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

Date of Report (Date of earliest event reported):  May 13, 2009

Anaren, Inc.

(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. Employer Identification No.)

6635 Kirkville Road, East Syracuse, New York	13057
(Address of principal executive offices)	(Zip Code)

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

Not Applicable

(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 (see General Instructions A.2. below):

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 May 13, 2009, Anaren, Inc. (the “Company”) entered into Addendum #4 to the Employment Agreement with Carl W. Gerst, Jr., the Company’s Chief Technical Officer and Vice Chairman of the Board, effective as of June 30, 2009 (the “Addendum”).

Under the terms of the Employment Agreement, dated February 14, 2004, between the Company and Mr. Gerst (the “Employment Agreement”), Mr. Gerst’s term as the Company’s Chief Technical Officer would have expired on June 30, 2009 or such earlier date as provided in the Employment Agreement.  The Addendum extends the term of Mr. Gerst’s employment as a regular full time employee under the Employment Agreement through June 30, 2010 or such earlier date as may result pursuant to the terms of the Employment Agreement.

The foregoing description of the Addendum does not purport to be complete and is qualified in its entirety by reference to the Addendum 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 Addendum 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	Addendum #4 to Employment Agreement with Carl W. Gerst, Jr.

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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: May 14, 2009
	ANAREN, INC.
	By:	/s/ Lawrence A. Sala
		Name: Lawrence A. Sala Title: President and Chief Executive Officer

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EXHIBIT INDEX

Exhibit No.	Description
10.1	Addendum #4 to Employment Agreement with Carl W. Gerst, Jr.

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EX-10.1

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 unanimously approved at its May 13, 2009 regular meeting that the Company amend Mr. Gerst’s Employment Agreement to provide for his continued employment through and including June 30, 2010.

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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 the Employment Agreement is hereby amended so that the Employment Agreement continues, as most recently changed by Amendment #3, through and including June 30, 2010, subject to the termination provisions provided in the Employment Agreement.

2.           Paragraph 3(b)(iv) is amended to provide that in the event of Mr. Gerst’s death while this Amendment #4 is effective, his beneficiary will be entitled to the proceeds equal to three times his base salary, reduced by an amount actuarially determined based on Mr. Gerst’s age.

3.           Mr. Gerst acknowledges that in January, 2009 he received the Severance Compensation from the Company in accordance with the terms of Amendment #3, and not withstanding any provision in the Employment Agreement, Mr. Gerst further acknowledges that he is not entitled to any additional severance compensation regardless of the reason for his eventual separation from employment.

4.           All other terms of the 2004 Employment Agreement, as modified by Amendment #3 and this Amendment #4, will remain in full force and effect.

ANAREN, INC.
/s/ Lawrence A. Sala	/s/ Carl W. Gerst, Jr.
Lawrence A. Sala President and CEO	Carl W. Gerst, Jr.
Dated: May 13, 2009	Dated: May 13, 2009

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