Exhibit
10.1 

FORM OF
AWARD
NOTICE
OF NON-QUALIFIED
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
Board of Directors of Transcat, Inc. (the “Company”) has granted to you, under
the Company’s 2003 Incentive Plan, as amended and restated (the “Plan”), a
non-qualified 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 day that is
sixty days after five (5) 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 an employee or otherwise in the service of the
Company at that time, the Option will vest and become exercisable pro rata with
respect to twenty percent of the shares subject to the Option on the Date of
Grant and on each of the first, second, third and fourth anniversaries of the
Date of Grant, with any fractional share resulting from such proration vesting
on the fourth anniversary. For example, provided you remain employed by or in
the service of the Company at the time, twenty percent of the total number of
shares of Common Stock subject to the Option will be vested on the Date of
Grant, forty percent of the total number of shares of Common Stock subject to
the Option will be vested one year after the Date of Grant, sixty percent of the
total number of shares of Common Stock subject to the Option will be vested two
years after the Date of Grant, eighty percent of the total number of shares of
Common Stock subject to the Option will be vested three years after the Date of
Grant, and the total number of shares of Common Stock subject to the Option will
be vested four 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 in Control. Notwithstanding the vesting schedule set forth
in Section 3 of this Award Notice, upon a “Change in 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 in
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 or
otherwise in the service of 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 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 supersede 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: