APPLIED INDUSTRIAL TECHNOLOGIES INC : Entry into a Material Definitive Agreement, Change in Directors or Principal Officers (form 8-K)

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On January 24, 2023, Fred D. Bauer, Vice President - General Counsel & Secretary of Applied Industrial Technologies, Inc. (the "Company"), gave notice to the Company that he would retire from his employment with the Company effective as of January 31, 2023. Mr. Bauer has agreed to continue in his role as the Company's Secretary while the Company continues its search for a new General Counsel.

Mr. Bauer will retire after over 30 years of service to the Company, including over 20 years as its General Counsel and Secretary.

Recognizing Mr. Bauer's exceptional service and continuing value to the Company, the Executive Organization & Compensation Committee (the "Committee") of the Company's Board of Directors, also on January 24, 2023, authorized the Company to enter into a consulting agreement (the "Agreement") with Mr. Bauer (the "Consultant"), so that Consultant can continue to assist the Company and work to ensure a smooth transition to his successor. Pursuant to the Agreement, the Consultant will provide legal consulting services (the "Services") for a term commencing on February 1, 2023 and continuing until March 31, 2023 ("Consulting Period"). The Consultant will receive $44,131 per month for the Services and will be reimbursed for reasonable and normal business expenses incurred in connection with performance of the Services. In addition, the Agreement provides that the Management Incentive Plan proration period for the Consultant's outstanding award will include the Consulting Period, that Stock Appreciation Rights ("SARs") previously granted to Consultant will vest upon Consultant's retirement on January 31, 2023, but the three (3) year period in which Consultant may exercise the SARs will commence after the last day of the Consulting Period, and that the performance shares and Restricted Stock Units proration periods for Consultant's previously granted awards will include the Consulting Period.

ITEM 5.02         DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
                 APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
                 OFFICERS.

The disclosure set forth under Item 1.01 is hereby incorporated under this Item.

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