UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 18, 2015
Hardinge Inc.
(Exact name of Registrant as specified in its charter)
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New York | 000-15760 | 16-0470200 |
(State or other jurisdiction of
incorporation or organization) | Commission file number | (I.R.S. Employer
Identification No.) |
One Hardinge Drive, Elmira, NY 14902
(Address of principal executive offices) (Zip Code)
(607) 734-2281
(Registrant's telephone number including area code)
N/A
(Former name or former address, if changed since last report.)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: |
[ ] | Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
[ ] | Soliciting material to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
[ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
[ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 18, 2015, Hardinge Inc. (“Hardinge” or the “Company”) entered into Retention Bonus Agreements (the “Agreements”) with Douglas J. Malone, Vice President and Chief Financial Officer, and William B. Sepanik, Vice President - Forkardt. The Agreements were entered into as a consequence of Hardinge’s ongoing evaluation of strategic alternatives to enhance shareholder value, including a possible sale of the Company.
Under the terms of the Agreements, Mr. Malone and Mr. Sepanik (each, an “Executive”) will be entitled to receive a retention bonus payable on November 18, 2016, provided that if Hardinge enters into a change of control transaction prior to November 18, 2016, then the retention bonus is payable on the one-year anniversary of the date of such change of control transaction. If the Executive terminates employment with the Company prior to the date on which the retention bonus is otherwise payable, then he will forfeit his right to receive the retention bonus unless such termination is (i) without cause (at the discretion of the Company), (ii) a resignation by the Executive for good reason, or (iii) due to the Executive’s death or disability, in which case the retention bonus will be payable to the Executive within thirty (30) days of such termination.
The amount of the retention bonus payable to Mr. Malone is $100,000.00. The amount of the retention bonus payable to Mr. Sepanik is $46,000.00.
The foregoing description of the Agreements is qualified in its entirety by reference to the full text of the Agreements, attached as Exhibits to this Current Report on Form 8-K. Certain defined terms used in the Retention Bonus Agreement for Mr. Malone have the meanings ascribed to such terms in the Amended and Restated Employment Agreement between Hardinge and Mr. Malone dated as of December 16, 2013, which agreement is described in (and included as an Exhibit to) a Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on December 20, 2013. Certain defined terms used in the Retention Bonus Agreement for Mr. Sepanik have the meanings ascribed to such terms in the Employment Agreement between Hardinge and Mr. Sepanik dated as of May 31, 2013, which agreement is included as an exhibit to the Annual Report on Form 10-K filed by the Company with the Securities and Exchange Commission on March 12, 2015.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. | | Description |
10.1 | | Retention Bonus Agreement dated November 18, 2015 between Hardinge Inc. and Douglas J. Malone |
10.2 | | Retention Bonus Agreement dated November 18, 2015 between Hardinge Inc. and William B. Sepanik |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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| | | HARDINGE INC. |
| | | Registrant |
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| Date: November 18, 2015 | By: | /S/ Douglas J. Malone |
| | | Douglas J. Malone |
| | | Vice President and Chief Financial Officer |
HARDINGE INC.
RETENTION BONUS AGREEMENT
This RETENTION BONUS AGREEMENT (“Agreement”), dated as of November 18, 2015 (the “Effective Date”), is between Hardinge Inc., a New York corporation (“Hardinge” or the “Company”), and Douglas J. Malone (the “Employee”).
WHEREAS, Hardinge desires to incentivize the Employee to continue employment with the Company (or its direct or indirect subsidiary, as applicable) during such time that the Company is evaluating strategic alternatives, including a possible Change of Control Transaction and, if a Change of Control Transaction occurs, during a transition period following such transaction.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and for other good and valuable consideration, Hardinge and the Employee, intending to be legally bound, agree as follows:
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1. | Definitions. Capitalized terms used in this Agreement (including the recitals hereto) and not otherwise defined have the meaning set forth in Exhibit A. |
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2. | Amount of Retention Bonus. Subject to the terms and conditions of this Agreement, the Employee shall be eligible to receive a retention bonus in the amount of $100,000.00 (“Retention Bonus”). |
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3. | Payment of Retention Bonus. The Retention Bonus will be due and payable by Hardinge on the Payment Date. The Retention Bonus shall be subject to withholding of all applicable taxes and other deductions. |
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4. | Requirement of Continuous Employment. If the Employee’s employment with Hardinge (or its direct or indirect subsidiary, as applicable) terminates prior to the Payment Date for any reason other than as a result of an Involuntary Separation, then the Employee shall not be entitled to the Retention Bonus or any portion thereof and this Agreement shall terminate and be of no further force or effect. |
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5. | Effect of Retention Bonus on Other Benefits. The entitlement to or payment of the Retention Bonus will not alter the Employee’s entitlement to, or the amount of, any severance or other payment or benefit the Employee is entitled to under any other plans, policies or arrangements of the Company (or its direct or indirect subsidiary, as applicable), and compensation payable hereunder shall not be treated as compensation in respect of any such plan, policy or arrangement. Without limiting the generality of the foregoing, the Retention Bonus shall be disregarded in any calculation of the amount of severance payable to the Employee pursuant to the terms of the Amended and Restated Employment Agreement dated as of December 16, 2013 between Hardinge and the Employee (“Employment Agreement”). |
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6. | No Right to Continued Employment. Nothing herein shall confer upon the Employee the right to remain in the employ or service of Hardinge (or its direct or indirect subsidiary, as applicable), and, subject to the terms of the Employment Agreement, nothing herein shall restrict the ability of Hardinge (or its direct or indirect subsidiary, as applicable) to terminate the Employee’s employment. |
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7. | Non-Solicitation Covenant. In consideration of the Company’s payment of the Retention Bonus, the Employee agrees that during the one (1) year period following the Payment Date, the Employee shall not, directly or indirectly, as a sole proprietor, member of a partnership or other business organization or entity, stockholder or investor, officer or director of a corporation, or as an employee, associate, consultant or agent of any person, partnership, corporation or other business organization or entity other than the Company: (i) solicit or endeavor to entice away from the Company or any of its direct or indirect subsidiaries any person or entity who is, or was within the then most recent 12-month period, a customer or client of the Company or any of its direct or indirect subsidiaries; or (ii) solicit or endeavor to entice away from the Company or any of its subsidiaries any person who is employed by the Company or its subsidiaries or induce such person to terminate his or her employment with the Company or its subsidiaries. Notwithstanding the foregoing, Section 8 of this Agreement shall be void and of no effect if the Employee terminates employment under circumstances which cause him to be bound by the non-solicitation covenants set forth in Section 7.2.1 of the Employment Agreement. |
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8. | Funding. The obligations of the Employer to pay the Retention Bonus shall be contractual only, and all such payments shall be made from the general assets of the Employer. The Employee shall rely solely on the unsecured promise of the Company to pay the Retention Bonus, and nothing herein shall be construed to give the Employee any right, title, interest or claim in or to any specific asset, fund, reserve, account or property of any kind whatsoever of Hardinge or in which it may have any right, title or interest now or in the future. |
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9. | Section 409A. Notwithstanding any other provision of this Agreement, this Agreement is intended to be exempt from or comply with Section 409A of the Internal Revenue Code of 1986, as amended, and shall at all times be interpreted in accordance with such intent. Employee shall have no right to designate the time of payment of the Retention Bonus. |
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10. | Authority of Compensation Committee. This Agreement shall be administered by the Compensation Committee of Hardinge’s Board of Directors (the “Committee”). The Committee has the authority, in its sole discretion, to interpret the provisions of this Agreement and the Employee’s entitlement to the Retention Bonus, and to make any determination the Committee believes necessary or advisable for the administration of this Agreement. All decisions of the Committee in the administration of this Agreement are conclusive and binding on the Employee. If in the opinion of the Committee, the Employee engages in any activity or conduct which is contrary to the best interests of |
the Company or any of its direct or indirect subsidiaries, this Agreement may be terminated by Hardinge and the Employee will not be entitled to receive the Retention Bonus or any portion thereof.
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11. | Governing Law. This Agreement shall be governed by the laws of the State of New York, without giving effect to conflict of law principles thereof. |
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12. | Successors. This Agreement shall inure to the benefit of the Employee and the Employee’s heirs and beneficiaries. This Agreement shall be binding on and inure to the benefit of Hardinge and its respective successors and assigns, whether by merger, sale of assets or otherwise. |
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13. | Counterparts. This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same agreement. |
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14. | Entire Agreement. This Agreement represents the complete understanding of the parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous discussions and agreements between any parties with respect to such subject matter. This Agreement shall not be amended except in a writing executed by the Employee and a duly authorized officer of the Company. |
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15. | Headings and Captions. The headings and captions used in this Agreement are for convenience of reference only, and shall in no way define, limit, expand or otherwise affect the meaning or construction of any provision of this Agreement. |
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first above written.
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| | HARDINGE INC. | |
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| By: | /S/ Richard L. Simons | |
| | Richard L. Simons | |
| | President and Chief Executive Officer | |
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| | /S/ Douglas J. Malone | |
| | Douglas J. Malone | |
| | Vice President and Chief Financial Officer | |
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Exhibit A
Certain Defined Terms
“Cause” has the meaning set forth in the Employment Agreement.
“Change of Control Transaction” has the same meaning as ascribed in the Employment Agreement to the term “Change in Control”.
“Good Reason” has the meaning set forth in the Employment Agreement.
“Involuntary Separation” means a termination of the Employee’s employment with Hardinge, or its applicable direct or indirect subsidiary, as a result of any of the following events: (i) the Employee’s death, (ii) the Employee’s inability to perform his or her duties of employment for a period in excess of sixty (60) consecutive days as a result of physical or mental incapacity, as certified in writing by a licensed treating physician, (iii) termination of the Employee’s employment by Hardinge or its applicable direct or indirect subsidiary, without Cause, or (iv) resignation by the Employee due to Good Reason.
“Payment Date” means the earlier to occur of the Scheduled Payment Date or the date that is the thirtieth (30th) day following an Involuntary Separation.
“Scheduled Payment Date” means the one year anniversary of the Effective Date; provided, however, that if a Change of Control Transaction occurs prior to the one year anniversary of the Effective Date, then the Scheduled Payment Date shall be the date that is the one year anniversary of the date on which the Change of Control Transaction occurred.
HARDINGE INC.
RETENTION BONUS AGREEMENT
This RETENTION BONUS AGREEMENT (“Agreement”), dated as of November 18, 2015 (the “Effective Date”), is between Hardinge Inc., a New York corporation (“Hardinge” or the “Company”), and William B. Sepanik (the “Employee”).
WHEREAS, Hardinge desires to incentivize the Employee to continue employment with the Company (or its direct or indirect subsidiary, as applicable) during such time that the Company is evaluating strategic alternatives, including a possible Change of Control Transaction and, if a Change of Control Transaction occurs, during a transition period following such transaction.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and for other good and valuable consideration, Hardinge and the Employee, intending to be legally bound, agree as follows:
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1. | Definitions. Capitalized terms used in this Agreement (including the recitals hereto) and not otherwise defined have the meaning set forth in Exhibit A. |
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2. | Amount of Retention Bonus. Subject to the terms and conditions of this Agreement, the Employee shall be eligible to receive a retention bonus in the amount of $46,000.00 (“Retention Bonus”). |
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3. | Payment of Retention Bonus. The Retention Bonus will be due and payable by Hardinge on the Payment Date. The Retention Bonus shall be subject to withholding of all applicable taxes and other deductions. |
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4. | Requirement of Continuous Employment. If the Employee’s employment with Hardinge (or its direct or indirect subsidiary, as applicable) terminates prior to the Payment Date for any reason other than as a result of an Involuntary Separation, then the Employee shall not be entitled to the Retention Bonus or any portion thereof and this Agreement shall terminate and be of no further force or effect. |
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5. | Effect of Retention Bonus on Other Benefits. The entitlement to or payment of the Retention Bonus will not alter the Employee’s entitlement to, or the amount of, any severance or other payment or benefit the Employee is entitled to under any other plans, policies or arrangements of the Company (or its direct or indirect subsidiary, as applicable), and compensation payable hereunder shall not be treated as compensation in respect of any such plan, policy or arrangement. Without limiting the generality of the foregoing, the Retention Bonus shall be disregarded in any calculation of the amount of severance payable to the Employee pursuant to the terms of the Employment Agreement dated as of May 31, 2013 between Hardinge and the Employee (“Employment Agreement”). |
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6. | No Right to Continued Employment. Nothing herein shall confer upon the Employee the right to remain in the employ or service of Hardinge (or its direct or indirect subsidiary, as applicable), and, subject to the terms of the Employment Agreement, nothing herein shall restrict the ability of Hardinge (or its direct or indirect subsidiary, as applicable) to terminate the Employee’s employment. |
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7. | [Intentionally Omitted.] |
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8. | Non-Solicitation Covenant. In consideration of the Company’s payment of the Retention Bonus, the Employee agrees that during the one (1) year period following the Payment Date, the Employee shall not, directly or indirectly, as a sole proprietor, member of a partnership or other business organization or entity, stockholder or investor, officer or director of a corporation, or as an employee, associate, consultant or agent of any person, partnership, corporation or other business organization or entity other than the Company: (i) solicit or endeavor to entice away from the Company or any of its direct or indirect subsidiaries any person or entity who is, or was within the then most recent 12-month period, a customer or client of the Company or any of its direct or indirect subsidiaries; or (ii) solicit or endeavor to entice away from the Company or any of its subsidiaries any person who is employed by the Company or its subsidiaries or induce such person to terminate his or her employment with the Company or its subsidiaries. Notwithstanding the foregoing, Section 8 of this Agreement shall be void and of no effect if the Employee terminates employment under circumstances which cause him to be bound by the non-solicitation covenants set forth in Section 7.2.1 of the Employment Agreement. |
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9. | Funding. The obligations of the Employer to pay the Retention Bonus shall be contractual only, and all such payments shall be made from the general assets of the Employer. The Employee shall rely solely on the unsecured promise of the Company to pay the Retention Bonus, and nothing herein shall be construed to give the Employee any right, title, interest or claim in or to any specific asset, fund, reserve, account or property of any kind whatsoever of Hardinge or in which it may have any right, title or interest now or in the future. |
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10. | Section 409A. Notwithstanding any other provision of this Agreement, this Agreement is intended to be exempt from or comply with Section 409A of the Internal Revenue Code of 1986, as amended, and shall at all times be interpreted in accordance with such intent. Employee shall have no right to designate the time of payment of the Retention Bonus. |
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11. | Authority of Compensation Committee. This Agreement shall be administered by the Compensation Committee of Hardinge’s Board of Directors (the “Committee”). The Committee has the authority, in its sole discretion, to interpret the provisions of this Agreement and the Employee’s entitlement to the Retention Bonus, and to make any determination the Committee believes necessary or advisable for the administration of this Agreement. All decisions of the Committee in the administration of this Agreement are conclusive and binding on the Employee. If in the opinion of the Committee, the |
Employee engages in any activity or conduct which is contrary to the best interests of the Company or any of its direct or indirect subsidiaries, this Agreement may be terminated by Hardinge and the Employee will not be entitled to receive the Retention Bonus or any portion thereof.
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12. | Governing Law. This Agreement shall be governed by the laws of the State of New York, without giving effect to conflict of law principles thereof. |
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13. | Successors. This Agreement shall inure to the benefit of the Employee and the Employee’s heirs and beneficiaries. This Agreement shall be binding on and inure to the benefit of Hardinge and its respective successors and assigns, whether by merger, sale of assets or otherwise. |
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14. | Counterparts. This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same agreement. |
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15. | Entire Agreement. This Agreement represents the complete understanding of the parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous discussions and agreements between any parties with respect to such subject matter. This Agreement shall not be amended except in a writing executed by the Employee and a duly authorized officer of the Company. |
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16. | Headings and Captions. The headings and captions used in this Agreement are for convenience of reference only, and shall in no way define, limit, expand or otherwise affect the meaning or construction of any provision of this Agreement. |
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first above written.
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| | HARDINGE INC. | |
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| By: | /S/ Richard L. Simons | |
| | Richard L. Simons | |
| | President and Chief Executive Officer | |
| | | |
| | /S/ William B. Sepanik | |
| | William B. Sepanik | |
| | Vice President - Forkardt | |
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Exhibit A
Certain Defined Terms
“Cause” has the meaning set forth in the Employment Agreement.
“Change of Control Transaction” has the same meaning as ascribed in the Employment Agreement to the term “Change in Control”.
“Good Reason” has the meaning set forth in the Employment Agreement.
“Involuntary Separation” means a termination of the Employee’s employment with Hardinge, or its applicable direct or indirect subsidiary, as a result of any of the following events: (i) the Employee’s death, (ii) the Employee’s inability to perform his or her duties of employment for a period in excess of sixty (60) consecutive days as a result of physical or mental incapacity, as certified in writing by a licensed treating physician, (iii) termination of the Employee’s employment by Hardinge or its applicable direct or indirect subsidiary, without Cause, or (iv) resignation by the Employee due to Good Reason.
“Payment Date” means the earlier to occur of the Scheduled Payment Date or the date that is the thirtieth (30th) day following an Involuntary Separation.
“Scheduled Payment Date” means the one year anniversary of the Effective Date; provided, however, that if a Change of Control Transaction occurs prior to the one year anniversary of the Effective Date, then the Scheduled Payment Date shall be the date that is the one year anniversary of the date on which the Change of Control Transaction occurred.
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