Exhibit 10.1



 






Exhibit 10.1




AWARD NOTICE



NOTICE OF INCENTIVE STOCK OPTION

GRANTED PURSUANT TO THE

TRANSCAT, INC.

2003 INCENTIVE PLAN



	 	 	 
	Grantee:

	 	                                                                           
     
	 
	 	 
	Number of Shares:

	 	                                                                           
     
	 
	 	 
	Option Price:

	 	                                                                          
      
	 
	 	 
	Date of Grant:

	 	                                                                          
      






     1.     Grant of Option. This Award Notice serves to notify you that the Compensation
Committee (the “Committee”) of the Board of Directors of Transcat, Inc. (the “Company”) has granted
to you, under the Company’s 2003 Incentive Plan (the “Plan”), an incentive stock option (the
“Option”) to purchase, on the terms and conditions set forth in this Award Notice and the Plan, up
to the number of shares of its Common Stock, $.50 par value per share (the “Common Stock”) and at
the price per share set forth above. The Plan is incorporated herein by reference and made a part
of this Award Notice. Capitalized terms not defined herein have the respective meanings set forth
in the Plan.



     2.     Period of Option and Limitations on Right to Exercise. Unless the Option is
previously terminated pursuant to the terms of the Plan or this Award Notice, the Option will
expire at 5:00 p.m., Eastern Standard Time, on the month and day which is 10 years from the Date of
Grant (the “Expiration Date”).



     3.     Exercise of Option. Subject to the terms of the Plan and this Award Notice,
provided you are still a full-time employee of the Company at that time, the Option will vest and
become exercisable pro rata with respect to one-third of the shares subject to the Option on the
first, second and third anniversaries of the Date of Grant, with any fractional share resulting
from such proration vesting on the third anniversary. For example, provided you remain employed by
the Company at the time, one-third of the total number of shares of Common Stock subject to the
Option will be vested one year after the Date of Grant, two-thirds of the total number of shares of
Common Stock subject to the Option will be vested two years after the Date of Grant, and the total
number of shares of Common Stock subject to the Option will be vested three years after the Date of
Grant. The option may be exercised with respect to any vested shares, in whole or in part, by you
providing a notice of exercise to the Company and payment in accordance with the forms and
procedures established by the Committee and in effect on the date of exercise.



     4.     Effect of Certain Events.



     (a)     Death. In the event of your death prior to the complete exercise of the Option, your
designated beneficiary or, in the absence of such beneficiary, your duly qualified personal
representative may exercise the Option to purchase any vested shares available under the Option
until the earlier of the Expiration Date or one year after your death. Upon your death, the Option
shall terminate with respect to any unvested shares under the Option.



 









 





     (b)     Disability. In the event of your Disability prior to the complete exercise of the Option,
you may exercise the Option to purchase any vested shares available under the Option until the
earlier of the Expiration Date or one year after the date of your Disability. Upon the date of
your Disability, the Option shall terminate with respect to any unvested shares under the Option.



     (c)     Retirement or Approved Reason. Upon your Retirement or in the event of termination for an
Approved Reason, you may exercise the Option to purchase any vested shares available under the
Option until the Expiration Date. Upon your Retirement or termination for an Approved Reason, the
Option shall terminate with respect to any unvested shares under the Option.



     (d)     Other Termination. Upon your termination from the Company for any reason other than your
death, Disability, Retirement or termination for an Approved Reason, you may exercise the Option to
purchase any vested shares available under the Option until the earlier of the Expiration Date or
90 days after the date of your termination. Upon your termination, the Option shall terminate with
respect to any unvested shares under the Option.



     (e)     Change of Control. Notwithstanding the vesting schedule set forth in Section 3 of this
Award Notice, upon a “Change of Control,” the Option shall become fully vested and immediately
exercisable for the total number of shares available under the Option. For purposes of this Award
Notice, “Change of Control” has the meaning given to such term in the Plan.



     5.     Limitation of Rights. You will not have any rights as a stockholder with respect
to the shares covered by the Option until you become the holder of record of such shares by
exercising the Option. Neither the Plan, the granting of the Option nor this Award Notice gives
you any right to remain employed by the Company or a Subsidiary.



     6.     Restrictions on Issuance of Shares. If at any time the Company determines that
listing, registration or qualification of the shares covered by the Option upon any securities
exchange or under any state or federal law, or the approval of any governmental agency, is
necessary or advisable as a condition to the exercise of the Option, the Option may not be
exercised in whole or in part unless and until such listing, registration, qualification or
approval shall have been effected or obtained free of any conditions not acceptable to the Company.



     7.     Restriction on Transfers. You may not make any sale or other distribution or
disposition of any shares of Common Stock acquired by you pursuant to the exercise of all or any
part of the Option unless (i) a registration statement with respect to such shares is in effect at
the time of such sale, distribution or disposition and the Company shall have received proof
satisfactory to it that there has been compliance with applicable state law, or (ii) the Company
shall have received an opinion of counsel satisfactory to it that no violation of the Securities
Act of 1933, as amended, or applicable state law will be involved in such transfer.



     8.     Plan Controls. The Option is subject to all of the provisions of the Plan, which
is hereby incorporated by reference, and is further subject to all the interpretations, amendments,
rules and regulations that may from time to time be promulgated and adopted by the Committee
pursuant to the Plan. In the event of any conflict among the provisions of the Plan and this Award
Notice, the provisions of the Plan will be controlling and determinative.



ACKNOWLEDGEMENT



     The undersigned Grantee acknowledges receipt of a copy of the Plan, and understands and agrees
to the terms of this Award Notice and the Plan. The Grantee further acknowledges that as of the
Date of



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Grant, this Award Notice and the Plan set forth the entire understanding between the Grantee and
the Company regarding the acquisition of Common Stock and supercede all prior oral and written
agreements on that subject, with the exception of any other awards under the Plan made to the
Grantee contemporaneously with this Option.



Date:                                                                 



Grantee:



                                                            




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