Hardinge Inc. (NASDAQ:HDNG) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e)
On July 31, 2017, the independent members of the Board of Directors approved grants of two options (each, an “Option”) to purchase shares of the Company’s common stock, par value $.01 per share (the “Common Stock”) to Douglas J. Malone, the Company’s Senior Vice President and Chief Financial Officer to the Company’s Amended and Restated 2011 Incentive Stock Plan (the “Plan”).
Both Options: (i) are not intended to qualify as an “incentive stock option” as that term is defined in Section 422 of the Internal Revenue Code of 1986, as amended; (ii) have an exercise price equal to the fair market value of the Company’s Common Stock on the date of grant of the Option; (iii) have a term of 10 years from the date of grant of the Option; and (iv) have 15,000 shares of Common Stock subject to the Option.
With respect to one Option, fifty percent (50%) of the shares of Common Stock subject to the Option shall become vested and exercisable on the second year anniversary of the date of grant of the Option and the remaining shares of Common Stock subject to the Option shall become vested and exercisable on the third year anniversary of the date of grant of the Option.
With respect to the second Option, the shares of Common Stock subject to the Option shall become vested and exercisable upon the completion of certain milestones associated with the economic performance of the Company over a three year period (beginning with the date of grant of the Option), as mutually agreed upon by the Compensation Committee of the Company’s Board of Directors and Mr. Malone.
The foregoing is only a brief description of the material terms of the Options and does not purport to be complete and is qualified in its entirety by reference to the Plan and the option agreements evidencing the Options (the “Option Agreements”). Copies of the Option Agreements and the Plan are featured as Exhibits 10.1, 10.2 and 10.3 to this Current Report on Form 8-K and the full text of each of the Option Agreements and the Plan are incorporated by reference into this Item 5.02.
Item 9.01Financial Statements and Exhibits.
(d)Exhibits.
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EXHIBIT NUMBER |
DESCRIPTION |
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10.1 |
Non-qualified Option Agreement dated as of July 31, 2017, between Hardinge Inc. and Douglas J. Malone |
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10.2 |
Non-qualified Option Agreement dated as of July 31, 2017, between Hardinge Inc. and Douglas J. Malone |
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10.3 |
Hardinge Inc. Amended and Restated 2011 Incentive Stock Plan (incorporated by reference from Appendix A of the Company’s definitive proxy statement on Schedule 14A, as filed with the Commission on March 28, 2014 (File No. 001-34639)) |
HARDINGE INC ExhibitEX-10.1 2 exh101nonqualifiedoptionpe.htm EXHIBIT 10.1 Exhibit -1-HARDINGE INC.AMENDED AND RESTATED2011 INCENTIVE STOCK PLANNONQUALIFIED OPTION AGREEMENTThis NONQUALIFIED OPTION AGREEMENT (the “Agreement”) is dated as of July 31,…To view the full exhibit click here
About Hardinge Inc. (NASDAQ:HDNG)
Hardinge Inc. (Hardinge) is a designer, manufacturer and distributor of machine tools, specializing in precision computer numerically controlled metalcutting machines and workholding technology solutions. The Company supplies high precision computer controlled metalcutting turning machines, grinding machines, machining centers and repair parts related to those machines. It also engineers and supplies high precision, standard and specialty workholding devices, and other machine tool accessories. It operates through two segments: Metalcutting Machine Solutions (MMS), and Aftermarket Tooling and Accessories (ATA). The MMS segment includes high precision computer controlled metalcutting turning machines, vertical machining centers, horizontal machining centers, and grinding machines. The ATA segment includes products, primarily collets and chucks that are purchased by manufacturers throughout the lives of their Hardinge or other branded machines.
