Unassociated Document


    AMENDMENT
      #2 TO

    CARL
      W. GERST, JR. EMPLOYMENT AGREEMENT

    


    


    This
      is
      Amendment #2 to the Employment Agreement (“Agreement”) entered into between
      Anaren, Inc. (“Employer”) and Carl W. Gerst, Jr. (“Employee” or “Mr. Gerst”)
      dated February 14, 2004.

    


    RECITALS

     

    1. Amendment
      #1 to Mr. Gerst’s Employment Agreement terminates on June 30, 2008, after which
      it will have no force or effect.

     

    2. Mr.
      Gerst
      has expressed his interest in remaining employed as a regular full time employee
      through June 30, 2009, but desires to work on a reduced hour basis.

     

    3. The
      Company desires to retain the services of Mr. Gerst through June 30,
      2009.

     

    4. The
      Compensation Committee of Anaren’s Board of Directors recommended, and the Board
      unanimously approved at its May 14, 2008 regular meeting, that the Company
      amend
      Mr. Gerst’s Agreement to provide, among other provisions, for his continued
      employment through and including June 30, 2009.

    


    TERMS

     

    In
      consideration of the mutual covenants and representations contained herein,
      and
      other valuable and good consideration, receipt of which is acknowledged, the
      parties agree as follows:

     

    1. Paragraph
      1(a) of Mr. Gerst’s Employment Agreement is hereby amended so that the Agreement
      continues through and including June 30, 2009, subject to the termination
      provisions provided in his Agreement. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    2. Paragraph
      1(b) of the Agreement is hereby amended to provide Mr. Gerst a Base Salary
      of
      $187,500, in consideration of a reduced work schedule of approximately 30 hours
      per week.

     

    3. Paragraph
      1(c) of the Agreement is hereby amended to provide for payment of Severance
      Compensation to Mr. Gerst over a period of time mutually agreeable to Mr. Gerst
      and the Company, beginning on or after January 1, 2009. To avoid doubt, the
      Company will pay Mr. Gerst Severance Compensation equal to the amount required
      by Paragraph 1(c) of the Agreement ($750,000 paid in thirty-six (36) equal
      monthly installments present valued using a discount rate of 6.1%), plus
      appropriate interest commensurate with the actual agreed upon time period over
      which the payments will be made. Upon full payment of the Severance Compensation
      to Mr. Gerst, or in the event of his death, to his spouse, the Company will
      have
      no further obligation to Mr. Gerst or his spouse pursuant to Paragraph 1(c).
      In
      all cases, the Company shall have no further obligation to pay Severance
      Compensation upon the death of both Mr. Gerst and his spouse.

     

    4. Paragraph
      3(b)(iv) is hereby amended to provide that in the event of Mr. Gerst’s death
      while this Amendment #2 is effective, his beneficiary will be entitled to life
      insurance proceeds equal to three times his Base Salary, reduced by an amount
      actuarially determined due to Mr. Gerst age.

    


    5. All
      other
      terms of the 2004 Employment Agreement will remain in full force and effect
      except that Mr. Gerst, as long as he is actually employed, and notwithstanding
      the last section of Paragraph 1(c), will continue to be eligible to participate
      in any Employer provided fringe benefit plan. 

     

    
      
        	 	 
	 	 
	
                ANAREN,
                  INC.

              	
                EMPLOYEE

              
	 	 
	
                /s/
                  Lawrence A. Sala

              	
                /s/
                  Carl W. Gerst, Jr.

              
	
                Lawrence
                  A. Sala

              	
                Carl
                  W. Gerst, Jr.

              
	
                President
                  and CEO

              	 
	 	 
	 	 
	
                Dated:
                  June
                  16, 2008

              	
                Dated:
                  June
                  16, 2008