Exhibit 10.01

                           KEITHLEY INSTRUMENTS, INC.
                        2002 & 2009 STOCK INCENTIVE PLANS

                           PERFORMANCE AWARD AGREEMENT

         This performance award agreement (the "Agreement") is made as of   this
day of   , 2009 (the "Award Date"), between Keithley Instruments, Inc., an Ohio
corporation (the "Company"), and that key employee of the Company named at the
bottom of this Agreement ("Key Employee"). Subject to the terms, conditions and
limitations set forth in this Agreement (including, without limitation, the
vesting provisions of paragraph 6 hereof and the performance standards and
operative provisions set forth in paragraph 1 hereof and in Exhibit A hereto),
Key Employee hereby is granted and awarded performance units set forth on
Exhibit B, each unit representing one common share of the Company (the "Initial
Award"). The number of Company common shares issued to or in respect of Key
Employee (if any) shall be determined strictly in accordance with this
Agreement, based on the number of units contained in any Final Award (as defined
herein), subject to the general provisions of the Plan.

       The number of units comprising the Initial Award shall be subject to
adjustment, expansion or reduction, to take into account the total shareholder
return performance of the Company as compared to its relevant competition during
the Measurement Period (as defined in Exhibit A and as further provided in
paragraph 1 hereof, the "Measurement Period"). The actual number of Company
common shares issued to Key Employee (if any) will only be determined by
applying the performance criteria to the Initial Award, and determining the
number of units finally awarded to such Employee (the "Final Award").

       This Agreement (including any and all incorporated Exhibits hereto) and
any Final Award made hereunder, are subject to the terms and conditions of the
Keithley Instruments, Inc. 2002 Stock Incentive Plan, as amended, or the
Keithley Instruments, Inc. 2009 Stock Incentive Plan, in either case, then in
effect (the "Plan"). The Plan's terms and conditions are incorporated herein by
this reference. Additional terms and conditions of this Agreement are as
follows:

          1.   Performance  Standards;  Determining the Final Award. The size of
               Key   Employee's   Final  Award  will  depend  on  the  Company's
               performance during the Measurement Period.

                           (a) General Performance Standards. To determine Key
                  Employee's Final Award, the number of units comprising Key
                  Employee's Initial Award are adjusted (ranging from a maximum
                  of twice the number of units comprising the Initial Award, to
                  a minimum of no units), based on program metrics that compare
                  the the Company's total shareholder return performance
                  occurring during the Measurement Period to comparable total
                  shareholder return performance reported by the Company's
                  principal competitors (as determined by the Compensation
                  Committee of the Company's board of directors, or its designee
                  (for purposes of this Agreement only, the "Committee")) during
                  a period comparable in length to the Measurement Period,
                  taking into account the Company's achievement of specified
                  rates of return.

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                           (b) Operative Provisions Incorporated By Reference.
                  The operative provisions of the program, and the metrics used
                  to gauge Key Employee's performance and determine the number
                  of units awarded in such Employee's Initial Award and Final
                  Award, are set forth in Exhibits A and B hereto, all of which
                  are individually and collectively incorporated herein by this
                  reference as if expressly set forth herein.

                           (c) Committee Determinations. The Committee shall
                  make all operative determinations hereunder, acting in its
                  sole and exclusive discretion, including those required to be
                  made in Exhibits A and B hereto; provided, that all
                  performance criteria used to gauge the Company's performance
                  during any Measurement Period shall be determined and
                  finalized not later than the December 31st next following the
                  Vesting Date specified in Section 6, excepting only those
                  changes directly resulting from events external to the
                  Company, such as mergers, dissolutions and consolidations
                  involving the Company's competitors.

          2.   Issuance & Transfer of Common  Shares.  In the event Key Employee
               is  determined  to be entitled to receive  Company  common shares
               hereunder in connection  with the  calculation and making of such
               Employee's Final Award and otherwise becomes qualified to receive
               such shares in  accordance  with the  provisions  of  paragraph 6
               hereof  (subject,  in any event to the  provisions of paragraph 8
               hereof),  such  shares  shall be  transferred  and  issued to Key
               Employee (or such other person as may then be entitled hereunder)
               on or before the December  31st next  following  the Vesting Date
               set forth in paragraph 6 hereof.  In the event said transfer date
               is a weekend day or a national holiday, the transfer and issuance
               described  in this  paragraph 2 shall occur on the  business  day
               next  following  said  transfer  date. In the event the Committee
               determines  that Key  Employee  is not  entitled to a Final Award
               pursuant  to  paragraph 1 and  Exhibits A and B hereto,  then all
               rights arising under this Agreement  shall  terminate on the date
               of such determination.

          3.   Tax,  Withholding  Matters.  Any Key  Employee  or  other  person
               receiving  Company common shares in connection with a Final Award
               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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          4.   Interests Are 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).

          5.   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 Initial Award or a Final 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.

          6.   Vesting,  Expiration and Termination  Rules. Key Employee's right
               to receive an Award hereunder (subject to determining whether Key
               Employee qualifies to receive Company common shares in connection
               with any units  awarded as part of his or her Final  Award)  will
               fully vest at 11:59 p.m.  on  September  30,  2012 (the  "Vesting
               Date"),  subject  to  application  of  this  paragraph  6 and the
               provisions  of  paragraph  8 hereof.  Nothing  contained  in this
               Agreement,   or  in  the  Plan,   shall  give  Key  Employee  any
               substantive right to the Company common shares represented by the
               units that comprise the Initial Award; rather, Key Employee shall
               only vest in, and have an  enforceable  right to, those units (if
               any) that comprise the Final Award. Notwithstanding the preceding
               two  sentences,  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  other  than on  account  of a  retirement  approved  by the
               Committee  (but   otherwise   without  regard  to  the  reason(s)
               therefor),  the  Initial  Award,  and all Key  Employee's  rights
               thereunder, shall terminate immediately and be extinguished,  and
               thereafter shall have no value. In the event Key Employee retires
               prior  to  the  Vesting  Date  but  otherwise  under   conditions
               satisfactory to the Company,  Key Employee shall be entitled to a
               pro rata  portion  of the Final  Award  that he or she would have
               been  entitled to on the Vesting  Date if he or she had  remained
               employed by the Company on such date. Such pro rata portion shall
               be equal to the number of days in the  Measurement  Period during
               which such  retiring Key  Employee  was actively  employed by the
               Company, expressed as a percentage of the total number of days in
               the  Measurement  Period (rounded up to the nearest whole share),
               and such share(s),  if any, shall be.transferred and issued after
               the Vesting  Date and  otherwise  in  accordance  with  Section 2
               hereof.

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          7.   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.

          8.   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  subparagraphs  (a)
               and  (e),  within a three  (3)-year  period  commencing  with the
               cessation of Key Employee's Company employment:

                  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;

                  e)       Any attempt by Key Employee 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 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), (b) and/or (e) 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.

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          9.   Change of  Control  Consequences.  In the  event  Key  Employee's
               rights   hereunder  vest  on  account  of  a  Change  of  Control
               (determined in accordance  with Section 11 of the Plan) occurring
               prior to the Vesting  Date,  the number of Company  common shares
               Key  Employee  shall be entitled to receive  will be based on the
               Initial  Award,  subject  only  to the  remaining  terms  of this
               Agreement  (which  shall  continue  to apply).  In the event such
               Change in Control (or any event subsequent thereto) satisfies the
               requirements  imposed  by  Section  409A(a)(2)  of  the  Internal
               Revenue Code and related  regulations  (pertaining  to changes in
               ownership  or  effective  control),  the issuance and transfer of
               such shares shall occur as soon as practicable  after such Change
               in Control or subsequent event.

          10.  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.

          11.  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.

          12.  Definitions.   Unless   otherwise   defined  in  this  Agreement,
               capitalized  terms will have the same meanings  given them in the
               Plan.

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                                       KEITHLEY INSTRUMENTS, INC.


DATE OF GRANT:                         By:
                ----------------------          --------------------------------
                                                Joseph P. Keithley

                                       Title:   Chairman of the Board, President
                                                and Chief Executive Officer



                           ACCEPTANCE BY KEY EMPLOYEE
                           --------------------------

         The undersigned has read and understood, and hereby accepts, the terms,
conditions, and obligations and restrictions imposed hereunder, as well as the
terms, conditions and limitations of the Plan to which this Agreement is subject
and subordinate.


DATE:
     ---------------------------------    --------------------------------------
                                          Name

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                    Exhibit A to PERFORMANCE AWARD AGREEMENT
                    ----------------------------------------


 [Intentionally left blank - to be attached as applicable for the award for that
                                  fiscal year]


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                    Exhibit B to PERFORMANCE AWARD AGREEMENT
                    ----------------------------------------


Name:
       ---------------------------------------------------------------

Number of Performance Shares Awarded:
                                       -------------------------------

102668381







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