Amendment No. 1 to Employment Agreement between ZYGO Corporation and J. Bruce Robinson

Amendment No. 1 to
Employment Agreement
between ZYGO Corporation
and J. Bruce Robinson

ZYGO Corporation (the “Company”) and J. Bruce Robinson (“Executive”) are parties to an Employment Agreement dated January 15, 1999 (the “Agreement”). For good and valuable consideration, the Company and Executive hereby amend the Agreement as follows:

Effective upon the closing of the merger pursuant to the Agreement and Plan of Merger dated October 15, 2008 among the Company, Electro Scientific Industries, Inc. (“ESI”) and certain other parties (the “Closing”), a new Section 9(c) is added to the Agreement and Section 9(b) of the Agreement is amended, such sections to read in their entirety as follows:

“(b)    Payments. Effective upon the Closing, all stock options to purchase shares of the Company’s stock held by Executive at the date of the Closing shall automatically be deemed fully vested. If Executive’s employment is terminated by the Company or the acquiring or successor company for other than “justifiable cause” (as defined in Section 11(d) hereof) or Executive terminates his Employment with the Company or the acquiring or successor company with “good reason” (as defined in Section 9(c) hereof) within one year after the Closing, the Company shall provide the following benefits to Executive (the “CIC Benefits”): (a) continue existing health insurance, dental coverage, key man life insurance, AD&D and disability coverage in effect for Executive at the time of such employment termination for a period of the lesser of one year or until covered by another plan, and (b) continue Executive’s salary for a one year period; provided, however that during the applicable period in which benefits are being paid by the Company, Executive agrees to maintain a consulting relationship with the Company which shall not interfere with other obligations of Executive; provided, further, that the Company agrees to provide Executive at least six months prior notice of termination of Executive’s employment for other than “justifiable cause” if such termination is to occur prior to the first anniversary of the Closing. If Executive resigns his Employment with the Company or the acquiring or successor company for any reason or his Employment is terminated by the Company or the acquiring or successor company for other than “justifiable cause” (as defined in Section 11(d) hereof) within ninety (90) after the first anniversary date of the Closing, the Company shall provide the CIC Benefits to Executive. Notwithstanding any other provision in this Agreement, the payment of the CIC Benefits shall be in lieu of any and all other payments that may be provided for in this Agreement (including without limitation payments that may be provided for in Section 11(g)). Notwithstanding Section 2 of the Agreement, the provisions of this Section 9(b) shall remain in full force and effect during the period from the date of the Closing through the date that is 90 days after the first anniversary date of the Closing unless Executive otherwise agrees in writing.

(c)    Good Reason. For the purposes of this Agreement, the term “good reason” shall mean any of the following events or conditions occurring with respect to Executive at any time following the Closing:

(i) a reduction in Executive’s base salary (other than in connection with a reduction in base salary of management employees generally) or any failure to pay Executive compensation or benefits to which he is entitled within fifteen days of the date due;