EXHIBIT 10.3 AMENDMENT TO THE AMENDED AND RESTATED VEECO INSTRUMENTS INC. 1994 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS Amendment, dated May 21, 1999, to the Amended and Restated Veeco Instruments Inc. 1994 Stock Option Plan for Outside Directors (as the same has been amended to date, the "Directors' Plan"). Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to them in the Directors' Plan. 7. Section 2.1 of the Directors' Plan is hereby amended and restated in its entirety to read as follows: "2.1 SHARES SUBJECT TO PLAN The maximum number of Shares that may be issued or transferred pursuant to Options under this Plan shall be 215,000. The Company shall reserve such number of Shares for the purposes of the Plan, out of its authorized but unissued Shares or out of Shares held in the Company's treasury, or partly out of cash. If any Shares that have been subject to an Option cease to be subject thereto, such Shares may again be the subject of Options hereunder. 8. As amended by paragraph 1 hereof, all of the provisions of the Directors' Plan shall remain in full force and effect. 9. This Amendment was approved by the Board of Directors of the Company on March 30, 1999 and by the stockholders of the Company on May 21, 1999.