Item 1.01. Entry into a Material Definitive Agreement.

On February 13, 2009, Keithley Instruments, Inc. (the "Company") entered into an indemnification agreement with Daniel Faia, as an executive officer.

In general, the indemnification agreement provides Mr. Faia with contractual rights to indemnification and advancement or reimbursement of expenses to the fullest extend permitted under Section 1701.13 of the Ohio General Corporation Law in connection with any and all expenses, judgments, fines, penalties, and amounts paid in settlement incurred by the officer as a result of his service to, and actions on behalf of, the Company. The Company's Code of Regulations currently provides that the Company is required to indemnify its officers and directors to the fullest extent allowable under applicable law.

The above description of the indemnification agreement does not purport to be complete and is qualified in its entirety to the form of the indemnification agreement entered into by Mr. Faia incorporated herein by reference as Exhibit
10.1. (Reference is made to Exhibit 10.2 of the Company's Current Report on Form 8-K dated December 2, 2004 (File No. 001-09965), which Exhibit is incorporated herein by reference.)

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits.

10.1 Form of Indemnification Agreement entered into by the Company and Daniel Faia, as an executive officer of the Company, on February 13, 2009. (Reference is made to Exhibit 10.2 of the Company's Current Report on Form 8-K dated December 2, 2004 (File No. 001-09965), which Exhibit is incorporated herein by reference.)

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