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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

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ALLIED MOTION TECHNOLOGIES INC.
23 Inverness Way East, Suite 150
Englewood, Colorado 80112

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 13, 20109, 2013

To the Shareholders of Allied Motion Technologies Inc.:

        You are hereby notified that the 20102013 Annual Meeting of Shareholders of Allied Motion Technologies Inc. (the "Company") will be held on Thursday, May 13, 20109, 2013 at 2:00 p.m. (Mountain Time) at the Inverness Hotel and Conference Center, 200 Inverness Drive West, Englewood, CO 80112. At this meeting, the shareholders will be asked to act on the following matters:

1.

To elect seven directors of the Company;



2.

To considerprovide an amendment toadvisory approval of the Company's Articlescompensation of Incorporation for the purpose of changing the voting requirements for the election of directors;our named executive officers; and



3.

To consider an amendmentindicate a preference on the frequency of the advisory vote to approve the Company's 2007 Stock Incentive Plan to increase the numbercompensation of Common Stock authorized for issuance under the plan by 600,000 sharesour named executive officers; and to increase the number of shares that may be granted to any one participant during a calendar year;



4.

To consider and act upon the approval of the Company's Restated 2007 Stock Incentive Plan; and



5.

To ratify the appointment of Ehrhardt Keefe Steiner & Hottman PCEKS&H LLLP ("EKS&H") as the Company's independent registered public accounting firm for the 20102013 fiscal year; and



5.6.

To transact such other business as may properly come before the 20102013 Annual Meeting or any adjournment thereof.

        Only shareholders of record at the close of business on March 17, 201014, 2013 are entitled to notice of and to vote at the 20102013 Annual Meeting and any adjournment thereof.

        The Board of Directors of the Company extends a cordial invitation to all shareholders to attend the 20102013 Annual Meeting, as it is important that your shares be represented at the meeting. Even if you plan to attend the Annual Meeting, you are strongly encouraged to mark, date, sign and mail the enclosed proxy in the return envelope provided as promptly as possible.

        Recently, rule changes were enacted changing how shares held for you in an account with a broker or other nominee (shares held in "street name") are voted in director elections. If your shares are held in street name and YOU do not vote your shares, on Proposal One (Election of Directors) and Proposal Two (Amendment to the Articles), your broker or other nominee generally can no longer vote them for you and your shares will remain unvoted.THEREFORE, IT IS VERY IMPORTANT THAT YOU VOTE YOUR SHARES FOR ALL PROPOSALS.

		By Order of the Board of Directors
		Susan M. Chiarmonte Secretary

DATED: March 19, 201029, 2013

Important Notice Regarding the Internet Availability of Proxy Materials: This Proxy Statement and the Company's Annual Report are available on the Internet at https://materials.proxyvote.com/019330.

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PROXY STATEMENT

QUESTIONS AND ANSWERS
ABOUT THE 20102013 ANNUAL MEETING

Why did I receive this proxy?

        The Board of Directors of Allied Motion Technologies Inc. (the "Company") is soliciting proxies to be voted at the Annual Meeting of Shareholders. The Annual Meeting will be held Thursday, May 13, 2010,9, 2013, at 2:00 p.m. (Mountain Time) at the Inverness Hotel and Conference Center, 200 Inverness Drive West, Englewood, CO 80112. This proxy statement summarizes the information you need to know to vote by proxy or in person at the Annual Meeting. You do not need to attend the Annual Meeting in person in order to vote.

Who is entitled to vote?

        All shareholders of record as of the close of business on Wednesday,Thursday, March 17, 201014, 2013 (the "Record Date") are entitled to vote at the Annual Meeting.

What is the quorum for the Annual Meeting?

        A quorum at the Annual Meeting will consist of a majority of the votes entitled to be cast by the holders of all shares of Common Stock outstanding on the Record Date. No business may be conducted at the Annual Meeting if a quorum is not present. Broker non-votes (shares held in street name for which the broker indicates that instructions have not been received from the beneficial owners or other persons entitled to vote) and abstentions will be counted as shares present in determining whether a quorum is present. As of the Record Date, 7,730,4828,847,962 shares of Common Stock were issued and outstanding.

How many votes do I have?

        Each share of Common Stock outstanding on the Record Date is entitled to one vote on each item submitted to you for consideration.

What is the difference between a shareholder of record and a beneficial owner of shares held in street name?

        Shareholder of Record.    If your shares are registered directly in your name with the Company's transfer agent, American Stock Transfer & Trust Company, you are considered the shareholder of record with respect to those shares.

        Beneficial Owner of Shares Held in Street Name.    If your shares are held in an account at a brokerage firm, bank, broker-dealer or other similar organization, then you are the beneficial owner of shares held in "street name." The organization holding your account is considered the shareholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct that organization on how to vote the shares held in your account.

If I am a shareholder of record of Common Stock, how do I vote?

        If you are a shareholder of record, you may vote by mailing a completed proxy card. To vote by mailing a proxy card, please sign and return the enclosed proxy card in the enclosed prepaid and self-addressed envelope and your shares will be voted at the Annual Meeting in the manner you

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directed. You may also vote your shares in person at the Annual Meeting. If you are a shareholder of record, you may request a ballot at the Annual Meeting.

If I am a beneficial owner of shares held in street name, how do I vote?

        If you are the beneficial owner of shares are held in street name, you will receive instructions from the brokerage firm, bank, broker-dealer or other similar organization (the "record holder""shareholder of record") that must be followed for the shareholder of record holder to vote your shares per your instructions. You may complete and return the voting instruction form in the self-addressed postage paid envelope provided, or you may vote 24 hours a day via the internet or telephone by following the instructions on the enclosed vote instruction form.

        Recent changes in regulation were made to take away the ability of your bank or broker to vote your uninstructed shares in the election of directors on a discretionary basis. Thus, ifIf you hold your shares in street name and do not instruct your bank or broker how to vote in the election of directors, no votes will be cast on your behalf.

Your bank or broker will, however, continue to have discretion to vote any uninstructed shares on the appointment of EKS&H (Proposal Four). They will not have discretion to vote uninstructed shares on the election of directors (Proposal One), on the approval of the amendment to the Company's Articles of Incorporation (Proposal Two) and on the approval of the amendment of the 2007 Stock Incentive Plan (Proposal Three)Five). Please ensure that you complete the voting instruction card sent by your bank or broker.

        If your shares are held in street name and you wish to vote in person at the Annual Meeting, you must obtain a proxy issued in your name from the shareholder of record holder and bring it with you to the meeting. We recommend that you vote your shares in advance as described above so that your vote will be counted if you later decide not to attend the Annual Meeting.

What am I voting on?

        You will be voting on the following proposals:

•

Proposal One: The election of seven Directors of the Company



•

Proposal Two: An amendment toadvisory vote on the Company's Articlescompensation of Incorporation for the purpose of changing the voting requirements for the election of directorsour named executive officers



•

Proposal Three: An amendment toadvisory vote on the frequency of the advisory vote on the compensation of our named executive officers



•

Proposal Four: The approval of the Company's Restated 2007 Stock Incentive Plan to increase the number of Common Stock authorized for issuance under the plan by 600,000 shares and to increase the number of shares that may be granted to any one participant during a calendar year



•

Proposal Four:Five: The ratification of EKS&H as the Company's independent registered public accounting firm for the 20102013 fiscal year

Will there be any other items of business on the agenda?

        We do not expect any other items of business because the deadline for shareholder proposals and nominations has passed. Nonetheless, in case there is an unforeseen need, your proxy gives discretionary authority to DelwinRichard D. HockSmith and Richard D. SmithS. Warzala with respect to any other matters that might be brought before the Annual Meeting. Those persons intend to vote that proxy in accordance with their best judgment.

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How many votes are required to act on the proposals?

        The holder of each outstanding share of Common Stock is entitled to one vote for each share of Common Stock on each matter submitted to a vote at a meeting of shareholders.

        Pursuant to our Amended and Restated Articles of Incorporation and Bylaws, directors will be elected by the affirmative vote of the holders of two-thirdsmajority of the shares of Common Stock entitledvotes cast with respect to vote at the Annual Meeting with each share being voted for as many individuals as there are directors to be elected and for whose election the share is entitled to vote.such director's election.

        Approval of the amendment to the Articles of IncorporationProposals 2, 4 and 5 requires thean affirmative vote of the holders of two-thirds of the shares of Common Stock entitled to vote at the Annual Meeting.

        Approval of the amendment to the 2007 Stock Incentive Plan requires the affirmative vote ofby a majority of the votes cast on theeach proposal.

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        RatificationThe frequency of the appointment of EKS&H as the Company's independent registered public accounting firm for the 2010 fiscal year requires the affirmativeadvisory vote of a majority of the votes cast on the proposal.compensation of our named executive officers presented in Proposal 3 will be determined based on the option receiving the greatest number of votes.

How are votes counted?

        Proposal One regarding the Election of Directors and Proposal Two regarding the Amendment to the Articles of Incorporation require the approving vote to be measured against all shares of Common Stock entitled to vote. An abstention or withholding authority from the vote on Proposal One or Proposal Two is the equivalent of a vote against the election of the nominated director and against the Amendment to the Articles of Incorporation.

For purposes of Proposals Three and Four,each proposal, abstentions and broker non-votes, if any, will not be counted as affirmative or negative invotes cast and will have no effect on the result of the vote, although they will be considered present for the purpose of determining the numberpresence of shares voted.a quorum.

What happens if I return my proxy card without voting on all proposals?

        When the proxy is properly executed and returned, the shares it represents will be voted at the Annual Meeting in accordance with your directions. If the signed card is returned with no direction on a proposal, the proxy will be voted in favor of (FOR) that Proposal.with the Board's recommendations.

Can I change my vote after I return my proxy card?

        You can revoke your proxy and change your vote at any time prior to the voting thereof at the Annual Meeting. You can do this by:

•

filing with the Secretary of the Company a written revocation or signing and submitting another proxy with a later date, or



•

attending the Annual Meeting, withdrawing the proxy and voting in person.

        If your shares are held by a nominee and you seek to vote shares in person at the Annual Meeting, you must bring to the Annual Meeting a written statement from the nominee confirming the shareholder's beneficial ownership of a stated number of shares and that such shares have not been voted by the nominee. Your attendance at the Annual Meeting will not in itself revoke your proxy.

Will anyone contact me regarding this vote?

        Solicitation of proxies for use at the Annual Meeting may be made in person or by mail, telephone or telegram, by directors, officers and regular employees of the Company. Such persons will receive no special compensation for any solicitation activities. In addition, we have retained the services of D.F.

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King & Co., Inc. to aid in the solicitation of proxies in person, by mail or telephone. The costs are not expected to exceed $6,500$7,000 plus expenses. We will request banking institutions, brokerage firms, custodians, trustees, nominees and fiduciaries to forward solicitation materials to the beneficial owners of Common Stock held of record by such entities, and we will, upon the request of such record holders, reimburse reasonable forwarding expenses.

Who has paid for this proxy solicitation?

        We haveThe Company has paid the entire expense of this proxy statement and any additional materials furnished to shareholders.

May shareholders ask questions at the Annual Meeting?

        Yes. There will be time allotted at the end of the meeting when Company representatives will answer questions from the floor.

How can I obtain a copy of this year's Annual Report on Form 10-K?

        A copy of the Company's 20092012 Annual Report to Shareholders, including financial statements for the fiscal year ended December 31, 2009,2012, accompanies this Proxy Statement. The Annual Report, however, is not part of the proxy solicitation material. A copy of the Company's Annual Report on

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Form 10-K filed with the Securities and Exchange Commission ("SEC") may be obtained free of charge by writing to Allied Motion Technologies Inc., 23 Inverness Way East, Suite 150, Englewood, Colorado 80112, Attention: Secretary or by accessing the "SEC Filings" section of the Company's website at www.alliedmotion.com. In addition, the Proxy Statement and Annual Report are available on the internet at https://materials.proxyvote.com/019330.

What does it mean if I receive more than one proxy card?

        It means that you have multiple accounts at the transfer agent or with stockbrokers. Please complete and returnALL proxy cards to ensure that all your shares are voted.

When was this proxy statement mailed?

        This proxy statement, the enclosed proxy card and the Annual Report were mailed to shareholders beginning on or about March 22, 2010.29, 2013.

Can I find additional information on the Company's website?

        Yes. Our website is located at www.alliedmotion.com. Although the information contained on our website is not part of this proxy statement, you can view additional information on the website, such as our code of ethics, corporate governance principles, charters of board committees and reports that we file with the SEC. A copy of our code of ethics, corporate governance principles and each of the charters of our board committees may be obtained free of charge by writing to Allied Motion Technologies Inc., 23 Inverness Way East, Suite 150, Englewood, Colorado 80112, Attention: Secretary.

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PROPOSAL ONE: ELECTION OF DIRECTORS

        Our Articles of Incorporation and Bylaws provide for a Board consisting of not less than three and not more than nine persons, as such number is determined by the Board of Directors, all of whom will be elected annually to serve until the next annual meeting of shareholders and until their successors are elected and qualified, or until the Director resigns or is otherwise removed.

        Our Board of Directors currently consists of DelwinJoseph W. Bagan, Richard D. Hock, Graydon D. Hubbard, George J. Pilmanis, Michel M. Robert,Federico, S.R. (Rollie) Heath, Jr., Delwin D. Hock, Gerald J. (Bud) Laber, William P. Montague, Michel M. Robert, Richard D. Smith and Richard S. Warzala. In accordance with the Bylaws of the Company, the Board of Directors has by resolution fixed the number of directors to be elected at the Annual Meeting to seven directors. Based on the recommendation of our Governance and Nominating Committee, all incumbent directors have been nominated to succeed themselves as directors.directors with the exception of Messrs. Bagan and Hock who have indicated that they will not be standing for re-election. The affirmative vote of the holders of two-thirdsa majority of the shares of Common Stock entitled to vote at the Annual Meetingvotes cast is required for the election of directors. If the number of votes required for the election of directors is not received, directors will continue in office until the next annual meeting or until resignation or removal. Unless instructed otherwise, it is intended that the shares represented by proxy at the Annual Meeting will be voted in favor of the seven nominees named below. All nominees have agreed to serve if elected.

        If, at the time of the Annual Meeting, any nominee is unable or declines to serve, the discretionary authority provided in the proxy may be exercised to vote for a substitute or substitutes. The Board of Directors has no reason to believe that any substitute nominee or nominees will be required.

        THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE ELECTION OF EACH OF THE NOMINEES.

Nominees for Election as Directors

        The biographiesbiography of each of the director nomineesnominee below contains information regarding that person's principal occupation, positions held with the Company, service as a director, business experience, other

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director positions currently held or held at any time during the past five years, involvement in certain legal or administrative proceeding, if applicable, and the experiences, qualifications, attributes or skills that caused our Governance and Nominating Committee to conclude that the person should serve as a member of our Board of Directors.

        Richard D. Federico, age 58—Mr. Federico has over thirty years of operational, strategy and investment acumen. He has served as a director since February 2012. Since November 2012 he has been the Founder and Managing Partner at Cetan Partners, an investment and advisory firm. From October 2011 he was Managing Director at Ocean Tomo, the leading global merchant banc specializing in intellectual capital. He spent the prior ten years as a Senior Advisor and managing Director in private equity with Sterling Partners, where he served as an investment partner and additionally worked with a number of Sterling portfolio investments to build, capture and maximize best-in-class practices across the firm and instituted effective governance at the portfolio level. His background also includes senior management positions with companies including Fisher Scientific, The Millard Fillmore Health System, The Science Kit Group and KPMG. He is involved with numerous private and non-profit boards and currently serves as a Senior Operating Advisory Board member to Sound Harbor.

S.R. (Rollie) Heath, Jr., age 72—75—Mr. Heath has served as a director of the Company since August 2007. He is a recognized civic and business leader in Colorado, currently serving as a State Senator from District 18. He is also founding partner of NorthStone Group, a company that advises and educates boards of directors and executive teams on leadership development and decision making. Mr. Heath has extensive knowledge of, and experience with, the manufacturing industry. Mr. Heath spent 17 years in senior management with Johns Manville Corporation and later became the chairman, CEO and a co-founder of Ponderosa Industries, a precision metal parts manufacturing company.

        Delwin D. HockGerald J. (Bud) Laber, age 75—69—Mr. Hock has servedLaber was appointed as a director of the Company on November 3, 2010. He has been a private investor since February 19972000, when he retired after 33 years of service with Arthur Andersen LLP. He holds a BSBA degree in accountancy from the University of South Dakota and was Chairmanis a certified public accountant. Mr. Laber is currently on the board of directors and chair of the Boardaudit and compensation committees of Directors from May 2005 to May 2009. In May 2009, Mr. Hock was appointed Lead DirectorBoulder Brands Inc., member of the Independent Directors. Mr. Hock has many years of executive management experience. He retired from his position as Chief Executive Officer of Public Service Company of Colorado, a gasboard and electric utility, in January 1996 and as Chairmanchair of the Boardaudit committee and member of Directorsthe compensation committee at Scott's Liquid Gold and member of that company in July 1997. From September 1962 to January 1996, Mr. Hock held various management positions at Public Service Company.the board and chair of the audit committee of Qualmark Corporation.

        Graydon D. HubbardWilliam P. Montague,, age 76—66—Mr. Hubbard has servedMontague was appointed as a director of the Company since 1991. Mr. Hubbard has significant management experience and expertise with regard to accounting and financial matters and satisfies the SEC requirements of an audit committee financial expert. He is a retired certified public accountant and was a partner of Arthur Andersen LLP, the Company's former independent public accountants, in its Denver office for more than five years prioron February 16, 2013. Prior to his retirement in

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Mark IV Industries, Inc., a leading global diversified manufacturer of highly engineered systems and components for transportation infrastructure, vehicles and equipment; a position he held from November 1989. Since September 2003, he2004. He joined Mark IV in 1972 as Treasurer/Controller, service as Vice President of Finance from May 1974 to February 1986, then Executive Vice President and Chief/Financial Officer from February 1986 to March 1996 and then as President from March 1996 to November 2004. He has served as a director of Whiting Petroleum Corporation, chairman of its audit committeefor Mark IV since March 1996 and is a member of its compensation committee. Whiting is an independent oil and gas company engaged in acquisition, exploitation, exploration and development.

George J. Pilmanis, age 72—Mr. Pilmanis has served asalso a director of the Company since 1993. Mr. Pilmanis has an extensive background in international mattersGibraltar Industries, Inc., Endo Health Solutions Inc. and business development. For more than five years prior to his retirement in April 2003 he was chairman and president of Balriga International Corp., a privately held company concerned with business development in the Far East and Eastern Europe. In 2001 and 2002 he also served as Executive Director of the Foreign Investors Council in Latvia.Imaging Materials, Inc.

        Michel M. Robert, age 68—71—Mr. Robert has served as a director of the Company since July 2004. Mr. Robert has many years of experience in guiding various manufacturingboth public and publicprivate companies in developing their corporate strategy, which includes identifying their driving force identifyingand the critical issues and deploying strategies to address the issues.that must be addressed successfully implement it. He founded Decision Processes International, Inc. (DPI) in 1980 to provide consulting services in the field of strategy development and deployment. He is currently Chief Executive Officer and President of DPI. Mr. Robert has been published in a wide array of business magazines and journals and has authored several books.books on strategy and strategic thinking.

        Richard D. Smith, age 62—65—Mr. Smith has served as a director of the Company since August 1996 and as Executive Chairman of the Board of Directors since May 2009. Mr. Smith has broad executive management experience with the Company and extensive knowledge and experience in accounting and financial matters. He served as Chief Financial Officer from June 1983 until December 1, 2012 and as

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Chief Executive Officer from August 1998 until May 2009. He served as President from August 1998 until May 2002. He was Executive Vice President from August 1993 until August 1998. Mr. Smith served as Vice-President of Financewill retire from June 1983 to August 1993. He has served as Chief Financial Officer since June 1983.employment with the Company on March 31, 2013. Pursuant to Mr. Smith's employmentconsulting agreement which will become effective upon his retirement, and as long as he is the Chief Financial Officer of the Companyhas not been terminated and is willing to serve on the Board of Directors, willthe Board shall nominate him for election to the Board.

        Richard S. Warzala, age 56—59—Mr. Warzala has served as director of the Company since August 2006. Mr. Warzala has strong management and technical background in the motion control industry. In May 2009, Hehe was appointed President and Chief Executive Officer. Prior to May 2009, Mr. Warzala was President and Chief Operating Officer of the Company since May 2002 and has been employed by the Company since October 2001.2002. In 1993, he was named President of API Motion, a subsidiary of American Precision Industries Inc., and continued as President until 1999, when it was acquired by Danaher Corporation where he served as President of the Motion Components Group until 2001. From 1976 to 1993, he held various management positions at American Precision Industries, Inc. Pursuant to Mr. Warzala's employment agreement, as long as he is the President and Chief Executive Officer of the Company and is willing to serve, the Board of Directors will nominate him for election to the Board.

Nominating Procedures

        The Governance and Nominating Committee identifies nominees by first evaluating the current members of the Board of Directors willing to continue in service. Current members of the Board with skills and experience that are relevant to the Company's business and who are willing to continue in service are considered for re-nomination. If any member of the Board does not wish to continue in service, or if the Governance and Nominating Committee decides not to nominate a member for re-election, the Governance and Nominating Committee first considers the appropriateness of the size of the board. If the Governance and Nominating Committee determines the board seat should be retained and a vacancy exists, the Governance and Nominating Committee considers factors that it deems are in the best interests of the Company and its shareholders in identifying and evaluating a new nominee. Skills and characteristics that are considered include judgment, accountability, integrity,

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experience, technical skills, diversity, financial literacy, mature confidence, high performance standards, time, other board appointments, industry knowledge, and degree of independence from management.

        In identifying suitable candidates for nomination as a director, the Governance and Nominating Committee will consider the needs of the Board and the range of skills and characteristics required for effective functioning of the Board. In evaluating such skills and characteristics, the Governance and Nominating Committee takes into consideration such factors as it deems appropriate, including those included in the Corporate Governance Principles, which are available at www.alliedmotion.com.

        WeWhile we do not have a formal policy or guidelines regarding diversity of membership of our Board of Directors. WhileDirectors, our Corporate Governance Principles recognize the value of having a Board that encompasses a broad range of skills, expertise, contacts, industry knowledge and diversity of opinion, our Board has not attempted to define "diversity," or otherwise require that the composition of our Board include individuals from any particular background or who possess specific attributes. The Governance and Nominating Committee will continue to consider whether it would be appropriate to adopt a policy or guidelines regarding board diversity or define diversity as it relates to the composition of our Board of Directors.

        The Board of Directors will consider nominees recommended by shareholders. Any such person will be evaluated in the same manner as any other potential nominee for director. Any suggestion for a nominee for director by a shareholder should be sent to the Company's Secretary at 23 Inverness Way East, Suite 150, Englewood, Colorado 80112, within the time periods set forth under "Shareholder Proposals for the 20112014 Annual Meeting."

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Board Leadership Structure

        The Board has established the position of Lead Director to assist in overseeing the affairsOur current leadership structure is comprised of the Board. The Lead Director isExecutive Chairman of the Board, a separate Chief Executive Officer, an independent director currently Mr. Hock, appointed by the Board. Theserving as Lead Director's primary responsibilities include providing input to the Executive Chairman regarding agendas for Board and Committee meetings and presidingDirector who presides at all executive sessions of the independent directors, and strong active independent directors. The Board will periodically review itsAs Chief Executive Officer, Mr. Warzala is responsible for setting the strategic direction of the Company and for the day to day leadership structure and determine if other structures might be appropriate.

        The Board has appointedmanagement of the Company, while Mr. Smith, as Executive Chairman of the Board, provides oversight, direction and leadership to the Board. Mr. Smith is also Chief Financial Officerwill retire from employment with the Company on March 31, 2013 but will continue to serve as a Board Member of the Company as recommended by the Board of Directors and thusapproved by the Company's shareholders.

        Another component of our leadership structure is the active role played by our independent directors in overseeing the Company's business, both at the Board and Committee level. Five of the seven director nominees are considered independent under the corporate governance standards of the Nasdaq Global Market. All of our Directors are free to suggest the inclusion of items on the agenda for meetings of our Board of Directors or raise subjects that are not anon the agenda for that meeting. In addition, our Board of Directors and each committee have complete and open access to any member of management and the authority to retain independent director. Thelegal, financial and other advisors as they deem appropriate without consulting or obtaining the approval of any member of management. Our Board believes that having an officer asof Directors also holds regularly scheduled executive chairman allows him to leveragesessions of only independent Directors, led by the substantial amount of information gained from both these roles to lead the Company most effectively. The Board believes that the appointment of an independent Lead Director, providesin order to promote discussion among the independent Directors and assure independent oversight with significant input into corporate governance while maintaining the Company's historical practice of having an Executive Officermanagement. Moreover, our Audit Committee, Compensation Committee and Governance and Nominating Committee, all of which are comprised entirely of independent Directors, also serve as Chairman.perform oversight functions independent of management.

Independent Directors

        Under the corporate governance standards of the Nasdaq Global Market, at least a majority of our Directors, and, except in limited circumstances, all of the members of our Audit Committee, Compensation Committee and Governance and Nominating Committee, must meet the test of "independence" as defined by Nasdaq. The Nasdaq standards provide that to qualify as an "independent" director, in addition to satisfying certain bright-line criteria, the Board of Directors must affirmatively determine that a director has no material relationship with the Company. The Board of Directors has determined that each current director, other than Mr. Warzala the Company's President and Chief Executive Officer and Mr. Smith, the Company's Chief Financial Officer, satisfies the bright-line criteria and that noneno other director has a relationship with the Company that would interfere with such person's ability to exercise independent judgment as a member of our Board.

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Risk Oversight

        The Board of Directors oversees our risk management process. This oversight is primarily accomplished through the Board's committees and management's reporting processes. We do not have a formal risk committee; however, our Audit Committee focuses on risk related to accounting, internal controls, and financial and tax reporting. The Audit Committeereporting, and also assesses economic and business risks and monitors compliance with ethical standards.risks. Our Compensation Committee identifies and oversees risks associated with our executive compensation policies and practices, and our Governance and Nominating Committee identifies and oversees risks associated with director independence, related party transactions, and the implementation of corporate governance policies.policies and also monitors compliance with ethical standards.

Director Stock Ownership Policy

        The Board of Directors believes it is generally desirable for directors to own shares of the Company's stock. By becoming equity owners, the outside directors assume a personal stake in the

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success or failure of the Company and it aligns their financial interests with the long-term shareholders of the Company. Pursuant to the Director Stock Ownership Policy, which was adopted in 2010, new non-employee directors are to invest the greater of $50,000 or two and one-half times the cash portion of the Board's then annual retainer in the purchase of common stock of the Company (the "Guideline Investment"). For current directors at the time the policy was adopted, the Guideline Investment was set at $50,000. A new non-employee director is allowed a grace period to meet the Guideline Investment in full, from the date of initial election or appointment to the Board through the fifth anniversary of such election or appointment (the "Grace Period"). For current non-employee directors, the five-year Grace Period began as of the original effective date of the Policy. During 2010, a Non-Employee Director Stock in Lieu of Cash Retainer Plan was also adopted. Pursuant to the Plan, each non-employee director may elect to forego receipt of all or a portion of the cash retainer in exchange for newly issued common stock.

BOARD COMMITTEES AND MEETINGS

        The Board of Directors has a standing Audit Committee, Compensation Committee and Governance and Nominating Committee. Each member of each of these committees is "independent" as that term is defined in the Nasdaq listing standards. The Board has adopted a written charter for each of these committees, which is available on our web site at www.alliedmotion.com.

Audit Committee

        The Audit Committee of our Board of Directors consists of Messrs. Hubbard (Chairman), Hock and Pilmanis. The Audit Committee oversees the Company's financial reporting on behalf of the Board and is responsible for the appointment, replacement, compensation and oversight of the work of the Company's independent auditors. The Audit Committee also reviews the Company's annual and quarterly reports filed with the SEC. The Audit Committee held four meetings during 2009.2012 and consisted of Messrs. Laber (Chairman), Heath and Hock. Each member of the Audit Committee meets the current independence and experience requirements of Nasdaq and the SEC. Mr. HubbardLaber has been designated as the Company's "Audit Committee financial expert" in accordance with the SEC rules and regulations and qualifies as a financially sophisticated audit committee member under the Nasdaq listing standards. See "Report of the Audit Committee" below.

Compensation Committee

        TheIn 2012, the Compensation Committee of our Board of Directors currently consistsconsisted of Messrs. Pilmanis (Chairman), Hock, Laber and Hubbard.Bagan. Mr. Bagan joined the committee effective May 2012. The Compensation Committee has the principal responsibility to make recommendations to the Board of Directors concerning the compensation of the Company's management employees including its executive officers. The Compensation Committee also reviews, approves and recommends to the Board for their approval all awards granted under the Company's stock incentive plan and performs other functions regarding compensation as the Board may delegate. The Compensation Committee met fivethree times during 2009. Additionally, all the independent directors met one time during 2009 to discuss executive compensation matters.2012.

Governance and Nominating Committee

        The Governance and Nominating Committee of our Board of Directors currently consists of Messrs. Hock (Chairman), Heath and Hubbard. The Governance and Nominating Committee met four times during 2009.        The Governance and Nominating Committee (i) monitors and oversees matters of corporate governance, including the evaluation of Board performance and processes and the "independence" of directors, and (ii) selects, evaluates and recommends to the Board qualified candidates for election or appointment to the Board and each Committee of the Board. The Governance and Nominating Committee of our Board of Directors met four times during 2012 and consisted of Messrs. Hock (Chairman), Heath, Pilmanis and Federico. Mr. Federico joined the committee effective May 2012.

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Board Attendance at Meetings

        The Board of Directors held four regular meetings each including anin 2012. Our Independent Directors meet in executive session of the Independent Directors, and the Independent Directors held one additional meetingwithout management directors or management present. These sessions generally take place prior to or following regularly scheduled board meetings. The directors met in such sessions four times during 2009.2012. Each director attended 100% of the total number of meetings of the Board of Directors and meetings held by all committees of the Board of Directors on which he served. Our Corporate Governance Principles provide that all directors are expected to regularly attend all meetings of the Board and the Board committees on which he serves. In addition, each director is expected to attend the Annual Meeting of Shareholders. In 2009,2012, the Annual Meeting of Shareholders was attended by all of the directors.

Shareholder Communication With the Board

        We provide an informal process for shareholders to send communications to the Board of Directors. Shareholders who wish to contact the Board of Directors or any of its members may do so in writing to Allied Motion Technologies Inc., 23 Inverness Way East, Suite 150, Englewood, Colorado 80112. After July 31, 2013, correspondence should be directed to the Company's new corporate address as follows: Allied Motion Technologies Inc., 550 Commerce Drive, Suite 4B, Amherst, NY 14228. Correspondence directed to an individual board member will be referred to that member. Correspondence not directed to a particular board member will be referred to the Executive Chairman of the Board.

Audit Committee Report

        The following Report of the Audit Committee does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other filing by the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934 except to the extent the Company specifically incorporates this Report by reference therein.

        Management is responsible for the Company's financial statements and reporting process. The Company's independent registered public accounting firm, Ehrhardt Keefe Steiner & Hottman PCEKS&H LLLP (EKS&H) is responsible for performing an independent audit of the Company's annual financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States)("PCAOB") and for issuing a report on those statements.

        As members of the Audit Committee, our work is guided by our Audit Committee Charter which is reviewed annually by the Board of Directors. We have completed all Charter tasks scheduled to be performed in 20092012 prior to year-end and all Charter tasks scheduled to be performed in 20102013 prior to the filing of this proxy statement. Our work included, among other procedures:

        (1)   We pre-approved audit and permitted non-audit services of the Company's independent auditors.

        (2)   We met with management and the independent auditors on a quarterly basis to discuss financial statements and related reports and to review significant accounting and reporting matters.

        (3)   We discussed with the independent auditors their independence and the matters required to be discussed by Statement on Auditing Standards 61, "Communications with Audit Committees," as amended. We received the written disclosures from the independent auditors required by PCAOB Rule 3526, "Communication with Audit Committees Concerning Independence."

        (4)   Prior to their publication, we reviewed and discussed with management and the independent auditors the Company's December 31, 2009,2012, audited financial statements, the related audit report, and the applicable management's discussion and analysis.

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        Based on the work referred to above, we recommended to the Board of Directors that the Board approve the inclusion of the Company's audited financial statements in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2009,2012, for filing with the SEC.

EXECUTIVE COMPENSATION

Executive Officers

        The following provides certain information regarding our executive officers. Each individual's name and position with the Company is indicated. In addition, the principal occupation and business experience for the past five years is provided for each executive officer. There are no family relationships between any of our directors or executive officers.

        Richard S. Warzala, age 56—59—Mr. Warzala has served as director of the Company since August 2006. In May 2009, Hehe was appointed President and Chief Executive Officer. Prior to May 2009, Mr. Warzala was President and Chief Operating Officer of the Company since May 2002 and has been employed by the Company since October 2001. In 1993, he was named President of API Motion, a subsidiary of American Precision Industries Inc., and continued as President until 1999, when it was acquired by Danaher Corporation where he served as President of the Motion Components Group until 2001. From 1976 to 1993, he held various management positions at American Precision Industries, Inc.

        Richard D. Smith, age 62—65—Mr. Smith has served as a director of the Company since August 1996 and as Executive Chairman of the Board of Directors since May 2009. Mr. Smith has broad executive management experience with the Company and extensive knowledge and experience in accounting and financial matters. He served as Chief Financial Officer from June 1983 until December 1, 2012 and as Chief Executive Officer from August 13, 1998 until May 12, 2009. He served as President from August 13, 1998 until May 1, 2002. He was Executive Vice President from August 1993 until August 1998. Mr. Smith served as Vice-President of Financewill retire from June 1983 to August 1993. He has served asemployment with the Company on March 31, 2013.

Robert P. Maida, age 48—Mr. Maida was named Chief Financial Officer since June 1983.effective December 1, 2012. Prior to joining Allied Motion he worked for over two years as the Director of Finance for Avox Systems, Inc., a subsidiary of Zodiac Aerospace. For the ten years prior to that, Mr. Maida held several positions with API Motion / Danaher Motion where he progressed to the position of Director of Finance for the Applied Products Group of Danaher Motion, a subsidiary of Danaher Corporation. Prior to that, he was the Vice President of Finance for Great Lakes Industries, Inc. and the Director of Finance of BRC, a division of Bryce Corporation. After Mr. Maida graduated from the State University of New York at Buffalo with a Bachelor of Science degree in Business Administration, he was a Certified Public Accountant for Dopkins & Company in Buffalo for just under four years.

        Kenneth R. Wyman, age 67—70—Mr. Wyman was named Vice President of Marketing of the Company in February 2003. He was designated as an executive officer in February 2005. From 2000 to 2002, he was Vice President of Marketing for the Motion Components Group of Danaher Corporation. In 1995, Mr. Wyman joined API Motion as Director of Marketing, and later was named Vice President of Marketing.

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Compensation of Executive Officers

        The following table presents information relating to total compensation of the Executive Officers of the Company (the "Named Executive Officers") for the fiscal years ended December 31, 20092012 and 2008.2011.

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Employment Agreements With Certain Named Executive Officers

        The Company has employment agreements with Richard S. Warzala, President and Chief Executive Officer, and Richard D. Smith Executive Chairman and former Chief Financial Officer. The Agreements have an initial term of five

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years, through May 2014, and continue subsequently on a year-to-year basis unless the Company or the officer gives termination notice at least 60 days prior to expiration of the initial or subsequent terms. Mr. Smith's Agreement will terminate upon his retirement from employment with the Company on March 31, 2013. The Agreements contain the provisions outlined below.

        Base Salary.    The Agreements provide an annual base salary of not less than $275,000 for Mr. Warzala and $285,000 for Mr. Smith, and may be reviewed annually for increase on a merit basis. Mr. Warzala's salary was increased to $295,000 effective May 12, 2009 and to $325,000$410,000 effective March 1, 2010.2013.

        Annual Incentive Bonus.    Annual incentive bonuses are paid based on achieving performance criteria recommended annually by the Compensation Committee and approved by the Board of Directors.Directors within ninety days of the beginning of the performance period. The performance criteria will recognize the overall financial performance of the Company and the improvements made in financial results. The amount of incentive that an executive officer may receive is based upon the following two components: an individual target bonus (which is a percentage of the individual's salary), and the Company's performance based on Economic Value Added (EVA). EVA is defined as net operating profit after taxes less a cost of capital charge. For 2009,2012, the individual target bonus was set at 60% for both Messrs. SmithWarzala and Warzala.Smith. The Company's EVA performance goals are set annually. If the target EVA is achieved, then the target bonus is paid. If the actual EVA achieved falls between the threshold and the target EVA, the bonus awarded is equal to the target bonus multiplied times the prorata percent of the EVA target achieved (0% to 100% of the target bonus amount). If the actual EVA achieved is greater than the target EVA, then the bonus awarded will be greater than 100% of the target bonus amount with the bonus being a certain prorata percent of the incremental EVA achieved above the target EVA. There is no cap on the amount of EVA.

        For 2009,2012, the Company did not meetexceeded performance thresholds specified at the beginning of 20092012 for EVA and therefore noEVA. Applying the pre-established bonus formula to the financial performance resulted in bonuses for Messrs. Warzala and Smith as well as the other executive officers were approved.of 88.2% of target bonus levels, as set forth in the Summary Compensation Table under the heading Non-Equity Incentive Plan Compensation and corresponding notes (2), (4), (6) and (8).

        Short-Term and Long-Term Incentive Compensation.    The Company utilizes stock based awards for short- and long-term incentives. In making its determination regarding the grant of stock based awards, the Board considers, among other things, the Employee's responsibilities and efforts and performance in relation to the business plan and forecast, the relationship between the benefits of Restricted Stock or Stock Optionsrestricted stock and improving shareholder value, the development and performance of the Company's products in the

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marketplace and an increase in the trading price per share of the Company's Common Stock. The Board also considers customary business practices and Short- and Long-Term Incentive Plan benefits granted in comparison to such benefits provided to other executives in similar positions.

        The Board approved a grant of 100,000 shares forIn 2012, Mr. Warzala effective January 4, 2010, with 33,334received 30,000 shares vesting March 31, 2011of restricted stock and 33,333Mr. Smith received 20,000 shares vesting onof restricted stock. For each of March 31, 2012 and 2013. The Board also approved awards of 35,100 shares for Mr.Messrs. Warzala and 17,550Smith, 10,000 shares for Mr. Smith effective March 11, 2010. Of these shares, 40% (14,040 for Mr. Warzala and 7,020 for Mr. Smith)were time-based awards that will vest¹/3 on each of March 31, 2011,2013, 2014, and 2015, and 10,000 shares were short-term performance-based awards. The short-term performance targets established for 2012 were not met as of December 31, 2012 and 2013.therefore the short-term performance-based restricted stock awards granted to Messrs. Warzala and Smith in 2012 were forfeited prior to vesting. The other 60% (21,060 forremaining 10,000 shares granted to Mr. Warzala and 10,530 for Mr. Smith)were long-term performance-based shares. The shares will vest if establishedthe performance goalsmeasures are achieved for any year during the four year performance period ending December 31, 2015. The performance measures were not met as of December 31, 2012 and therefore the shares remain unvested.

        Nonqualified Deferred Compensation.    The Company maintains a Deferred Compensation Plan which provides eligible key employees with the opportunity to defer the receipt of base compensation, bonuses, or a combination thereof, receive an allocation of any discretionary amount contributed to the Plan by the Company and receive an allocation of any performance based contributions by the Company. During 2012, no participants elected to defer any compensation and no discretionary amounts, other than described below, were contributed to the Plan. Performance based contributions are set annually based on compoundedperformance goals. For 2012, annual growth rateperformance based contributions for Messrs. Warzala and Smith were based on the Company achieving a target return of operating profit are achieved.12% on beginning shareholders' equity adjusted for the issuance of any Company stock during the year. If the target growth rate isreturn was not achieved, for the three years ending December 31, 2013, 100% of the shares will vest.no performance contribution would be awarded. If either the target is achieved each year or the cumulative target is achieved during any of the three years ending December 31, 2013, one-third of the shares will vest. If the actual growth rate achieved falls between the threshold and the target growth rate, the number of shares that will vest will be equal to the target growth rate multiplied times the prorata percenta return in excess of the target growth ratewas achieved, (0%an amount equal to 100%25% of such excess is contributed equally to Messrs. Warzala and Smith. For 2012, a performance contribution of $154,564 for each of Messrs. Warzala and Smith was earned and contributed to the awarded sharesPlan.

        Effective May 31, 2011 Mr. Warzala's employment agreement was amended to add supplemental retirement contributions. Under this amendment, the Company will vest).make an annual contribution of $153,856 each May beginning in 2011 and for the next seven years ending in 2017. These contributions are guaranteed provided Mr. Warzala does not voluntarily terminate his employment and will be payable if his employment is terminated due to Employee's death, Disability, involuntary termination by the Company without Cause, or at any time and for any reason after a Change in Control. The contributions will be treated as Discretionary Contributions under the Deferred Compensation Plan.

        Other Provisions.    Messrs. SmithWarzala and WarzalaSmith participate in other benefits and perquisites as are generally provided by the Company to its employees. In addition, the Company provides each executive officer with an automobile, personal financial planning, an annual physical examination and with life insurance for which the executive may designate the beneficiaries.

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        In the event of termination priorpursuant to a change in control, the Agreements provide for continuation of salary, insurance benefits and other bonus prorations or settlements as outlined below.

        Retirement.    Payments upon retirement wouldwill be made pursuant to a retirement arrangement established with the Named Officer's consent, which may provide for the settlement of the Annual Incentive Bonus for the current year.

        Termination for Cause.    Termination for cause payments include salary continuation through the date of termination and benefit continuation until the end of the termination month.

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        Death.    Upon death, salary continues to the end of the month containing the date of death and for three months following. Any proration of the Annual Incentive Bonus is at the Board of Directors' discretion.

        Disability.    In the case of disability, salary is continued until the end of the term of the employment agreement, as adjusted for any compensation payable under any Company paid disability plan, or until long term disability insurance becomes effective. Benefits are continued as generally provided by the Company to its employees in accordance with the Company's disability plan. Any proration of the Annual Incentive Bonus is at the Board of Directors' discretion.

        Involuntary Termination for other than Cause, Retirement, Death or Disability.    Involuntary termination payments include salary continuation through the end of the termination month and for twelve months following termination. For one year following the termination, medical, dental, long-term disability and life insurance benefits equal to the coverage provided to the employee at the time of termination are provided. An amount equal to 90% of the base salary at time of termination is to be paid in lieu of the annual bonus and an equity award equal tois granted at the equity award provideddiscretion of the Board for the fiscal year in which employment is terminated.

Executive Compensation Program

        The Compensation Committee approved a revised Executive Compensation Program (ECP) for the Company's Chief Executive Officer and Chief Financial Officer effective for 2013 and thereafter. The ECP is made up of base compensation, annual incentive compensation, short-term incentive compensation (STIP), long term incentive compensation (LTIP) and deferred compensation, as further described below.

        Base Compensation.    Base compensation is comprised of the annual salary, annual time-based restricted stock awards and, for the CEO only, annual supplemental retirement contributions of $153,866 payable over seven years through May 2017. The annual time-based restricted stock awards will be equal to one-third of the CEO's then annual salary divided by the share price (average of bid and ask) on the day of the first meeting of the Board of Directors held during the current year ("First BOD meeting"). In February 2013, the Compensation Committee granted Mr. Warzala 19,454 shares of time-based restricted stock. The Compensation Committee also made a discretionary award of time-based restricted stock to Mr. Maida (4,000 shares) and Mr. Wyman (5,000 shares). The time-based shares will vest¹/3 on each of March 31, 2014, 2015, and 2016.

        Annual Incentive Plan.    The annual incentive plan is a pay-for-performance cash award plan based on the actual Economic Value Added (EVA) achieved as compared against a target EVA established for each year by the Board of Directors and the terms of which are as described above under the headingEmployment Agreements With Certain Named Executive Officers—Annual Incentive Bonus. Under the new ECP, the CEO's EVA bonus target was increased from 60% to 65% of the actual salary earned for the year and the CFO's EVA bonus target was set at 40% of the actual salary earned for the year.

        Short-Term Incentive Program (STIP).    The STIP is a pay-for-performance incentive program under which restricted stock will be awarded annually and the vesting of such awarded shares is subject to the achievement of certain annually determined performance criteria. The annual restricted stock award will be equal to two-thirds of the CEO's then annual salary and 8% of the CFO's then annual salary both divided by the share price (average of bid and ask) on the day of the First BOD meeting ("Target STIP shares"). The performance criteria required to be achieved to vest the STIP shares is based on achieving a percent that EBITDA is to sales as compared to a Target EBITDA percent. The Target EBITDA percent is equal to 105% of the three year weighted average EBITDA percent for the actual EBITDA achieved over the immediately preceding three year period. If the Target EBITDA percent is achieved or exceeded, then all of the Target STIP shares will vest. If the actual EBITDA percent is less

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than the Target EBITDA percent but greater than a Threshold EBITDA percent, then the STIP shares will vest on a prorata basis. If the actual EBITDA percent is less than the Threshold EBITDA percent, then no STIP shares will vest. Any unvested STIP shares will be forfeited and returned to the Stock Incentive Plan and be available for future awards. The Threshold EBITDA percent will be determined annually within 90 days of the beginning of the performance period, but shall not be less than the actual EBITDA percent achieved for the immediately preceding year. The Board of Directors may change the terms of the STIP at any time taking into consideration the relationship of the incentive pay earned to the increase in profitability achieved for any period. For 2013, the Compensation Committee approved the award of 38,909 shares of performance based restricted shares to Mr. Warzala and 2,000 shares for Mr. Maida. For 2013, the Target EBITDA percent is 10.0653% and the Threshold EBITDA percent is 9.2%.

        Long-Term Incentive Program (LTIP).    The LTIP is a five year pay-for-performance incentive program under which the CEO and CFO will be awarded shares based upon the achievement of an increase in sales over the five years ending December 31, 2017. Shares will be awarded annually at the first meeting of the Board of Directors held after the end of the current year ("Annual BOD meeting") based on the actual increase in sales achieved over the prior year. The sales target to be achieved over the five year period beginning in 2013 is $250 million ("Sales Target"), an increase in sales of $148.5 million over the base sales of $101.5 million in 2012. The target incentive compensation to be paid upon the achievement of the Sales Target is the award of the number of shares that equals $2,050,000 for the CEO and $210,000 for the CFO ("Target LTIP") paid on a prorata basis. For every million dollar increase in sales, the CEO will be awarded shares of stock with a value equal to $13,804.71 and the CFO will be awarded shares of stock with a value equal to $1,414.14 in each case based on the stock price (average of bid and ask) on the day of the First BOD meeting (the "Shares per Million"). The number of shares to be awarded annually will be determined by multiplying the Shares per Million by the actual increase in sales (stated in millions). The increase in sales can be achieved in two ways—organic sales growth and acquired sales (defined as the actual sales achieved by any company or business unit acquired by Allied Motion for the trailing twelve months immediately preceding the closing date of such acquisition). The shares related to the actual organic sales growth will be awarded at the Annual BOD meeting with no restrictions. The shares related to acquired sales will be awarded at the Annual BOD meeting in the form of restricted stock that will vest annually (¹/5 each year) over the following five years. When calculating the increase in sales, the Company will make appropriate adjustments to account for any acquired sales for which a LTIP payment has been paid. If the recipient's employment with the Company is terminated due to cause or voluntary resignation, any unvested LTIP shares will be forfeited. The Board of Directors may change the terms of the LTIP at any time taking into consideration the relationship of the incentive pay earned to the increase in profitability achieved for any period.

        Deferred Compensation (DCP).    The DCP is granted.a pay-for-performance incentive plan that will make an annual performance contribution into the CEO's deferred compensation account based on the achievement of a minimum return on equity ("ROE Target") pursuant to the terms of the Deferred Compensation Plan as described above in the first paragraph under the headingEmployment Agreements With Certain Named Executive Officers—Nonqualified Deferred Compensation. The ROE Target (12% for 2013) will be determined each year by the Board of Directors within 90 days of the beginning of the performance period, and the performance contribution will be capped at an amount that is equal to one time the CEO's base pay in any given year.

Consulting Agreement

        Effective January 4, 2011, the Company entered into a five-year consulting agreement with Mr. Smith that will become effective upon his retirement as a full time employee of the Company on March 31, 2013. Upon his retirement, Mr. Smith will receive an annual consulting fee, paid monthly,

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and will be available to work part time as an independent contractor on assignments as requested by the Chief Executive Officer and agreed upon by Mr. Smith. After his retirement, Mr. Smith will continue to serve as a Board Member of the Company as recommended by the Board of Directors and approved by the Company's shareholders.

Change in Control Agreements

        The Company has entered into separate agreements with Messrs. Smith, Warzala and Wyman,Maida, for termination resulting within 90 days prior to or 24 months following a change in control of the Company. The agreements are extended automatically on January 1 of each year to a total term of two years, unless notice of non-renewal is given by the Company not later than the September 30 immediately preceding such January (meaning that notice must be given at least 15 months prior to termination). Under the terms of the agreements, upon termination by the Company (other than for cause as defined in the agreement) or by the executive for good reason (as defined in the agreement), they are entitled to receive a severance payment equal to 2.5 times (one times for Mr. Wyman)Maida) the sum of current annual base salary plus the highest amount paid or payable under the Annual Incentive Bonus Plan for any of the three preceding fiscal years, an allocation for incentive compensation for the current year up to the date of termination and a monthly payment for a two year period equal to 25% of the base salary for the individual to acquire insurance benefits. Any payments due under the Long-Term Incentive Payment Plan shall be paid in accordance with the plan provisions. The Company has a similar agreementsagreement (providing one times severance payments) with certainone other key executives.officer. The change in control agreements are applicable to a change in control of the Company or of the subsidiary or division for which the executive is employed and require the key executives to remain in the employ of the Company for a specified period in the event of a potential change in control of the Company and provide employment security to them in the face of pressures to sell the Company or in the event of take-over threats, so that they can devote full time and attention to the Company's efforts free of concern about discharge in the event of a change in control of the Company. The Board of Directors has considered termination of these agreements and determined that the reasons for executing the agreements are valid and concluded that notices of non-renewal would not be in the best interests of the shareholders.

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Outstanding Equity Awards at 20092012 Fiscal Year End

        The following table shows all outstanding equity awards held by the Named Executive Officers as of December 31, 2009.2012.

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(3)

Performance targets established in 2012 were not met as of December 31, 2012 and therefore, 10,000 shares forfeited December 31, 2012, leaving 21,346 shares that could vest in future periods. Assuming continued service with the Company, 11,347 shares vest on March 31, 2013 6,666 shares vest on March 31, 2014, and 3,333 shares vest on March 31, 2015.

(4)

Assuming continued employment with the Company, 6662,000 shares vest on March 31, 2010, and 3332014, 2,000 shares vest on March 31, 2012.

Option Exercises2015 and Stock Vested in 2009

        The following table shows all stock options exercised and value realized upon exercise, and all stock awards vested and value realized upon vesting by the Named Executive Officers during 2009.

		Option Awards						Stock Awards
Name		Number of Shares Acquired on Exercise (#)			Value Realized on Exercise ($)(1)			Number of Shares Acquired on Vesting (#)			Value Realized on Vesting ($)(2)
Richard S. Warzala			—			—			14,000		$	21,840
Richard D. Smith			—			—			14,000		$	21,840
Kenneth R. Wyman			30,000		$	21,600			1,000		$	1,560

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(1)

Value realized equals the difference between the option exercise price and the fair market value of the Company's common stock2,000 shares vest on the date of exercise, multiplied by the number of shares for which the option was exercised.March 31, 2016.

(2)(5)

Value realized equalsAssuming continued employment with the market value of the Company's common stockCompany, 3,666 shares vest on the vesting date, multiplied by the number ofMarch 31, 2013, 3,000 shares that vested.vest on March 31, 2014 and 1,666 shares vest on March 31, 2015.

Director Compensation for 20092012

        The Board of Directors holds four regular full day meetings each year. Non-employeeThrough March 2013, non-employee directors receivereceived an annual retainer of $19,000,$22,000, paid quarterly, plus $900$1,200 per full day meeting of the board

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attended and $600 per telephone meeting attended. The Audit Committee chairman receives an annual retainer of $6,800,$7,200, the Compensation Committee and Governance and Nominating Committee chairmen each receive an annual retainer of $4,000$4,700 and each committee member receives a $1,700$2,000 annual retainer, each of which are paid quarterly.

        Beginning April 2013, non-employee directors will receive an annual retainer of $25,000, paid quarterly, plus $1,500 per full day meeting of the board attended and $700 per telephone meeting attended. The Audit Committee chairman will receive an annual retainer of $7,500, the Compensation Committee and Governance and Nominating Committee chairmen will each receive an annual retainer of $5,000 and each committee member will receive a $2,000 annual retainer, each of which are paid quarterly. The Chairman of the Board will receive an additional annual retainer of $25,000, paid quarterly.

        The following table shows the compensation paid by the Company to each non-employee Directorsdirector for 2009.2012.

Name		Fees Earned or Paid in Cash ($)			Stock Awards ($)(1)			Total ($)
Joseph W. Bagan		$	28,800		$	35,650		$	64,450
Richard D. Federico		$	28,800		$	35,650		$	64,450
S. R. (Rollie) Heath, Jr.		$	31,200		$	21,390		$	52,590
Delwin D. Hock		$	37,800		$	28,520		$	66,320
Gerald J. (Bud) Laber		$	38,350		$	28,520		$	66,870
George J. Pilmanis		$	35,850		$	24,955		$	60,805
Michel M. Robert		$	27,300		$	21,390		$	48,690

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Name		Fees Earned or Paid in Cash ($)			Stock Awards ($)(1)			Total ($)
Delwin D. Hock		$	30,100		$	3,630		$	33,730
Graydon D. Hubbard		$	32,600		$	3,630		$	36,230
George J. Pilmanis		$	28,500		$	2,420		$	30,920
Michel M. Robert		$	21,800		$	2,420		$	24,220
S. R. (Rollie) Heath, Jr.		$	23,400		$	2,420		$	25,820

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(1)

Represents the total grant date fair value of stock awards on the date of the award. The fair values of these awards were based on the average closing bid and ask price of the Company's common stock as reported on the Nasdaq Global Market on the date of grant.

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        The aggregate number of stock options, all of which are exercisable, and unvested stock awards outstanding for each non-employee director as of December 31, 2009 are2012 is shown below:

Name		Number of Shares Unvested Stock Awards
Joseph W. Bagan			5,000
Richard D. Federico			5,000
S. R. (Rollie) Heath, Jr.			5,743
Delwin D. Hock			7,742
Gerald J. (Bud) Laber			8,333
William P. Montague			—	(1)
George J. Pilmanis			6,909	(2)
Michel M. Robert			5,743

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		Number of Shares
Name		Unvested Stock Awards			Stock Options
Delwin D. Hock			4,500			30,000
Graydon D. Hubbard			5,166			25,000
George J. Pilmanis			3,500			35,000
Michel M. Robert			3,500			40,000
S. R. (Rollie) Heath, Jr.			4,000			—

(1)

Mr. Montague was elected to the Board of Directors effective February 2013.

(2)

Mr. Pilmanis retired from the Board of Directors effective February 2013. The Board approved the vesting of all his unvested awards upon his retirement.

        The Board approved grants of restricted shares to each of the non-employee directorsdirector effective March 11, 2010,February 16, 2013, with one-third vesting each year on March 31, 2011, 20122014, 2015 and 20132016 as follows: Mr. Montague, 5,000 shares; Messrs. Hock and Pilmanis, 3,230Laber, 4,000 shares each; Messrs. Bagan, Federico and Heath, 3,500 shares each; Mr. Hubbard, 3,285 shares; Messrs. Heath and Robert, 2,230 shares each.

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OWNERSHIP OF COMPANY STOCK

Security Ownership of Certain Beneficial Owners

        To the best of our knowledge, no person or group (as those terms are used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) beneficially owned, as of the Record Date, more than five percent of the shares of Common Stock outstanding, except as set forth in the following table.

Name and Address of Beneficial Owner		Amount of Common Stock Beneficially Owned			Percent of Common Stock(1)
Richard S. Warzala			870,518	(2)		9.8	%
23 Inverness Way East,
Suite 150 Englewood, Colorado 80112
Richard D. Smith			652,201	(3)		7.4	%
23 Inverness Way East,
Suite 150 Englewood, Colorado 80112
Eugene E. Prince.			633,780	(4)		7.2	%
7560 Panorama Drive
Boulder, Colorado 80303
Juniper Public Fund, L.P.			552,782	(5)		6.2	%
600 Madison Avenue, 16th Floor
New York, New York 10022

---

Name and Address of Beneficial Owner			Amount of Common Stock Beneficially Owned			Percent of Common Stock(1)
Richard D. Smith				1,022,504	(2)		12.9	%
	23 Inverness Way East, Suite 150
	Englewood, Colorado 80112
Richard S. Warzala				793,140	(3)		10.2	%
	23 Inverness Way East, Suite 150
	Englewood, Colorado 80112
Eugene E. Prince.				749,366	(4)		9.7	%
	7560 Panorama Drive
	Boulder, Colorado 80303
Peter H. Kamin				567,700	(5)		7.3	%
	c/o The Nelson Law Firm, LLC
	75 South Broadway, 4th Floor
	White Plains, New York 10601

---

(1)

The percentages are based upon 7,730,4828,847,962 shares of Common Stock outstanding as of the Record Date, except for certain beneficial owners who hold stock options. The percentage for each beneficial owner holding presently exercisable stock options is based upon the sumDate.

Table of 7,730,482 shares plus the number of shares subject to presently exercisable stock options held only by such beneficial owner, as indicated in the following notes.

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(2)

Includes 188,050 shares of Common Stock which Mr. Smith has the right to acquire upon the exercise of outstanding options, 52,550123,042 shares of Common Stock granted as incentive restricted shares under the Company's stock incentive plans that have not yet vested and 373,205vested. Includes 11,776 shares of Common Stock held bycredited to the Company's Employee Stock Ownership Plan ("ESOP") account of Mr. Warzala and 65,501 shares of Common Stock held by Mr. Warzala's children.

(3)

Includes 31,346 shares of Common Stock granted as ofincentive restricted shares under the Record Date, as to which Mr. Smith could be deemed toCompany's stock incentive plans that have shared investment power as a trustee of the ESOP, which includes 12,791not yet vested. Includes 15,912 shares of Common Stock credited to the ESOP account of Mr. Smith. Includes 360,488Smith and 604,043 shares of Common Stock held by Smith Family Trust, of which Mr. Smith is trustee. Includes 900 shares held by Mr. Smith's wife's IRA.

Except as set forth in this note (3)

Includes 60,000, does not include shares of Common Stockheld by the ESOP as to which Mr. Warzala has the right to acquire upon the exercise of outstanding options and 170,100 shares of Common Stock grantedSmith serves as incentive restricted shares under the Company's stock incentive plans that have not yet vested. Includes 8,736 shares of Common Stock credited to the ESOP account of Mr. Warzala and 57,754 shares of Common Stock held by Mr. Warzala's children.a trustee.

(4)

Includes 88,800 shares of Common Stock held by the Prince Children's Trusts, of which Mr. Prince's wife is trustee and as to which Mr. Prince disclaims beneficial ownership.

(5)

Based on a Statement on Schedule 13G13D filed by Mr. Kamin with the Securities and Exchange Commission on or about February 2, 2005. Includes 131,400 shares of Common Stock heldMarch 1, 2013 by Peter H. Kamin Childrens Trust, 157,732 shares held by Peter H. Kamin ProfitJuniper Public Fund, L.P., Juniper HF Investors II, LLC, Juniper Investment Company, LLC, Alexis P. Michas and John A. Bartholdson.

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Sharing Plan, 7,800 shares held by Peter H. Kamin Family Foundation and 59,300 shares held by 3K Limited Partnership, all as to which Mr. Kamin has sole voting and investment power.

Security Ownership of Management and Directors

        The following table sets forth certain information available to the Company with respect to shares of Common Stock owned by each director, each nominee for director, each executive officer and all directors, nominees and executive officers as a group, as of the Record Date:

		Amount and Nature of Beneficial Ownership
Name		Common Stock			Unvested Restricted Stock			Total Beneficial Ownership			Percentage of Common Stock(1)
Joseph W. Bagan.			393			8,500			8,893		*
Richard D. Federico			3,474			8,500			11,974		*
S. R. (Rollie) Heath, Jr.			19,533			9,243			28,776		*
Delwin D. Hock			50,751			11,742			62,493		*
Gerald J. (Bud) Laber.			9,167			12,333			21,500		*
Robert P. Maida.			—			18,000			18,000		*
William P. Montague			—			5,000			5,000		*
Michel M. Robert			198,537			8,743			207,280	(2)	2.4%
Richard D. Smith			620,855			31,346			652,201	(3)	7.4%
Richard S. Warzala			747,476			123,042			870,518	(4)	9.8%
Kenneth R. Wyman			27,757			13,332			41,089	(5)	*
Employee Stock Ownership Plan			373,438			—			373,438	(6)	3.6%
All directors, nominees and executive officers as a group			2,051,381			249,781			2,301,162		26.0%

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Directors, Nominees and Executive Officers		Amount of Common Stock Beneficially Owned			Percentage of Common Stock(1)
Delwin D. Hock			69,493	(2)	*
Graydon D. Hubbard			74,035	(3)	*
George J. Pilmanis			59,009	(4)	*
Michel M. Robert			259,480	(5)	3.3%
S. R. (Rollie) Heath, Jr.			13,730	(6)	*
Richard D. Smith			1,022,504	(7)	12.9%
Richard S. Warzala			793,140	(8)	10.2%
Kenneth R. Wyman			30,155	(9)	*
All directors, nominees and executive officers as a group			2,321,546	(10)	28.7%

---

*

Less than 1.0%.

(1)

The percentages are based upon 7,730,4828,847,962 shares of Common Stock outstanding as of the Record Date, except for certain beneficial owners who hold stock options. The percentage for each beneficial owner holding presently exercisable stock options is based upon the sum of 7,730,482 shares plus the number of shares subject to presently exercisable stock options held only by such beneficial owner, as indicated in the following notes.Date.

(2)

Includes 30,000 shares of Common Stock which Mr. Hock has the right to acquire upon the exercise of outstanding options and 7,730 shares of Common Stock granted as incentive restricted shares under the Company's stock incentive plans that have not yet vested.

(3)

Includes 25,000 shares of Common Stock which Mr. Hubbard has the right to acquire upon the exercise of outstanding options and 8,451 shares of Common Stock granted as incentive restricted shares under the Company's stock incentive plans that have not yet vested.

(4)

Includes 35,000 shares of Common Stock which Mr. Pilmanis has the right to acquire upon the exercise of outstanding options and 6,730 shares of Common Stock granted as incentive restricted shares under the Company's stock incentive plans that have not yet vested.

(5)

Includes 40,000 shares of Common Stock which Mr. Robert has the right to acquire upon the exercise of outstanding options and 5,730 shares of Common Stock granted as incentive restricted shares under the Company's stock incentive plans that have not yet vested. Includes 160,000152,688 shares held by Mr. Robert's IRA. Includes 50,00040,900 shares held by Mr. Robert's Childrens' trusts, of which Mr. Robert's wife is a co-trustee.

(6)(3)

Includes 6,230 sharesSee note (3) under "Security Ownership of Common Stock granted as incentive restricted shares under the Company's stock incentive plans that have not yet vested.Certain Beneficial Owners."

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(7)(4)

See note (2) under "Security Ownership of Certain Beneficial Owners."

(8)

See note (3) under "Security Ownership of Certain Beneficial Owners."

(9)(5)

Includes 20,000 shares of Common Stock which Mr. Wyman has the right to acquire upon the exercise of outstanding options and 2,999 shares of Common Stock granted as incentive restricted shares under the Company's stock incentive plans that have not yet vested. Includes 6,7599,044 shares of Common Stock credited to the ESOP account of Mr. Wyman.

(10)(6)

Includes (i) 393,050Mr. Smith is a trustee of the ESOP and could be deemed to have shared investment power over those shares. The ESOP holds an aggregate of 410,170 shares of Common Stock, which directors and executive officers haveincluding 15,912 shares credited to the right to acquire upon the exercise of outstanding options; (ii) 257,521 shares of Common Stock granted to directors and executive officers as incentive restricted shares under the Company's stock incentive plans that have not yet vested; and (iii) 373,205 shares of Common Stock held by the ESOP as to which Mr. Smith has shared investment power as trustee of the ESOP, which includes 12,791 shares of Common Stock held by the ESOP for the account of Mr. Smith, 8,73611,776 shares of Common Stock held bycredited to the ESOP for the account of Mr. Warzala and 6,7599,044 shares of Common Stock held bycredited to the ESOP for the account of Mr. Wyman.Wyman previously reported in this table.

Section 16(a) Beneficial Ownership Reporting Compliance

        Section 16(a) of the Securities Exchange Act of 1934 requires directors and executive officers and persons who own more than ten percent of the Company's Common Stock to report their ownership and any changes in that ownership to the Securities and Exchange Commission. The Company believes that all Section 16(a) filing requirements applicable to its directors, executive officers and greater than ten percent beneficial owners were met for 2009,2012, except that two individuals filed onetwo Form 4 each4s to report Common Stock transactions late.

PROPOSAL TWO: AN ADVISORY VOTE TO APPROVE AN AMENDMENT TO THE COMPANY'S ARTICLES
COMPENSATION OF INCORPORATION TO ADOPT A MAJORITY VOTE STANDARD IN UNCONTESTED ELECTIONS OF DIRECTORS AND A PLURALITY VOTE STANDARD IN CONTESTED ELECTIONS OF DIRECTORSOUR NAMED EXECUTIVE OFFICERS

        Upon recommendationShareholders are being asked to approve, on an advisory, non-binding basis, the compensation of our Named Executive Officers, as disclosed in this proxy statement in accordance with Securities and Exchange Commission rules. This proposal, commonly known as a "Say-on-Pay" proposal, gives you, as a shareholder, the opportunity to express your views on our Named Executive Officers' compensation. Your vote is not intended to address any specific item of our compensation program, but rather to address our overall approach to the compensation of our Named Executive Officers described in this proxy statement.

        Our executive compensation programs are designed to attract, motivate, and retain our executive officers, who are critical to our success. Under these programs, our Named Executive Officers are rewarded for the achievement of our shorter-term and longer-term financial and strategic goals and for driving corporate performance. The programs contain elements of cash and equity-based compensation and are designed to align the interests of our executives with those of our shareholders.

        The "Executive Compensation" section of this proxy statement describes in detail our executive compensation programs and the decisions made by the Compensation Committee. As we describe in this section of the Governanceproxy statement, our executive compensation program incorporates a pay-for-performance philosophy that supports our business strategy and Nominating Committee,aligns the interests of our executives with our shareholders. The Board believes this link between compensation and the achievement of our short- and long-term business goals has helped drive the Company's performance over time. At the same time, we believe our program does not encourage excessive risk-taking by management.

        Our Board of Directors is asking shareholders to approve a non-binding advisory vote on the following resolution:

RESOLVED, that Allied Motion Technologies Inc's shareholders approve, on an advisory basis, the compensation paid to the Named Executive Officers, as disclosed in this proxy statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission.

        This vote on the Named Executive Officer compensation is advisory, and therefore will not be binding on the Company and will not affect and existing compensation or award programs. However, we value the opinions expressed by our shareholders and the Board of Directors has approved, subject toand the approval of the Company's shareholders, an amendment to the Company's Amended and Restated Articles of Incorporation (the "Company Articles"), to adopt a majority vote standard for uncontested elections of directors and a plurality vote standard for contested elections of directors.

        The Company Articles currently provide that Directors shall be elected upon receiving the affirmative vote of the holders of at least two-thirds of the shares of the Company entitled to vote thereon. The Board of Directors believes that it is in the best interests of the Company and its shareholders to amend the Company Articles in order to eliminate the two-thirds voting standard in an election of directors and to require that a nominee for director in an uncontested election receive a majority of the votes cast with respect to such director's election in order to be elected to the Board of Directors (a "majority vote standard").

        Under a majority vote standard, each vote is specifically counted "for" or "against" the director's election. An affirmative majority of the total number of votes cast "for" or "against" a director nominee will be required for election. Shareholders will continue to be entitled to abstain with respect to the election of a director. Abstentions and broker non-votes will not be considered votes cast at the shareholder meeting and will be excluded in determining the number of votes cast "for" or "against" a director nominee.Compensation

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        Recent New York Stock Exchange rules changes prohibit brokers from voting forCommittee expect to consider the electionoutcome of directors unless they receive specific directions from the beneficial owners of shares held in "street name". Historically, in uncontested elections, manyvote, along with other relevant factors, when considering future compensation programs.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE APPROVAL OF THIS PROPOSAL. UNLESS OTHERWISE INSTRUCTED, PROXIES WILL BE VOTED "FOR" THE APPROVAL.

PROPOSAL THREE: AN ADVISORY VOTE ON THE FREQUENCY OF
FUTURE EXECUTIVE COMPENSATION ADVISORY VOTES

        In addition to Proposal Two above, shareholders have not botheredare being asked to vote, or to instruct their brokerson an advisory basis, on how to vote. This proposed amendment tofrequently the Company Articles will allow uncontested elections for Directors to be decided by the majority of shares actually voted, provided a quorum is present at theshould ask shareholders meeting, rather than the affirmative vote of two-thirds of the shares entitled to vote thereon. Our Governance and Nominating Committee (composed entirelyon the compensation of Independent Directors) and our entire Board both unanimously determined thatnamed executive officers. Shareholders may vote to have a Say-on-Pay vote held annually, every two years or every three years or abstain. As required under SEC rules, this proposed amendment likelynon-binding "frequency" vote will save us additional expenses of soliciting shareholders or of adjourning annual meetings in orderbe presented to obtain required votes to elect Directors.

        The majority vote standard does not apply, however, if the Board of Directors determines that the number of candidates for election exceeds the number of directors to be elected by the shareholders at that election. In that case, the nominees receiving the highest number of affirmative votes of the shares entitled to vote at the meeting, up to the number of directors to be elected by those shares, would be elected as directors (a "plurality vote standard").least once every six years beginning with this Annual Meeting.

        Given the potential uncertainty of electing directors by a majority of votes cast in a contested election, the Board believes that a plurality vote standard in a contested election provides an effective and flexible method of providing shareholders with a meaningful role and reduces the complication in the election of directors since it eliminates the possibility of holdover directors. Under Colorado law, an incumbent director who is not re-elected may remain in office until his or her successor is elected and qualified and continue as a "holdover" director until his or her position is filled by a subsequent shareholder vote or his or her earlier resignation or removal by a shareholder vote.

        The text of the proposed amendment to the Company Articles is attached to this proxy statement as Appendix A. Effective upon shareholder approvalAfter careful consideration of this proposal, the Board of Directors has adopted an amendment todetermined that the advisory vote on the compensation of the Company's Bylaws to revise Section 2.16 toNamed Executive Officers should be held every year, and therefore recommends that you vote for a frequency of every ONE YEAR for future executive compensation advisory votes.

        The Board of Directors believes that an annual executive compensation advisory vote is consistent with our policy of reviewing our compensation program annually. We believe an annual vote would be the best governance practice for our Company Articles.

at this time. The affirmativeproxy card provides shareholders with the opportunity to choose among four options (holding the vote of two-thirdsonce a year, every two years or every three years, or abstaining) and, therefore, shareholders will not be voting to approve or disapprove the recommendation of the shares entitled to vote at the Meeting is required to approve this Proposal Two. Abstentions and broker non-votes will have the same effect as votes against this Proposal Two. Unless otherwise instructed, proxies will be voted "FOR" the approvalBoard of this Proposal Two.Directors.

        THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" PROPOSAL TWO TO APPROVE AN AMENDMENT TO THE COMPANY'S ARTICLESA ANNUAL EXECUTIVE COMPENSATION ADVISORY VOTE. UNLESS OTHERWISE INSTRUCTED, PROXIES WILL BE VOTED FOR A FREQUENCY OF INCORPORATION TO ADOPT A MAJORITY VOTE STANDARD IN UNCONTESTED ELECTIONS OF DIRECTORS AND A PLURALITY VOTE STANDARD IN CONTESTED ELECTIONS OF DIRECTORS.EVERY ONE YEAR.

PROPOSAL THREE: TO APPROVE AN AMENDMENT TOFOUR: APPROVAL OF THE COMPANY'S RESTATED
2007 STOCK INCENTIVE PLAN

        The Board of Directors has approved and adopted, resolutions approving an amendmentsubject to shareholder approval, the Allied Motion Technologies Inc. 2007 Stock Incentive Plan, as restated (the "Plan"). The Plan was first effective April 1, 2007. The restatement of the Plan, if approved, will be effective February 15, 2013. The purpose of the restatement is to (i) increase the totalaggregate number of shares of Common Stock authorized for issuance under the Plan by 900,000 shares, from 900,000 shares to 1,800,000; (ii) allow for the issuance of Performance Awards; and (iii) provide that performance-based compensation paid under the Plan will be deductible by the Company for federal income tax purposes pursuant to increaseSection 162(m) of the number of shares that may be granted as restricted stock in any year to an individual.

Internal Revenue Code. The following summary describes the material terms of the Plan.Plan, as restated. This summary is qualified in its entirety by reference to the full text of the Plan, as amended. The amendmentrestated, which is attached to this proxy statement as Appendix B.

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        The purposes of the Plan are to promote the long-term financial success of the CorporationCompany and to increase shareholder value by providing incentives to individuals who are responsible for the conduct and management of the Corporation'sCompany's business or who are involved in endeavors significant to the Corporation'sCompany's success with an inducement to acquire ownership interests in the Corporation,Company, thus enabling the CorporationCompany to attract and retain the services of outstanding individuals upon whose judgment, interest and special effort the successful conduct of its operations largely depend. These incentives are provided through the grantgrants of restricted stock and performance based awards.

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        The purpose of the Plan is to attract and retain the services of eligible participants whose judgment, interest and special efforts will contribute to the success of the Company and will enhance the value of the Company, to provide incentive compensation opportunities that are comparable to those of the Company's competitors, and to align participants' personal interests to those of the Company's other stockholders.

        Shareholders should note that upon issuance of shares under the Plan, there would be a greater number of shares of Common Stock outstanding, and individual shareholders would, therefore, experience a reduction in the shareholders' relative percentage interest in the Company with respect to earnings per share, voting, liquidation value and book and market value per share.

Reasons for the Restatement

        The Company proposes to restate its 2007 Stock Incentive Plan to (i) increase the aggregate number of shares of Common Stock authorized for issuance because the Plan no longer has sufficient shares of stock options, stock appreciation rights,available to accommodate future grants, (ii) allow for the issuance of Performance Awards upon the achievement, during a specified performance period, of the performance goals established by the Committee within ninety days of the beginning of the performance period, and restricted stock.(iii) provide that the performance-based compensation paid under the Plan will be deductible for federal income tax purposes, which would not apply to certain qualified performance-based compensation unless the shareholders periodically approve the material terms of the Plan's performance goals, including the employees eligible for the performance-based compensation, the business criteria on which the performance goals are based, and the maximum amount of compensation payable to any eligible employee under the Plan. Shareholder approval of the Plan, as restated, would constitute approval of the material terms of the performance goals and the performance-based compensation paid under the Plan will be deductible by the Company for federal income tax purposes.

Plan Administration

        The Plan Committee.    The Plan provides for grants of awards to such employees and non-employee directors of, and such other persons who provide services to, the CorporationCompany as the committee appointed by the Corporation'sCompany's Board of Directors may select from time to time. The Plan will be administered by the committee. The composition of the committee is intended to satisfy the provisions of Section 162(m) of the Internal Revenue Code and Rule 16b-3 of the Exchange Act, with respect to grants of awards to persons subject to these laws. The Plan is currently administered by the Compensation Committee of the Board of Directors. The committee will beis authorized, among other things, to construe, interpret and implement the provisions of the Plan, to select the persons to whom awards will be granted, to determine the terms and conditions of such awards and to make all other determinations deemed necessary or advisable for the administration of the Plan. The Plan provides, subject to certain limitations, for indemnification by the CorporationCompany of any director, officer or employee against all reasonable expenses, including attorneys' fees, incurred in connection with any legal action arising from such person's action or failure to act in administering the Plan. All awards granted under the Plan will be evidenced by a written agreement between the CorporationCompany and the participant specifying the terms and conditions of the award, consistent with the requirements of the Plan. The Committee will interpret the Plan and awards granted thereunder, and all determinations of the Committee will be final and binding on all persons having an interest in the Plan or any award. After the end of the performance period, the Committee will determine and certify whether, and at what level, the Company's and individual's performance goals were achieved or exceeded and the amounts of the Awards or the status of the vesting of previously granted Restricted Stock Awards.

        Limitations on Awards.    The Plan currently permits the issuance of awards reflecting an aggregate of 300,0001,800,000 shares of the common stock of the Corporation. The amendment increased this number to 900,000 shares.Common Stock. Such shares shall be authorized but unissued shares of common stock.Common Stock. Generally, shares subject to an award that remain unissued upon expiration or cancellation of

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the award will be available for other awards under the Plan. During any calendar year, awards to a single participant will not exceed 200,000 shares subject to restricted stock awards, as increased by the amendment and 100,000 shares subject to stock options or appreciation rights.rights and 400,000 shares for performance awards.

        Adjustments to Awards.    If the committee determines that any dividend or other distribution, or stock split, subdivision, consolidation, combination, reclassification or recapitalization other similar corporate transaction or event affects the common stock such that an adjustment would be appropriate in order to prevent dilution or enlargement of the rights of participants under the Plan, then the committee will make such equitable changes or adjustments as it deems necessary to the number and kind of shares of common stock or other property which may thereafter be issued in connection with awards, the limits on individual awards, the number and kind of shares of common stock subject to each outstanding award, and the exercise price of each award.

        Amendment or Termination of the Plan.    The Board may amend or terminate the Plan at any time; provided, however, that stockholdershareholder approval will be required for any amendment for which stockholdershareholder approval is required and for any amendment which increases the number of shares subject to awards, materially modifies the requirements for eligibility for awards, or extends the term of the Plan, and no such action may, without the consent of the participant, adversely affect the participant's rights and obligations under any outstanding award. It is expected that the number of participants in the Plan will vary over the term of the Plan.

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Awards Under the Plan

        Eligibility.    Awards may be granted to employees, directors and consultants of the CorporationCompany or any present or future subsidiary of the Corporation.Company. Incentive stock options may be granted only to employees who, as of the time of grant, are employees of the CorporationCompany or any subsidiary corporation of the Corporation.Company.

        Stock Option Awards.    The committee may grant nonstatutory stock options, incentive stock options within the meaning of Code Section 422, or any combination of these. The committee will determine each option's expiration date and purchase price per share payable upon the exercise of such option, which will not be less than the fair market value of a share of common stock on the date of grant. However, any incentive stock option granted to a person who at the time of grant owns stock possessing more than 10% of the total combined voting power of all classes of stock of the CorporationCompany or any subsidiary corporation of the CorporationCompany (a "ten percent shareholder") must have an exercise price equal to at least 110% of the fair market value of a share of common stock on the date of grant.

        Options will become vested and exercisable at such times or upon such events and subject to such terms, conditions, performance criteria or restrictions as specified by the committee. The maximum term of any option granted under the Plan is ten years, provided that an incentive stock option granted to a ten percent shareholder must have a term not exceeding five years. Unless otherwise permitted by the committee, an option generally will remain exercisable for thirty days following the participant's termination of service, provided that if service terminates as a result of the participant's death, the option generally will remain exercisable for six months and if service terminates as a result of the participant's death,disability, the option will remain exercisable for three months, but in any event the option must be exercised no later than its expiration date.

        Options are nontransferable by the participant other than by will or by the laws of descent and distribution, and are exercisable during the participant's lifetime only by the participant.

        The Plan provides that the option exercise price may be paid in cash, by check, or in cash equivalent; by means of a cashless exercise; by tender to the CorporationCompany of shares of common stock owned by the participant having a fair market value not less than the exercise price; by such other lawful consideration as approved by the committee; or by any combination of these. Nevertheless, the committee may restrict the forms of payment permitted in connection with any option grant. No option

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may be exercised unless the participant has made adequate provision for federal, state, local and foreign taxes, if any, relating to the exercise of the option, including, if permitted or required by the Corporation,Company, through the participant's surrender of a portion of the option shares to the Corporation.Company.

        Stock Appreciation Right Awards.    Stock appreciation rights awarded pursuant to the Plan will become exercisable at such times and upon such conditions as the committee may determine. The committee will determine the expiration date and exercise price of such stock appreciation right, which will not be less than the fair market value of a share of common stock on the date of grant.

        Upon the exercise of any stock appreciation right, the participant is entitled to receive an amount equal to the excess of the fair market value of the underlying shares of common stock as to which the right is exercised over the aggregate exercise price for such shares. At the committee's discretion, it may make payment of this stock price appreciation in cash or in shares of common stock whose fair market value on the exercise date equals the payment amount. The payment will be made in a lump sum. The maximum term of any stock appreciation right granted under the Plan is ten years.

        Stock appreciation rights generally are nontransferable by the participant other than by will or by the laws of descent and distribution, and generally are exercisable during the participant's lifetime only by the participant. Other terms of stock appreciation rights generally are similar to the terms of comparable stock options.

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        Restricted Stock Awards.    Shares of restricted stock awarded pursuant to the Plan will become vested at such times as the committee may determine. The committee will determine whether such shares of restricted stock will be issued at the beginning of the restriction period, in which cashcase the participant will be eligible to receive any dividends paid on such shares and the participant will be entitled to vote such shares during the restriction period, or at the end of the restriction period.

        Performance Awards.    In addition to granting options, stock appreciation rights and restricted stock, the committee shall, subject to the limitations of the Plan, have authority to grant cash awards to participants. Restrictions and contingencies limiting the right to receive a cash payment pursuant to a cash award shall be based upon the achievement of single or multiple performance objectives over a performance period established by the committee. All cash awards under the Plan shall be designated as performance awards. The determinations made by the committee shall be specified in the applicable Agreement. The committee may designate any options, stock appreciation rights and restricted stock as a performance award. In addition, unrestricted shares of Common Stock may be granted as a performance award.

        Performance Objectives.    The grant or vesting of a performance award shall be subject to the achievement of performance objectives over a performance period established by the committee based upon one or more of the following business criteria that apply to the participant, one or more business units, divisions or subsidiaries of the Company or the applicable sector of the Company, or the Company as a whole, and if so desired by the committee, by comparison with a peer group of companies:

•

increased revenue or sales;



•

net income measures (including income after capital costs and income before or after taxes);



•

stock price measures (including growth measures and total shareholder return); price per share of Stock;



•

market share;



•

earnings per share (actual or targeted growth);



•

earnings before interest, taxes, depreciation and amortization (EBITDA);

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•

economic value added (EVA) (or an equivalent metric);



•

market value added;



•

debt to equity ratio;



•

cash flow measures (including cash flow return on capital, cash flow return on tangible capital, net cash flow and net cash flow before financing activities);



•

return measures (including return on equity, return on average assets, return on capital, risk-adjusted return on capital, return on investors' capital and return on average equity);



•

operating measures (including operating income, funds from operations, cash from operations, after-tax operating income, sales volumes, production volumes and production efficiency);



•

expense measures (including overhead cost and general and administrative expense);



•

margins;



•

shareholder value;



•

total shareholder return;



•

proceeds from dispositions;



•

total market value and corporate values measures (including ethics compliance, environmental and safety).

Other Features of the Plan

        Approved Transactions.    The Plan provides that an "Approved Transaction" occurs upon (a) the acquisition by any person, entity or group (other than the CorporationCompany and its subsidiaries, or any employee benefit plan of the CorporationCompany or its subsidiaries), through one transaction or a series of transactions during a 24-month period, of more than 40% of the combined voting power of the then outstanding voting securities of the any subsidiary of the Corporation;Company; (b)) the sale, exchange or other disposition of all or substantially all of the assets of the any subsidiary of CorporationCompany or any division of the CorporationCompany or a subsidiary; (c) the merger or consolidation of the CorporationCompany with one or more other corporations; (d) the sale or other disposition of all or substantially all of the assets of the CorporationCompany pursuant to a plan of liquidation of the Corporation;Company; (e) the exchange by the holders of more than 50% of the outstanding shares of common stock of the CorporationCompany for securities issued by another entity; (f)) the acquisition by any person, entity or group (other than the CorporationCompany and its subsidiaries, or any employee benefit plan of the CorporationCompany or its subsidiaries), through one transaction or a series of transactions during a 24-month period, of more than 40% of the combined voting power of the then outstanding voting securities of the Corporation;Company; or (g) a change in the majority of the members of the Board other than by voluntary resignation, retirement or death during a 24 month period.

        In the event of an Approved Transaction, with respect to any participant whose employment or service is affected by the approved transaction, as determined under the Plan, all stock options and stock appreciation rights held by such participant will become exercisable, and the restriction period will lapse with respect to all restricted stock.

        If an Approved Transaction occurs, the committee may direct, without the consent of any participant, that the surviving, continuing, successor or purchasing entity or its parent either will assume all outstanding options and stock appreciation rights or substitute substantially equivalent options or rights for its stock. If any option or stock appreciation right is not to be assumed or substituted for as provided in the preceding sentence, and is not to be canceled as provided in the following paragraph, in connection with an Approved Transaction, the committee, in its sole discretion, may give written notice to the participant establishing a date by which such option or stock appreciation right must be exercised (to the extent vested) prior to the consummation of the Approved Transaction. Any such

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option or stock appreciation right that is not exercised by the date specified in such notice shall terminate upon the consummation of the Approved Transaction.

        If an Approved Transaction occurs, the Plan also authorizes the committee, in its discretion and without the consent of any participant, to cancel each or any outstanding option or stock appreciation right upon such Approved Transaction in exchange for a payment to the participant with respect to each vested share subject to the cancelled award of an amount equal to the excess of the fair market value per share over the exercise price per share of such award multiplied by the number of shares underlying such award, with such payment to be made in cash, in shares of stock of the corporation or other entity which is a party to the approved transaction, or any other property which has a fair market value equal to the payment due the participant.

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Certain Federal Income Tax Consequences

        The following discussion is a brief summary of certain U.S. federal income tax consequences under current federal income tax laws relating to awards under the Plan. This summary is not intended to be exhaustive and, among other things, does not describe state, local or foreign income and other tax consequences.

        Non-Qualified Stock Options.    A participant will not recognize any taxable income upon the grant of a non-qualified stock option. The CorporationCompany will not be entitled to a tax deduction with respect to the grant of a non-qualified stock option. Upon exercise of a non-qualified stock option, the excess of the fair market value of common stock on the exercise date over the option exercise price will be taxable as compensation income to the participant and will be subject to applicable withholding taxes. The CorporationCompany will generally be entitled to a tax deduction at such time in the amount of such compensation income. The participant's tax basis for common stock received pursuant to the exercise of a non-qualified stock option will equal the sum of such compensation income and the exercise price. In the event of a sale, exchange or other distribution of common stock received upon the exercise of a non-qualified stock option, any appreciation or depreciation after the exercise date generally will constitute a capital gain or loss.

       ��Incentive Stock Options.    A participant will not recognize any taxable income at the time of grant or timely exercise of an incentive stock option and the CorporationCompany will not be entitled to a tax deduction with respect to such grant or exercise. The exercise of an incentive stock option may, however, give rise to taxable compensation income, and a tax deduction to the Corporation,Company, if the incentive stock option is not exercised on a timely basis (generally, while the participant is employed by the CorporationCompany or within 90 days after termination of employment) or if the participant subsequently engages in a "disqualifying disposition" as described below. A sale or exchange by a participant of shares acquired upon the exercise of an incentive stock option more than one year after the transfer of the shares to such participant and more than two years after the date of grant of the incentive stock option will result in any difference between the net sale proceeds and the exercise price being treated as long-term capital gain (or loss) to the participant. If such sale or exchange takes place within two years after the date of the grant of the incentive stock option or within one year from the date of the issuance of the incentive stock option shares to the participant, such sale or exchange generally will constitute a "disqualifying disposition" of such shares that will have the following results: any excess of (a) the lesser of (i) the fair market value of the shares at the time of exercise of the incentive stock option and (ii) the amount realized on such disqualifying disposition of the shares over (b) the option exercise price of such shares will be ordinary income to the participant and the CorporationCompany will generally be entitled to a tax deduction in the amount of such income. Any further gain or loss after the date of exercise generally will constitute a capital gain or loss and will not result in any deduction by the Corporation.Company. The amount by which the fair market value of the common stock on the exercise date of any incentive stock option exceeds the option price will be an item of adjustment for purposes of the "alternative minimum tax" imposed by Code Section��Section 55.

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        Transferred Options: Estate and Gift Taxes.    If incentive stock options or non-qualified stock options are held until death, federal and, if applicable, state estate and inheritance taxes would be imposed on the fair market value of the options at the time of death.

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        Restricted Stock.    A participant generally will not realize taxable income and the CorporationCompany will not be entitled to a deduction upon the grant of restricted stock. At the time the shares are no longer subject to a substantial risk of forfeiture (as defined in the Code) or become transferable, the participant will realize taxable ordinary income in an amount equal to the fair market value of such number of shares which have become nonforfeitable or transferable. However, a participant may make an income recognition election under Code Section 83(b) (an "83(b) Election"), within 30 days of the grant of restricted shares, to recognize taxable ordinary income in the year the restricted stock is awarded in an amount equal to their fair market value at the time of the award, determined without regard to the restrictions. In that event, the CorporationCompany will be entitled to a deduction in such year in the same amount, provided that the CorporationCompany complies with applicable income tax reporting requirements, and any gain or loss realized by the participant upon the subsequent disposition of the shares will be capital gain or loss and will not result in any further deduction to the Corporation.Company. Any dividends with respect to the restricted shares that are paid or made available to a participant who has not made an 83(b) Election while the shares remain forfeitable are treated as additional compensation taxable as ordinary income to the participant and deductible by the CorporationCompany when paid. If an 83(b) Election has been made with respect to the restricted shares, the dividends represent ordinary dividend income to the participant and are not deductible by the Corporation.Company. If the participant makes an 83(b) Election and subsequently forfeits the shares, the participant is not entitled to a deduction as a consequence of such forfeiture, and the CorporationCompany must include as ordinary income the amount it previously deducted in the year of grant with respect to such shares.

        Stock Appreciation Rights.    There will be no federal income tax consequences to either the participant or the CorporationCompany on the grant of a stock appreciation right, or during the period that such a right remains outstanding. Upon exercise of such a right, the cash, common stock or other property received by the participant is taxable to the participant as ordinary income and the CorporationCompany will be entitled to a corresponding deduction, provided it complies with applicable income tax reporting requirements. Upon the sale of any common stock acquired by exercise of a stock appreciation right, the participant will realize long-term or short-term gain or loss, depending upon the holding period of such shares.

        Tax Consequences of Vesting Upon an Approved Transaction.    The accelerated vesting of awards under the Plan in connection with an approved transaction could cause award holders to be subject to the federal excise tax on "excess parachute payments" and cause a corresponding loss of deduction on the part of the Corporation.Company.

        Code Section 409A.    Congress enacted Section 409A of the Code under the American Jobs Creation Act of 2004. Under Code Section 409A, amounts deferred under a "nonqualified deferred compensation plan" are included in income when deferred, or when the amount is no longer subject to a substantial risk of forfeiture, if later, unless the plan complies with certain requirements imposed under Code Section 409A, including requirements related to the timing of elections and distributions. If a plan fails to comply with the requirements of Code Section 409A, then all deferred amounts are included in the individual's taxable income, and the individual is subject to an additional tax equal to 20% plus interest at the IRS underpayment rate plus 1% from the time the amount first was deferred or no longer was subject to a substantial risk of forfeiture, if later, to the time the amount is included in income. While the IRS has provided exceptions for some equity-based arrangements, other types of equity-based arrangements are considered nonqualified deferred compensation subject to Code Section 409A. Under Code Section 409A,currently available IRS guidance, exceptions from the application of Code Section 409A include transfers of restricted stock, stock options granted at fair market value (including

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nonstatutory stock options and incentive stock options), and stock appreciation rights (if the stock appreciation right is granted at the fair market value of the underlying shares of stock). The Plan is intended to be administered in a manner consistent with the requirements for exemption of the awards from Section 409A. However, notwithstanding the foregoing, neither the CorporationCompany nor the committee will

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have any liability to any person in the event Code Section 409A applies to any award in a manner that results in adverse tax consequences for the participant or any of his beneficiaries or transferees.

        Benefits under the Plan will depend on number of factors, including the fair market value of common stock on future dates and the exercise decisions made by the participants. Consequently, it is not possible to determine the benefits that might be received by the participants receiving grants under the Plan.

Required Vote

        The affirmative vote of a majority of the votes cast on the proposal, assuming a quorum is present at the Meeting, is required to approve the amendment toadoption of the 2007 Stock Incentive Plan.Plan, as restated.

        THE COMPANY'S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS ATHAT THE SHAREHOLDERS VOTE "FOR" PROPOSAL THREE TO APPROVE THE AMENDMENT TOAPPROVAL OF THE COMPANY'S RESTATED 2007 STOCK INCENTIVE PLAN. UNLESS OTHERWISE INSTRUCTED, PROXIES WILL BE VOTED "FOR" THE AMENDMENT.

PROPOSAL FOUR:FIVE: RATIFICATION OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM

        The Audit Committee of the Board of Directors has appointed Ehrhardt Keefe Steiner & Hottman PCEKS&H LLLP (EKS&H) to act as auditors for the fiscal year ending December 31, 2010.2013. EKS&H has served as the independent registered public accounting firm for the Company since 2006. A representative of EKS&H is expected to be present at the Annual Meeting and will have an opportunity to make a statement, if he or she so desires, and will be available to respond to appropriate questions.

        At the Annual Meeting, the shareholders will be asked to ratify the selection of EKS&H as the Company's independent registered public accounting firm. Pursuant to the Rules and Regulations of the Securities and Exchange Commission, the Audit Committee has the direct responsibility to appoint, retain, fix the compensation and oversee the work of the Company's independent registered public accounting firm. Consequently, the Audit Committee will consider the results of the shareholder vote on ratification, but will exercise its judgment, consistent with its primary responsibility, on the appointment and retention of the Company's independent auditors.

        The affirmative vote of a majority of the votes cast on the proposal, assuming a quorum is present at the Meeting, is required to ratify the appointment of EKS&H. The directors of the Company unanimously recommend a vote "FOR" the ratification of EKS&H as the Company's independent registered public accounting firm for 2009. Unless otherwise instructed, proxies will be voted "FOR" ratification of the appointment of EKS&H.

        The following table shows the fees paid by the Company for the audit and other services provided by EKS&H for 20092012 and 2008.2011.

		2012			2011
Audit Fees(1)		$	223,000		$	191,000
Audit-Related Fees(2)			28,000			31,000
Tax Fees(3)			107,463			125,159
Total		$	368,463		$	347,159

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		2009			2008
Audit Fees(1)		$	207,970		$	210,335
Audit-Related Fees(2)			31,533			46,896
Tax Fees(3)			61,420			88,503
Total		$	300,923		$	345,734

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(1)

Audit fees include amounts related to professional services provided in connection with the audits of the Company's annual financial statements, reviews of the Company's quarterly financial statements and audit services provided in connection with other regulatory filings,filings.

(2)

Audit-related fees consist of benefit plan audits.

(3)

Tax fees include fees for tax compliance and tax consulting.

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(3)

Tax fees principally include fees for tax compliance and tax consulting.

        The Audit Committee of the Board has adopted policies and procedures providing for the pre-approval of audit and non-audit services performed by the Company's independent registered public accounting firm. Pre-approval may be given as part of the Audit Committee's approval on the engagement of the independent auditor or on an individual case-by-case basis before the independent auditor is engaged to provide each service. The pre-approval of services may be delegated to the Audit Committee chairman, but the decision is subsequently reported to the full Audit Committee.

        The Audit Committee has considered whether provision of the non-audit related services described above is compatible with maintaining the independent accountants' independence and has determined that those services have not adversely affected EKS&H's independence.

        The affirmative vote of a majority of the votes cast on the proposal, assuming a quorum is present at the Meeting, is required to ratify the appointment of Ehrhardt Keefe Steiner & Hottman PCEKS&H LLLP as the Company's independent public accounting firm for 2010.2013.

        THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE RATIFICATION. UNLESS OTHERWISE INSTRUCTED, PROXIES WILL BE VOTED "FOR" THE RATIFICATION.

OTHER MATTERS

        Our management does not know of any other matters to come before the 20102013 Annual Meeting. However, if any other matters come before the Annual Meeting, it is the intention of the persons designated as proxies to vote in accordance with their judgment on such matters.

SHAREHOLDER PROPOSALS
FOR THE 20112014 ANNUAL MEETING

Proposals for the Company's Proxy Material

        Any Company shareholder who wishes to submit a proposal to be included in the Proxy Material for the Company's 20112014 Annual Meeting of Shareholders must submit such proposal to the Company at its office at 23 Inverness Way East,455 Commerce Drive, Suite 150, Englewood, Colorado 80112,4B, Amherst, NY 14228, Attention: Secretary, no later than November 24, 2010,29, 2013, in order to be considered for inclusion, if appropriate, in the Company's proxy statement and form of proxy relating to its 20112014 Annual Meeting of Shareholders.

Proposals to be Introduced at the Annual Meeting but not Intended to be Included in the Company's Proxy Material

        For any shareholder proposal to be presented in connection with the 20112014 Annual Meeting of Shareholders, including any proposal relating to the nomination of a director to be elected to the Board of Directors of the Company, a shareholder must give timely written notice thereof in writing to the Secretary of the Company in compliance with the advance notice and eligibility requirements contained in the Company's Bylaws. To be timely, a shareholder's notice must be delivered to the Secretary at the principal executive offices of the Company not less than 60 days and not more than 90 days prior to the first anniversary of the preceding year's annual meeting; provided, however, that in the event the date of the annual meeting has been changed by more than 30 days from the date contemplated at the time of the previous year's proxy statement, notice by the shareholder to be timely must be so received at a reasonable time before the solicitation is made. The notice must contain specified information about each nominee or the proposed business and the shareholder making the nomination or proposal.

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        Based upon a meeting date of May 12, 20118, 2014 for the 20112014 Annual Meeting of Shareholders, a qualified shareholder intending to introduce a proposal or nominate a director at the 20112014 Annual Meeting of Shareholders should give written notice to the Company's Secretary not later than March 13, 201110, 2014 and not earlier than February 11, 2011.8, 2014.

        The specific requirements of these advance notice and eligibility provisions are set forth in Article II of the Company's Bylaws, a copy of which is available upon request.

        Such requests and any shareholder proposals should be sent to the Secretary of the Company at 23 Inverness Way East, Suite 150, Englewood, Colorado 80112. After July 31, 2013, correspondence should be directed to the Company's new corporate address as follows: Allied Motion Technologies Inc., 550 Commerce Drive, Suite 4B, Amherst, NY 14228.

		BY ORDER OF THE BOARD OF DIRECTORS
		SUSAN M. CHIARMONTE Secretary

March 19, 2010

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Appendix A

Section 9.2 of the Company's Amended and Restated Articles of Incorporation will be amended and restated to read as follows:

        9.2    Election of Directors.    Except as provided in the Company's Bylaws with respect to the election of a Director to fill a vacancy in the Board of Directors, each Director shall be elected by the vote of the majority of the votes cast with respect to the Director at any shareholder meeting held for the election of directors at which a quorum is present, or an adjournment thereof; provided, however, that if as of the date that is ten days in advance of the date the Company files its definitive proxy statement (regardless of whether or not thereafter revised or supplemented) with the Securities and Exchange Commission with respect to a shareholder meeting the number of nominees for election as a Director is greater than the number of directors to be elected, then the Directors shall be elected at the meeting by the vote of a plurality of the shares represented in person or by proxy at that meeting and entitled to vote on the election of Directors. For purposes of this Section, a majority of the votes cast means the number of shares voted "for" a Director exceeds the number of votes cast "against" the Director. Broker non-votes and abstentions will not be considered votes cast at the shareholder meeting and will be excluded in determining the number of votes cast at the shareholder meeting. Each Director shall hold office for the term for which he is elected and until his successor has been elected and qualified.

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Appendix B

AMENDMENT NO. 1
TO THE
ALLIED MOTION TECHNOLOGIES INC.
2007 STOCK INCENTIVE PLAN

        THIS AMENDMENT is made by Allied Motion Technologies Inc., a Colorado corporation (the "Corporation").

        WHEREAS, the Corporation entered into and executed the Allied Motion Technologies Inc. 2007 Stock Incentive Plan (the "Plan"); and

        WHEREAS, Section 9.1 of the Plan provides that "The Board may at any time terminate, and from time-to-time may amend or modify, the Plan..."; and

        WHEREAS, the Corporation desires to amend the Plan.

        NOW THEREFORE, the Corporation hereby amends the Plan as follows:

1.     The first sentence of Section 4.1 hereby is amended to read as follows (underlined language added or changed):

900,000 Shares are authorized for issuance under the Plan in accordance with the provisions of the Plan.

2.     Section 4.1(c) hereby is amended to read as follows (underlined language added or changed):

(c)

The maximum number of Shares of Stock that may be covered by Awards granted to any one Eligible Participant during any calendar year shall be200,000 Shares for Restricted Stock Awards plus 100,000 Shares for Option and SAR Awards.

3.     Except as provided above, the Corporation hereby reaffirms and readopts each and every other provision of the Plan, to the extent not inconsistent with this amendment.

4 The effective date of this amendment shall be January 1, 2010, and this amendment shall apply to all currently outstanding stock award agreements and all future stock awards granted under the Plan.

        IN WITNESS WHEREOF, the undersigned officer of the Corporation, having been duly authorized by the Board of Directors of the Corporation, has signed this amendment effective as of the date set forth above.

March 29, 2013
		ALLIED MOTION TECHNOLOGIES INC.
		By:		/s/ SUSAN M. CHIARMONTE
		Title:		Vice President, Secretary and Treasurer

ALLIED MOTION TECHNOLOGIES INC.
23 Inverness Way East, Ste. 150
Englewood, CO 80112

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

        The undersigned hereby appoints DelwinRichard D. HockSmith and Richard D. Smith,S. Warzala, or either of them, proxies offor the undersigned, each with the power of substitution, and hereby authorizes them to vote, as designated below, all the shares of common stock, no par value, ofwhich the undersigned would be entitled to vote at the annual meeting of shareholders of Allied Motion Technologies Inc. (the "Company") to be held on May 13, 2010,9, 2013, and at all adjournments thereof, with respect toand directs that the following:shares represented by this proxy should be voted as indicated on the reverse:

(Continued and to be signed on the reverse side.)

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ANNUAL MEETING OF SHAREHOLDERS OF
ALLIED MOTION TECHNOLOGIES INC.
MAY 13, 20109, 2013

NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL:
The Notice of Meeting, proxy statement and proxy card are available at
https://materials.proxyvote.com/019330

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH NOMINEE NAMED AND
"FOR" ALL OTHER PROPOSALS

PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HEREý

        This proxy is being solicited on behalf of the Board of Directors of the Company, and may be revoked prior to its exercise. This proxy, when properly executed, will be voted as directed above by the undersigned shareholder. If no direction is made, it will be voted FOR the nominees named in Item 1 and FOR the approval of Itemsproposals 2, 4 and 35 and FOR ratificationa frequency of "ONE YEAR" in Item 4.Proposal 3. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Annual Meeting.

PLEASE SIGN AND RETURN THIS PROXY IN THE ENCLOSED POSTAGE PAID ENVELOPE AS PROMPTLY AS POSSIBLE.

Note:

Please sign exactly as your name appears on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.