ANAREN, INC. RESTRICTED STOCK AGREEMENT

                  (b)     If the Grantee’s employment with the Company or a Subsidiary is terminated prior to the expiration of the Forfeiture Period due to the Grantee’s death, Disability, Retirement, or due to a Change of Control, the Committee may, at its sole discretion, waive part or all of the restrictions applicable to some or all of the Restricted Stock.

          5.     Plan Amendment.  Upon approval of this Agreement by the Board, this Agreement shall constitute a limited-scope amendment of the provisions of the Plan that might otherwise be inconsistent with the terms of this Agreement, including, but not limited to, provisions of the Plan that might otherwise provide for more favorable vesting upon termination of employment.  The Plan amendment created by the Board’s approval of this Agreement, however, shall be limited to the Restricted Stock granted pursuant to this Agreement and the Restricted Stock granted pursuant to the other similar Restricted Stock Awards approved by the Board on same date that this Agreement is approved by the Board.

          6.     No Right To Continued Employment.  This Agreement shall not confer upon the Grantee any right to continued employment with the Company or any Subsidiary nor shall it interfere, in any way, with the right of the Company to modify the Grantee’s compensation, duties, and responsibilities, or the Company’s authority to terminate the Grantee’s employment.

          7.     Withholding.  The Company shall have the right to deduct any sums that federal, state or local tax laws require to be withheld from Grantee’s compensation from the Company upon the grant or vesting of Restricted Stock.  In the alternative, the Board may require as a condition to either granting Restricted Stock or issuing Common Shares that the Grantee pay to the Company for deposit with the appropriate taxing authority, any amounts that federal, state or local tax laws require to be withheld.

          8.     Successors and Assigns.  This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the Company, and the heirs, successors and permitted assigns of the Grantee.

          9.     Governing Law.  This Agreement shall be construed in accordance with the laws of the State of New York.  The Grantee agrees to accept as binding, conclusive and final all decisions and interpretations of the Board with respect to any questions that may arise under the Plan and this Agreement.

          10.   Acknowledgments by Grantee.  Grantee acknowledges that he has been advised, and that Grantee understands, that: 

                  (a)     this document constitutes part of a prospectus covering securities that have been or will be registered under the Securities Act of 1933;

                  (b)     the grant of Restricted Stock and the issuance of any Common Shares may be subject to, or may become subject to, applicable reporting, disclosure and holding period restrictions imposed by Rule 144 under the Securities Act of 1933 (“Rule 144”) and Section 16 of the Securities Exchange Act of 1934 (“Section 16”); and

                  (c)     Common Shares acquired could be subject to Section 16(a) reporting requirements as well as the short swing trading prohibition contained in Section 16(b) which precludes any profit taking with respect to any stock transactions which occur within any six-month period.

The Grantee further acknowledges receipt of a copy of the Plan.

          The Company has caused this Agreement to be executed by its duly authorized officer, and the Grantee has executed this Agreement, both as of the day and year first written above.