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voted at the Annual Meeting in the manner you 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 held in street name, you will receive instructions from the brokerage firm, bank, broker-dealer or other similar organization (the "shareholder of record") that must be followed for the shareholder of record 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.

        If 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 Five)Three). 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 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:

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Proposal One: Thethe election of seven Directors of the CompanyCompany;



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Proposal Two: Anan advisory vote on the compensation of our named executive officers



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



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Proposal Four: The approval of the Company's Restated 2007 Stock Incentive Planofficers; and



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Proposal Five: TheThree: the ratification of EKS&H as the Company's independent registered public accounting firm for the 20132016 fiscal yearyear.

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 Richard D. SmithS. Warzala and Richard S. WarzalaD. Federico 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.

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 majority of the votes cast with respect to such director's election.

        Approval of Proposals 2, 4Two and 5Three requires an affirmative vote by a majority of the votes cast on each proposal.

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        The frequency of the advisory vote on the 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?

        For purposes of each proposal, abstentions and broker non-votes, if any, will not be counted as votes cast and will have no effect on the result of the vote, although they will be considered present for the purpose of determining the presence of 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 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:

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



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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. King & Co., Inc. to aid in the solicitation of proxies in person, by mail or telephone. The costs are not expected to exceed $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?

        The 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 20122015 Annual Report to Shareholders, including financial statements for the fiscal year ended December 31, 2012,2015, 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,495 Commerce Drive, Suite 150, Englewood, Colorado 80112,3, Amherst, New York 14228, 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.

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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 29, 2013.April 4, 2016.

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,495 Commerce Drive, Suite 150, Englewood, Colorado 80112,3, Amherst, New York 14228, Attention: Secretary.

PROPOSAL ONE: ELECTION OF DIRECTORSCORPORATE GOVERNANCE AND BOARD MATTERS

        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 Joseph W. Bagan, Richard D. 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 with the exception of Messrs. Bagan and Hock who have indicated that they will not be standing for re-election. The affirmative vote of a majority of the votes cast is required for the election of directors. 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 Director Qualifications and Biographical Information

        The biography of each director nominee 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—61—Mr. Federico has over thirtythirty-five years of operational, strategy and investment acumen.experience. He has served as a director since February 2012.2012 and as Lead Director for the past two years. Since March 2016 Mr. Federico has been the Chairman and CEO of Microsonic Solutions LLC, a science and technology company. In addition, from November 2012 he has been the Founder and Managing PartnerChairman at Cetan Partners, an investment and advisory firm. From October 2011 to November 2012 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 managingManaging 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 currently is and has been involved with numerous private and non-profit boardsboards. His financial and currently serves as a Senior Operating Advisory Board member to Sound Harbor.

S.R. (Rollie) Heath, Jr., age 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. Mr. Heath has extensiveinvestment experience, knowledge of capital markets and experience with,on other public and private company boards prepare him to give the manufacturing industry. Mr. Heath spent 17 years in senior management with Johns Manville CorporationBoard his views on operational and later became the chairman, CEO and a co-founder of Ponderosa Industries, a precision metal parts manufacturing company.financial matters.

        Gerald J. (Bud) Laber, age 69—72—Mr. Laber was appointedhas served as a director of the Company onsince November 3, 2010. He has been a private investor since 2000, when he retired after 33 years of service with Arthur Andersen LLP. He holdswas an audit partner with Arthur Andersen LLP from 1980 until retiring in 2000. Mr. Laber is a BSBA degree in accountancy from the University of South DakotaCertified Public Accountant and is a certified public accountant.member of the American Institute of Certified Public Accountants and the Colorado Society of Certified Public Accountants. Mr. Laber is currently on the board of directors and chair of the audit committee and member of the compensation and governance committees of Boulder Brands Inc., member ofScott's Liquid Gold. He was on the board and chair of the audit committee and member of the compensation committee at Scott's Liquid Goldand governance and nominating committees for Boulder

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Brands Inc. from May 2005 through January 2016 when the company was acquired. He served as President of the Catholic Foundation of Northern Colorado from January 2008 until November 2012. He previously served on the Board of Directors and as Chair of the Audit Committee of Spectralink Corporation from April 2004 to March 2007 when the company was acquired, and served on the Board of Directors and Audit Committee of Applied Films Corporation from July 2004 to July 2007 when the company was acquired. He brings to the Board extensive experience in accounting, financial matters and strategic planning and his experience as a director of other public companies gives him insight into governance and related best practices which enable him to make significant contributions as a Board member.

Alexis P. Michas, age 58—Mr. Michas is the founder and managing partner of Juniper Investment Company, LLC ("Juniper"). Juniper is also a principal of Aetolian Investors, LLC a registered commodity pool operator. He was the managing partner and a director of Stonington Partners, Inc., an investment management firm from 1994 through 2011. Mr. Michas is the non-executive chairman of the board of BorgWarner, Inc., the lead director of PerkinElmer, Inc. and a director of Theragenics Corporation, a privately held company. Mr. Michas also served as a director and member of the boardcompensation committee of AirTran Airways, Inc. until that company's sale to Southwest Airlines, Inc. in May 2011 and chairas the chairman of the board of Lincoln Educational Services Corporation until 2015. Mr. Michas brings many years of private equity experience across a wide range of industries, and a successful record of managing investments in public companies. He also brings extensive transactional expertise including: mergers and acquisitions, IPOs, debt and equity offerings and bank financing. Mr. Michas has served as chairman, lead director and on the compensation, governance, audit, committeefinance and executive committees of Qualmark Corporation.

William P. Montague, age 66—Mr. Montague was appointed as a directorthe boards of other public companies. His knowledge of the Company on February 16, 2013. Prior toand his retirement on July 31, 2008, he was the CEO of 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 2004. 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 for Mark IV since March 1996 and is also a director of Gibraltar Industries, Inc., Endo Health Solutions Inc. and International Imaging Materials, Inc.

Michel M. Robert, age 71—Mr. Robert has served as a directorthorough understanding of the Company since July 2004. Mr. Robert has many yearsrole of experience in guiding both public and private companies in developing their corporate strategy, which includes identifying their driving force and the critical issues that must be addressed successfully implement it. He founded Decision Processes International, Inc. (DPI) in 1980boards of directors qualify him to provide consulting services in the fieldserve on our Board 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 on strategy and strategic thinking.Directors.

        Richard D. Smith, age 65—68—Mr. Smith has served as a director of the Company since August 1996 and as Executive Chairman of the Board of Directors since May 2009.1996. 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 2009.2009 and as Executive Chairman of the Board of Directors from May 2009 until his retirement in March 2013. Mr. Smith will retireserved as non-executive Chairman of the Board from employment with the Company on March 31, 2013.2013 until February 2014. Pursuant to Mr. Smith's consulting agreement which will become effective upon his retirement, andwith the Company, the Board shall nominate him for election to the Board as long as he has not been terminated and is willing to serve on the Board of Directors,Directors. He provides valuable insight to the Board shall nominate him for electionwith respect to the Board.historical and future direction of the Company based on his many years of experience on the Board together with his decades of experience in the industry.

James J. Tanous, age 68—Mr. Tanous has served as a director of the Company since May 2014. He is currently the Executive Director of the Prentice Family Foundation, a not-for-profit foundation whose primary mission is to promote the economic development of the Western New York area, a position he has held since January 1, 2014. From April 2007 through June 2013 he served as Executive Vice President, Secretary and General Counsel of Erie Indemnity Company, a publicly traded Fortune 500 company that manages the property and casualty and life insurance companies that comprise the Erie Insurance Group. Prior to joining Erie Indemnity Company, Mr. Tanous was a Partner and Chairman of Jaeckle Fleischmann & Mugel, LLP, a law firm headquartered in Buffalo, New York where he represented numerous public and private companies for over 30 years. His decades of experience as a counselor to public and private companies and broad based legal expertise are important to the Board of Directors.

        Richard S. Warzala, age 59—62—Mr. Warzala has served as director of the Company since August 2006. Mr. Warzala hasa strong management and technical background in the motion control industry. Inindustry and has served as a director of the Company since August 2006 and as Chairman of the Board since February 2014. Mr. Warzala joined Allied Motion as President and Chief

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Operating Officer in May 2009, he2002 and was appointed President and Chief Executive Officer.Officer in May 2009. Prior to May 2009,joining Allied Motion, Mr. Warzala was President and Chief Operating Officer of the Company since May 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, heof Danaher Corporation and held various management positions at American Precision Industries Inc., including Corporate Vice President and President of its API Motion Division. Pursuant to Mr. Warzala'shis employment agreement, as long as heMr. Warzala 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. His leadership experience and Company and industry knowledge, with 32 years of motion experience, provide valuable insight to the Board of Directors in formulating and executing the Company's strategy.

Michael R. Winter, age 62—Mr. Winter was appointed a director of the Company in July 2014. Mr. Winter is a former partner in the Buffalo, New York office of PricewaterhouseCoopers LLP ("PwC"), serving in that role from 1987 until his retirement in June 2014. During his tenure, Mr. Winter was responsible for leading the delivery of assurance services to public entities with experience serving many sectors including Consumer and Industrial Products Manufacturing, Energy and Healthcare. Since 2010 he was also a member of the PwC National Office based in New Jersey, which serves as support for all PwC U.S. practice offices. Mr. Winter is currently chairman of the board of directors, chairman of the compensation committee and a member of the governance committee of Gas Natural Inc. His accounting and business expertise, including an in-depth understanding of the preparation and analysis of financial statements, makes him highly qualified to serve as a director.

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 director nominee, other than Mr. Warzala and Mr. Smith, satisfies the bright-line criteria and that no other director or nominee has a relationship with the Company that would interfere with such person's ability to exercise independent judgment as a member of our Board.

Board Leadership Structure

        Richard S. Warzala serves as the Company's Chairman of the Board and also serves as President and Chief Executive Officer of the Company. The Company believes that having Mr. Warzala serve as both an executive officer and as Chairman demonstrates to the Company's employees and other stakeholders that the Board of Directors is under strong leadership, with a single person setting the tone and having primary responsibility for leading the Board of Directors. The Company believes this unity of leadership eliminates the potential for confusion or duplication of efforts, and provides clear leadership for the Company. In addition, the Board of Directors recognizes that, given Mr. Warzala's familiarity with the Company and his long standing experience with the Company, it is valuable to have him lead board discussions.

        To provide for an additional independent leadership role, the Board of Directors has designated Richard D. Federico, as Lead Director. The Lead Director's responsibilities include: presiding at meetings of the Board of Directors at which the Chairman is not present, including executive sessions of the independent directors; serving as liaison between the Chairman and the independent directors; convening meetings of the independent directors; and consulting with the Chairman on matters relating to Board of Director performance and corporate governance.

        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

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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 on 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 legal, financial and other advisors as they deem appropriate without consulting or obtaining the approval of any member of management. Our Board of Directors also holds regularly scheduled executive sessions of only independent Directors, led by the Lead Director, in order to promote discussion among the independent Directors and assure independent oversight of management. Moreover, our Audit Committee, Compensation Committee and Governance and Nominating Committee, all of which are comprised entirely of independent Directors, also perform oversight functions independent of management.

        The Company believes its leadership structure is the most effective leadership structure for the Board of Directors at this time. However, the Board of Directors recognizes that no single leadership model is appropriate for a board at all times. Accordingly, the Board of Directors may in the future consider a different leadership structure, including a structure providing for a Chairman of the Board who is not an executive officer of the Company.

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., 495 Commerce Drive, Suite 3, Amherst, New York 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 Lead Director.

Committees and Meeting Data

        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.

        The Audit Committee of our Board of Directors 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 eight meetings during 2015 and consisted of Messrs. Winter (Chairman), Laber and Tanous. Each member of the Audit Committee meets the current independence and experience requirements of Nasdaq and the SEC. Messrs. Laber and Winter have each been designated as an "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.

        The Compensation Committee of our Board of Directors has the principal responsibility to make recommendations to the Board concerning the compensation of the Company's management employees including its executive officers and the Board of Directors. 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. Since May 2015, the Compensation Committee consisted of Messrs. Federico (Chairman), Laber and Michas. The Compensation Committee met four times during 2015.

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        The Governance and Nominating Committee of our Board of Directors (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 committee met five times during 2015 and consisted of Messrs. Tanous (Chairman), Federico and Winter.

Board Oversight of Risk Management

        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 is responsible for overseeing risks arising out of accounting, financial reporting and related activities and is primarily responsible for ensuring that the Board exercises adequate oversight of the Company's enterprise risk management process. Our Compensation Committee reviews compensation agreements to confirm that compensation, especially incentive pay arrangements, do not encourage or create opportunities for unnecessary risk-taking and our Governance and Nominating Committee assists the Board in its oversight of the Company's process for management and communication of key risks facing the Company, as well as the guidelines, policies and processes for monitoring and mitigating such risks.

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, reputation, relevant experience, including leadership roles and experience working in a collaborative environment, technical skills, diversity, financial literacy, mature confidence and emotional maturity, high performance standards, time,availability, other board appointments and outside commitments, industry knowledge, networking/contacts, 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.

        While we do not have a formal policy or guidelines regarding diversity of membership of our Board of Directors, 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 within the time periods set forth under "Shareholder Proposals for the 20142017 Annual Meeting."

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Board Leadership Structure

        Our current leadership structure is comprised of the Executive Chairman of the Board, a separate Chief Executive Officer, an independent director serving as Lead Director who presidesAttendance at all executive sessions of the independent directors, and strong active independent directors. As Chief Executive Officer, Mr. Warzala is responsible for setting the strategic direction of the Company and for the day to day leadership and management of the Company, while Mr. Smith, Executive Chairman of the Board, provides oversight, direction and leadership to the Board. Mr. Smith will 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 approved 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 on 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 legal, financial and other advisors as they deem appropriate without consulting or obtaining the approval of any member of management. Our Board of Directors also holds regularly scheduled executive sessions of only independent Directors, led by the Lead Director, in order to promote discussion among the independent Directors and assure independent oversight of management. Moreover, our Audit Committee, Compensation Committee and Governance and Nominating Committee, all of which are comprised entirely of independent Directors, also 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 and Mr. Smith, satisfies the bright-line criteria and that no 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.

Risk OversightMeetings

        The Board of Directors oversees our riskheld four regular meetings in 2015. Our Independent Directors meet in executive session without management process. This oversightdirectors 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 2015. 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 2015, 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. In addition, each director is primarily accomplished throughexpected to attend the Board's committeesAnnual Meeting of Shareholders. In 2015, the Annual Meeting of Shareholders was attended by all of the directors then in office.

Compensation Committee Interlocks

        As noted above, the Compensation Committee is comprised of three independent Directors: Messrs. Federico, Laber and management's reporting processes. We do not haveMichas. No member of the Compensation Committee is or was formerly an officer or an employee of the Company. No executive officer of the Company serves as a formal risk committee; however, ourmember of the board of directors or compensation committee of any entity that has one or more executive officers serving as a member of the Company's Board of Directors, nor has such interlocking relationship existed in the past.

Compensation of Directors

        Under the Company's director compensation program, each non-employee director is paid an annual cash retainer of $35,000. The chairperson of the Audit Committee focuses on risk related to accounting, internal controls, financialreceives an additional $12,000 annual cash retainer and tax reporting, and also assesses economic and business risks. Ourother members of the Audit Committee receive an additional annual cash retainer in the amount of $7,500. The chairperson of the Compensation Committee identifies and oversees risks associated with our executive compensation policies and practices, and ourthe Corporate Governance and Nominating Committee identifieseach receive an additional $8,000 annual cash retainer and oversees risks associatedother members of those committees will receive an additional annual cash retainer in the amount of $5,000. The Lead Director receives an additional $10,000 annual cash retainer. All cash retainers are payable ratably on a quarterly basis. The Company no longer pays a separate fee for each meeting attended; however each non-employee director is reimbursed for his or her expenses in connection with attendance at each meeting.

        Non-employee directors also receive an annual award of restricted stock under the 2007 Stock Incentive Plan, as amended. The annual award consists of shares of the Company's common stock with a value of $50,000 as of the date of grant. The Lead Director receives an additional award of restricted stock with a value of $10,000 as of the date of grant. Directors who are appointed to the Board outside of the annual meeting of shareholders receive a pro rata amount of the annual award. These restricted shares will vest over a three-year period upon the performance of future service as a director, independence, related party transactions,subject to certain exceptions.

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        The following table shows the implementationcompensation paid by the Company to each non-employee director for 2015.

        The aggregate number of unvested stock awards outstanding for each non-employee director as of December 31, 2015 is shown below:

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 newand revised in 2014, non-employee directors are required to invest the greater of $50,000 or two and one-halfmake a minimum investment in Company stock equal to three times the annual cash portion of the Board's then annualand stock 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 newEach 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,appointment. The Company has a Non-Employee Director Stock in Lieu of Cash Retainer Plan was also adopted.Plan. 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 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 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. Laber 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

        In 2012, the Compensation Committee of our Board of Directors consisted of Messrs. Pilmanis (Chairman), Hock, Laber and 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 three times during 2012.

Governance and Nominating Committee

        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 meetingscash retainer in 2012. Our Independent Directors meet in executive session without managementexchange for newly issued common stock, however, until the Guideline Investment is achieved, 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 2012. Each director attended 100%must utilize 50% of the total number of meetings ofcash retainer to purchase Company stock and such stock, along with stock grants received from the Board of Directors and meetings held by all committees ofCompany, will be used to reach 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 2012, the Annual Meeting of Shareholders was attended by all of the directors.Guideline Investment.

Shareholder Communication With the BoardPROPOSALS TO BE VOTED ON

Proposal 1—Election of Directors

        WeOur Articles of Incorporation and Bylaws provide an informal process for shareholders to send communications to thea Board consisting of Directors. Shareholders who wish to contactnot less than three and not more than nine persons, as such number is determined by the Board of Directors, or anyall 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 memberwhom will be referredelected 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 Richard D. Federico, Gerald J. (Bud) Laber, Alexis P. Michas, Richard D. Smith, James J. Tanous, Richard S. Warzala and Michael R. Winter. In accordance with the Bylaws of the Company, the Board of Directors has fixed the number of directors to be elected at the Annual Meeting to seven directors. The affirmative vote of a majority of the votes cast is required for the election of directors. Unless instructed otherwise, it is intended that member. Correspondence not directed to a particular board memberthe shares represented by proxy at the Annual Meeting will be referred to the Chairmanvoted in favor of the Board.seven nominees named below, each of whom was nominated by the Board based on the recommendation of our Governance and Nominating Committee. Each nominee is an incumbent director standing for re-election and 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.

        Information regarding the director nominees can be found under "Corporate Governance and Board Matters—Director Qualifications and Biographical Information."

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

Audit Committee Report Proposal 2—Advisory Vote on Executive Compensation

        The following ReportShareholders are being asked to approve, on an advisory, non-binding basis, the compensation 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 incorporatesour Named Executive Officers, as disclosed in 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, EKS&H LLLP (EKS&H) is responsible for performing an independent audit of the Company's annual financial statementsproxy 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 standardsopportunity 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 Public Company Accounting Oversight Board (United States)("PCAOB")compensation of our Named Executive Officers described in this proxy statement.

        As described in detail under the heading "Compensation Discussion and Analysis," 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 issuing a report ondriving corporate performance. The programs contain elements of cash and equity-based compensation and are designed to align the interests of our executives with those statements.of our shareholders.

        As membersYou may vote for or against the following resolution, or you may abstain. This vote is not intended to address any specific item of compensation, but rather the Audit Committee,overall compensation of 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 2012 prior to year-end and all Charter tasks scheduled to be performed in 2013 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 managementNamed Executive Officers and the independent auditors on a quarterly basis to discuss financial statementsphilosophy, policies and related reports and to review significant accounting and reporting matters.procedures described in this Proxy Statement.

        (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, 2012, audited financial statements, the related audit report, and the applicable management's discussion and analysis.

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        BasedOur Board of Directors is asking shareholders to vote on the work referredfollowing resolution at the Meeting:

RESOLVED, that Allied Motion Technologies Inc.'s shareholders approve, on an advisory basis, the compensation paid to above,the Named Executive Officers, as disclosed under SEC rules, including the Compensation Discussion and Analysis, the compensation tables and related material included in this Proxy Statement.

        This vote on the Named Executive Officer compensation is advisory, and therefore will not be binding on the Company and will not affect any existing compensation or award programs. However, we recommended tovalue the opinions expressed by our shareholders and the Board of Directors thatand the Board approveCompensation Committee expect to consider the inclusionoutcome of the Company's audited financial statements invote, along with other relevant factors, when considering future compensation programs.

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

Proposal 3—Advisory Vote on the Company's Annual Report on Form 10-KRatification of Independent Registered Public Accounting Firm

        The Audit Committee has appointed EKS&H to act as auditors for the fiscal year endedending December 31, 2012,2016. EKS&H has served as the independent registered public accounting firm for filingthe Company since 2006. Representatives of EKS&H are expected to be present at the Annual Meeting.

        The "Audit Committee Matters" section of this Proxy Statement contains additional information regarding the independent auditors, including a description of the Audit Committee's Policy for Pre-Approval of Audit and Permitted Non-Audit Services and a summary of Auditor Fees and Services.

        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 SEC.appointment and retention of the Company's independent auditors.

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

EXECUTIVE COMPENSATION

Executive OfficersOFFICERS

        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 59—62—Mr. Warzala has served as director of the Company since August 2006. In2006 and as Chairman of the Board since February 2014. Mr. Warzala joined Allied Motion as President and Chief Operating Officer in May 2009, he2002 and was appointed President and Chief Executive Officer.Officer in May 2009. Prior to May 2009,joining Allied Motion, 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, heof Danaher Corporation and held various management positions at American Precision Industries Inc., including Corporate Vice President and President of its API Motion Division.

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        Richard D. SmithMichael R. Leach, age 65—47—Mr. Smith has served as a directorLeach was named Chief Financial Officer of the Company sinceeffective August 199610, 2015. Prior to joining Allied Motion, Mr. Leach served for six years as the Executive Vice President 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, 2012for Osmose Holdings, Inc. Previously, he was with Cytec Industries for eight years where he progressed to the position of North American Operations Controller for Cytec Specialty Chemicals and as Chief Executive Officer from August 1998 until May 2009. Mr. Smith will retire from employmenteight years with Belko Corporation, a division of Alco Industries, where he was the Company on March 31, 2013.Vice President of Finance and Administration.

        Robert P. Maida, age 48—51—Mr. Maida was named Vice President of Operational Excellence effective August 10, 2015. Mr. Maida joined Allied Motion as Chief Financial Officer effectivein 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 70—73—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.

COMPENSATION OF EXECUTIVE OFFICERS

Compensation Discussion and Analysis

Overview of Compensation Program

        The Compensation Committee of the Board, which is comprised of independent directors, establishes the Company's compensation philosophy. The Committee operates under a written charter adopted by the Board, a copy of which is available on the Company's website at www.alliedmotion.com. The Committee ensures that the total compensation of the Company's executive officers and other key management is fair, reasonable and competitive. The Committee annually evaluates the performance of the Company's Chief Executive Officer based upon a mix of the achievement of corporate goals and individual performance and makes recommendations to the Board concerning compensation and benefits for executive officers and other key management. All compensation for these individuals is approved by the Board.

        The Committee meets with Mr. Warzala, the Company's Chief Executive Officer and President, to obtain his recommendations with respect to key management compensation programs and practices, base salaries, incentive plan targets and equity awards. The Committee considers, but is not bound to accept management's recommendations. The Committee discusses Mr. Warzala's compensation with him, but makes decisions and Board recommendations without him present.

        The Committee has authorized Mr. Warzala to make salary adjustments for all employees other than executive officers and other key management.

        The Committee makes recommendations to the Board for equity based awards and these awards are approved by the Board. However, the Committee has delegated to Mr. Warzala the authority to make restricted stock awards to employees other than executive officers or key management, not to exceed 10,000 shares in the aggregate. Such awards made by Mr. Warzala are generally intended to be used for recruiting and employee promotion purposes.

        The Committee has the authority to engage its own independent advisors to assist in carrying out its responsibilities. During 2015, the Company did not engage any outside advisors.

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Compensation Philosophy

        The primary goals of the Company's compensation policies for the executive officers and other key management are as follows:

•

To provide total compensation opportunities for executive officers and other key management which are sufficient to attract and retain individuals whose talents and abilities allow the Company to accomplish its strategies.



•

To align the interests of management with shareholders through the use of incentive compensation directly related to corporate performance and through the use of stock-based incentives that result in increased Common Stock ownership by management.

Consideration of Most Recent Say on Pay Vote

        At the annual meeting of shareholders on May 6, 2015, 95% of the shares voted were voted in support of the compensation of our Named Officers, as discussed and disclosed in the 2015 proxy statement. In considering the results of this most recent advisory vote on executive compensation, the Committee concluded that the compensation paid to our executive officers and the Company's overall pay practices have strong shareholder support and no significant changes were made.

        The Committee recognizes that executive pay practices and notions of sound governance principles continue to evolve. Consequently, the Committee continues to consider whether to engage a consultant to advise it with respect to compensation (base and total compensation).

Elements of Compensation

        The key elements of executive compensation are

•

Base Compensation



•

Annual Cash Incentive Compensation



•

Equity Incentive Compensation



•

Deferred Compensation Plan benefits

Base Compensation.    Base compensation is comprised of the annual salary and is set at levels sufficient to attract and retain executives. In determining Mr. Warzala's base compensation, the Committee reviews market data and performance during the previous year as well as goals and objectives for the current year. In determining other base compensation levels, the Committee relies primarily on the evaluation and recommendation by Mr. Warzala of each key manager's performance during the prior year and responsibilities for the current year. During the review of base compensation, the Committee also considers the executive's or manager's qualifications and experience, scope of responsibilities and future potential, the goals and objective established for the individual, his or her past performance and competitive compensation practices both internally and externally.

Annual Cash Incentive Plan.    The annual incentive plan is a pay-for-performance cash award plan generally available to all employees of the Company and aligns the interests of executives and employees with those of the Company's shareholders. The plan promotes a culture of high performance and ownership by employees in which employees are rewarded for improving profitability, achieving operating efficiencies and reducing costs. Awards under the plan are based on the actual Economic Value Added (EVA) achieved as compared against a threshold and target EVA performance goals established for each year by the Board of Directors. EVA is net operating profit after taxes, as defined, less a cost of capital charge. 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 performance goals, the annual cash incentive plan award equals the target amount multiplied by the prorata percent of the EVA target

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achieved (0% to 100% of the target bonus amount). If the actual EVA achieved is greater than the target EVA performance goal, then the annual cash incentive plan award will be greater than 100% of the target amount with the total award being a certain prorata percent of the incremental EVA achieved above the target EVA.

Equity Incentive Compensation.    The equity incentive compensation program is comprised of restricted stock awards that are (i) time-based and will vest, assuming continued employment, over a three-year period from the date of grant, (ii) earned upon achievement of certain short-term, annually determined performance criteria (STIP) and (iii) earned upon achievement of longer-term performance goals (LTIP).

          (i)  Time-Based Awards. The annual time-based restricted stock awards for the Chief Executive Officer, Chief Financial Officer and Vice President of Operational Excellence are equal to a percentage of the officer'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 that year ("First BOD meeting"). In March 2015, the Board granted Mr. Warzala 5,747 shares of time-based restricted stock (33.3% of annual salary) and Mr. Maida 1,191 shares of time-based restricted stock (16.0% of annual salary). The Board also made an award of time-based restricted stock to Mr. Wyman (240 shares). The time-based shares will vest 1/3 on each of March 31, 2016, 2017, and 2018. In August 2015, 2000 shares were granted to Mr. Leach when he joined the Company, which will vest 1/3 on each of September 30, 2016, 2017 and 2018.

         (ii)  Short-Term Equity Incentive Program (STIP). The STIP is a pay-for-performance incentive program under which restricted stock is awarded annually and earned upon the achievement of certain annually determined performance criteria. The Compensation Committee uses adjusted EBITDA as the performance criteria under the STIP and measures the Company's results against threshold, target and high performance measures. The STIP target is equal to the weighted average of the EBITDA of the Company, adjusted to account for business development costs relating to acquisitions, for the immediately preceding three year period. The STIP threshold is 95% of target and the STIP high performance measure is 105% of target. If the STIP high performance measure is achieved or exceeded, then all of the STIP shares will be earned. If the Company's actual results are less than the STIP high performance measure but greater than the STIP threshold, then the STIP shares will be earned on a prorata basis. If the Company's actual results are less than the STIP threshold, then no STIP shares will be earned. Any unearned STIP shares will be forfeited and returned to the Stock Incentive Plan and be available for future awards. Once earned, the STIP shares will vest 1/3 on the date of the first BOD meeting following the year the shares are earned, and the remainder will vest annually over the following two years. 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.

        The annual STIP awards for the Chief Executive Officer, Chief Financial Officer and Vice President of Operational Excellence are equal to a percentage of the officer's then annual salary divided by the share price (average of bid and ask) on the day of the First BOD meeting. In March 2015, the Compensation Committee approved the award of 11,494 STIP shares for Mr. Warzala (100% of annual salary), and 595 shares for Mr. Maida (24% of annual salary) and in March 2016 approved an award of 1,430 shares for 2015 for Mr. Leach (25% of annual salary). The Compensation Committee also made an award of 360 shares for Mr. Wyman. The STIP awards are each in the form of restricted stock. The performance targets established for the STIP were met during 2015 and 100% of each officers' STIP shares were earned.

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Compensation        (iii)  Long-Term Equity Incentive Program (LTIP). The LTIP is a five year pay-for-performance incentive program under which the CEO, CFO and Vice President of Executive Officers
Operational Excellence will earn shares based upon the achievement of an increase in sales over a specified period. The sales target to be achieved over the initial five year period implemented in 2013 and ending December 31, 2017 was $250 million ("Sales Target"). In 2015, the Sales Target was increased by $30 million and the LTIP was extended for an additional year through December 31, 2018. The Sales Target 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 target incentive compensation to be paid upon the achievement of the Sales Target was originally set as the award of the number of shares that equals $2,050,000 for the CEO (500% of annual salary at the beginning of the performance period) and $205,000 for the then current CFO, now Vice President of Operational Excellence (120% of annual salary at the beginning of the performance period), paid on a prorata basis as all or a portion of the Sales Target is achieved during the performance period. As of the end of 2014, almost the entire Sales Target had been achieved so the LTIP was amended to increase the Sales Target by $30 million and the incentive compensation that could be earned was increased by 100% of annual salary at the time the LTIP was amended ($475,000 for the CEO, $205,000 for the then current CFO, now Vice President of Operational Excellence, and $260,000 for the new CFO who joined the Company in August 2015).

        The following table presents information relating to total compensationLTIP performance criteria for organic sales growth is measured after the end of each year of the Executive Officersperformance period at the First BOD Meeting and the number of shares earned will be calculated based on the stock price (average of bid and ask) as measured at the beginning of the Company (the "Named Executive Officers")previous year (or for 2013, the fiscal years ended December 31, 2012 and 2011.

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Chief Executive Officer Employment Agreements With Certain Named Executive OfficersAgreement

        The Company has an employment agreementsagreement with Richard S. Warzala, President, and Chief Executive Officer and Richard D. Smith Executive Chairman and former Chief Financial Officer.of the Board. The Agreements have an initial term of five years, through May 2014, and continue subsequentlyAgreement continues 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'sterm. The Agreement will terminate upon his retirement from employment with the Company on March 31, 2013. The Agreements containcontains the provisions outlined below.

        Base Salary.    The Agreements provideAgreement provides an annual base salary of not less than $275,000 for Mr. Warzala and $285,000 for Mr. Smith, andthat may be reviewed annually for increase on a merit basis. Mr. Warzala's salary was increased to $410,000$489,000 effective March 1, 2013.2016.

        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 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), andMr. Warzala participates in the Company's performance based on Economic Value Added (EVA). EVAannual incentive plan which is defined as net operating profit after taxes less a cost of capital charge. For 2012, the individual target bonus was set at 60% for both Messrs. Warzala and 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 achieveddescribed above the target EVA.

        For 2012, the Company exceeded performance thresholds specified at the beginning of 2012 for EVA. 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 of 88.2% of target bonus levels, as set forth in the Summary Compensation Table under the heading Non-Equity Compensation Discussion and Analysis—Elements of Compensation—Annual Cash Incentive Plan Compensation and corresponding notes (2), (4), (6) and (8).Plan.

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        Short-Term and Long-TermEquity 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 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.

        In 2012, A discussion of Mr. Warzala received 30,000 sharesWarzala's short-term and long-term equity incentive awards is set forth above under the heading Compensation Discussion and Analysis—Elements of restricted stock and Mr. Smith received 20,000 shares of restricted stock. For each of Messrs. Warzala and Smith, 10,000 shares were time-based awards that will vest¹/3 on each of March 31, 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 therefore the short-term performance-based restricted stock awards granted to Messrs. Warzala and Smith in 2012 were forfeited prior to vesting. The remaining 10,000 shares granted to Mr. Warzala were long-term performance-based shares. The shares will vest if the performance measures 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.Compensation—Equity Incentive Compensation.

        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 performance goals. For 2012, annual performance based contributions for Messrs. Warzala and Smith were based on the Company achieving a target return of 12% on beginning shareholders' equity adjusted for the issuance of any Company stock during the year. If the target return was not achieved, no performance contribution would be awarded. If a return in excess of the target was achieved, an amount equal to 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 Plan.

    Effective May 31, 2011 Mr. Warzala's employment agreement was amended to add supplemental retirement contributions. Under this amendment, the Company will 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 anygood reason after a Change in Control. The contributions will be treated as Discretionary Contributions under the Deferred Compensation Plan.

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

        In the event of termination pursuant 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 will 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 is granted at the discretion of the Board for the fiscal year in which employment is terminated.

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Executive Report of the Compensation ProgramCommittee

The following Report of the Compensation 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.

        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 awardsCompany has reviewed and fordiscussed the CEO only, annual supplemental retirement contributionsCompensation Discussion and Analysis required by Item 402(b) 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 bidRegulation S-K with management and, ask)based on the day of the first meeting of the Board of Directors held during the current year ("First BOD meeting"). In February 2013,such review and discussions, the Compensation Committee granted Mr. Warzala 19,454recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.

Summary Compensation Table

        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, 2015, 2014 and 2013.

        The following table summarizes the grants of plan-based awards to each of the Named Executive Officers— during fiscal year 2015.

Outstanding Equity Awards at 2015 Fiscal Year End

        The following table shows all outstanding equity awards held by the Named Executive Officers as of December 31, 2015.

        The following table shows potential payouts under the Mr. Warzala's Employment Agreement assuming that employment was terminated in each situation listed in the table and that termination occurred on the last business day of 2015. The Agreement provides that upon termination of employment due to the executive's retirement, payments would be made in accordance with any retirement arrangement established with the executive's consent including the settlement of any annual bonus amounts for the actual EBITDA achieved overyear the immediately preceding three year period. If the Target EBITDA percent is achieved or exceeded, then allretirement becomes effective. Upon a change in control of the Target STIP shares will vest. IfCompany, the actual EBITDA percent is lessexecutive would be entitled to payments and benefits under the change in control

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thanagreement discussed below and such payments are not to be duplicated by any requirements of the Target EBITDA percent but greater than a Threshold EBITDA percent, thenEmployment Agreement.

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 also entered into separate agreements with Messrs. Warzala, Leach and Maida that provide for certain payments upon termination of employment 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 termsThese agreements only provide benefits if there is both a change in control of the agreements, uponCompany and termination of employment other than for cause. If the executive's employment is terminated by the Company, (otherother than for death, disability or cause, as defined in the agreement) or by the executive terminates the agreement for good reason, (as defined in each case following a change in control, then the agreement), they areexecutive will be entitled to receivecertain benefits to be paid in a lump sum in cash. The most significant components of those benefits are as follows:

•

A severance payment equal to 2.5 times (onea multiple (2.5 times for Mr. Warzala and 1.0 times for Messrs. Leach and Maida) of the sum of currentexecutive's annual base salary plus the highest amount paid or payable pursuant to the annual incentive plan applicable to the executive for any of the 3 prior fiscal years;



•

benefit payment equal to 25% of annual salary for 24 months to purchase healthcare and other insurance benefits;



•

prorata payment for the current year benefit pursuant to any annual or long-term incentive plan applicable to the executive for the year that includes the Date of Termination.



•

payment of all legal fees and expenses incurred as a result of termination; and



•

gross-up payment for all excise taxes and related federal and state taxes so that the net payment equals the severance payment for Mr. Warzala.

        The following tables show potential payouts under the Annualchange of control agreements assuming that the employment of the executive was terminated in each situation listed in the table and that termination occurred on the last business day of 2015.

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Richard S. Warzala

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Michael R. Leach

Director Compensation for 2012Robert P. Maida

        The Board of Directors holds four regular full day meetings each year. Through March 2013, non-employee directors received an annual retainer of $22,000, paid quarterly, plus $1,200 per full day meeting of the board attended and $600 per telephone meeting attended. The Audit Committee chairman receives an annual retainer of $7,200, the Compensation Committee and Governance and Nominating Committee chairmen each receive an annual retainer of $4,700 and each committee member receives a $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 director for 2012.

Definitions.

        Below is a description of the definitions and assumptions that were used in creating the change in control tables above.

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        The aggregate number"Date of unvestedTermination" means (i) thirty days after providing the Notice of Termination for a termination for disability, or (ii) the date specified in the Notice of Termination for a termination for cause, good reason, death or retirement.

        "Notice of Termination" means a written notice that indicates the specific termination provision of the change of control agreement relied upon and sets forth in reasonable detail the facts and circumstances claimed to provide a basis for Termination of employment under the provision indicated.

        "Base Salary" means an amount equal to the annual base salary in effect immediately prior to the Notice of Termination.

        A "Change in control of the Company" means any of the following: (i) a person (other than any officer or director) is or becomes the beneficial owner, directly or indirectly, of securities of the Company representing more than 45% of the combined voting power of the Company's then outstanding securities; (ii) upon the first purchase of outstanding shares of the Company's outstanding common stock awards outstanding for each non-employee director aspursuant to a tender or exchange offer, with certain exceptions; (iii) a change in the composition of December 31, 2012 is shown below:

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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 2012,2015, except that two individuals filed two Form 4s to report Common Stock transactions late.for one filing for Mr. Warzala, which was not timely made. All reports are current as of the date hereof.

PROPOSAL TWO: AN ADVISORY VOTE TO APPROVE THEAUDIT COMMITTEE MATTERS
COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

Audit Committee Report

        Shareholders are being askedThe 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 approve, onthe 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, EKS&H LLLP (EKS&H) is responsible for performing an advisory, non-binding basis,independent audit of the compensation of our Named Executive Officers, as disclosed in this proxy statementCompany's annual financial statements 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 itemstandards 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 goalsPublic Company Accounting Oversight Board (United States)("PCAOB") 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 withissuing a report on those of our shareholders.statements.

        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 sectionmembers of the proxy statement,Audit Committee, our executive compensation program incorporates a pay-for-performance philosophy that supports our business strategy and 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 Directorswork 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 expressedguided by our shareholders andAudit Committee Charter. The Charter is reviewed annually by the Board of Directors and was revised March 4, 2015. The revised Charter is posted on the CompensationCompany's website. We have completed all Charter tasks scheduled to be performed in 2015 prior to year-end and all Charter tasks scheduled to be performed in 2016 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, 2015, audited financial statements, the related audit report, and the applicable management's discussion and analysis.

        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, 2015, for filing with the SEC.

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Committee expect to consider the outcome of the vote, 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 Policy For Pre-Approval of Audit and Permitted Non-Audit Services

        In addition to Proposal Two above, shareholders are being asked to vote, on an advisory basis, on how frequently the Company should ask shareholders to vote on the compensation of our named 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 non-binding "frequency" vote will be presented to shareholders at least once every six years beginning with this Annual Meeting.

        After careful consideration of this proposal, the Board of Directors has determined that the advisory vote on the compensation of the Company's Named 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 at this time. The proxy card provides shareholders with the opportunity to choose among four options (holding the vote once 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 Board of Directors.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A ANNUAL EXECUTIVE COMPENSATION ADVISORY VOTE. UNLESS OTHERWISE INSTRUCTED, PROXIES WILL BE VOTED FOR A FREQUENCY OF EVERY ONE YEAR.

PROPOSAL FOUR: APPROVAL OF THE COMPANY'S RESTATED
2007 STOCK INCENTIVE PLAN

        The Board of Directors has approved and adopted, subject 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 aggregate 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 Section 162(m) of the Internal Revenue Code. The following summary describes the material terms of the Plan, as restated. This summary is qualified in its entirety by reference to the full text of the Plan, as restated, which is attached to this proxy statement as Appendix A.

        The purposes of the Plan are to promote the long-term financial success of the Company and to increase shareholder value by providing incentives to individuals who are responsible for the conduct and management of the Company's business or who are involved in endeavors significant to the Company's success with an inducement to acquire ownership interests in the Company, thus enabling the Company 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 grants 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 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 (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 Company as the committee appointed by the Company's Board of Directors may select from time to time. 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 is 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 Company 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 Company 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 permits the issuance of awards reflecting an aggregate of 1,800,000 shares of Common Stock. Such shares shall be authorized but unissued shares of 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, 100,000 shares subject to stock options or appreciation 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 shareholder approval will be required for any amendment for which shareholder 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.

Awards Under the Plan

        Eligibility.    Awards may be granted to employees, directors and consultants of the Company or any present or future subsidiary of the Company. Incentive stock options may be granted only to employees who, as of the time of grant, are employees of the Company or any subsidiary of the 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 Company or any subsidiary corporation of the Company (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 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 Company 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 Company, through the participant's surrender of a portion of the option shares to the 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.

        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 case 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 Company and its subsidiaries, or any employee benefit plan of the Company 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 Company; (b)) the sale, exchange or other disposition of all or substantially all of the assets of the any subsidiary of Company or any division of the Company or a subsidiary; (c) the merger or consolidation of the Company with one or more other corporations; (d) the sale or other disposition of all or substantially all of the assets of the Company pursuant to a plan of liquidation of the Company; (e) the exchange by the holders of more than 50% of the outstanding shares of common stock of the Company for securities issued by another entity; (f) the acquisition by any person, entity or group (other than the Company and its subsidiaries, or any employee benefit plan of the Company 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 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.