**•** In the event the Employee qualifies as a “Specified Employee” (as hereindefined) on the date such Employee’s Separation from Service occurs, any paymentotherwise scheduled to be paid to the Employee under subsection A, paragraph (i)hereof, prior to the expiration of six (6) months following the date of suchEmployee’s Separation from Service from the Company and all Related Companies (asdefined in this subsection B) shall be held by the Company, and paid to theEmployee (or in the event of his intervening death, to his estate) in a single sumon the first business day following the expiration of such six (6) month period.For this purpose, an employee qualifies as a “Specified Employee” if, as of the dateof his Separation from Service, he is a “key employee” of the Company or any RelatedCompany and the Company’s stock (or the stock of any Related Company) is publiclytraded on an established securities market. An employee is a key employee if he orshe meets the requirements of Code Section 416(i)(1)(A)(i), (ii), or (iii) (appliedin accordance with the regulations thereunder and disregarding Section 416(i)(5)) atany time during a given 12-month period commencing on January 1st andending on the ensuing December 31st. In the event the employee qualifiesas a key employee during such calendar year period, he shall qualify as a SpecifiedEmployee throughout the 12-month period commencing on the April 1st nextfollowing the close of such calendar year period and ending on the ensuing March31st. For this purpose, the Employee’s compensation (used to determinewhether he is a “key employee”) shall be determined using the definition ofcompensation provided under Treasury Regulation Section 1.415(c)-2(a). **•** Any reimbursement for fringe benefits and arrangements, which needs to be madeto the Employee in accordance with subsection A paragraph (vi) hereof, shall bemade on or before the last day of the Employee’s taxable year following the taxableyear in which such expense was incurred; any cash compensation becoming due andpayable to the Employee in accordance with subsection A paragraph (vi) hereof shallbe made on or before the last day of the Employee’s taxable year in which theEmployee acquires the right to receive such cash compensation. Any suchreimbursement or compensation shall be paid to the Employee (or in the event of hisintervening death, to his estate).
 
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 **•** Payment to the Employee of the supplemental retirement benefit described insubsection A paragraph (vii) hereof shall take the form of a single life annuity,commencing on the later of (I) the first day of the first calendar month nextfollowing such Employee’s Separation from Service from the Company and all RelatedCompanies, or (II) the date the Employee’s retirement benefit commences under thePension Plan; provided, that if the Employee is a Specified Employee on the date hisSeparation from Service occurs (as herein defined), any monthly benefit paymentsotherwise payable to such Employee during the 180-day period commencing on the datesuch Employee’s Separates from Service shall be withheld by the Company and paid tothe Employee (or in the event of his intervening death, to his estate) on the181st day next following the date of his Separation from Service. Anyadjustments in the timing or the form of payment, needed to conform the Employee’ssupplemental retirement benefit described in subsection A, paragraph (vii) hereof tothe preceding sentence, shall employ the actuarial factors used under the PensionPlan to pay different types of annuities (determined as of the date the Employee’sPension Plan benefits commence). **•** Any Company reimbursement of the Employee’s outplacement expenses in accordancewith subsection A paragraph (viii) hereof shall be made on or before the last dayof the Employee’s taxable year following the taxable year in which such expenseswere incurred.” Any such reimbursement shall be paid to the Employee (or in theevent of his intervening death, to his estate).2. Section XIV, Code Section 409A Compliance, is hereby added to the Agreement which shallprovide as follows:“This Agreement is intended to comply with the provisions of Code Section 409A andrelated rulings and regulations (the “Section 409A Rules”). In the event that anyprovision of this Agreement fails to satisfy the Section 409A Rules, suchprovision shall be modified so as to comply with the Section 409A Rules whilepreserving as closely as possible the substantive rights of the Company and theEmployee hereunder. The Company, acting in its discretion, will identify anyfurther Agreement provisions that need to be modified to conform this Agreement tothe requirements imposed by the Section 409A Rules and notify the Employee of suchmodifications and seek his consent thereto. However, the Company is not acting(and will not be held to have acted) as a guarantor of the federal taxconsequences of this Agreement, and _____ in the event that the Companydetermines that it is not feasible to modify a provision of this Agreement toconform such provision to the Section 409A Rules, such provision shall be apply astheretofore written without regard to the Section 409A Rules.”
 
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IN WITNESS HEREOF, the Company by action of its Board of Directors has caused this Amendmentto the Original Employment Agreement to be executed on this 31st day of December, 2008.       **KEITHLEY INSTRUMENTS, INC.**       By: /s/ Joseph P. Keithley         Its: Chairman, President and Chief Executive OfficerThe undersigned hereby consents and agrees to the above modifications made to the OriginalEmployment Agreement.     /s/ Mark J. Plush     **Mark J. Plush**
 
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