Exhibit (10)(h)* to Report on Form 10-K for Fiscal Year Ended June 30, 1996 by Parker-Hannifin Corporation
Parker-Hannifin Corporation 1993 Stock Incentive Program, as amended as of August 15, 1996
*Numbered in accordance with Item 601 of Regulation S-K.
Parker-Hannifin Corporation 1993 Stock Incentive Program
Effective: April 22, 1993
Amended: August 15, 1996
The 1993 Stock Incentive Program is intended to help maintain and develop strong management through
ownership of shares of the Corporation by key employees of the Corporation and its Subsidiaries and for
recognition of efforts and accomplishments which contribute materially to the success of the Corporation's
2. Definitions. In this Program, except where the context otherwise indicates, the following definitions apply:
(a) "Award" means a stock option, stock appreciation right ("SAR"), restricted stock, incentive share, dividend
equivalent right ("DER"), or other award under this Program.
(b) "Board" means the Board of Directors of the Corporation.
(c) "Change in Control" means the occurrence of one of the following events:
(i) any "person" (as such term is defined in Section 3(a)(9) of the Exchange Act and as used in Sections 13(d)(3)
and 14(d)(2) of the Exchange Act) is or becomes a "beneficial owner" (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of securities of the Corporation representing 20% or more of the combined
voting power of the Corporation's then outstanding securities eligible to vote for the election of the Board (the
"Corporation's Voting Securities"); provided, however, that the event described in this paragraph shall not be
deemed to be a Change in Control by virtue of any of the following situations:
(A) an acquisition by the Corporation or any Subsidiary; (B) an acquisition by any employee benefit plan
sponsored or maintained by the Corporation or any Subsidiary; (C) an acquisition by any underwriter temporarily
holding securities pursuant t