Schedule of Nonqualified Option Agreements between Hardinge Inc. and Charles P. Dougherty and Randall D. Bahr

Summary

Hardinge Inc. entered into nonqualified stock option agreements with Charles P. Dougherty and Randall D. Bahr on June 6, 2017. Dougherty received options under both a performance milestone-based agreement and a time-vesting agreement, each for 75,000 shares. Bahr received similar agreements, but each covers 37,500 shares. The only material difference between the agreements for each individual is the number of shares subject to the options. These agreements set the terms for how and when the options can vest, based on company performance or time.

EX-10.5 7 exh105schedulerequiredbyin.htm EXHIBIT 10.5 Exhibit

Exhibit 10.5

Schedule Required by Instruction 2 to 601

of Regulation S-K

Hardinge Inc. (the “Company”) entered into (i) a Nonqualified Option Agreement, dated as of June 6, 2017 with Charles P. Dougherty (the agreement is featured as Exhibit 10.4 to the Quarterly Report on Form 10-Q) which contemplates that the vesting of the option shall be subject to the completion of certain milestones associated with the economic performance of the Company, (the “Performance Milestone Option Agreement”) and (ii) a Nonqualified Option Agreement, dated as of June 6, 2017 with Charles P. Dougherty (the agreement is featured as Exhibit 10.3 to the Quarterly Report on Form 10-Q) which contemplates that the vesting of the option shall occur in accordance with a time-based schedule (the “Time Vesting Option Agreement”). The Company has also entered into two Nonqualified Option Agreements, dated as of June 6, 2017 with Randall D. Bahr (collectively, the “Bahr Option Agreements”). Except as noted below, one of the Bahr Option Agreements is substantially similar in all material respects to the Performance Milestone Option Agreement and the other Bahr Option Agreement is substantially similar in all material respects to the Time Vesting Option Agreement.

The only material difference between the Performance Milestone Option Agreement and the corresponding Bahr Option Agreement is the number of shares of common stock of Hardinge Inc., par value $.01 per share (the “Common Stock”) that is subject to each option agreement as set forth below:

Number of Shares of Common Stock

Subject to Applicable Nonqualified Option Agreement



Performance Milestone Option Agreement	Corresponding Bahr Option Agreement
75,000 shares of Common Stock	37,500 shares of Common Stock

The only material difference between the Time Vesting Option Agreement and the corresponding Bahr Option Agreement is the number of shares of Common Stock that is subject to each option agreement as set forth below:

Number of Shares of Common Stock

Subject to Applicable Nonqualified Option Agreement



Time Vesting Option Agreement	Corresponding Bahr Option Agreement
75,000 shares of Common Stock	37,500 shares of Common Stock