Exhibit
10.2 

AWARD NOTICE OF

LONG-TERM COMPENSATION
AWARD
GRANTED PURSUANT TO THE
TRANSCAT, INC. 2003 INCENTIVE PLAN


			
      Grantee:
      

      Number of Restricted
      Stock Units
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 2003 Incentive Plan, as amended and
      restated (the “Plan”), a restricted stock unit award (the “Award”), on the
      terms and conditions set forth in this Award Notice and the Plan, of the
      number of Restricted Stock Units (“RSUs”) set forth above. Each RSU
      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 the Company’s 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. The RSUs
      subject to the Award will vest, based on your continued employment through
      the Vesting Date (as defined herein), one-third on each anniversary of the
      Date of Grant beginning after the first anniversary of the Date of Grant
      (each, a “Vesting Date”).
	 
	3.		Effects
      of Certain Events.
	 
		a.	General. Subject to
      Section 3(b) of this Award Notice, in the event that your employment with
      the Company is terminated prior to a Vesting Date, all RSUs that are not
      vested as of the date of such termination are automatically
      forfeited.
	 
		b.	Change in Control.
      Upon a Change in Control of the Company, the provisions of Section 10.3 of
      the Plan shall automatically and immediately become operative with respect
      to the Award.
	 
	4.		Issuance
      of Shares of Common Stock.
      Unless the RSUs are forfeited prior to the Vesting Date as provided in
      Sections 2 and 3 above, the RSUs will be payable in the form of Common
      Stock as soon as administratively practicable following each Vesting Date,
      but no later than the 15th day of the third month following the end of the year in which the
      Vesting Date occurs (each, a “Payment Date”). Each vested RSU will be
      payable in the form of one share of Common Stock on the respective 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 RSUs shall
      be made in accordance with that election and the terms of such
      nonqualified deferred compensation plan.


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	5.	Nontransferability.
      The RSUs 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 RSUs is attempted to be made, or
      if any attachment, execution, garnishment, or lien shall be attempted to
      be issued against or placed upon the RSUs, your right to such RSUs shall
      be immediately forfeited to the Company, and this Award Notice shall be
      null and void.
	            	
	6.	No Shareholder
      Rights. The RSUs 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.
	 
	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 RSUs 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 RSUs granted hereunder are intended to be exempt from the requirements
      of Section 409A of the Code and shall be construed and interpreted in a
      manner consistent with such intent.


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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 RSUs under the Award and supersede
all prior oral and written agreements on that subject. 

	Date:     	 




	Transcat, Inc.
	 	 
	By:  	                                            
		 
	 	 
		 
	Grantee:
		 




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