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

	Small Business: H1 Revenue Plan < $30m
	Performance		BonusAward
Maximum	125	%	150	%
Target	100	%	100	%
Threshold	85	%	75	%
	<85	%	0	%

	Medium Business: $30m  < H1 Revenue < $60m
	Performance		BonusAward
Maximum	120	%	150	%
Target	100	%	100	%
Threshold	85	%	75	%
	<85	%	0	%

	Large Business: H1 Revenue > $60m
	Performance		BonusAward
Maximum	110	%	150	%
Target	100	%	100	%
Threshold	85	%	75	%
	<85	%	0	%

·Financial Performance Ranges: Net Cash from Operations

	H1 Net Cash from Operations
	Performance		BonusAward
Maximum	130	%	150	%
Target	100	%	100	%
Threshold	85	%	75	%
	<85	%	0	%

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

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