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: August 12, 2009
(Date of earliest event reported)
HERLEY INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-5411 23-2413500
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) Number)
101 North Pointe Boulevard, Lancaster, Pennsylvania 17601-4133
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Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code (717) 735-8117
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(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b)
[ ] Pre-commencement communications pursuant to Rule 13e-4c under the Exchange
Act (17 CFR 240.13e-4(c)
Item 1.02 Termination of a Material Definitive Agreement
On August 12, 2009, the Company entered into an agreement (the "Agreement")
with Jeffrey L. Markel terminating his employment agreement, effective as of
August 1, 2009. The Agreement provides that in full satisfaction of all prior,
current and future obligations to Mr. Markel under the employment agreement, Mr.
Markel is to receive an immediate lump sum payment of $1,350,000. Mr. Markel
also shall continue as a consultant to the Company for three years at an annual
compensation of $67,667 and is to receive certain other benefits as provided in
the employment agreement, including medical care reimbursement.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
(10) Agreement dated as of August 1, 2009 by and between Herley
Industries, Inc. and Jeffrey L. Markel.
Signatures
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
HERLEY INDUSTRIES, INC.
By: /s/ Richard F. Poirier
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Richard F. Poirier
Chief Executive Officer
Dated: August 13, 2009