8-K - TRNS - Equibles

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 8-K

CURRENT REPORTPursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)	March 6, 2026
Transcat, Inc.
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(Exact name of registrant as specified in its charter)
Ohio	000-03905	16-0874418
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(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)
35 Vantage Point Drive, Rochester, New York	14624
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(Address of principal executive offices)	(Zip Code)
Registrant's telephone number, including area code	(585) 352-7777
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(Former name or former address,<br>if changed since last report)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.50 par value	TRNS	Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 1.01	Entry into a Material Definitive Agreement

To the extent required by Item 1.01 of Form 8-K, the information contained in Item 5.02 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.02	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain<br>Officers.

Chief Executive Officer Transition

On March 6, 2026, the Board of Directors (the “Board”) of Transcat, Inc. (the “Company”) appointed Jaime Irick to become the Company’s President and Chief Executive Officer as of March 29, 2026 (the “Effective Date”). Mr. Irick, age 51, most recently served as the Chief Executive Officer of The Pittsburgh Paints Company, a multi-billion dollar paints, stains and building products company serving homeowners and professionals, from December 2024 to February 2025. Mr. Irick served as Senior Vice President, Architectural Coatings, U.S. and Canada, and Traffic Solutions of PPG Industries, Inc., a global manufacturer and distributor of paints, coatings and specialty products, where he led a team of 7,000 employees to deliver innovative products and services for their customers, from May 2022 to December 2024 after having served as Vice President, Architectural Coatings, U.S. and Canada, from May 2019 to May 2022. Prior to his service at PPG, Mr. Irick was Vice President and President, Life Fitness, for Brunswick Corporation from January 2017 to December 2018. From 2003 to 2016, he held roles with increasing levels of responsibility in General Electric Company, including as a GE Company Officer. Before his business career, Mr. Irick served as a Field Artillery Officer in the U.S. Army for five years. Mr. Irick currently serves as a member of the board of directors of Illinois Tool Works Inc. (NYSE: ITW), a Fortune 300 industrial manufacturer. As previously disclosed, Lee D. Rudow will resign from the Board and transition to a senior advisory role effective as of March 28, 2026 to provide continuity for the Company through the fiscal year ending March 27, 2027 (“fiscal 2027”). Mr. Rudow’s resignation is not due to any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices. Also on March 6, 2026, the Board appointed Mr. Irick to fill the vacancy created by Mr. Rudow’s resignation from the Board for a term expiring at the Company’s 2027 annual meeting of shareholders. Once his appointment is effective, Mr. Irick will serve on the Executive Committee.

On March 6, 2026, the Company entered into an executive employment agreement (the “Employment Agreement”) with Mr. Irick that will become effective on the Effective Date. Pursuant to the Employment Agreement, Mr. Irick will be entitled to an initial base salary of $650,000 per annum, a target performance-based cash incentive award of 100% of his base salary for fiscal 2027, and equity incentive awards under the Company’s long-term incentive compensation plan, consistent with the Company’s historical awards for executive officers, with a target value of $2.3 million for fiscal 2027. Mr. Irick will be subject to the Company’s stock ownership objectives for directors and executive officers and is eligible to participate in and receive benefits under the Company’s standard benefit programs.

The initial term of the Employment Agreement is three years, which will automatically renew for one-year periods thereafter. If the Employment Agreement is not renewed by the Company, if Mr. Irick terminates the Employment Agreement for good reason, or if the Company terminates Mr. Irick without cause, then he will be entitled to severance pay in an amount equal to 12 months of his base salary, continuing healthcare coverage, and earned cash bonus. If Mr. Irick’s employment is terminated in connection with a change in control, Mr. Irick will be entitled to certain payment and benefits in an amount equal to his full salary, bonus and benefits for 24 months after the date of termination of his employment as well as the immediate vesting of certain equity awards pursuant to the Company’s Form of Agreement for Severance Upon Change in Control, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 23, 2024.

Other than as disclosed in this Current Report, there are no arrangements or understandings between Mr. Irick and any other person with respect to his appointment as President and Chief Executive Officer, nor with respect to his appointment to serve as a director of the Board, and there are no family relationships between him and any director or executive officer of the Company. Neither Mr. Irick, nor any of his immediate family has been a party to any transaction with the Company, nor is any such transaction currently proposed, that would be reportable under Item 404(a) of Regulation S-K.

Chief Financial Officer Compensation

On March 6, 2026, the Compensation Committee of the Board approved an increase in compensation for Thomas L. Barbato, the Company’s Chief Financial Officer, effective as of the Effective Date. For fiscal 2027, Mr. Barbato will be entitled to a base salary of $480,000 per annum and a target performance-based cash incentive award of 70% of his base salary.

Indemnification Agreement

On March 6, 2026, the Board approved an updated form of indemnification agreement that the Company intends to enter into with its current and future directors and executive officers (individually, the “Indemnification Agreement” and collectively, the “Indemnification Agreements”). The Indemnification Agreement will, among other things, require the Company to indemnify each director and executive officer to the fullest extent permitted by law, including indemnification of expenses and certain judgments, penalties, fines and settlement amounts incurred by the director or executive officer in any proceeding arising out of such person’s services as a director or executive officer. The Indemnification Agreement also sets forth certain exclusions from such indemnification rights, procedures with respect to requesting and obtaining indemnification, advancement of expenses and other customary provisions. The Indemnification Agreement is intended to provide indemnification rights to the fullest extent permitted under the Ohio General Corporation Law and shall be in addition to any other rights the directors and executive officers may have under the Company’s Articles of Incorporation, as amended, or Code of Regulations, as amended.

The foregoing descriptions of the Employment Agreement and Indemnification Agreement do not purport to be complete and are subject to, and are qualified in their entirety by reference to, the full text of the Employment Agreement and Indemnification Agreement, which are attached as Exhibit 10.1 and 10.2 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.

Item 7.01	Regulation FD Disclosure.

On March 9, 2026, the Company issued a press release regarding the matters described in this Current Report on Form 8-K. A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K.

The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under such section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01	Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
#10.1	Executive Employment Agreement, between Transcat, Inc and Jaime Irick, effective as of March 29,<br> 2026.
#10.2	Form of Indemnification Agreement
99.1	Transcat, Inc. Press Release dated March 9, 2026
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)
#	Management contract or compensatory plan or arrangement.
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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		TRANSCAT, INC.
Dated: March 9, 2026	By:	/s/ Thomas L.<br> Barbato
	Name:	Thomas L. Barbato
	Title:	Senior Vice President of Finance and Chief Financial<br> Officer

Exhibit 10.1

EXECUTIVE EMPLOYMENT AGREEMENT

This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of March 29, 2026 (the “Effective Date”) by and between Transcat, Inc., (the “Company”) and Jaime Irick (the “Executive”). The Company and the Executive are collectively referred to herein as the “Parties.”

Whereas**,**the Company desires to employ the Executive, and the Executive desires to be employed by the Company, on the terms set forth in this Agreement;

Whereas, the Parties acknowledge and agree that the services of the Executive are of a special and unique character, and in the performance of duties for the Company, the Executive has been and will be provided Confidential Information (as defined below), pursuant to and in reliance on the restrictive covenant obligations and the restrictions on disclosure of the Confidential Information set forth in Section 4;

Whereas, the Company desires to be assured that the Confidential Information and goodwill of the Company will be preserved for the exclusive benefit of the Company and that, as a material incentive for the Company to enter into this Agreement, as well as in exchange for the consideration specified herein, benefits and access to the Confidential Information, and employment of the Executive under this Agreement, the Executive acknowledges and agrees, except as prohibited by applicable law, to be bound by the restrictive covenant obligations and the restrictions on disclosure of Confidential Information set forth in Section 4;

Whereas, the Parties acknowledge and agree that the restrictive covenant obligations and the restrictions on disclosure of the Confidential Information in Section 4 are essential to the continued growth and stability of the Company’s business, goodwill, customer base and to the continuing viability of its endeavors, and are a material inducement to the Company entering into this Agreement; and

Whereas, the Parties acknowledge and agree that the Company could be irreparably harmed if its Confidential Information were disclosed by the Executive in violation of Section 4.

Now,Therefore, in consideration of the foregoing promises and the mutual covenants contained herein, the Parties agree as follows:

Employment Term. Subject to the terms and conditions set forth herein, the Company hereby agrees to employ the Executive, and the Executive hereby agrees to accept employment with the Company, to be effective on the Effective Date. The Executive’s employment with the Company shall continue, subject to earlier termination of such employment pursuant to the terms hereof, for a period of three (3) years from the Effective Date (the “Initial Term”). Unless a Non-Renewal Notice (as herein defined) is given as herein provided or the Executive’s employment is earlier terminated in accordance with the terms hereof, commencing on the day following the last day of the Initial Term and on each anniversary thereof, the period of the Executive’s employment shall thereafter be automatically extended for an additional twelve-month period (each such twelve-month period, a “Renewal Term”). The period of the Executive’s employment with the Company under this Agreement through the Initial Term and any subsequent Renewal Term(s) as set forth in this Section 1 is referred to herein as the “Employment Term.”

The Company or the Executive may elect to terminate the automatic extension of the Employment Term by giving written notice of such election not less than one hundred and eighty (180) days prior to the end of the then current Employment Term (the “Non-Renewal Notice”).

Duties, Compensation, and Employee Benefits. The Executive shall hold the title of President and Chief Executive Officer. The Executive shall be responsible for the general direction of the Company’s business, affairs and property and shall perform the duties assigned to the Executive under the Company’s Articles of Incorporation and Code of Regulations and reasonably and lawfully assigned to the Executive by the Company’s Board of Directors (the “Board”). Such duties and responsibilities shall be commensurate with the duties and responsibilities of a President and Chief Executive Officer of a similarly sized public company. The Executive shall report to the Board. The Company shall use it reasonable best efforts to cause the Board to appoint Executive to the Board within 30 days of the Effective Date.

Business Time and Efforts. The Executive will devote the Executive’s full business time and best efforts to the performance of the Executive’s duties hereunder and will not engage in any other business, profession, occupation or activities for compensation or otherwise which would conflict or interfere with the rendition of such services either directly or indirectly, without the prior written consent of the Board; provided, that nothing herein shall preclude the Executive from: (i) continuing to serve on the Board of Directors for Illinois Tool Works (“ITW”) for which Executive may retain compensation from ITW for such service; (ii) managing Executive’s passive personal investments; and (iii) subject to the prior approval of the Board, from accepting appointment to, or serving on, any board of directors or trustees of any non-profit organization; provided; further, that in each case, and in the aggregate, such activities do not, either directly or indirectly, conflict with or interfere with the performance of the Executive’s duties hereunder or conflict with Section 4.

Work Location; Travel. The Executive’s principal place of employment will be the Company’s primary office space in Rochester, New York with the understanding that the Executive shall be required to travel to other Company facilities and on Company-related business in order to fulfill the Executive’s duties under this Agreement.

Base Salary. During the Executive’s employment hereunder, the Company shall pay the Executive an initial base salary at the annual rate of $650,000 (the “Base Salary”), payable not less frequently than monthly, subject to such deductions and withholdings as may be permitted or required by law. The Compensation Committee of the Board (the “Committee”) shall review the salary of the Executive no less than annually, taking into consideration such factors as the Executive’s performance and any other matters it deems relevant and, in its discretion alone, may increase (but not decrease without the Executive’s consent) the salary of the Executive to such rate as the Committee deems proper.

Bonus. The Executive will be eligible to receive bonuses and awards under the Company’s bonus plans or arrangements as may be in effect from time to time, including the Company’s Annual Performance-Based Cash Incentive Plan, as may be from time to time determined by the Committee (the “Cash Bonus”). The Company and the Executive agree that (i)

the target bonus award opportunity under the Company’s Annual Performance-Based Cash Incentive Plan for the Executive for the fiscal year ending March 27, 2027 (“Fiscal 2027”) will be 100% of Base Salary, and (ii), subject to the reasonable discretion of the Committee, the performance goals for the Cash Bonus shall be consistent with the description included under the subheading “Annual Performance-Based Cash Incentive Compensation” in the Company’s proxy statement as filed with the Securities and Exchange Commission (“SEC”) on July 24, 2025.

Long-Term Incentive Compensation. The Executive will be eligible to participate in any long-term incentive compensation plan generally made available to similarly situated executive officers of the Company in accordance with and subject to the terms of such plans, as may from time to time be determined by the Committee. The Company and the Executive agree that the equity incentive award for Fiscal 2027 will have a target value of $2,300,000 in a combination of awards on a basis comparable to such awards made to other senior executives of the Company, as determined by the Committee, using a form of equity award agreement substantially similar to those previously filed by the Company with the SEC.

Benefit Plans. The Executive shall be eligible to participate in the Company’s employee benefit plans as may be offered by the Company from time to time to similarly situated Company executives, including its unlimited paid time off policy for executives.

Expense Reimbursement. The Company shall reimburse the Executive for all reasonable business expenses incurred by the Executive in the performance of Executive’s duties hereunder, subject to the Company’s expense reimbursement policies and procedures as in effect from time to time.

Directors’ and Officers’ Insurance. The Company agrees to procure and maintain directors’ and officers’ liability insurance policies covering Executive on a basis no less favorable than provided to any other director or officer of the Company.

Relocation. By no later than April 30, 2026, the Company will pay the Executive a lump sum payment of $100,000 via direct deposit, less any applicable withholdings and taxes, which is intended to cover costs associated with the Executive’s relocation to the Rochester, NY metro area.

Termination;Payment Upon Termination of Employment. During the Employment Term, the Executive’s employment may be terminated: (i) by the Company at any time for Cause (defined below); (ii) by the Company without Cause provided that the Company provides no less than thirty (30) days’ written notice to the Executive; (iii) upon the Executive’s Disability (defined below); (iv) by the Executive for Good Reason (defined below) provided that Executive provides written notice as set forth in Section 3(d); (v) by the Executive via resignation without Good Reason, provided that the Executive provides written notice as set forth in Section 3(a); (vi) automatically upon the Executive’s death; or (vii) automatically upon the expiration of the Employment Term resulting from a Party’s delivery of a Non-Renewal Notice.

If the Executive’s employment is terminated by the Company without Cause or as the result of the Company’s delivery of a Non-Renewal Notice or by Executive for

Good Reason, then the Executive shall become entitled to severance pay: (i) in an amount equal to twelve (12) months (the “Severance Period”) of the Base Salary to be paid in the form of salary continuation; (ii) subject to Executive’s timely election of COBRA, continued participation in the Company’s group health plans during the Severance Period or until the Executive is eligible to receive health insurance coverage from a subsequent employer, whichever period is shorter, at the same types and levels of coverage that Executive had in place immediately prior to the Executive’s termination date, with the full cost of such group health coverage to be paid by the Company; and (iii) any earned but unpaid Cash Bonus, less applicable deductions and withholdings (subsections (i)–(iii) together, the “Severance Pay”). The Executive’s right to Severance Pay shall become payable only if, and is expressly conditioned upon, the Executive delivering to the Company and not revoking within the revocation period (as defined therein) a general release of all claims in a form substantially similar to Exhibit A, which shall be provided to the Executive on the termination date (the “Release”). Such general release shall be executed and delivered to the Company within twenty-one (21) days following the termination date or longer period as required by applicable law. Failure to timely execute and return such general release, or the Executive’s revocation of such general release, shall be a waiver of the Executive’s right to Severance Pay. The salary continuation shall be paid by direct deposit in accordance with the Company’s regular payroll policies and procedures, for a period of twelve (12) months, with the first payment occurring within sixty (60) days of the termination date but not earlier than after the effective date of the general release and the Company shall pay Executive’s COBRA premiums directly to the COBRA Administrator at the same time it pays the salary continuation to Executive. The Company shall pay the Executive any earned but unpaid Cash Bonus by direct deposit at the same time it pays a Cash Bonus to the other members of the Company’s executive management team. If the Executive’s employment is terminated for Cause, as a result of the Executive’s death or Disability (defined below), or as a result of the Executive’s resignation without Good Reason, the Executive shall not be entitled to the Severance Pay. If the Executive resigns without Good Reason, the Executive agrees to provide no less than 180 days’ notice to the Company. The Company shall have the right to accelerate such resignation date to any date within such 180-day period, provided that the Company continues to compensate Executive for the remainder of the 180-day period, and the Parties agree that such acceleration shall not constitute a termination by the Company without Cause.

For the purposes of this Agreement, “Cause” shall mean: (i) the Executive’s willful neglect of his duties hereunder, gross misconduct or gross negligence in the performance of any such duty, or failure to follow the lawful instructions of the Board; (ii) the Executive’s dishonesty or intentional conduct that is damaging or detrimental to the Company in any material respect; (iii) the Executive’s material violation of the Company’s policies; (iv) the Executive’s embezzlement or misappropriation of the Company’s assets (whether tangible or intangible); (v) subject to limits imposed by applicable law, the Executive’s conviction of, plea of nolo contendere or a guilty plea by, to a crime classified as a felony under any State or Federal law, or as to any crime (felony or misdemeanor) involving dishonesty, fraud, misappropriation of money or moral turpitude; (vi) the determination by the Company, after reasonable investigation, that the Executive has harassed or discriminated against any person on the basis of any protected class in violation of any federal, state, or municipal law or regulation; (vii) the breach by the Executive of the restrictions contained in Section 4 below; or (viii) the breach by the Executive of any other provision of this Agreement. Notwithstanding the foregoing, the Company may not terminate the

Executive’s employment for Cause unless (A) the Company has provided the Executive with prior written notice of its intent to terminate the Executive for Cause and has set forth in reasonable detail the conduct or events that constitute Cause and the specific provisions of this Agreement on which the Company relies and (B) the Executive does not, to the extent possible, cure the conduct that would result in Cause within ten (10) days after receipt of such notice; provided, however, that the Executive shall not be provided with an opportunity to cure conduct described in (ii), (iv), (v), (vi) or (vii) above; provided further that with respect to any conduct or action by the Executive, which is substantially similar to prior conduct or actions by the Executive and which the Company has previously notified the Executive it believes constitutes Cause and which the Executive was given the opportunity to cure, the Executive shall not be provided with the opportunity to cure such conduct or actions.

For the purposes of this Agreement, “Disability” shall mean the Executive’s inability, by reason of any physical or mental impairment, to perform the essential functions of the Executive’s position, with or without reasonable accommodation, for 120 consecutive calendar days or 150 calendar days in a 12-month period or other longer period as required under applicable law/accommodation requirements.

For the purposes of this Agreement, “Good Reason” shall mean any one of the following: (i) the material reduction of the Executive’s Base Salary (other than in connection with base salary reductions applicable to the Company’s executive management team); (ii) any action by the Company that results in a material diminution in Executive’s title, authority, duties or responsibilities (including, without limitation, a requirement to report to any person or entity other than the Board); or (iii) the Company’s material breach of this Agreement, provided that, in each case, Executive will not be deemed to have Good Reason unless (1) Executive first provides the Company with written notice of the condition giving rise to Good Reason within thirty (30) days of its initial occurrence, (2) the Company fails to cure such condition within ninety (90) days after receiving such written notice (the “Cure Period”), and (3) Executive’s resignation based on such Good Reason is effective thirty (30) days after the expiration of the Cure Period.

Upon a separation from employment for any reason, the Executive shall immediately be deemed to have resigned, to the extent applicable, as an officer of the Company and of its affiliates and subsidiaries, as a member of the Board of Directors of the Company and any similar body of any affiliate or subsidiary of the Company and as a fiduciary of any Company benefit plan. On or immediately following the separation date, the Executive shall confirm the foregoing by submitting to the Company in writing a confirmation of the Executive’s resignation(s).

Confidential Information; Restrictive Covenants. In consideration of the benefits being provided under this Agreement, the Executive agrees to the following covenants.

Confidential Information. The Executive shall keep secret and retain the confidential nature of all Confidential Information (as defined below) of or belonging to the Company and take such other precautions with respect thereto as the Company, in its sole discretion, may reasonably request. The Executive shall not at any time use, copy, disclose, or make available any Confidential Information, including to any individual, corporation, partnership, trust, governmental body or other entity; except that the Executive may use, copy, or

disclose any Confidential Information (i) to the extent it becomes publicly available through no fault on his part; or (ii) to the extent the Executive is required to do so pursuant to applicable law or pursuant to a final order of a court or arbitrator having jurisdiction thereof; provided, however, that prior to such disclosure the Executive shall promptly notify the Company in writing of any such order or request to disclose and shall cooperate fully with the Company in protecting against any such disclosure by narrowing the scope of such disclosure and/or obtaining a protective order with respect to the permitted use of the Confidential Information. The restrictions imposed by this Paragraph do not apply to any information provided by the Executive in good faith to any government agency for the purpose of reporting or investigating a suspected violation of law. For purposes of this Agreement, “Confidential Information” shall mean all information pertaining to the business and operations of the Company that is not generally available to the public and the Company desires to keep confidential, including, but not limited to, information relating to the Company’s facilities, services, customers, suppliers, business partners, operations, research, trade secrets, intellectual property, finances, employees, potential acquisitions, and all documents and other tangible items relating to or containing any such information. The Executive acknowledges and agrees that the Confidential Information is vital, sensitive, confidential, and proprietary to the Company. Pursuant to the federal Defend Trade Secrets Act (the “Act”), the Company hereby notifies the Executive that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for disclosure of a trade secret that (A) is made (i) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. The Executive further understands that under the Act, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.

Non-Competition. During the period commencing on the date hereof and ending on the twelve (12) month anniversary of the effective date of the Executive’s termination of employment (the “Restricted Period”), the Executive shall not, directly or indirectly or in whole or in part, except on behalf of the Company, own, partner with, or provide services to any individual, group or entity that is engaged in Competitive Activity. For purposes of this Agreement: “Competitive Activity” shall mean, in the United States, in any other jurisdiction in which the Company does business immediately prior to the Executive’s termination date, and in each and every area where the Company intends to conduct business, being engaged in, or providing capital to entities that engage in, the business of providing calibration services, cost control and optimization services, and distribution and rental of test, measurement, and control instrumentation. In addition, during the Restricted Period, the Executive shall not take personal advantage of any business opportunities which arose or about which the Executive became aware during the Executive’s employment, whether or not the Company could or could not objectively pursue such opportunity, and which were within the scope of the Company’s then business or natural extension thereof.

Non-Solicitation of Employees. During the Restricted Period, the Executive shall not, on behalf of the Executive or any other person or entity (except on behalf of the Company), directly or indirectly, solicit, recruit or hire any (i) employee of the Company, or

(ii) former employee of the Company whose relationship with the Company was terminated less than three (3) months prior to the Executive’s termination date, in each case for the purpose of being employed by, a consultant to or an independent contractor of, or otherwise providing services to, the Executive or any person or entity on whose behalf the Executive is acting as an agent, representative, employee or otherwise.

Non-Solicitation of Customers. During the Restricted Period, the Executive shall not, on behalf of the Executive or any other person or entity (except on behalf of the Company), directly or indirectly, (i) persuade or encourage or attempt to persuade or encourage any customer, partner, affiliate, supplier, or vendor of the Company to cease doing business with the Company or to compete with the Company on its own or with any competitor of the Company or (ii) accept or engage any such partner, affiliate, supplier, or vendor of the Company for products or services competitive with the Company.

Non-Disparagement. From and following the Effective Date: (i) the Executive shall not publicly disparage: the Company or the Company’s predecessors, successors, subsidiaries, related entities, and all of their members, shareholders, officers, directors, agents, attorneys, employees, or Board members; the Company’s customers; or the Company’s products and services; and (ii) the Company shall take all reasonable action to prevent the Company’s executive management team from publicly disparaging the Executive. Nothing in this Paragraph precludes the Executive, the Company, or the Company’s executive management team from making truthful statements in connection with (i) a disclosure required by law, regulation, or order of a court or governmental agency, (ii) the filing of a good faith report or participation in a proceeding related to an alleged violation of any applicable law, regulation, or order of a court or governmental agency, or (iii) any governmental, quasi-governmental or administrative or judicial inquiry or court proceeding.

Company Property. The Executive agrees that upon his separation from employment with the Company for any reason he shall return to the Company any and all documents (and all copies thereof) and other property belonging to the Company that he has in his possession or control, with the exception of any property that the Company specifically authorizes him in writing to retain. The documents and property to be returned by the Executive include, but are not limited to, all files, correspondence, e-mail, memoranda, notes, notebooks, drawings, records, plans, forecasts, reports, studies, analyses, compilations of data, proposals, agreements, financial information, research and development information, customer information, marketing information, operational and personnel information, specifications, code, software, databases, computer-recorded information, tangible property and equipment (including, but not limited to, facsimile machines, mobile telephones, laptops, and servers), credit cards, entry cards, identification badges and keys, as well as any materials of any kind which contain or embody any proprietary or confidential information of the Company or its subsidiaries or affiliates (and all reproductions thereof in whole or in part).

Covenants Acknowledgement. The Parties acknowledge and agree that the Executive’s covenants and obligations contained in this Agreement are a material inducement to the Company’s willingness to enter into this Agreement and are essential to the continued growth

and stability of the Company’s business, goodwill, customer base and to the continuing viability of the Company’s endeavors.

Remedies. In the event of a breach or threatened breach by the Executive of this Agreement, including Section 4 above, the Company may at its option, obtain monetary damages, a court order requiring that he comply with this Agreement, without the necessity of posting a bond or proving actual damages, or other legal and equitable remedies as appropriate. A court, jury, arbitrator and/or agency of competent jurisdiction shall determine the nature, extent and value of any damages caused by a breach of this Agreement, including whether a breach requires the return or non-payment of some, or all of the compensation and benefits provided under this Agreement. The Company, in addition to any other rights it may have at law or in equity, shall have the right to seek enforcement of this Agreement in an action at law or in equity. It is specifically agreed that the enforcement of rights under this Paragraph will not affect the validity and enforceability of the release of all claims contained in the Release.

Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns. The Executive may not assign this Agreement or any interest herein, in whole or in part, without the prior written consent of the Company, and if any such assignment is made without such consent, this Agreement shall be voidable at the sole discretion of the Company upon such assignment.

Governing Law and Legal Proceedings. This Agreement shall be governed by and construed under the laws or the State of New York, without regard to the conflict of law principles thereof. Any action or proceeding brought by either party against the other arising out of or related to the Agreement shall be brought only in a state court of competent jurisdiction located in the County of Monroe, State of New York or the Federal District Court for the Western District of New York located in Monroe County, New York. The Executive hereby irrevocably consents to the personal jurisdiction of those courts and irrevocably waives any claim that such a forum is improper or inconvenient. If any provision of this Agreement or the Release should be deemed unenforceable, the remaining provisions shall, to the extent possible, be carried into effect, taking into account the general purpose and spirit of this Agreement. The total invalidity or unenforceability of any particular provision of this Agreement shall not affect any other provision of this Agreement, and this Agreement shall be interpreted in all respects as if such invalid or unenforceable provision were omitted. Also, if a court finds that the Release is illegal, void, or unenforceable, the Executive agrees, promptly upon request, to execute a second Release that is legal and enforceable, without further consideration, payments, or compensation.

Modification; Counterparts; Electronic/PDF Signatures. The Parties agree this Agreement may not be altered, amended, modified, or otherwise changed except by another written agreement that specifically refers to this Agreement, and is executed by authorized representatives of each party to this Agreement. This Agreement may be executed in several counterparts, each of which shall constitute an original and all of which together shall constitute the same instrument. Counterparts may be delivered via facsimile, electronic mail, or other electronic transmission method, and may be executed using any electronic signature method complying with the United States ESIGN Act of 2000 (e.g., www.docusign.com). Any such counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

Scope of Agreement. The Executive agrees that no promise, inducement, or other agreement not expressly contained or referred to in this Agreement has been made conferring any benefit upon him, and that this Agreement contains the entire agreement between the Parties with respect to the subject matter hereof; and this Agreement supersedes all other agreements and drafts thereof, oral or written, between the Parties hereto with respect to the subject matter hereof.

10.

Voluntary Agreement. The Executive agrees that he is voluntarily signing this Agreement, that he has not been pressured into agreeing to its terms and that he had enough information to decide whether to sign it. If, for any reason, the Executive believes that this Agreement is not entirely voluntary, or if he believes that he does not have enough information, then he should not sign this Agreement.

11.

Attorney Consultation. The Executive is advised to consult with an attorney of his choice before signing this Agreement. By signing this Agreement, the Executive acknowledges that he has had an opportunity to do so and has done so.

12.

Section 409A. The compensation and benefits under this Agreement are intended to comply with or be exempt from the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations promulgated and other official guidance issued thereunder (collectively, “Section 409A”), and this Agreement will be interpreted in a manner consistent with that intent. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from or comply with Section 409A, and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Executive on account of non-compliance with Section 409A. Each payment under this Agreement shall be designated as a “separate payment” for purposes of Section 409A. Notwithstanding anything in this Agreement to the contrary, if at the time of the Executive’s separation from service with the Company, the Executive is a “specified employee” for purposes of Section 409A, and any payment payable under this Agreement as a result of such separation from service is required to be delayed by six months pursuant to Section 409A, then the Company will make such payment on the day following the date that is six months following the Executive’s separation from service with the Company; the amount of such payment will equal the sum of the payments that would have been paid to the Executive during the six-month period immediately following the Executive’s separation from service had the payment commenced as of such date.

[signature page follows]

IN WITNESS WHEREOF, the Company and the Executive, intending to be bound by the terms and conditions hereof, have duly executed this Agreement as of the Effective Date.

TRANSCAT, INC.
By:	/s/ Gary J. Haseley
---	---	---
	Name:	Gary J. Haseley
	Title:	Chairman of the Board of Directors
By:	/s/ Jaime Irick
---	---	---
	Name:	Jaime Irick

[signature page to Executive Employment Agreement]

Exhibit A

Form of Waiver and General Release

Exhibit10.2

INDEMNIFICATION AGREEMENT

This Indemnification Agreement (this “Agreement”), dated as of ___, is made by and between Transcat, Inc., an Ohio corporation (the “Company”), and ___ (the “Indemnitee”).

RECITALS

The Company is aware that competent and experienced persons are increasingly reluctant to serve as directors or officers of corporations unless they are protected by comprehensive liability insurance and/or indemnification, due to increased exposure to litigation costs and risks resulting from their service to such corporations, and because the exposure frequently bears no reasonable relationship to the compensation of such directors and officers.

Based on their experience as business managers, the Board of Directors of the Company (the “Board”) has concluded that, to retain and attract talented and experienced individuals to serve as officers and directors of the Company, and to encourage such individuals to take the business risks necessary for the success of the Company, it is necessary for the Company contractually to indemnify officers and directors and to assume for itself maximum liability for expenses and damages in connection with claims against such officers and directors in connection with their service to the Company.

The Ohio General Corporation Law, as set forth in the Ohio revised code (the “Law”), under which the Company is organized, empowers the Company to indemnify by agreement its officers, directors, employees and agents, and persons who serve, at the request of the Company, as directors, officers, employees or agents of other corporations or enterprises, and expressly provides that the indemnification provided by the Law is not exclusive; and

The Company desires and has requested the Indemnitee to serve or continue to serve as a director or officer of the Company free from undue concern for claims for damages arising out of or related to such services to the Company.

NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby agree as follows:

Definitions.

1.1

Agent. For the purposes of this Agreement, “agent” of the Company means any person who is or was a director or officer of the Company or a subsidiary of the Company; or is or was serving at the request of, for the convenience of, or to represent the interest of the Company or a subsidiary of the Company as a director or officer of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise or an affiliate of the Company; or was a director or officer of a foreign or domestic corporation which was a predecessor corporation of the Company, or was a director or officer of another enterprise or affiliate of the Company at the request of, for the convenience of, or to represent the interests of

such predecessor corporation. The term “enterprise” includes any employee benefit plan of the Company, its subsidiaries, affiliates and predecessor corporations.

1.2

Expenses. For purposes of this Agreement, “expenses” includes all direct and indirect costs of any type or nature whatsoever (including, without limitation, all attorneys’ fees and related disbursements and other out-of-pocket costs) actually and reasonably incurred by the Indemnitee in connection with the investigation, defense or appeal of a proceeding or establishing or enforcing a right to indemnification or advancement of expenses under this Agreement, the Law or otherwise. Expenses, however, shall not include amounts paid in settlement by Indemnitee or the amount of judgements or fines against Indemnitee.

1.3

Proceeding. For the purposes of this Agreement, ‘Proceeding” means any threatened, pending or completed action, suit or other proceeding, whether civil, criminal, administrative, investigative or any other type whatsoever.

1.4

Subsidiary. For purposes of this Agreement, “subsidiary” means any corporation of which more than fifty percent (50%) of the outstanding voting securities is owned directly or indirectly by the Company, by the Company and one or more of its subsidiaries or by one or more of the Company’s subsidiaries.

Agreementto Serve. The Indemnitee agrees to serve and/or continue to serve as an agent of the Company, at the will of the Company (or under separate agreement, if such agreement exists), in the capacity the Indemnitee currently serves as an agent of the Company, faithfully and to the best of his or her ability, so long as he or she is duly appointed or elected and qualified in accordance with the applicable provisions of the organizational documents of the Company or any subsidiary of the Company; provided, however, that the Indemnitee may at any time and for any reason resign from such position (subject to any contractual obligation that the Indemnitee may have assumed apart from this Agreement), and the Company or any subsidiary shall have no obligation under this Agreement to continue the Indemnitee in any such position.

Directors’and Officers’ Insurance. The Company shall, to the extent that the Board determines it to be economically reasonable, maintain a policy of directors’ and officers’ liability insurance (“D&O Insurance”), on such terms and conditions as may be approved by the Board.

MandatoryIndemnification. Subject to Section 9, the Company shall indemnify the Indemnitee as follows:

4.1

ThirdParty Actions. If the lndemnitee is a person who was or is a party or is threatened to be made a party to any proceeding (other than an action by or in the right of the Company) by reason of the fact that he or she is or was an agent of the Company, or by reason of anything done or not done by him or her in any such capacity, against any and all expenses and liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) actually and reasonably incurred by him or her in connection with the investigation, defense, settlement or appeal of such proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be

in, or not opposed to, the best interests of the Company and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.

4.2

DerivativeActions. If the Indemnitee is a person who was or is a party or is threatened to be made a party to any proceeding by or in the right of the Company to procure a judgment in its favor by reason of the fact that he or she is or was an agent of the Company, or by reason of anything done or not done by him or her in any such capacity, against all expenses actually and reasonably incurred by him or her in connection with the investigation, defense, settlement or appeal of such proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Company; except that no indemnification under this subsection shall be made in respect of: (a) any claim, issue or matter as to which such person shall have been finally adjudged by a court of competent jurisdiction to be liable for negligence or misconduct in the performance of his or her duty to the Company unless, and only to the extent that, the court of common pleas or the court in which such proceeding was brought determines, upon application, that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such amounts which the court of common pleas or such other court shall deem proper; and (b) any action or suit in which the only liability asserted against a director is pursuant to section 1701.95 of the Law.

4.3

Exceptionfor Amounts Covered by Insurance. Notwithstanding the foregoing, the Company shall not be obligated to indemnify the Indemnitee for expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) to the extent such have been paid directly to the Indemnitee by D&O Insurance.

PartialIndemnification and Contribution.

5.1

PartialIndemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) incurred by him or her in the investigation, defense, settlement or appeal of a proceeding but is not entitled, however, to indemnification for all of the total amount thereof, then the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion thereof to which the Indemnitee is not entitled to indemnification.

5.2

Contribution. If the Indemnitee is not entitled to the indemnification provided in Section 4 for any reason other than the statutory limitations set forth in the Law, then in respect of any threatened, pending or completed proceeding in which the Company is jointly liable with the Indemnitee (or would be if joined in such proceeding), the Company shall contribute to the amount of expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred and paid or payable by the Indemnitee in such proportion as is appropriate to reflect (i) the relative benefits received by the Company on the one hand and the Indemnitee on the other hand from the transaction from which such proceeding arose and (ii) the relative fault of the Company on the one hand and of the Indemnitee on the other hand in connection with the events which resulted in such expenses,

judgments, fines or settlement amounts, as well as any other relevant equitable considerations. The relative fault of the Company on the one hand and of the Indemnitee on the other hand shall be determined by reference to, among other things, the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent the circumstances resulting in such expenses, judgments, fines or settlement amounts. The Company agrees that it would not be just and equitable if contribution pursuant to this Section 5 were determined by pro rata allocation or any other method of allocation that does not take account of the foregoing equitable considerations.

MandatoryAdvancement of Expenses.

6.1

Advancement. Subject to Section 9 below and except as prohibited by Law, the Company shall advance all expenses incurred by the Indemnitee in connection with the investigation, defense, settlement or appeal of any proceeding to which the Indemnitee is a party or is threatened to be made a party by reason of the fact that the Indemnitee is or was an agent of the Company or by reason of anything done or not done by him or her in any such capacity. The Indemnitee hereby undertakes to promptly repay such amounts advanced only if, and to the extent that, it shall ultimately be determined that the Indemnitee is not entitled to be indemnified by the Company under the provisions of this Agreement, the Articles of Incorporation or Code of Regulations of the Company, the Law or otherwise. The advances to be made hereunder shall be paid by the Company to the Indemnitee within thirty (30) days following delivery of a written request therefor by the Indemnitee to the Company.

6.2

Exception. Notwithstanding the foregoing provisions of this Section 6, the Company shall not be obligated to advance any expenses to the Indemnitee arising from a lawsuit filed directly by the Company against the Indemnitee if an absolute majority of the members of the Board reasonably determines in good faith, within thirty (30) days of the Indemnitee’s request to be advanced expenses, that the facts known to them at the time such determination is made demonstrate clearly and convincingly that the Indemnitee acted in bad faith. If such a determination is made, the Indemnitee may have such decision reviewed by another forum, in the manner set forth in Sections 8.3, 8.4 and 8.5 hereof, with all references therein to “indemnification” being deemed to refer to “advancement of expenses,” and the burden of proof shall be on the Company to demonstrate clearly and convincingly that, based on the facts known at the time, the Indemnitee acted in bad faith. The Company may not avail itself of this Section 6.2 as to a given lawsuit if, at any time after the occurrence of the activities or omissions that are the primary focus of the lawsuit, the Company has undergone a change in control. For this purpose, a change in control shall mean a given person or group of affiliated persons or groups increasing their beneficial ownership interest in the Company by at least twenty (20) percentage points without advance Board approval.

Noticeand Other Indemnification Procedures.

7.1

Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceeding, the Indemnitee shall, if the Indemnitee

believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof

7.2

If, at the time of the receipt of a notice of the commencement of a proceeding pursuant to Section 7.1 hereof, the Company has D&O Insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such D&O Insurance policies.

7.3

In the event the Company shall be obligated to advance the expenses for any proceeding against the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by the Indemnitee (which approval shall not be unreasonably withheld), upon the delivery to the Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceeding, provided that: (a) the Indemnitee shall have the right to employ his or her own counsel in any such proceeding at the Indemnitee’s expense; (b) the Indemnitee shall have the right to employ his or her own counsel in connection with any such proceeding, at the expense of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (c) if (i) the employment of counsel by the Indemnitee has been previously authorized by the Company, (ii) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense or (iii) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of the Indemnitee’s counsel shall be at the expense of the Company.

Determination of Right toIndemnification.

8.1

To the extent the Indemnitee has been successful on the merits or otherwise in defense of any proceeding referred to in Section 4.1 or 4.2 of this Agreement or in the defense of any claim, issue or matter described therein, the Company shall indemnify the Indemnitee against expenses actually and reasonably incurred by him or her in connection with the investigation, defense or appeal of such proceeding, or such claim, issue or matter, as the case may be.

8.2

Subject to any limitations under the Law, in the event that Section 8.1 is inapplicable, or does not apply to the entire proceeding, the Company shall nonetheless indemnify the Indemnitee in accordance with this Agreement unless the Company shall prove by

clear and convincing evidence to a forum listed in Section 8.3 below that the Indemnitee has not met the applicable standard of conduct required to entitle the Indemnitee to such indemnification.

8.3

The Indemnitee shall be entitled to select the forum in which the validity of the Company’s claim under Section 8.2 hereof that the Indemnitee is not entitled to indemnification will be heard from among the following:

(a)

A quorum of the Board consisting of directors who are not parties to the proceeding for which indemnification is being sought;

(b)

Legal counsel mutually agreed upon by the Indemnitee and the Board, which counsel shall make such determination in a written opinion;

(c)

A panel of three arbitrators, one of whom is selected by the Company, another of whom is selected by the Indemnitee and the last of whom is selected by the first two arbitrators so selected; or

(d)

A court of competent jurisdiction.

8.4

As soon as practicable, and in no event later than thirty (30) days after the forum has been selected pursuant to Section 8.3 above, the Company shall, at its own expense, submit to the selected forum its claim that the Indemnitee is not entitled to indemnification, and the Company shall act in the utmost good faith to assure the Indemnitee a complete opportunity to defend against such claim.

8.5

If the forum selected in accordance with Section 8.3 hereof is not a court, then after the final decision of such forum is rendered, the Company or the Indemnitee shall have the right to apply to the Ohio courts, for the purpose of appealing the decision of such forum, provided that such right is executed within sixty (60) days after the final decision of such forum is rendered. If the forum selected in accordance with Section 8.3 hereof is a court, then the rights of the Company or the Indemnitee to appeal any decision of such court shall be governed by the applicable laws and rules governing appeals of the decision of such court.

8.6

Notwithstanding any other provision in this Agreement to the contrary, the Company shall indemnify the Indemnitee against all expenses incurred by the Indemnitee in connection with any hearing or proceeding under this Section 8 involving the Indemnitee and against all expenses incurred by the Indemnitee in connection with any other proceeding between the Company and the Indemnitee involving the interpretation or enforcement of the rights of the Indemnitee under this Agreement unless a court of competent jurisdiction finds that each of the material claims and/or defenses of the Indemnitee in any such proceeding was frivolous or not made in good faith.

8.7

In making any determination with respect to entitlement to indemnification hereunder, the person or persons (including any court having jurisdiction over the matter) making such determination shall presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification as set forth in this Agreement, and the Company shall have the burden of overcoming that presumption in connection with the making of any determination contrary to that presumption. The termination of any

Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, upon a plea of nolo contendere or its equivalent, or entry of an order of probation prior to judgment, does not create a presumption that Indemnitee did not meet the requisite standard of conduct described herein for indemnification. The knowledge and/or actions, or failure to act, of any other director, officer, employee or agent of the Company shall not be imputed to Indemnitee for purposes of determining any other right to indemnification under this Agreement.

Exceptions. Notwithstanding any other provision of this Agreement to the contrary:

9.1

ClaimsInitiated by Indemnitee. The Company shall not be obligated to indemnify or advance expenses to the Indemnitee with respect to proceedings or claims initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to proceedings specifically authorized by the Board or brought to establish or enforce a right to indemnification and/or advancement of expenses arising under this Agreement, the organizational documents of the Company or any subsidiary or any statute or law or otherwise, but such indemnification or advancement of expenses may be provided by the Company in specific cases if the Board finds it to be appropriate.

9.2

UnauthorizedSettlements. The Company shall not be obligated to indemnify the Indemnitee for any amounts paid in settlement of a proceeding unless the Company consents in advance in writing to such settlement, which consent shall not be unreasonably withheld.

9.3

Section16 Securities Law Actions. The Company shall not be obligated to indemnify the Indemnitee on account of any suit in which judgment is rendered against the Indemnitee for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto (the “ExchangeAct”) or similar provisions of any federal, state or local statutory law.

9.4

ClawbackActions. The Company shall not be obligated to indemnify the Indemnitee for Indemnitee’s reimbursement to the Company of any bonus or other incentive-based or equity-based compensation previously received by Indemnitee, or payment of any profits realized by Indemnitee from the sale of securities of the Company, as required in each case under the Exchange Act (including any such reimbursements under Section 304 of the Sarbanes-Oxley Act of 2002 (“SOX”) in connection with an accounting restatement of the Company or under any clawback policy adopted by the Company, including the Transcat, Inc. Policy on Recoupment of Incentive Compensation, to comply with Rule 10D-1 under the Exchange Act and applicable stock exchange listing requirements, or the payment to the Company of profits arising from the purchase or sale by Indemnitee of securities in violation of Section 306 of SOX).

9.5

UnlawfulIndemnification. The Company shall not be obligated to indemnify the Indemnitee if a final decision by a court having jurisdiction in the matter shall determine that such indemnification is not lawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under the federal securities laws is against public policy and

is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication.

10.

Non-Exclusivity. The provisions for indemnification and advancement of expenses set forth in this Agreement shall not be deemed exclusive of any other rights which the Indemnitee may have under any provision of law, the Company’s Articles of Incorporation or Code of Regulations, the vote of the Company’s stockholders or disinterested directors, other agreements or otherwise, both as to action in the Indemnitee’s official capacity and to action in another capacity while occupying his or her position as an agent of the Company, and the Indemnitee’s rights hereunder shall continue after the Indemnitee has ceased acting as an agent of the Company and shall inure to the benefit of the heirs, executors and administrators of the Indemnitee.

11.

GeneralProvisions.

11.1

Interpretationof Agreement. It is understood that the parties hereto intend this Agreement to be interpreted and enforced so as to provide indemnification and advancement of expenses to the Indemnitee to the fullest extent now or hereafter permitted by law, except as expressly limited herein.

11.2

Severability. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever, then: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, all portions of any paragraphs of this Agreement containing any such provision held to be invalid, illegal or unenforceable that are not themselves invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; and (b) to the fullest extent possible, the provisions of this Agreement (including, without limitation, all portions of any paragraphs of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that are not themselves invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable and to give effect to Section 11.1 hereof.

11.3

Modificationand Waiver. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver.

11.4

Subrogation. In the event of full payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee, who shall execute all documents required and shall do all acts that may be necessary or desirable to secure such rights and to enable the Company effectively to bring suit to enforce such rights.

11.5

Counterparts. This Agreement may be executed in one or more counterparts, which shall together constitute one agreement.

11.6

Successorsand Assigns. The terms of this Agreement shall bind, and shall inure to the benefit of, the successors and assigns of the parties hereto.

11.7

Notice. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed duly given: (a) if delivered by hand and signed for by the party addressee; or (b) if mailed by certified or registered mail, with postage prepaid, on the third business day after the mailing date. Addresses for notice to either party are as shown on the signature page of this Agreement or as subsequently modified by written notice.

11.8

GoverningLaw. This Agreement shall be governed exclusively by and construed according to the laws of the State of Ohio, without giving effect to that body of laws pertaining to conflict of laws.

11.9

Consentto Jurisdiction. The Company and the Indemnitee each hereby irrevocably consent to the jurisdiction of the courts of the State of Ohio for all purposes in connection with any action or proceeding that arises out of or relates to this Agreement.

11.10

Attorneys’Fees. In the event Indemnitee is required to bring any action to enforce rights under this Agreement, the Indemnitee shall be entitled to all reasonable expenses in bringing and pursuing such action, unless a court of competent jurisdiction finds each of the material claims of the Indemnitee in any such action was frivolous and not made in good faith.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties hereto have entered into this Indemnification Agreement effective as of the date first written above.

COMPANY:	INDEMNITEE:
Transcat, Inc.
By:
Name:
Title:

[SIGNATURE PAGE TO INDEMNIFICATION AGREEMENT]

Exhibit 99.1

Transcat Appoints Jaime Irick as President andChief Executive Officer

Proven B2B Industrial and Technology LeaderBrings Strong Track Record of Growth and Value Creation

ROCHESTER, NY, March 9, 2026 – Transcat, Inc. (Nasdaq: TRNS) (“Transcat” or the “Company”), a leader in test measurement, control and calibration, today announced the appointment of Jaime Irick as President and Chief Executive Officer, effective March 29, 2026. The Board also appointed Mr. Irick to the Transcat Board of Directors as of March 29, 2026, where he will serve on the Executive Committee. As previously announced, Lee D. Rudow is retiring from his role as CEO and from the Board, and will be a senior advisor to the Company through March 2027.

“Jaime is a proven C-suite executive and public company board member with an established record of delivering results at multi-billion dollar industrial and technology enterprises. His strategic vision, growth focus and operational expertise make him ideally suited to lead Transcat,” said Gary Haseley, Chairman of the Board. “Jaime has extensive, wide-ranging experience spearheading successful integrations following complex transactions, driving growth and profitability, and leading high-performing teams—all of which align with our strategic vision. His recent success in leading a $2 billion carve-out, delivering growth, and completing a $1.1 billion integration at The Pittsburgh Paints Company are powerful examples of his leadership and his focus on shareholder value creation. The Board is confident in Jaime’s ability to advance our strategy by building on Transcat’s strong foundation and winning culture while enhancing execution to create long-term value for shareholders, customers, and employees.”

“I am honored by the Board’s confidence and excited to lead Transcat at this pivotal moment in its history,” said Jaime Irick. “Throughout my career, I have led organizations where a deep commitment to quality and execution drives customer success and optimizes business performance. Transcat’s dedication to helping the world’s most critical industries stay accurate, compliant and competitive deeply resonates with me. I look forward to working with our employees, customers and partners to seize new opportunities, drive growth and innovation, and continue to set the standard in calibration services and equipment.”

Mr. Haseley added, “On behalf of the Board, I would like to thank Lee for his exceptional leadership over the past 14 years. He has transformed Transcat into a national leader in calibration services while building an outstanding management team that will carry this momentum forward.”

Jaime Irick looks forward to meeting with Transcat investors and analysts following the Company’s Fourth Quarter and Full Year 2026 conference call and webcast.

About Jaime Irick

Mr. Irick has extensive C-suite leadership experience across the industrial and technology sectors. Most recently, he served as CEO of Pittsburgh Paints Company, where he successfully led a $2 billion carve-out and transition from PPG Industries (NYSE: PPG) to private equity ownership, outperforming competitors’ organic growth during the division’s last year at PPG. Previously, he served as Senior Vice President of two divisions at PPG Industries, Inc., overseeing $3 billion in revenue and more than 7,000 employees, where he drove margin expansion and led the launch of several award-winning product lines. During his tenure at PPG Industries, he also successfully completed the $1.1 billion integration of Ennis-Flint.

Prior leadership roles include President of Life Fitness (Brunswick Corporation), where he refocused the company’s strategy on digital solutions and implemented operational initiatives that enhanced profitability and growth. While at General Electric, Mr. Irick held positions of increasing responsibility across diverse divisions such as the Corporate Initiatives Group, Security, and Energy; he was also President & Chief Executive Officer of GE Lighting Solutions/LED as well as the Chief Commercial Officer of Current. Mr. Irick holds a degree in Systems Engineering from the United States Military Academy at West Point and an MBA from Harvard Business School. Before his business career, Mr. Irick served as a Field Artillery Officer in the U.S. Army and is a qualified Airborne Ranger. He currently serves as a member of the Board of Directors of Illinois Tool Works Inc. (NYSE: ITW).

About Transcat

Transcat Inc. is a leading provider of accredited calibration, reliability, maintenance optimization, quality and compliance, validation, Computerized Maintenance Management System (CMMS), and pipette services. The Company is focused on providing best-in-class services and products to highly regulated industries, particularly the Life Science industry, which includes pharmaceutical, biotechnology, medical device, and other FDA-regulated businesses, as well as aerospace and defense, and energy and utilities. Transcat provides periodic on-site services, mobile calibration services, pickup and delivery, in-house services at its Calibration Service Centers strategically located across the United States, Puerto Rico, Canada, and Ireland. In addition, Transcat operates calibration labs in imbedded customer-site locations. The breadth and depth of measurement parameters addressed by Transcat’s ISO/IEC 17025 scopes of accreditation are believed to be the best in the industry.

Transcat also operates as a leading value-added distributor that markets, sells and rents new and used national and proprietary brand instruments to customers primarily in North America. The Company believes its combined Service and Distribution segment offerings, experience, technical expertise, and integrity create a unique and compelling value proposition for its customers.

Transcat’s strategy is to leverage its strong brand and unique value proposition that includes its comprehensive instrument service capabilities, Cost, Control and Optimizations services, and leading distribution platform to drive organic sales growth. The Company will also look to expand its addressable calibration market through acquisitions and capability investments to further realize the inherent leverage of its business model. More information about Transcat can be found at: Transcat.com.

Safe Harbor Statement

This news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not statements of historical fact and thus are subject to risks, uncertainties and assumptions. Forward-looking statements relate to expectations, estimates, beliefs, assumptions and predictions of future events and are identified by words such as “anticipates,” “believes,” “estimates,” “expects,” "look forward," “may,” “plan,” “opportunity,” “outlook,” “potential,” “strategy,” “vision,” “will,” and other similar words. All statements addressing operating performance, events or developments that Transcat expects or anticipates will occur in the future, including but not limited to statements relating to anticipated financial results, succession planning, growth strategy, potential acquisitions, market position, outlook and changes in market conditions in the industries in which Transcat operates are forward-looking statements. Forward-looking statements should be evaluated in light of important risk factors and uncertainties. These risk factors and uncertainties include those more fully described in Transcat’s Annual Report and Quarterly Reports filed with the Securities and Exchange Commission, including under the heading entitled “Risk Factors.” Should one or more of these risks or uncertainties materialize or should any of the Company’s underlying assumptions prove incorrect, actual results may vary materially from those currently anticipated. In addition, undue reliance should not be placed on the Company’s forward-looking statements, which speak only as of the date they are made. Except as required by law, the Company disclaims any obligation to update, correct or publicly announce any revisions to any of the forward-looking statements contained in this news release, whether as the result of new information, future events or otherwise.

Investor Relations

Chris Tyson

Executive Vice President

MZ Group - MZ North America

Phone: (949) 491-8235

TRNS@mzgroup.us