AGREEMENT made as of this 1st day of January 1997, by and between HERLEY INDUSTRIES, INC., a
Delaware corporation (hereinafter called the "Company"), and LEE N. BLATT, residing at 471 North
Arrowhead Trail Vero Beach, Fl 32963, (hereinafter called the "Employee").
WHEREAS, the Employee has been employed by the Company under an employment agreement dated June 11,
1984 as amended; and the Company desires to enter into a new employment agreement with Employee; and,
WHEREAS, Employee desires to enter into the new employment agreement with the Company;
NOW THEREFORE, it is agreed as follows:
1. PRIOR AGREEMENTS SUPERSEDED. This Agreement supersedes any employment agreements, oral or
written, entered into between Employee and the Company prior to the date of this Agreement.
2. RETENTION OF SERVICES. The Company hereby retains the services of Employee, and Employee agrees
to furnish such services, upon the terms and conditions hereinafter set forth.
3. TERM. Subject to earlier termination on the terms and conditions hereinafter provided, the term of this
Agreement shall be comprised of a 6 six year period of employment commencing January 1, 1997 and ending
December 31, 2002. On each January 1, the term of the Employment Agreement shall extend to six years from
that date. In no event shall the term of the Employment Agreement extend beyond December 31, 2006.
4. DUTIES AND EXTENT OF SERVICES DURING PERIOD OF EMPLOYMENT. During the period of
employment, Employee shall be employed as a Senior Executive of the Company. In such capacity, Employee
agrees that he shall serve the Company under the direction of the Board of Directors of the Company to the best
of his ability, shall perform all duties incident to his offices on behalf of the Company, and shall perform such other
duties as may from time to time be assigned to him by the Board of Directors of the Company.
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Employee shall also serve in similar capacities of such of the subsidiary c