8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSION
Washington, DC 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
Valpey-Fisher Corporation(Exact Name of Registrant as Specified in Charter)

Maryland	1-4184	06-0737363
(State or other jurisdiction of incorporation)	Commission File Number	(IRS Employer Identification Number)

75 South Street, Hopkinton, MA	01748
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (508) 435-6831

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, the Board of Directors of Valpey-Fisher Corporation (the “Company”) entered into an agreement with Michael J. Ferrantino, Jr., the Company's President and Chief Executive Officer effective November 1, 2009, which agreement provides that in the event of a change in control of the Company prior to December 31, 2010, the Company will pay him severance equal to two years' base salary, currently an aggregate of $350,000, if he is not employed as President and Chief Executive Officer of the new control entity.

The foregoing summary of the Ferrantino Change in Control Severance Agreement (“Agreement”) is subject to, and qualified in its entirety by, the full text of the Agreement attached hereto as Exhibit 10.1 and incorporated herein by reference.

This Agreement supersedes and terminates the Change in Control Retention Agreement, dated April 4, 2007 and amended effective August 7, 2008, between the Company and Mr.  Ferrantino, Jr.

Item 9.01.	Financial Statements and Exhibits.
	Exhibit No.	Description
	10.1	Change in Control Severance Agreement, dated October 21, 2009, between the Company and Michael J. Ferrantino, Jr.

Signature

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.

		Valpey-Fisher Corporation
Date:	October 27, 2009	By:	/s/ Michael J. Kroll
			Michael J. Kroll
			Vice President, Treasurer and
			Chief Financial Officer

EX-10.1

Exhibit 10.1

October 21, 2009

Mr. Michael J. Ferrantino, Jr.
12 Martingale Lane
Andover, MA  01810

Dear Michael:

This letter will confirm the agreement between Valpey-Fisher Corporation (the “Company”) and you concerning amounts payable to you as severance in the event of a change in control of the Company prior to December 31, 2010.

In the event of a change in control of Valpey-Fisher prior to December 31, 2010, you will be paid a 2x annual base salary as severance in the event you are not offered a position of President and Chief Executive Officer of the new control entity.

For the purposes of this letter, a change in control of the Company shall occur:

a)  if any “Person”, as such term is used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “exchange Act”) (provided that the term “Person” shall not include Theodore Valpey, Jr., the Company, any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock in the Company), becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 70% or more of the combined voting power of the Company’s then outstanding securities;

b)  the stockholders of the Company approve a merger or consolidation of the Company with any other corporation; other than (i) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) 30% or more of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation or (ii) a merger or consolidation effected to implement a re-capitalization of the Company (or similar transaction) in which no “Person” (as hereinabove defined) acquires 70% or more of the combined voting power of the Company’s then outstanding securities; or

c)  the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets.

This Agreement supersedes and terminates the Change in Control Retention Agreement, dated April 4, 2007 and amended effective August 7, 2008, between the Company and you.

Please indicate your agreement by signing this letter in the space provided below.

Sincerely,

VALPEY-FISHER CORPORATION

By /s/ Ted Valpey, Jr.

Ted Valpey, Jr.
Chairman

AGREED AND ACCEPTED:

/s/ Michael J. Ferrantino, Jr.

Michael J. Ferrantino, Jr.