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.