Common use of Termination by the Employer for Cause Clause in Contracts

Termination by the Employer for Cause. The Employer has the right, at any time and without notice or compensation in lieu of notice (unless expressly required by the ESA), to terminate the Employee’s employment for cause. In the event that the Employee’s employment is terminated for cause, the Employer will be required to provide the Employee only with the following: (a) any portion of the Employee’s Base Salary earned up to and including the Termination Date but not yet paid; (b) accrued vacation pay, if any, that the Employee earned up to and including the Termination Date that has not yet paid; (c) any expense reimbursements incurred by the Employee up to and including the Termination Date but not yet paid; and (d) unless specifically disentitled by the ESA, the minimum statutory notice or pay in lieu of notice, benefits continuation, severance pay, if applicable, and any other minimum requirements of the ESA. Without limiting the foregoing, any one or more of the following events shall constitute cause: a. theft, dishonesty, or other similar behaviour by the Employee; b. the conviction of the Employee of any criminal or quasi-criminal offence for which the Employee has not been pardoned provided that such pardon has not been revoked; c. any material neglect of duty or misconduct of the Employee in discharging any of the Employee’s duties and responsibilities hereunder; d. any conduct of the Employee which, in the opinion of the Employer, acting reasonably, is materially detrimental to the Employer; e. any material default of the Employee’s obligations under this Agreement; f. any material failure of or refusal by the Employee to comply with the lawful policies, rules and regulations of the Employer; or g. any act, omission or cause of action recognized as cause under law. For greater certainty, nothing herein is intended to limit the Employee’s entitlement to any minimum statutory termination entitlements under the ESA, and such minimum statutory entitlements shall, if required, apply.

Termination by the Employer for Cause. The Employer has the right, at any time and without notice or compensation in lieu of notice (unless expressly required by the ESA), to may terminate the Employee’s employment for causewith cause upon immediate written notice to Employee. In the event that of a termination with cause, Employee shall be entitled to receive his Base Salary to the Employee’s employment is terminated for causedate of termination of employment. Employee shall not be entitled to receive any additional compensation or benefits unless as otherwise provided herein. For this purpose, the Employer will shall be required deemed to provide have “Cause” following the Employee only with the following: (a) occurrence of any portion of the Employee’s Base Salary earned up to and including the Termination Date but not yet paid; (b) accrued vacation pay, if any, that the Employee earned up to and including the Termination Date that has not yet paid; (c) any expense reimbursements incurred by the Employee up to and including the Termination Date but not yet paid; and (d) unless specifically disentitled by the ESA, the minimum statutory notice or pay in lieu of notice, benefits continuation, severance pay, if applicable, and any other minimum requirements of the ESA. Without limiting the foregoing, any one or more of the following events shall constitute causeevents: a. theft, dishonesty(i) Conviction by Employee of an act or omission which is determined by a court with jurisdiction over a matter to constitute a felony under any federal or state laws which act or omission (i) invokes moral turpitude or serious bodily harm to any person, or other similar behaviour by (ii) materially adversely affects the Employee; b. the conviction of the Employee of any criminal financial well-being or quasi-criminal offence for which the Employee has not been pardoned provided that such pardon has not been revoked; c. any material neglect of duty or misconduct of the Employee in discharging any of the Employee’s duties and responsibilities hereunder; d. any conduct of the Employee which, in the opinion reputation of the Employer, acting reasonablyor (iii) reflects adversely upon Employee’s fitness for continued service as General Manager of the Employer, which in any such case shall be determined by Anaren senior management in its reasonable discretion. (ii) Alcoholism or illegal drug use, if established by competent evidence including a written certification by at least two qualified physicians and upon not less than fifteen (15) days detailed written notice to the Employee. The Employer shall have the right, but not the obligation, upon reasonable cause, to demand that Employee submit to a medical examination by a qualified independent physician selected by the Employer and reasonably acceptable to Employee to ascertain whether such condition exists. The Employee is materially detrimental entitled to contest any such allegations in accordance with the procedures set forth in paragraph 9 below. (iii) A willful or grossly negligent breach of any of Employee’s fiduciary duties to the Employer; e. any material default , including without limitation the duty of loyalty, which materially adversely affects the financial well-being of the Employer or which otherwise reflects adversely upon Employee’s fitness for continued service as General Manager of the Employer, which in either case shall be determined by Anaren’s senior management in its reasonable discretion, provided Employer gives Employee at least fifteen (15) days written notice from his manager which describes the allegations in reasonable detail. If the Employee contests the allegations, the matter will be resolved by arbitration as set forth in paragraph 9 below. Notwithstanding the foregoing, no act or failure to act on the Employee’s obligations under this Agreement; f. any material failure of part shall be deemed “willful” or refusal “grossly negligent” unless done, or omitted to be done, by the Employee without reasonable belief that the action or omission was in the best interest of Employer. (iv) Willful or grossly negligent mismanagement by Employee , including, but not limited to a 25% decline in revenue or a 50% decline in EBITDA (determined in accordance with generally accepted accounting principles consistently applied) for any fiscal year compared with AML Communications fiscal year 2011 as the base year . Notwithstanding the foregoing, no decline in revenue or EBITDA shall constitute mismanagement if a comparable decline in revenue or EBITDA has affected Anaren’s Space & Defense Group. Notwithstanding the foregoing, no act or failure to act on the Employee’s part shall be deemed “willful” or “grossly negligent” unless done, or omitted to be done, by the Employee without reasonable belief that the action or omission was in the best interest of Employer, however, a determination of “mismanagement” due to Employee’s failure to sustain the revenue and profitability thresholds identified in this subparagraph (iv) shall not be subject to this qualification. Notwithstanding anything to the contrary in this paragraph 4(b), if Employee is terminated solely due to this subparagraph (iv), Employer will pay Employee, in addition to any Base Salary earned but unpaid, up to two years of Base Salary, provided he continues to comply with the lawful policies, rules restrictive covenants set forth in paragraphs 6 and regulations 7. Payments of Base Salary shall be made in monthly installments beginning within 30 days following Employee’s termination of employment and ending on the earlier of the Employer; or g. any actexpiration of such two-year period or the expiration of the Period of Employment. If the Employee contests Anaren’s determination, omission the matter will be resolved by arbitration as set forth in paragraph 9 and no termination will occur until the arbitrator has rendered his/her ruling. Employee shall be placed on unpaid administrative leave pending the outcome of the arbitration, and the arbitrator may, if he or cause she finds in favor of action recognized as cause under law. For greater certainty, nothing herein is intended to limit the Employee, award back pay for the interim period. It is expressly understood that in rendering his/her decision as to whether the Employee engaged in “willful” or “grossly negligent” mismanagement, the arbitrator shall take into consideration whether the revenue or profitability thresholds identified in this subparagraph (iv) were triggered due to Anaren’s entitlement to any minimum statutory termination entitlements under directives that were implemented without concurrence from Employee or were the ESAresult of Employee’s mismanagement. “EBITDA” shall mean earnings before interest, taxes, depreciation and such minimum statutory entitlements shall, if required, applyamortization of AML.

Termination by the Employer for Cause. The Employer has the right, at any time and without notice or compensation in lieu of notice (unless expressly required by the ESA), to may terminate the Employee’s employment for causewith cause upon immediate written notice to Employee. In the event that of a termination with cause, Employee shall be entitled to receive his Base Salary to the Employee’s employment is terminated for causedate of termination of employment. Employee shall not be entitled to receive any additional compensation or benefits unless as otherwise provided therein. For this purpose, the Employer will shall be required deemed to provide have “Cause” following the Employee only with the following: (a) occurrence of any portion of the Employee’s Base Salary earned up to and including the Termination Date but not yet paid; (b) accrued vacation pay, if any, that the Employee earned up to and including the Termination Date that has not yet paid; (c) any expense reimbursements incurred by the Employee up to and including the Termination Date but not yet paid; and (d) unless specifically disentitled by the ESA, the minimum statutory notice or pay in lieu of notice, benefits continuation, severance pay, if applicable, and any other minimum requirements of the ESA. Without limiting the foregoing, any one or more of the following events shall constitute causeevents: a. theft, dishonesty(i) Conviction by Employee of an act or omission which is determined by a court with jurisdiction over a matter to constitute a felony under any federal or state laws which act or omission (i) invokes moral turpitude or serious bodily harm to any person, or other similar behaviour by (ii) materially adversely affects the Employee; b. the conviction of the Employee of any criminal financial well-being or quasi-criminal offence for which the Employee has not been pardoned provided that such pardon has not been revoked; c. any material neglect of duty or misconduct of the Employee in discharging any of the Employee’s duties and responsibilities hereunder; d. any conduct of the Employee which, in the opinion reputation of the Employer, acting reasonablyor (iii) reflects adversely upon Employee’s fitness for continued service as Manager, Engineering of the Employer, which in any such case shall be determined by Anaren senior management in its reasonable discretion. (ii) Alcoholism or illegal drug use, if established by competent evidence including a written certification by at least two qualified physicians and upon not less than fifteen (15) days detailed written notice to the Employee. The Employer shall have the right, but not the obligation, upon reasonable cause, to demand that Employee submit to a medical examination by a qualified independent physician selected by the Employer and reasonably acceptable to Employee to ascertain whether such condition exists. The Employee is materially detrimental entitled to contest any such allegations in accordance with the procedures set forth in paragraph 9 below. (iii) A willful or grossly negligent breach of any of Employee’s fiduciary duties to the Employer; e. any material default , including without limitation the duty of loyalty, which materially adversely affects the financial well-being of the Employer or which otherwise reflects adversely upon Employee’s fitness for continued service as General Manager of the Employer, which in either case shall be determined by Anaren’s senior management in its reasonable discretion, provided Employer gives Employee at least fifteen (15) days written notice from his manager which describes the allegations in reasonable detail. If the Employee contests the allegations, the matter will be resolved by arbitration as set forth in paragraph 9 below. Notwithstanding the foregoing, no act or failure to act on the Employee’s obligations under this Agreement; f. any material failure of part shall be deemed “willful” or refusal “grossly negligent” unless done, or omitted to be done, by the Employee without reasonable belief that the action or omission was in the best interest of Employer. (iv) Willful or grossly negligent mismanagement by Employee, including, but not limited to a 25% decline in revenue or a 50% decline in EBITDA (determined in accordance with generally accepted accounting principles consistently applied) for any fiscal year compared with AML Communications fiscal year 2011 as the base year. Notwithstanding the foregoing, no decline in revenue or EBITDA shall constitute mismanagement if a comparable decline in revenue or EBITDA has affected Anaren’s Space & Defense Group. Notwithstanding the foregoing, no act or failure to act on the Employee’s part shall be deemed “willful” or “grossly negligent” unless done, or omitted to be done, by the Employee without reasonable belief that the action or omission was in the best interest of Employer, however, a determination of “mismanagement” due to Employee’s failure to sustain the revenue and profitability thresholds identified in this subparagraph (iv) shall not be subject to this qualification. Notwithstanding anything to the contrary in this paragraph 4(b), if Employee is terminated solely due to not meeting the revenue or profitability expectation thresholds identified in subparagraph (iv), Employer will pay Employee, in addition to any Base Salary earned but unpaid, up to eighteen (18) months of Base Salary, provided he continues to comply with the lawful policies, rules restrictive covenants set forth in paragraphs 6 and regulations 7. Payments of Base Salary shall be made in monthly installments beginning within 30 days following Employee’s termination of employment and ending on the earlier of the Employer; or g. any actexpiration of such two-year period or the expiration of the Period of Employment. If the Employee contests Anaren’s determination, omission the matter will be resolved by arbitration as set forth in paragraph 9 and no termination will occur until the arbitrator has rendered his/her ruling. Employee shall be placed on unpaid administrative leave pending the outcome of the arbitration, and the arbitrator may, if he or cause she finds in favor of action recognized as cause under law. For greater certainty, nothing herein is intended to limit the Employee, award back pay for the interim period. It is expressly understood that in rendering his/her decision as to whether the Employee engaged in “willful” or “grossly negligent” mismanagement, the arbitrator shall take into consideration whether the decline in revenue or profitability identified in this subparagraph (iv) were triggered due to Anaren’s entitlement to any minimum statutory termination entitlements under directives that were implemented without concurrence from either Employee, or Xx. Xxxxx, or were the ESAresult of Employee’s mismanagement. “EBITDA” shall mean earnings before interest, taxes, depreciation and such minimum statutory entitlements shall, if required, applyamortization of AML.

Termination by the Employer for Cause. The Employer has the right, at any time and without notice or compensation in lieu of notice (unless expressly required by the ESA), to may terminate the Employee’s employment for causewith cause upon immediate written notice to Employee. In the event that of a termination with cause, Employee shall be entitled to receive his Base Salary to the Employee’s employment is terminated for causedate of termination of employment. Employee shall not be entitled to receive any additional compensation or benefits unless as otherwise provided therein. For this purpose, the Employer will shall be required deemed to provide have “Cause” following the Employee only with the following: (a) occurrence of any portion of the Employee’s Base Salary earned up to and including the Termination Date but not yet paid; (b) accrued vacation pay, if any, that the Employee earned up to and including the Termination Date that has not yet paid; (c) any expense reimbursements incurred by the Employee up to and including the Termination Date but not yet paid; and (d) unless specifically disentitled by the ESA, the minimum statutory notice or pay in lieu of notice, benefits continuation, severance pay, if applicable, and any other minimum requirements of the ESA. Without limiting the foregoing, any one or more of the following events shall constitute causeevents: a. theft, dishonesty(i) Conviction by Employee of an act or omission which is determined by a court with jurisdiction over a matter to constitute a felony under any federal or state laws which act or omission (i) invokes moral turpitude or serious bodily harm to any person, or other similar behaviour by (ii) materially adversely affects the Employee; b. the conviction of the Employee of any criminal financial well-being or quasi-criminal offence for which the Employee has not been pardoned provided that such pardon has not been revoked; c. any material neglect of duty or misconduct of the Employee in discharging any of the Employee’s duties and responsibilities hereunder; d. any conduct of the Employee which, in the opinion reputation of the Employer, acting reasonablyor (iii) reflects adversely upon Employee’s fitness for continued service as Manager, Sales and Marketing of the Employer, which in any such case shall be determined by Anaren senior management in its reasonable discretion. (ii) Alcoholism or illegal drug use, if established by competent evidence including a written certification by at least two qualified physicians and upon not less than fifteen (15) days detailed written notice to the Employee. The Employer shall have the right, but not the obligation, upon reasonable cause, to demand that Employee submit to a medical examination by a qualified independent physician selected by the Employer and reasonably acceptable to Employee to ascertain whether such condition exists. The Employee is materially detrimental entitled to contest any such allegations in accordance with the procedures set forth in paragraph 9 below. (iii) A willful or grossly negligent breach of any of Employee’s fiduciary duties to the Employer; e. any material default , including without limitation the duty of loyalty, which materially adversely affects the financial well-being of the Employer or which otherwise reflects adversely upon Employee’s fitness for continued service as Manager, Sales and Marketing of the Employer, which in either case shall be determined by Anaren’s senior management in its reasonable discretion, provided Employer gives Employee at least fifteen (15) days written notice from his manager which describes the allegations in reasonable detail. If the Employee contests the allegations, the matter will be resolved by arbitration as set forth in paragraph 9 below. Notwithstanding the foregoing, no act or failure to act on the Employee’s obligations under this Agreement; f. any material failure of part shall be deemed “willful” or refusal “grossly negligent” unless done, or omitted to be done, by the Employee without reasonable belief that the action or omission was in the best interest of the Employer. (iv) Willful or grossly negligent mismanagement by Employee, including, but not limited to a 25% decline in revenue or a 50% decline in EBITDA (determined in accordance with generally accepted accounting principles consistently applied) for any fiscal year compared with AML Communications fiscal year 2011 as the base year. Notwithstanding the foregoing, no decline in revenue or EBITDA shall constitute mismanagement if a comparable decline in revenue or EBITDA has affected Anaren’s Space & Defense Group. Notwithstanding the foregoing, no act or failure to act on the Employee’s part shall be deemed “willful” or “grossly negligent” unless done, or omitted to be done, by the Employee without reasonable belief that the action or omission was in the best interest of Employer, however, a determination of “mismanagement” due to Employee’s failure to sustain the revenue and profitability thresholds identified in this subparagraph (iv) shall not be subject to this qualification. Notwithstanding anything to the contrary in this paragraph 4(b), if Employee is terminated solely due to not meeting the revenue or profitability expectation thresholds identified in subparagraph (iv), Employer will pay Employee, in addition to any Base Salary earned but unpaid, up to one year of Base Salary, provided he continues to comply with the lawful policies, rules restrictive covenants set forth in paragraphs 6 and regulations 7. Payments of Base Salary shall be made in monthly installments beginning within 30 days following Employee’s termination of employment and ending on the earlier of the Employer; or g. any actexpiration of such one-year period or the expiration of the Period of Employment. If the Employee contests Anaren’s determination, omission the matter will be resolved by arbitration as set forth in paragraph 9 and no termination will occur until the arbitrator has rendered his/her ruling. Employee shall be placed on unpaid administrative leave pending the outcome of the arbitration, and the arbitrator may, if he or cause she finds in favor of action recognized as cause under law. For greater certainty, nothing herein is intended to limit the Employee, award back pay for the interim period. It is expressly understood that in rendering his/her decision as to whether the Employee engaged in “willful” or “grossly negligent” mismanagement, the arbitrator shall take into consideration whether the revenue or profitability identified in this subparagraph (iv) were triggered due to Anaren’s entitlement to any minimum statutory termination entitlements under directives that were implemented without concurrence from Employee or were the ESAresults of Employee’s mismanagement. “EBITDA” shall mean earnings before interest, taxes, depreciation and such minimum statutory entitlements shall, if required, applyamortization of AML.

Termination by the Employer for Cause. The Employer has the right, at any time and without notice or compensation in lieu of notice (unless expressly required Employee's employment hereunder may be terminated by the ESA)Employer for Cause effective immediately, upon written notice to terminate the Employee’s employment . Upon termination for cause. In the event that the Employee’s employment is terminated for causeCause, the Employer shall pay to the Employee a payment reflecting accrued but unused PTO days and any unreimbursed business expenses under Section 4, provided that reimbursement of such unreimbursed business expenses shall be made with six (6) months after the Employee submits documentation of such expenses in accordance with Company policy, and the Employer shall have no further liability to the Employee other than: (1) Annual Base Salary through the date of termination of employment Base; and (2) any vested RSU's, vested Long Term Incentive Compensation or vested Share Incentive Compensation (in all cases, in accordance with the plan or grant letter applicable to such compensation). Other than as set forth in in this Section 5(a), the following shall constitute "Cause" for such termination: (i) continued failure or refusal to satisfactorily perform the Employee's employment duties (for the avoidance of doubt, the standard for determining whether the Employee has failed or refused to satisfactorily perform the Employee's duties will be required an objective standard, not the Employer's or the Employee's subjective views, and neither the Employer's determination nor the Employee's determination as to provide such refusal or failure shall be binding in any subsequent dispute between the Employee only parties); (ii) material breach of any (x) rule or regulation applicable to the activities of the Employer or its affiliates; or (y) written policy of or written agreement with the following: Employer (aincluding any breach of this Agreement by Employee); (iii) commission of any felony or any crime involving fraud or dishonesty; (iv) any portion of the Employee’s Base Salary earned up to and including the Termination Date but not yet paid; (b) accrued vacation pay, if any, that the Employee earned up to and including the Termination Date that has not yet paid; (c) any expense reimbursements incurred conduct by the Employee up to and including the Termination Date but not yet paid; and (d) unless specifically disentitled by the ESAinvolving intentional wrongdoing, the minimum statutory notice gross negligence, fraud or pay in lieu of notice, benefits continuation, severance pay, if applicable, and any other minimum requirements of the ESA. Without limiting the foregoing, any one or more of the following events shall constitute cause: a. theft, dishonesty, or other similar behaviour by the Employee; b. the conviction (v) disparaging statements or acts of the Employee pertaining to the Company; or (vi) engagement in conduct that is intentionally harmful to the Company or its clients. Notwithstanding anything to the contrary in this Agreement, the following shall exclusively constitute "Cause" for termination of employment if such termination occurs during the Employment Period: (1) the willful and continued failure of the Employee to perform substantially the Employee's duties with the Company (other than any criminal such failure resulting from incapacity due to physical or quasi-criminal offence mental illness or following the Employee's delivery of a notice of termination for Good Reason), after a written demand for substantial performance is delivered to the Employee by the Board or the Chief Executive Officer of the Employer that specifically identifies the manner in which the Board or Chief Executive Officer of the Employer believes that the Employee has not been pardoned provided substantially performed the Employee's duties, or (2) the willful engaging by the Employee in illegal conduct or gross misconduct that such pardon has is materially and demonstrably injurious to the Company. For purposes of this provision, no act or failure to act, on the part of the Employee, shall be considered "willful" unless it is done, or omitted to be done, by the Employee in bad faith or without reasonable belief that the Employee's action or omission was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board, or if Holdings is not been revoked; c. any material neglect the ultimate parent entity of duty the Employer and is not publicly traded, the board of directors (or, for a non-corporate entity, equivalent governing body) of the ultimate parent of the Employer (the "Applicable Board") or misconduct upon the instructions of the Chief Executive Officer of Holdings or the Employer or a senior officer of the Employer and its affiliated companies or based upon the advice of counsel for the Employer and its affiliated companies shall be conclusively presumed to be done, or omitted to be done, by the Employee in good faith and in the best interests of the Employer and its affiliated companies. The cessation of employment of the Employee in discharging any shall not be deemed to be for Cause unless and until there shall have been delivered to the Employee a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the Employee’s duties and responsibilities hereunder; d. any conduct entire membership of the Applicable Board (excluding the Employee whichif the Employee is a member of the Applicable Board) at a meeting of the Applicable Board called and held for such purpose (after reasonable notice is provided to the Employee and the Employee is given an opportunity, together with counsel for the Employee, to be heard before the Applicable Board), finding that, in the good faith opinion of the EmployerApplicable Board, acting reasonably, the Employee is materially detrimental to the Employer; e. any material default guilty of the Employee’s obligations under this Agreement; f. any material failure of conduct described in subparagraph (1) or refusal by the Employee to comply with the lawful policies, rules and regulations of the Employer; or g. any act, omission or cause of action recognized as cause under law. For greater certainty, nothing herein is intended to limit the Employee’s entitlement to any minimum statutory termination entitlements under the ESA(2) above, and such minimum statutory entitlements shall, if required, applyspecifying the particulars thereof in detail.

Termination by the Employer for Cause. The Employer has may discharge the right, at Employee and thereby terminate his employment hereunder for "Cause," which shall mean and be limited to any time and without notice of the following reasons: (i) habitual intoxication or compensation in lieu abuse of notice a controlled substance; (unless expressly required ii) conviction of a felony; (iii) adjudication as an incompetent; (iv) the failure of the Employee to faithfully perform his duties hereunder or a breach by the ESA)Employee of any material term of this Agreement, to terminate that is not cured within 30 days after written notice from the Employee’s employment for causeEmployer, which notice shall specify the nature of the failure or breach; (v) material violation of an accounting or conflict of interest policy of the Employer; (vi) the Employer shall have engaged in conduct that, in the reasonable opinion of the Board of Directors of the Employer, has injured or could foreseeably injure the business or reputation of the Employer in any material respect; or (vii) misappropriation of any corporate funds or property of the Employer, theft, embezzlement or fraud. In the event that the Employee’s employment is terminated for causeEmployer shall discharge the Employee pursuant to this Section 6(a), the Employer will be required shall not have any further obligation or liability under this Agreement, except that the Employer (i) shall pay to provide the Employee only with the following: (a) any portion of the Employee’s 's Base Salary earned for the period up to and including the Termination Date but not yet paid; date of termination that remains unpaid, (bii) accrued vacation pay, if any, that shall pay to the Employee all benefits that shall have accrued to the Employee under any employee benefit plan of the Employer prior to the date of termination that remain unpaid and all accrued bonus, and (iii) if such termination shall occur during the initial term of this Agreement, shall pay to the Employee an amount equal to the Employee's Base Salary for a period of one year after the date of termination, payable in twelve equal monthly installments. Notwithstanding anything contained herein or at law to the contrary, in such event the Employee shall not have any obligation to mitigate damages, and the Employer shall not be entitled to any offset for any compensation or other amounts earned up to and including the Termination Date that has not yet paid; (c) any expense reimbursements incurred by the Employee up to and including the Termination Date but not yet paid; and (d) unless specifically disentitled by the ESA, the minimum statutory notice or pay in lieu of notice, benefits continuation, severance pay, if applicable, and any from other minimum requirements of the ESA. Without limiting the foregoing, any one or more of the following events shall constitute cause: a. theft, dishonesty, or other similar behaviour by the Employee; b. the conviction of the Employee of any criminal or quasi-criminal offence for which the Employee has not been pardoned provided that sources during such pardon has not been revoked; c. any material neglect of duty or misconduct of the Employee in discharging any of the Employee’s duties and responsibilities hereunder; d. any conduct of the Employee which, in the opinion of the Employer, acting reasonably, is materially detrimental to the Employer; e. any material default of the Employee’s obligations under this Agreement; f. any material failure of or refusal by the Employee to comply with the lawful policies, rules and regulations of the Employer; or g. any act, omission or cause of action recognized as cause under law. For greater certainty, nothing herein is intended to limit the Employee’s entitlement to any minimum statutory termination entitlements under the ESA, and such minimum statutory entitlements shall, if required, applyperiod.

Termination by the Employer for Cause. The Employer has the right, at any time and without notice or compensation in lieu of notice (unless expressly required by the ESA), to may terminate the Employee’s employment for causewith cause upon immediate written notice to Employee. In the event of a termination with cause, Employee shall be entitled to receive his Base Salary to the date of termination of employment. Employee shall not be entitled to receive any additional compensation or benefits unless as otherwise provided herein. For this purpose, the Employer shall be deemed to have “Cause” following the occurrence of any of the following events: (i) Conviction by Employee of an act or omission which is determined by a court with jurisdiction over a matter to constitute a felony under any federal or state laws which act or omission (i) invokes moral turpitude or serious bodily harm to any person, or (ii) materially adversely affects the financial well-being or reputation of the Employer, or (iii) reflects adversely upon Employee’s fitness for continued service as Vice President of Engineering of the Employer, which in any such case shall be determined by the Board of Directors in its reasonable discretion. (ii) Alcoholism or illegal drug use, if established by competent evidence including a written certification by at least two qualified physicians and upon not less than fifteen (15) days detailed written notice to the Employee. The Employer shall have the right, but not the obligation, upon reasonable cause, to demand that Employee submit to a medical examination by a qualified independent physician selected by the Employer and reasonably acceptable to Employee to ascertain whether such condition exists. The Employee is entitled to contest any such allegations in accordance with the procedures set forth in paragraph 9 below. (iii) A willful or grossly negligent breach of any of Employee’s fiduciary duties to the Employer, including without limitation the duty of loyalty, which materially adversely affects the financial well-being of the Employer or which otherwise reflects adversely upon Employee’s fitness for continued service as Vice President of Engineering of the Employer, which in either case shall be determined by the Board of Directors in its reasonable discretion, provided Employer gives Employee at least fifteen (15) days written notice from his manager which describes the allegations in reasonable detail. If the Employee contests the allegations, the matter will be resolved by arbitration as set forth in paragraph 9 below. Notwithstanding the foregoing, no act or failure to act on the Employee’s part shall be deemed “willful” or “grossly negligent” unless done, or omitted to be done, by the Employee without reasonable belief that the action or omission was in the best interest of Employer. (iv) A willful or grossly negligent breach of a material term of this Agreement. If the Employee contests the Board of Directors determination, the matter will be resolved by arbitration as set forth in paragraph 9 and no termination will occur until the arbitrator has rendered his or her ruling. Employee shall be placed on unpaid administrative leave pending the outcome of the arbitration, and the arbitrator may, if he or she finds in favor of the Employee, award back pay for the interim period. Notwithstanding the foregoing, no act or failure to act on the Employee’s part shall be deemed “willful” or “grossly negligent” unless done, or omitted to be done, by the Employee without reasonable belief that the action or omission was in the best interest of Employer. (v) Notwithstanding any other term or provision of this Agreement to the contrary, if Employee’s employment is terminated for cause“Cause”, Employee shall forfeit all rights to receive future payments and benefits otherwise provided pursuant to this Agreement and additionally forfeits all unvested stock options previously granted to Employee. (vi) Any arbitration proceeding conducted pursuant to subparagraph (iv) shall be completed within thirty (30) days of filing, and if the Employer proceeding is not completed within sixty (60) days, Employee will be required to provide the Employee only with the following: (a) any portion of the Employee’s Base Salary earned up to and including the Termination Date but not yet paid; (b) accrued vacation pay, if any, that the Employee earned up to and including the Termination Date that has not yet paid; (c) any expense reimbursements incurred by the Employee up to and including the Termination Date but not yet paid; and (d) unless specifically disentitled by the ESA, the minimum statutory notice or pay in lieu of notice, benefits continuation, severance pay, if applicable, and any other minimum requirements of the ESA. Without limiting the foregoing, any one or more of the following events shall constitute cause: a. theft, dishonesty, or other similar behaviour by the Employee; b. the conviction of the Employee of any criminal or quasi-criminal offence for which the Employee has not been pardoned provided that such pardon has not been revoked; c. any material neglect of duty or misconduct of the Employee in discharging any of the Employee’s duties and responsibilities hereunder; d. any conduct of the Employee which, in the opinion of the Employer, acting reasonably, is materially detrimental placed on paid leave retroactive to the Employer; e. date of termination, provided the delay was not in any material default of the way caused by Employee’s obligations under this Agreement; f. any material failure of or refusal by the Employee to comply with the lawful policies, rules and regulations of the Employer; or g. any act, omission or cause of action recognized as cause under law. For greater certainty, nothing herein is intended to limit the Employee’s entitlement to any minimum statutory termination entitlements under the ESA, and such minimum statutory entitlements shall, if required, apply.

Termination by the Employer for Cause. The Employer has the right, at any time and without notice or compensation in lieu of notice (unless expressly required by the ESA), to may terminate the Employee’s employment for causewith cause upon immediate written notice to Employee. In the event of a termination with cause, Employee shall be entitled to receive his Base Salary to the date of termination of employment. Employee shall not be entitled to receive any additional compensation or benefits unless as otherwise provided herein. For this purpose, the Employer shall be deemed to have “Cause” following the occurrence of any of the following events: (i) Conviction by Employee of an act or omission which is determined by a court with jurisdiction over a matter to constitute a felony under any federal or state laws which act or omission (i) invokes moral turpitude or serious bodily harm to any person, or (ii) materially adversely affects the financial well-being or reputation of the Employer, or (iii) reflects adversely upon Employee’s fitness for continued service as Vice President of Sales and Marketing of the Employer, which in any such case shall be determined by the Board of Directors in its reasonable discretion. (ii) Alcoholism or illegal drug use, if established by competent evidence including a written certification by at least two qualified physicians and upon not less than fifteen (15) days detailed written notice to the Employee. The Employer shall have the right, but not the obligation, upon reasonable cause, to demand that Employee submit to a medical examination by a qualified independent physician selected by the Employer and reasonably acceptable to Employee to ascertain whether such condition exists. The Employee is entitled to contest any such allegations in accordance with the procedures set forth in paragraph 9 below. (iii) A willful or grossly negligent breach of any of Employee’s fiduciary duties to the Employer, including without limitation the duty of loyalty, which materially adversely affects the financial well-being of the Employer or which otherwise reflects adversely upon Employee’s fitness for continued service as Vice President of Sales and Marketing of the Employer, which in either case shall be determined by the Board of Directors in its reasonable discretion, provided Employer gives Employee at least fifteen (15) days written notice from his manager which describes the allegations in reasonable detail. If the Employee contests the allegations, the matter will be resolved by arbitration as set forth in paragraph 9 below. Notwithstanding the foregoing, no act or failure to act on the Employee’s part shall be deemed “willful” or “grossly negligent” unless done, or omitted to be done, by the Employee without reasonable belief that the action or omission was in the best interest of Employer. (iv) A willful or grossly negligent breach of a material term of this Agreement. If the Employee contests the Board of Directors determination, the matter will be resolved by arbitration as set forth in paragraph 9 and no termination will occur until the arbitrator has rendered his or her ruling. Employee shall be placed on unpaid administrative leave pending the outcome of the arbitration, and the arbitrator may, if he or she finds in favor of the Employee, award back pay for the interim period. Notwithstanding the foregoing, no act or failure to act on the Employee’s part shall be deemed “willful” or “grossly negligent” unless done, or omitted to be done, by the Employee without reasonable belief that the action or omission was in the best interest of Employer. (v) Notwithstanding any other term or provision of this Agreement to the contrary, if Employee’s employment is terminated for cause“Cause”, Employee shall forfeit all rights to receive future payments and benefits otherwise provided pursuant to this Agreement and additionally forfeits all unvested stock options previously granted to Employee. (vi) Any arbitration proceeding conducted pursuant to subparagraph (iv) shall be completed within thirty (30) days of filing, and if the Employer proceeding is not completed within sixty (60) days, Employee will be required to provide the Employee only with the following: (a) any portion of the Employee’s Base Salary earned up to and including the Termination Date but not yet paid; (b) accrued vacation pay, if any, that the Employee earned up to and including the Termination Date that has not yet paid; (c) any expense reimbursements incurred by the Employee up to and including the Termination Date but not yet paid; and (d) unless specifically disentitled by the ESA, the minimum statutory notice or pay in lieu of notice, benefits continuation, severance pay, if applicable, and any other minimum requirements of the ESA. Without limiting the foregoing, any one or more of the following events shall constitute cause: a. theft, dishonesty, or other similar behaviour by the Employee; b. the conviction of the Employee of any criminal or quasi-criminal offence for which the Employee has not been pardoned provided that such pardon has not been revoked; c. any material neglect of duty or misconduct of the Employee in discharging any of the Employee’s duties and responsibilities hereunder; d. any conduct of the Employee which, in the opinion of the Employer, acting reasonably, is materially detrimental placed on paid leave retroactive to the Employer; e. date of termination, provided the delay was not in any material default of the way caused by Employee’s obligations under this Agreement; f. any material failure of or refusal by the Employee to comply with the lawful policies, rules and regulations of the Employer; or g. any act, omission or cause of action recognized as cause under law. For greater certainty, nothing herein is intended to limit the Employee’s entitlement to any minimum statutory termination entitlements under the ESA, and such minimum statutory entitlements shall, if required, apply.

Termination by the Employer for Cause. The Employer has the right, at any time and without notice or compensation in lieu of notice (unless expressly required by the ESA), to may terminate the Employee’s employment for causewith cause upon immediate written notice to Employee. In the event of a termination with cause, Employee shall be entitled to receive his Base Salary to the date of termination of employment. Employee shall not be entitled to receive any additional compensation or benefits unless as otherwise provided herein. For this purpose, the Employer shall be deemed to have “Cause” following the occurrence of any of the following events: (i) Conviction by Employee of an act or omission which is determined by a court with jurisdiction over a matter to constitute a felony under any federal or state laws which act or omission (i) invokes moral turpitude or serious bodily harm to any person, or (ii) materially adversely affects the financial well-being or reputation of the Employer, or (iii) reflects adversely upon Employee’s fitness for continued service as President and Chief Executive Officer of the Employer, which in any such case shall be determined by the Board of Directors in its reasonable discretion. (ii) Alcoholism or illegal drug use, if established by competent evidence including a written certification by at least two qualified physicians and upon not less than fifteen (15) days detailed written notice to the Employee. The Employer shall have the right, but not the obligation, upon reasonable cause, to demand that Employee submit to a medical examination by a qualified independent physician selected by the Employer and reasonably acceptable to Employee to ascertain whether such condition exists. The Employee is entitled to contest any such allegations in accordance with the procedures set forth in paragraph 9 below. (iii) A willful or grossly negligent breach of any of Employee’s fiduciary duties to the Employer, including without limitation the duty of loyalty, which materially adversely affects the financial well-being of the Employer or which otherwise reflects adversely upon Employee’s fitness for continued service as President and Chief Executive Officer of the Employer, which in either case shall be determined by the Board of Directors in its reasonable discretion, provided Employer gives Employee at least fifteen (15) days written notice from his manager which describes the allegations in reasonable detail. If the Employee contests the allegations, the matter will be resolved by arbitration as set forth in paragraph 9 below. Notwithstanding the foregoing, no act or failure to act on the Employee’s part shall be deemed “willful” or “grossly negligent” unless done, or omitted to be done, by the Employee without reasonable belief that the action or omission was in the best interest of Employer. (iv) A willful or grossly negligent breach of a material term of this Agreement. If the Employee contests the Board of Directors determination, the matter will be resolved by arbitration as set forth in paragraph 9 and no termination will occur until the arbitrator has rendered his or her ruling. Employee shall be placed on unpaid administrative leave pending the outcome of the arbitration, and the arbitrator may, if he or she finds in favor of the Employee, award back pay for the interim period. Notwithstanding the foregoing, no act or failure to act on the Employee’s part shall be deemed “willful” or “grossly negligent” unless done, or omitted to be done, by the Employee without reasonable belief that the action or omission was in the best interest of Employer. (v) Notwithstanding any other term or provision of this Agreement to the contrary, if Employee’s employment is terminated for cause“Cause”, Employee shall forfeit all rights to receive future payments and benefits otherwise provided pursuant to this Agreement and additionally forfeits all unvested stock options previously granted to Employee. (vi) Any arbitration proceeding conducted pursuant to subparagraph (iv) shall be completed within thirty (30) days of filing, and if the Employer proceeding is not completed within sixty (60) days, Employee will be required to provide the Employee only with the following: (a) any portion of the Employee’s Base Salary earned up to and including the Termination Date but not yet paid; (b) accrued vacation pay, if any, that the Employee earned up to and including the Termination Date that has not yet paid; (c) any expense reimbursements incurred by the Employee up to and including the Termination Date but not yet paid; and (d) unless specifically disentitled by the ESA, the minimum statutory notice or pay in lieu of notice, benefits continuation, severance pay, if applicable, and any other minimum requirements of the ESA. Without limiting the foregoing, any one or more of the following events shall constitute cause: a. theft, dishonesty, or other similar behaviour by the Employee; b. the conviction of the Employee of any criminal or quasi-criminal offence for which the Employee has not been pardoned provided that such pardon has not been revoked; c. any material neglect of duty or misconduct of the Employee in discharging any of the Employee’s duties and responsibilities hereunder; d. any conduct of the Employee which, in the opinion of the Employer, acting reasonably, is materially detrimental placed on paid leave retroactive to the Employer; e. date of termination, provided the delay was not in any material default of the way caused by Employee’s obligations under this Agreement; f. any material failure of or refusal by the Employee to comply with the lawful policies, rules and regulations of the Employer; or g. any act, omission or cause of action recognized as cause under law. For greater certainty, nothing herein is intended to limit the Employee’s entitlement to any minimum statutory termination entitlements under the ESA, and such minimum statutory entitlements shall, if required, apply.

Termination by the Employer for Cause. The Employer has the right, at any time and without notice or compensation in lieu of notice (unless expressly required by the ESA), to may terminate the Employee’s employment for causewith cause upon immediate written notice to Employee. In the event that of a termination with cause, Employee shall be entitled to receive his Base Salary to the Employee’s employment is terminated for causedate of termination of employment. Employee shall not be entitled to receive any additional compensation or benefits unless as otherwise provided herein. For this purpose, the Employer will shall be required deemed to provide have “Cause” following the Employee only with the following: (a) occurrence of any portion of the Employee’s Base Salary earned up to and including the Termination Date but not yet paid; (b) accrued vacation pay, if any, that the Employee earned up to and including the Termination Date that has not yet paid; (c) any expense reimbursements incurred by the Employee up to and including the Termination Date but not yet paid; and (d) unless specifically disentitled by the ESA, the minimum statutory notice or pay in lieu of notice, benefits continuation, severance pay, if applicable, and any other minimum requirements of the ESA. Without limiting the foregoing, any one or more of the following events shall constitute causeevents: a. theft, dishonesty(i) Conviction by Employee of an act or omission which is determined by a court with jurisdiction over a matter to constitute a felony under any federal or state laws which act or omission (i) invokes moral turpitude or serious bodily harm to any person, or other similar behaviour by (ii) materially adversely affects the Employee; b. the conviction of the Employee of any criminal financial well-being or quasi-criminal offence for which the Employee has not been pardoned provided that such pardon has not been revoked; c. any material neglect of duty or misconduct of the Employee in discharging any of the Employee’s duties and responsibilities hereunder; d. any conduct of the Employee which, in the opinion reputation of the Employer, acting reasonablyor (iii) reflects adversely upon Employee’s fitness for continued service as General Manager of the Employer, which in any such case shall be determined by Anaren senior management in its reasonable discretion. (ii) Alcoholism or illegal drug use, if established by competent evidence including a written certification by at least two qualified physicians and upon not less than fifteen (15) days detailed written notice to the Employee. The Employer shall have the right, but not the obligation, upon reasonable cause, to demand that Employee submit to a medical examination by a qualified independent physician selected by the Employer and reasonably acceptable to Employee to ascertain whether such condition exists. The Employee is materially detrimental entitled to contest any such allegations in accordance with the procedures set forth in paragraph 9 below. (iii) A willful or grossly negligent breach of any of Employee’s fiduciary duties to the Employer; e. any material default , including without limitation the duty of loyalty, which materially adversely affects the financial well-being of the Employer or which otherwise reflects adversely upon Employee’s fitness for continued service as General Manager of the Employer, which in either case shall be determined by Anaren’s senior management in its reasonable discretion, provided Employer gives Employee at least fifteen (15) days written notice from his manager which describes the allegations in reasonable detail. If the Employee contests the allegations, the matter will be resolved by arbitration as set forth in paragraph 9 below. Notwithstanding the foregoing, no act or failure to act on the Employee’s obligations under this Agreement; f. any material failure of part shall be deemed “willful” or refusal “grossly negligent” unless done, or omitted to be done, by the Employee without reasonable belief that the action or omission was in the best interest of Employer. (iv) Willful or grossly negligent mismanagement by Employee , including, but not limited to a 25% decline in revenue or a 50% decline in EBITDA (determined in accordance with generally accepted accounting principles consistently applied) for any fiscal year compared with AML Communications fiscal year 2011 as the base year . Notwithstanding the foregoing, no decline in revenue or EBITDA shall constitute mismanagement if a comparable decline in revenue or EBITDA has affected Anaren’s Space & Defense Group. Notwithstanding the foregoing, no act or failure to act on the Employee’s part shall be deemed “willful” or “grossly negligent” unless done, or omitted to be done, by the Employee without reasonable belief that the action or omission was in the best interest of Employer, however, a determination of “mismanagement” due to Employee’s failure to sustain the revenue and profitability thresholds identified in this subparagraph (iv) shall not be subject to this qualification. Notwithstanding anything to the contrary in this paragraph 4(b), if Employee is terminated solely due to this subparagraph (iv), Employer will pay Employee, in addition to any Base Salary earned but unpaid, up to two years of Base Salary, provided he continues to comply with the lawful policies, rules restrictive covenants set forth in paragraphs 6 and regulations 7. Payments of Base Salary shall be made in monthly installments beginning within 30 days following Employee’s termination of employment and ending on the earlier of the Employer; or g. any actexpiration of such two-year period or the expiration of the Period of Employment. If the Employee contests Anaren’s determination, omission or cause of action recognized as cause under law. For greater certainty, nothing herein is intended to limit the Employee’s entitlement to any minimum statutory termination entitlements under the ESA, and such minimum statutory entitlements shall, if required, apply.matter will

Termination by the Employer for Cause. The Employer has the right, may terminate Employee for “Cause” at any time and without by delivering to Employee written notice or compensation in lieu of notice such termination (unless expressly required by the ESA), to terminate effective date of the Employee’s employment for cause. In the event that the termination of Employee’s employment is terminated for cause, the “Termination Date”). Such notice shall terminate Employee’s employment and all obligations of the Employer will be required to provide the Employee only with the following: under this Agreement, except (a) any portion obligations with respect to the payment of accrued and earned but unpaid Base Salary as of the Employee’s Base Salary earned up to and including the Termination Date but not yet paid; Date, (b) accrued vacation paythe unpaid portions of the Promissory Note Tax Gross-Up Amount and the Additional Bonus, and (c) vested benefits, if any, that owed to Employee under the Employee earned up to terms of the employee benefit plans referenced in Section 1.06 in accordance with their terms, ((a), (b) and including the Termination Date that has not yet paid; (c) are, collectively, the “Accrued Obligations”). “Cause” shall mean Employee’s (i) commission of an act which constitutes common law fraud, embezzlement or a felony, or of any expense reimbursements incurred tortious or unlawful act, in each case causing material harm to the business, standing or reputation of the Employer Group, (ii) ongoing refusal or the deliberate and consistent refusal to conform to or follow any reasonable lawful policy adopted by the Parent Board, (iii) material breach by Employee up to and including the Termination Date but not yet paid; and of this Agreement, or (div) unless specifically disentitled a determination by the ESAmajority of the members of the Parent Board that the Executive has breached his fiduciary duties to Employer; provided, however, that none of the minimum statutory foregoing (i) through (iv) shall constitute Cause unless and until Employee receives ten (10) days’ prior written notice or pay in lieu of describing such act allegedly constituting Cause, such act is not cured (to the extent curable) within fourteen (14) days following such written notice, benefits continuation, severance pay, if applicable, and any other minimum requirements of Employee was given an opportunity to appear before the ESA. Without limiting the foregoing, any one or more of the following events shall constitute cause: a. theft, dishonesty, or other similar behaviour by the Employee; b. the conviction of the Employee of any criminal or quasi-criminal offence for which the Employee has not been pardoned provided that Parent Board with his counsel during such pardon has not been revoked; c. any material neglect of duty or misconduct of the Employee in discharging any of the Employee’s duties and responsibilities hereunder; d. any conduct of the Employee which, in the opinion of the Employer, acting reasonably, is materially detrimental to the Employer; e. any material default of the Employee’s obligations under this Agreement; f. any material failure of or refusal by the Employee to comply with the lawful policies, rules and regulations of the Employer; or g. any act, omission or cause of action recognized as cause under law. For greater certainty, nothing herein is intended to limit the Employee’s entitlement to any minimum statutory termination entitlements under the ESA, and such minimum statutory entitlements shall, if required, applyfourteen (14) day period.

Termination by the Employer for Cause. The Employer has the right, at any time and without notice or compensation in lieu of notice (unless expressly required by the ESA), to may terminate the Employee’s employment hereunder at any time without notice for cause“Cause.” For purposes of this Agreement, “Cause” shall mean: (1) the willful and continued failure by the Employee substantially to perform his duties hereunder (other than any such failure resulting from the Employee’s disability as defined in Article 4.1.2 herein), (2) the willful engaging by the Employee in misconduct which is materially injurious to the Employer; (3) the violation by the Employee of the provisions of this Agreement, (4) the Employee’s misappropriation (or attempted misappropriation) of any of the Employer’s funds or property, whether tangible, intangible, or intellectual in nature; (5) the Employee’s conviction of, the indictment for (or its procedural equivalent), or the entering of a guilty plea or plea of no contest with respect to, a felony, the equivalent thereof, or any other crime with respect to which imprisonment is a possible punishment; (6) the Employee’s act of fraud, dishonesty, or any other act of negligent, reckless, or willful misconduct; (7) the Employee breaches any fiduciary, contractual, statutory, common law, or other legal duty owed to the Employer; (8) the Employee refuses or fails to implement or carry out any lawful instructions issued by the Employer which are consistent with Employee’s position, duties, and responsibilities; or (9) any circumstance which hinders the Employer from operating its business or otherwise hinders, delays or prevents the Employer from receiving income or increases its overhead to an extent the Employer reasonably decides to reduce, modify, suspend, or cease its business. In the event that the Employee’s employment is terminated of a termination for causeCause, the Employer will be required shall pay to provide the Employee only with the following: (a) any portion of the Employee’s Base Salary unpaid wages earned up to and including the Termination Date but not yet paid; (b) accrued vacation pay, if any, that the Employee earned up to and including the Termination Date that has not yet paid; (c) any expense reimbursements incurred by the Employee up to and including the Termination Date but not yet paid; and (d) unless specifically disentitled by the ESA, the minimum statutory notice or pay in lieu of notice, benefits continuation, severance pay, if applicable, and any other minimum requirements of the ESA. Without limiting the foregoing, any one or more of the following events shall constitute cause: a. theft, dishonesty, or other similar behaviour by the Employee; b. the conviction of the Employee of any criminal or quasi-criminal offence for which the Employee has not been pardoned provided that such pardon has not been revoked; c. any material neglect of duty or misconduct of the Employee in discharging any of the Employee’s duties and responsibilities hereunder; d. any conduct of the Employee which, in the opinion of the Employer, acting reasonably, is materially detrimental to the Employer; e. any material default of the Employee’s obligations under this Agreement; f. any material failure of or refusal by the Employee to comply with the lawful policies, rules date of his termination and regulations of the Employer; or g. any act, omission or cause of action recognized as cause under law. For greater certainty, nothing herein is intended to limit accrued and unpaid vacation pay earned by the Employee’s entitlement . The Employer shall have no further obligations to any minimum statutory termination entitlements under the ESA, and such minimum statutory entitlements shall, if required, applyEmployee.

Termination by the Employer for Cause. The Employer has the right, at any time and without notice or compensation in lieu of notice (unless expressly required by the ESA), to may terminate the Employee’s employment hereunder upon written notice to the Employee for causeany of the following reasons: (i) habitual intoxication; (ii) abuse of a controlled substance; (iii) conviction of a felony involving moral turpitude; (iv) adjudication as an incompetent; (v) a breach by the Employee of any material term of this Agreement, including the Employee’s failure to faithfully, diligently and adequately perform her duties under this Agreement that is not corrected within ten days after written notice from the Employer, which notice shall set forth the nature of the breach; (vi) violation in any material respect of any of the Employer’s rules, regulations or policies; (vii) gross insubordination by the Employee in the performance of her duties under this Agreement; (viii) engaging in any conduct, action or behavior that, in the reasonable opinion of the Board, has had a material adverse effect on the reputation of the Employer or the Employee; (ix) any continued or repeated absence from the Employer, unless the absence is approved or excused by the Board or the result of the Employee’s illness, disability or incapacity (in which event the provisions of Section 4(b) hereof shall control); or (x) misappropriation of any funds or property of the Employer, theft, embezzlement or fraud. In the event that the Employee’s employment is terminated for causeEmployer shall discharge the Employee pursuant to this Section 4(c), the Employer will be required shall not have any further obligation or liability under this Agreement, except that the Employer shall pay to provide the Employee only with the followingEmployee: (ai) any portion of the Employee’s Base Salary earned for the period up to and including the Termination Date but not yet paid; (b) accrued vacation pay, if any, that the Employee earned up to and including the Termination Date date of termination that has not yet paid; (c) any expense reimbursements incurred by the Employee up to and including the Termination Date been earned but not yet paidremains unpaid; and (dii) unless specifically disentitled by any benefits that have accrued to the ESA, Employee under the minimum statutory notice or pay in lieu of notice, benefits continuation, severance pay, if applicable, and any other minimum requirements terms of the ESA. Without limiting the foregoing, any one or more of the following events shall constitute cause: a. theft, dishonesty, or other similar behaviour by the Employee; b. the conviction of the Employee of any criminal or quasi-criminal offence for which the Employee has not been pardoned provided that such pardon has not been revoked; c. any material neglect of duty or misconduct of the Employee in discharging any of the Employee’s duties and responsibilities hereunder; d. any conduct of the Employee which, in the opinion employee benefit plans of the Employer, acting reasonably, is materially detrimental to the Employer; e. any material default of the Employee’s obligations under this Agreement; f. any material failure of or refusal by the Employee to comply which benefits shall be paid in accordance with the lawful policies, rules and regulations terms of the Employer; or g. any act, omission or cause of action recognized as cause under law. For greater certainty, nothing herein is intended to limit the Employee’s entitlement to any minimum statutory termination entitlements under the ESA, and such minimum statutory entitlements shall, if required, applythose plans.

Termination by the Employer for Cause. (a) The employment of the Employee hereunder and this Agreement may be terminated by the Employer has the right, at any time and without notice or compensation in lieu of notice for Cause (unless expressly required by as hereinafter defined). If the ESA), to terminate Employer terminates the Employee’s employment for cause. In Cause, the event Employee shall have no further rights hereunder after the date of termination, all obligations of the Employer to provide compensation and benefits shall cease, effective as of the date of termination, except that the Employer shall pay to the Employee’s employment is terminated for cause, within 30 days after such termination, the Employer will be required base salary provided for in Section 3.1 accrued to provide the Employee only with the following: (a) any portion date of the Employeesuch termination and not theretofore paid. The Employer’s Base Salary earned up to and including the Termination Date but not yet paid; (b) accrued vacation payrights under this Agreement or otherwise, if any, that against the Employee earned up shall survive any such termination of this Agreement. Rights and benefits, if any, of the Employee under the benefit plans and programs of the Employer shall be determined in accordance with the terms and conditions of such plans and programs. Neither the Employee nor the Employer shall have any further rights or obligations under this Agreement, except as provided in Sections 8, 9 and 10. (b) For purposes hereof, “Cause” shall mean: (i) Employee’s willful misconduct or gross negligence in the performance of his obligations to and including the Termination Date that has not yet paidEmployer or one of its Affiliates; (cii) Employee’s dishonesty or misappropriation relating to the Employer or one of its Affiliates or any funds, properties, or other assets of the Employer or any such Affiliate; (iii) Employee’s inexcusable repeated or prolonged absence from work (other than as a result of, or in connection with, a disability); (iv) any expense reimbursements incurred unauthorized disclosure by the Employee up to and including the Termination Date but not yet paid; and (d) unless specifically disentitled by the ESA, the minimum statutory notice of confidential or pay in lieu of notice, benefits continuation, severance pay, if applicable, and any other minimum requirements proprietary information of the ESA. Without limiting Employer or one of its Affiliates which is reasonably likely to result in material harm to the foregoingEmployer or such Affiliate; (v) Employee’s conviction (including entry of a guilty or nolo contendere plea) of any felony, or of any one or more of the following events shall constitute cause: a. theftcrime involving fraud, dishonesty, or other similar behaviour moral turpitude, or involving a violation of federal or state securities laws; (vi) the failure by the Employee; b. the conviction of the Employee of any criminal or quasi-criminal offence for which the Employee has not been pardoned provided that such pardon has not been revoked; c. any material neglect of duty or misconduct of the Employee in discharging any of the to attempt to perform faithfully Employee’s duties hereunder, or other material breach by Employee of this Agreement, and responsibilities hereunder; d. such failure or breach is not cured, to the extent cure is possible, by Employee within thirty (30) days after written notice thereof from the Employer to Employee; provided, however, that no event or condition described in clauses (i), (ii), (iii), (iv) and (vi) shall constitute Cause unless (x) the Employer first gives Employee written notice of its intention to terminate Employee’s employment for Cause and the grounds for such termination no fewer than twenty (20) days prior to the date of termination; and (y) Employee is provided the opportunity to appear before the Board, with or without legal representation at Employee’s election to present arguments on Employee’s own behalf; provided further, however, that notwithstanding anything to the contrary in this Agreement and subject to the other terms of this proviso, the Employer may take any conduct of and all actions, including without limitation suspension (but not without pay), it deems appropriate with respect to Employee and Employee’s duties at the Employer pending such appearance. No act or failure to act on Employee’s part will be considered “willful” unless done, or omitted to be done, by Employee which, not in good faith and without reasonable belief that Employee’s action or omission was in the opinion best interests of the Employer, acting reasonably, is materially detrimental to the Employer; e. any material default . For purposes of the Employee’s obligations under this Agreement; f. , “Affiliate” shall mean any material failure of person or refusal entity that directly, or through one or more intermediaries, controls or is controlled by the Employee to comply or is under common control with the lawful policies, rules and regulations of the Employer; or g. any act, omission or cause of action recognized as cause under law. For greater certainty, nothing herein is intended to limit the Employee’s entitlement to any minimum statutory termination entitlements under the ESA, and such minimum statutory entitlements shall, if required, apply.

Termination by the Employer for Cause. The Employer has the right, at any time and without notice or compensation in lieu of notice (unless expressly required by the ESA), to may terminate the Employee’s employment for causewith cause upon immediate written notice to Employee. In the event that of a termination with cause, Employee shall be entitled to receive his Base Salary to the Employee’s employment is terminated for causedate of termination of employment. Employee shall not be entitled to receive any additional compensation or benefits unless as otherwise provided therein. For this purpose, the Employer will shall be required deemed to provide have “Cause” following the Employee only with the following: (a) occurrence of any portion of the Employee’s Base Salary earned up to and including the Termination Date but not yet paid; (b) accrued vacation pay, if any, that the Employee earned up to and including the Termination Date that has not yet paid; (c) any expense reimbursements incurred by the Employee up to and including the Termination Date but not yet paid; and (d) unless specifically disentitled by the ESA, the minimum statutory notice or pay in lieu of notice, benefits continuation, severance pay, if applicable, and any other minimum requirements of the ESA. Without limiting the foregoing, any one or more of the following events shall constitute causeevents: a. theft, dishonesty(i) Conviction by Employee of an act or omission which is determined by a court with jurisdiction over a matter to constitute a felony under any federal or state laws which act or omission (i) invokes moral turpitude or serious bodily harm to any person, or other similar behaviour by (ii) materially adversely affects the Employee; b. the conviction of the Employee of any criminal financial well-being or quasi-criminal offence for which the Employee has not been pardoned provided that such pardon has not been revoked; c. any material neglect of duty or misconduct of the Employee in discharging any of the Employee’s duties and responsibilities hereunder; d. any conduct of the Employee which, in the opinion reputation of the Employer, acting reasonablyor (iii) reflects adversely upon Employee’s fitness for continued service as Manager, Engineering of the Employer, which in any such case shall be determined by Anaren senior management in its reasonable discretion. (ii) Alcoholism or illegal drug use, if established by competent evidence including a written certification by at least two qualified physicians and upon not less than fifteen (15) days detailed written notice to the Employee. The Employer shall have the right, but not the obligation, upon reasonable cause, to demand that Employee submit to a medical examination by a qualified independent physician selected by the Employer and reasonably acceptable to Employee to ascertain whether such condition exists. The Employee is materially detrimental entitled to contest any such allegations in accordance with the procedures set forth in paragraph 9 below. (iii) A willful or grossly negligent breach of any of Employee’s fiduciary duties to the Employer; e. any material default , including without limitation the duty of loyalty, which materially adversely affects the financial well-being of the Employer or which otherwise reflects adversely upon Employee’s fitness for continued service as General Manager of the Employer, which in either case shall be determined by Anaren’s senior management in its reasonable discretion, provided Employer gives Employee at least fifteen (15) days written notice from his manager which describes the allegations in reasonable detail. If the Employee contests the allegations, the matter will be resolved by arbitration as set forth in paragraph 9 below. Notwithstanding the foregoing, no act or failure to act on the Employee’s obligations under this Agreement; f. any material failure of part shall be deemed “willful” or refusal “grossly negligent” unless done, or omitted to be done, by the Employee without reasonable belief that the action or omission was in the best interest of Employer. (iv) Willful or grossly negligent mismanagement by Employee, including, but not limited to a 25% decline in revenue or a 50% decline in EBITDA (determined in accordance with generally accepted accounting principles consistently applied) for any fiscal year compared with AML Communications fiscal year 2011 as the base year. Notwithstanding the foregoing, no decline in revenue or EBITDA shall constitute mismanagement if a comparable decline in revenue or EBITDA has affected Anaren’s Space & Defense Group. Notwithstanding the foregoing, no act or failure to act on the Employee’s part shall be deemed “willful” or “grossly negligent” unless done, or omitted to be done, by the Employee without reasonable belief that the action or omission was in the best interest of Employer, however, a determination of “mismanagement” due to Employee’s failure to sustain the revenue and profitability thresholds identified in this subparagraph (iv) shall not be subject to this qualification. Notwithstanding anything to the contrary in this paragraph 4(b), if Employee is terminated solely due to not meeting the revenue or profitability expectation thresholds identified in subparagraph (iv), Employer will pay Employee, in addition to any Base Salary earned but unpaid, up to eighteen (18) months of Base Salary, provided he continues to comply with the lawful policies, rules restrictive covenants set forth in paragraphs 6 and regulations 7. Payments of Base Salary shall be made in monthly installments beginning within 30 days following Employee’s termination of employment and ending on the earlier of the Employer; or g. any actexpiration of such two-year period or the expiration of the Period of Employment. If the Employee contests Anaren’s determination, omission the matter will be resolved by arbitration as set forth in paragraph 9 and no termination will occur until the arbitrator has rendered his/her ruling. Employee shall be placed on unpaid administrative leave pending the outcome of the arbitration, and the arbitrator may, if he or cause she finds in favor of action recognized as cause under law. For greater certainty, nothing herein is intended to limit the Employee, award back pay for the interim period. It is expressly understood that in rendering his/her decision as to whether the Employee engaged in “willful” or “grossly negligent” mismanagement, the arbitrator shall take into consideration whether the decline in revenue or profitability identified in this subparagraph (iv) were triggered due to Anaren’s entitlement to any minimum statutory termination entitlements under directives that were implemented without concurrence from either Employee, or Xx. Xxxxx, or were the ESA, and such minimum statutory entitlements shall, if required, apply.result of

Termination by the Employer for Cause. The Employer has the right, at any time and without notice or compensation in lieu of notice (unless expressly required by the ESA), to may terminate the Employee’s employment for causewith cause upon immediate written notice to Employee. In the event that of a termination with cause, Employee shall be entitled to receive his Base Salary to the Employee’s employment is terminated for causedate of termination of employment. Employee shall not be entitled to receive any additional compensation or benefits unless as otherwise provided therein. For this purpose, the Employer will shall be required deemed to provide have “Cause” following the Employee only with the following: (a) occurrence of any portion of the Employee’s Base Salary earned up to and including the Termination Date but not yet paid; (b) accrued vacation pay, if any, that the Employee earned up to and including the Termination Date that has not yet paid; (c) any expense reimbursements incurred by the Employee up to and including the Termination Date but not yet paid; and (d) unless specifically disentitled by the ESA, the minimum statutory notice or pay in lieu of notice, benefits continuation, severance pay, if applicable, and any other minimum requirements of the ESA. Without limiting the foregoing, any one or more of the following events shall constitute causeevents: a. theft, dishonesty(i) Conviction by Employee of an act or omission which is determined by a court with jurisdiction over a matter to constitute a felony under any federal or state laws which act or omission (i) invokes moral turpitude or serious bodily harm to any person, or other similar behaviour by (ii) materially adversely affects the Employee; b. the conviction of the Employee of any criminal financial well-being or quasi-criminal offence for which the Employee has not been pardoned provided that such pardon has not been revoked; c. any material neglect of duty or misconduct of the Employee in discharging any of the Employee’s duties and responsibilities hereunder; d. any conduct of the Employee which, in the opinion reputation of the Employer, acting reasonablyor (iii) reflects adversely upon Employee’s fitness for continued service as Manager, Sales and Marketing of the Employer, which in any such case shall be determined by Anaren senior management in its reasonable discretion. (ii) Alcoholism or illegal drug use, if established by competent evidence including a written certification by at least two qualified physicians and upon not less than fifteen (15) days detailed written notice to the Employee. The Employer shall have the right, but not the obligation, upon reasonable cause, to demand that Employee submit to a medical examination by a qualified independent physician selected by the Employer and reasonably acceptable to Employee to ascertain whether such condition exists. The Employee is materially detrimental entitled to contest any such allegations in accordance with the procedures set forth in paragraph 9 below. (iii) A willful or grossly negligent breach of any of Employee’s fiduciary duties to the Employer; e. any material default , including without limitation the duty of loyalty, which materially adversely affects the financial well-being of the Employer or which otherwise reflects adversely upon Employee’s fitness for continued service as Manager, Sales and Marketing of the Employer, which in either case shall be determined by Anaren’s senior management in its reasonable discretion, provided Employer gives Employee at least fifteen (15) days written notice from his manager which describes the allegations in reasonable detail. If the Employee contests the allegations, the matter will be resolved by arbitration as set forth in paragraph 9 below. Notwithstanding the foregoing, no act or failure to act on the Employee’s obligations under this Agreement; f. any material failure of part shall be deemed “willful” or refusal “grossly negligent” unless done, or omitted to be done, by the Employee to comply with without reasonable belief that the lawful policies, rules and regulations action or omission was in the best interest of the Employer; or. g. (iv) Willful or grossly negligent mismanagement by Employee, including, but not limited to a 25% decline in revenue or a 50% decline in EBITDA (determined in accordance with generally accepted accounting principles consistently applied) for any actfiscal year compared with AML Communications fiscal year 2011 as the base year. Notwithstanding the foregoing, omission no decline in revenue or cause of action recognized as cause under lawEBITDA shall constitute mismanagement if a comparable decline in revenue or EBITDA has affected Anaren’s Space & Defense Group. For greater certaintyNotwithstanding the foregoing, nothing herein is intended no act or failure to limit act on the Employee’s entitlement to any minimum statutory termination entitlements under the ESA, and such minimum statutory entitlements shall, if required, apply.part shall be deemed “willful” or

Termination by the Employer for Cause. (a) The employment of the Employee hereunder and this Agreement may be terminated by the Employer has the right, at any time and without notice or compensation in lieu of notice for Cause (unless expressly required by as hereinafter defined). If the ESA), to terminate Employer terminates the Employee’s employment for cause. In Cause, the event Employee shall have no further rights hereunder after the date of termination, all obligations of the Employer to provide compensation and benefits shall cease, effective as of the date of termination, except that the Employer shall pay to the Employee’s employment is terminated for cause, within 30 days after such termination, the Employer will be required base salary provided for in Section 3.1 accrued to provide the Employee only with the following: (a) any portion date of the Employeesuch termination and not theretofore paid. The Employer’s Base Salary earned up to and including the Termination Date but not yet paid; (b) accrued vacation payrights under this Agreement or otherwise, if any, that against the Employee earned up shall survive any such termination of this Agreement. Rights and benefits, if any, of the Employee under the benefit plans and programs of the Employer shall be determined in accordance with the terms and conditions of such plans and programs. Neither the Employee nor the Employer shall have any further rights or obligations under this Agreement, except as provided in Sections 8, 9 and 10. (b) For purposes hereof, “Cause” shall mean: (i) Employee’s willful misconduct or gross negligence in the performance of his obligations to and including the Termination Date that has not yet paidEmployer or one of its Affiliates; (cii) Employee’s dishonesty or misappropriation relating to the Employer or one of its Affiliates or any funds, properties, or other assets of the Employer or any such Affiliate; (iii) Employee’s inexcusable repeated or prolonged absence from work (other than as a result of, or in connection with, a disability); (iv) any expense reimbursements incurred unauthorized disclosure by the Employee up to and including the Termination Date but not yet paid; and (d) unless specifically disentitled by the ESA, the minimum statutory notice of confidential or pay in lieu of notice, benefits continuation, severance pay, if applicable, and any other minimum requirements proprietary information of the ESA. Without limiting Employer or one of its Affiliates which is reasonably likely to result in material harm to the foregoingEmployer or such Affiliate; (v) Employee’s conviction (including entry of a guilty or nolo contendere plea) of any felony, or of any one or more of the following events shall constitute cause: a. theftcrime involving fraud, dishonesty, or other similar behaviour by the moral turpitude, or involving a violation of federal or state securities laws; (vi) Employee; b. the conviction ’s willful or grossly negligent violation of the Employee Employer’s policies and procedures or of any criminal reasonable and appropriate directions from senior management; or quasi-criminal offence for which (vii) the Employee has not been pardoned provided that such pardon has not been revoked; c. any material neglect unsatisfactory performance of duty or misconduct of the Employee in discharging any of the Employee’s duties and responsibilities hereunder; d. any conduct of the Employee which, as determined in the opinion sole discretion of the Employer, acting reasonably, is materially detrimental to if not remedied within 30 days of notice from the Employer; e. any material default . For purposes of the Employee’s obligations under this Agreement; f. , “Affiliate” shall mean any material failure of person or refusal entity that directly, or through one or more intermediaries, controls or is controlled by the Employee to comply or is under common control with the lawful policies, rules and regulations of the Employer; or g. any act, omission or cause of action recognized as cause under law. For greater certainty, nothing herein is intended to limit the Employee’s entitlement to any minimum statutory termination entitlements under the ESA, and such minimum statutory entitlements shall, if required, apply.