AMENDMENT TO AGREEMENT FOR SEVERANCE UPON CHANGE IN CONTROL

Exhibit 10.1

AMENDMENT TO AGREEMENT FOR SEVERANCE UPON CHANGE IN CONTROL

     This Amendment to Agreement For Severance Upon Change in Control (this “Amendment”) is entered into as of the 16th day of December, 2008, by and between Transcat, Inc., an Ohio corporation (the “Company”), having its principal place of business at 35 Vantage Point Drive, Rochester, New York 14624, and Charles P. Hadeed (the “Employee”).

      WHEREAS , the Company and the Employee entered into the Agreement For Severance Upon Change in Control, effective February 12, 2004 (the “Agreement”); and

      WHEREAS , Section 8 of the Agreement provides that the Agreement may be amended by a written amendment executed by the Company and the Employee; and

      WHEREAS , Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury Regulations and other official guidance issued thereunder (collectively, “Section 409A”), require that the Company’s compensation and benefit arrangements be in