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Management Incentive Plan General
Terms
The annual
Management Incentive Plan (the “Plan”) is established
by the Executive Organization & Compensation Committee of the
Board of Directors of Applied Industrial Technologies, Inc. (the
“Committee”) under the 2007 Long-Term Performance Plan
(the “2007 LTPP”).
The
Plan’s objective is to reward eligible participants for their
contributions toward the achievement of Applied’s fiscal year
business goals.
The
Plan’s participants are those key employees of Applied who
are designated as Plan participants by the Committee.
The Committee
shall establish the Plan’s goals. Notwithstanding the
foregoing, in the event of (i) a merger, a consolidation, an
acquisition or divestiture, the issuance or repurchase of a
substantial amount of capital stock, a reorganization or
restructuring, or any other transaction or series of transactions,
or (ii) asset write-downs, or litigation or claim judgments or
settlements, or foreign exchange gains or losses, or
(iii) changes in tax laws, accounting principles, or other
laws or provisions affecting reported results, or (iv) other
extraordinary nonrecurring items, then the Committee, in its sole
discretion, may adjust the Plan goals, in order to prevent
diminution or enlargement of the benefits intended to be conferred,
in such manner as the Committee determines is equitably required by
the changes or events.
If Plan goals
are met, to be eligible for an award under the Plan, a participant
must comply with the terms and conditions of the 2007 LTPP.
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