Item 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

(b) On April 15, 2009, Key Technology, Inc. (the "Company") accepted the resignation of Craig T. J. Miller, Senior Vice President and General Manager of SYMETIX® Business Unit. Mr. Miller's resignation will become effective on April 17, 2009. Mr. Miller has entered into a one-year consulting agreement with the Company under which he will receive an amount equal to one year's base salary as compensation and Company-paid COBRA coverage for a period of six months. In addition, in recognition of his service to the Company, the Board of Directors of the Company has permitted the restrictions on 592 shares of unvested service-based restricted stock previously awarded under the Company's 2003 Restated Employees' Stock Incentive Plan to lapse upon resignation.

The full text of the press release disclosing the resignation of Mr. Miller is attached hereto as Exhibit 99.1

Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

10.1 Consulting Agreement between the Company and Mr. Craig T. J. Miller, dated April 15, 2009

99.1 Press release of Key Technology, Inc. dated April 16, 2009.

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