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
                                                             ---

     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.

                                       2

                                    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