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): October 21, 2009

ZYGO CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware	0-12944	06-0964500
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

Laurel Brook Road, Middlefield, Connecticut	06455-0448
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (860) 347-8506

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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 (see General Instruction A.2 below):

[   ]     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.

On October 21, 2009, Zygo Corporation (“Zygo”) and J. Bruce Robinson, its Chief Executive Officer, entered into an Agreement (the “Agreement”), pursuant to which Mr. Robinson will transition from his role as Chief Executive Officer into a consulting position with Zygo. The Agreement provides for Mr. Robinson to retire from serving as the CEO and as a director of Zygo, and to commence his consulting position with the company, upon the retention by Zygo of a new Chief Executive Officer. This transition is expected to occur during Zygo’s current fiscal year. The Agreement also describes payments that Mr. Robinson may receive upon the achievement of certain strategic initiatives by Zygo.

A copy of the Agreement is attached as Exhibit 99.1.

A copy of the press release announcing the Agreement is attached as Exhibit 99.2.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

The following exhibits are filed herewith and this list is intended to constitute the exhibit index:

Exhibit Number	Exhibit Title
99.1	Agreement, dated as of October 21, 2009, by and among Zygo Corporation and J. Bruce Robinson +
99.2	Press Release, dated October 21, 2009, announcing Zygo Corporation’s entry into the Agreement
	+ Confidential treatment has been requested for portions of this exhibit

SIGNATURES

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

	ZYGO CORPORATION
Date: October 27, 2009	By: /s/ WALTER A. SHEPHARD
	Name: Walter A. Shephard
	Title: Vice President Finance, CFO and Treasurer

EXHIBIT INDEX

Exhibit Number	Exhibit Title
99.1	Agreement, dated as of October 21, 2009, by and among Zygo Corporation and J. Bruce Robinson +
99.2	Press Release, dated October 21, 2009, announcing Zygo Corporation’s entry into the Agreement
	+ Confidential treatment has been requested for portions of this exhibit

EX-99.1

Exhibit 99.1

CONFIDENTIAL TREATMENT REQUESTED BY ZYGO CORPORATION FOR CERTAIN
PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2 UNDER THE
SECURITIES EXCHANGE ACT OF 1934

ZYGO CORPORATION
AGREEMENT

     This Agreement is made by and between ZYGO CORPORATION (the “Company”) and J. BRUCE ROBINSON (“Mr. Robinson”) as of the 21st day of October, 2009.

RECITALS:

     A. Mr. Robinson is presently employed as the Chief Executive Officer of the Company pursuant to an employment agreement made by the parties as of January 15, 1999, as amended (the “Employment Agreement”); and

     B. Mr. Robinson desires to retire as an executive officer of the Company and the Company desires to facilitate Mr. Robinson’s retirement, subject to the terms and conditions of this Agreement; and

     C. The Company desires to provide incentive compensation opportunities to Mr. Robinson based upon the completion of certain strategic initiatives prior to Mr. Robinson’s retirement.

     NOW, THEREFORE, the parties agree as follows:

     1.     The Company will retain the services of an executive search firm and otherwise use its commercially reasonable best efforts to recruit and hire a new chief executive officer. Mr. Robinson will use his commercially reasonable best efforts to actively assist the Company in said recruitment process and, for a reasonable transition period of up to three months after the new chief executive officer’s starting date, as determined by the new chief executive officer (the “Transition Period”), to facilitate an orderly transition process for the new chief executive officer. It is contemplated that the process of recruiting and hiring a successor will be completed during the current fiscal year of the Company. Unless determined otherwise by the Company, Mr. Robinson will continue to serve as the Company’s Chief Executive Officer until the new chief executive officer is hired. Mr. Robinson will retire from the Board of Directors of the Company coincident with his retirement as an employee.

2.     The Company is currently pursuing strategic initiatives pursuant to which the Company would [***] (a) [***] and (b) [***]. Subject to the provisions hereof, including this paragraph and numbered paragraph 3 below, Mr. Robinson will be eligible to receive an incentive bonus (“Incentive Bonus”) if the Company completes the [***] by [***], or if the Company completes the [***] by [***]. The Compensation Committee of the Company’s Board of Directors (the “Committee”), acting in its discretion, may extend by as many as 30 days the

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applicable stated date for completion of [***]. The amount of the Incentive Bonus, if any, will be $150,000 if one but not both of [***] occurs by the applicable stated date (including, if applicable, any extension thereof), and $300,000 if both of [***] occur by the applicable stated dates (including, if applicable, any extension thereof). For the purposes of this Agreement, the completion of [***] shall mean [***].

     3.     If Mr. Robinson is eligible to receive an Incentive Bonus pursuant to numbered paragraph 2 above, then the Incentive Bonus will be payable to Mr. Robinson if (and only if) Mr. Robinson satisfies his obligations to the Company pursuant to numbered paragraph 1 above in connection with the recruitment and transitioning of a successor chief executive officer, as determined in good faith by the Committee; it being understood that Mr. Robinson will not be entitled to receive the Incentive Bonus, if any, in the event he fails to satisfy his said obligations. If the Transition Period would otherwise extend beyond [***], then, for purposes of determining whether Mr. Robinson will be entitled to receive the Incentive Bonus (if any), the Transition Period will be deemed to have expired on [***], whether or not a new chief executive officer is hired and the Transition Period is otherwise completed by that date. The amount of any Incentive Bonus earned by Mr. Robinson under this Agreement will be deferred under and payable in 24 quarterly installments beginning six months after the termination of Mr. Robinson’s employment in accordance with the Company’s Nonqualified Deferred Compensation Plan. Notwithstanding the preceding sentence, if Mr. Robinson earns an Incentive Bonus pursuant to numbered paragraph 2 above and this paragraph and if Mr. Robinson dies before receiving payment of the full amount of such earned Incentive Bonus, then the unpaid amount of such Incentive Bonus will be paid to Mr. Robinson’s surviving spouse, if any, or, if none, to his estate, within thirty days after the date of his death.

4.     For a period of four years after Mr. Robinson’s retirement as an employee of the Company pursuant to numbered paragraph 1 above (“Retirement”), Mr. Robinson will provide consulting services to the Company at the reasonable request of the Company’s Chief Executive Officer or, in the discretion of the Chief Executive Officer, a suitable designee, provided that any such services will be provided at Mr. Robinson’s convenience, subject to his other commitments (business or personal) and will not involve a time commitment of more than six hours in any week and may be provided by telephone or video conference or in any other manner that does not require travel by Mr. Robinson. Subject to the provisions hereof, the Company will make monthly payments (“Consulting Payments”) to Mr. Robinson during the four-year consulting period at an annual rate of $112,500 (equal to one-fourth of the annual rate of Mr. Robinson’s contractual salary immediately prior to his retirement as an employee of the Company). Mr. Robinson acknowledges that he will be an independent contractor of the Company (and not an employee) with respect to his consulting services, that, during the period of his consultancy, he will not be entitled to participate in any employee plans maintained by the Company for the benefit of its employees, and that he will be responsible for paying any income, self-employment and other taxes imposed on or with respect to the Consulting Payments. If Mr. Robinson becomes a consultant to the Company pursuant to this numbered paragraph 4 and if Mr.

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Robinson dies before the end of the four-year consulting period, then the total amount of any remaining Consulting Payments that would otherwise have been payable to Mr. Robinson if he had lived will be paid to Mr. Robinson’s surviving spouse, if any, or, if none, to his estate, within thirty days after the date of his death. The Company hereby acknowledges and confirms that, for purposes of determining Mr. Robinson’s rights under the Company’s Equity Incentive Plan and under any award agreement made pursuant to such Plan, Mr. Robinson will be credited with continuing service and continuing employment during the term of his consultancy pursuant to this paragraph.

     5.     Mr. Robinson acknowledges that, upon his Retirement, the consulting payments will be in lieu of any separation payments or benefits that may otherwise be payable to Mr. Robinson, including, without limitation, the severance payments described in Section 11(g) of the Employment Agreement, relating to severance upon termination by the Company without justifiable cause. Mr. Robinson further acknowledges that the provisions of Sections 13, 14 and 15 of the Employment Agreement (relating to certain negative covenants) and his obligations under the Company’s Non-Disclosure Agreement will continue in force and effect beyond his Retirement. If, during his four-year consulting period, Mr. Robinson violates any of the restrictive covenants contained in Section 13 and/or 14 of the Employment Agreement or of his obligations under such Zygo Corporation Non-Disclosure Agreement, then, in addition to any injunctive relief or other damages the Company may obtain (pursuant to Section 15 of the Employment Agreement), Mr. Robinson’s consultancy will terminate, he will not be entitled to any further Consulting Payments, and, in addition to any other rights the Company may have, the Company may, upon demand, require Mr. Robinson to repay (and Mr. Robinson shall so repay) to the Company any prior Consulting Payments. Notwithstanding anything to the contrary contained herein, the Company may condition Mr. Robinson’s right to receive the payment of an Incentive Bonus under this Agreement and/or consulting payments under this Agreement upon the execution and delivery of a reasonable and customary form of general release by Mr. Robinson in favor of the Company, its affiliates and their respective officers, directors and employees, in such form as the Company’s Board of Directors may specify, and the expiration of any applicable revocation period.

     6.     Except as otherwise specified in this Agreement, the Employment Agreement will terminate and be of no further force or effect in the event of and upon Mr. Robinson’s Retirement. Mr. Robinson further acknowledges that he has no further rights under the restricted stock unit grant for 85,000 shares of Company stock that was made to him in January 2008, which grant became vested as to 42,500 shares and expired without being vested as to the remaining 42,500 shares. Mr. Robinson further acknowledges that, as of the date hereof, he has no claims against the Company or any of its affiliates for previously unpaid compensation or benefits.

     7.     This Agreement constitutes the entire Agreement between the parties with respect to the subject matter hereof. To the extent practical and consistent with the intention of the parties, in the event that any provision of this Agreement is held to be unenforceable, such holding shall not affect the enforceability of the other provisions of this Agreement. This Agreement may not be amended other than pursuant to a written instrument signed by the parties.

     8.     Except as otherwise specifically provided herein or in the surviving provisions of Mr. Robinson’s Employment Agreement (with respect to the ability of a party to seek injunctive or other equitable relief from a court), any claim or controversy arising out of or relating to this Agreement or the subject matter hereof shall be resolved exclusively by arbitration. Any such arbitration will be administered in accordance with the Employment Dispute Resolution Rules of the American Arbitration Association (“AAA”), in the Hartford, Connecticut metropolitan area before an experienced employment law arbitrator licensed to practice law in that jurisdiction who has been selected in accordance with such Rules. The Company will pay the fees of the AAA and the arbitrator and will bear the administrative

expenses of any such arbitration proceeding. Each party may be represented by counsel of its or his own choosing and at its or his own expense; provided, however, that attorneys’ fees and costs may be awarded to a prevailing party in the discretion of the arbitrator. The arbitrator’s award will be enforceable, and a judgment may be entered thereon, in a federal or state court of competent jurisdiction in the state where the arbitration was held. The decision of the arbitrator will be final and binding.

     9.     The parties agree to execute and deliver all such further documents, agreements and instruments and take such other and further action as may be necessary or appropriate to carry out the purposes and intent of this Agreement.

     10.     This Agreement shall be governed by and construed in accordance with the laws of the State of Connecticut applicable to agreements made and to be performed therein.

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

ZYGO CORPORATION
By:	/s/ Bruce W. Worster
Bruce W. Worster, Chairman of the Board
/s/ J. Bruce Robinson
J. Bruce Robinson

EX-99.2

Exhibit 99.2

For Further Information Call:
Dr. Bruce Worster
          Chairman of the Board of Directors
          Voice: 860-704-3946
          inquire@zygo.com

For Immediate Release

ZYGO ANNOUNCES LEADERSHIP TRANSITION PLAN

MIDDLEFIELD, CT, October 21, 2009 - Zygo Corporation (NASDAQ: ZIGO) today announced that Chief Executive Officer J. Bruce Robinson, 67, will be retiring after leading the Company for over ten years. Mr. Robinson plans to transition from his current role as CEO and director into a non-director consulting position with ZYGO. The transition is expected to occur during the second half of ZYGO’s current fiscal year.

Chairman Bruce Worster and Governance Committee Chair Carol Wallace will lead ZYGO’s Board of Directors in the CEO search and selection process. The Board has retained Spencer Stuart, an executive search firm, to assist in recruiting a new CEO, with Mr. Robinson assisting in the search and remaining in his current role until such time as a successor is named.

The Board of Directors has identified a number of strategic initiatives that Mr. Robinson will be working to achieve during his transition, and the Company has entered into an Agreement with Mr. Robinson that includes payments he may receive upon the successful achievement of these initiatives.

Mr. Robinson commented, “The last decade has been a time of tremendous progress and change at ZYGO. We expanded our served markets, increased our breadth of products, and consistently demonstrated our unique value to the worldwide optics and electronics industries. The Board and I believe it is an appropriate time to focus on CEO succession planning, and I look forward to working closely with the Board in my transition to a consulting position with ZYGO. Consistent with our recent strategic announcements, my priority today is to continue to leverage the strength of our optical and metrology technologies by partnering with leading companies that possess the worldwide sales, service, and support infrastructure necessary to broaden the reach of our products.”

Chairman Bruce Worster commented, “We will search for a CEO successor who has the qualifications, leadership, and vision to guide the Company forward. Bruce’s contributions to ZYGO during the last ten years are innumerable, and his continued dedication during this transition will be a great benefit to the Company. The Board will work closely with Bruce and the other members of the senior management team to ensure a smooth transition and transfer of responsibilities once a new CEO is named. We want to thank Bruce for his many contributions to the Company, and to wish him all the best in the future.”

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Zygo Corporation is a worldwide supplier of optical metrology instruments, precision optics, and electro-optical design and manufacturing services, serving customers in the semiconductor capital equipment and industrial markets.

Forward-Looking Statements
All statements other than statements of historical fact included in this news release regarding financial performance, condition and operations, and the business strategy, plans, anticipated sales, orders, market acceptance, growth rates, market opportunities, and objectives of management of the Company for future operations are forward-looking statements. Forward-looking statements are intended to provide management's current expectations or plans for the future operating and financial performance of the Company based upon information currently available and assumptions currently believed to be valid. Forward-looking statements can be identified by the use of words such as "anticipate," "believe," "estimate," "expect," "intend," "plans," "strategy," "project," and other words of similar meaning in connection with a discussion of future operating or financial performance. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors. Among the important factors that could cause actual events to differ materially from those in the forward-looking statements are fluctuations in capital spending of our customers; fluctuations in net sales to our major customer; manufacturing and supplier risks; risks of order cancellations, push-outs and de-bookings; dependence on timing and market acceptance of new product development; rapid technological and market change; risks in international operations; dependence on proprietary technology and key personnel; length of the sales cycle; environmental regulations; investment portfolio returns; fluctuations in our stock price; the risk that anticipated growth opportunities may be smaller than anticipated or may not be realized; and the risk related to the Company’s transition to new senior management. Zygo Corporation undertakes no obligation to publicly update or revise forward-looking statements to reflect events or circumstances after the date of this news release. Further information on potential factors that could affect Zygo Corporation's business is described in our reports on file with the Securities and Exchange Commission, including our Form 10-K for the fiscal year ended June 30, 2009, filed with the Securities and Exchange Commission on September 14, 2009.

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