AMENDMENT #4 TO CARL W. GERST, JR. EMPLOYMENT AGREEMENT

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 una