|                                  
|----------------------------------
|UNITED STATES                     
|SECURITIES AND EXCHANGE COMMISSION
|WASHINGTON, D.C. 20549            
|                                  
|FORM 10-K/A                       

(Mark One)


|   |                                                                                                  
|-- | -------------------------------------------------------------------------------------------------
|x  | Annual Report Pursuant to Section 13 or 15(d) of the
 Securities Exchange Act of 1934            
|   | For the fiscal year ended June 30, 2009                                                          
|Or |                                                                                                  
|o  | Transition Report Pursuant to Section 13 or 15(d) of
 the Securities Exchange Act of 1934        
|   | For the transition period from
___________________________ to ___________________________________

Commission file
number 0-12944

|                                                       
|-------------------------------------------------------
|ZYGO CORPORATION                                       
|                                                       
|(Exact name of
 registrant as specified in its charter)

|                                 |  |                                      
|-------------------------------- |  | -------------------------------------
|Delaware                         |  | 06-0864500                           
|                                 |  |                                      
|(State or other
 jurisdiction of |  | (IRS Employer
 Identification Number)
|incorporation or
 organization)  |  |                                      

| |                                                              | 
| | ------------------------------------------------------------ | 
| | Laurel Brook Road,
 Middlefield, Connecticut 06455-1291      | 
| |                                                              | 
| | (Address of principal
 executive offices) (Zip Code)         | 
| |                                                              | 
| | (860) 347-8506                                               | 
| |                                                              | 
| | (Registrants telephone
 number, including area code:)       | 
| |                                                              | 
| | Securities registered
 pursuant to Section 12(b) of the Act: | 
| |                                                             
| | None                                                         | 
| |                                                              | 
| | Securities registered
 pursuant to Section 12(g) of the Act: | 
| |                                                              | 
| | Common Stock, $.10 Par
 Value                                | 

|                                                                                                                                                                                                                                                                                                                                                                                                         |            
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------
|Indicate by check mark if the registrant is a
 well-known seasoned issuer, as defined in Rule 405 of the Securities Act.                                                                                                                                                                                                                                                                                 | YES o  NO x
|                                                                                                                                                                                                                                                                                                                                                                                                         |            
|Indicate by check mark if the registrant is not
 required to file reports pursuant to Section 13 or Section 15(d) of the Act.                                                                                                                                                                                                                                                                            | YES o  NO x
|                                                                                                                                                                                                                                                                                                                                                                                                         |            
|Indicate by check mark whether the registrant (1)
 has filed all reports required to be filed by Section 13 or 15(d) of the
 Securities Exchange Act of 1934 during the preceding 12 months (or for such
 shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
YES o  NO x                                 
|                                                                                                                                                                                                                                                                                                                                                                                                         |            
|Indicate by check mark whether the registrant has
 submitted electronically and posted on its corporate Web site, if any, every
 Interactive Data File required to be submitted and posted pursuant to Rule
 405 of Regulation S-T (§ 229.405 of this chapter) during the preceding 12  months
(or for such shorter period
 that the registrant was required to submit and post such files).
YES o  NO o
|                                                                                                                                                                                                                                                                                                                                                                                                         |            
|Indicate by check mark if disclosure of delinquent
 filers pursuant to Item 405 of Regulation S-K(229.405 of this chapter) is not
 contained herein, and will not be contained, to the best of registrants
 knowledge, in definitive proxy or information statements incorporated by reference in Part
III of this Form
 10-K or any amendment to this Form 10-K.
x                                    

Indicate by check mark whether the registrant is a
large accelerated filer, an accelerated filer, a non-accelerated filer, or a
smaller reporting company. See the definitions of large accelerated filer,
accelerated filer and smaller reporting company in rule 12b-2 of the
Exchange act. (Check one):

|                                                                        |                             |                    
|----------------------------------------------------------------------- | --------------------------- | -------------------
|Large accelerated filer o                                               |                             | Accelerated filer x
|Non-accelerated filer   o (Do not check if a smaller reporting company) | Smaller reporting company o

|                                                                                                         |            
|-------------------------------------------------------------------------------------------------------- | -----------
|Indicate by check mark whether the registrant is a
 shell company (as defined in Rule 12b-2 of the Act). | YES o  NO x

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The aggregate market value of the registrants Common
Stock held by non-affiliates, based upon the closing price of the Common Stock
on December 31, 2008, as reported by the NASDAQ National Market, was
$64,026,111. Shares of Common Stock held by each executive officer and director
and by each person who owns 5% or more of the outstanding Common Stock, based
on filings with the Securities and Exchange Commission, have been excluded
since such persons may be deemed affiliates. This determination of affiliate
status is not necessarily a conclusive determination for other purposes.

Indicate the number of shares outstanding of each of
the registrants classes of Common Stock, as of the latest practicable date.

16,988,156 Shares
of Common Stock, $.10 Par Value, at September 1, 2009

EXPLANATORY NOTE

This Amendment No. 1 on Form 10-K/A (this Amendment)
amends our Annual Report on Form 10-K for the fiscal year ended June 30, 2009
that was filed with the Securities and Exchange Commission (SEC) on September
14, 2009 (the Original Filing; and as amended by this Amendment, this Annual
Report). Because ZYGO has determined that it will not file its definitive
proxy statement within 120 days of the end of its fiscal year ended June 30,
2009, ZYGO is filing this Amendment to include the information required by Part
III and not included in the Original Filing.

In addition, pursuant to the rules of the SEC, Item 15
of Part IV of the Original Filing has been amended to contain currently dated
certifications from our Chief Executive Officer and Chief Financial Officer, as
required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 with respect
to this Form 10-K/A. The currently dated certifications of our Chief Executive
Officer and Chief Financial Officer are attached to this Form 10-K/A as
Exhibits 31.1, 31.2, 32.1 and 32.2. Except with regard to the currently dated
certifications included under said Item 15 and as set forth in Part III below,
no other changes are made to the Original Filing other than the deletion of the
reference on the cover of the Original Filing to the incorporation by reference
of ZYGOs definitive proxy statement into Part III of the Original Filing.
Unless expressly stated, this Amendment does not reflect events occurring after
the filing of the Original Filing, nor does it modify or update in any way the
disclosures contained in the Original Filing.

2

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PART
III

Item 10.
Directors, Executive Officers and Corporate Governance

Following is a list of our current directors, together
with certain information concerning each such individual.

|                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                             |  |     |  |                 | 
|------------------ |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --- |  | --------------- | 
|Director           |  | Principal Occupation During Past Five 
 Years and Certain Other Directorships                                                                                                                                                                                                                                                                                                                                               |  | Age |  | Director
 Since | 
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                             |  |     |  |                 | 
|Eugene G. Banucci  |  | Chairman,
 Founder, and former Chief Executive Officer of ATMI, Inc. (a supplier of
 specialty materials and packaging to the semiconductor industry) for more
 than the last five years. Director of Clean Harbors, Inc.                                                                                                                                                                                                   |  | 66  |  | 2003            | 
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                             |  |     |  |                 | 
|Stephen D. Fantone |  | Founder, Chief
 Executive Officer, and President of Optikos Corporation (an optical
 engineering firm specializing in optical instrumentation, test equipment,
 industrial and medical systems, and consumer products) for more than the last
 five years. Director of Rofin-Sinar Technologies, Inc.                                                                                                                       |  | 56  |  | 2009            | 
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                             |  |     |  |                 | 
|Samuel H. Fuller   |  | Chief Technology
 Officer and Vice President of Research and Development of Analog Devices,
 Inc. (a manufacturer of precision high-performance integrated circuits) for
 more than the last five years.                                                                                                                                                                                                                    |  | 63  |  | 2003            | 
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                             |  |     |  |                 | 
|Seymour E. Liebman |  | Executive Vice
 President, Chief Administrative Officer, and General Counsel of Canon U.S.A.,
 Inc. for more than the last five years. Executive Officer of Canon Inc. since
 April 2009.                                                                                                                                                                                                                                   |  | 60  |  | 1993            | 
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                             |  |     |  |                 | 
|J. Bruce Robinson  |  | Chief Executive
 Officer of ZYGO since June 2009; Chairman and Chief Executive Officer of ZYGO
 from December 2006 to June 2009; Chairman, President, and Chief Executive
 Officer of ZYGO from November 2000 to December 2006; President and Chief
 Executive Officer of ZYGO from November 1999 to November 2000; President of
 ZYGO from February 1999 to November 1999.                                                 |  | 67  |  | 2000            | 
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                             |  |     |  |                 | 
|Robert B. Taylor   |  | Senior Vice
 President for Finance and Administration of the Colonial Williamsburg
 Foundation for more than the last five years. Director of Medidata Solutions,
 Inc.                                                                                                                                                                                                                                                     |  | 62  |  | 1988            | 
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                             |  |     |  |                 | 
|Carol P. Wallace   |  | Chairman,
 President, and Chief Executive Officer of Cooper-Atkins Corporation (a
 worldwide supplier and manufacturer of temperature, time, and humidity
 instruments for global foodservice, HVAC/R, industrial, and OEM markets) for
 more than the last five years. Director of CT Water Service, Inc.                                                                                                                  |  | 54  |  | 2005            | 
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                             |  |     |  |                 | 
|Gary K. Willis     |  | Private Investor
 since November 2001. Mr. Willis served on the Board of Directors of ZYGO from
 February 1992 to November 2000, including Chairman of the Board of Directors
 from November 1998 to November 2000, and served as President and Chief
 Executive Officer from 1992 and 1993 through 1999, respectively. Director of
 Plug Power Corporation, Rofin-Sinar Technologies, Inc., and Vion
 Pharmaceuticals Inc. |  | 64  |  | 2009            | 
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                             |  |     |  |                 | 
|Bruce W. Worster   |  | Chairperson, Zygo
 Corporation from June 2009 to present. Private Investor since 2001. Advisor
 to Peninsula Equity Partners, LLC since 2002; Vice President, Strategic
 Manufacturing Technology of JDS Uniphase Corporation from 1999 to 2001; and
 President of Ultrapointe Corporation (a subsidiary of JDS Uniphase) from 1997
 to 1998.                                                                               |  | 66  |  | 2002            | 

3

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CORPORATE
GOVERNANCE

Board
Matters

As
of the date of this Annual Report, the Board of Directors consisted of nine
members, each of whom was elected at the Annual Meeting of Stockholders held on
June 16, 2009 (the June 2009 Annual Meeting) to serve until our next annual
meeting of stockholders. The Board of Directors has determined that each of
Eugene G. Banucci, Samuel H. Fuller, Robert B. Taylor, Carol P. Wallace, Gary
K. Willis and Bruce W. Worster qualifies as an independent director under
applicable Securities and Exchange Commission rules and regulations and the
NASDAQ Listing Rules. In accordance with contractual arrangements entered into
with Mr. Willis prior to his retirement in 2001, (i) Mr. Willis continues to be
covered under ZYGOs medical insurance plans, with Mr. Willis paying the
premiums therefor, (ii) Mr. Willis continues to be covered under a $1 million
key man life insurance policy, which premium is paid by ZYGO and will be
reimbursed to ZYGO, together with a 5% annual rate of return on the capital
outlay for such policy, from any proceeds of the policy that are paid upon Mr.
Willis death, and (iii) Mr. Willis continues to have a consulting agreement with
ZYGO under which he is paid $6,500 per year. In accordance with their terms,
these contractual arrangements are scheduled to expire when Mr. Willis reaches
the age of 65. The Board of Directors has determined that this historical
relationship and these contractual arrangements would not interfere with Mr.
Willis ability to exercise independent judgment in carrying out the
responsibilities of a director of ZYGO.

Nineteen
meetings of the Board of Directors were held in fiscal 2009. Each director
attended at least 75% of the total number of meetings held during fiscal 2009
of the Board of Directors and Committees on which he or she served that were
held during the period in which the individual served as a Board of Directors
or Committee member. While the Company does not currently have a formal policy
regarding the attendance of directors at the Annual Meeting of Stockholders,
directors are encouraged to attend. Eight of the individuals currently serving
as directors attended the June 2009 Annual Meeting of Stockholders.

Chairperson

In
June 2009, the Board of Directors elected Mr. Worster as Chairperson. The
Chairperson has the following responsibilities: (i) schedule calendar of Board
meetings and preside over executive sessions of the Board and other meetings of
non-management and independent directors and, as appropriate, provide prompt
feedback to the CEO; (ii) serve as a liason between the CEO and the Board of
Directors; (iii) consult with the CEO, with input from the Board of Directors,
regarding the planning of agenda topics for the Board meetings and, as
appropriate, Committee meetings; (iv) monitor significant issues and enterprise
risks that may arise between Board meetings and assure that the entire Board
becomes involved, when appropriate; and (v) undertake other duties as may be
specifically assigned by the Board of Directors on a situational basis.

Committees
of the Board of Directors

The
Board of Directors has an Audit Committee, Compensation Committee, and Corporate
Governance/Nominating Committee to assist it in the discharge of its
responsibilities. A current copy of our Audit Committee Charter, Corporate
Governance/Nominating Committee Charter, Compensation Committee Charter and
Code of Business Conduct and Ethics are available free of charge on our website
at www.zygo.com. Copies of these documents are also available in print free of
charge to any stockholder who requests them. Requests should be sent to
Secretary, Zygo Corporation, Laurel Brook Rd., Middlefield, Connecticut, 06455.

Audit
Committee

The
Audit Committee is responsible for the appointment, compensation, and oversight
of our independent registered public accounting firm which prepares or issues
an audit report or related work, oversees the accounting and financial
reporting processes and audits of the financial statements and reviews the
procedures and policies with respect to internal accounting controls. Twelve
meetings of the Audit Committee were held in fiscal 2009. Ms. Wallace and Messrs.
Taylor and Fuller presently are the members of the Audit Committee and are
independent in accordance with Rule 5605(a)(2) of the NASDAQ Listing Rules and
Rule 10A-3 of the Securities Exchange Act of 1934, as amended. The Board of
Directors has determined that Mr. Taylor, the current chairperson of the Audit
Committee, satisfies the criteria adopted by the Securities and Exchange
Commission to serve as an audit committee financial expert.

4

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Compensation Committee

The
principal role of the Compensation Committee is to oversee the design and
management of our compensation philosophy and compensation programs. The
Compensation Committee supervises our compensation policies; administers the
employee incentive plans; reviews or recommends compensation arrangements for
certain executive officers and key employees; engages, together with the
Corporate Governance/Nominating Committee, in CEO succession planning; approves
significant employee benefits; and recommends to the Board of Directors
amendments to existing employee benefit plans and the adoption of any new
benefit plans.

Since
March 2006, the Compensation Committee has retained Radford, an Aon Consulting
Company (Radford) to assist the Compensation Committee in determining our
total compensation program. Radford reports directly to the Compensation
Committee, and advises it with respect to compensation trends and best
practices, plan design, and the reasonableness of individual compensation
awards. Radford also reviewed our compensation arrangements for our named
executive officers and provided us with comparative market data that identifies
the compensation policies and arrangements offered by similarly-situated public
companies, including executive succession arrangements. Radford provides the
Compensation Committee with analysis regarding salaries, bonuses, equity
programs and employment compensation, as well as providing other consulting
services as determined by the Compensation Committee.

The
Compensation Committee establishes all elements of compensation paid to the CEO
and reviews and approves all elements of compensation paid to our executive
officers, including all of our named executive officers. The CEO, in
consultation with other members of senior management, makes decisions regarding
the compensation of all other executives, subject to review and approval by the
Compensation Committee, including the determination, of performance goals under
our performance-based incentive compensation program. The Compensation
Committee also reviews and makes recommendations to the Board of Directors with
respect to the compensation of all non-employee directors.

Messrs.
Banucci, Fuller, and Willis
presently are the members of the Compensation Committee and are independent in
accordance with the NASDAQ Listing Rules. Mr. Banucci is the chairperson of the
Compensation Committee. The Compensation Committee held four meetings during
fiscal 2009.

Corporate Governance/Nominating Committee

The
Corporate Governance/Nominating Committee considers candidates (and potential
candidates) to serve as directors who are brought to its attention from
whatever source, and recommends to the full Board of Directors the names of
those persons willing to serve and who the committee believes will be in our
overall best interest to have serve as a director. The Corporate
Governance/Nominating Committee utilizes a variety of methods for identifying
and evaluating director candidates. The Corporate Governance/Nominating
Committee may consider candidates recommended by our directors, members of
management, professional search firms, or stockholders. These candidates may be
considered at any point during the year. The Corporate Governance/Nominating
Committee will evaluate any director candidates recommended by a stockholder in
the same manner as candidates otherwise identified by the Corporate
Governance/Nominating Committee. The Corporate Governance/Nominating Committee
does not have minimum qualification requirements for director candidates.
However, it will consider a number of factors in assessing candidates,
including the following:

| |   |                                                                                                                                                                         
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Personal and
 professional qualities, ethical standards, experience, accomplishments and reputation
 in the business community and otherwise; and                       
| |   |                                                                                                                                                                         
| |  | The ability
 and willingness to participate fully in board activities, including
 attendance at, and active participation in, meetings of the board and its
 committees.

The Corporate
Governance/Nominating Committee will also consider whether candidates are
independent and possess leadership qualities. Stockholders who wish to propose
director candidates for consideration by the Corporate Governance/Nominating
Committee may do so by writing to our Secretary, giving the candidates name,
biographical data, and qualifications.

The
Corporate Governance/Nominating Committee also serves as our corporate
governance committee, charged with developing and recommending to the Board of
Directors a set of corporate governance, business conduct, and ethics
principles for ZYGO. The Corporate Governance/Nominating Committee reviews
these principles at least annually and recommends changes to the Board of
Directors when appropriate. Ms. Wallace and Messrs. Banucci and Taylor presently are the members
of the Corporate Governance/Nominating Committee and are independent in
accordance with the NASDAQ Listing Rules. Ms. Wallace is the chairperson of the
Corporate Governance/Nominating Committee. The Corporate Governance/Nominating
Committee held four meetings
during fiscal 2009.

5

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Code of Ethics

The
Board has adopted a Code of Ethics applicable to all employees, including our
executive officers. The Code of Ethics is available on our website at www.zygo.com.

Communications with the Board of Directors

Stockholders
and other interested parties may communicate with the Board of Directors or
specific directors by mail addressed to: Secretary, Zygo Corporation, Laurel
Brook Road, Middlefield, Connecticut, 06455. All communications should include
the address, telephone number, and email address of the person submitting the
communication and clearly indicate whether the communication is intended for
the Board of Directors or an individual member. The Secretary will review all
such communications. The communications that are deemed appropriate will be
forwarded to the appropriate director or directors in advance of each regularly
scheduled meeting of the Board of Directors. Communications will be deemed
inappropriate if they are merely solicitations for products or services or
relate to matters that are of a type that are clearly improper or irrelevant to
the functioning of the Board of Directors or our business and affairs.

Section 16(a) Beneficial Ownership Reporting
Compliance

Section
16(a) of the Securities Exchange Act of 1934 requires our executive officers
and directors, and persons who beneficially own more than ten percent of our
Common Stock, to file initial reports of ownership and reports of changes in
ownership with the Securities and Exchange Commission. Executive officers,
directors, and greater than ten percent beneficial owners are required by the
SEC to furnish us with copies of all Section 16(a) forms they filed.

Based
solely upon a review of the copies of such forms furnished to us and written
representations from our executive officers and directors, we believe that
during fiscal 2009, all Section 16(a) filing requirements applicable to our
executive officers, directors, and greater than ten percent beneficial owners
were complied with on a timely basis.

6

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Item 11. Executive Compensation

Compensation Discussion and Analysis

Overview

The
Compensation Committee of our Board of Directors seeks to align our executive
compensation programs with our values and objectives, management and business
strategies, financial performance, individual performance and increased
stockholder value.

The
Compensation Committee establishes all elements of compensation paid to the
Chief Executive Officer (CEO) and reviews and approves all elements of
compensation paid to our executive officers, including all of the other
executive officers reported in the Summary Compensation Table (these executive
officers, together with the CEO, are referred to as the named executive
officers). The CEO makes decisions regarding the compensation of all other
executives, subject to review and approval by the Compensation Committee. The
Compensation Committee also reviews and makes recommendations to the Board of
Directors with respect to the compensation of all non-employee directors.

Compensation Philosophy and Objectives

We
apply a consistent philosophy to the compensation programs for all employees
based on the principle that our achievements result from the coordinated
efforts of all individuals working toward common objectives. Our basic
philosophy is that the success of both ZYGO and an employee depends on
achieving a level of performance focused on contributions that support our
business goals. Our guiding compensation objectives focus on:

| |   |                                                                                                                                                                                                                   
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | attracting and retaining
 highly qualified individuals to serve in critical positions with us by
 striving to be a highly regarded employer who seeks to offer competitive
 compensation and career opportunities;
| |   |                                                                                                                                                                                                                   
| |  | aligning employee
 compensation with our objectives, financial performance and stockholder
 value; and                                                                                                            
| |   |                                                                                                                                                                                                                   
| |  | sharing our financial
 success with employees.                                                                                                                                                                    

We
support a pay for performance and contributions philosophy by tracking
performance and recognizing and rewarding employee contributions toward
financial success. We strive to implement strategies for delivering
compensation that are well structured, competitive with our peer companies,
provide sufficient emphasis on pay for performance and contributions and are
appropriately aligned with our financial goals and long-term stockholder
returns. Our compensation program is designed to reward our employees for their
performance and contributions to the achievement of key business goals.

Compensation Consultant

The
Compensation Committee has directly engaged Radford as its compensation
consultant to assist in determining our total compensation program. Radford
provides the Compensation Committee with competitive market data and analysis
regarding salaries, bonuses, equity programs, employment contracts, CEO
succession planning and other employee compensation, and makes recommendations
concerning board of director compensation. In addition, Radford provides other
consulting services as determined by the Compensation Committee. See the
discussion below and under the heading Compensation Committee earlier in the
Corporate Governance section of the Annual Report for additional information.

7

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Determining Executive Compensation and Competitive
Positioning

The
Compensation Committee reviews executive officer compensation not less than
annually to ensure it is consistent with our compensation philosophy, company
and individual performance, changes in the market and changes in the
executives individual responsibilities. Each year we conduct a review of each
executive officer, including the CEO. The CEO presents to the Compensation
Committee his evaluation of each executive officer, which includes a review of
the executives contribution and performance during the past year (as compared
to the goals established at the beginning of the year for the executive as
described in more detail below), strengths, weaknesses, development plans and
succession potential. The reviews typically focus on the executives
performance in the past year. The Compensation Committee, based on the CEOs
presentation and the Committees own assessment, then determines which of the
previously set targets were met for each executive and, if appropriate,
approves each executives performance-based incentive award for the past year,
including any discretionary elements to such awards. As part of this review and
analysis, and as more fully described below, the Compensation Committee also
determines the elements of each executive officers total compensation,
including performance-based compensation, for the following fiscal year, taking
into account in each case the CEOs evaluation, the scope of the executives
responsibilities and experience and the Compensation Committees own review of
survey data provided by Radford.

The
Compensation Committee, in determining our CEOs compensation, also takes into
account his position, his years of dedicated service and his industry expertise
along with competitive market data. The Compensation Committee also considers
the CEOs unique responsibilities in overseeing all of our businesses,
operations, development and overall strategy, and his role as the public face
of our company, which shapes our corporate image and identity. These factors
differentiate our CEO from the other named executive officers. In light of
these factors, the Compensation Committee believes that our CEOs compensation
is appropriate and adequately reflects our compensation objectives.

Toward
the end of each fiscal year, executive management, including all of our named
executive officers, develops, and the board of directors approves, our
operating and financial goals for the following year based on the confidential
strategic plan and budget. These company goals drive the specific performance
goals for our named executive officers for the following year. Management works
with the Compensation Committee to establish these goals and the Compensation
Committee approves them at the beginning of each year. The Compensation
Committee establishes goals for our executives so that target attainment is not
assured; meaning the executives receipt of compensation for performance at or
above target will require significant effort on their part. See the discussion
under Performance-Based Incentive Compensation below.

Each
year, the Compensation Committee benchmarks our salary, cash and equity
incentive compensation levels and practices against a peer group of comparable
high-technology companies to determine the amount of named executive officer
compensation. The Compensation Committee believes this group of companies
(described in more detail below) provides an appropriate peer group because we
compete against them for employees at the executive level, are of similar size,
and have similar or best market practices in our industry. The Compensation
Committee uses data that it obtains from these companies through surveys, proxy
statements and other public filings. In addition, this data is supplemented by
survey data provided by Radford on companies within the broader semiconductor
and high technology markets with annual revenues between $50 and $200 million.
The Compensation Committee periodically reviews the companies in our peer group
and adds or removes companies as necessary in an effort to ensure that our peer
group comparisons are meaningful. The companies that comprised our peer group
in fiscal 2009 for the purposes of compensation are: Cohu, Inc., Electro
Scientific Industries, Inc., Excel Technology, Inc., Faro Technologies, Inc.,
GSI Group, Inc., II-VI Incorporated, Intevac, Inc., Keithley Instruments, Inc.,
LeCroy Corp., LTX Corp., Mattson Technology, Inc., Nanometrics, Inc., Newport
Corp., and Rudolph Technologies, Inc.

The
Compensation Committee targets all elements of compensation at the market
median (50th percentile) for our peer group. The Compensation
Committee does not target a specific mix of pay. The Compensation Committee
targets total direct compensation (comprised of base salary, annual cash
incentives and equity-based compensation) to be heavily driven by company
performance. At the target level of performance, total direct compensation is
positioned at the median of our peer group, although actual compensation paid
can be below 25th percentile or above 75th percentile, based on actual
performance. To arrive at these levels of the base salaries, cash incentive
targets, and total direct compensation of our named executive officers, the
Compensation Committee considers corresponding percentile data gathered from
proxy statements for the positions of the named executive officers in relation
to the named executive officers of our peer group, as well as the same data
from published surveys for each position, where available. Further, individuals
may be paid above or below targeted levels based on individual performance and
tenure.

8

---



Fiscal 2009 Executive Compensation Components

Our
compensation philosophy emphasizes incentive compensation with a balance
between short-term and long-term strategic objectives. Consistent with this
philosophy, a significant amount of the total annual target compensation
available to our named executive officers is variable depending on our
financial results. To achieve this, we use equity-based compensation and a
performance-based cash bonus program. The Compensation Committee consulted with
Radford in deciding how to balance our long-term versus short-term incentives.
The performance measurement period for our performance-based cash bonus program
is our fiscal year. Short-term incentives consist of the annual cash bonus
program and our long-term incentives consist of stock options, restricted
stock, and restricted stock units.

In
fiscal 2009, the compensation for the named executive officers was comprised of
the following elements:

| |   |                                          
| | - | -----------------------------------------
| |  | Base salary                              
| |   |                                          
| |  | Performance-based
 incentive compensation
| |   |                                          
| |  | Long-term equity incentive
 compensation 
| |   |                                          
| |  | Deferred compensation and
 other benefits
| |   |                                          
| |  | Perquisites                              

Base Salary: Base salary reflects the
executives responsibilities, performance and expertise and is designed to be
competitive with salary levels in effect at comparable high-technology
companies. The base salary provides a basic level of compensation and is
necessary to recruit and retain executives. As discussed above, the
Compensation Committee (with the CEO for the other named executive officers)
establishes salaries on the basis of personal performance and the advice and
the competitive market data provided by Radford. Temporary salary reductions of
10% were implemented for all officers for the third and fourth quarters of
fiscal 2009. The CEO took a temporary pay reduction of 15% for the third
quarter and 10% for the fourth quarter of fiscal 2009, respectively. In
addition, three unpaid weeks of furlough were taken by all executive officers
during the second half of fiscal 2009.

Performance-Based
Incentive Compensation:
We have designed a performance-based management incentive program to promote
high performance and goal achievement by our executives, including our named
executive officers. Our annual incentive bonus program is tied to the
achievement of pre-established business goals for the fiscal year. The annual
incentive bonus program is designed to support our strategic business
objectives, promote the attainment of specific financial goals, reward
achievement of specific performance objectives, and encourages leadership and
teamwork. The annual cash bonus program targets are based on our confidential
strategic plan and budget for the year. The Compensation Committee establishes
threshold and maximum performance targets in conjunction with management. The
amount of each executives annual incentive bonus program payout is based on
the extent to which we achieve or exceed the targets. Each executive is
assigned a participation level which generally reflects the executives rank and
is expressed as a percentage of the executives base salary. The 2009 annual
cash bonus program participation level as a percentage of the executives base
salary is as follows: CEO 70%; CFO 50%; President, Optical Systems Division
40%; Senior Vice President, Worldwide Operations 40%; Vice President, Human
Resources 35%. No executives received a cash bonus payout for fiscal 2009.

The
Compensation Committee works with the CEO to define his annual goals. Our CEOs
financial goals for fiscal 2009 were based upon earnings before interest and
taxes (EBIT) and revenue. Each component was assigned a percentage weighting
(EBIT  80%, and revenue 20%) of the bonus. To the extent actual EBIT and
actual revenue were greater or less than the target, the payout for each of the
goals was the percentage of the actual EBIT (or revenue) divided by the
budgeted EBIT (or revenues). In no event could the payout on the EBIT goal be
more than 150% and there would be no payout if the actual EBIT was less than
70% of the EBIT goal, the minimum threshold. In no event could the payout on
the revenue goal be more than 150% and there would be no payout if the actual
revenue was less than 70% of the revenue goal, the minimum threshold. There was
no payout of the annual cash bonus for the CEO for fiscal 2009.

The
CEO works in conjunction with the other named executive officers to develop
their company goals, which are approved by the Compensation Committee. The
named executive officers goals are designed to align with the company and CEO
goals. The fiscal 2009 goals for our named executive officers are specific to
each named executive officer and are based on their respective business
functions and responsibilities.

9

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Each
goal is weighted as a percentage of the total bonus. The corporate goal is
based on budgeted EBIT. To the extent actual EBIT is greater or less than the
target, the payout for this goal will be the percentage of the actual EBIT
divided by the budgeted EBIT. In no event can the payout on the EBIT goal be
more than 150% and there is no payout if the actual EBIT is less than 70% of
the EBIT goal, the minimum threshold.

Payout
of specific performance goals are subject to our achievement of the minimum
threshold of the corporate EBIT goal. If the company does not attain the
minimum EBIT threshold, no specific performance goals are taken into account in
determining the cash payout. Individual goals are either met or not met and are
then affected by the corporate goal percentage. There were no payouts of the
annual cash bonus for fiscal 2009 for any of our named executive officers.

The
specific corporate EBIT goal as well as the strategic execution and target
levels used in determining annual bonuses for our CEO and other named executive
officers are based upon confidential business plan financial objectives and
related internal projections. The goals are specific to our strategic
initiatives, including new product introduction, strategic marketing
initiatives, and research and development projects, which are proprietary and
strategic to our growth.

Maximum
financial targets reflect ambitious goals which can be attained when business
results are exceptional. During the last five fiscal years, we have failed to
reach the 70% target twice (resulting in no annual cash bonus program payout),
fallen short of the 100% target once and exceeded the 100% target twice. Also,
during this period of time, we have never reached the maximum threshold. The
Compensation Committee maintains discretion to pay more or less than the
calculated annual cash bonus in circumstances when the Compensation Committee
deems such an award is warranted. There were no discretionary amounts awarded
during the fiscal 2009 annual cash bonus program.

We
may adjust our performance targets under our annual cash bonus program to
eliminate the effects of charges for the following: restructurings;
amortization of acquisition-related intangible assets; discontinued operations;
extraordinary items and all items of gain, loss or expense determined to be
extraordinary or unusual in nature or related to the disposal of a segment of a
business or related to a change in accounting principle, all as determined in
accordance with standards established by Statement of Financial Accounting
Standards (SFAS) No. 144, Accounting for the Impairment or Disposal of
Long-Lived Assets; and the cumulative effect of accounting changes,
in each case as determined in accordance with generally accepted accounting
principles or identified in our financial statements, notes to the financial
statements and/or in managements discussion and analysis of financial
condition and results of operations (MD&A) appearing in our annual report
for the applicable year. We believe it is appropriate to use adjusted EBIT
because the Compensation Committee and management use the same measure to
evaluate the day-to-day performance of businesses. Accordingly, the
Compensation Committee believes adjusted EBIT is an appropriate measure of
company performance on which to base its performance compensation decisions.
Unless otherwise noted, any reference we make to EBIT means adjusted EBIT.
We do not expect any structural changes to the annual performance-based
incentive compensation program in fiscal 2010.

Long
Term Equity Incentive Compensation: We grant equity awards (stock options, restricted stock, restricted
stock units, and such other equity awards that may be approved by the Board of
Directors from time to time) under our 2002 Equity Incentive Plan to provide
long-term incentives for executive officers and key employees. Equity awards
are designed to align the interests of employees with those of the stockholders
and to provide each individual with a significant incentive to manage the
company from the perspective of a stockholder. In addition to stock option
awards, the Compensation Committee believes restricted stock and restricted
stock unit grants are beneficial because they offer a retention incentive that
is provided at no cost to our named executive officers.

The
Compensation Committee determines award types and amounts with reference to
market data provided to the Compensation Committee by Radford, as well as the
peer group study described above. Equity awards are granted annually during a
pre-determined Compensation Committee/Board of Directors meeting. Any equity
awards granted to new employees are granted on the hire date. Other equity
awards for retention or promotion purposes are granted on the date the Compensation
Committee approves the grant. The amount of each grant is based upon each
individuals position, tenure and responsibilities; however there is no set
formula.

The
exercise price of an option is the closing price of our common stock on NASDAQ
on the date of grant. Our stock plan prohibits the grant of any option with an
exercise price lower than the grant date closing price. Options generally vest
25% each year over four years. Restricted stock awards and restricted stock
units generally vest over four years, 50% after three years and the remaining
50% after the fourth year. We do not select grant dates for our named executive
officers in coordination with the release of material non-public information.

10

---



In
January 2008, we granted 85,000 performance-based restricted stock units to our
CEO. This was a special, one-time retention grant that vested ratably in two
installments. The Compensation Committee determined the amount of the award by
reference to market data provided by Radford, as described above. Fifty percent
of the restricted stock vested on November 15, 2008 upon the attainment or
waiver of specified performance criteria. Subsequently, the second installment
of the stock grant representing 42,500 shares was cancelled, since the
termination of the proposed merger with Electro Scientific Industries, Inc. had
made it impossible for the CEO to achieve the stated objectives. Any other
increases, bonuses or long-term incentives would be made consistent with the
CEOs position and the goals as defined by the Compensation Committee during
the normal compensation review period.

Deferred
Compensation and Other Benefits:The Compensation Committee believes that
offering deferred compensation arrangements is reasonable and consistent with
our overall compensation program because they better enable us to attract and
retain superior employees for key positions. We offer a 401(k) plan to provide our employees a tax-advantaged
savings vehicle. All of our U.S. employees are entitled to participate in our
401(k) plan. Non-U.S. employees are covered under different retirement plans.
Our plan allows us to match dollar-for-dollar on the first 3% of employee
contribution, and $0.50 on the dollar for the next 2% of employee contribution.
As part of our cost-cutting measures, in fiscal 2009 we suspended the 401(k)
match program until otherwise reinstated. Additionally, under our Amended and
Restated Profit Sharing Plan, employees may receive a discretionary 401(k)
contribution, determined annually by the Board of Directors, comprised of
profit sharing.

We
also offer a non-qualified deferred compensation plan to provide our key
executives, including all of the named executive officers, a tax-advantaged
savings vehicle. Investment vehicles mirror the qualified deferred compensation
plan. There are no company contributions made to this plan. Currently, the CEO
is the only named executive officer participating in the non-qualified deferred
compensation plan. We believe our deferred compensation plans, in the
aggregate, enhance our ability to attract and retain key employees because they
enhance the range of benefits we offer to key employees.

In
fiscal 2001, we initiated an Employee Stock Purchase Plan (ESPP). Under the
ESPP, eligible employees could elect to contribute, on an after-tax basis,
between 1% and 10% of their eligible salary to purchase our Common Stock,
provided that an employee could not purchase more than $25,000 worth of company
stock per year pursuant to Internal Revenue Service restrictions. We issue
shares of our Common Stock under the ESPP in semi-annual offerings to eligible
electing employees at a price that is equal to 95% of the Common Stocks fair
value at the end of the semi-annual period. In fiscal 2009, the Compensation
Committee suspended the ESPP until otherwise reinstated.

We
offer a variety of health and welfare programs to all eligible employees. Our
named executive officers generally are eligible for the same benefit programs
on the same basis as the rest of the broad-based employees. The health and
welfare programs are intended to encourage a healthy lifestyle and protect
employees against catastrophic loss. Our health and welfare programs include
medical, dental, disability, life insurance, and accidental death and
dismemberment.

Perquisites:We provide named
executive officers with perquisites, reflected in the All Other Compensation
column in the Summary Compensation Table below. The Compensation Committee
believes these perquisites are reasonable and consistent with our overall
compensation program, because they better enable us to attract and retain
superior employees for key positions. The Compensation Committee reviews and
approves perquisites provided to the named executive officers. These benefits
include an automobile allowance, 401(k) Company match, discretionary 401(k)
Company contribution, and the cost of premiums paid on life insurance.

Severance Plans

The
Compensation Committee believes there are long-term benefits to stockholders by
retaining senior executives in the competitive employment environment. We have
entered into employment agreements with certain of our named executive officers
that provide these executives with severance benefits, as discussed further
under Potential Payments upon
Termination or Change of Control below.

11

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Tax Considerations

Section 162(m)
of the Internal Revenue Code imposes a $1 million limit on the deductibility of
compensation paid to certain executive officers of public companies, unless the
compensation meets certain requirements for performance-based compensation.
In determining executive compensation, the Compensation Committee considers,
among other factors, the possible tax consequences to us and to our executives.
However, tax consequences, including but not limited to tax deductibility by
the company, are subject to many factors (such as changes in the tax laws and
regulations or interpretations thereof and the timing and nature of various
decisions by executives regarding options and other rights) that are beyond the
Compensation Committees and the companys control. In addition, the
Compensation Committee believes that it is important for it to retain maximum
flexibility in designing compensation programs that meet its stated objectives.
For these reasons, although the Compensation Committee considers tax
deductibility as one of the factors in determining executive compensation, it
does not necessarily limit compensation to those levels or types of
compensation that will be deductible. The Compensation Committee also considers
alternative forms of compensation consistent with our compensation goals, which
preserve deductibility as much as possible.

Conclusion

In
reviewing our compensation programs, we have concluded that each element of
compensation, as well as the total compensation delivered to the named
executive officers and other executives, is reasonable, appropriate, and in the
best interests of the company and our stockholders. We believe these programs
meet our objectives of establishing a compensation package that attracts and
retains a strongly motivated leadership team, shares the companys financial
success with employees, aligns the compensation of the executives with our
goals and stockholder value, and rewards outstanding performance and the
achievement of strategic goals. At the same time, the compensation package is
intended to remain consistent with those offered by competitive companies
within the industry. We believe that our compensation programs have enabled us
to recruit and secure a talented and motivated leadership team through which we
strive toward improving stockholder value. In addition, we believe that each
named executive officers compensation levels during fiscal 2009 adequately
reflect our compensation objectives.

Compensation Committee Report

The
Compensation Committee has reviewed and discussed the Compensation Discussion
and Analysis for fiscal 2009 required by Item 402(b) of Regulation S-K with
management. Based on such review and discussions, the Compensation Committee
recommended to the Board of Directors (and the Board of Directors approved)
that the Compensation Discussion and Analysis be included in our Annual Report
on Form 10-K. This report is provided by the following independent directors,
who comprise the committee:

| |                               
| | ------------------------------
| | COMPENSATION
 COMMITTEE       
| |                               
| | EUGENE G. BANUCCI, Chairperson
| | SAMUEL H. FULLER              
| | GARY K. WILLIS                

Compensation Committee Interlocks and Insider
Participation

No
member of the Compensation Committee (i) was, during fiscal 2009, an officer or
employee of ZYGO or any of our subsidiaries nor (ii) had any relationship with
us that would require disclosure. No other interlocking relationship existed
between any member of the Compensation Committee or one of our executive
officers, on the one hand, and any member of the Compensation Committee or an
executive officer of any other entity, on the other hand.

12

---



|                                                                                                                                                                                                                                                                                                                        
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|SUMMARY COMPENSATION TABLE                                                                                                                                                                                                                                                                                              
|The
 following table contains information concerning the compensation for our
 Chief Executive Officer, Chief Financial Officer, and our other three most
 highly compensated executive officers (which we collectively refer to as the
 named executive officers), for the years ended June 30, 2009, 2008 and
 2007.

|                             |  |      |            |         |            |   |                    |                     |                                                    |                                                                                     |                                |           |         |  |   |         |  |   |          |   |   |         |  |   |           | 
|---------------------------- |  | ---- | ---------- | ------- | ---------- | - | ------------------ | ------------------- | -------------------------------------------------- | ----------------------------------------------------------------------------------- | ------------------------------ | --------- | ------- |  | - | ------- |  | - | -------- | - | - | ------- |  | - | --------- | 
|Summary Compensation Table  
|Name and Principal
 Position |  | Year | Salary ($) |         | Bonus
 ($) |   | Stock
 Awards
 ($) | Option
 Awards
 ($) | Non-
 Equity
 Incentive
 Plan
 Compensa-
 tion ($) | Change in
 Pension Value 
 and 
 Nonqualified
 Deferred
 Compensation
 Earnings ($) | All Other
 Compensa-
 tion ($) | Total ($)
|                             |  |      |            |         |            |   |                    |                     |                                                    |                                                                                     |                                |           |         |  |   |         |  |   |          |   |   |         |  |   |           | 
|                             |  |      |            |         |            |   |                    |                     |                                                    | (1)                                                                                 |                                |           | (2)     |  |   | (3)     |  |   | (4)      |   |   | (5)     |  |   |           | 
|J.
 Bruce Robinson           |  | 2009 | $          | 378,551 |            | $ | -                  |                     | $                                                  | 306,776                                                                             |                                | $         | 109,880 |  | $ | -       |  | $ | (138,183 | ) | $ | 18,754  |  | $ | 675,778   | 
|Chief Executive              |  | 2008 | $          | 425,000 |            | $ | -                  |                     | $                                                  | 60,732                                                                              |                                | $         | 152,318 |  | $ | -       |  | $ | (74,419  | ) | $ | 22,039  |  | $ | 585,670   | 
|Officer                      |  | 2007 | $          | 420,018 |            | $ | -                  |                     | $                                                  | 57,559                                                                              |                                | $         | 188,493 |  | $ | 318,539 |  | $ | 112,833  |   | $ | 21,693  |  | $ | 1,119,135 | 
|                             |  |      |            |         |            |   |                    |                     |                                                    |                                                                                     |                                |           |         |  |   |         |  |   |          |   |   |         |  |   |           | 
|Walter
 A. Shephard          |  | 2009 | $          | 240,871 |            | $ | -                  |                     | $                                                  | 97,224                                                                              |                                | $         | 101,466 |  | $ | -       |  | $ | -        |   | $ | 17,462  |  | $ | 457,023   | 
|Vice President, Chief        |  | 2008 | $          | 256,533 |            | $ | -                  |                     | $                                                  | 53,252                                                                              |                                | $         | 102,939 |  | $ | -       |  | $ | -        |   | $ | 20,166  |  | $ | 432,890   | 
|Financial Officer,           |  | 2007 | $          | 241,040 |            | $ | -                  |                     | $                                                  | 33,251                                                                              |                                | $         | 45,056  |  | $ | 124,859 |  | $ | -        |   | $ | 22,920  |  | $ | 467,126   | 
|Treasurer                    |  |      |            |         |            |   |                    |                     |                                                    |                                                                                     |                                |           |         |  |   |         |  |   |          |   |   |         |  |   |           | 
|Douglas
 J. Eccleston        |  | 2009 | $          | 216,691 |            | $ | -                  |                     | $                                                  | 55,936                                                                              |                                | $         | 58,985  |  | $ | -       |  | $ | -        |   | $ | 17,728  |  | $ | 349,340   | 
|Senior Vice President,       |  | 2008 | $          | 231,852 |            | $ | -                  |                     | $                                                  | 29,263                                                                              |                                | $         | 47,053  |  | $ | -       |  | $ | -        |   | $ | 19,567  |  | $ | 327,735   | 
|Precision Positioning        |  | 2007 | $          | 224,817 |            | $ | -                  |                     | $                                                  | 18,561                                                                              |                                | $         | 41,752  |  | $ | 69,985  |  | $ | -        |   | $ | 26,766  |  | $ | 381,881   | 
|Solutions                    |  |      |            |         |            |   |                    |                     |                                                    |                                                                                     |                                |           |         |  |   |         |  |   |          |   |   |         |  |   |           | 
|David
 J. Person             |  | 2009 | $          | 183,484 |            | $ | -                  |                     | $                                                  | 41,975                                                                              |                                | $         | 45,512  |  | $ | -       |  | $ | -        |   | $ | 17,009  |  | $ | 287,980   | 
|Vice President               |  | 2008 | $          | 195,925 |            | $ | -                  |                     | $                                                  | 22,269                                                                              |                                | $         | 49,284  |  | $ | -       |  | $ | -        |   | $ | 10,800  |  | $ | 278,278   | 
|Human Resources              |  | 2007 | $          | 189,760 |            | $ | -                  |                     | $                                                  | 14,390                                                                              |                                | $         | 66,562  |  | $ | 51,605  |  | $ | -        |   | $ | 10,800  |  | $ | 333,117   | 
|                             |  |      |            |         |            |   |                    |                     |                                                    |                                                                                     |                                |           |         |  |   |         |  |   |          |   |   |         |  |   |           | 
|John
 M. Stack               |  | 2009 | $          | 218,551 |            | $ | -                  |                     | $                                                  | 65,531                                                                              |                                | $         | 98,323  |  | $ | -       |  | $ | -        |   | $ | 19,416  |  | $ | 401,821   | 
|President,                   |  | 2008 | $          | 233,333 |            | $ | -                  |                     | $                                                  | 38,262                                                                              |                                | $         | 57,975  |  | $ | -       |  | $ | -        |   | $ | 19,617  |  | $ | 349,187   | 
|Optics Division              |  | 2007 | $          | 139,038 |            | $ | -                  |                     | $                                                  | 17,233                                                                              |                                | $         | 19,749  |  | $ | 62,371  |  | $ | -        |   | $ | 78,009  |  | $ | 316,400   | 
|                             |  |      |            |         |            |   |                    |                     |                                                    |                                                                                     |                                |           |         |  |   |         |  |   |          |   |   |         |  |   |           | 
|James
 Northup (6)           |  | 2009 | $          | 241,258 |            | $ | -                  |                     | $                                                  | 125,481                                                                             |                                | $         | 96,974  |  | $ | -       |  | $ | -        |   | $ | 304,903 |  | $ | 768,616   | 
|Former President,            |  | 2008 | $          | 259,167 |            | $ | -                  |                     | $                                                  | 43,523                                                                              |                                | $         | 65,991  |  | $ | -       |  | $ | -        |   | $ | 20,202  |  | $ | 388,883   | 
|Metrology Division           |  | 2007 | $          | 171,998 |            | $ | -                  |                     | $                                                  | 23,116                                                                              |                                | $         | 28,108  |  | $ | 75,000  |  | $ | -        |   | $ | 7,425   |  | $ | 305,647   | 
|                             |  |      |            |         |            |   |                    |                     |                                                    |                                                                                     |                                |           |         |  |   |         |  |   |          |   |   |         |  |   |           | 
|Carl
 A. Zanoni (7)          |  | 2009 | $          | 178,340 |            | $ | -                  |                     | $                                                  | 47,751                                                                              |                                | $         | 25,678  |  | $ | -       |  | $ | -        |   | $ | 408,952 |  | $ | 660,721   | 
|Former Senior                |  | 2008 | $          | 274,300 |            | $ | -                  |                     | $                                                  | 27,305                                                                              |                                | $         | 56,354  |  | $ | -       |  | $ | -        |   | $ | 19,024  |  | $ | 376,983   | 
|Vice President               |  | 2007 | $          | 272,976 |            | $ | -                  |                     | $                                                  | 17,987                                                                              |                                | $         | 70,873  |  | $ | 113,121 |  | $ | -        |   | $ | 21,374  |  | $ | 496,331   | 
|Technology Director          |  |      |            |         |            |   |                    |                     |                                                    |                                                                                     |                                |           |         |  |   |         |  |   |          |   |   |         |  |   |           | 

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | This column
 represents the dollar amount recognized for financial statement reporting
 purposes (under SFAS 123R) with respect to current fiscal restricted stock
 awards as well as for restricted stock awards granted in prior fiscal years.
 Refer to the Grants of Plan-Based Awards table below for information on
 awards made in fiscal 2009. The assumptions used in calculating these amounts
 are set forth in Note 14 to our 2009 Consolidated Financial Statements,
 included in this Annual Report.
|(2) | This column
 represents the dollar amount recognized for financial statement reporting
 purposes (under SFAS 123R) with respect to current fiscal stock option grants
 as well as for stock option grants granted in prior fiscal years. Refer to
 the Grants of Plan-Based Awards table below for information on awards made
 in fiscal 2009. The assumptions used in calculating these amounts are set
 forth in Note 14 to our 2009 Consolidated Financial Statements, included in
 this Annual Report.        
|(3) | This column
 represents our performance-based incentive bonuses. Mr. Robinson elected to
 defer a portion of his fiscal 2007 bonus included in this column.                                                                                                                                                                                                                                                                                                                                                         
|(4) | For further
 details refer to Nonqualified Deferred Compensation below.                                                                                                                                                                                                                                                                                                                                                                                                                                           

13

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|    |                                            
|--- | -------------------------------------------
|(5) | Consists of
 the following for fiscal 2009:

|                        |  |          |        |          |   |           |  |        |        |       |   |         |  |        |        |  |   |         |  |   |         | 
|----------------------- |  | -------- | ------ | -------- | - | --------- |  | ------ | ------ | ----- | - | ------- |  | ------ | ------ |  | - | ------- |  | - | ------- | 
|Category                |  | Robinson |        | Shephard |   | Eccleston |  | Person |        | Stack |   | Northup |  | Zanoni |       
|Auto allowance          |  | $        | 10,800 |          | $ | 10,800    |  | $      | 10,800 |       | $ | 10,800  |  | $      | 10,800 |  | $ | 10,800  |  | $ | 7,200   | 
|401(k) Company match    |  |          | 7,324  |          |   | 4,862     |  |        | 5,182  |       |   | 4,729   |  |        | 6,856  |  |   | 4,006   |  |   | 3,933   | 
|Severance               |  |          | -      |          |   | -         |  |        | -      |       |   | -       |  |        | -      |  |   | 272,745 |  |   | -       | 
|Board of Director fees  |  |          | -      |          |   | -         |  |        | -      |       |   | -       |  |        | -      |  |   | -       |  |   | 6,563   | 
|Covenant not-to-compete |  |          | -      |          |   | -         |  |        | -      |       |   | -       |  |        | -      |  |   | -       |  |   | 390,878 | 
|Placement services      |  |          | -      |          |   | -         |  |        | -      |       |   | -       |  |        | -      |  |   | 15,000  |  |   | -       | 
|Computer                |  |          | -      |          |   | -         |  |        | -      |       |   | -       |  |        | -      |  |   | 552     |  |   | -       | 
|Life insurance          |  |          | 630    |          |   | 1,800     |  |        | 1,746  |       |   | 1,480   |  |        | 1,760  |  |   | 1,800   |  |   | 378     | 
|                        |  |          |        |          |   |           |  |        |        |       |   |         |  |        |        |  |   |         |  |   |         | 
|Total Other Income      |  | $        | 18,754 |          | $ | 17,462    |  | $      | 17,728 |       | $ | 17,009  |  | $      | 19,416 |  | $ | 304,903 |  | $ | 408,952 | 

|    |                                                                                                                                                                                                                                                                                                                                                       
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(6) | Mr. Northup
 ceased to be an employee as of June 26, 2009. The amount listed for Mr.
 Northup in the All Other Compensation column includes severance pay. For
 further details refer to Employment Agreements on page 15.                                                                                                                        
|(7) | Mr. Zanoni
 ceased to be an employee as of February 28, 2009 and ceased to be a director
 of ZYGO as of June 16, 2009. The amount listed for Mr. Zanoni in the All
 Other Compensation column includes payments under a non-compete agreement.
 For further details refer to Potential Payments Upon Termination or Change
 in Control on page 20.

GRANTS OF PLAN-BASED AWARDS

The
following table shows all plan-based awards granted to the named executive
officers during fiscal 2009.

|                            |  |             |                                                                     |                                                             |             |                                                                  |           |                                                                              |  |        |                                                    |        |  |                                                              |       |  |   |         | 
|--------------------------- |  | ----------- | ------------------------------------------------------------------- | ----------------------------------------------------------- | ----------- | ---------------------------------------------------------------- | --------- | ---------------------------------------------------------------------------- |  | ------ | -------------------------------------------------- | ------ |  | ------------------------------------------------------------ | ----- |  | - | ------- | 
|Grants of Plan-Based Awards
|                           
|Name                        |  | Grant
 Date | Estimated Future
 Payouts Under Non-
 Equity Incentive Plan
 Awards | Estimated Future Payouts
 Under Equity Incentive PlanAwards |             | All Other
 Stock
 Awards:
 Number
 of Shares
 of Stock
 or Units |           | All Other
 Option
 Awards:
 Number
 of
 Securities
 Underlying
 Options
 (#) |  |        | Exercise or
 Base Price
 of Option
 Awards
 ($/Sh) |        |  | Grant date
 Fair Value
 of Stock
 and Option
 Awards
 ($/Sh) |      
|                            |  |             |                                                                     |                                                             |             |                                                                  |           |                                                                             
|                            |  |             |                                                                     |                                                             |             |                                                                  |           |                                                                              | 
|                            |  |             |                                                                     |                                                             |             |                                                                  |           |                                                                              | 
|                            |  |             | Thres-hold($)                                                       | Target($)                                                   | Maxi-mum($) | Thres-hold(#)                                                    | Target(#) | Maxi-mum(#)                                                                  |  |        |                                                    |        |  |                                                              |      
|                            |  |             |                                                                     |                                                             |             |                                                                  |           |                                                                              | 
|                            |  |             |                                                                     |                                                             |             |                                                                  |           |                                                                              | 
|                            |  |             |                                                                     |                                                             |             |                                                                  |           |                                                                              |  |        |                                                    |        |  |                                                              |      
|                            |  |             |                                                                     |                                                             |             |                                                                  |           |                                                                              |  |        |                                                    |        |  |                                                              |      
|                            |  |             |                                                                     |                                                             |             |                                                                  |           |                                                                              |  |        |                                                    |        |  |                                                              |      
|                            |  |             |                                                                     |                                                             |             |                                                                  |           |                                                                              |  | (1)    |                                                    | (2)    |  |                                                              |       |  |   | (3)     | 
|J.
 Bruce Robinson          |  | -           |                                                                     |                                                             |             |                                                                  |           |                                                                              |  | -      |                                                    | -      |  |                                                              |       |  |   | -       | 
|Walter
 A.Shephard          |  | 8/20/08     |                                                                     |                                                             |             |                                                                  |           |                                                                              |  | 10,000 |                                                    | 30,000 |  | $                                                            | 10.67 |  | $ | 239,619 | 
|Douglas
 J. Eccleston       |  | 8/20/08     |                                                                     |                                                             |             |                                                                  |           |                                                                              |  | 7,500  |                                                    | 20,000 |  | $                                                            | 10.67 |  | $ | 168,637 | 
|David
 J. Person            |  | 8/20/08     |                                                                     |                                                             |             |                                                                  |           |                                                                              |  | 5,000  |                                                    | 15,000 |  | $                                                            | 10.67 |  | $ | 119,809 | 
|John
 M. Stack              |  | 8/20/08     |                                                                     |                                                             |             |                                                                  |           |                                                                              |  | 12,000 |                                                    | 30,000 |  | $                                                            | 10.67 |  | $ | 260,959 | 
|James
 R. Northup           |  | 8/20/08     |                                                                     |                                                             |             |                                                                  |           |                                                                              |  | 12,000 |                                                    | 30,000 |  | $                                                            | 10.67 |  | $ | 260,959 | 
|Carl
 A. Zanoni             |  | -           |                                                                     |                                                             |             |                                                                  |           |                                                                              |  | -      |                                                    | -      |  |                                                              |       |  |   | -       | 

| |     |                                                                                                                                                                                                                                                                                                                                                                                 
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1) | This column
 shows the number of shares of restricted stock granted in fiscal 2009 to the
 named executive officers. Restricted stock granted vests 50% after year
 three, and the remaining 50% after the fourth year.                                                                                                                                                         
| | (2) | This column
 shows the number of shares of stock options granted in fiscal 2009 to the
 named executive officers. The stock options vest 25% a year over four years.                                                                                                                                                                                                            
| | (3) | This column
 shows the full grant date fair value of stock awards under SFAS 123R granted
 to the named executive officers. The assumptions used in calculating these
 amounts are set forth in Note 14 to our Consolidated Financial Statements
 included in this Annual Report.                                                                                               
| | (4) | Fifty
 percent of the restricted stock vested on November 15, 2008 upon the
 attainment or waiver of specified performance criteria. The second
 installment of the grant representing 42,500 shares was cancelled, since the
 termination of the proposed merger with Electro Scientific Industries, Inc.
 had made it impossible for the CEO to achieve the stated objectives.

14

---



EMPLOYMENT AGREEMENTS

In
January 1999, we entered into an employment agreement with Mr. Robinson. Under
the employment agreement, Mr. Robinson receives an annual base salary of
$250,000, or such higher amount as the Board of Directors may determine from
time-to-time. The employment agreement, which was for an initial term of one
year, provides for automatic one-year renewal terms unless terminated by either
party upon thirty (30) days prior written notice. The employment agreement also
provided for the grant to Mr. Robinson of a stock option to purchase 50,000
shares of our Common Stock, at the market price on the date of grant, with 25%
of the stock option vesting at the end of each of the first four years.
Effective November 18, 1999, Mr. Robinsons employment agreement was amended to
change Mr. Robinsons position to President and Chief Executive Officer and to
increase his annual base salary to $275,000 (or such higher amount as the Board
of Directors may determine from time-to-time).

In
February 2004, Mr. Shephard agreed to serve as Vice President-Finance, Chief
Financial Officer, and Treasurer. Mr. Shephards terms of employment provide
for a starting salary of $195,000. Mr. Shephard also was provided a stock
option grant to purchase 15,000 shares of our Common Stock, at the market price
on the date of grant, with 25% of the stock options vesting at the end of each
of the first four years. Effective June 15, 2007, Mr. Shephards employment
agreement was amended to increase his annual base salary to $244,200 (or such
higher amount as the Board of Directors may determine from time-to-time).

In
November 2006, we entered into an employment agreement with Mr. Stack, which
was subsequently amended. Under the employment agreement, Mr. Stack receives an
annual base salary of $225,000, or such higher amount as the Board of Directors
may determine from time-to-time. The employment agreement, which was for an
initial term of one year, provides for automatic one-year renewal terms unless
terminated by either party upon thirty (30) days prior written notice. The
employment agreement also provided for the grant to Mr. Stack of a stock option
to purchase 15,000 shares of our Common Stock, at the market price on the date
of grant, with 25% of the stock option vesting at the end of each of the first
four years.

In
November 2007, we entered into an employment agreement with Mr. Eccleston.
Under the employment agreement, Mr. Eccleston receives an annual base salary of
$233,000, or such higher amount as the Board of Directors may determine from
time-to-time. The employment agreement, which was for an initial term of one
year, provides for automatic one-year renewal terms unless terminated by either
party upon thirty (30) days prior written notice.

In
November 2007, we entered into an employment agreement with Mr. Person. Under
the employment agreement, Mr. Person receives an annual base salary of
$197,000, or such higher amount as the Board of Directors may determine from
time-to-time. The employment agreement, which was for an initial term of one
year, provides for automatic one-year renewal terms unless terminated by either
party upon thirty (30) days prior written notice.

During
fiscal 2009, each of the named executive officers participated in company-wide
pay reduction programs, including furloughs and pay decreases.

Mr.
Northup ceased to be employed by ZYGO on June 26, 2009. Mr. Northups
employment agreement provided for a severance package in the event we
terminated his services. Mr. Northup is being paid his base salary from the
time of his termination to 12 months thereafter. Mr. Northup was also provided
job placement services of up to $15,000.

In
addition, each of our agreements with Messrs. Robinson, Shephard, Stack,
Eccleston, and Person provide for certain Change in Control and other
severance payments in the event of the involuntary termination of their
respective employment by ZYGO. We and Dr. Zanoni entered into an agreement not
to compete that commenced upon the first calendar date that he ceased to be
employed by ZYGO, which was February 28, 2009. These arrangements are more
fully described below under the heading Potential Payments upon Termination or
Change of Control.

15

---



OUTSTANDING EQUITY AWARDS AT 2009 FISCAL
YEAR-END

The following
table shows the number of outstanding equity awards held by the named executive
officers at June 30, 2009.

|                                              |  |                                                                           |  |                                                                             |        |                              |                            |  |                                                                |       |                                                                        |          |  |        |  |     |     |   |       
|--------------------------------------------- |  | ------------------------------------------------------------------------- |  | --------------------------------------------------------------------------- | ------ | ---------------------------- | -------------------------- |  | -------------------------------------------------------------- | ----- | ---------------------------------------------------------------------- | -------- |  | ------ |  | --- | --- | - | ------
|                                              |  |                                                                           |  |                                                                             |       
|Outstanding Equity Awards at Fiscal
 Year-End | 
|                                              |  |                                                                           |  |                                                                             |       
|                                              |  |                                                                           |  |                                                                             |       
|                                              |  | Option Awards                                                             |  | Stock Awards                                                                |       
|                                              |  |                                                                           |  |                                                                             |        |                              |                            |  |                                                                |       |                                                                        |         
|Name                                          |  | Number of
 Securities
 Underlying
 Unexercised
 Options
 Exercisable
 (#) |  | Number of
 Securities
 Underlying
 Unexercised
 Options
 Unexercisable
 (#) |        | Option
 Exercise
 Price
 ($) | Option
 Expira-
 tion Date |  | Number of Shares
 or Units of Stock
 That Have Not
 Vested (#) |       | Market Value
 of Shares or
 Units of Stock
 That Have Not
 Vested
 ($) |         
|                                              |  |                                                                           |  |                                                                             |        |                              |                            |  |                                                                |       |                                                                        |          |  |        |  |     | (1) |  
|J.
 Bruce Robinson                            |  | 20,000                                                                    |  |                                                                             | -      |                              |                            |  | $                                                              | 9.50  |                                                                        | 8/17/09  |  | 8,000  |  | (2) |     | $ | 37,280
|                                              |  | 15,000                                                                    |  |                                                                             | -      |                              |                            |  | $                                                              | 77.75 |                                                                        | 9/7/10   |  | 16,000 |  | (3) |     | $ | 74,560
|                                              |  | 52,700                                                                    |  |                                                                             | -      |                              |                            |  | $                                                              | 87.00 |                                                                        | 9/28/10  |  |        |  |     |     |   |       
|                                              |  | 16,925                                                                    |  |                                                                             | -      |                              |                            |  | $                                                              | 18.64 |                                                                        | 6/25/11  |  |        |  |     |     |   |       
|                                              |  | 35,000                                                                    |  |                                                                             | -      |                              |                            |  | $                                                              | 12.51 |                                                                        | 8/19/11  |  |        |  |     |     |   |       
|                                              |  | 25,000                                                                    |  |                                                                             | -      |                              |                            |  | $                                                              | 6.54  |                                                                        | 8/25/12  |  |        |  |     |     |   |       
|                                              |  | 50,000                                                                    |  |                                                                             | -      |                              |                            |  | $                                                              | 10.00 |                                                                        | 8/17/13  |  |        |  |     |     |   |       
|                                              |  | 15,000                                                                    |  |                                                                             | -      |                              |                            |  | $                                                              | 9.01  |                                                                        | 8/22/14  |  |        |  |     |     |   |       
|                                              |  | 30,000                                                                    |  |                                                                             | 10,000 |                              | (7)                        |  | $                                                              | 10.40 |                                                                        | 8/23/15  |  |        |  |     |     |   |       
|                                              |  | 20,000                                                                    |  |                                                                             | 20,000 |                              | (8)                        |  | $                                                              | 12.83 |                                                                        | 8/22/16  |  |        |  |     |     |   |       
|Walter
 A. Shephard                           |  | 15,000                                                                    |  |                                                                             | -      |                              |                            |  | $                                                              | 16.45 |                                                                        | 2/26/14  |  | 4,750  |  | (2) |     | $ | 22,135
|                                              |  | 9,000                                                                     |  |                                                                             | -      |                              |                            |  | $                                                              | 9.01  |                                                                        | 8/22/14  |  | 9,000  |  | (3) |     | $ | 41,940
|                                              |  | 11,250                                                                    |  |                                                                             | 3,750  |                              | (7)                        |  | $                                                              | 10.40 |                                                                        | 8/23/15  |  | 10,300 |  | (4) |     | $ | 47,998
|                                              |  | 7,500                                                                     |  |                                                                             | 7,500  |                              | (8)                        |  | $                                                              | 12.83 |                                                                        | 8/22/16  |  | 10,000 |  | (5) |     | $ | 46,600
|                                              |  | 6,425                                                                     |  |                                                                             | 19,275 |                              | (9)                        |  | $                                                              | 12.36 |                                                                        | 8/20/17  |  |        |  |     |     |   |       
|                                              |  | -                                                                         |  |                                                                             | 30,000 |                              | (10)                       |  | $                                                              | 10.67 |                                                                        | 8/19/18  |  |        |  |     |     |   |       
|Douglas
 J. Eccleston                         |  | 7,500                                                                     |  |                                                                             | -      |                              |                            |  | $                                                              | 5.20  |                                                                        | 3/9/13   |  | 2,400  |  | (2) |     | $ | 11,184
|                                              |  | 4,000                                                                     |  |                                                                             | -      |                              |                            |  | $                                                              | 10.00 |                                                                        | 8/17/13  |  | 5,500  |  | (3) |     | $ | 25,630
|                                              |  | 9,000                                                                     |  |                                                                             | -      |                              |                            |  | $                                                              | 9.01  |                                                                        | 8/22/14  |  | 5,400  |  | (4) |     | $ | 25,164
|                                              |  | 6,000                                                                     |  |                                                                             | 2,000  |                              | (7)                        |  | $                                                              | 10.40 |                                                                        | 8/23/15  |  | 7,500  |  | (5) |     | $ | 34,950
|                                              |  | 4,000                                                                     |  |                                                                             | 4,000  |                              | (8)                        |  | $                                                              | 12.83 |                                                                        | 8/22/16  |  |        |  |     |     |   |       
|                                              |  | 3,375                                                                     |  |                                                                             | 10,125 |                              | (9)                        |  | $                                                              | 12.36 |                                                                        | 8/20/17  |  |        |  |     |     |   |       
|                                              |  | -                                                                         |  |                                                                             | 20,000 |                              | (10)                       |  | $                                                              | 10.67 |                                                                        | 8/19/18  |  |        |  |     |     |   |       
|David
 J. Person                              |  | 3,750                                                                     |  |                                                                             | -      |                              |                            |  | $                                                              | 9.50  |                                                                        | 8/17/09  |  | 2,000  |  | (2) |     | $ | 9,320 
|                                              |  | 8,000                                                                     |  |                                                                             | -      |                              |                            |  | $                                                              | 77.75 |                                                                        | 9/7/10   |  | 4,000  |  | (3) |     | $ | 18,640
|                                              |  | 5,500                                                                     |  |                                                                             | -      |                              |                            |  | $                                                              | 87.00 |                                                                        | 9/28/10  |  | 4,000  |  | (4) |     | $ | 18,640
|                                              |  | 3,375                                                                     |  |                                                                             | -      |                              |                            |  | $                                                              | 18.64 |                                                                        | 6/25/11  |  | 5,000  |  | (5) |     | $ | 23,300
|                                              |  | 7,000                                                                     |  |                                                                             | -      |                              |                            |  | $                                                              | 12.51 |                                                                        | 8/19/11  |  |        |  |     |     |   |       
|                                              |  | 11,200                                                                    |  |                                                                             | -      |                              |                            |  | $                                                              | 6.54  |                                                                        | 8/25/12  |  |        |  |     |     |   |       
|                                              |  | 25,000                                                                    |  |                                                                             | -      |                              |                            |  | $                                                              | 10.00 |                                                                        | 8/17/13  |  |        |  |     |     |   |       
|                                              |  | 8,000                                                                     |  |                                                                             | -      |                              |                            |  | $                                                              | 9.01  |                                                                        | 8/22/14  |  |        |  |     |     |   |       
|                                              |  | 5,250                                                                     |  |                                                                             | 1,750  |                              | (7)                        |  | $                                                              | 10.40 |                                                                        | 8/23/15  |  |        |  |     |     |   |       
|                                              |  | 3,500                                                                     |  |                                                                             | 3,500  |                              | (8)                        |  | $                                                              | 12.83 |                                                                        | 8/22/16  |  |        |  |     |     |   |       
|                                              |  | 2,125                                                                     |  |                                                                             | 6,375  |                              | (9)                        |  | $                                                              | 12.36 |                                                                        | 8/20/17  |  |        |  |     |     |   |       
|                                              |  | -                                                                         |  |                                                                             | 15,000 |                              | (10)                       |  | $                                                              | 10.67 |                                                                        | 8/19/18  |  |        |  |     |     |   |       
|John
 M. Stack                                |  | 7,500                                                                     |  |                                                                             | 7,500  |                              | (11)                       |  | $                                                              | 16.74 |                                                                        | 11/19/16 |  | 10,000 |  | (6) |     | $ | 46,600
|                                              |  | 7,500                                                                     |  |                                                                             | 7,500  |                              | (12)                       |  | $                                                              | 15.32 |                                                                        | 2/8/17   |  | 6,000  |  | (4) |     | $ | 27,960
|                                              |  | 3,775                                                                     |  |                                                                             | 11,325 |                              | (9)                        |  | $                                                              | 12.36 |                                                                        | 8/20/17  |  | 12,000 |  | (5) |     | $ | 55,920
|                                              |  | -                                                                         |  |                                                                             | 30,000 |                              | (10)                       |  | $                                                              | 10.67 |                                                                        | 8/19/18  |  |        |  |     |     |   |       
|James
 R. Northup (13)                        |  | 17,500                                                                    |  |                                                                             | -      |                              |                            |  | $                                                              | 13.30 |                                                                        | 9/26/09  |  |        |  |     |     |   |       
|                                              |  | 3,775                                                                     |  |                                                                             | -      |                              |                            |  | $                                                              | 12.36 |                                                                        | 9/26/09  |  |        |  |     |     |   |       
|Carl
 A. Zanoni (14)                          |  | 11,200                                                                    |  |                                                                             | -      |                              |                            |  | $                                                              | 6.54  |                                                                        | 6/16/12  |  |        |  |     |     |   |       
|                                              |  | 25,000                                                                    |  |                                                                             | -      |                              |                            |  | $                                                              | 10.00 |                                                                        | 6/16/12  |  |        |  |     |     |   |       
|                                              |  | 9,000                                                                     |  |                                                                             | -      |                              |                            |  | $                                                              | 9.01  |                                                                        | 6/16/12  |  |        |  |     |     |   |       

|    |                                                                                                                                                                                       
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | This value
 is based on the closing price of our Common Stock on the NASDAQ Global Market
 on June 30, 2009, which was $4.66 per share, multiplied by the number of
 shares indicated.
|(2) | The
 restricted stock was granted on August 24, 2005 and vests 50% on August 24,
 2008 and 50% on August 24, 2009.                                                                    

16

---



|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(3)  | The
 restricted stock was granted on August 23, 2006 and vests 50% on August 23,
 2009 and 50% on August 23, 2010.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(4)  | The
 restricted stock units were granted on August 21, 2007 and vests 50% on
 August 21, 2010 and 50% on August 21, 2011.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|(5)  | The
 restricted stock units were granted on August 20, 2008 and vests 50% on
 August 20, 2011 and 50% on August 20, 2012.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|(6)  | The
 restricted stock was granted on November 20, 2006 and vests 50% on November
 20, 2009 and 50% on November 20, 2010.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(7)  | The option
 to purchase these shares was granted on August 24, 2005, including the number
 of securities underlying unexercised options exercisable. The total option
 award vests 25% annually over four years.                                                                                                                                                                                                                                                                                                                                                                                                                     
|(8)  | The option
 to purchase these shares was granted on August 23, 2006, including the number
 of securities underlying unexercised options exercisable. The total option
 award vests 25% annually over four years.                                                                                                                                                                                                                                                                                                                                                                                                                     
|(9)  | The option
 to purchase these shares was granted on August 21, 2007, including the number
 of securities underlying unexercised options exercisable. The total option
 award vests 25% annually over four years.                                                                                                                                                                                                                                                                                                                                                                                                                     
|(10) | The option
 to purchase these shares was granted on August 20, 2008, including the number
 of securities underlying unexercised options exercisable. The total option
 award vests 25% annually over four years.                                                                                                                                                                                                                                                                                                                                                                                                                     
|(11) | The option
 to purchase these shares was granted on November 20, 2006, including the
 number of securities underlying unexercised options exercisable. The total
 option award vests 25% annually over four years.                                                                                                                                                                                                                                                                                                                                                                                                                   
|(12) | The option
 to purchase these shares was granted on February 9, 2007, including the
 number of securities underlying unexercised options exercisable. The total
 option award vests 25% annually over four years.                                                                                                                                                                                                                                                                                                                                                                                                                    
|(13) | Mr. Northup
 ceased to be employed by ZYGO on June 26, 2009. In accordance with the terms
 of Mr. Northups agreement with us, all of Mr. Northups outstanding stock
 options expire on September 26, 2009, to the extent not earlier exercised or
 expired. In addition, pursuant to our vesting formula for restricted stock
 grants, all of Mr. Northups unvested restricted stock and restricted stock
 units outstanding on June 26, 2009 were cancelled. As of June 26, 2009,
 15,250 shares of restricted stock were vested and 17,750 shares of restricted
 stock were cancelled.                                          
|(14) | Dr. Zanoni
 ceased to be employed by ZYGO on February 28, 2009 and ceased to be a
 director of ZYGO as of June 16, 2009. In accordance with the terms of Dr.
 Zanonis agreement with us, the expiration dates of Dr. Zanonis outstanding
 stock options were adjusted, as reflected in the table. In addition, pursuant
 to our vesting formula for restricted stock grants, all of Dr. Zanonis
 unvested restricted stock and restricted stock units outstanding were
 cancelled. As of June 16, 2009, 12,513 shares of restricted stock were vested
 and Dr. Zanonis remaining 2,187 shares of restricted stock were cancelled.

17

---



OPTION EXERCISES AND STOCK VESTED DURING
FISCAL 2009

The following
table shows the number of shares vested for the named executive officers during
fiscal 2009.

|                                  |  |                                                |  |              |                                 |   |  |                                            |        |  |                                |   |         | 
|--------------------------------- |  | ---------------------------------------------- |  | ------------ | ------------------------------- | - |  | ------------------------------------------ | ------ |  | ------------------------------ | - | ------- | 
|                                  |  |                                                |  |              |                                
|Option Exercises and Stock Vested
|                                  |  |                                                |  |              |                                
|                                  |  |                                                |  |              |                                
|                                  |  | Option Awards                                  |  | Stock Awards |                                
|                                  |  |                                                |  |              |                                
|                                  |  |                                                |  |              |                                 |   |  |                                            |        |  |                                |   |         | 
|Name                              |  | Number of Shares Acquired
 on Exercise     (#) |  |              | Value Realized
 On Exercise ($) |   |  | Number of Shares
 Acquired on Vesting
 (#) |        |  | Value Realized On
 Vesting ($) |  
|                                  |  |                                                |  |              |                                 |   |  |                                            |        |  |                                |   |        
|                                  |  |                                                |  |              |                                 |   |  |                                            |        |  |                                |   |         | 
|J.
 Bruce Robinson                |  | -                                              |  |              | $                               | - |  |                                            | 50,500 |  |                                | $ | 350,420 | 
|                                  |  |                                                |  |              |                                 |   |  |                                            |        |  |                                |   |         | 
|                                  |  |                                                |  |              |                                 |   |  |                                            |        |  |                                |   |         | 
|Walter
 A. Shephard               |  | -                                              |  |              | $                               | - |  |                                            | 4,750  |  |                                | $ | 45,553  | 
|                                  |  |                                                |  |              |                                 |   |  |                                            |        |  |                                |   |         | 
|                                  |  |                                                |  |              |                                 |   |  |                                            |        |  |                                |   |         | 
|Douglas
 J. Eccleston             |  | -                                              |  |              | $                               | - |  |                                            | 2,400  |  |                                | $ | 23,016  | 
|                                  |  |                                                |  |              |                                 |   |  |                                            |        |  |                                |   |         | 
|David
 J. Person                  |  | -                                              |  |              | $                               | - |  |                                            | 2,000  |  |                                | $ | 19,180  | 
|                                  |  |                                                |  |              |                                 |   |  |                                            |        |  |                                |   |         | 
|                                  |  |                                                |  |              |                                 |   |  |                                            |        |  |                                |   |         | 
|John
 M. Stack                    |  | -                                              |  |              | $                               | - |  |                                            | -      |  |                                | $ | -       | 
|                                  |  |                                                |  |              |                                 |   |  |                                            |        |  |                                |   |         | 
|James
 R. Northup                 |  | -                                              |  |              | $                               | - |  |                                            | 10,453 |  |                                | $ | 77,623  | 
|                                  |  |                                                |  |              |                                 |   |  |                                            |        |  |                                |   |         | 
|Carl
 A. Zanoni                   |  | -                                              |  |              | $                               | - |  |                                            | 12,513 |  |                                | $ | 64,928  | 
|                                  |  |                                                |  |              |                                 |   |  |                                            |        |  |                                |   |         | 

PENSION BENEFITS

ZYGO does not
have a tax-qualified defined benefit plan and/or supplemental executive
retirement plan.

18

---



NONQUALIFIED DEFERRED COMPENSATION

The following
table contains information related to our named executive officers
nonqualified deferred compensation in fiscal year 2009.

|                      |  |      |  |  |                                        |   |  |                                         |   |   |                                          |  |                                          |          |   |                                  |  |   |   |  |  |   |         | 
|--------------------- |  | ---- |  |  | -------------------------------------- | - |  | --------------------------------------- | - | - | ---------------------------------------- |  | ---------------------------------------- | -------- | - | -------------------------------- |  | - | - |  |  | - | ------- | 
|                      |  |      |  |  |                                        |   |  |                                         |   |   |                                          |  |                                          |          |   |                                  |  |   |   |  |  |   |         | 
|Name                  |  | Year |  |  | Executive
Contributions in Last
FY ($) |   |  | Registrant
Contributions
in Last FY ($) |   |   | Aggregate Earnings
(Loss) in Last FY ($) |  | Aggregate
Withdrawals/
Distributions
($) |          |   | Aggregate
Balance at LastFYE ($) | 
|                      |  |      |  |  |                                        |   |  |                                         |   |   |                                          |  |                                          |          |   |                                  |  |   |   |  |  |   |         | 
|J. Bruce
 Robinson    |  | 2009 |  |  | $                                      | - |  |                                         | $ | - |                                          |  | $                                        | (138,183 | ) | (1)                              |  | $ | - |  |  | $ | 499,062 | 
|Walter A.
 Shephard   |  | 2009 |  |  | $                                      | - |  |                                         | $ | - |                                          |  | $                                        | -        |   |                                  |  | $ | - |  |  | $ | -       | 
|Douglas J.
 Eccleston |  | 2009 |  |  | $                                      | - |  |                                         | $ | - |                                          |  | $                                        | -        |   |                                  |  | $ | - |  |  | $ | -       | 
|David J.
 Person      |  | 2009 |  |  | $                                      | - |  |                                         | $ | - |                                          |  | $                                        | -        |   |                                  |  | $ | - |  |  | $ | -       | 
|John M.
 Stack        |  | 2009 |  |  | $                                      | - |  |                                         | $ | - |                                          |  | $                                        | -        |   |                                  |  | $ | - |  |  | $ | -       | 
|James R.
 Northup     |  | 2009 |  |  | $                                      | - |  |                                         | $ | - |                                          |  | $                                        | -        |   |                                  |  | $ | - |  |  | $ | -       | 
|Carl A.
 Zanoni       |  | 2009 |  |  | $                                      | - |  |                                         | $ | - |                                          |  | $                                        | -        |   |                                  |  | $ | - |  |  | $ | -       | 

(1)
This amount was reflected as compensation in the Summary Compensation Table.

Under
our Executive Deferred Compensation Plan, certain key executives are eligible
to defer receipt of up to 100% of their non-equity incentive compensation.

Benefits
under the plan represent an unfunded, unsecured promise by us to pay those
benefits when due and, if we were to become insolvent, participants would have
no greater right to the assets than general creditors. Plan assets in the trust
remain our property until made available to participants, and those assets can
only be used to pay benefits under the plan, pay our general creditors, and pay
the expenses of administering the plan and the trust.

Participants
deferrals are fully vested at all times, and participants are allowed to direct
investment of their plan accounts in investment alternatives selected by the
plan administrator. Each account is valued as of the last day of each calendar
quarter, and incremental earnings or losses are then allocated to that account.

If
a participant retires, distributions from the plan must begin no later than the
first day of the calendar quarter following the participants retirement. In
the event of a participants death or termination of service with us,
distributions from the plan must begin as soon as administratively feasible.
Under certain circumstances, distributions may also be made to the participant
while he or she is still in service with us.

J.
Bruce Robinson, Chief Executive Officer, is the only named executive officer
who currently participates in the nonqualified deferred compensation plan.

19

---



POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE
OF CONTROL

The
employment agreements with Messrs. Robinson, Shephard, Stack, Eccleston, and
Person described above provide for a severance package in the event we
terminate their employment (other than for justifiable cause (as defined in
each of the employment agreements), disability, or death). Under the package,
Messrs. Robinson, Shephard, and Stack would be paid their respective base
salary from the time of their involuntary termination to 12 months thereafter.
Under the package, Messrs. Eccleston and Person would be paid their respective
base salary from the time of their involuntary termination to 6 months
thereafter. In addition, in the event Messrs. Robinson and Stack, resign within
90 days of a Change of Control (as defined in his agreement) of our company,
and/or Mr. Shephard resigns within one year of a Change of Control, and/or
Messrs. Eccleston and Person resign as a result of a Change of Control, their
respective agreement generally provides for (i) the continued payment of his
salary for a one-year period for Messrs. Robinson, Shephard, and Stack and 6
months for Messrs. Eccleston and Person (ii) the continuation, for a period of
the lesser of one year or until covered by another plan, of all existing health
insurance, dental coverage, life insurance, AD&D and long-term disability
coverage then in effect for Messrs. Robinson, Shephard, and Stack and 6 months
or until covered by another plan for Messrs. Eccleston and Person and (iii) a
pro-rated bonus to Messrs. Shephard, Eccleston, and Person (based on the target
bonus amount for the fiscal year in which the Change of Control occurs
providing Messrs. Shephard, Eccleston, and Person are still employed 90 days
after the Change of Control).

The
following table presents the potential estimated payments to each named
executive officer as if the individuals employment had been terminated as of
June 30, 2009, the last business day of fiscal 2009. If applicable, the amounts
in the table were calculated using the closing market price of ZYGOs common
stock on June 30, 2009, which was $4.66 per share.

|                                                          |  |                        |                          |  |                   |         |         |                                          |   |         |                     |  |   |                                             |   |  |           |        |   |  |   |         |         | 
|--------------------------------------------------------- |  | ---------------------- | ------------------------ |  | ----------------- | ------- | ------- | ---------------------------------------- | - | ------- | ------------------- |  | - | ------------------------------------------- | - |  | --------- | ------ | - |  | - | ------- | ------- | 
|Potential Payments upon Termination or
 Change of Control
|                                                         
|Name                                                      |  |                        |                          |  | Severance
 Pay($) |         |         | Equity with
 Accelerated
 Vesting ($)(1) |   |         | Pro-rated
 Bonus($) |  |   | Continued
 Perquisites
 and
 Benefits($)(2) |   |  | Total ($) |       
|                                                          |  |                        |                          |  |                   |         |         |                                          |   |         |                     |  |   |                                             |   |  |           |       
|J.
 Bruce Robinson                                        |  | Change in
 Control (3) |                          |  | $                 | 425,000 |         |                                          | $ | 26,408  |                     |  | $ | -                                           |   |  | $         | 13,773 |   |  | $ | 465,181 |        
|                                                          |  |                        | Involuntary
 Termination |  |                   | $       | 425,000 |                                          |   | $       | 26,408              |  |   |                                             | - |  |           |        | - |  |   | $       | 451,408 | 
|                                                          |  |                        |                          |  |                   |         |         |                                          |   |         |                     |  |   |                                             |   |  |           |        |   |  |   |         |         | 
|Walter
 A. Shephard                                       |  | Change in
 Control (4) |                          |  | $                 | 269,360 |         |                                          | $ | 109,449 |                     |  | $ | -                                           |   |  | $         | 8,234  |   |  | $ | 387,043 |        
|                                                          |  |                        | Involuntary
 Termination |  |                   | $       | 269,360 |                                          |   | $       | 46,558              |  |   |                                             | - |  |           |        | - |  |   | $       | 315,918 | 
|                                                          |  |                        |                          |  |                   |         |         |                                          |   |         |                     |  |   |                                             |   |  |           |        |   |  |   |         |         | 
|Douglas
 J. Eccleston                                     |  | Change in
 Control (5) |                          |  | $                 | 121,160 |         |                                          | $ | 69,191  |                     |  | $ | -                                           |   |  | $         | 8,145  |   |  | $ | 198,496 |        
|                                                          |  |                        | Involuntary
 Termination |  |                   | $       | 121,160 |                                          |   | $       | 27,894              |  |   |                                             | - |  |           |        | - |  |   | $       | 149,054 | 
|                                                          |  |                        |                          |  |                   |         |         |                                          |   |         |                     |  |   |                                             |   |  |           |        |   |  |   |         |         | 
|David
 J. Person                                          |  | Change in
 Control (5) |                          |  | $                 | 102,637 |         |                                          | $ | 48,543  |                     |  | $ | -                                           |   |  | $         | 6,665  |   |  | $ | 157,845 |        
|                                                          |  |                        | Involuntary
 Termination |  |                   | $       | 102,637 |                                          |   | $       | 20,001              |  |   |                                             | - |  |           |        | - |  |   | $       | 122,638 | 
|                                                          |  |                        |                          |  |                   |         |         |                                          |   |         |                     |  |   |                                             |   |  |           |        |   |  |   |         |         | 
|John
 M. Stack                                            |  | Change in
 Control (3) |                          |  | $                 | 244,400 |         |                                          | $ | 130,480 |                     |  | $ | -                                           |   |  | $         | 17,947 |   |  | $ | 392,827 |        
|                                                          |  |                        | Involuntary
 Termination |  |                   | $       | 244,400 |                                          |   | $       | 54,559              |  |   |                                             | - |  |           |        | - |  |   | $       | 298,959 | 

| |     |                                                                                                                                                                                                                                                                                                                                                                                             
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1) | The
 severance coverage for Mr. Robinson, in the event of a Change in Control,
 additionally provides for the automatic vesting of unvested options to
 purchase shares of Common Stock then held by Mr. Robinson at their stated
 exercise price, which range from $10.40 to $12.83 per share. The net value
 would be zero as the exercise price exceeded the fair market price per share.
| |     |                                                                                                                                                                                                                                                                                                                                                                                             
| | (2) | Continued
 Perquisites and Benefits include health insurance, dental insurance, life
 insurance, accidental death and dismemberment, and long-term disability
 coverage.                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                             
| | (3) | In the event
 Messrs. Robinson and Stack are terminated as a result of a Change of
 Control or resign within 90 days of a Change of Control.                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                             
| | (4) | In the event
 Mr. Shephard is terminated as a result of a Change of Control or resigns
 within 1 year of a Change of Control.                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                             
| | (5) | In the event
 Messrs. Eccleston and Person are terminated as a result of a Change of
 Control.                                                                                                                                                                                                                                                                                            

20

---



Effective
February 8, 2007, we entered into a non-compete agreement with Dr. Carl Zanoni.
The non-compete period began from February 28, 2009, the date Dr. Zanoni
retired, and continues through February 28, 2013. In consideration of his
agreement not to compete, Dr. Zanoni received an amount equal to his then base
annual salary, paid in one lump sum on the commencement date; and will receive
an amount equal to 85% of the base annual salary, payable in equal quarterly
installments during the first year of the non-compete period; an amount equal
to 65% of the base annual salary, payable in equal quarterly installments
during the second year of the non-compete period; an amount equal to 45% of the
base annual salary, payable in equal quarterly installments during the third
year; and an amount equal to 25% of the base annual salary, payable in equal
quarterly installments during the fourth year.

COMPENSATION OF DIRECTORS

The
following table contains information concerning the compensation to our Board
of Directors for the year ended June 30, 2009.

Director Compensation

|                        |  |  |      |  |  |                                   |        |  |                       |   |        |                        |  |  |                                               |  |  |                              |   |  |           |  |       |  |  |   |        | 
|----------------------- |  |  | ---- |  |  | --------------------------------- | ------ |  | --------------------- | - | ------ | ---------------------- |  |  | --------------------------------------------- |  |  | ---------------------------- | - |  | --------- |  | ----- |  |  | - | ------ | 
|Name                    |  |  |      |  |  | Fees Earned or
 Paid in Cash
 ($) |        |  | Stock Awards ($)
 (1) |   |        | Option Awards ($)
 (1) |  |  | Non-Equity
 Incentive Plan
 Compensation
 ($) |  |  | All Other
 Compensation
 ($) |   |  | Total ($) | 
|                        |  |  |      |  |  |                                   |        |  |                       |   |        |                        |  |  |                                               |  |  |                              |   |  |           | 
|Eugene
 G. Banucci      |  |  | 2009 |  |  | $                                 | 35,938 |  |                       | $ | 21,724 |                        |  |  | -                                             |  |  |                              | - |  |           |  | -     |  |  | $ | 57,662 | 
|                        |  |  |      |  |  |                                   |        |  |                       |   |        |                        |  |  |                                               |  |  |                              |   |  |           |  |       |  |  |   |        | 
|Stephen
 D. Fantone (2) |  |  | 2009 |  |  | $                                 | 6,563  |  |                       | $ | -      |                        |  |  | 550                                           |  |  |                              | - |  |           |  | -     |  |  | $ | 7,113  | 
|                        |  |  |      |  |  |                                   |        |  |                       |   |        |                        |  |  |                                               |  |  |                              |   |  |           |  |       |  |  |   |        | 
|Samuel
 H. Fuller       |  |  | 2009 |  |  | $                                 | 36,063 |  |                       | $ | 21,724 |                        |  |  | -                                             |  |  |                              | - |  |           |  | -     |  |  | $ | 57,787 | 
|                        |  |  |      |  |  |                                   |        |  |                       |   |        |                        |  |  |                                               |  |  |                              |   |  |           |  |       |  |  |   |        | 
|Seymour
 E. Liebman     |  |  | 2009 |  |  | $                                 | 30,625 |  |                       | $ | 21,724 |                        |  |  | -                                             |  |  |                              | - |  |           |  | -     |  |  | $ | 52,349 | 
|                        |  |  |      |  |  |                                   |        |  |                       |   |        |                        |  |  |                                               |  |  |                              |   |  |           |  |       |  |  |   |        | 
|Robert
 B. Taylor       |  |  | 2009 |  |  | $                                 | 50,750 |  |                       | $ | 21,724 |                        |  |  | -                                             |  |  |                              | - |  |           |  | -     |  |  | $ | 72,474 | 
|                        |  |  |      |  |  |                                   |        |  |                       |   |        |                        |  |  |                                               |  |  |                              |   |  |           |  |       |  |  |   |        | 
|Carol
 P. Wallace       |  |  | 2009 |  |  | $                                 | 40,875 |  |                       | $ | 21,724 |                        |  |  | -                                             |  |  |                              | - |  |           |  | -     |  |  | $ | 62,599 | 
|                        |  |  |      |  |  |                                   |        |  |                       |   |        |                        |  |  |                                               |  |  |                              |   |  |           |  |       |  |  |   |        | 
|Gary
 K. Willis (2)(3)  |  |  | 2009 |  |  | $                                 | 7,500  |  |                       | $ | -      |                        |  |  | 550                                           |  |  |                              | - |  |           |  | 6,500 |  |  | $ | 14,550 | 
|                        |  |  |      |  |  |                                   |        |  |                       |   |        |                        |  |  |                                               |  |  |                              |   |  |           |  |       |  |  |   |        | 
|Bruce
 W. Worster       |  |  | 2009 |  |  | $                                 | 49,563 |  |                       | $ | 22,246 |                        |  |  | -                                             |  |  |                              | - |  |           |  | -     |  |  | $ | 71,809 | 

| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1) | These
 columns represent the dollar amount recognized for financial statement
 reporting purposes (under SFAS 123R) with respect to current fiscal
 restricted stock and stock option awards as well as for restricted stock and
 stock option awards granted in prior fiscal years. The assumptions used in calculating
 these amounts are set forth in Note 14 to the our Consolidated Financial
 Statements for the fiscal year ending June 30, 2009 which is located on page
 F-22 of this Annual Report.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (2) | Messrs.
 Fantone and Willis became directors of ZYGO on June 16, 2009.                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (3) | All Other
 Compensation includes payments for a consulting agreement with Mr. Willis.                                                                                                                                                                                                                                                                                                                                                                                                                        

Effective
November 16, 2006, each new director who is not also one of our employees (or
an employee of any of our subsidiaries) (a Non-Employee Director) generally
is granted an option to purchase 16,000 shares of Common Stock on his or her
first day of service as a Non-Employee Director under our 2002 Equity
Compensation Plan. Each Non-Employee Director is granted 5,000 restricted shares
of Common Stock (7,500 restricted shares of Common Stock for the Chairman of
the Board) on the date of each Annual Meeting subsequent to his or her first
day of service during his or her service as a Non-Employee Director. All
options are exercisable at a per share exercise price equal to the fair market
value of the Common Stock on the date of grant, vest over a four year period at
25% per year, and have a ten year term. All restricted stock vests after one
year. In addition, Non-Employee Directors receive $35,000 for an annual board
retainer. The Non-Employee Director who chairs the Board of Directors receives
a $70,000 annual retainer; who chairs the Audit Committee receives a $20,000
annual retainer; who chairs the Compensation Committee receives a $10,000
annual retainer; and who chairs the Corporate Governance/Nominating Committee
receives an $8,000 annual retainer. Each non-chairperson member of the Audit
Committee, Compensation Committee, and Corporate Governance/Nominating
Committee also receives an annual retainer of $10,000, $5,000, and $3,000,
respectively. Effective March 1, 2009, the annual retainers paid to each
non-employee director was reduced by 25%. Each Non-Employee Director is also
reimbursed for out-of-pocket expenses incurred as a result of attendance at a
board or committee meeting. From August 19, 2003 to November 16, 2006, each new
Non-Employee Director was granted an option to purchase 12,000 shares of Common
Stock on his or her first day of service as a Non-Employee Director and an
annual grant to purchase 6,000 shares of Common Stock on the date of each
annual meeting after the initial year of service. Prior to August 19, 2003,
each Non-Employee Director was granted an option to purchase 8,000 shares of
Common Stock under our Amended and Restated Non-Employee Director Stock Option
Plan on his or her first day of service as a Non-Employee Director and an
annual grant to purchase 3,000 shares of Common Stock on the date of each
Annual Meeting after the initial year of service.

21

---



Item 12. Security Ownership of Certain
Beneficial Owners and Management and Related Stockholder Matters

The
following table sets forth certain information regarding the beneficial
ownership of our Common Stock as of September 21, 2009 (except as otherwise
noted), (i) by each person known by us to own beneficially 5% or more of our
Common Stock, (ii) by each director, (iii) by each executive officer named in
the Summary Compensation Table (as provided earlier in this Annual Report), and
(iv) by all directors and executive officers of our company as a group. All
such beneficial owners have sole voting and investment power with respect to
the shares of Common Stock shown as owned by them, except for shares which can
be acquired by the exercise of stock options, and as may otherwise be noted.
Unless otherwise indicated, the address for the named persons is c/o Zygo
Corporation, Laurel Brook Road, Middlefield, Connecticut 06455.

|                                                                  |                                               |                       |                                          |       |                                  |         |  |  |           |  |      |   | 
|----------------------------------------------------------------- | --------------------------------------------- | --------------------- | ---------------------------------------- | ----- | -------------------------------- | ------- |  |  | --------- |  | ---- | - | 
|Directors,
 Officers, and5% Stockholders                          |                                               |                       |                                          |       |                                  |         |  |  |           |  |      |   | 
|                                                                  | Amount and Nature of Beneficial Ownership (1) |                       | Percentageof TotalSharesOutstan-ding (1) |      
|                                                                  |                                               |                       |                                          |      
|                                                                  |                                               |                       |                                          |       | OptionsExercisable within60 days |         |  |  |           | 
|                                                                  |                                               | Shares of CommonStock |                                          |       |                                  |         |  | 
|                                                                  |                                               |                       |                                          | Total |                                  |        
|                                                                  |                                               |                       |                                          |       |                                  |         |  |  |           |  |      |   | 
|5% or
 Greater Stockholders:                                      |                                               |                       |                                          |       |                                  |         |  |  |           |  |      |   | 
|Canon Inc.
 (2)                                                   |                                               |                       | 1,210,410                                |       |                                  |        |  |  | 1,210,410 |  | 7.1  | % | 
|Dimensional
 Fund Advisors LP (3)                                 |                                               |                       | 1,247,883                                |       |                                  |        |  |  | 1,247,883 |  | 7.3  | % | 
|T. Rowe
 Price Associates, Inc. (4)                               |                                               |                       | 1,450,972                                |       |                                  |        |  |  | 1,450,972 |  | 8.5  | % | 
|MAK Capital
 One LLC (5)                                          |                                               |                       | 2,483,083                                |       |                                  |        |  |  | 2,483,083 |  | 14.6 | % | 
|                                                                  |                                               |                       |                                          |       |                                  |         |  |  |           |  |      |   | 
|Directors:
 (7)(9)                                                |                                               |                       |                                          |       |                                  |         |  |  |           |  |      |   | 
|Eugene G.
 Banucci                                                |                                               |                       | 11,000                                   |       |                                  | 26,000  |  |  | 37,000    |  | *    |   | 
|Stephen D.
 Fantone                                               |                                               |                       | 4,000                                    |       |                                  |        |  |  | 4,000     |  | *    |   | 
|Samuel H.
 Fuller                                                 |                                               |                       | 11,000                                   |       |                                  | 26,000  |  |  | 37,000    |  | *    |   | 
|Seymour E.
 Liebman (6)                                           |                                               |                       | 52,000                                   |       |                                  | 30,000  |  |  | 82,000    |  | *    |   | 
|J. Bruce
 Robinson                                                |                                               |                       | 83,823                                   |       |                                  | 279,625 |  |  | 363,448   |  | 2.1  | % | 
|Robert B.
 Taylor                                                 |                                               |                       | 22,500                                   |       |                                  | 30,000  |  |  | 52,500    |  | *    |   | 
|Carol P.
 Wallace                                                 |                                               |                       | 10,000                                   |       |                                  | 18,000  |  |  | 28,000    |  | *    |   | 
|Gary K.
 Willis                                                   |                                               |                       | 131,646                                  |       |                                  |        |  |  | 131,646   |  | *    |   | 
|Bruce W.
 Worster (8)                                             |                                               |                       | 17,000                                   |       |                                  | 29,000  |  |  | 46,000    |  | *    |   | 
|                                                                  |                                               |                       |                                          |       |                                  |         |  |  |           |  |      |   | 
|Named
 Executive Officers: (7)(9)                                 |                                               |                       |                                          |       |                                  |         |  |  |           |  |      |   | 
|J. Bruce
 Robinson                                                |                                               |                       | 83,823                                   |       |                                  | 279,625 |  |  | 363,448   |  | 2.1  | % | 
|Douglas J.
 Eccleston                                             |                                               |                       | 8,589                                    |       |                                  | 46,250  |  |  | 54,839    |  | *    |   | 
|David J.
 Person                                                  |                                               |                       | 8,656                                    |       |                                  | 88,325  |  |  | 96,981    |  | *    |   | 
|Walter A.
 Shephard                                               |                                               |                       | 16,527                                   |       |                                  | 70,600  |  |  | 87,127    |  | *    |   | 
|John M.
 Stack                                                    |                                               |                       | 15,793                                   |       |                                  | 37,550  |  |  | 53,343    |  | *    |   | 
|All
 Directors and Executive Officers as a group (14 persons) (6) |                                               |                       | 410,509                                  |       |                                  | 770,850 |  |  | 1,181,359 |  | 6.7  | % | 
|                                                                  |                                               |                       |                                          |       |                                  |         |  |  |           |  |      |   | 

| |     |                                                                                                                                                                                                                                                                                                                                                                        
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |     |                                                                                                                                                                                                                                                                                                                                                                        
| | *   | Less than 1%                                                                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                        
| | (1) | A person is
 deemed to be the beneficial owner of securities owned or which can be
 acquired by such person within 60 days of September 21, 2009 upon the
 exercise of stock options. Each persons percentage ownership is determined
 by assuming that such options beneficially owned by such person (but not
 those owned by any other person) have been exercised.
| |     |                                                                                                                                                                                                                                                                                                                                                                        
| | (2) | Information
 derived from NASDAQ online as of September 18, 2009. The address of this
 holder is Canon, Inc., 20-2 Kiychara-Kogyo-Danchi, Utsunamiya-Shi,
 Tochigi-Ken 321-3292, Japan.                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                        
| | (3) | Share
 ownership information is based on information contained in a Schedule 13G
 filed with the Securities and Exchange Commission on February 9, 2009. The
 address of this holder is Dimensional Fund Advisors LP, Palisades West,
 Building One, 6300 Bee Cave Road, Austin, Texas 78746.                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                        
| | (4) | Share
 ownership information is based on information contained in a Schedule 13G
 filed with the Securities and Exchange Commission on February 12, 2009. The
 address of this holder is 100 E. Pratt Street, Baltimore, Maryland, 21202.                                                                                                                              

22

---



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(5) | Share ownership information is based on information
 contained in a Schedule 13G filed with the Securities and Exchange Commission
 on June 15, 2009. The address of this holder is 590 Madison Ave., 9th
 Floor, New York, New York, 10022.                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(6) | Does not include 1,210,410 shares owned by Canon
 Inc., an affiliate of Canon U.S.A., Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(7) | No shares are pledged as security.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(8) | 7,000 shares are held in trust. Mr. Worster has
 shared voting and investment power and indirect ownership of the shares in
 trust.                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(9) | Includes restricted shares awarded during 2005 and
 2006 pursuant to our 2002 Equity Incentive Plan as follows: Eugene G. Banucci
 (5,000); Samuel H. Fuller (5,000); Seymour E. Liebman (5,000); J. Bruce
 Robinson (32,000); Robert B. Taylor (5,000); Carol P. Wallace (5,000); Bruce
 W. Worster (5,000); Douglas J. Eccleston (10,300); Walter A. Shephard
 (18,500); David J. Person (4,000); and All Directors and Executive Officers
 as a group (190,400). These shares are subject to forfeiture and vesting
 pursuant to the terms and conditions set forth in the Plan.

EQUITY
COMPENSATION PLAN INFORMATION

The
following table provides information about shares of our Common Stock that may
be issued upon the exercise of options, warrants, and rights under all of our
existing equity compensation plans as of June 30, 2009, including the 2002
Equity Incentive Plan, the Amended and Restated Non-Qualified Stock Option
Plan, the Amended and Restated Non-Employee Director Stock Option Plan, and the
Employee Stock Purchase Plan. The Amended and Restated Non-Employee Director
Stock Option Plan expires in November 2009.

|                                                        |  |                                                                                                   |  |                                                                                  |     |                                                                                                                                                     |  |   |       |  |  |  |  |           |  | 
|------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------- | --- | --------------------------------------------------------------------------------------------------------------------------------------------------- |  | - | ----- |  |  |  |  | --------- |  | 
|                                                        |  | Number of Securities
 to be Issued
 Upon Exercise of
 Outstanding
 Options, Warrants,
 and Rights |  | Weighted-Average
 Exercise Price of
 Outstanding
 Options, Warrants,
 and Rights |     | Number of
 Securities
 Remaining
 Available for
 Future Issuance
 Under Equity
 Compensation Plans
 (Excluding Securities
 Reflected in
 Column(a)) | 
|                                                        |  |                                                                                                   |  |                                                                                  |     |                                                                                                                                                     | 
|Plan
 Category                                          |  | (a)                                                                                               |  | (b)                                                                              |     | (c)                                                                                                                                                 | 
|                                                        |  |                                                                                                   |  |                                                                                  |     |                                                                                                                                                     | 
|                                                       
|Equity Compensation
 Plans Approved by Stockholders     |  |                                                                                                   |  | 1,908,572                                                                        |     |                                                                                                                                                     |  | $ | 22.72 |  |  |  |  | 1,111,537 |  | 
|Equity
 Compensation Plans Not Approved by Stockholders |  |                                                                                                   |  | 25,000                                                                           | (1) |                                                                                                                                                     |  | $ | 18.64 |  |  |  |  |          |  | 
|                                                        |  |                                                                                                   |  |                                                                                  |     |                                                                                                                                                     |  |   |       |  |  |  |  |           |  | 
|Total                                                   |  |                                                                                                   |  | 1,933,572                                                                        |     |                                                                                                                                                     |  | $ | 22.67 |  |  |  |  | 1,111,537 |  | 
|                                                        |  |                                                                                                   |  |                                                                                  |     |                                                                                                                                                     |  |   |       |  |  |  |  |           |  | 

|    |                                                                              | 
|--- | ---------------------------------------------------------------------------- | 
|    |                                                                             
|    |                                                                             
|(1) | Represents a warrant issued to Zetetic Institute,
 which is described below.

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|On
 June 26, 2001, the Board of Directors issued a warrant to purchase 25,000
 shares of our Common Stock to the Zetetic Institute, a non-profit
 organization that provides assistance to us in connection with certain
 research and development activities. We did not receive stockholder approval
 for this warrant. The warrant has an exercise price of $18.64 per share, the
 closing price of our Common Stock on the date of issuance, expires on June
 26, 2011, and vested, in equal annual increments, on each of the first four
 anniversaries of the date of issuance. Registration of the warrant and the
 shares of Common Stock issuable upon the exercise of the warrant are not
 contemplated; we believe that exemption of such registration is available
 under Section 4(2) of the Securities Act of 1933, as amended, and Rule 506
 promulgated thereunder.

23

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Item 13. Certain Relationships and Related
Transactions, and Director Independence

We
do not have a formal, written policy for related party transactions. At varying
times in the past, related party transactions have been approved by the Audit Committee,
subject to the approval of the Board of Directors (with the recusal of any
interested director, as necessary). Generally, a related party transaction is
on terms no less favorable to the third party than terms generally available to
an unaffiliated third party under the same or similar circumstances.

Mr.
Seymour E. Liebman, a member of our Board of Directors since 1993, has been the
Executive Vice President and General Counsel of Canon U.S.A., Inc., an
affiliate of Canon Inc. (Canon) since 1996 and an Executive Officer of Canon
since April 2009. Canon beneficially owns more than five percent of our Common
Stock. Canon Sales Co., Inc., a subsidiary of Canon, acts as an exclusive
distributor of certain of our products in Japan. Sales to Canon and Canon Sales
Co., Inc. aggregated approximately $16 million for fiscal 2009, or
approximately 14% of our total net sales. Selling prices were based, generally,
on the normal terms given to domestic distributors. In addition, Canon and we
have entered into agreements providing for confidential exchanges of certain
technology, similar to agreements with various other customers. As a member of
our Board of Directors, Mr. Liebmans long standing employment with Canon is
noted by the Board of Directors when it makes its determination as to director
independence.

Mr.
Eugene G. Banucci has been Chairman, Founder, and former Chief Executive
Officer of ATMI, Inc. since 1986. We sold equipment to ATMI for approximately
$200,000 in both fiscal 2009 and 2008 on the same terms available to
unaffiliated third parties under the same or similar circumstances.

Dr.
Stephen D. Fantone has been Chief Executive Officer and President of Optikos
Corporation (Optikos) since 1982. We have engaged Optikos for optical
engineering services for approximately $203,000 and $175,000 in fiscal 2008 and
2007, respectively. There have been no payments to Optikos since December 2007.

Ms.
Carol P. Wallace is a general partner in a partnership that currently owns
property previously owned by us. We are aware of certain levels of
environmental contamination on this property. We have paid the partnership
$38,457 to cover 50% of the investigation costs to date. There has been no
determination nor are we able to reasonable estimate the cost associated with
the remediation, if any is necessary, or which party may ultimately be liable
for the remediation.

Mr.
Gary K. Willis served on the Board of Directors of ZYGO from February 1992 to
November 2000, including Chairman of the Board of Directors from November 1998
to November 2000, and served as President and Chief Executive Officer from 1992
and 1993 through 1999, respectively. In accordance with contractual
arrangements entered into with Mr. Willis prior to his retirement in 2001, (i)
Mr. Willis continues to be covered under ZYGOs medical insurance plans, with
Mr. Willis paying the premiums therefor, (ii) Mr. Willis continues to be
covered under a $1 million key man life insurance policy, which premium is paid
by ZYGO and will be reimbursed to ZYGO, together with a 5% annual rate of
return on the capital outlay for such policy, from any proceeds of the policy
that are paid upon Mr. Willis death, and (iii) Mr. Willis continues to have a
consulting agreement with ZYGO under which he is paid $6,500 per year. In
accordance with their terms, these contractual arrangements are scheduled to
expire when Mr. Willis reaches the age of 65.

24

---



Item 14. Principal Accountant Fees and
Services

The
Audit Committee of the Board of Directors has appointed Deloitte & Touche
LLP as the Companys independent registered public accounting firm for the
fiscal year ending June 30, 2010. Deloitte & Touche LLP, the member firms
of Deloitte Touche Tohmatsu, and their respective affiliates (collectively, the
Deloitte entities) was our independent registered public accounting firm for
the fiscal years 2009, 2008, and 2007.

The
aggregate fees billed for professional services by Deloitte & Touche in
fiscal 2009 and 2008 were as follows:

|                       |  |      |         |      |   |         | 
|---------------------- |  | ---- | ------- | ---- | - | ------- | 
|                       |  | 2009 |         | 2008 |  
|                       |  |      |         |      |  
|Audit Fees (1)         |  | $    | 646,100 |      | $ | 611,152 | 
|Audit-Related Fees (2) |  |      | 320,225 |      |   | 32,000  | 
|Tax Fees (3)           |  |      | 4,366   |      |   | 11,061  | 
|All Other Fees         |  |      | -       |      |   | -       | 
|                       |  |      |         |      |   |         | 
|Total Fees             |  | $    | 970,691 |      | $ | 654,213 | 
|                       |  |      |         |      |   |         | 

| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1) | This
 category consists of aggregate fees billed for the annual audit of our
 financial statements, audit of internal controls over financial reporting
 required by Section 404 of the Sarbanes-Oxley Act, and the reviews of the
 condensed financial statements included in Quarterly Reports of Forms 10-Q
 and services that are normally provided by the independent registered public
 accountants in connection with statutory and regulatory filings or
 engagements for those fiscal years.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (2) | This
 category consists of aggregate fees billed for assurance and related services
 that are reasonably related to the performance of the audit or review of our
 annual financial statements and are not reported under Audit Fees. These
 services included fees for due diligence services and accounting
 consultations regarding a potential merger in fiscal 2009 and our acquisition
 of Solvision in fiscal 2008.                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (3) | This
 category consists of aggregate fees billed for professional services for
 federal, state, and international tax compliance.                                                                                                                                                                                                                                                                                                                                                                    

Audit Committees Pre-Approval Policies and
Procedures

Our
Audit Committee pre-approves all audit and permissible non-audit services
provided by our independent registered public accounting firm. These services
may include audit services, audit-related services, tax services, and other
services. Pre-approval is generally provided for up to one year and any
pre-approval is detailed as to the particular service or category of services
and is generally subject to a specific budget. The independent registered
public accounting firm and management are required to periodically report to
the Audit Committee regarding the extent of services provided by the
independent registered public accounting firm in accordance with this
pre-approval. The Audit Committee may also pre-approve particular services on a
case-by-case basis. In addition, the Audit Committee may delegate to a member
or members of the Audit Committee the authority to pre-approve audit and
permissible non-audit services, provided that any such pre-approval decision is
presented to the full Audit Committee at its next scheduled meeting.

100%
of the audit, audit-related, and tax services for our 2009 fiscal year rendered
by Deloitte & Touche were pre-approved by our Audit Committee.

25

---



PART IV

Item 15. Exhibits, Financial Statement
Schedules

The
following documents are filed as part of this report:

|     |  |                                                                                                                                                                     
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------
|31.1 |  | Certification
 Pursuant to Rule 13A-14(a) or 15D-14(a) of the Securities Exchange Act of
 1934, as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|     |  |                                                                                                                                                                     
|31.2 |  | Certification
 Pursuant to Rule 13A-14(a) or 15D-14(a) of the Securities Exchange Act of
 1934, as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|     |  |                                                                                                                                                                     
|32.1 |  | Certification
 Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
 Sarbanes-Oxley Act of 2002                                            
|     |  |                                                                                                                                                                     
|32.2 |  | Certification
 Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
 Sarbanes-Oxley Act of 2002                                            

26

---



SIGNATURES

Pursuant to
the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

|                  | 
|----------------- | 
|ZYGO
 CORPORATION | 
|                  | 
|Registrant        | 

|   |                                   |  |                           
|-- | --------------------------------- |  | --------------------------
|By | /s/ Walter
 A. Shephard           |  | Date     October
 26, 2009
|   |                                   |  |                           
|   | Walter A.
 Shephard               |  |                           
|   | Vice
 President, Finance, Chief   |  |                           
|   | Financial
 Officer, and Treasurer |  |                           

Pursuant to
the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.

|                              |  |                                               |  |                  
|----------------------------- |  | --------------------------------------------- |  | -----------------
|/s/ J. Bruce
 Robinson        |  | Chief
 Executive Officer (principal           |  | October 26,
 2009
|                              |  |                                               |  |                  
|J. Bruce
 Robinson            |  | executive
 officer) and Director              |  |                  
|                              |  |                                               |  |                  
|/s/ Walter
 A. Shephard       |  | Vice
 President, Finance,                     |  | October 26,
 2009
|                              |  |                                               |  |                  
|Walter A.
 Shephard           |  | Chief
 Financial Officer, and Treasurer       |  |                  
|                              |  | (principal
 financial and accounting officer) |  |                  
|                              |  |                                               |  |                  
|*                             |  | Director                                      |  | October 26,
 2009
|                              |  |                                               |  |                  
|Eugene G. Banucci             |  |                                               |  |                  
|                              |  |                                               |  |                  
|*                             |  | Director                                      |  | October 26,
 2009
|                              |  |                                               |  |                  
|Stephen D. Fantone            |  |                                               |  |                  
|                              |  |                                               |  |                  
|*                             |  | Director                                      |  | October 26,
 2009
|                              |  |                                               |  |                  
|Samuel H. Fuller              |  |                                               |  |                  
|                              |  |                                               |  |                  
|*                             |  | Director                                      |  | October 26,
 2009
|                              |  |                                               |  |                  
|Seymour E. Liebman            |  |                                               |  |                  
|                              |  |                                               |  |                  
|*                             |  | Director                                      |  | October 26,
 2009
|                              |  |                                               |  |                  
|Robert B. Taylor              |  |                                               |  |                  
|                              |  |                                               |  |                  
|*                             |  | Director                                      |  | October 26,
 2009
|                              |  |                                               |  |                  
|Carol P. Wallace              |  |                                               |  |                  
|                              |  |                                               |  |                  
|*                             |  | Director                                      |  | October 26,
 2009
|                              |  |                                               |  |                  
|Gary K. Willis                |  |                                               |  |                  
|                              |  |                                               |  |                  
|*                             |  | Director -
 Chairperson                       |  | October 26,
 2009
|                              |  |                                               |  |                  
|Bruce W. Worster              |  |                                               |  |                  
|                              |  |                                               |  |                  
|* By: /s/ Walter A.
 Shephard |  |                                               |  |                  
|Attorney-in-fact              |  |                                               |  |                  

27

---



EXHIBIT INDEX

|     |  |                                                                                                                       
|---- |  | ----------------------------------------------------------------------------------------------------------------------
|31.1 |  | Certification
 Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of
 1934, as adopted Pursuant to
|     |  | Section 302
 of the Sarbanes-Oxley Act of 2002                                                                        
|     |  |                                                                                                                       
|31.2 |  | Certification
 Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of
 1934, as adopted Pursuant to
|     |  | Section 302
 of the Sarbanes-Oxley Act of 2002                                                                        
|     |  |                                                                                                                       
|32.1 |  | Certification
 Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to                                             
|     |  | Section 906
 of the Sarbanes-Oxley Act of 2002                                                                        
|     |  |                                                                                                                       
|32.2 |  | Certification
 Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to                                             
|     |  | Section 906
 of the Sarbanes-Oxley Act of 2002                                                                        

---