-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DWohtgAT23bbzeDX804CsugE44NpYnFA1/RwQpVQXuk+I21IYvJs0RCXWfFPZSds jZM26fuSOvtbLJNC8dk+5g== 0001104659-08-076228.txt : 20081212 0001104659-08-076228.hdr.sgml : 20081212 20081212144534 ACCESSION NUMBER: 0001104659-08-076228 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20081208 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20081212 DATE AS OF CHANGE: 20081212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HARDINGE INC CENTRAL INDEX KEY: 0000313716 STANDARD INDUSTRIAL CLASSIFICATION: MACHINE TOOLS, METAL CUTTING TYPES [3541] IRS NUMBER: 160470200 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-15760 FILM NUMBER: 081246332 BUSINESS ADDRESS: STREET 1: ONE HARDING DRIVE CITY: ELMIRA STATE: NY ZIP: 14902 BUSINESS PHONE: 6077342281 MAIL ADDRESS: STREET 1: ONE HARDINGE DRIVE CITY: ELMIRA STATE: NY ZIP: 14902 FORMER COMPANY: FORMER CONFORMED NAME: HARDINGE BROTHERS INC DATE OF NAME CHANGE: 19920703 8-K 1 a08-30334_18k.htm 8-K

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): December 8, 2008

Hardinge Inc.

(Exact name of Registrant as specified in its charter)

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.)

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:

o Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o 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 Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Performance Share Incentive Award

On December 8, 2008, the Compensation Committee of the Board of Directors of Hardinge Inc. (“Hardinge” or the “Company”) made awards of Performance Share Incentives, payable in shares of the Company’s common stock, pursuant to the Company’s 2002 Stock Incentive Plan. The awards are contingent upon Hardinge’s performance against EBITDA objectives in the years 2009, 2010 and 2011. The Performance Share Incentive target awards for the Company’s executive officers are as follows:

Executive Officer	Annual Target Award	Total Target Award

Richard L. Simons,
Chief Executive Officer	5,000	15,000

Edward J. Gaio,
Chief Financial Officer	2,666.67	8,000

Douglas C. Tifft,
Senior Vice President-Administration	2,666.67	8,000

For the purposes of the awards, the Board has established an EBITDA objective for the Company for the years 2009, 2010 and 2011. If the Company achieves at least 85% of its EBITDA objective for a year, then each executive officer will be eligible to receive between 85% and 120% of his Annual Target Award depending on actual EBITDA for that year. All shares awarded to an executive officer are subject to forfeiture if the executive officer terminates employment with the Company prior to December 31, 2011, unless such termination is effected by the Company without cause, effected by the executive officer for good reason or as a result of the executive officer’s death or disability.

Non-Qualified Stock Option Awards

On December 8, 2008, the Compensation Committee of the Board of Directors of Hardinge approved, pursuant to the Company’s 2002 Incentive Stock Plan, grants of 33,000 non-qualified stock options to Mr. Simons and 13,000 non-qualified stock options to Mr. Gaio. All options are exercisable at the price of $3.84 per share, the closing price of Hardinge stock on December 8, 2008. The non-qualified stock options will vest ratably over three years. The Committee agreed with Mr. Simons’ recommendation that the award of non-qualified stock options to him shall be in lieu of any incentive bonus award under the Company’s Cash Incentive Plan in effect for 2008.

Employment Agreements

On December 9, 2008, the Board of Directors of Hardinge authorized amendments to employment agreements previously entered into by the Company with each of Mr. Simons, Mr. Gaio and Mr. Tifft, which amendments will be effective January 1, 2009. Copies of the three employment agreement amendments are filed as Exhibits 10.1, 10.2 and 10.3 to this report. The amendments were

adopted in order to ensure that the employment agreements comply with Internal Revenue Code Section 409A.

Prior to the amendments, the employment agreements provided for payment of severance for the greater of six months or the remainder of the employment agreement term if the executive officer was terminated by the Company without cause or if the executive officer terminates his employment for good reason. If such termination occurred within six months following a change in control, the executive officer became entitled to a payment of 1.5 times annual base salary and annual bonus. Also, if the executive officer terminated employment for any reason more than six months following a change in control (but during the term of the employment agreement) the executive officer became entitled to a payment of 1.5 times annual base salary and annual bonus.

The amendments do not change the amount payable to the executive officers, but do change the time and manner of payment in order to comply with Internal Revenue Code Section 409A. If the executive officer is terminated by the Company without cause or if the executive officer terminates for good reason, whether before or during six months following a change in control, the executive officer will receive six months of severance in an immediate lump sum. All other amounts due the executive officer will be paid in installments (if no change in control) or a combination of installments and a lump sum (following a change in control) beginning six months after the executive officer’s termination of employment. If the executive officer terminates for any reason more than six months following a change in control (but during the term of the employment agreement), all amounts due the executive officer will be paid in a combination of installments and a lump sum beginning six months after the executive officer’s termination of employment.

The amendments also require the executive officer to provide the Company written notice within ninety days following the occurrence of an event constituting “good reason.” The written notice must describe the event and state the executive officer’s intention to terminate employment if the Company does not take appropriate corrective action. The Company will have thirty days from the date of receipt of the written notice to take appropriate corrective action.

Base Salary Adjustments

On December 8, 2008, the Compensation Committee of the Board of Directors of Hardinge approved base salary increases for Messrs. Gaio and Tifft. Effective January 1, 2009, Mr. Gaio’s base salary will increase 7.3% from $205,000 to $220,000 and Mr. Tifft’s salary will increase 3.1% from $178,500 to $184,000. The Committee’s adjustment to Mr. Gaio’s base salary is intended to bring Mr. Gaio’s base salary within the Company’s target range for the position of Chief Financial Officer.

Item 5.03 Amendments to Articles of Incorporation or By-Laws; Change in Fiscal Year

The Board of Directors of Hardinge amended the Bylaws of the Company on December 9, 2008 to permit the Company’s Chief Executive Officer to confer the title of Vice President or any variation thereof on an employee of the Company without the Board of Directors electing such employee an officer of the Company. The text of this amendment is included as Exhibit 3.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits

The following Exhibits are filed herewith:

Exhibit No.		Description

3.1		Amendment to Bylaws of Hardinge Inc., as adopted on December 9, 2008.

10.1		Amendment One to the Employment Agreement between Hardinge Inc. and Richard L. Simons

10.2		Amendment One to the Employment Agreement between Hardinge Inc. and Edward J. Gaio

10.3		Amendment One to the Employment Agreement between Hardinge Inc. and Douglas C. Tifft

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.

	HARDINGE INC.
	Registrant


Date: December 12, 2008	By:	/s/ Richard L. Simons
	Richard L. Simons, President,
	Chief Executive Officer

EX-3.1 2 a08-30334_1ex3d1.htm EX-3.1

EXHIBIT 3.1

Amendment to Article V of
the By-Laws of Hardinge Inc.

Section 5. Non-Officer Appointments.

The Chief Executive Officer may, from time to time for the convenience of the Corporation and in furtherance of its business interests, confer the title of Vice President or any variation thereof on an employee of the Corporation without the Board of Directors electing such employee an officer of the Corporation (a ‘Non-Officer Vice President”). A Non-Officer Vice President shall not be an officer of the Corporation for any purpose including, but not limited to, for the purposes of these By-Laws, the New York Business Corporation Law and any employee benefit plan sponsored or offered by the Corporation. Each appointment of a Non-Officer Vice President is revocable at the discretion of the Chief Executive Officer.

EX-10.1 3 a08-30334_1ex10d1.htm EX-10.1

EXHIBIT 10.1

HARDINGE INC.

EMPLOYMENT AGREEMENT

Amendment One Effective January 1, 2009

AMENDMENT dated as of January 1, 2009 (the “Amendment”) of an Employment Agreement dated as of March 3, 2008 (the “Agreement”), between HARDINGE INC., a New York corporation (the “Company”) and RICHARD L. SIMONS (the “Executive”).

WHEREAS, the Company entered into the Agreement as of March 3, 2008 in order to engage the Executive to provide services pursuant to the terms of the Agreement; and

WHEREAS, this Amendment is intended to revise the Agreement effective January 1, 2009 to include provisions intended to comply with final regulations promulgated under Internal Revenue Code (“Code”) Section 409A and shall be construed to the extent practicable so as to avoid causing any amounts payable to the Executive under the Agreement to be includable in his gross income under Code Section 409A(a)(1).

NOW, THEREFORE, in consideration of the covenants and agreements hereinafter set forth, the parties hereto agree as follows:

1. Section 5.2, entitled “Termination Without Cause; Resignation for Good Reason” is amended effective January 1, 2009 to read as follows:

5.2.1 Prior to a Change in Control. If, prior to the expiration of the Employment Term, the Executive’s employment is terminated by the Company without Cause, or the Executive resigns from his employment hereunder for Good Reason, in either case at any time prior to a Change in Control, the Company shall continue to pay the Executive the Base Salary (at the rate in effect immediately prior to such termination) for the greater of (i) 6 months or (ii) the remainder of the Employment Term (such period being referred to hereinafter as the “Severance Period”). The payments shall occur in installments in the same amount and at the same regular payment intervals as the Executive’s Base Salary was being paid on January 1, 2009 and such installments shall be deemed a series of separate payments within the meaning of Treas. Reg. §1.409A-2(b)(2)(iii). Installments which in the aggregate do not exceed Executive’s Base Salary payable over 6 months shall be paid in a lump sum within 60 days following Executive’s termination of employment. The remaining installments, if any, shall be paid in regular payment intervals with the first such installment paid on the first payment date occurring on or after the day following the 6-month anniversary of the Executive’s termination of employment. In addition, if the Executive elects to continue his health insurance coverage in the applicable Company plan pursuant to the

Consolidated Omnibus Reconciliation Act of 1985, as amended, then the Company shall pay for such coverage during the Severance Period, provided, however, that (i) the Executive shall be responsible for paying such portion of the applicable health insurance premium as the Company requires from executive employees under the applicable Company plan, and (ii) the Company’s obligation to pay for such coverage during the Severance Period will terminate if, during the Severance Period, the Executive becomes eligible to receive health insurance coverage from another source at a cost to the Executive that is equal to, or less than, the Executive’s cost under the Company Plan. The Executive shall have no further right to receive any other compensation or benefits after such termination or resignation of employment except as determined in accordance with the terms of the employee benefit plans or programs of the Company. In the event of the Executive’s death during the Severance Period, Base Salary continuation payments under this Section 5.2.1 shall continue to be made during the remainder of the Severance Period to the beneficiary designated in writing for this purpose by the Executive or, if no such beneficiary is specifically designated, to the Executive’s estate.

If, during the Severance Period, the Executive breaches his obligations under Section 8 of this Agreement, the Company may, upon written notice to the Executive, terminate the Severance Period and cease to make any further payments or provide any benefits described in this Section 5.2.1.

The Company’s obligation to make the Base Salary continuation and health insurance payments described in this Section 5.2.1 shall be subject to the following conditions: (i) within twenty-one (21) days after the effective date of termination or resignation, the Executive shall have executed and delivered to the Company a Termination Agreement and Release (“Release”) in the form of Exhibit A attached hereto, and (ii) the Release shall not have been revoked by the Executive during the Executive during the revocation period specified therein. If the Executive fails to deliver a fully executed Release to the Company before expiration of such twenty-one (21) day period, or such release is revoked as permitted therein, then the Company will have no obligation to make any of the payments specified in this Section 5.2.1.

5.2.2 Within 6 Months Following a Change in Control. If , prior to the expiration of the Employment Term, the Executive’s employment is terminated by the Company without Cause, or the Executive terminates his employment hereunder for Good Reason, in either case within 6 months following a Change in Control, the Company shall pay to the Executive cash payments equal to 1.5 times the sum of (i) his Base Salary (at the rate in effect immediately prior to such termination or, if higher, as in effect immediately prior to the Change in Control) and (ii) his average annual bonus earned during the three fiscal years immediately preceding the Change in Control. The payment based on the Executive’s Base Salary shall occur in installments in the same amount and at the same regular payment intervals as the Executive’s Base Salary was being paid on January 1, 2009 and such installments shall be deemed a series of separate payments within the meaning of Treas. Reg. §1.409A-2(b)(2)(iii). Installments

which in the aggregate do not exceed Executive’s Base Salary payable over 6 months shall be paid in a lump sum within 60 days following Executive’s termination of employment. The remaining installments shall be paid in regular payment intervals with the first such installment paid on the first payment date occurring on or after the day following the 6-month anniversary of the Executive’s termination of employment. The payment based on the Executive’s average annual bonus, which shall be deemed a separate “payment” within the meaning of Treas. Reg. §1.409A-2(b)(2) from the payment based on Base Salary, shall be paid in a lump sum within 60 days following the Executive’s termination of employment. In addition, the Executive shall be entitled to continue to participate for a period of three years following such termination in all employee welfare benefit plans that the Company provides and continues to provide generally to its executive employees (or, if the Executive is not entitled to participate in any such plan under the terms thereof, in a comparable substitute arrangement provided by the Company) provided, however, that for the first six months following the Executive’s termination of employment, the Executive shall pay the premiums of any welfare benefit plans to the extent that the payment of such premiums by the Company would have constituted gross income to the Executive. The Company shall reimburse the Executive for any premiums or other expenses incurred by the Executive with respect to his participation and that of any of his dependents in any such employee benefit welfare plan.

5.2.3 After 6 Months Following a Change in Control. If, prior to the expiration of the Employment Term, the Executive resigns from his employment for any reason at any time later than six months following a Change in Control, the Company shall pay to the Executive cash payments equal to 1.5 times the sum of (i) his Base Salary (at the rate in effect immediately prior to such termination or, if higher, as in effect immediately prior to the Change in Control) and (ii) his average annual bonus earned during the three fiscal years immediately preceding the Change in Control. The payment based on the Executive’s Base Salary shall occur in installments in the same amount and at the same payment intervals as the Executive’s Base Salary was being paid on January 1, 2009 provided, however, that no such installment shall be paid before the day following the 6-month anniversary of the Executive’s termination of employment. The payment based on the Executive’s average annual bonus, which shall be deemed a separate “payment” within the meaning of Treas. Reg. §1.409A-2(b)(2) from the payment based on Base Salary, shall be paid in a lump sum on the day following the 6-month anniversary of the Executive’s termination of employment. In addition, the Executive shall be entitled to continue to participate for a period of three years following such termination in all employee welfare benefit plans that the Company provides and continues to provide generally to its executive employees (or, if the Executive is not entitled to participate in any such plan under the terms thereof, in a comparable substitute arrangement provided by the Company) provided, however, that for the first six months following the Executive’s termination of employment, the Executive shall pay the premiums of any welfare benefit plans to the extent that the payment of such premiums by the Company would have constituted gross income to the Executive. The Company shall reimburse the Executive for any premiums or other

expenses incurred by the Executive with respect to his participation and that of any of his dependents in any such employee benefit welfare plan.

2. Section 5.5, entitled “Good Reason” is amended effective January 1, 2009 to read as follows:

5.5 Good Reason. For purposes of this Agreement, “Good Reason” shall mean the occurrence of one or more of the following events provided that, the Executive shall give the Company a written notice, within 90 days following the initial occurrence of the event, describing the event that the Executive claims to be Good Reason and stating the Executive’s intention to terminate employment unless the Company takes appropriate corrective action:

(i) a material decrease in the Executive’s Base Salary or a failure by the Company to pay material compensation due and payable to the Executive in connection with his employment;

(ii) the Company’s failure to assign to the Executive duties that are generally consistent with the Executive’s position and title;

(iii) a material diminution in benefits provided by the Company to the Executive except for a diminution applicable to substantially all of the Company’s senior executives;

(iv) the Company’s requiring the Executive to relocate to an office or location more than 50 miles from the Company’s facilities in Elmira, New York;

(v) a failure or refusal of any successor company to assume the Company’s obligations under this Agreement; or

(vi) the Company’s material breach of any material term of this Agreement.

The Company shall have 30 days from the date of receipt of the written notice from the Executive stating his claim of Good Reason in which to take appropriate corrective action. If the Company does not cure the Good Reason, the Good Reason will be deemed to have occurred at the end of the 30-day period. This section shall apply with respect to any successor of the Company following a Change in Control as if such successor were the Company.

IN WITNESS WHEREOF, the Company has caused this Amendment of the Agreement to be duly executed and the Executive has hereunto set his hand, as of the day and year first above written.

	HARDINGE INC.


	By	/S/ KYLE H. SEYMOUR
	Name: Kyle H. Seymour
	Title: Chairman of the Board


	/S/ RICHARD L. SIMONS
	Richard L. Simons

EX-10.2 4 a08-30334_1ex10d2.htm EX-10.2

EXHIBIT 10.2

HARDINGE INC.
EMPLOYMENT AGREEMENT
Amendment One Effective January 1, 2009

WHEREAS, the Company entered into the Agreement as of March 3, 2008 in order to engage the Executive to provide services pursuant to the terms of the Agreement; and

NOW, THEREFORE, in consideration of the covenants and agreements hereinafter set forth, the parties hereto agree as follows:

1. Section 5.2, entitled “Termination Without Cause; Resignation for Good Reason” is amended effective January 1, 2009 to read as follows:

his health insurance coverage in the applicable Company plan pursuant to the Consolidated Omnibus Reconciliation Act of 1985, as amended, then the Company shall pay for such coverage during the Severance Period, provided, however, that (i) the Executive shall be responsible for paying such portion of the applicable health insurance premium as the Company requires from executive employees under the applicable Company plan, and (ii) the Company’s obligation to pay for such coverage during the Severance Period will terminate if, during the Severance Period, the Executive becomes eligible to receive health insurance coverage from another source at a cost to the Executive that is equal to, or less than, the Executive’s cost under the Company Plan. The Executive shall have no further right to receive any other compensation or benefits after such termination or resignation of employment except as determined in accordance with the terms of the employee benefit plans or programs of the Company. In the event of the Executive’s death during the Severance Period, Base Salary continuation payments under this Section 5.2.1 shall continue to be made during the remainder of the Severance Period to the beneficiary designated in writing for this purpose by the Executive or, if no such beneficiary is specifically designated, to the Executive’s estate.

separate payments within the meaning of Treas. Reg. §1.409A-2(b)(2)(iii). Installments which in the aggregate do not exceed Executive’s Base Salary payable over 6 months shall be paid in a lump sum within 60 days following Executive’s termination of employment. The remaining installments shall be paid in regular payment intervals with the first such installment paid on the first payment date occurring on or after the day following the 6-month anniversary of the Executive’s termination of employment. The payment based on the Executive’s average annual bonus, which shall be deemed a separate “payment” within the meaning of Treas. Reg. §1.409A-2(b)(2) from the payment based on Base Salary, shall be paid in a lump sum within 60 days following the Executive’s termination of employment. In addition, the Executive shall be entitled to continue to participate for a period of three years following such termination in all employee welfare benefit plans that the Company provides and continues to provide generally to its executive employees (or, if the Executive is not entitled to participate in any such plan under the terms thereof, in a comparable substitute arrangement provided by the Company) provided, however, that for the first six months following the Executive’s termination of employment, the Executive shall pay the premiums of any welfare benefit plans to the extent that the payment of such premiums by the Company would have constituted gross income to the Executive. The Company shall reimburse the Executive for any premiums or other expenses incurred by the Executive with respect to his participation and that of any of his dependents in any such employee benefit welfare plan.