EXHIBIT 10.3


      Herley Announces Election of Michael Pocalyko to Board of Directors

January 12, 2010

LANCASTER,  Pa., January 12  /PRNewswire-FirstCall/  -- Herley Industries,  Inc.
(Nasdaq:  HRLY) announced today that Michael N. Pocalyko has been elected to its
Board of  Directors.  Mr.  Pocalyko  was elected as a Class II director to serve
until the 2011 Annual Meeting of Stockholders.  In connection with his election,
the Board of Directors  determined that Mr. Pocalyko is an independent  director
under  NASDAQ's  listing  rules and also  satisfies  the  enhanced  independence
requirements  for service on the Company's  Audit  Committee.  Mr. Pocalyko also
qualifies as a "financial  expert" under  NASDAQ's  listing rules and applicable
regulations of the Securities and Exchange Commission and was appointed to serve
on the Company's Audit Committee.

Mr.  Pocalyko is managing  director and chief  executive  officer of  Monticello
Capital in Chantilly,  Virginia, an investment bank and private equity firm that
specializes  in  technology  companies and mergers and  acquisitions,  operating
internationally  in eleven countries.  He has extensive  experience as an expert
financial   advisor,   corporate   director,   and   principal  in   high-growth
multinational corporations in the advanced technology manufacturing, engineering
services,  defense and aerospace, and biomedical industries. He currently chairs
the board of TherimuneX  Pharmaceuticals,  Inc. in Doylestown,  Pennsylvania and
previously chaired Advanced Environmental  Resources,  Inc. in Reston,  Virginia
and Erdevel Europa S.a r.l. in Luxembourg and Saudi Arabia.  He also represented
two governors of Virginia on the Commonwealth  Competition Council. Prior to his
career as a financier Mr. Pocalyko was a Navy commander and served in the Office
of the Secretary of Defense and on the staff of the Secretary of the Navy. He is
a Beirut  veteran  and was a  decorated  Navy  pilot.  Mr.  Pocalyko  earned his
bachelor's  degree at Muhlenberg  College,  his Master in Public  Administration
degree at the Harvard Kennedy School, and his Master of Business  Administration
degree at the Wharton  School of the  University of  Pennsylvania.  He holds the
Certificate  of  Director  Education  (CDE)  from the  National  Association  of
Corporate   Directors  and  has  graduated  from  corporate  director  executive
education programs at Wharton and the University of Chicago

John Thonet,  Chairman of the Board, commented on Mr. Pocalyko's election:  "Mr.
Pocalyko is a distinguished financial executive and top mergers and acquisitions
advisor for technology  companies.  This background,  together with his years of
experience in the  engineering  and defense  sectors in which Herley  Industries
operates,  and his proven  record as a  corporate  director,  will add depth and
dimension to Herley's Board."


Herley Industries,  Inc. is a leader in the design,  development and manufacture
of  microwave  technology  solutions  for the  defense,  aerospace  and  medical
industries  worldwide.  Based in Lancaster,  PA, Herley has seven  manufacturing
locations and approximately  1,000 employees.  Additional  information about the
Company can be found on the internet at www.herley.com.

For information at Herley contact:

Peg Guzzetti                           Tel: (717) 397-2777
Investor Relations                     www.herley.com

Safe Harbor Statement - Except for the historical  information contained herein,
this  release  may  contain  forward-looking  statements.  Such  statements  are
inherently  subject  to  risks  and  uncertainties.  Forward-looking  statements
involve various important  assumptions,  risks,  uncertainties and other factors
which could cause our actual results to differ  materially  from those expressed
in  such  forward-looking   statements.   Forward-looking   statements  in  this
discussion can be identified by words such as "anticipate,"  "believe," "could,"
"estimate," "expect," "plan," "intend," "may," "should" or the negative of these
terms  or  similar  expressions.  Although  we  believe  that  the  expectations
reflected in the forward-looking  statements are reasonable, we cannot guarantee
future  results,  performance  or  achievement.   Actual  results  could  differ
materially from those contemplated by the forward-looking statements as a result
of certain factors including but not limited to, competitive factors and pricing
pressures,  changes  in  legal  and  regulatory  requirements,  cancellation  or
deferral of customer orders, technological change or difficulties,  difficulties
in the  timely  development  of new  products,  difficulties  in  manufacturing,
commercialization  and  trade  difficulties  and  current  economic  conditions,
including the potential for significant  changes in U.S.  defense spending under
the new  Administration  which  could  affect  future  funding of  programs  and
allocations  within the budget to various  programs  as well as the  factors set
forth in this report and in our public  filings with the Securities and Exchange
Commission.