VeecoInstruments Inc. 2009Management Bonus Plan February 27,2009

EXHIBIT 10.1

Veeco Instruments Inc.

2009 Management Bonus Plan

February 27, 2009

·                  Profit Sharing: 25% of Participant’s Bonus Target

·                  Based on Total Veeco EBITA results

·                  Calculated and paid quarterly

·                  Payable when EBITA > 5% of Revenue (subject to review/reduction for Q3’09 and Q4’09, at the discretion of the Compensation Committee)

·                  Suspended for Q1’09 and Q2’09 (representing the forfeiture of 12.5% of total target bonus)

·                  Management Bonus: 75% of Participant’s Bonus Target

·                  Metrics (measured and calculated independently)

·                  50% Individual Performance Objectives

·                  25% Net Cash from Operations

·                  25% Revenue

·                  Individual Performance

·                  Awards will be determined and payable on an annual basis

·                  Based on 3 to 5 “SMART” objectives developed for each participant.

·                  Awards range from 0% (for failing to meet minimum expectations) to 100% (for fully achieving the objective).

·                  Awards for Individual Performance are payable even if awards for financial elements are not payable

·                  Financial Performance

·                  Awards based on Revenue and Net Cash from Operations, each as compared to targets established at the beginning of the two semi-annual performance periods

·                  Financial targets set, measured and paid semi-annually:

·                  First Half 2009: January 2009 to June 2009

·                  Based on the approved Veeco 2009 Business Plan

·                  Weighted 40%

·                  Second Half 2009: July 2009 to December 2009

·                  Established at the beginning of the second half performance period and based on the Veeco 2009 Business Plan and the then current forecast for Second Half performance

·                  Weighted 60%

·                  Metrics established for the following organizations:

·                  Corporate

·                  Process Equipment

·                  Data Storage/MOCVD

·                  MBE

·                  Metrology Group

·                  Optical/Industrial Business Unit (70% BU; 30% MI Group for Revenue Metric)

·                  AFM Business Unit (70% BU; 30% MI Group for Revenue Metric)

·                  Solar (Hybrid approach based on bookings, revenue and expense management)

·                  Financial Performance Ranges: Revenue

·                  Financial Performance Ranges: Net Cash from Operations

Awards will be interpolated for performance between threshold, target and maximum.

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