8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

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Date of Report (Date of earliest event reported): June 16, 2008

Anaren, Inc.

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(Exact Name of Registrant as Specified in Charter)

New York	000-6620	16-0928561
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employe Identification No.)

6635 Kirkville Road, East Syracuse, New York 13057

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(Address of Principal Executive Offices)(Zip Code)

Registrant's telephone number, including area code: (315) 432-8909

Not Applicable

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(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 1 - Registrant’s Business and Operations

Item 1.01 Entry into a Material Definitive Agreement.

On June 16, 2008, Anaren, Inc. (the “Company”) entered into Amendment #2 to the Employment Agreement with Carl W. Gerst, Jr., the Company’s Chief Technical Officer and Vice Chairman of the Board, effective as of July 1, 2008 (“Amendment #2”).

Under the terms of the Employment Agreement, dated February 14, 2004, between the Company and Mr. Gerst (the “Employment Agreement”), as amended on May 16, 2007, Mr. Gerst’s term as the Company’s Chief Technical Officer would have expired on June 30, 2008 or such earlier date as provided in the Employment Agreement. Amendment #2 extends the term of Mr. Gerst’s employment as a regular full time employee under the Employment Agreement through June 30, 2009 or such earlier date as may result pursuant to the terms of the Employment Agreement. Amendment #2 does permit Mr. Gerst to begin receiving certain severance payments, which were originally provided for in his Employment Agreement, beginning in January 2009.

The foregoing description of Amendment #2 does not purport to be complete and is qualified in its entirety by reference to the Amendment #2 attached to this Current Report on Form 8-K as Exhibit 10.1 and the Employment Agreement filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 3, 2004. The Amendment and the Employment Agreement are incorporated by reference as if fully set forth herein and therein.

Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

(d)Exhibits

Exhibit No.	Description
10.1	Amendment #2 to the Employment Agreement with Carl W. Gerst, Jr.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

DATE:June 20, 2008
	ANAREN, INC.
	By:	/s/ Lawrence A. Sala
		Name: Lawrence A. Sala
		Title: President and Chief Executive Officer

EXHIBIT INDEX

Exhibit No.	Description
10.1	Amendment #2 to the Employment Agreement with Carl W. Gerst, Jr.

EX-10.1

AMENDMENT #2 TO

CARL W. GERST, JR. EMPLOYMENT AGREEMENT

This is Amendment #2 to the Employment Agreement (“Agreement”) entered into between Anaren, Inc. (“Employer”) and Carl W. Gerst, Jr. (“Employee” or “Mr. Gerst”) dated February 14, 2004.

RECITALS

1.Amendment #1 to Mr. Gerst’s Employment Agreement terminates on June 30, 2008, after which it will have no force or effect.

2.Mr. Gerst 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 Mr. Gerst 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 Mr. Gerst’s 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 Mr. Gerst’s 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 Mr. Gerst 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 Mr. Gerst over a period of time mutually agreeable to Mr. Gerst and the Company, beginning on or after January 1, 2009. To avoid doubt, the Company will pay Mr. Gerst Severance 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 Mr. Gerst, or in the event of his death, to his spouse, the Company will have no further obligation to Mr. Gerst 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 Mr. Gerst and his spouse.

4.Paragraph 3(b)(iv) is hereby amended to provide that in the event of Mr. Gerst’s 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 Mr. Gerst age.

5.All other terms of the 2004 Employment Agreement will remain in full force and effect except that Mr. Gerst, 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.

ANAREN, INC.	EMPLOYEE
/s/ Lawrence A. Sala	/s/ Carl W. Gerst, Jr.
Lawrence A. Sala	Carl W. Gerst, Jr.
President and CEO
Dated: June 16, 2008	Dated: June 16, 2008