Exhibit 10.13


 


FORM OF AWARD NOTICE
OF


Restricted Stock
Units and


Performance Restricted Stock Units


GRANTED PURSUANT TO THE


TRANSCAT, INC. 2021 INCENTIVE PLAN


 


	Grantee:	 
	Number of Restricted Stock Units (“RSUs”) Awarded:	 
	Number of Performance Restricted Stock Units (“PRSUs”) Awarded:	 
	Date of Grant:	 



 


		1.	Grant of Restricted Stock Unit Award. This Award Notice serves to notify you that the Board of
Directors of Transcat, Inc., an Ohio corporation (the “Company”), has granted to you, under the Company’s 2021 Incentive
Plan (the “Plan”), a restricted stock unit and performance restricted stock unit award (the “Award”), on the terms
and conditions set forth in this Award Notice and the Plan, of the number of RSUs and PRSUs (together, the “Units”) set forth
above. Each Unit entitles you to receive from the Company one share of the Company’s Common Stock, $0.50 par value per share (the
“Common Stock”), which will vest (become non-forfeitable) as set forth in Sections 2 and 3 and will be payable in the form
of shares of Common Stock as set forth in Section 4, all in accordance with the terms of this Award Notice, the Plan, and any rules and
procedures adopted by the Committee. 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.	Vesting.



 


		a.	RSU Vesting. Subject to Section 3 below, the RSUs subject to the Award will vest on [   ], which
is the last day of the Company’s [ ] fiscal year (the “Vesting Date”), provided that you are employed with the Company
through the Vesting Date.



 


		b.	PRSU Vesting. The PRSUs subject to the Award will vest on the Vesting Date based on the successful
completion of all of the following:



 


		i.	Subject to Section 3 below, you are employed with the Company
through the Vesting Date;



 


		ii.	The percentage of the PRSUs that will vest, if any, is determined based on the Company’s performance
against the performance measure set forth below over the three-year period ending on the Vesting Date, as validated by the Company’s
external auditors. The applicable performance measure for the Award and the percentage of PRSUs that vest for the specified levels of
performance are as follows:



 


	Cumulative fully diluted EPS

                                                                   for the three-year period ending

                                                                   on the Vesting Date
	 	Percentage of PRSUs

                                                                                that vest
	 
	$[   ]	 	 	150	%
	$[   ]	 	 	125	%
	$[   ]	 	 	100	%
	$[   ]	 	 	75	%
	$[   ]	 	 	50	%




 






     


    


    

 


No PRSUs will vest
for Company performance below 50%, and therefore all PRSUs subject to the Award will be forfeited. Performance above 50% and up to 150%
will be determined using straight line interpolation and the vesting percentages set forth above for the earnings per share (“EPS”)
results immediately preceding and immediately following the actual EPS results shown above.


 


		3.	Effects of Certain Events.



 


		a.	General. Subject to Sections 3(b) through 3(e) of this Award Notice, in the event that your employment
with the Company is terminated prior to the Vesting Date, all Units that are not vested as of the date of such termination are automatically
forfeited.



 


		b.	Effect of Death, Disability or Retirement on RSUs. In the event of your death or termination of
employment due to Disability or Retirement prior to the Vesting Date, then the Award shall continue and the vested RSUs, if any, shall
be distributed on a pro-rata basis on the date that other active participants receive such distributions under their Award Notice for
this program. The pro-rata portion shall be determined by multiplying the number of vested RSUs by a fraction, the numerator of which
is the number of completed months during the three-year period ending on the Vesting Date which you were employed by the Company, and
the denominator of which is the number of months in the period beginning on the Date of Grant and ending on the Vesting Date. For purposes
of this Award Notice, “Disability” has the meaning given to such term under the Plan and “Retirement” means your
termination of employment on or after the date that you have attained age 55 and have completed five or more years of service with the
Company.



 


		c.	Effect of Death or Disability on PRSUs. In the event of your death or termination of employment
due to Disability prior to the Vesting Date, then the Award shall continue and the vested PRSUs, if any, from such performance, shall
be distributed on a pro-rata basis on the date that other active participants receive such distributions under their Award Notice for
this program, based on actual performance, based on the following:



 


		i.	If you terminate employment in the first 15 months of the performance period you will forfeit all PRSUs.



 


		ii.	If you terminate employment within the 16th through the 27th month of the performance period you will receive a pro-rated number of
PRSUs subject to the Award that become vested under Section 2(b) above.



 


		iii.	If you terminate employment after 27 months of the performance period have elapsed you will receive the full number of PRSUs that
become vested under Section 2(b) above.



 


The pro-rata portion
shall be determined by multiplying the number of vested PRSUs based on actual performance by a fraction, the numerator of which is the
number of completed months during the three-year period ending on the Vesting Date which you were employed by the Company, and the denominator
of which is 36.


 






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		d.	Effect of Retirement on PRSUs. If you terminate employment prior to the Vesting Date due to Retirement,
then the Award shall continue and the vested PRSUs, if any, shall be distributed on a pro-rata basis on the date that other active participants
receive such distributions under their Award Notice for this program, based on actual performance, based on the following:



 


		i.	If you terminate employment in the first 15 months of the performance period you will forfeit all PRSUs.



 


		ii.	If you terminate employment within the 16th through the 27th month of the performance period you will receive a pro-rated number of
PRSUs subject to the Award that become vested under Section 2(b) above.



 


		iii.	If you terminate employment after 27 months of the performance period have elapsed you will receive the full number of PRSUs that
become vested under Section 2(b) above.



 


The pro-rata portion
shall be determined by multiplying the number of vested PRSUs based on actual performance by a fraction, the numerator of which is the
number of completed months during the three-year period ending on the Vesting Date which you were employed by the Company, and the denominator
of which is 36.


 


		e.	Change in Control. Upon a Change in Control of the Company, the provisions of Section 7.1 of the
Plan shall automatically and immediately become operative with respect to the Award.



 


		4.	Issuance of Shares of Common Stock. Unless the Units are forfeited prior to the Vesting Date as
provided in Sections 2 and 3 above, the Units will be payable in the form of Common Stock as soon as administratively practicable following
the release of the Company’s operating results for the [ ] fiscal year, but in no event later than December 31, [ ] (the “Payment
Date”). Each vested Unit will be payable in the form of one share of Common Stock on the Payment Date. Shares of Common Stock will
be registered on the books of the Company in your name as of the Payment Date and delivered to you as soon as practical thereafter, in
certificated or uncertificated form, as you shall direct. You understand that the Company will, and you hereby authorize the Company to,
issue such instructions to its transfer agent as the Company may deem necessary or proper to comply with the intent and the purposes of
this Award Notice. Notwithstanding the foregoing provisions of this Section 4, if you make a valid election to defer receipt of the shares
of Common Stock pursuant to the terms of a nonqualified deferred compensation plan maintained by the Company, payment of vested Units
shall be made in accordance with that election and the terms of such nonqualified deferred compensation plan.



 


		5.	Nontransferability. The Units awarded pursuant to this Award Notice may not be sold, transferred,
pledged, assigned, or otherwise alienated or hypothecated (“Transfer”), other than by will or by the laws of descent and distribution,
except as provided in the Plan. If any prohibited Transfer, whether voluntary or involuntary, of the Units is attempted to be made, or
if any attachment, execution, garnishment, or lien shall be attempted to be issued against or placed upon the Units, your right to such
Units shall be immediately forfeited to the Company, and this Award Notice shall be null and void.



 


		6.	No Shareholder Rights. The Units do not entitle the Grantee to any rights of a shareholder of Common
Stock, including dividends or voting rights.



 


		7.	Restrictions on Issuance of Shares. If at any time the Company determines that listing, registration
or qualification of the shares of Common Stock subject to this Award 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 Award or issuance of certificate(s) for Common
Stock hereunder, then, subject to the limitations imposed under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”),
such Award or issuance may not be made 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.



 






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		8.	Plan Controls. The Award is subject to all of the provisions of the Plan, 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.



 


		9.	Taxes. You are responsible for any and all federal, state and local taxes (other than stock transfer
or issuance taxes) arising as a result of the vesting of the Units or the delivery of the shares of Common Stock to you pursuant to this
Award or any subsequent sale of the shares of Common Stock by you.



 


		10.	Section 409A. This Award Notice and the Units granted hereunder are intended to comply with the
requirements of Section 409A of the Code and shall be construed and interpreted in a manner consistent with such intent.



 


ACKNOWLEDGEMENT


 


The undersigned Grantee acknowledges
receipt of, and understands and agrees to, this Award Notice and the Plan. The Grantee further acknowledges that as of the date of grant,
this Award Notice and the Plan set forth the entire understanding between the Grantee and the Company regarding the grant of the Units
under the Award and supersede all prior oral and written agreements on that subject.


 


	Date: 	 	 




 


	 	Transcat, Inc.
	 	 	 
	 	By:	 
	 	 	 
	 	 	 
	 	Grantee: 
	 	 	 



  


 


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