Exhibit 10.9
 KEITHLEY INSTRUMENTS, INC.
2002 STOCK INCENTIVE PLAN
 MANAGEMENT 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:
 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;
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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.
  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.
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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.
 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
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