Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On September 30, 2009, Electro Scientific Industries, Inc. ("ESI") entered into Amendment No. 3 to Employment Agreement with Nicholas Konidaris, President and Chief Executive Officer of ESI (the "Amendment").

The Amendment provides that if Mr. Konidaris is terminated without cause or terminates his employment for good reason and there has not been a change of control of ESI, (i) Mr. Konidaris will be entitled to receive one year's base salary payable over 12 months, plus the prorata portion of the bonus that would have been earned by him for the year in which termination occurred, and (ii) all of his equity awards will continue to vest for two years following the date of termination and will continue to be exercisable for three years following that date (subject to the original expiration date of the award). This severance payment shall be repaid and the continued vesting and exercisability shall terminate if Mr. Konidaris violates in any material respect the Employee Confidentiality, Non-Competition and Assignment Agreement between him and the Company.

The Amendment also requires all equity awards made to Mr. Konidaris after September 30, 2009 to provide that upon his retirement after age 67, any unvested part of the award will continue to vest and will continue to be exercisable for three years following the date of retirement (subject to the original expiration date of the award). This continued exercisability shall terminate if Mr. Konidaris violates in any material respect the Employee Confidentiality, Non-Competition and Assignment Agreement between him and the Company.

The Amendment is filed as Exhibit 10 hereto.

Item 9.01 Exhibits

(d) Exhibits

Exhibit 10 Amendment No. 3 to Employment Agreement, dated September 30, 2009, between Electro Scientific Industries, Inc. and Nicholas Konidaris.

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