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.
Appointment of Robert R. Rogowski as Corporate Controller
On December 19, 2016, Robert R. Rogowski, age 58, was appointed as Corporate Controller of Hardinge Inc. (“Hardinge” or the “Company”) and, in connection with such appointment, Mr. Rogowski has been designated as the Company’s Principal Accounting Officer. Prior to joining the Company, Mr. Rogowski was employed by Broadwind Energy, Inc., a publicly-traded company specializing in wind tower and precision gearing fabrication, serving as the company’s Vice President and Corporate Controller since April 2011 and as the company’s Principal Accounting Officer since May 2013.
In connection with Mr. Rogowski’s appointment as Corporate Controller, the Company and Mr. Rogowski have entered into an Employment Agreement, dated December 20, 2016 (the “Employment Agreement”). The initial term of employment under the Employment Agreement is for one year with automatic one-year extensions unless either party gives 60-day notice prior to the expiration of the then current term. Upon a change in control (as defined in the Employment Agreement) of the Company, the term of the Employment Agreement is automatically extended for a period of two years commencing on the date of the change in control.
The Employment Agreement provides for base salary at the annual rate of $210,000 for Mr. Rogowski, subject to annual review by the Company’s Board of Directors, and a bonus in the sole and absolute discretion of the Company’s Board of Directors. Under the Employment Agreement, Mr. Rogowski is eligible to participate in all pension and welfare benefit programs generally made available to the Company’s executive employees.
The Employment Agreement provides that if the Company terminates Mr. Rogowski’s employment without cause (as defined in the Employment Agreement) or he resigns for good reason (as defined in the Employment Agreement) prior to a change in control, then he will be entitled to severance payments equal to his base salary and is entitled to continued participation in all Company welfare plans for a period of twelve months, provided he tenders a release to the Company. Following a change in control, if Mr. Rogowski’s employment is terminated by the Company without cause or by Mr. Rogowski for good reason within twelve months of a change in control, then Mr. Rogowski will be entitled to severance payments equal to 1.5 times the sum of his current annual base salary (or as in effect immediately prior to the change of control, if higher) and his average annual bonus over the prior three years and is entitled to continued participation in all Company welfare plans for a period of eighteen months. In the event of termination of Mr. Rogowski’s employment by reason of death, disability, resignation without good reason or termination by the Company for cause, he is entitled to his base salary and benefits through the date of termination of employment.
The above-described severance payments payable to Mr. Rogowski will be, to the Employment Agreement, payable in installments intended to comply with Internal Revenue Code Section 409A and the regulations thereunder.
The Employment Agreement also contains covenants protecting the Company’s intellectual property and confidential information and restricting competition with the Company if termination of employment occurs prior to a change in control.
About Hardinge Inc. (NASDAQ:HDNG)