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EXHIBIT 10(o)
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[Applied Industrial Technologies, Inc. Letterhead]
March 30, 2000
Mr. James T. Hopper
31525 Schwartz Road
Westlake, Ohio 44145
Re: Special Retention Award Program
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Dear Jim:
In recognition of your importance to Applied Industrial
Technologies, Inc., the Executive Organization & Compensation Committee of our
Board of Directors (the "Committee") approved the following special retention
award program for you on January 20, 2000:
1. Subject to the conditions set forth below, within 10 days
after January 20, 2005, Applied shall pay you a cash award equal to the greater
of:
a. 15,000 multiplied by the difference between
$16.00 and the average closing price of
Applied's common stock on the New York Stock
Exchange for the 20 trading days immediately
prior to January 20, 2005, or
b. $170,000.
2. The award shall only be made if you remain continuously
employed by Applied, a subsidiary, or a successor business from January 20, 2000
until January 20, 2005. You will, however, still be entitled to the award if
your employment is terminated without cause by Applied, a subsidiary, or a
successor entity.
3. In the event (a) of a stock dividend or stock split, or (b)
Applied's common stock is changed into or exchanged for a different number or
kind of securities, or (c) of other changes or events relating to Applied's
common stock that fundamentally change its value, then the share prices and/or
kind of stock described in 1a, above, shall be equitably adjusted by the
Committee.
4. This award program is not a guaranty or commitment by
Applied of continued employment.
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5. This award program is provided pursuant to the 1997
Long-Term Performance Plan (the terms of which are controlling, including the
protections it provides to award recipients in the event of a change of control
of the company) and the Committee's policies adopted under the Plan. Enclosed is
a copy of the Plan Information Statement dated February 9, 1998.
Jim, this award program is in special recognition of your
accomplishments and importance to the organization's future.
Congratulations and thanks again for your hard work on
Applied's behalf.
Cordially,
/s/ David L. Pugh
David L. Pugh
Enclosure
