KEITHLEY INSTRUMENTS, INC. 2002 STOCK INCENTIVE PLAN

Exhibit 10(v)

KEITHLEY INSTRUMENTS, INC.
2002 STOCK INCENTIVE PLAN
(as amended December 28, 2006)

          1. General . This Stock Incentive Plan (the “Plan”) provides key employees of Keithley Instruments, Inc. (the “Company”) with the opportunity to acquire or expand their equity interest in the Company by making available for award or purchase Common Shares, without par value, of the Company (“Common Shares”) through the granting of nontransferable options to purchase Common Shares (“Stock Options”); the granting of Common Shares, which may or may not be subject to temporal restrictions on transfer and substantial risks of forfeiture (“Restricted Stock”); and/or the granting of nontransferable options to receive payments based on the appreciation of Common Shares (“SARs”). Stock Options, Restricted Stock and SARs shall be collectively referred to herein as “Grants”; and an individual grant of Stock Options, Restricted Stock or SARs shall be individually referred to herein as a “Grant”. It is intended that key employees may be granted, simultaneously or from time to time, Stock Options that qualify as incentive stock options (“Incentive Stock Options”) under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”) or Stock Options that do not so qualify (“Non-qualified Stock Options”). No provision of the Plan is intended or shall be construed to grant key employees alternative rights in any Incentive Stock Option granted under the Plan so as to prevent such Option from qualifying under Section 422 of the Code.

          2. Purpose of the Plan . The purpose of the Plan is to provide continuing incentives to key employees of the Company and of any subsidiary corporation of the Company by encouraging such key employees to acquire new or additional share ownership in the Company, thereby increasing their proprietary interest in the Company’s business and enhancing their personal interest in the Company’s success.

          For purposes of the Plan, a “subsidiary corporation” consists of any corporation fifty percent (50%) of the stock of which is directly or indirectly owned or controlled by the Company.

          3. Effective Date of the Plan . The Plan originally became effective upon its adoption by the Board of Directors on December 7, 2001, and was approved by the Company’s stockholders on February 16, 2002 by holders of a majority of the outstanding shares of voting capital stock of the Company. The Plan was subsequently amended by the Board of Directors on September 8, 2005 and December ___, 2006. No further shareholder approval shall be required with respect to the making of Grants pursuant to the Plan, except as provided in Section 12 hereof.

          4. Administration of the Plan . The Plan shall be administered by the Compensation Committee of the Board of Directors of the Company or by a committee selected by such Board of Directors by majority vote and comprised of no fewer than two (2) members of such Board of Directors (the “Committee”). No person shall be appointed to, or serve on, the Committee who is not both an “outside director,” within the meaning of 26 C.F.R. §1.162-27(e)(3), and a “non-employee director” as defined under Rule 16b-3(b)(3) of the Securities Exchange Act of 1934. Notwithstanding the foregoing, Grants made to members of the Board of Directors, which may include members of the Committee, must be approved and granted by the Board of Directors (in connection to Grants made to members of the Board of Directors, references to the “Committee” in the Plan shall mean the Board of Directors).

          A majority of the Committee shall constitute a quorum. The acts of a majority of the members present at any meeting at which a quorum is present (or acts unanimously approved in writing by the members of the Committee) shall constitute binding acts of the Committee.

          Subject to the terms and conditions of the Plan, the Committee shall be authorized and empowered:

(a) To select the key employees to whom Grants may be made;

(b) To determine the number of Common Shares to be covered by any Grant;

(c) To prescribe the terms and conditions of any Grants made under the Plan, and the form(s) and agreement(s) used in connection with such Grants, which shall include agreements governing the granting of Restricted Stock, Stock Options and/or SARs;

(d) To determine the time or times when Stock Options and/or SARs will be granted and when they will terminate in whole or in part;

(e) To determine the time or times when Stock Options and SARs that are granted may be exercised;

(f) To determine, at the time a Stock Option is granted under the Plan, whether such Option is an Incentive Stock Option entitled to the benefits of Section 422 of the Code;

(g) To establish any other Stock Option agreement provisions not inconsistent with the terms and conditions of the Plan or, where the Stock Option is an Incentive Stock Option, with the terms and conditions of Section 422 of the Code;

(h) To determine whether SARs will be made part of any Grants consisting of Stock Options, and to approve any SARs made part of any such Grants pursuant to Section 9 hereof; and

(i) To delegate to one (1) or more Company officers authority to make Grants of Stock Options or Restricted Stock to key employees (other than executive officers) and to individuals to whom offers of Company employment are, or are expected to be made.

          5. Key Employees Eligible for Grants . Grants may be made from time to time to those key employees of the Company or a subsidiary corporation who are designated by the Committee (or by the Committee’s delegee(s) in accordance with Section 4(i) hereof or by the Board in the case of grants to members of the Board of Directors), acting in its sole and exclusive discretion. Key employees may include, but shall not necessarily be limited to, members of the Board of Directors, and officers, of the Company and any subsidiary corporation; and other salaried employees that the Committee identifies as strategically or financially important to preserving and enhancing shareholder value. Notwithstanding any contrary Plan provision, Stock Options intended to qualify as Incentive Stock Options shall only be granted to key employees while actually employed by the Company or a subsidiary corporation. The Committee may grant more than one Stock Option, with or without SARs, to the same key employee. No Stock Option shall be granted to any key employee during any period of time when such key employee is on a leave of absence.

          6. Shares Subject to the Plan . The shares to be issued pursuant to any Grant made under the Plan shall be Common Shares. Either Common Shares held as treasury stock, or authorized and

Section 422(b)(6) of the Code (modified as provided in Section 424(d) of the Code) of more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any subsidiary corporation (a “Substantial Shareholder”), the price per Common Share of such Option, as determined by the Committee, shall not be less than one hundred ten percent (110%) of the fair market value of a Common Share on the date such Option is granted. Except as specifically provided above, the fair market value of a Common Share shall be determined in accordance with procedures to be established by the Committee. The day on which the Committee approves the granting of a Stock Option shall be considered the date on which such Option is granted. The option price per Common Share under each Stock Option granted pursuant to the Plan which is not an Incentive Stock Option shall be the closing price of the Common Shares on the New York Stock Exchange on the date the Stock Option is approved by the Committee (or the next trading day if the approval date is not a trading day), unless the Committee establishes a different option price or method for determining the option price at the time of approval.

          (c) Period of Stock Option . The Committee shall determine when each Stock Option is to expire. However, no Incentive Stock Option shall be exercisable for a period of more than ten (10) years from the date upon which such Option is granted. Further, no Incentive Stock Option granted to an employee who is a Substantial Shareholder at the time of the grant of such Option shall be exercisable after the expiration of (5) years from the date of grant of such Option.

          (d) Limitations on Exercise and Transfer of Stock Options . Except as otherwise provided herein, only the key employee to whom a Stock Option is granted may exercise such Option, and no Stock Option granted hereunder shall be transferable by an optionee, other than by will or the laws of descent and distribution. Notwithstanding the preceding sentence, an optionee may transfer and assign Stock Options (other than Incentive Stock Options) if (and then, only to the extent) the optionee obtains the prior consent of the Committee and otherwise complies with the requirements of this Section 7(d) (a “Permitted Transfer”). For this purpose, a Permitted Transfer consists of either (i) an irrevocable transfer by an optionee to a family member (or a trust or partnership whose beneficiaries or partners are comprised of family members), if made by without payment of consideration (as further defined in 17 C.F.R. §240.16b-3); or (ii) an irrevocable transfer by an optionee to an alternate payee, made under a qualified domestic relations order (as defined in 29 C.F.R. §240.16a-12 and 26 U.S.C. § 414(p)(1)(B)). Also for this purpose, a “family member” of an optionee includes the optionee’s spouse, children, grandchildren, nieces and nephews. Following a Permitted Transfer, the Grants transferred shall be exercisable only by the transferee. Except as specifically provided in this Section 7(d), no Stock Option granted hereunder can be pledged or hypothecated, nor shall any such Option be subject to execution, attachment or similar process.

          (e) Employment, Holding Period Requirements For Certain Options . The Committee may condition any Stock Option granted hereunder upon the continued employment of the optionee by the Company or by a subsidiary corporation, and may make any such Stock Option immediately exercisable. However, the Committee will require that, from and after the date of grant of any Incentive Stock Option until the day three (3) months prior to the date such Option is exercised, such optionee must be an employee of the Company or of a subsidiary corporation, but always subject to the right of the Company or any such subsidiary corporation to terminate such optionee’s employment during such period. Each Stock Option shall be subject to such additional restrictions as to the time and method of exercise as shall be prescribed by the Committee. Upon completion of such requirements, if any, a Stock Option or the appropriate portion thereof may be exercised in whole or in part from time to time during the option period; however, such exercise right(s) shall be limited to whole shares.

          (f) Payment for Stock Option Price . A Stock Option shall be exercised by an optionee giving written notice to the Company of his intention to exercise the same, accompanied by full payment of the purchase price together with any federal, state and local income and employment taxes

required to be withheld by the Company from the optionee’s wages as a result of such exercise. Such purchase price shall be paid