Company. However, if any person or group is considered to
own more than 50% of the total fair market value or total voting
power of the stock of the Company, the acquisition of additional
stock by the same person or group is not considered to cause a
Change in Control of the Company. An increase in the percentage of
stock owned by any person or group as a result of a transaction in
which the Company acquires its stock in exchange for property will
be treated as an acquisition of stock for purposes of this
subsection. This subsection applies only when there is a transfer
of stock of the Company (or issuance of stock of such entity) and
stock in such entity remains outstanding after the
transaction;
(ii)
any person or group acquires (or has acquired during the 12-month
period ending on the date of the most recent acquisition by such
person or group) ownership of stock of the Company possessing 30%
or more of the total voting power of the stock of the
Company;
(iii)
a majority of members of the Board is replaced during any 12-month
period by Directors whose appointment or election is not endorsed
by a majority of the members of the such entity’s Board or
Directors prior to the date of the appointment or election;
or
(iv)
any person or group acquires (or has acquired during the 12-month
period ending on the date of the most recent acquisition by such
person or group) substantially all of the assets of the Company
immediately prior to such acquisition or acquisitions. However, no
Change in Control shall be deemed to occur under this subsection
(iv) as a result of a transfer to:
