8-K

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): December 19, 2008

CHYRON CORPORATION

(Exact Name of Registrant as Specified in its Charter)

New York	1-9014	11-2117385
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

5 Hub Drive
Melville, New York	11747
(Address of Principal Executive Offices)	(Zip Code)

Registrant's telephone number, including area code: (631) 845-2000

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:

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

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

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

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

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

(a) On December 19, 2008, Eugene M. Weber notified Chyron Corporation (the "Company") that he will resign from the Company's Board of Directors, effective December 31, 2008, due to other commitments. Mr. Weber has served as a director since July 1995 and currently serves as the chair of the Audit Committee. The Company intends to appoint existing director Roger L. Ogden to serve on the Audit Committee prior to the effective date of Mr. Weber's resignation. The Company thanks Mr. Weber for his service as a member of the Board. Mr. Weber and the Company note that Mr. Weber is not resigning because of any disagreement with the Company on any matter relating to the Company's operations, policies or practices.

In addition, the Company has entered into a consulting agreement (the "Consulting Agreement") with Mr. Weber under which Mr. Weber will provide financial consulting services to the Company's management following his resignation through July 31, 2009. Mr. Weber will receive no compensation for his services other than the continued vesting of his outstanding stock options through the term of the Consulting Agreement. A copy of the Consulting Agreement is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

99.1 Consulting Agreement between the Company and Eugene M. Weber, dated as of December 19, 2008.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

	CHYRON CORPORATION
By:	/s/ Jerry Kieliszak
Name:	Jerry Kieliszak
Title:	Senior Vice President and
	Chief Financial Officer

Date: December 19, 2008

Exhibit No.	Description
99.1	Consulting Agreement between the Company and Eugene M. Weber, dated as of December 19, 2008.

EX-99.1

CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT ("Agreement") is being entered into this 19^th day of December, 2008 by and between CHYRON CORPORATION, located at 5 Hub Drive, Melville, New York, 11747 ("Chyron" or the "Company") and Eugene Weber, an individual residing at 1806 Vellejo Street, San Francisco, CA 94123 ("Weber").

  WITNESSETH:

WHEREAS, Weber has been a Director of the Company since 1995 and Chairman of the Audit Committee since 2003;

WHEREAS, Weber's advice, guidance, and counseling has been instrumental to the oversight of the management and operations of the Company;

WHEREAS, Weber desires to resign as a Director effective as of December 31, 2008; and

WHEREAS, Chyron desires to have Weber consult with the Company as to financial and certain other matters on a transitional basis to provide continuity.

NOW, THEREFORE, in consideration of the foregoing premises, and intending to be legally bound hereby, the parties hereto agree as follows:

1. Consulting Services.  Weber agrees to provide advice and consulting services to the senior management of the Company regarding financial, audit, and such other transitional matters as may be reasonably requested by the Chief Executive Officer or Chief Financial Officer of the Company, from time to time.  The consulting period shall commence as of January 1, 2009 and shall continue until July 31, 2009 (the "Consulting Period").
2. Payment.  In consideration of such services and as full payment for such services, the Company hereby agrees that Weber's current unvested options ("Options") representing an aggregate of 12,917 shares shall continue to vest in accordance with the current vesting schedule for such Options as if Weber had remained as a full time Director through July 31, 2009.
3. Termination.  This Agreement can be terminated by Weber at any time upon thirty (30) days written notice and any further obligation by the Company to Weber hereunder (including the continued vesting of his Options) shall terminate at the end of such 30 day notice period. The Company can terminate this Agreement for cause immediately if Weber (i)  is charged with a felony crime; (ii) willfully commits an act or willfully omits to take any action in bad faith and to the material detriment to the Company; (iii) intentionally violates the federal
   
    

   
   securities laws, or (iv) commits an act of deliberate dishonesty or fraud against the Company. Additionally, this Agreement shall terminate in the event of the death of Weber. If terminated by the Company pursuant to this Section 3, all unvested Options shall no longer continue to vest.

4. Entire Agreement; Modification.   This Agreement sets forth the entire understanding of the parties with respect to Weber's consulting services, supersedes all existing agreements between them concerning the subject matter hereof, and may be modified only by a written instrument duly executed by both parties.
5. Notices.  Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be mailed by certified mail, return receipt requested; or delivered against receipt to the party to whom it is to be given; or by email provided there is confirmation of receipt of such email by the recipient.
6.  No Transferability.  The rights and obligations under this Agreement are not transferable by assignment or by operation of law and any purported assignment shall be null and void.  Weber's rights hereunder shall not be subject to encumbrance or the claims of Weber's creditors and any attempt to do so shall be null and void. 
7. Arbitration.  Any controversy or claim arising out of or relating to this Agreement or the alleged breach thereof, shall be settled by arbitration in the City of New York  by a national provider of arbitration services. Judgment upon the award rendered by the arbitrators may be entered in any court have jurisdiction over the parties.
8. Counterparts; Governing Law.  This Agreement may be executed in any number of counterparts (and by facsimile or electronically by signature sent in PDF format), each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.  This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to the rules governing the conflicts of laws.

IN WITNESS WHEREOF,  the parties have duly executed this Agreement as of the date first written above.

	CHYRON CORPORATION
By:	/s/ Michael Wellesley-Wesley
Name:	Michael Wellesley-Wesley
Title:	President and Chief Executive Officer

/s/ Eugene Weber

Eugene Weber

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