Unassociated Document


    Exhibit
10.1

    


    AMENDMENT TO EMPLOYMENT
AGREEMENT

    


    


    This sets
forth the terms of an Amendment to the Employment Agreement between Anaren, Inc.
("Employer") and Lawrence A. Sala ("Employee"), which Employment Agreement was
made effective as of July 1, 2006 (“Employment Agreement”).

     

    Effective
as of July 1, 2006, the Employment Agreement is amended as follows:

     

    1.            
Subparagraph 1(c) of the Employment Agreement is amended by adding the following
new sentence at the end of subparagraph 1(c):

     

    Such pro
rata portion shall be paid in a single lump sum on the later of the first of the
seventh calendar month that follows Employee's termination of employment or the
15th day of third calendar month that follows the fiscal year of Employer during
which Employee's termination occurs.

    


    2.         
   The third and fourth sentences of subparagraph 1(d) of the
Employment Agreement are amended and restated to provide in their entirety as
follows (the amended portions are underscored):

     

    Payments
required pursuant to the preceding sentence shall be paid in three substantially
equal installments, with the first installment paid on the first day of the
seventh month following the date Employee's employment ends, and with the
second and third installments paid on the last business day of the ninth and
twelfth calendar month, respectively, following the date Employee's employment
ends.  For the 12-month period
during which the Severance Compensation is paid, Employee shall be eligible to
continue to participate in Employer's medical, dental, disability (short term
and long term) and group term and whole life insurance plans, but not in any
other Employer fringe benefit plan, as if Employee was an active, full time
Employee.

    


    3.       
     Subparagraph 1(d) of the Employment Agreement is
amended further by adding the following new sentence between the existing fourth
and fifth sentences of subparagraph 1(d):

     

    The right
to continue participation in the foregoing insurance plans is not subject to
liquidation or exchange for another benefit.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    4.         
   The second sentence of clause (iii) of subparagraph 3(b) of
the Employment Agreement is amended and restated to provide in its entirety as
follows (the amended portion is underscored):

     

    Additionally,
Employer shall treat as immediately exercisable each unexpired stock option held
by Employee that is not exercisable or that has not been fully exercised, so as
to permit Employee (or his beneficiary) to purchase any portion or all of the
Employer common stock not yet purchased pursuant to each such option until the earlier of the latest
date upon which the option could have expired by its original terms under any
circumstances or the tenth anniversary of the date the option was
granted.

    


    5.        
    Clause (i) of subparagraph 3(d) of the Employment
Agreement is amended and restated to provide in its entirety as follows (the
amended portions are underscored):

     

    the involuntary
assignment to Employee of any duties that are materially
inconsistent with Employee's position (including any change in his status,
offices, and titles), authority, duties, responsibilities as contemplated by
paragraphs 1 and 2 of this Agreement; or

    


    6.          
  Clauses (i) – (iv) of subparagraph 3(e) of the Employment Agreement
are amended and restated to provide in their entirety as follows (the amended
portions are underscored):

     

    
      	
               
      

            	
              (i)

            	
              the
      Severance Compensation described in subparagraph 1(d) of this Agreement
      which shall be paid in a single sum on the first day of
      the seventh month following
termination;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              an
      amount equal to the difference between the total purchase price plus
      capital improvements paid by Employee for and with respect to the home
      currently owned and occupied by him in the Syracuse area and the proceeds
      of the sale of such home by Employee following the termination of his
      employment, if Employee (A)
      elects to move outside of the Metropolitan Syracuse area to take other
      employment, (B)
      completes a sale of such home within one year of his termination of
      employment, and (C) establishes to the satisfaction of the Board of
      Directors that he was unable,
      despite reasonable efforts, to sell the home for a sum equal to or greater
      than the purchase price plus capital
      improvements; provided that, in lieu of the payment
      required above, Employer may (in its
      discretion) purchase the home for a sum equal to the price Employee
      paid for it plus
      capital improvements; and provided further that, in either case, the
      payment or purchase shall made in a single sum on the first day of the
      14th month following Employee's
  termination;

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (iii)

            	
              the
      right to dispose of any restricted stock granted to Employee and to
      exercise each unexpired stock option held by Employee that is not
      exercisable or that has not been fully exercised, so as to permit the
      Employee to purchase any portion or all of the Employer stock not yet
      purchased pursuant to each such option until the earlier of the
      latest date upon which the option could have expired by its original terms
      under any circumstances or the tenth anniversary of the date the
      option was granted; and

            


    

    
      
        	 	 	 
	
                 
      

              	
                (iv)

              	
                Fifteen
      thousand dollars ($15,000), to be used for
      retaining  professional outplacement services through a company
      of Employee's choice, which shall be paid in
      a single sum on the first day of the seventh month following Employee’s
      termination.

              


      

    

    


    7.           
 Clauses (i), (iv), (v) and (vii) of subparagraph 6(a) of the Employment
Agreement are amended and restated to provide in its entirety as follows (the
amended portions are underscored):

    
      
        	 	 	 
	
                 
      

              	
                (i)

              	
                pay
      Employee the
      Severance Compensation described in subparagraph 1(d) of this
      Agreement in a
      single sum on the first day of the seventh month following
      termination;

              


      

    

    


    
      	
               
      

            	
              (iv)

            	
              to
      the extent the benefits provided to Employee in 6(a)(iii) above are deemed
      taxable benefits, Employer shall reimburse Employee for taxes owed by
      Employee on the benefits and the tax reimbursement, which reimbursement
      shall be made within 90 days of the date that Employee remits the related
      taxes;

            


    

    


    
      	
               
      

            	
              (v)

            	
              treat
      as immediately exercisable each unexpired stock option that is not
      otherwise exercisable or that has not been fully exercised, so as to
      permit Employee to purchase any portion or all of the Employer stock or
      successor stock not yet purchased pursuant to each such option until the earlier of the
      latest date upon which the option could have expired by its original terms
      under any circumstances or the tenth anniversary of the date the
      option was granted;

            


    

    


    
      	
               
      

            	
              (vii)

            	
              pay
      to Employee an
      amount equal to the difference between the total purchase price
      plus capital improvements paid by Employee for and with respect to the
      home currently owned and occupied by
      him in the Syracuse area and the proceeds of the sale of such home by
      Employee following the termination of his employment, if Employee (A)
      elects to move outside of the Metropolitan Syracuse area to take other
      employment, (B)
      completes a sale of such home within one year of his termination of
      employment, and (C) establishes to the satisfaction of the Board of
      Directors that he was unable,
      despite reasonable efforts, to sell the home for a sum equal to or greater
      than the
      purchase price plus capital improvements; provided that,
      in lieu of the
      payment required above, Employer may (in its
      discretion) purchase the home for a sum equal to the price Employee
      paid for it plus capital improvements; and provided further
      that, in either case, the payment or purchase shall made in a single sum
      on the first day of the 14th month following Employee's
      termination.

            


    

    


    
      
        
        

      

      
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    8.        
    Subparagraph 6(b) of the Employment Agreement is amended
and restated to provide in its entirety as follows (the amended portions are
underscored):

     

    (b)           If
any portion of the amounts paid to, or value received by Employee following a
“change of control” (whether paid or received pursuant to this paragraph 6 or
otherwise) constitutes an “excess parachute payment” within the meaning of
Internal Revenue Code Section 280G, then the parties shall negotiate a
restructuring of payment dates and/or methods to minimize or eliminate the
application of Internal Revenue Code
Section 280G; but only if and to the extent such restructuring will not result
in the premature recognition of income or the imposition of excise taxes under
Internal Revenue Code Section 409A.  If an agreement to
restructure payments is not reached within
sixty days of the date the first payment is due under this paragraph 6, then
payment shall be made without restructuring.  In that case, Employee
shall be responsible for all taxes and penalties payable by Employee as a result
of Employee’s receipt of “excess parachute payments”; provided that Employer shall
reimburse Employee for any excise taxes owed by Employee on such “excess
parachute payments” and for income and excise taxes owed on the
reimbursement.  Reimbursement shall be made within 90 days of the date
that Employee remits the related excise and income taxes.

    


    The
foregoing Amendment is established by the following signatures of the parties to
the Employment Agreement.

    
      
        
          
            
              
                
                  
                    
                      
                        
                          	 	 
	 	 
	 	
                                  ANAREN,
      INC.

                                
	 	 
	 	 
	 	
                                  By: s/s Carl W. Gerst,
      Jr.

                                
	 	
                                  Carl
      W. Gerst, Jr.,

                                
	 	
                                  Vice
      Chairman of the Board

                                
	 	 
      
	 	
                                  Date:  December
      30, 2008

                                
	 	 
      
	 	 
      
	 	
                                  s/s Lawrence A. Sala

                                
	 	
                                  Lawrence
      A. Sala, President and CEO

                                
	 	 
      
	 	
                                  Date:  December
      30,
2008

                                


                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         

      

      
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