2009 INSIDER STOCK SALES
PLAN
This 2009 Insider
Stock Sales Plan (the “Plan”) is adopted by the Board
of Directors (the “Board”) of Transcat, Inc.
(“Transcat”) as of May 4, 2009 (the
“Adoption Date”) in order to establish a program by
which the officers, directors and certain key employees of Transcat
may sell shares of common stock, $.50 par value, of Transcat
(“Common Stock”) between and amongst
themselves.
1.
Term; Termination; Amendment . The Board may suspend
or terminate the Plan at any time for any reason with or without
prior notice. In addition, the Board may, from time to time for any
reason and with or without prior notice, amend the Plan in any
manner.
2.
Insider Stock Sales Plan Eligibility . All officers,
directors and key employees of Transcat (each a
“Participant” and collectively, the
“Participants”) are eligible to participate in the
Plan. Individuals who qualify as key employees of Transcat shall be
determined, from time to time, by the Board. The list of eligible
Participants as of the Adoption Date is attached hereto as
Exhibit C , and may be amended or modified, from time
to time, by the Board to add or remove Participants. Purchases and
sales may be permitted outside of Transcat’s trading window
under Transcat’s Policy on Non-Public Information and Trading
in Transcat, Inc. Securities.
3.
Sale Notice; Minimum Sales; Sales Limitations . In
the event that any Participant proposes to sell shares of Transcat
Common Stock held by the Participant, such Participant shall comply
with the terms and conditions of this Section.
(a)
Notice of Intent to Sell . Subject to the limitations
set forth herein, each Participant shall deliver written notice
(the “Sale Notice”) of such Participant’s desire
to consummate a sale of Transcat Common Stock held by the
Participant. The Sale Notice shall be delivered to Transcat’s
Chief Executive Officer, or if such notice is delivered by
Transcat’s Chief Executive Officer, to the Chairman of the
Board. Each Sale Notice shall specify the number of shares of
Common Stock the Participant proposes to sell to the other
Participants and the date on which the Participant intends for the
sale to be consummated (the “Proposed Transfer Date”),
which date shall be no less than seven (7) business days after
the date of the Sale Notice. The Chief Executive Officer (or the
Chairman of the Board, as the case may be) shall immediately
deliver a copy of the Sale Notice to all other Participants under
the Plan. Each Participant shall have the right to purchase any or
all of the Common Stock being offered by delivering written notice
within five (5) calendar days of receipt of the Sale Notice to
Transcat’s Chief Executive Officer (or Chairman of the Board,
as the case may be), together with a copy to the selling
Participant. Unless otherwise agreed by the selling Participant,
the offer to sell the shares of Common Stock shall expire if the
other Participants do not exercise their right to purchase within
such five (5) day period. The Participants acknowledge and
agree that the Chief Executive Officer (or the Chairman of the
Board, as the case may be) shall determine, in their sole
discretion, which Participants shall be entitled to purchase the
shares of Common Stock pursuant to this Plan. For purposes of this
Plan, a “business day” means any day on which The
Nasdaq Stock Market, Inc. (“Nasdaq”) is open for
business.
(b)
Minimum Sales . Each Participant acknowledges and
agrees that any sale of Transcat Common Stock under this Plan shall
have an aggregate purchase price, in any single transaction, in an
amount equal to or in excess of Five Thousand and 00/100 Dollars
($5,000).
(c)
Sales Limitations . In addition to the minimum sales
limitation, the Participants acknowledge that Transcat’s
Chief Executive Officer (or Chairman of the Board, as the case may
be) may, in their sole discretion, limit sales of Transcat Common
Stock during the term of this Plan in their reasonable judgment,
including, without limitation, due to (i) legal or contractual
restrictions applicable to Transcat or any Participants;
(ii) a market disruption (including, without limitation, a
halt or suspension of trading in the Common Stock
imposed
by a court,
governmental agency or self-regulatory organization);
(iii) the stock ownership objectives approved by Transcat for
its officers and directors; or (iv) failure to comply with the
terms and conditions of this Plan.
4.
Purchase Price; Payment; Closing; Closing Deliveries
.
(a)
Purchase Price . The purchase price for Transcat
Common Stock sold under this Plan shall be determined by
Transcat’s Chief Executive Officer (or Chairman of the Board,
as the case may be), by calculating the average closing price per
share of Transcat Common Stock on Nasdaq (or such other securities
exchange on which the Common Stock is traded) over the twenty
(20) trading days for Transcat Common Stock ending on the last
trading day prior to the Proposed Transfer Date (or such other date
as the selling and purchasing Participants may mutually agree),
multiplied by the number of shares of Transcat Common Stock being
sold by the selling Participant. For purposes of this Plan,
“trading day” shall mean any trading day on the Nasdaq
in which shares of Transcat Common Stock were actually
traded.
(b)
Payment . Simultaneously with the delivery of their
written notice of intention to purchase shares of Common Stock
under Section 3(a) above, the purchasing Participant (or
Participants) shall deposit the purchase price with Transcat. All
payments should be delivered to the attention of Transcat’s
Chief Executive Officer (or Chairman of the Board, as the case may
be) and made payable to “ Transcat, Inc., as escrow agent
under the Transcat, Inc. 2009 Insider Stock Sales Plan .”
Transcat shall hold and administer such payments in escrow for the
benefit of the Participants as provided herein. Transcat shall
deposit the payments into a non-interest bearing savings account at
a financial institution. The payments shall be held in escrow
pending the closing of each such purchase in accordance with the
terms provided herein. The Participants acknowledge and agree that
the purchase price payments shall be distributed as soon as
practicable after Transcat’s Chief Executive Officer’s
(or Chairman of the Board’s, as the case may be)
determination to consummate a sale of Common Stock among
Participants. After such determination, Transcat shall either pay
to the selling Participant the purchase price for the Transcat
Common Stock described in the Sale Notice by wire transfer,
certified check or other form of immediately available funds in
accordance with the selling Participant’s written
instructions or refund full or partial payments (without interest)
to those Participants who Transcat’s Chief Executive Officer
(or Chairman of the Board, as the case may be) determines, in their
sole discretion, is not entitled to participate (on a full, partial
or pro rata basis) in the purchase of a selling Participant’s
shares of Common Stock.
(c)
Closing . The closing for any purchase of Transcat
Common Stock by Participants hereunder shall take place on the
Proposed Transfer Date or such other date as the selling and
purchasing Participants may mutually agree.
(d)
Closing Deliveries . At or prior to each closing and
from time to time thereafter, at Transcat’s or any other
party’s reasonable request (i) the selling Participant
shall deliver to the purchasing Participant and Transcat the Seller
Representation Letter in substantially the same form as that
attached hereto as Exhibit A , (ii) the selling
Participant shall deliver or make arrangements for Transcat’s
transfer agent to deliver to the purchasing Participant the number
of shares of Common Stock to be sold to the purchasing Participant,
(iii) the purchasing Participant shall deliver to the selling
Participant and Transcat the Purchaser Representation Letter in
substantially the same form as that attached hereto as
Exhibit B , (iv) the selling Participant shall
execute and deliver or cause to be executed and delivered to the
purchasing Participant and/or Transcat all such agreements,
certificates, instruments, and other documents necessary to
consummate the sale of the Common Stock, and (v) the
purchasing Participant shall execute and deliver or cause to be
executed and delivered to the selling Participant and Transcat all
such agreements, certificates, instruments, and other documents
necessary to consummate the sale of the Common Stock.
5.
Discretionary Authority; Allocation and Delegation of
Authority . The Board shall have full discretionary
authority in all matters related to the discharge of its
responsibilities and the exercise of its authority under the Plan
including, without limitation, its construction of the terms of the
Plan, its determination of eligibility for participation in the
Plan, and allowance on purchases and sales under the Plan. It is
the intent of the Plan that the decisions of the Board and its
actions with respect to the Plan shall be final, binding and
conclusive upon all persons having or claiming to have any right or
interest in or under the Plan.
The
Board may allocate all or any
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