Relationship to the Plan Contract Clauses (143)

Relationship to the Plan. This grant of Performance Units is subject to all of the terms, conditions and provisions of the Plan and administrative interpretations thereunder, if any, that have been adopted by the Committee. Except as otherwise defined in this Award Agreement, capitalized terms shall have the same meanings given to them under the Plan. To the extent that any provision of this Award Agreement conflicts with the express terms of the Plan, the terms of the Plan shall control and, if necessary, the applicable... provisions of this Award Agreement shall be hereby deemed amended so as to carry out the purpose and intent of the Plan. References to the Participant also include the heirs or other legal representatives of the Participant. View More

Relationship to the Plan. This Agreement is subject to the terms of the Plan and any related administrative policies or procedures adopted by the Company. If there is any inconsistency between this Agreement and the Plan or any such administrative policies or procedures, the Plan and the policies or procedures, in that order, shall govern (except that, with respect to Section 4.4 of this Agreement, the terms of this Agreement shall govern in the case of an inconsistency between Section 4.4 of this Agreement and the Plan).... View More

Relationship to the Plan. This Agreement is subject to the terms of the Plan and any administrative policies adopted by the Committee. If there is any inconsistency between these terms and the Plan or such policies, the Plan and the policies, in that order, shall govern. References in these terms to Applied shall include Applied's subsidiaries. (January 2020) EX-10.1 2 a10q33120exhibit101.htm EXHIBIT 10.1 Exhibit RESTRICTED STOCK AWARD TERMS1. Award of Restricted Stock. The Corporate Governance Committee (the "Committee"...) of the Board of Directors of Applied Industrial Technologies, Inc. ("Applied") has awarded you shares of Applied common stock, which shares are subject to the restrictions, terms, and conditions and to the risk of forfeiture set forth in the 2019 Long-Term Performance Plan (the "Plan"), in these terms, and in policies that may be adopted from time to time by the Committee. Unless otherwise provided herein, capitalized words in these terms shall have the same meanings as set forth in the Plan. 2. Rights During Restriction Period. Until the expiration of the corresponding Restriction Period (as defined in Section 3 hereof), the shares shall be subject to forfeiture and Applied's Treasurer or his designee will hold the certificate representing the shares. During the Restriction Period, you will not have the right to sell, exchange, transfer, pledge, hypothecate, or otherwise dispose of forfeitable shares. Notwithstanding any restrictions or risks of forfeiture, during the Restriction Period and so long as no forfeiture has occurred, you shall be entitled to exercise all voting rights. Dividends will accrue during the Restriction Period and be paid upon vesting in the shares as of the end of the Restriction Period. View More

Relationship to the Plan. This grant of Performance Units is subject to all of the terms, conditions and provisions of the Plan and administrative interpretations thereunder, if any, that have been adopted by the Committee. Except as otherwise defined in this Award Agreement, capitalized terms shall have the same meanings given to them under the Plan. To the extent that any provision of this Award Agreement conflicts with the express terms of the Plan, the terms of the Plan shall control and, if necessary, the applicable... provisions of this Award Agreement shall be hereby deemed amended so as to carry out the purpose and intent of the Plan. References to the Participant also include the heirs or other legal representatives of the Participant.2. Determination of Payout Percentage. As soon as administratively feasible following the close of the Performance Cycle, the Committee shall determine and certify the TSR Performance Percentile. The final Payout Percentage will be the simple average of the Payout Percentage of the four performance periods, which are as follows: (i)January 1, 2016 through December 31, 2016 (ii)January 1, 2017 through December 31, 2017 (iii)January 1, 2018 through December 31, 2018 (iv)January 1, 2016 through December 31, 2018 The Committee shall determine the TSR Performance Percentile and the Payout Percentage for each performance period as follows: (a) First, the Committee shall determine the TSR Performance Percentile, and then the Payout Percentage as follows (using straight-line interpolation between levels above threshold): TSR Performance PercentilePayout PercentageRanked below 25th percentile0%Ranked at 25th percentile50%Ranked at 50th percentile100%Ranked at the 100th percentile200% (b) Notwithstanding anything herein to the contrary, if the Corporation's TSR calculated for the performance period is negative, then the Payout Percentage for that performance period shall not exceed 100% regardless of the TSR Performance Percentile for the performance period. 1 (c) Notwithstanding anything herein to the contrary, the Committee has sole and absolute authority and discretion to reduce the Payout Percentage as it may deem appropriate. View More

Relationship to the Plan. The Participant specifically understands and agrees that the Award is being issued under the Company's 2012 Equity Incentive Plan (the "Plan"), a copy of which the Participant acknowledges he or she has read and understands and agrees to be bound. The provisions of the Plan are incorporated into this Agreement by reference. Any terms used and not defined in this Agreement have the meanings ascribed to such terms in the Plan.