Unassociated Document


    


    AMENDMENT
#4 TO

    CARL
W. GERST, JR. EMPLOYMENT AGREEMENT

    


    


    This sets forth Amendment #4 to the
Employment Agreement entered into between Anaren, Inc. (“Employer”) and Carl W.
Gerst, Jr. (“Mr. Gerst”) dated February 14, 2004.

     

    RECITALS

     

    1.           The
original term of the Employment Agreement was scheduled to expire as of June 30,
2007.

     

    2.           Pursuant
to Amendment #1 and Amendment #2 to the Employment Agreement, the term of the
Employment Agreement was extended and now expires on June 30, 2009, subject to
the termination provisions provided in the Employment Agreement.

     

    3.           Amendment
#3 to the Employment Agreement dated December 30, 2008 incorporated changes to
the Employment Agreement to reflect the application of Internal Revenue Code
Section 409A. to certain provisions of the Employment Agreement.

     

    4.           The
parties desire to continue Mr. Gerst’s employment with the Company on the same
terms and conditions currently applicable.

     

    5.           The
Compensation Committee of Anaren’s Board of Directors recommended, and the Board
unanimously approved at its May 13, 2009 regular meeting that the Company amend
Mr. Gerst’s Employment Agreement to provide for his continued employment through
and including June 30, 2010.

     

    
      
        
        

      

      
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    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 the Employment Agreement is hereby amended so that the Employment
Agreement continues, as most recently changed by Amendment #3, through and
including June 30, 2010, subject to the termination provisions provided in the
Employment Agreement.

     

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

     

    3.           Mr.
Gerst acknowledges that in January, 2009 he received the Severance Compensation
from the Company in accordance with the terms of Amendment #3, and not
withstanding any provision in the Employment Agreement, Mr. Gerst further
acknowledges that he is not entitled to any additional severance compensation
regardless of the reason for his eventual separation from
employment.

     

    4.           All
other terms of the 2004 Employment Agreement, as modified by Amendment #3 and
this Amendment #4, will remain in full force and effect.

    


    

      
        	 	 	 	 	 
	 	 	 	 	 
	ANAREN,
      INC.	 	 	 	 
	 	 	 	 	 
	
                /s/
      Lawrence
      A. Sala

              	 	 	
                /s/
      Carl W. Gerst, Jr.

              	 
	
                

                  Lawrence
      A. Sala

                  President
      and CEO

                

              	 	 	
                Carl
      W. Gerst, Jr.

              	 
	 	 	 	 	 
	Dated: May
      13, 2009	 	 	Dated: May
      13, 2009	 


      

    

     

     

    
      
        
        

      

      
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