Exhibit 10.1


EMPLOYMENT AGREEMENT


This AGREEMENT made as of February 17, 2011, between
ZYGO CORPORATION, a Delaware corporation with its principal office at Laurel
Brook Road, Middlefield, Connecticut 06455 (the “Company”), and JOHN P. JORDAN,
residing at 5 Lake Wind Road, New Canaan, Connecticut 06840, (the “Executive”).


WITNESSETH


WHEREAS, the Company desires that Executive
be employed to serve in a senior executive capacity with the Company, and
Executive desires to be so employed by the Company upon the terms and
conditions herein set forth.


NOW, THEREFORE, in consideration of the
premises and of the mutual promises, representations and covenants herein
contained, the parties hereto agree as follows:


1. EMPLOYMENT

The Company hereby employs Executive and Executive hereby accepts
such employment, subject to the terms and conditions herein set forth.
Executive shall hold the office of Vice President and Chief Financial Officer,
reporting to the President and Chief Executive Officer of the Company.


2. TERM

The initial term of employment under this Agreement shall begin on
the effective date of this Agreement (the “Employment Date”), and shall
continue for a period of three years from that date, subject to prior
termination in accordance with the terms hereof. Thereafter, this Agreement
shall automatically be renewed for successive one year terms, subject to prior
termination in accordance with the terms hereof, unless either party shall give
the other not less than thirty (30) days prior written notice of its or his
intent not to renew this Agreement. The initial three-year term together with
all such additional one-year period(s) of employment, if any, are collectively
referred to herein as the “Term” of this Agreement. 


3. COMPENSATION

As compensation for the employment services to be rendered by
Executive hereunder, the Company agrees to pay, or cause to be paid, to
Executive, and Executive agrees to accept, payable in equal installments in
accordance with Company practice, an annual salary which shall be $260,000, or
such higher amount as the Board of Directors may determine from time to time;
provided, however, that such annual salary may be reduced consistent with
salary reductions instituted by the Company for its senior executives
generally. Executive’s base salary will be reviewed annually in accordance with
the Company’s annual review of executive compensations. In addition, Executive
shall be entitled to additional contingent compensation from time to time in
accordance with the terms of the Company’s Management Incentive Plan (“MIP”),
applicable to Executive as the same may be amended from time to time by the
Compensation Committee of the Board. The MIP will have a target bonus
opportunity equal to 50% of Executive’s base earnings for the fiscal year in
question. This bonus is based upon the achievement of corporate and individual
goals established prior to the start of each fiscal year, which begins on July
1 of each year. Executive’s participation in the MIP for the 2011 fiscal year
will be prorated with respect to his actual base earnings for the 2011 fiscal
year and upon the achievement of corporate and individual goals as agreed on
his start date with the Company. 


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4. EXPENSES

The Company shall pay or reimburse Executive, upon presentment of
suitable vouchers, for all reasonable business and travel expenses which may be
incurred or paid by Executive in connection with his employment hereunder.
Executive shall comply with such restrictions and shall keep such records as
the Company may deem necessary to meet the requirements of the Internal Revenue
Code of 1986, as amended from time to time, and regulations promulgated
thereunder.


5. INSURANCE AND OTHER BENEFITS

Executive shall be entitled to 3 weeks paid vacation and to
participate in and receive any other benefits customarily provided by the
Company (including, but not limited to, a 401(k) plan, an employee stock
purchase plan (sometimes referred to as the “Zygo Shares Plan”), a Section 125
pre-tax insurance premium and health/dependent care reimbursement program,
profit sharing, health insurance, dental coverage, a term life insurance policy
of four (4) times the Executive’s annual base salary, up to $1 Million payable
to Executive’s named beneficiary(ies), AD&D, short-term and long-term disability,
and travel accident insurance in accordance with the terms of such plans) and
including stock option plans, all as determined from time to time by the Board
of Directors of the Company. Unused annual vacations may be carried over to the
extent permitted by Company policy, and Executive shall be entitled to cash
compensation in respect of accrued but unused vacation days in the event of
termination under the terms hereof.


6. STOCK OPTIONS; RESTRICTED STOCK

The Company and Executive will enter into a Non-Qualified Stock
Option Agreement dated on the Employment Date, providing for the purchase of
50,000 shares of ten (10) year stock options, at an exercise price per share
equal to the closing market price on the Employment Date, with 25% of the
shares vesting at the end of each of the first four years. Executive may also
receive additional options, from time to time, at the discretion of the
Compensation Committee of the Board. Such stock options shall be awarded
pursuant to, and governed by the Company’s 2002 Equity Incentive Plan, a copy
of which is attached hereto as Exhibit A, as amended or, in the case of future
grants, pursuant to such Plan or any successor equity incentive plan adopted
and maintained by the Company.


7. CHANGE IN CONTROL

The Company and Executive will enter into a Change of Control
Agreement, as adopted and approved by Company’s Board of Directors. Such Change
of Control Agreement, at a minimum, shall provide Executive with a period of
continued employment, or in lieu thereof, continued compensation, for a period
of not less than twelve (12) months following a change of control event as
defined by the Change of Control Agreement, provided, however, the conditions
of the Change of Control Agreement are met. 


8. DUTIES

(a) Executive shall perform such duties and functions as the
President and Chief Executive Officer and Board of Directors of the Company
shall from time to time determine, and Executive shall comply in the
performance of his duties with the policies of, and be subject to, the direction
of the President and Chief Executive Officer and the Board of Directors. Such
duties shall be performed at the Company’s headquarters in Middlefield,
Connecticut, with travel to the Company’s other locations as required.


(b) Executive agrees to devote substantially all his
working time, attention and energies to the performance of the business of the
Company and of any of its subsidiaries by which he may be employed; and
Executive shall not, directly or indirectly, alone or as a member of any partnership
or other organization, or as an officer, director or employee of any other
corporation, partnership or other organization, be actively engaged 


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in or concerned with any other duties or pursuits
which interfere with the performance of his duties hereunder, or which, even if
non-interfering, may be inimical, or contrary, to the best interests of the
Company, except those duties or pursuits specifically authorized by the Board
of Directors.


(c) All fees, compensation or commissions for personal services
(excluding existing fees, if any, that Executive is receiving from present
Board of Director positions that he has previously disclosed in writing to the
Chief Executive Officer and the Board) received by Executive during the Term of
this Agreement shall be paid to the Company when received by Executive, except
those fees that the Board of Directors determines may be kept by Executive.
Executive will obtain the approval of the Board of Directors before accepting
any director positions. This provision shall not be construed to prevent
Executive from investing or trading in non-conflicting investments as he sees
fit for his own account, including real estate, stocks, bonds, securities,
commodities or other forms of investments.


9. TERMINATION OF EMPLOYMENT; EFFECT OF TERMINATION

(a) Executive’s employment hereunder may be terminated at any
time, with or without “justifiable cause” (as herein defined), upon written
notice from the Company to Executive. 


(b) Executive’s employment shall terminate upon:

(i) the death of the Executive; or

(ii) at the election of the Company, the “disability” of Executive (as
hereinafter defined pursuant to subsection (c) herein).


(c) For the purposes of this Agreement, the term
“disability” shall mean the inability of Executive, due to illness, accident or
any other physical or mental incapacity, to perform the essential functions of
his job, with or without a reasonable accommodation, for a period of
three (3) consecutive months or for a total of six (6) months (whether or
not consecutive) in any twelve (12) month period during the Term of this
Agreement (any such period being referred to as a “Disability Period”).


(d) For the purposes hereof, the term “justifiable
cause” shall mean and be limited to (i) any material breach by Executive of the
performance of any of his duties pursuant to this Agreement; (ii) Executive’s
conviction (which, through lapse of time or otherwise, is not subject to
appeal) of any crime or offense involving money or other property of the
Company or its subsidiaries or which constitutes a felony in the jurisdiction
involved; (iii) Executive’s performance of any act or his failure to act, for
which if he were prosecuted and convicted, a crime or offense involving money
or property of the Company or its subsidiaries, or which constitutes a felony
in the jurisdiction involved, would have occurred; (iv) any disclosure by
Executive in violation of the Company’s Code of Business Conduct and Ethics to
any person, firm or corporation other than the Company, its subsidiaries and
its and their directors, officers and employees, of any confidential
information or trade secret of the Company or any of its subsidiaries; (v) any
attempt by Executive to secure any personal profit in connection with the
business of the Company or any of its subsidiaries; (vi) the engaging by
Executive in any business other than the business of the Company and its
subsidiaries which interferes with the performance of his duties hereunder; and
(vii) the failure of the Executive substantially to perform his duties with the
Company, after written demand for substantial performance is delivered to the
Executive by the Company, which demand specifically identifies the manner in
which the Company believes Executive has not substantially performed his duties
and Executive is given not less than thirty (30) days to correct the identified
performance issue or otherwise demonstrate to the Company’s sole satisfaction
that such performance issues are being corrected. 


(e) If Executive shall die during the Term of his
employment hereunder, this Agreement shall terminate immediately. In such
event, the estate of Executive shall thereupon be entitled to receive such
portion of Executive’s annual salary or other amounts in respect of expenses or
vacation not taken as has been accrued but remains unpaid through the date of
his death. The estate shall also be entitled to the rights related to any 


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vested stock options as provided in the Company’s 2002
Equity Incentive Plan (or, if applicable, successor plan).


(f) Notwithstanding any inability to perform his
duties, Executive shall be entitled to receive his compensation as provided
herein until the termination of his employment for disability; provided,
however, nothing herein shall preclude the Company from retaining the services
of another person to perform all or a part of the services heretofore performed
by the Executive during any Disability Period. Any termination pursuant to this
subsection (f) shall be effective on the date 90 days after which Executive shall
have received written notice of the Company’s rightful election to terminate. 


(g) Notwithstanding any provision to the contrary
contained herein, and provided that Executive executes a general release in
favor of the Company, in the event that the Executive’s employment is
terminated by the Company at any time for any reason other than for justifiable
cause, disability or death, or by the Executive for Good Reason (as defined
below), the Company shall pay Executive’s compensation (payable in such amount
and in such manner as set forth in Section 3 herein) from and after the date of
such termination through the remaining Term of this Agreement or twelve (12)
months following termination, whichever is less, at the rate of Executive’s
annual base salary in effect at the time of termination. 


(h) Executive may terminate his employment for Good
Reason. For this purpose, the term “Good Reason” means any of the following:
(a) a material diminution of the duties and responsibilities, taken as a whole,
of Executive, it being understood and agreed that the Chief Executive Officer
and/or the Board may modify the duties or responsibilities assigned to
Executive in a manner that would not be inconsistent with those assigned to an
executive officer of the Company, all as reasonably determined by the Chief
Executive Officer of the Company, and that such modification would not be
deemed a material diminution of duties; (b) a breach by the Company of any of
its material obligations under this Agreement; or (c) in connection with a
change in control, the failure or refusal by the successor or acquiring company
to expressly assume the obligations of Company under this Agreement. As a
condition to terminating his employment for Good Reason, executive must specify
in writing to the Company (or the successor or acquiring company) the nature of
the act or omission that Executive deems to constitute Good Reason and provide
the Company (or the successor or acquiring company) 30 days after receipt of
such notice to review and, if required, correct the situation (and thus prevent
Executive’s termination for Good Reason). Notice of termination for Good Reason
must be provided, if at all, within 30 days after the occurrence of the event
or condition giving rise to such termination.


(i) Executive may terminate his employment before the
end of the Term, subject to at least 60 days’ prior written notice to Company.
Upon receipt of such notice, the Company may relieve Executive of some or all
of his duties and/or set an earlier termination date. Alternatively, upon
receipt of such notice under this Section 9 (i) the Company shall have the
right to terminate Executive immediately without further liability. All rights
and benefits not yet vested or earned at the time of termination shall expire. 


(j) Upon the termination of Executive’s employment
hereunder for “justifiable cause”, this Agreement shall terminate immediately.


10. REPRESENTATIONS
AND AGREEMENTS OF EXECUTIVE

(a) Executive represents and warrants that he is free to enter into
this Agreement and to perform the duties required hereunder, and that there are
no employment contracts or understandings, restrictive covenants or other
restrictions, whether written or oral, preventing the performance of his duties
hereunder. Executive agrees to execute the form of Non-Solicitation Agreement
in the form of Exhibit B hereto, and the Certifications concerning the Revised
Statement of Company Policy Regarding Insider Information and Stock Trading by
Company Personnel, a copy of which is annexed hereto as Exhibit C. Executive
further 


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represents and warrants that he will comply with the
Zygo Code of Business Conduct and Ethics and that he is in full compliance with
all existing agreements, if any, between himself and the Company.


(b) Executive agrees to submit to a medical
examination and to cooperate and supply such other information and documents as
may be required by any insurance company in connection with the Company’s
obtaining life insurance on the life of Executive, and any other type of insurance
or fringe benefit as the Company shall determine from time to time to obtain.


11. ARBITRATION

Except as otherwise specifically provided herein, any claim or
controversy arising out of or relating to this Agreement or the breach hereof
shall be resolved exclusively by arbitration. Any such arbitration will be
administered in the Hartford, Connecticut metropolitan area before an
experienced employment law arbitrator licensed to practice law in that
jurisdiction who has been selected in accordance with the Employment
Arbitration Rules and Mediation Procedures of the American Arbitration
Association. Each party may be represented by counsel of its or his own
choosing and at its or his own expense; provided, however, that attorneys’ fees
and costs may be awarded to a prevailing party in the discretion of the
arbitrator. The arbitrator’s award will be enforceable, and a judgment may be
entered thereon, in a federal or state court of competent jurisdiction in the
state where the arbitration was held. The decision of the arbitrator will be
final and binding. 


12. INDEMNIFICATION; D&O INSURANCE

To the extent permitted by its Certificate of Incorporation and
By-laws and subject to applicable law, the Company will indemnify, defend and
hold Executive harmless from and against any claim, liability or expense
(including reasonable attorneys’ fees) made against or incurred by him as a
result of his employment with the Company or any subsidiary or other affiliate
of the Company, including service as an officer or director of the Company or
any subsidiary or other affiliate of the Company. The Company shall cover
Executive under directors and officers liability insurance both during and,
while potential liability exists, after the Term or any termination, in the same
amount and to the same extent as the Company covers its other officers and
directors, which amount will be determined in consultation with the Executive
and will be intended to provide sufficient coverage against all potential
liability of the covered individuals, subject to applicable law. 


13. NON-COMPETITION

(a) Executive agrees that during his employment by the Company
(which shall be deemed to include the period in which Executive is receiving
any payments set forth in Section 9(h) hereto), and for a period of one (l)
year after the termination of Executive’s employment hereunder (or, if
applicable, after the final severance payment) (the “Non-Competitive Period”),
Executive shall not, directly or indirectly, as owner, partner, joint venturer,
stockholder, employee, broker, agent, principal, trustee, corporate officer,
director, licensor, or in any capacity whatsoever engage in, become financially
interested in, be employed by, render any consultation or business advice with
respect to, or have any connection with, any business engaged in the research,
development, testing, design, manufacture, sale, lease, marketing, utilization
or exploitation of any products or services which are designed for the same
purpose as, are similar to, or are otherwise competitive with, products or
services of the Company or any of its subsidiaries, in any geographic area
where, at the time of the termination of his employment hereunder, the business
of the Company or any of its subsidiaries was being conducted or was proposed
to be conducted in any manner whatsoever; provided, however, that Executive may
own any securities of any corporation which is engaged in such business and is
publicly owned and traded but in an amount not to exceed at any one time one
percent (1%) of any class of stock or securities of such corporation. In
addition, Executive shall not, directly or indirectly, during the
Non-Competitive Period, (i) request or cause contracting parties, suppliers or
customers with whom the Company or any of its subsidiaries has a business
relationship to cancel or terminate any such business relationship with the
Company or any of its subsidiaries or (ii) solicit, interfere with, entice from
the Company or hire 


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any employee (or former employee) of the Company, or
cause or encourage any other person or entity to take any such action.

(b) Executive acknowledges that the Company conducts business on a worldwide
basis, that its sales and marketing prospects are for continued expansion into
world markets and that, therefore, the territorial and time limitations set
forth in this Section 13 are reasonable and properly required for the adequate
protection of the business of the Company and its subsidiaries. In the event
any such territorial or time limitation is deemed to be unreasonable by a court
of competent jurisdiction, Executive agrees to the reduction of the territorial
or time limitation to the area or period which such court deems reasonable.


 (c) If any
portion of the restrictions set forth in this Section 13 should, for any reason
whatsoever, be declared invalid by a court of competent jurisdiction, the
validity or enforceability of the remainder of such restrictions shall not
thereby be adversely affected.


14. NON-DISCLOSURE AND INVENTIONS AND DISCOVERIES
AGREEMENT

Executive will execute the form of “Zygo Corporation Nondisclosure
and Assignment of Inventions Agreement” in the form of Exhibit D hereto.


15. RIGHT TO INJUNCTION

Executive recognizes that the services to be rendered by him
hereunder are of a special, unique, unusual, extraordinary and intellectual
character involving skill of the highest order and giving them peculiar value
the loss of which cannot be adequately compensated for in damages. In the event
of a breach of this Agreement by Executive, the Company shall be entitled to
injunctive relief or any other legal or equitable remedies. Executive agrees
that the Company may recover by appropriate action the amount of the actual
damage caused the Company by any failure, refusal or neglect of Executive to perform
his agreements, representations and warranties herein contained. The remedies
provided in this Agreement shall be deemed cumulative and the exercise of one
shall not preclude the exercise of any other remedy at law or in equity for the
same event or any other event.


16. AMENDMENT OR ALTERATION

No amendment or alteration of the terms of this Agreement shall be
valid unless made in writing and signed by both of the parties hereto.


17. GOVERNING LAW

This Agreement shall be governed by the laws of the State of
Connecticut applicable to agreements made and to be performed therein.


18. SEVERABILITY

The holding of any provision of this Agreement to be invalid or
unenforceable by a court of competent jurisdiction shall not affect any other
provision of this Agreement, which shall remain in full force and effect.


19. NOTICES

Any notices required or permitted to be given hereunder shall be
sufficient if in writing, and if delivered by hand, or sent by certified mail,
return receipt requested, to the addresses set forth above or such other
address as either party may from time to time designate in writing to the
other, and shall be deemed given as of the date of the delivery or mailing.


20. WAIVER OR BREACH

It is agreed that a waiver by either party of a breach of any
provision of this Agreement shall not operate, or be construed, as a waiver of
any subsequent breach by that same
party.


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21. ENTIRE AGREEMENT AND BINDING EFFECT

This Agreement (together with the exhibits and other agreements
referenced herein to be executed by the Executive) contains the entire
agreement of the parties with respect to the subject matter hereof and shall be
binding upon and inure to the benefit of the parties hereto and their
respective legal representatives, heirs, distributors, successors and assigns.
Notwithstanding the foregoing, all prior agreements, if any, between Executive
and the Company relating to the confidentiality of information, trade secrets
and patents shall not be affected by this Agreement.


22. SURVIVAL

The termination of Executive’s employment hereunder shall not affect
the enforceability of Sections 6, 9(e)-(g), 10, 11, 12, 13, 14 and 15 hereof.


23. FURTHER ASSURANCES

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


24. HEADINGS

The section headings appearing in this Agreement are for the
purposes of easy reference and shall not be considered a part of this Agreement
or in any way modify, demand or affect its provisions.


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


	
  

 	
  

 	
  

 	
  

 	
  

 
	
 EXECUTIVE

 	
 ZYGO
 CORPORATION

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
  

 
	

 


 	
  

 	
  

 	

 


 	
  

 
	
 John P. Jordan

 	
  

 	
  

 	
 John A. Tomich

 	
  

 
	
  

 	
  

 	
 Vice President, General Counsel &

 
	
  

 	
  

 	
 Secretary

 


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