Form of Award Notice of Restricted Stock Units and Performance Restricted Stock Units granted pursuant to the Transcat, Inc. 2003 Incentive Plan

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 and performance restricted stock unit award (the “Award”), on the terms and conditions set forth in this Award Notice and the Plan, of the number of RSUs and PRSUs (together, the “Units”) set forth above. Each Unit 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 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.

General. Subject to Sections 3(b) through 3(e) of this Award Notice, in the event that your employment with the Company is terminated prior to the Vesting Date, all Units that are not vested as of the date of such termination are automatically forfeited.
 

Effect of Death, Disability or Retirement on RSUs. In the event of your death or termination of employment due to Disability or Retirement prior to the Vesting Date, 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. The pro-rata portion shall be determined by multiplying the number of vested RSUs 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 the number of months in the period beginning on the Date of Grant and ending on the Vesting Date. For purposes of this Award Notice, “Disability” has the meaning given to such term under the Plan and “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.
 

Effect of Death or Disability on PRSUs. 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 PRSUs, 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:
 

If you terminate employment in the first 15 months of the performance period you will forfeit all PRSUs.
 

If you terminate employment within the 16th through the 27th month of the performance period you will receive a pro-rated number of PRSUs subject to the Award that become vested under Section 2(b) above.
 

If you terminate employment after 27 months of the performance period have elapsed you will receive the full number of PRSUs that become vested under Section 2(b) above.

Effect of Retirement on PRSUs. If you terminate employment prior to the Vesting Date due to Retirement, then the Award shall continue and the vested PRSUs, 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:
 

If you terminate employment in the first 15 months of the performance period you will forfeit all PRSUs.
 

If you terminate employment within the 16th through the 27th month of the performance period you will receive a pro-rated number of PRSUs subject to the Award that become vested under Section 2(b) above.
 

If you terminate employment after 27 months of the performance period have elapsed you will receive the full number of PRSUs that become vested under Section 2(b) above.

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.

Issuance of Shares of Common Stock. Unless the Units are forfeited prior to the Vesting Date as provided in Sections 2 and 3 above, the Units 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 than December 31, [____] (the “Payment Date”). Each vested Unit 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 Units shall be made in accordance with that election and the terms of such nonqualified deferred compensation plan.

Nontransferability. The Units 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 Units is attempted to be made, or if any attachment, execution, garnishment, or lien shall be attempted to be issued against or placed upon the Units, your right to such Units shall be immediately forfeited to the Company, and this Award Notice shall be null and void.