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EXHIBIT 10(c)
SECOND AMENDMENT
TO THE
APPLIED INDUSTRIAL TECHNOLOGIES, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
(JULY 1, 1997 RESTATEMENT)
WHEREAS, the Applied Industrial Technologies, Inc. Supplemental
Executive Retirement Plan (formerly known as the Bearings, Inc. Supplemental
Executive Retirement Plan and hereinafter referred to as the "Plan") was
established on January 21, 1988, by Applied Industrial Technologies, Inc.
(formerly known as Bearings, Inc. and hereinafter referred to as the "Company")
to provide supplemental retirement benefits for certain key executives of the
Company; and
WHEREAS, effective as of July 1, 1997, the Plan was amended and
restated; and
WHEREAS, the Plan was amended subsequently on one occasion; and
WHEREAS, the Company desires to again amend the Plan;
NOW, THEREFORE, effective as of October 1, 2000, the Plan is hereby
amended in the respects hereinafter set forth.
1. Section 6.1 of the Plan is hereby amended to provide as follows:
6.1 OPTIONAL METHODS OF PAYMENT. Subject to the provisions of
Article VII, any Participant who becomes eligible under the Plan for a
supplemental normal or early retirement benefit may, in lieu of any
benefits otherwise payable under the Plan, elect to receive payment of
such benefit in accordance with any one of the following options:
OPTION A A reduced monthly supplemental retirement
benefit payable to such Participant for his lifetime following
his termination of employment with the continuance of a
monthly benefit equal to one-half of such reduced amount after
his death to his Contingent Annuitant during the lifetime of
the Contingent Annuitant, provided that such Contingent
Annuitant is living at the time such Participant's benefit
commences.
OPTION B A reduced monthly supplemental retirement
benefit payable to such Participant for his lifetime following
his termination of employment with the continuance of a
monthly benefit equal to three-quarters of such reduced amount
after his death to his Contingent Annuitant during the
lifetime of the Contingent Annuitant, provided such Contingent
Annuitant is living at the time such Participant's benefit
commences.
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OPTION C A reduced monthly supplemental retirement
benefit payable to such Participant for his lifetime following
his termination of employment with the continuance of a
monthly benefit equal to such reduced amount after his death
to his Contingent Annuitant during the lifetime of the
Contingent Annuitant, provided such Contingent Annuitant is
living at the time such Participant's benefit commences.
OPTION D A reduced monthly supplemental retirement
benefit payable to such Participant for his lifetime following
his termination of employment with the continuance to the
person or persons designated by him as his Term-Certain
Beneficiary of such reduced amount after his death for the
remainder, if any, of the ten-year period commencing with the
date as of which the first payment of such monthly benefit is
made, and with any monthly benefits remaining unpaid upon the
death of the survivor of the Participant and his Term-Certain
Beneficiary to be made to the estate of such survivor.
OPTION E A commercial annuity in the form of a single
life annuity for the life of such Participant.
OPTION F A commercial annuity in the form of a cash
refund annuity.
OPTION G A commercial annuity for a term certain of
ten years and continuous for the life of the Participant if he
survives such term certain and with the continuance to the
persons designated by him of any benefits remaining unpaid
upon his death.
OPTION H A commercial annuity payable for the life of
such Participant with a survivor annuity for the life of his
Contingent Annuitant which shall be equal to 50%, 75%, or 100%
of the annuity payable during the joint lives of the
Participant and his Contingent Annuitant.
OPTION I A single sum payment.
The Contingent Annuitant of a Participant under Option A, B,
C, or H, or the Term-Certain Beneficiary under Option D or G shall be
any person so designated by such Participant. The monthly payments to
be made under any option shall be in an amount or amounts the
actuarial value of which, on the date of commencement thereof or, if
earlier, as of the Participant's Normal Retirement
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Date, shall be the actuarial equivalent of the monthly benefits
otherwise payable to the Participant under the Plan, in lieu of which
the option was elected, taking into account the age of his Contingent
Annuitant if any, and determined in accordance with the provisions of
Section 11.7. A Participant may revoke or elect to change any option
made by him at any time prior to commencement of benefit payments. In
any case where a benefit payable under the Plan is to be paid in the
form of a commercial annuity, a commercial annuity contract shall be
purchased from an insurance company selected by the Participant and
distributed to such Participant. Upon the distribution of any amount
used to purchase the annuity contract, the insurance company issuing
such contract shall be solely responsible to the recipient of the
contract for the annuity payments thereunder. All certificates for
commercial annuity benefits shall be nontransferable, and no benefit
thereunder may be sold, assigned, discounted, or pledged. Any
commercial annuity purchased under the Plan shall contain such terms
and provisions as may be necessary to satisfy the requirements under
the Plan.
2. Section 6.3 of the Plan is hereby amended to provide as follows:
6.3 PAYMENT UNDER AN OPTION. A monthly benefit payment under
Option A, B, C, or D shall be made to an eligible Participant at the
same time as the monthly benefit payment otherwise payable to him
under the Plan would have commenced. Monthly benefit payments which
become payable to a Contingent Annuitant of a Participant under Option
A, B, or C shall commence with the month following the month in which
the death of such Participant occurs and shall be payable monthly
thereafter during the life of the Contingent Annuitant, the last
payment being for the month in which the death of the Contingent
Annuitant occurs. Monthly payments which become payable hereunder to a
Term-Certain Beneficiary of a Participant under Option D shall
commence with the month following the month in which the death of such
Participant occurs, and the last such monthly payment shall be made
for the last month in the term certain; provided, however, that in the
event that any such monthly payments become payable to the estate of
any person or to a trust, a lump-sum amount shall be paid to such
estate or trust in lieu thereof. Such lump-sum amount shall be equal
to the present actuarial value of the aggregate monthly payments
otherwise payable to such estate or trust in accordance with the
provisions of Section 11.7. Any single sum payment under Option I
shall be made to an eligible Participant not before the January 1st of
the immediately following calendar year but in no circumstance later
than January 15th of such year.
3. Section 11.7 of the Plan is hereby amended to provide as follows:
11.7 ACTUARIAL FACTORS. Supplemental retirement benefits of a
Participant that are payable in a single sum form pursuant to the
provisions of Sections 6.3, 7.3, or 8.2 shall be determined by using
the interest rate on 30-year
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U.S. Treasury bonds for the January immediately preceding the month in
which the supplemental retirement benefit of a Participant under the
Plan is to be paid in a lump sum form and the 1983 Group Annuity
Mortality Table (without projection and a fixed blend of 50 percent of
the male mortality and 50 percent of the female mortality rates).
Actuarially equivalent benefits under the Plan for options other than
Option I shall be determined using the UP-1984 Mortality Table with a
3-year setback and the Uniform Seniority Table and an 8% interest rate.
Executed at Cleveland, Ohio this 28th day of September , 2000.
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APPLIED INDUSTRIAL TECHNOLOGIES, INC.
By: /s/ Robert C. Stinson
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Title: Vice President
