**Exhibit 10.16**

**HERLEY INDUSTRIES, INC.**

**2010 STOCK PLAN**

I.GENERAL PROVISIONS 

A. PURPOSE OF THE PLAN 

This 2010 Stock Plan (the “Plan”) is intended to promote the interests of HERLEY INDUSTRIES, INC., a Delawarecorporation (“Corporation”), by providing eligible persons in the employ or service of the Corporation or its affiliates with the opportunity to acquire a proprietary interest, or otherwise increase their proprietary interest, in theCorporation as an incentive for them to continue in such employ or service. 

Unless otherwise defined herein,all capitalized terms shall have the meaning assigned to them in the attached Appendix. 

B. STRUCTURE OF THE PLAN 

The Plan shall be divided into two (2) separate equity programs: 

(i) the Option Grant Program under which eligible persons (“Optionees”) may, at the discretion of the Board, begranted options to purchase shares of common stock; and 

(ii) the Stock Issuance Program under which eligiblepersons (“Participants”) may, at the discretion of the Board, be issued shares of common stock directly, either through the immediate purchase of such shares or as a bonus for services rendered to the Corporation (or any Parent orSubsidiary). 

The provisions of Articles One and Four shall apply to both equity programs under the Plan andshall accordingly govern the interests of all persons under the Plan. 

C. ADMINISTRATION OF THE PLAN 

The Plan shall be administered by the Corporation’s Board of Directors (“Board”), or in the discretion ofthe Board, a committee consisting of no less than two Non-Employee Directors or persons meeting such other requirements as may be imposed by Rule 16(b) under the 1934 Act (“Committee”). 

The Board or Committee shall have full power and authority (subject to the provisions of the Plan) to establish suchrules and regulations as it may deem appropriate for proper administration of the Plan and to make such determinations under, and issue such interpretations of, the Plan and any outstanding options or stock issuances thereunder as it may deemnecessary or advisable. Decisions of the Board shall be final and binding on all parties who have an interest in the Plan or any option or stock issuance thereunder. 

D. ELIGIBILITY 

The persons eligible to participate in the Plan are: 

1. Officers, directors, employees and consultants; and 

 

B-1 

2. consultants and other independent advisors who provide services to theCorporation, or any parent or subsidiary of the Corporation. 

The Board or Committee shall have fullauthority to determine, (i) with respect to the grants made under the Option Grant Program, described in Article Two below, which eligible persons are to receive the option grants, the time or times when those grants are to be made, the numberof shares to be covered by each such grant, the status of the granted option as either an Incentive Option or a Non-Qualified Option, the time or times when each option is to become exercisable, the vesting schedule (if any) applicable to the optionshares and the maximum term for which the option is to remain outstanding, and (ii) with respect to stock issuances made under the Stock Issuance Program, described in Article Three, which eligible persons are to receive such stock issuances,the time or times when those issuances are to be made, the number of shares to be issued to each Participant, the vesting schedule (if any) applicable to the issued shares and the consideration to be paid by the Participant for such shares.

The Board or Committee shall have the absolute discretion either to grant options in accordance with theOption Grant Program or to issue stock in accordance with the Stock Issuance Program. 

E. STOCK SUBJECT TO THE PLAN 

The stock issuable under the Plan shall be shares of the Corporation’s authorized but unissued or reacquired commonstock. The maximum number of shares of common stock which may be issued under the Plan is 500,000 shares. 

Shares of common stock subject to outstanding options shall be available for subsequent issuance under the Plan to theextent (i) the options expire or terminate for any reason prior to exercise in full, or (ii) the options are cancelled in accordance with the cancellation-regrant provisions of Article Two. Unvested shares issued under the Plan andsubsequently repurchased by the Corporation, at the option exercise or direct issue price paid per share, pursuant to the Corporation’s repurchase rights under the Plan shall be added back to the number of shares of common stock reserved forissuance under the Plan. 

If there is any change to the common stock by reason of any stock split, stockdividend, recapitalization, combination of shares, exchange of shares or other change affecting the outstanding common stock as a class without the Corporation’s receipt of consideration, then appropriate adjustments shall be made to(i) the maximum number and/or class of securities issuable under the Plan, and (ii) the number and/or class of securities and the exercise price per share in effect under each outstanding option in order to prevent the dilution orenlargement of benefits thereunder. 

II. OPTION GRANT PROGRAM 

A. OPTION TERMS 

Each option shall be evidenced by one or more documents in the form approved by the Board, and which shall be subject tothe provisions of the Plan. 

1. Exercise Price. 

a. The exercise price per share shall be fixed by the Board in accordance with the following provisions: 

(i) The exercise price per share shall not be less than the Fair Market Value per share of common stock on the optiongrant date. 

 

B-2 

(ii) If the Optionee is a 10% Stockholder, then the exercise price pershare shall not be less than one hundred ten percent (110%) of the Fair Market Value per share of common stock on the option grant date for Incentive Options. 

b. The exercise price is payable in cash or check made payable to the Corporation upon exercise of the option, subject tothe provisions of Section I of Article Four and the documents evidencing the option. If the common stock is registered under Section 12 of the Securities Exchange Act of 1934, as amended (“34 Act”) at the time the option is exercised,then the exercise price may also be paid as follows: 

(i) in shares of common stock held for the requisiteperiod necessary to avoid a charge to the Corporation’s earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date, or 

(ii) to the extent the option is exercised for vested shares, through a special sale and remittance procedure pursuantto which the Optionee shall concurrently provide irrevocable instructions (x) to a Corporation-designated brokerage firm to effect the immediate sale of the purchased shares and remit to the Corporation, out of the sale proceeds available onthe settlement date, sufficient funds to cover the aggregate exercise price payable for the purchased shares plus all applicable Federal, state and local income and employment taxes required to be withheld by the Corporation by reason of suchexercise and (y) to the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale. 

Except to the extent the foregoing sale and remittance procedure is used, payment of the exercise price for thepurchased shares must be made on the Exercise Date. 

2. Exercise and Term of Options. Each option shall beexercisable at such time or times, during such period and for such number of shares as shall be determined by the Board or Committee and set forth in the documents evidencing the option grant. However, no option shall have a term in excess of five(5) years measured from the option grant date. 

3. Effect of Termination of Service. 

a. The following provisions shall govern the exercise of any vested option held by the Optionee at the time of cessationof Optionee’s employment or rendering of services to the Corporation (collectively “Service”) or death: 

(i) Should the Optionee cease to remain in Service for any reason other than death, Disability or Misconduct, then theOptionee shall have a period of three (3) months following the date of such cessation of Service during which to exercise each option held by such Optionee to the extent exercisable on the date of such termination. 

(ii) Should Optionee’s Service terminate by reason of Disability, then the Optionee shall have a period of twelve(12) months following the date of such cessation of Service during which to exercise each outstanding option held by such Optionee to the extent exercisable on the date of such termination. 

(iii) If the Optionee dies while holding an outstanding option, then the personal representative of his or her estate orthe person or persons to whom the option is transferred pursuant to the Optionee’s will or the laws of inheritance shall have a twelve (12)-month period following the date of the Optionee’s death to exercise such option to the extentexercisable on the date of such termination. 

 

B-3 

(iv) Under no circumstances, however, shall any such option be exercisableafter the specified expiration of the option term. 

(v) All vested options shall terminate upon theexpiration of the applicable exercise period or (if earlier) upon the expiration of the option term. 

b. TheBoard or Committee shall have the discretion, exercisable either at the time an option is granted or at any time while the option remains outstanding, to: 

(i) extend the period of time for which the option is to remain exercisable following Optionee’s cessation ofService or death from the limited period otherwise in effect for that option to such greater period of time as it shall deem appropriate, but in no event beyond the expiration of the option term, and/or 

(ii) permit the option to be exercised, during the applicable post-Service exercise period, not only with respect to thenumber of vested shares of common stock for which such option is exercisable at the time of the Optionee’s cessation of Service but also with respect to one or more additional installments in which the Optionee would have vested under theoption had the Optionee continued in Service. 

4. Stockholder Rights. The holder of an option shall have nostockholder rights with respect to the shares subject to the option until such person exercises the option, pays the exercise price and becomes the recordholder of the purchased shares. 

5. Limited Transferability of Options. During the lifetime of the Optionee, the option shall be exercisable only by theOptionee and shall not be assignable or transferable other than by will or, following the Optionee’s death, by the laws of descent and distribution. 

B. CORPORATE TRANSACTION 

1. All unvested options shall automatically vest in full if and when either of the following stockholder approvedtransactions to which the Corporation is a party are consummated: (i) a merger or consolidation in which securities possessing more than fifty percent (50%) of the total combined voting power of the Corporation’s outstandingsecurities are transferred to a person or persons different from the persons holding those securities immediately prior to such transaction, or (ii) the sale, transfer or other disposition of all or substantially all of the Corporation’sassets in complete liquidation or dissolution of the Corporation. However, the shares subject to an outstanding option shall not vest on such an accelerated basis if and to the extent: (i) such option is assumed by the successor corporation (orparent thereof) in the Corporate Transaction or (ii) such option is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing on the unvested option shares at the time of the CorporateTransaction and provides for subsequent payout in accordance with the same vesting schedule applicable to those unvested option shares or (iii) the acceleration of such option is subject to other limitations imposed by the Board or Committee atthe time of the option grant. 

2. Each option which is assumed in connection with a Corporate Transactionshall be appropriately adjusted, immediately after such Corporate Transaction, to apply to the number and class of securities which would have been issuable to the Optionee in consummation of such Corporate Transaction, had the option been exercisedimmediately prior to such Corporate Transaction. Appropriate adjustments shall also be made to (i) the number and class of securities available for issuance under the Plan following the consummation of such Corporate Transaction and(ii) the exercise price payable per share under each outstanding option, provided the aggregate exercise price payable for such securities shall remain the same. 

 

B-4 

3. The Board or Committee shall have the discretion, exercisable either atthe time the option is granted or at any time while the option remains outstanding, to structure one or more options so that those options shall automatically accelerate and vest in full (and any repurchase rights of the Corporation with respect tothe unvested shares subject to those options shall immediately terminate) upon the occurrence of a Corporate Transaction, whether or not those options are to be assumed in the Corporate Transaction. 

4. The Board or Committee shall also have full power and authority, exercisable either at the time the option is grantedor at any time while the option remains outstanding, to structure such option so that the shares subject to that option will automatically vest on basis should the Optionee’s Service terminate by reason of the Optionee’s involuntarydismissal or discharge by the Corporation for reasons other than misconduct (“Involuntary Termination”) within a designated period (not to exceed one year) following the effective date of any Corporate Transaction in which the option isassumed and the repurchase rights applicable to those shares do not otherwise terminate. Any option so accelerated shall remain exercisable for the fully-vested option shares until the expiration or sooner termination of the option term. 

5. The portion of any Incentive Option accelerated in connection with a Corporate Transaction shall remain exercisable asan Incentive Option only to the extent the applicable One Hundred Thousand Dollar ($100,000.00) limitation is not exceeded. To the extent such dollar limitation is exceeded, the accelerated portion of such option shall be exercisable as aNon-Statutory Option under the Federal tax laws. 

6. The grant of options under the Plan shall in no wayaffect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets. 

III. STOCK ISSUANCE PROGRAM 

A. STOCK ISSUANCETERMS 

Shares of common stock may be issued at the discretion of the Board or Committee under the StockIssuance Program through direct and immediate issuances without any intervening option grants. Each such stock issuance shall comply with the terms specified below. 

1. Issuances. 

Shares of common stock may be issued under the Stock Issuance Program for past or future services rendered, or to berendered, to the Corporation (or any Parent or Subsidiary) as the Board may deem appropriate in each individual instance. 

2. Vesting Provisions. 

a. Shares of common stock issued under the Stock Issuance Program shall vest at the discretion of the Board or Committee.

 

B-5 

b. The Participant shall have full stockholder rights with respect to anyshares of common stock issued to the Participant under the Stock Issuance Program. Accordingly, the Participant shall have the right to vote such shares and to receive any regular cash dividends paid on such shares. 

IV. MISCELLANEOUS 

A. ADJUSTMENTS DUE TO STOCKSPLITS, MERGERS, CONSOLIDATION, ETC. 

If, at any time, the Corporation shall take any action, whether by stockdividend, stock split, combination of shares or otherwise, which results in a proportionate increase or decrease in the number of shares of common stock theretofore issued and outstanding, the number of shares which are reserved for issuance underthe Plan and the number of shares which, at such time, are subject to options shall, to the extent deemed appropriate by the Board or Committee, be increased or decreased in the same proportion, provided, however, that the Corporation shall not beobligated to issue fractional shares. 

Likewise, in the event of any change in the outstanding shares ofcommon stock by reason of any recapitalization, merger, consolidation, reorganization, combination or exchange of shares or other corporate change, the Board or Committee shall make such substitution or adjustments, if any, as it deems to beappropriate, as to the number or kind of shares of common stock or other securities which are reserved for issuance under the Plan and the number of shares or other securities which, at such time are subject to Options. 

B. EFFECTIVE DATE AND TERM OF PLAN 

1. The Plan shall become effective on March 23, 2010, provided that no Incentive Options may be granted unless thePlan is first approved by the Corporation’s stockholders. The Board may grant options and issue shares under the Plan at any time after the effective date of the Plan and before the date fixed herein for termination of the Plan. 

2. The Plan shall terminate upon the earliest of (i) the expiration of the ten (10)-year period measured from thedate the Plan is adopted by the Board, (ii) the date on which all shares available for issuance under the Plan shall have been issued as vested shares or (iii) the termination of all outstanding options in connection with a CorporateTransaction. All options and unvested stock issuances outstanding at the time of a clause (i) termination event shall continue to have full force and effect in accordance with the provisions of the documents evidencing those options orissuances. 

C. AMENDMENT OF THE PLAN 

The Board or Committee shall have complete and exclusive power and authority to amend or modify the Plan in any or allrespects, except for those persons ineligible to participate. However, no such amendment or modification shall adversely affect the rights and obligations with respect to options or unvested stock issuances at the time outstanding under the Planunless the Optionee or the Participant consents to such amendment or modification. In addition, certain amendments may require stockholder approval pursuant to applicable laws and regulations. 

D. WITHHOLDING 

The Corporation’s obligation to deliver shares of common stock upon the exercise of any options or upon the issuanceof shares issued under the Plan shall be subject to the satisfaction of all applicable Federal, state and local income and employment tax withholding requirements. 

 

B-6 

E. REGULATORY APPROVALS 

The implementation of the Plan, the granting of any options under the Plan and the issuance of any shares of common stock(i) upon the exercise of any option or (ii) under the Stock Issuance Program shall be subject to the Corporation’s obtaining all approvals and permits required by regulatory authorities having jurisdiction over the Plan, the optionsgranted under it and the shares of common stock issued pursuant to it. 

F. NO EMPLOYMENT OR SERVICE RIGHTS 

Nothing in the Plan shall confer upon the Optionee or the Participant any right to continue in Service for any period ofspecific duration or interfere with or otherwise restrict in any way the rights of the Corporation (or any Parent or Subsidiary employing or retaining such person) or of the Optionee or the Participant, which rights are hereby expressly reserved byeach, to terminate such person’s Service at any time for any reason, with or without cause. 

APPENDIX 

The following definitions shall be in effect under the Plan: 

Board shall mean the Corporation’s Board of Directors. 

Change of Control shall mean: 

(i) any person who is not currently such becomes the beneficial owner, directly or indirectly, of securities of theCompany representing 50% or more of the combined voting power of the Company’s then outstanding voting securities; or 

(ii) three or more directors, whose election or nomination for election is not approved by a majority of the IncumbentBoard (as defined in the Plan), are elected within any single 12-month period to serve on the Board of Directors; or 

(iii) members of the Incumbent Board cease to constitute a majority of the Board of Directors without the approval of theremaining members of the Incumbent Board; or 

(iv) any merger (other than a merger where the Company is thesurvivor and there is no accompanying change in control under subparagraphs (i), (ii) or (iii) of this paragraph) , consolidation, liquidation or dissolution of the Company, or the sale of all or substantially all of the assets of theCompany. 

Code shall mean the Internal Revenue Code of 1986, as amended. 

Common Stock shall mean the Corporation’s common stock, $.10 par value. 

Corporate Transaction shall mean either of the following stockholder-approved transactions to which the Corporation is a party:

(i) a merger or consolidation in which securities possessing more than fifty percent (50%) of the totalcombined voting power of the Corporation’s outstanding securities are transferred to a person or persons different from the persons holding those securities immediately prior to such transaction, or 

 

B-7 

(ii) the sale, transfer or other disposition of all or substantially all ofthe Corporation’s assets in complete liquidation or dissolution of the Corporation. 

Corporation shall mean Herley Industries, Inc., aDelaware corporation. 

Disability shall mean the inability of Optionee to engage in any substantial gainful activity by reasonof any medically determinable physical or mental impairment and shall be determined by the Plan Administrator on the basis of such medical evidence as the Plan Administrator deems warranted under the circumstances. Disability shall be deemed toconstitute Permanent Disability in the event that such Disability is expected to result in death or has lasted or can be expected to last for a continuous period of twelve (12) months or more. 

Eligibility. Incentive Options may only be granted to Employees other than the Chairman, Chief Executive Officer and directors.

Employee shall mean an individual who is in the employ of the Corporation (or any Parent or Subsidiary), subject to thecontrol and direction of the employer entity as to both the work to be performed and the manner and method of performance. 

Exercise Dateshall mean the date on which the option shall have been exercised. 

Exercise Price shall mean the exercise price payable per Option Share asspecified in the Grant Notice. 

Expiration Date shall mean the date on which the option expires as specified in the Grant Notice. 

Fair Market Value per share of common stock on any relevant date shall be determined in accordance with the following provisions:

(i) If the common stock is at the time traded on the NASDAQ Global or Capital Market, then the Fair MarketValue shall be the closing selling price per share of common stock on the date in question, as the price is reported by the National Association of Securities Dealers on the NASDAQ Global or Capital Market. If there is no closing selling price forthe common stock on the date in question, then the Fair Market Value shall be the closing selling price on the last preceding date for which such quotation exists. 

(ii) If the common stock is at the time listed on any Stock Exchange, then the Fair Market Value shall be the closingselling price per share of common stock on the date in question on the Stock Exchange determined by the Plan Administrator to be the primary market for the common stock, as such price is officially quoted in the composite tape of transactions onsuch exchange. If there is no closing selling price for the common stock on the date in question, then the Fair Market Value shall be the closing selling price on the last preceding date for which such quotation exists. 

(iii) If the common stock is at the time neither listed on any Stock Exchange nor traded on the NASDAQ Capital Market,then the Fair Market Value shall be determined by the Plan Administrator after taking into account such factors as the Plan Administrator shall deem appropriate. 

Grant Date shall mean the date of grant of the option as specified in the Grant Notice. 

Grant Notice shall mean the Notice of Grant of Stock Option accompanying the Agreement, pursuant to which Optionee has been informed ofthe basic terms of the option evidenced hereby. 

Incentive Option shall mean an option which satisfies the requirements of CodeSection 422. 

 

B-8 

Misconduct shall mean the commission of any act of fraud, embezzlement or dishonesty by theOptionee or Participant, any unauthorized use or disclosure by such person of confidential information or trade secrets of the Corporation (or any Parent or Subsidiary), or any other intentional misconduct by such person adversely affecting thebusiness or affairs of the Corporation (or any Parent or Subsidiary) in a material manner. The foregoing definition shall not be deemed to be inclusive of all the acts or omissions which the Corporation (or any Parent or Subsidiary) may consider asgrounds for the dismissal or discharge of any Optionee, Participant or other person in the Service of the Corporation (or any Parent or Subsidiary). 

1934 Act shall mean the Securities Exchange Act of 1934, as amended. 

Non-Employee Director shall have the meaning provided under Rule 16(b) or any successor rule under the 1934 Act. 

Non-Statutory Option shall mean an option not intended to satisfy the requirements of Code Section 422. 

Option Agreement shall mean the option agreement issued pursuant to the Grant Notice. 

Option Shares shall mean the number of shares of common stock subject to the option. 

Optionee shall mean the person to whom the option is granted as specified in the Grant Notice. 

Parent shall mean any corporation (other than the Corporation) in an unbroken chain of corporations ending with the Corporation, providedeach corporation in the unbroken chain (other than the Corporation) owns, at the time of the determination, stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporationsin such chain. 

Permitted Transfer shall mean (i) a gratuitous transfer of the Purchased Shares, provided and only ifOptionee obtains the Corporation’s prior written consent to such transfer, (ii) a transfer of title to the Purchased Shares effected pursuant to Optionee’s will or the laws of intestate succession following Optionee’s death or(iii) a transfer to the Corporation in pledge as security for any purchase-money indebtedness incurred by Optionee in connection with the acquisition of the Purchased Shares. 

Plan shall mean the Corporation’s 2010 Stock Plan. 

Plan Administrator shall mean either the Board or a committee of the Board acting in its capacity as administrator of the Plan.

Purchase Agreement shall mean the stock purchase agreement pursuant to the Grant Notice. 

Service shall mean the Optionee’s performance of services for the Corporation (or any Parent or Subsidiary) in the capacity of anEmployee. 

Stock Exchange shall mean the NASDAQ Global Market System, American Stock Exchange or the New York Stock Exchange. 

Subsidiary shall mean any corporation (other than the Corporation) in an unbroken chain of corporations beginning with the Corporation,provided each corporation (other than the last corporation) in the unbroken chain owns, at the time of the determination, stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of theother corporations in such chain. 

 

B-9 

Vesting Commencement Date shall mean the date on which the Option Shares commence to vest asspecified in the Grant Notice. 

Vesting Schedule shall mean the vesting schedule specified in the Grant Notice pursuant towhich the Optionee is to vest in the Option Shares in a series of installments over his or her period of Service. 

 

B-10