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                                                                   EXHIBIT 10(c)

              STOCK APPRECIATION RIGHTS AWARD TERMS AND CONDITIONS

Your Stock Appreciation Rights Award (the "SARs" or the "Award") is made by
Applied Industrial Technologies, Inc., an Ohio corporation ("Applied"). For
purposes of these terms and conditions, employment by a parent, subsidiary, or
an affiliate of Applied shall be considered employment by Applied.

1.    GRANT OF SARs; EXERCISABILITY. The Award is governed by Applied's 1997
Long-Term Performance Plan (the "Plan"), including the policies adopted by the
Executive Organization & Compensation Committee of the Board of Directors (the
"Committee") under the Plan, and these terms and conditions. Upon valid
exercise, the Award entitles you to receive such number of shares of Applied
Common Stock ("Shares") that have a fair market value equal to the difference
(if positive) between the fair market value of (a) a Share on the date of
exercise over (b) the Base Price, multiplied by (c) the number of Shares with
respect to which the Award is exercised, subject to the following conditions:

      (a) Except as otherwise provided in Sections 2 and 7, your Award will be
      exercisable only if and after you have remained in Applied's continuous
      employ from the Award's grant date (the "Grant Date") to the vesting date
      of all or the specified portion of your Award. Your Award vests with
      respect to only 25% of the aggregate number of Shares to which it relates
      after one year of continuous employment from the Grant Date, which
      percentage increases to 50% after two years, to 75% after three years, and
      to 100% after four years of continuous employment from the Grant Date.

      (b) Your Award shall expire at the end of the 10-year period commencing
      with the Grant Date (the "Term"), or upon such earlier expiration or
      termination date as may be provided by Sections 2 and 7 below. The SARs
      shall not be exercisable thereafter.

2.    TERMINATION OF SARs. If, during the Term, you cease to be employed by
Applied for any reason, you may exercise your SARs, to the extent you were
entitled to exercise them immediately prior to your cessation of employment, at
any time within three months after the cessation of employment (but only during
the Term); provided, however, that (a) if you retire under an Applied retirement
plan, then the SARs shall become fully exercisable and, at any time within three
years after your retirement (but only during the Term), you may exercise the
SARs; (b) if your employment with Applied ceases due to your permanent and total
disability, then the SARs shall become fully exercisable and, at any time within
one year after your cessation of employment (but only during the Term), you may
exercise the SARs; and (c) if you die while employed by Applied, then the SARs
shall become fully exercisable and, at any time within one year after your death
(but only during the Term), the person entitled by will or applicable law to
exercise the SARs may do so.

Notwithstanding anything in these terms and conditions to the contrary, your
Award may be terminated or rescinded, and if applicable, you may be required to
immediately repay all Shares (and any dividends and distributions thereon)
issued pursuant to the Award within the previous six months (or any proceeds
thereof), if the Committee, or Applied's chief executive officer or president,
determines, in any of their sole discretion, that during your employment with
Applied or

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during the period ending six months following cessation of your employment, you
have committed an act inimical to Applied's interests. Acts inimical to
Applied's interest shall include (but are not limited to) insubordination,
willful inattention to duty or violation of Applied's published policies,
illegal or immoral acts, acts of fraud or dishonesty, solicitation of Applied's
employees, customers or vendors to terminate or alter their relationship with
Applied to Applied's detriment, unauthorized use or disclosure of information
regarding Applied's business, employees or customers, and competition with
Applied. The determination shall be effective at the time of your act and shall
be final and binding in all respects. The provisions of this Section 2 are a
fundamental term of your Award and your Award shall be deemed forfeitable
throughout the term of your employment and for six months thereafter.

3.    METHOD OF EXERCISE; RIGHTS OF HOLDER. During your life, your Award may be
exercised only by you, your guardian, or legal representative. Upon your death,
your Award may be exercised by the person entitled by will or by the laws of
descent and distribution.

Your SARs may be exercised by delivering to Applied at its principal executive
offices (directed to the attention of the Chief Financial Officer or Corporate
Secretary) a written notice (which may include facsimile transmission or
electronic mail), signed by you or such other person entitled to exercise the
SARs, of the election to exercise the SARs and stating the number of Shares as
to which the SARs are being exercised. The SARs shall be deemed exercised as of
the date Applied receives the notice. If the SARs are exercised, as provided
herein, by any person other than you, the notice shall be accompanied by
appropriate evidence of that person's right to exercise the SARs. As a condition
to your valid exercise of the SARs, you hereby consent to Applied withholding
from the Shares issuable upon exercise (if any), such number of Shares the fair
market value of which Applied determines to be equal to the amount required to
be withheld pursuant to applicable federal, state or local law, including tax
withholding requirements. Promptly following the proper exercise of the SARs,
Applied shall issue in the name of the person exercising the SARs, a certificate
representing the Shares due hereunder. Your SARs may be exercised only with
respect to a whole number of Shares, and may not be exercised in fractional
amounts.

Notwithstanding the foregoing and the restrictions on exercise contained in
Section 2, if a "Change in Control" (as defined in the Plan) of Applied occurs,
then your SARs then outstanding shall become fully exercisable as of the date of
the Change in Control.

In addition, following a Change in Control of Applied, no provision hereof shall
operate to reduce any time frame or to limit any economic benefit to which you
are entitled under this Award or the Plan, including the occurrence of any of
the transactions described in Section 7(a) through (c). In the event of the
occurrence of any of the transactions described in Section 7(a) through (c), the
provisions in Section 7 purporting to terminate your SARS shall not apply and
you shall have the option either to exercise your rights under Section 7 or to
deem the SARs assumed by the successor within the meaning of Section 424(a) of
the Internal Revenue Code, whichever is more favorable to you.

As an SAR holder, you shall have absolutely no rights as a shareholder, whether
before or after vesting of all or any portion of your Award.

4.    LIMITATIONS ON EXERCISE. Your SARs shall not be exercisable if such
exercise or the issuance of Shares pursuant to your Award would violate:

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      (a)   Any state securities law;

      (b)   Any registration or other requirements under the Securities Act of
      1933, as amended (the "Act"), the Securities Exchange Act of 1934, as
      amended, or any stock exchange's listing requirements; or

      (c)   Any other legal requirement of any governmental authority.

If your exercise of SARs is prevented by the terms of any of the foregoing
subsections, and the Term of the SARs expires, then you may, within 30 days
after Applied notifies you that your exercise is no longer prevented by this
Section 4, exercise the SARs to the extent they would have been exercisable but
for the operation of this Section 4.

Furthermore, if a registration statement with respect to Shares issuable upon
exercise of the SARs is not in effect or if Applied's counsel otherwise deems it
necessary or desirable in order to avoid possible violations of the Act, Applied
may require, as a condition to its issuance and delivery of certificates for the
Shares, the delivery to Applied of a commitment in writing by the person
exercising the SARs that (i) at the time of the exercise it is his intention to
acquire the Shares for his own account for investment only and not with a view
to, or for resale in connection with, the distribution thereof; (ii) the person
understands that the Shares may be "restricted securities" as defined in Rule
144 issued under the Act; and (iii) any resale, transfer or other disposition of
the Shares will be accomplished only in compliance with Rule 144, the Act, or
other or subsequent rules and regulations thereunder. Applied may place on the
certificates representing the Shares a legend reflecting that commitment and
Applied may refuse to permit transfer of the Shares until it has been furnished
evidence satisfactory to it that no violation of the Act or the rules and
regulations thereunder would be involved in the transfer.

5.    NO GUARANTY OF EMPLOYMENT. The Award is not a guaranty of employment or
commitment by Applied of continued employment. Nothing in the Award or these
terms and conditions alters, limits or restricts any right Applied would
otherwise have to terminate or modify the terms of your employment.

6.    NONASSIGNABILITY. The Award is not assignable or transferable, in whole or
in part, and may not be otherwise disposed of by you, other than by will or by
the laws of descent and distribution or with the prior written consent of
Applied.

7.    LIQUIDATION, DISSOLUTION, MERGER, SALE OF SUBSTANTIALLY ALL ASSETS. If (a)
Applied is to be merged, consolidated or reorganized into or with another entity
so that Applied is not the surviving corporation and, immediately after such
event, the holders of Shares immediately prior to the event hold, in the
aggregate, less than a majority of the combined voting power of the then
outstanding securities of the new entity, (b) Applied is to be dissolved or
liquidated, or (c) substantially all of Applied's assets are to be sold, then
the Committee shall give you 30 days' prior written notice. Upon the giving of
that notice, if you are employed by Applied, then the SARs shall become fully
vested and exercisable. Within the 30-day period (but only during the Term), you
shall have the right to exercise your SARs. Thereafter, notwithstanding any
other provision of these terms and conditions, the SARs shall expire, unless
"assumed" by another corporation within the meaning of Section 424(a) of the
Internal Revenue Code.

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8.    ADJUSTMENTS. In the event (a) of a stock dividend or stock split or (b)
the Shares are changed into or exchanged for a different number or kind of
securities of Applied or another entity, then the Shares purchasable or the Base
Price hereunder shall be equitably adjusted so that the SARs represent the right
to acquire Shares or the number and kind of other securities that are
economically equivalent to what the Shares would have represented had the SARs
been fully exercised immediately preceding such event.

In the event other changes or events relating to the Shares fundamentally change
the value of the Shares or securities for which the SARs are exercisable, then
the Committee may make, in its sole discretion, such adjustments in the terms of
the SARs as the Committee may determine is equitably required by the change or
event.

9.    COMMITTEE AUTHORITY. The Committee shall have authority, subject to the
Plan's express provisions, to construe these terms and conditions and the Plan,
to establish, amend and rescind rules and regulations relating to the Plan, and
to make all other determinations in the Committee's judgment necessary or
desirable for the Plan's administration. The Committee may correct any defect or
supply any omission or reconcile any inconsistency in the Plan or these terms
and conditions in the manner and to the extent it shall deem expedient to carry
the Plan into effect. All Committee action under this Section shall be
conclusive for all purposes.

10.   RELATIONSHIP TO THE PLAN. In the event of any inconsistency between these
terms and conditions and any provision of the Plan or the Committee's policies,
the Plan or the policies shall govern. Terms used but not otherwise defined in
these terms and conditions shall have the meaning ascribed them in the Plan.
Notwithstanding any provisions hereof, these terms and conditions and the SARs
granted shall be subject to all of the Plan's provisions in effect from time to
time, which are incorporated herein by reference.

                                                         (July 2004 -- officers)