NOTICE OF RESTRICTED STOCK
AWARD
GRANTED PURSUANT TO THE
TRANSCAT, INC.
2003 INCENTIVE PLAN
Number of
Shares Awarded:
1. Grant
of Restricted Stock 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 (the “Plan”), a
restricted stock award (the “Award”), on the terms and
conditions set forth in this Award Notice and the Plan, of the
number of shares of its Common Stock, $0.50 par value per share
(the “Common Stock”) set forth above (the “Award
Shares”). The Plan is incorporated herein by reference and
made a part of this Award Notice. Capitalized terms not defined
herein have the respective meanings set forth in the
Plan.
2.
Performance Criteria and Vesting . Shares awarded will vest
three years from the award date, or the date fiscal year [
] operating results are released publically, whichever is later;
and, based upon achievement of the following performance
criteria:
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Cumulative fully diluted
EPS
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For the three years ending
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% of Awarded Shares
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FY [
]
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that vest
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$
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125%
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$
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100%
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$
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75%
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$
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50%
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No shares will
vest or be awarded for performance below 50%, and therefore will
expire. Performance above 100% and up to 125% will be prorated;
however the 50%, 75% and 100% levels are thresholds that must be
achieved.
Grantee must be
an employee on the vesting date, as defined above, unless grantee
retires after Fiscal [
] year end but before FY [
] earnings are released, subject to achievement of the performance
criteria, or unless the terms of this award stipulate alternative
conditions.
3.
Issuance of Shares . The Company will issue and deliver a
certificate representing the Award Shares as promptly as
practicable following the achievement of the vesting and
performance criteria (see Section 2.). 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.
4.
Restrictions on Transfer of Shares . The sale or other
transfer of the Award Shares shall be subject to applicable laws
and regulations under the Securities Act of 1933, as amended. You
agree that the Aw
