AMENDMENT #2 TO CARL W. GERST, JR. EMPLOYMENT AGREEMENT
AMENDMENT
#2 TO
▇▇▇▇
▇. ▇▇▇▇▇, ▇▇. EMPLOYMENT AGREEMENT
This
is
Amendment #2 to the Employment Agreement (“Agreement”) entered into between
Anaren, Inc. (“Employer”) and ▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇. (“Employee” or “▇▇. ▇▇▇▇▇”)
dated February 14, 2004.
RECITALS
1. Amendment
#1 to ▇▇. ▇▇▇▇▇’▇ Employment Agreement terminates on June 30, 2008, after which
it will have no force or effect.
2. ▇▇.
▇▇▇▇▇
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 ▇▇. ▇▇▇▇▇ 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
▇▇. ▇▇▇▇▇’▇ 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 ▇▇. ▇▇▇▇▇’▇ 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 ▇▇. ▇▇▇▇▇ 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 ▇▇. ▇▇▇▇▇ over a period of time mutually agreeable to ▇▇. ▇▇▇▇▇
and the Company, beginning on or after January 1, 2009. To avoid doubt, the
Company will pay ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 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 ▇▇. ▇▇▇▇▇, or in the event of his death, to his spouse, the Company will
have
no further obligation to ▇▇. ▇▇▇▇▇ 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 ▇▇. ▇▇▇▇▇ and his spouse.
4. Paragraph
3(b)(iv) is hereby amended to provide that in the event of ▇▇. ▇▇▇▇▇’▇ 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 ▇▇. ▇▇▇▇▇ age.
5. All
other
terms of the 2004 Employment Agreement will remain in full force and effect
except that ▇▇. ▇▇▇▇▇, 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.
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ANAREN,
INC.
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EMPLOYEE
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/s/
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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/s/
▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
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▇▇▇▇▇▇▇▇
▇. ▇▇▇▇
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▇▇▇▇
▇. ▇▇▇▇▇, ▇▇.
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President
and CEO
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Dated:
June
16, 2008
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Dated:
June
16, 2008
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