Transcat Inc Sample Contracts

Transcat Inc – AMENDED AND RESTATED CREDIT FACILITY AGREEMENT AMENDMENT 1 (December 12th, 2018)

This AMENDED AND RESTATED CREDIT FACILITY AGREEMENT AMENDMENT 1 (“Amendment 1”) is made as of December 10, 2018, by and among TRANSCAT, INC. (“Borrower”), a corporation formed under the laws of the State of Ohio with offices at 35 Vantage Point Drive, Rochester, New York 14624, and MANUFACTURERS AND TRADERS TRUST COMPANY (“Lender”), a New York banking corporation, with offices at 3 City Center, 180 S. Clinton Avenue, Rochester, New York 14604.

Transcat Inc – LEASE AGREEMENT (June 8th, 2018)

THIS Lease Agreement (the “Lease”) entered into this 28th day of November, 2017, between Gallina Development Corporation, 1890 South Winton Road, Suite 100, Rochester, New York 14618, as LESSOR, and Transcat, Inc., 35 Vantage Point Drive, Rochester, New York 14624 as LESSEE. WITNESSETH THAT: The LESSOR, having full authority to make the agreement hereinafter set forth, does hereby demise and lease unto the LESSEE, and the LESSEE does hereby hire and take from the LESSOR those certain premises located in the Town of Ogden, County of Monroe, and State of New York, described as follows:

Transcat Inc – AWARD NOTICE OF LONG-TERM COMPENSATION AWARD GRANTED PURSUANT TO THE TRANSCAT, INC. 2003 INCENTIVE PLAN (May 24th, 2018)
Transcat Inc – AWARD NOTICE OF RESTRICTED STOCK UNITS AND PERFORMANCE RESTRICTED STOCK UNITS GRANTED PURSUANT TO THE TRANSCAT, INC. 2003 INCENTIVE PLAN (May 24th, 2018)
Transcat Inc – AMENDED AND RESTATED CREDIT FACILITY AGREEMENT (November 3rd, 2017)

This AMENDED AND RESTATED CREDIT FACILITY AGREEMENT (“2017 Agreement” and “Agreement”) is made as of the 30th day of October, 2017, by and among TRANSCAT, INC. (“Borrower”), a corporation formed under the laws of the State of Ohio with offices at 35 Vantage Point Drive, Rochester, New York 14624, and MANUFACTURERS AND TRADERS TRUST COMPANY (“Lender”), a New York banking corporation, with offices at 3 City Center, 180 S. Clinton Avenue, Rochester, NY 14604.

Transcat Inc – FORM OF AWARD NOTICE OF NON-QUALIFIED STOCK OPTION GRANTED PURSUANT TO THE TRANSCAT, INC. 2003 INCENTIVE PLAN (August 4th, 2017)
Transcat Inc – AWARD NOTICE OF LONG-TERM COMPENSATION AWARD GRANTED PURSUANT TO THE TRANSCAT, INC. 2003 INCENTIVE PLAN (August 4th, 2017)

1. 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 award (the “Award”), on the terms and conditions set forth in this Award Notice and the Plan, of the number of Restricted Stock Units (“RSUs”) set forth above. Each RSU 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 the Company’s 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

Transcat Inc – AWARD NOTICE OF PERFORMANCE-BASED LONG-TERM COMPENSATION AWARD GRANTED PURSUANT TO THE TRANSCAT, INC. 2003 INCENTIVE PLAN (June 20th, 2016)

1.       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 award (the “Award”), on the terms and conditions set forth in this Award Notice and the Plan, of the number of Restricted Stock Units (“RSUs”) set forth above. Each RSU 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 the Company’s 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 here

Transcat Inc – CREDIT FACILITY AGREEMENT AMENDMENT 3 (June 20th, 2016)

This CREDIT FACILITY AGREEMENT AMENDMENT 3 (“Amendment 3”) is made as of March 31, 2016, by and among TRANSCAT, INC. (“Borrower”), a corporation formed under the laws of the State of Ohio with offices at 35 Vantage Point Drive, Rochester, New York 14624, and MANUFACTURERS AND TRADERS TRUST COMPANY (“Lender”), a New York banking corporation, with offices at 255 East Avenue, Rochester, New York 14604.

Transcat Inc – ASSET PURCHASE AGREEMENT by and among TRANSCAT, INC., EXCALIBUR ENGINEERING, INC., CHRISTOPHER LAPLANTE FAMILY TRUST DATED 12/23/97 and CHRISTOPHER M. LAPLANTE Dated as of April 1, 2016 (June 20th, 2016)

This Asset Purchase Agreement, dated as of April 1, 2016, is made by and among Transcat, Inc., an Ohio corporation (“Buyer”), Excalibur Engineering, Inc., a California corporation (“Seller”), Christopher LaPlante Family Trust Dated 12/23/97 (the “Trust”) and Christopher M. LaPlante (“LaPlante”). Buyer, Seller, the Trust and LaPlante are collectively referred to herein as the “Parties”, and each is a “Party.”

Transcat Inc – ASSET PURCHASE AGREEMENT by and among TRANSCAT, INC., SPECTRUM TECHNOLOGIES, INC. and BRIAN E. HUBLER AND KENNETH E. HORVATH Dated as of December 31, 2015 (February 8th, 2016)

This Asset Purchase Agreement is entered into effective as of December 31, 2015, by and among Transcat, Inc., an Ohio corporation (“Buyer”), Spectrum Technologies, Inc., a Pennsylvania corporation (“Seller”), and Brian E. Hubler and Kenneth E. Horvath (each individually, a “Shareholder”, and collectively, the “Shareholders”). Buyer, Seller and the Shareholders are collectively referred to herein as the “Parties”, and each is a “Party.”

Transcat Inc – CREDIT FACILITY AGREEMENT AMENDMENT 2 (February 8th, 2016)

This CREDIT FACILITY AGREEMENT AMENDMENT 2 (“Amendment 2”) is made as of December 30, 2015 by and among TRANSCAT, INC. (“Borrower”), a corporation formed under the laws of the State of Ohio with offices at 35 Vantage Point Drive, Rochester, New York 14624, and MANUFACTURERS AND TRADERS TRUST COMPANY (“Lender”), a New York banking corporation, with offices at 255 East Avenue, Rochester, New York 14604.

Transcat Inc – NEWS RELEASE (May 20th, 2015)

ROCHESTER, NY, May 19, 2015 – Transcat, Inc. (NASDAQ: TRNS) (“Transcat” or the “Company”), a leading provider of accredited calibration and compliance services and distributor of professional grade handheld test, measurement and control instrumentation, today reported financial results for its fourth quarter and fiscal year ended March 28, 2015.  Included in the reported results are those of Ulrich Metrology Inc., acquired on August 31, 2014, and Apex Metrology Solutions, acquired on March 6, 2015.

Transcat Inc – NEWS RELEASE (January 27th, 2015)

ROCHESTER, NY, January 26, 2015 – Transcat, Inc. (NASDAQ: TRNS) (“Transcat” or the “Company”), a leading provider of accredited calibration and compliance services and distributor of professional grade handheld test, measurement and control instrumentation, today reported financial results for its fiscal 2015 third quarter ended December 27, 2014.  Included in the reported results are those of Ulrich Metrology Inc., acquired on August 31, 2014.

Transcat Inc – CREDIT FACILITY AGREEMENT AMENDMENT 1 (November 10th, 2014)

This CREDIT FACILITY AGREEMENT AMENDMENT 1 (“Amendment 1”) is made as of August 26, 2014, by and among TRANSCAT, INC. (“Borrower”), a corporation formed under the laws of the State of Ohio with offices at 35 Vantage Point Drive, Rochester, New York 14624, and MANUFACTURERS AND TRADERS TRUST COMPANY (“Lender”), a New York banking corporation, with offices at 255 East Avenue, Rochester, New York 14604.

Transcat Inc – CODE OF REGULATIONS OF TRANSCAT, INC. (with all amendments through May 5, 2014) (May 9th, 2014)
Transcat Inc – AWARD NOTICE OF PERFORMANCE-BASED LONG-TERM COMPENSATION AWARD GRANTED PURSUANT TO THE TRANSCAT, INC. 2003 INCENTIVE PLAN (June 26th, 2013)
Transcat Inc – EMPLOYMENT AGREEMENT (June 26th, 2013)

This Employment Agreement (this “Agreement”) is made and entered into as of April 1, 2013 (the “Effective Date”), by and between Charles P. Hadeed (the “Executive”) and Transcat, Inc., an Ohio corporation (the “Company”).

Transcat Inc – MASTER SECURITY AGREEMENT (November 9th, 2012)

Transcat, Inc. (“Borrower”), a corporation organized under the laws of the State of Ohio, with its chief executive office at 35 Vantage Point Drive, Rochester, New York 14624,

Transcat Inc – CREDIT FACILITY AGREEMENT (November 9th, 2012)

This CREDIT FACILITY AGREEMENT (“Agreement”) is made as of the 20th day of September, 2012, by and among TRANSCAT, INC. (“Borrower”), a corporation formed under the laws of the State of Ohio with offices at 35 Vantage Point Drive, Rochester, New York 14624, and MANUFACTURERS AND TRADERS TRUST COMPANY (“Lender”), a New York banking corporation, with offices at 255 East Avenue, Rochester, New York 14604.

Transcat Inc – Transcat, Inc. Post-Retirement Benefit Plan For Officers (Amended and Restated Effective April 2, 2012) (August 10th, 2012)

This document, together with the subscriber contracts and coverage certificates issued by the insurance carriers and health maintenance organizations (“HMO”) through which coverage is provided, is the summary plan description of the Plan.  This document, together with the subscriber contracts and coverage certificates, is also considered the written instrument for the Plan for purposes of Section 402(a)(1) of the Employee Retirement Income Security Act of 1974 ("ERISA").

Transcat Inc – TRANSCAT, INC. AGREEMENT FOR SEVERANCE UPON CHANGE IN CONTROL (June 20th, 2012)

This Agreement for Severance Upon Change in Control (this “Agreement”) is made and entered into as of May 7, 2012, 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”).

Transcat Inc – TRANSCAT, INC. 2009 INSIDER STOCK SALES PLAN (June 20th, 2012)

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”), and amended on October 31, 2011, 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.

Transcat Inc – TRANSCAT, INC. AGREEMENT FOR SEVERANCE UPON CHANGE IN CONTROL (May 11th, 2012)

This Agreement for Severance Upon Change in Control (this “Agreement”) is made and entered into as of May 7, 2012, 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 Lee D. Rudow (the “Employee”).

Transcat Inc – NEWS RELEASE (January 26th, 2012)

ROCHESTER, NY, January 23, 2012 – Transcat, Inc. (Nasdaq: TRNS), a leading distributor of professional grade handheld test and measurement instruments and accredited provider of calibration, repair and other measurement services, today reported financial results for its fiscal 2012 third quarter ended December 24, 2011. Included are the results of Wind Turbine Tools, Inc. and its affiliated companies (“Wind Turbine Tools”), a premier provider of products and services to the wind energy industry, which the Company acquired effective January 11, 2011; those of CMC Instrument Services, Inc., a Rochester, New York-based provider of dimensional calibration and repair services, which the Company acquired on April 5, 2011; and those of Newark Corporation’s calibration service business, a subsidiary of Premier Farnell, PLC (“Newark”), which the Company acquired on September 8, 2011.

Transcat Inc – TRANSCAT, INC. EXECUTIVE OFFICER AND DIRECTOR SHARE REPURCHASE PLAN October 31, 2011 (November 4th, 2011)

The Board of Directors (the “Board”) of Transcat, Inc., an Ohio corporation (the “Company”), has adopted this Share Repurchase Plan (the “Repurchase Plan”) by which shares of the Company’s common stock, par value $0.50 per share (“Shares”), may be repurchased by the Company from certain executive officers and directors of the Company identified on Exhibit A subject to certain conditions and limitations. The purpose of this Repurchase Plan is to provide limited liquidity for certain executive officers and directors under the terms, conditions and limitations set forth below. No executive officer or director is required to sell their shares to the Company pursuant to this Repurchase Plan.

Transcat Inc – AMENDMENT NUMBER THREE TO CREDIT AGREEMENT dated as of January 15, 2011 between TRANSCAT, INC. and JPMORGAN CHASE BANK, N.A. (June 22nd, 2011)

This Amendment Number Three to Credit Agreement (“Amendment”), dated as of January 15, 2011, is made by and between TRANSCAT, INC. (the “Borrower”) and JPMORGAN CHASE BANK, N.A. (the “Lender”).

Transcat Inc – Transcat Inc. Post-Retirement Benefit Plan For Officers (Amended and Restated Effective January 1, 2010) (June 24th, 2010)

This document, together with the subscriber contracts and coverage certificates issued by the insurance carriers and health maintenance organizations (“HMO”) through which coverage is provided, is the summary plan description of the Plan. This document, together with the subscriber contracts and coverage certificates, is also considered the written instrument for the Plan for purposes of Section 402(a)(1) of the Employee Retirement Income Security Act of 1974 (“ERISA”).

Transcat Inc – Transcat Inc. Post-Retirement Benefit Plan For Non-Officer Employees (Amended and Restated Effective January 1, 2010) (June 24th, 2010)

This document is the summary plan description of the Plan and is also considered the written instrument for the Plan for purposes of Section 402(a)(1) of the Employee Retirement Income Security Act of 1974 (“ERISA”).

Transcat Inc – February 26, 2010 (June 24th, 2010)

Reference is made to the Credit Agreement dated as of November 21, 2006 between Transcat, Inc. (the “Borrower”) and JPMorgan Chase Bank, N.A. (the “Lender”), as amended as of August 14, 2008 by Amendment Number One to Credit Agreement (collectively, the “Credit Agreement”). Terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement.

Transcat Inc – CODE OF REGULATIONS OF TRANSCAT, INC. (with all amendments through October 26, 2009) (October 29th, 2009)
Transcat Inc – NEWS RELEASE (July 28th, 2009)

ROCHESTER, NY, July 27, 2009 – Transcat, Inc. (Nasdaq: TRNS), a leading global distributor of professional grade test, measurement and calibration instruments and accredited provider of calibration, parts inspection, production model engineering and repair services, today reported net revenue of $17.2 million in the first quarter of fiscal 2010, which ended June 27, 2009. This represented a $0.6 million, or 3.6%, decline compared with revenue of $17.9 million in the first quarter of fiscal 2009. First quarter fiscal 2010 results include those of Westcon, Inc., which the Company acquired on August 14, 2008. The Company has fully integrated Westcon into its operations and, as a result, the Company’s financial results are reported on a consolidated basis.

Transcat Inc – AWARD NOTICE OF RESTRICTED STOCK AWARD GRANTED PURSUANT TO THE TRANSCAT, INC. 2003 INCENTIVE PLAN (June 24th, 2009)
Transcat Inc – TRANSCAT, INC. 2009 INSIDER STOCK SALES PLAN (June 24th, 2009)

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.

Transcat Inc – CODE OF REGULATIONS OF TRANSCAT, INC. (with all amendments through May 4, 2009) (May 8th, 2009)