X0303 4 2009-02-06 0 0000054991 KEITHLEY INSTRUMENTS INC KEI 0001232686 HOERSTEN MARK A KEITHLEY INSTRUMENTS, INC. 28775 AURORA ROAD SOLON OH 44139 0 1 0 0 VP Business Management Common Shares 2008-12-31 4 J 0 29 3.7209 A 5160 D Common Share Option 4.125 2001-07-17 2009-07-16 Common Shares 1000 1000 D Common Share Option 45.125 2002-08-02 2010-08-01 Common Shares 12000 12000 D Common Share Option 18.41 2003-07-25 2011-07-24 Common Shares 25000 25000 D Common Share Option 13.76 2004-07-24 2012-07-23 Common Shares 30000 30000 D Common Share Option 16.12 2005-08-10 2013-07-18 Common Shares 30000 30000 D Common Share Option 18.75 2005-02-15 2014-07-16 Common Shares 25000 25000 D Common Share Option 15.05 2007-10-04 2015-10-03 Common Shares 8800 8800 D Common Share Option 14.00 2009-01-30 2017-01-30 Common Shares 8800 8800 D Performance Award Unit 0.00 2009-09-30 Common Shares 6750 6750 D Common Share Option 9.12 2009-11-09 2017-11-09 Common Shares 7500 7500 D Performance Award Unit 0.00 2010-09-30 Common Shares 5700 5700 D Common Stock Option 2.99 2009-02-06 4 A 0 16400 0.00 A 2011-02-06 2019-02-06 Common Shares 16400 16400 D Restricted Unit Award 0.00 2009-02-06 4 A 0 5500 0.00 A Common Shares 5500 5500 D Acquired through Employee Stock Purchase and Dividend Reinvestment Plan. Date reported applies to 50% of total, one-half of the balance is then exercisable in each succeeding year. Option became fully vested on August 10, 2005 Option became fully vested on February 15, 2005 Each Performance Award Unit represents the right to receive one common share. The number of units initially awarded, the target, is shown above. The actual number of units that will be awarded and converted to shares is based upon: a) the Company's revenue growth as compared to a defined Peer Group and, b) the Company maintaining an acceptable level of profitability during the performance period which ends on the date exercisable (the "vesting date"). Awarded units are automatically converted to shares under the Plan on or before the December 31st following the Vesting Date. Restricted unit awards will become fully vested on February 6, 2013. Common shares represented by such vested restricted unit awards will be delivered promptly after such vesting date. Mark J. Plush, Attorney-in Fact 2009-02-09