OFFER OF EMPLOYMENT

Exhibit 10.1

July 6, 2005,

Mr. Matthew K. Behrent
19 Pierrepont St., #3
Brooklyn, NY 11201

Dear Matt:

I am pleased to offer you the position of Senior Vice President & Chief Acquisitions Officer of Glenayre Electronics, Inc. This position is located in New York, NY and reports to Clarke H. Bailey, Chairman & CEO.

Your base compensation will be $200,000 annually ($7,692.31 bi-weekly — 26 pay periods per year). Your first 6 months of employment will serve as an orientation period during which your performance will be evaluated and reviewed to ensure that you have the opportunity to fulfill your personal potential, as well as the duties of your position. Formal performance and salary reviews occur at least annually.

In addition to the benefits outlined in the enclosed summary, your offer also includes:

•		An award to purchase 100,000 shares of common stock of Glenayre Technologies, Inc. The option exercise price will be the stock’s closing price on the last trading day of the month in which you start work (the “Award Date”). One third of the options will vest on the first anniversary of the award date. The remaining options will vest in one-third increments on the second, and third anniversaries, respectively, of the award date. Upon the Committee’s approval, this award will be subject to all the terms and conditions of the Glenayre Incentive Stock Plan and the Stock Option Agreement with you.
•		An award to purchase 150,000 shares of com