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

On June 15, 2009, Veeco announced certain senior management changes, including that John F. Rein, Jr., Veeco's Executive Vice President and Chief Financial Officer, plans to retire from Veeco. Veeco also announced that it has retained a search firm to assist in recruiting a new CFO. Mr. Rein will continue in his current role until a successor is named.

In connection with the announcement, Veeco entered into a letter agreement, dated June 19, 2009 with John P. Kiernan, Veeco's Senior Vice President, Finance, Chief Accounting Officer and Corporate Controller, to provide him with a $100,000 retention incentive to be paid following the earlier of 120 days following the date on which a new CFO is named and commences employment (including the event in which Mr. Kiernan is selected as the new CFO) and July 1, 2010. The agreement was designed to ensure Mr. Kiernan's continued service to the Company during the transition to a new CFO. If Mr. Kiernan resigns or is terminated for cause during the retention period, the award will be forfeited. If he is terminated without cause or resigns for "good reason" (as defined in a separate agreement between the Company and Mr. Kiernan) during the retention period, the award will be deemed to have been earned and will be paid on the date it would have otherwise been payable.