UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

 

FORM 8-K

 

 

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

 

Date of Report (Date of earliest event reported):  September 12, 2008

 

VEECO INSTRUMENTS INC.

(Exact name of registrant as specified in its charter)

 

 

Terminal Drive, Plainview, New York  11803

(Address of principal executive offices, including zip code)

 

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

 

Not applicable
(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

o                  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o                  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o                  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o                  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Section 5 - Corporate Governance and Management

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

On September 12, 2008, Veeco Instruments Inc. (“Veeco” or the “Company”) adopted a Senior Executive Change in Control Policy to provide certain severance and other benefits to designated senior executives in the event of a change in control of Veeco.  The Policy was implemented to ensure that the executives to whom the policy applies remain available to discharge their duties in respect of a proposed or actual transaction involving a change in control that, if consummated, might result in a loss of such executive’s position with the Company or the surviving entity.  No change in control is contemplated at this time.

 

The policy applies to designated senior executives of Veeco (“Eligible Employees”), including the following executive officers:  John P. Kiernan, Mark R. Munch, Robert P. Oates and William A. Tomeo.  The policy does not apply to John R. Peeler or John F. Rein, Jr., Veeco’s Chief Executive Officer and Chief Financial Officer, respectively.

 

The principal terms of the policy are:

 

(a)                             Upon the consummation of a Change in Control (as defined in the policy), the vesting of all equity awards held by the Eligible Employee shall be accelerated and any outstanding stock options then held by the employee shall remain exercisable until the earlier of (x) 12 months following the date of termination of the employee’s employment and (y) the expiration of the original term of such options.

 

(b)                            If an Eligible Employee’s employment shall be terminated by the Company without Cause (as defined in the policy), or by the Eligible Employee for Good Reason (as defined in the policy), during the period commencing 3 months prior to, and ending 18 months following, a Change in Control, and subject to the Eligible Employee’s execution of a separation and release agreement in a form reasonably satisfactory to the Company:

 

(i)                                      The Company shall pay to the Eligible Employee in a lump sum an amount equal to the sum of (A) his or her then current annual base salary and (B) the target bonus payable to the Eligible Employee pursuant to the Company’s performance-based compensation bonus plan with respect to the fiscal year ending immediately prior to the date of termination, multiplied by 1.5;

 

(ii)                                   The Company shall continue to provide the Eligible Employee with all health and welfare benefits which he or she was participating in or receiving as of the date of termination until the 18-month anniversary of the date of termination; and

 

(iii)                                The Company shall pay to the Eligible Employee a pro-rated amount of the Eligible Employee’s bonus for the fiscal year in which the date of termination occurs.

 

In addition, on September 16, 2008, Veeco entered into an amendment to the employment agreement of Mr. Rein, Veeco’s Executive Vice President and Chief Financial Officer, to add provisions necessary to ensure compliance with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended.

 

On September 12, 2008, Veeco entered into an amendment to the letter agreement with Mr. Oates, Veeco’s Executive Vice President, Process Equipment, to make certain changes to the definition of “Good Reason” under such agreement.

 

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The information in this report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section, nor shall it be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

 

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 hereunto duly authorized.

 

			VEECO INSTRUMENTS INC.
September 16, 2008			By:	/s/ Gregory A. Robbins
				Gregory A. Robbins
				Senior Vice President and General Counsel

 

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