COHERENT CORP. — Director's Dealing 2010

Aug 24, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: II-VI INC (IIVI)
CIK: 0000820318
Period of Report: 2010-08-21

Reporting Person: KRAMER FRANCIS J (Director, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-08-21	Common Stock	A	11510	—	Acquired	216661	Direct
2010-08-21	Common Stock	A	5819	—	Acquired	222480	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-08-21	Option (Right to buy)	$33.71	A	30690	Acquired	2020-08-21	Common Stock (30690)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	80000	Indirect

Footnotes

F1: Restricted stock award granted to reporting person under the Issuer's 2009 Omnibus Incentive Plan. The award will vest in full three years from the grant date on August 21, 2013.

F2: Represents shares issued upon payout of the Performance Share Awards granted on August 16, 2008 under the 2005 Omnibus Incentive Plan, the payout of which was contingent on the achievement of certain consolidated revenue and consolidated net cash provided by operating activities performance criteria. Pursuant to the awards, actual payouts were at 36.8% of the revenue target and 100.1% of the cash provided by operating activities target.

F3: The reporting person disclaims beneficial ownership of shares owned by his spouse.