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KEITHLEY INSTRUMENTS, INC.
2002 STOCK INCENTIVE PLAN
 RESTRICTED UNIT AWARD AGREEMENT
 
  1.
    
    Issuance & Transfer of Common Shares and Other Amounts and Rights.In the event the restricted
units evidenced by this Award vest as provided in paragraph 5 hereof, then as soon as practicable
thereafter the Company shall transfer and issue to Key Employee (or such other person as may then
be entitled hereunder) those Company common shares that such units represent.2.
    
    Tax, Withholding Matters.Any Key Employee or other person receiving Company common shares in
connection with the vesting of restricted units in accordance with Paragraph 5 hereof shall
provide for the satisfaction of all applicable federal, state and local withholding taxes and
assessments arising in respect of such issuance and transfer of shares; the amount of such
withholding taxes and assessments shall be determined by the Company, acting in its sole
discretion (the Total Withholding). Upon request, the Company shall provide Key Employee with
the information needed to determine the Total Withholding. At the Companys discretion, the Total
Withholding shall be paid with cash or check, or with a surrender of Company common shares having
a fair market value on the date of transfer equal to that portion of the Total Withholding for
which payment in cash or check is not made. The Committee may, in its sole discretion, specify
other methods for transferring Company common shares in satisfaction of Final Awards, but any such
specification shall only be made in writing.




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3.
    
    Interests Not Transferable.Any and all Awards made hereunder shall not be transferable or
assignable, or capable of alienation or anticipation, by Key Employee except as otherwise
expressly permitted by the Plan. Likewise, except as specifically provided in the Plan, Company
common shares issued hereunder shall only be issued to Key Employee or his personal representative
(except in the event of Key Employees death or disability, in which event otherwise-issuable
Company common shares owed to Key Employee at death or disability shall be issued only to or for
Key Employees estate (in the case of death) or to Key Employees legal representative (in the
case of disability)).4.
    
    Units Carry No Dividend or Voting Rights.Awards made hereunder are at all times subject to
all restrictions contained in this Agreement and in the Plan. Key Employee shall not have, or
accrue, any shareholder rights as a result of being credited with units hereunder in respect of an
Award. The right to receive dividends, and to vote or otherwise assert shareholders rights,
shall only arise and accrue as and when Company common shares are issued and transferred to Key
Employee in accordance with, and in satisfaction of, the Companys obligations under the terms of
the Plan and this Agreement. Key Employee understands and acknowledges that the Committee, acting
in its sole discretion, may require Key Employee, 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.
    
    Vesting, Expiration and Termination Rules.The units awarded hereunder will fully vest on the
fourth (4th) anniversary of the Award Date, subject to the provisions of Paragraph 7 hereof (the
Vesting Date). Notwithstanding the preceding sentence, in the event Key Employees employment
by the Company terminates (including any employment with Company subsidiaries and affiliates whose
financial results are reported on a consolidated basis with the Company) prior to the Vesting
Date, regardless of the reason(s) therefor, all Key Employees rights hereunder shall terminate
immediately and be extinguished, and thereafter shall have no value.6.
    
    Coordination With Other Rules.None of the terms, conditions or provisions in this Agreement
shall be interpreted or applied to cause any common share of the Company, issued in connection
with this Agreement, 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, Key Employees rights hereunder with respect to the Award evidenced hereby (whether or not
then vested) 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 Key Employee for any
of the following actions by Key Employee, taken while employed by the Company and, with respect
to subparagraph (a ), within a three (3)-year period commencing with the cessation of Key
Employees Company employment:




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a)
    
    Any direct or indirect disclosure or publication (or, during the three (3)- year period
commencing with the cessation of Key Employees Company employment, an use) by Key Employee of any
Company trade secret or confidential information;b)
    
    Any act of embezzlement, fraud or breach of fiduciary duty during Key Employees employment
with the Company that contributed to a restatement of the Companys financial statements;c)
    
    Any material violation (as determined by the Board of Directors) by Key Employee of the terms
of any written agreement between Key Employee 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.In the event of any violation by Key Employee of any subparagraph above, the Award evidenced
hereby then held by Key Employee hereunder (whether or not then vested) shall immediately
terminate, be extinguished or forfeited, and have no further effect. In addition if there is a
violation of subparagraphs (a) and/or (b) above, with respect to all units awarded hereunder, and
with respect to any Company common shares issued or expected to be issued in connection with the
Final Award, Key Employee shall promptly forfeit, relinquish and surrender to the Company all
gains, profits, and income Key Employee has realized from such Award if the profit or income was
realized 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 Key Employee 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 Key Employee.
 8.
    
    Choice of Law; Consent to Jurisdiction. Key Employee 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 8 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, Presidentand Chief Executive Officer ACCEPTANCE BY KEY EMPLOYEE
  DATE:Name