Exhibit 10.9

AWARD NOTICE OF
PERFORMANCE-BASED 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.	 	Performance Criteria and Vesting. The RSUs subject to the Award will vest
      based on the successful completion of all of the following:
	 
	 	 	a.	 	Subject to Section 3
      below, you are employed with the Company through [_____], which is the
      last day of the Company’s [_____] fiscal year (the “Vesting
    Date”);
	 
			b.	     	The percentage of the
      RSUs that will vest, if any, is determined based on the Company’s
      performance against the performance measure set forth below over the
      three-year period ending on the Vesting Date, as validated by the
      Company’s external auditors. The applicable performance measure for the
      Award and the percentage of RSUs that vest for the specified levels of
      performance are as follows:




	Cumulative
      fully diluted EPS	        	
	for the
      three-year period ending		Percentage
      of RSUs
	on the Vesting Date		that vest
	$[___]		150%
	$[___]	 	125%
	$[___]	 	100%
	$[___]		75%
	$[___]		50%




No RSUs will vest for
Company performance below 50%, and therefore all RSUs subject to the Award will
be forfeited. Performance above 50% and up to 150% will be determined using
straight line interpolation and the vesting
percentages set forth above for the EPS results immediately preceding and
immediately following the actual EPS results shown above. 

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	3.	       	Effects
      of Certain Events.
	 
			a.	       	General. Subject to
      Sections 3(b) through 3(d) of this Award Notice, in the event that your
      employment with the Company is terminated prior to the Vesting Date, all
      RSUs that are not vested as of the date of such termination are
      automatically forfeited.
	 
			b.		Death or
      Disability. In the event of
      your death or termination of employment due to Disability prior to the
      Vesting Date, then the Award shall continue and the vested RSUs, if any,
      from such performance, shall be distributed on a pro-rata basis on the
      date that other active participants receive such distributions under their
      Award Notice for this program, based on actual performance, based on the
      following:
	 
	 	 	 	 	i.	       	If you terminate
      employment in the first 15 months of the performance period you will
      forfeit all RSUs.
	 
	 	 	 	 	ii.	 	If you terminate
      employment within the 16th through the 27th month of the performance
      period you will receive a pro-rated number of RSUs subject to the Award
      that become vested under Section 2, above.
	 
	 	 	 	 	iii.	 	If you terminate
      employment after 27 months of the performance period have elapsed you will
      receive the full number of RSUs that become vested under Section 2
      above.
	 	 	 	 	 	 	 



	 	 	 	The pro-rata portion shall
be determined by multiplying the number of vested RSUs based on actual
performance by a fraction, the numerator of which is the number of completed
months during the three-year period ending on the Vesting Date which you were
employed by the Company, and the denominator of which is 36. For purposes of
this Award Notice, Disability has the meaning given to such term under the Plan.


	 	 	 	 
	          	c.	       	Retirement. If you
      terminate employment prior to the Vesting Date due to Retirement, then the
      Award shall continue and the vested RSUs, if any, shall be distributed on
      a pro-rata basis on the date that other active participants receive such
      distributions under their Award Notice for this program, based on actual
      performance, based on the following:
		 
	 	 	 	i.	       	If you terminate
      employment in the first 15 months of the performance period you will
      forfeit all RSUs.
		 
	 	 	 	ii.	 	If you terminate
      employment within the 16th through the 27th month of the performance
      period you will receive a pro-rated number of RSUs subject to the Award
      that become vested under Section 2, above.
		 
	 	 	 	iii.	 	If you terminate
      employment after 27 months of the performance period have elapsed you will
      receive the full number of RSUs that become vested under Section 2
      above.


The pro-rata portion shall
be determined by multiplying the number of vested RSUs based on actual
performance by a fraction, the numerator of which is the number of completed
months during the three-year period ending on the Vesting Date which you were
employed by the Company, and the denominator of which is 36. For purposes of
this Award Notice, Retirement means your termination of employment on or after
the date that you have attained age 55 and have completed five or more years of
service with the Company.

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	 	d.  	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 the release of the Company’s
      operating results for the [_____] fiscal year, but in no event later December
      31, [_____] (the “Payment Date”). Each vested RSU will be payable in the form
      of one share of Common Stock on the 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.
	 
	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 comply with 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 supercede
all prior oral and written agreements on that subject. 

	Date:   	 	     	
	 	 	Transcat,
      Inc.
 
 
			By:   	 
	 
 
 
			Grantee:
				 



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