UNITED STATES
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: February 16, 2010
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(Date of earliest event reported): February 9, 2010
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Commission File No. 0-5411
HERLEY INDUSTRIES, INC.
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(Exact name of Registrant as specified in its Charter)
Delaware 23-2413500
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(State or other jurisdiction of (IRS Employer Identification Number)
incorporation)
3061 Industry Drive
Lancaster, Pennsylvania 17603
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 717-397-2777
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Former name or former address, if changed since last Report: N/A
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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
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
[ ] Pre-commencement to communications pursuant to Rule 13e-4(c) under the
Exchange Act
Item 5.02 - Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
As previously reported, effective January 8, 2010, John A. Thonet, P.E.,
P.P. was elected as Chairman of the Board of Directors of Herley Industries,
Inc. (the "Company").
The Company's Compensation Committee has established an initial
compensation arrangement for Mr. Thonet pending further discussions among the
Committee members, the Company's outside advisors and Mr. Thonet. Under the
initial arrangement, Mr. Thonet will become an employee of the Company, and
begin to receive compensation at the rate of $400,000 per year, effective as of
February 1, 2010. In addition, Mr. Thonet will receive a starting bonus at the
same annual rate for his service for the 24 days in January 2010 during which he
served as Chairman.
The Compensation Committee retained independent compensation consultants to
assist it in establishing the initial compensation arrangements. To the extent
that this initial compensation arrangement is materially amended in the future,
the Company will make appropriate disclosure of such amendments.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: February 16, 2010 HERLEY INDUSTRIES, INC.
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By: /s/ Anello C. Garefino
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Anello C. Garefino
Chief Financial Officer