UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 24, 2011

Ultratech, Inc.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code (408) 321-8835

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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

1. 2011 Fiscal Year Incentive Compensation Program. On January 24, 2011 the Compensation Committee of the Board of Directors of Ultratech, Inc. (the “Company”) implemented an incentive compensation program for the Company’s executive officers for the 2011 fiscal year. The program is comprised of (i) restricted stock unit awards covering shares of the Company’s common stock (ii) stock option grants covering additional shares of the Company’s common stock and (iii) a cash bonus opportunity under the Company’s Long Term Incentive Plan (the “LTIP”) tied to the Company’s attainment of pre-established performance objectives for the 2011 fiscal year. At the same time the Compensation Committee also increased the annual base of Mr. Arthur W. Zafiropoulo, the Company’s Chief Executive Officer and Chair of the Board of Directors, to $575,000, effective as of January 1, 2011.

Restricted Stock Units

The authorized restricted stock unit awards will be made in a series of four successive equal quarterly grants under the Company’s 1993 Stock Option/Stock Issuance Plan, as amended and restated June 7, 2010 (the “Plan”). Each quarterly grant date will occur on the close of business on the second business day following the Company’s earnings release for the prior fiscal quarter. On each such date the following named executive officers will receive a restricted stock unit award covering the number of shares of the Company’s common stock indicated:

Each unit will represent the right to receive one share of the Company’s common stock on the designated issuance date following the vesting of that unit. Each quarterly unit award will vest incrementally over a fifty (50)-month period of service with the Company measured from January 1, 2011. The shares of the Company’s common stock underlying the units which vest in accordance with the foregoing schedule will be issued on a periodic basis. Accelerated vesting of all the units will occur upon a change in control of the Company, and full or partial accelerated vesting may also occur upon the individual’s cessation of employment under certain defined circumstances. The shares underlying any units that vest on such an accelerated basis will be issued concurrently with the vesting acceleration event, subject to any applicable holdback requirements under Section 409A of the Internal Revenue Code.

Stock Option Grants

As part of the incentive compensation program for the 2011 fiscal year, Mr. Wright will be granted stock options under the Plan at quarterly intervals on the close of business on the second business day following the Company’s earnings release for the prior fiscal quarter. Each option grant will have an exercise price equal to the closing price per share of the Company’s common stock on the grant date and will have a maximum term of ten years measured from the grant date, subject to earlier termination upon Mr. Wright’s cessation of employment with the Company. Each option will cover 25,000 shares of the Company’s common stock and will vest and become exercisable for the option shares incrementally over a fifty (50)-month period of service with the Company measured from January 1, 2011. However, each option will vest in full and become exercisable for all the option shares, on an accelerated basis, upon a change in control of the Company or Mr. Wright’s cessation of employment under certain defined circumstances. Mr. Wright is the only named executive officer who will receive option grants under the 2011 fiscal year program.

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LTIP Cash Bonus

The cash bonus opportunity under the LTIP for the 2011 fiscal year will be based on the Company’s attainment of operating income and revenue targets for that year. Half of the bonus opportunity for each executive officer will be tied to the operating income target, and the other half will be tied to the revenue target. The Compensation Committee has established four performance levels for each goal, and the actual level at which each goal is attained will determine the bonus amount payable to the executive officer with respect to that goal. The target bonus amounts set for the executive officers are as follows: for Mr. Zafiropoulo, the target bonus is $862,500 representing 150% of his 2011 base salary, and for Mr. Wright, the target bonus is $350,000 representing 100% of his 2011 base salary.

The potential bonus with respect to each goal, as a multiple or fraction of the target bonus allocated to that goal, is set forth below for each potential level of goal attainment. Following the close of the 2011 fiscal year, the Compensation Committee will determine the actual bonus amount for each participant. If both performance goals are attained at the Tier I level, then each executive officer will be awarded his full target bonus for the 2011 fiscal year. If the actual level of attainment for either goal is between any two designated levels up to the Tier III level, the bonus potential for that goal will be in a dollar amount interpolated on a straight line basis between those two levels. Should any performance milestone be attained at a level in excess of the Tier III level established for that milestone, then the dollar amount of the target bonus allocated to such milestone will be adjusted upward in accordance with the same slope that exists between the Tier II and Tier III levels.

REVENUE GOAL

NET INCOME GOAL

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One third of the actual bonus award will be paid to the participant following the close of the 2011 fiscal year, provided the participant continues in the Company’s employ through such date or is otherwise eligible for all or portion of that increment by reason of his or her termination of employment under certain defined circumstances. The remainder of the bonus award will be deferred and subject to an annual installment vesting schedule tied to the participant’s continued service with the Company over an additional two-year period. The deferred portion will be paid as it vests and will earn interest at the prime rate until paid. However, the deferred portion will immediately vest in the event the participant’s employment terminates under certain defined circumstances. Accelerated payouts may also occur in the event of certain changes in control or ownership of the Company.

Mr. Zafiropoulo and Mr. Wight are the two named executive officers who will participate in the LTIP for the 2011 fiscal year.

2. Amendment to the Long-Term Incentive Compensation Plan. On January 24, 2011 the Compensation Committee also approved an amendment to the LTIP that will provide the Compensation Committee in its capacity as plan administrator with additional flexibility in structuring payments under the plan in the event of a participant’s death or disability or in connection with certain changes in control or ownership of the Company. Such discretionary authority was exercised by the Compensation Committee in setting the terms of the 2011 fiscal year LTIP awards. A copy of the LTIP as amended and restated January 24, 2011 is attached hereto as exhibit 10.1 and incorporated herein by reference.

3. Amendment No. 2 to Non-Qualified Supplemental Deferred Compensation Plan. On January 24, 2011 the Compensation Committee also approved Amendment No. 2 to the Company’s Non-Qualified Supplemental Deferred Compensation Plan to assure that the payment commencement date provisions of such plan will continue to satisfy the applicable limitations and restrictions imposed under by Internal Revenue Code Section 409A. A copy of Amendment No. 2 to the Company’s Non-Qualified Supplemental Deferred Compensation Plan is attached hereto as exhibit 10.2 and incorporated herein by reference.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: January 28, 2011

Exhibit Index

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