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KEITHLEY INSTRUMENTS, INC.
2002 STOCK INCENTIVE PLAN
 OPTION AGREEMENT
 
 
 1.
    
    Notice of Exercise: Optionee shall exercise all or any part of his
Options at any time after such Options first vest and become exercisable (the Vesting
Date) and prior to the Expiration Date. To exercise, Optionee shall provide written
notice, which may be in electonic form, to the Company or exercise the Options
pursuant to a cashless exercise program approved by the Company. Such written notice
shall only be effective when received by the Company at its principal offices; such
written notice in any event shall:
 a)
    
    State that Optionee is exercising one (1) or more Options in
accordance with this Agreement, indicate the number of Company common shares
being purchased, and specify the name(s), address(es) and social security (or
other identifying tax) number(s) of those persons or parties in whose name(s)
such common shares should be registered on the Companys books and records;b)
    
    Be signed by Optionee (or other person(s) entitled to exercise
such Options and, if being exercised by anyone other than Optionee, be
accompanied by proof satisfactory to counsel for the Company demonstrating
that such person(s) are entitled to exercise such Option(s)) and be in
compliance with all relevant laws and regulations;




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c)
    
    Be accompanied by such representations and warranties signed
by Optionee (or other exercising person) regarding the investment intent of
such person(s) as the Company may reasonably request, in a form satisfactory
to counsel for the Company; andd)
    
    Be accompanied by payment (described in paragraph 2 hereof).
 2.
    
    Determination and Payment of Purchase Price. Any Optionee or other
person exercising Options hereunder shall tender to the Company the stated price for
said Options based on the information provided in the Grant Notice, plus all
applicable federal, state and local withholding taxes and assessments (as determined
by the Company, acting in its sole discretion) (together, the Purchase Price). Upon
request, the Company shall provide Optionee with the information needed to determine
the Purchase Price. At the Companys discretion, the Purchase Price shall be paid
with cash or check, or with a surrender of Company common shares having a fair market
value on the date of exercise equal to that portion of the Purchase Price for which
payment in cash or check is not made. The Committee may, in its sole discretion,
specify other methods for exercising Options or paying the Purchase Price, but shall
only do so in writing.3.
    
    Non-Transferability. Except for transfers that qualify as Permitted
Transfers (as defined in as provided in Section 7(d) of the Plan) or transfers that
are otherwise permitted under the terms of the Plan, Options shall not be transferable
by Optionee except as otherwise expressly permitted by the Plan. Likewise, except for
Options transferred in accordance with this paragraph (or where applicable, the terms
of the Plan), Options shall be exercisable only by Optionee for his own account
(except in the event of Optionees death or disability, in which event otherwise
exercisable Options held by Optionee at death or disability shall be exercisable only
by or for Optionees estate (in the case of death) or by Optionees legal
representative (in the case of disability)).4.
    
    Restrictions on Exercise. Options are at all times subject to all
restrictions contained in this Agreement (and where not modified herein, in the Plan).
As a condition to any exercise of Options, the Company may require Optionee, or his
successor, to represent and warrant that he will comply with all applicable laws and
regulations or confirm certain factual matters, if requested by the Companys legal
counsel.5.
    
    Specific Option Expiration and Termination Rules. All Options not
previously exercised, or terminated as further provided in this paragraph, shall
expire no later than on the Expiration Date. Notwithstanding the preceding sentence,
all non-vested Options shall automatically terminate and expire on the date Optionees
employment as a Company employee ends (whether by death, disability, retirement or
otherwise). Options that are vested and exercisable on the date Optionees employment
as a Company employee ends shall nevertheless terminate prior to the Expiration Date
on the first to occur of the following:




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a)
    
    Three (3) years following the date Optionees Company
employment ends, if such employment ends on account of Optionees normal,
early or disability retirement under the Keithley Instruments, Inc. Employees
Pension Plan;b)
    
    One (1) year following the date Optionee dies;c)
    
    Ninety (90) days following the date Optionees Company
employment ends, if such employment ends involuntarily, as a result of
furlough, discharge or comparable event (other than death, as further
described in (b) hereof); ord)
    
    Immediately upon termination of Optionees Company employment,
if such employment ends by quit or discharge rather than by death or
retirement (as further described in (a) and (b) hereof, respectively).
  6.
    
    Coordination With Incentive Stock Option and Other Rules. None of the
terms, conditions or provisions found in this Agreement shall be interpreted or
applied to cause any Option granted under the Plan as an Incentive Stock Option to not
qualify under Section 422 of the Internal Revenue Code of 1986, as amended (the
Code), or cause any common share issued in connection with the exercise of an Option
hereunder not to be a fully paid and non-assessable common share of the Company.7.
    
    Forfeiture; Set Off & Recoupment.Notwithstanding any other provision
of this Agreement or the Plan, Optionees rights hereunder with respect to the Options
evidenced hereby (whether or not then exercised or exercisable) shall immediately
terminate, and otherwise be subject to forfeiture, set off and reduction for and
against any claims the Company may have or asserts against Optionee for any of the
following actions by Optionee, taken while employed by the Company and, with respect
to subparagraph (a) and (e), within a three (3)-year period commencing with the
cessation of Optionees Company employment:
 a)
    
    Any direct or indirect disclosure or publication (or,
during the three (3)- year period commencing with the cessation of
Optionees Company employment, an use) by Optionee of any Company trade
secret or confidential information;b)
    
    Any act of embezzlement, fraud or breach of fiduciary
duty during Optionees employment with the Company that contributed to a
restatement of the Companys financial statements;




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c)
    
    Any material violation (as determined by the Board of
Directors) by Optionee of the terms of any written agreement between
Optionee of the Company;d)
    
    Any act of embezzlement, fraud, dishonesty, nonpayment
of any obligation to the Company, breach of fiduciary duty or deliberate
disregard of Company rules resulting in a loss, damage or injury to the
Company; ore)
    
    Any attempt by Optionee to induce any Company employee
or consultant, agent or sub agent under contract with the Company to
terminate his or her employment or other contractual relationship with the
Company.
 In the event of any violation by Optionee of any subparagraph above, all Options
then held by Optionee hereunder (whether or not then vested and exercisable) shall
immediately terminate, be extinguished or forfeited, and have no further effect.
In addition if there is a violation of subparagraphs (a), (b) and/or (e) above and
Optionee has already exercised Options, Optionee shall promptly forfeit, relinquish
and surrender to the Company, in cash or in whole shares of the Company (or any
combination thereof), all gains, profits, and income Optionee has realized from the
exercise of said Options (as reported by the Company for federal tax purposes), net
of any amounts withheld by the Company in connection with said exercise of said
Options if the sale or disposition of said Options was effected within thirty-six
(36) months of the violations in question. Any failure by the Company to assert
its set off, forfeiture and recoupment rights under this paragraph with respect to
specific claims against Optionee shall not waive, or operate to waive, the
Companys right to later assert its rights hereunder with respect to other or
subsequent claims against Optionee.8.
    
    Choice of Law; Consent to Jurisdiction. Optionee hereby consents and
agrees that Ohio law controls the parties procedural and substantive rights and
obligations under this Agreement, and also consents and agrees to the jurisdiction of
the state court of general jurisdiction sitting in Cuyahoga County, Ohio, as the
exclusive forum for resolving all claims and issues arising under, out of, or in
respect of, this Agreement.9.
    
    Severability; Survival of Certain Provisions. The unenforceability of
one (1) or more of the provisions in this Agreement shall not vitiate or render void
or unenforceable the remaining provisions of this Agreement; rather, such remaining
provisions will remain fully enforceable to the extent permitted by law.
Notwithstanding any contrary provision contained in the Plan or this Agreement, the
provisions of paragraph 7 hereof shall specifically survive the termination, lapse or
expiration of the Plan and/or this Agreement.




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10.
    
    Definitions. Unless otherwise defined in this Agreement, capitalized terms
will have the same meanings given them in the Plan.
 KEITHLEY INSTRUMENTS, INC.DATE OF GRANT:
    By:Joseph P. KeithleyTitle:
    Chairman of the Board, President
and Chief Executive Officer ACCEPTANCE BY OPTIONEE
  DATE:
    
    
    
    
    
    Name