Exhibit 10.1
SERVICE AGREEMENT
This SERVICE AGREEMENT effective
July 24 2008 (the “Effective Date”), is by and
between Veeco Instruments Inc., a Delaware corporation (the
“Company”), and Edward H. Braun
(“Mr. Braun”).
The Company and Mr. Braun are
parties to an Employment Agreement effective April 27, 2007
(the “Employment Agreement”). The Employment
Agreement provides, among other things, that Mr. Braun would
remain on the Company’s Board of Directors (the
“Board”), would assist in the transition to a new Chief
Executive Officer (“CEO”) and that, following the
appointment of a new CEO, would remain available to resume the role
of CEO of the Company until such time as the new CEO has
demonstrated his ability to successfully lead the Company.
The Board has determined that the transition of the CEO role from
Mr. Braun to John R. Peeler, the Company’s current CEO,
has been successfully completed. The purpose of the
Employment Agreement having been met, the parties now wish to
terminate the Employment Agreement and replace it with this Service
Agreement, on the terms and conditions provided herein.
The Company and Mr. Braun
hereby agree as follows:
1.
Termination of Employment
Agreement .
(a)
The Employment Agreement is
terminated, effective as of the Effective Date.
(b)
The following payments provided
under the Employment Agreement will be accelerated and paid to
Mr. Braun by the Company within 15 days of the Effective
Date:
(i)
$197,198, representing the base
salary which would have been payable to Mr. Braun under the
Employment Agreement for the period from the Effective Date through
December 31, 2008, less the amount payable to Mr. Braun
under Section 2(b) below for the period from the
Effective Date through December 31, 2008;
(ii)
$622,813, representing the amount
which would have been payable to Mr. Braun under the
Employment Agreement with respect to the 2008 Management Bonus Plan
at target, less the amount of the 2008 profit sharing bonus paid to
Mr. Braun in May 2008 for the first quarter;
and
(iii)
$61,887, representing the amount of
car allowance which would have been payable to Mr. Braun under
the Employment Agreement for the duration of the Employment Period
(as defined in the Employment Agreement).
(c)
The stock options and restricted
stock awards granted to Mr. Braun on June 9, 2006 and
April 27, 2007 which have not previously vested or become
exercisable shall become vested and exercisable as of the Effective
Date.
2.
Service .
(a)
Mr. Braun shall remain
available to serve in his present capacity as Chairman of the Board
and will remain available to serve on the Board from the Effective
Date until December 31, 2011. The period beginning on
the Effective Date and continuing through and including
December 31, 2011 shall be referred to as the “Service
Period”; provided, that, if Mr. Braun ceases to serve as
a member of the Board prior to December 31, 2011, then the
Service Period shall end on the date on which Mr. Braun ceases
to serve as a member of the Board.
(b)
During the Service Period, the
Company shall compensate Mr. Braun for his service on the
Board at the rate of $200,000 per year, subject to periodic review
by the Board. In addition, during the Service Period,
Mr. Braun shall be entitled to participate in all group health
and insurance programs available generally to senior executives of
the company (including in the case of health programs, continued
coverage for Mr. Braun’s spouse and eligible
dependents). In the event that Mr. Braun’s
participation in any such plan or program is prohibited by
operation of law or by the terms of such plan or program, the
Company shall arrange to provide Mr. Braun with benefits
substantially similar to those which Mr. Braun would have been
entitled to receive had he been eligible to participate in such
plans and programs. In any event, the level of benefits
provided to Mr. Braun under such plans during the Service
Period shall be equal to the level of benefits provided for active
executives of the Company. Except as provided above,
Mr. Braun shall not be entitled to any additional
compensation, including, without limitation, bonuses, equity
awards, meeting fees, retainers or other compensation, for his
service on the Board or in any other capacity during the Service
Period.
(c)
In addition, the Company will
reimburse Mr. Braun for all reasonable and necessary traveling
expenses and other disbursements incurred by Mr. Braun in
connection with his service on the Board, upon presentation by
Mr. Braun to the Company of appropriate vouchers or
documentation.
(d)
Mr. Braun shall retain the
right to exercise any options to purchase shares of the
Company’s stock which were granted to him prior to the
Effective Date until the earlier of (a) three (3) years
following the end of the Service Period and (b) the expiration
of the original full term of each such option (prov
