EXHIBIT 10.1


 


HARDINGE INC.


 


Amended and Restated
Executive Supplemental Pension Plan


 


(Effective August 9, 2005)


 


This Amended and Restated Executive Supplemental
Pension Plan (the “Plan”), effective August 9, 2005, is designed to
provide a benefit which, when added to other retirement income, will ensure the
payment of a competitive level of retirement income in order to attract, retain
and motivate selected executives of Hardinge Inc. (“Hardinge”).  The Compensation Committee of the Board of
Directors of Hardinge shall serve as the Supplemental Pension Plan Committee (“Committee”)
and shall have the authority to administer the Plan.  The Committee’s decision in any matter
involving the interpretation and application of the Plan shall be final and
binding.  All terms used in the Plan and
not otherwise defined herein shall have the same meaning as such terms are used
in the Hardinge Inc. Pension Plan (“Pension Plan”).


 


1.                                       Eligibility.   From time to time Hardinge’s
Board of Directors may select executives as Participants in the Plan as of
dates designated by the Committee.  In no
event shall a Participant or a Participant’s Beneficiary be eligible for, or
receive a benefit under the Plan unless and until the Participant is entitled
to a benefit under the Pension Plan.


 


2.                                       Benefits.   Unless otherwise specified by
written agreement between Hardinge and the Participant, the benefits which
Hardinge shall pay to a Participant or his Beneficiary under the Plan shall
equal the excess, if any, of (a) over (b) where:


 


(a)                                  is the benefit which would have been paid to
the Participant or to his Beneficiary under the terms of the Pension Plan as in
effect on the date of the Participant’s termination of employment, computed,
however, as if:


 


(i)                                     the Pension Plan benefit formula as presently
set forth in Section 4.1 thereof, were adjusted to provide a Normal
Pension each year for life equal to 1-1/4% of the Participant’s Final Average
Annual Compensation 


 





















 


times the number of years and fractions thereof of
Credited Service to the date of termination of employment.  For the purposes hereof, Annual Compensation
shall mean base salary received plus cash bonuses earned for services rendered
in a calendar year whether or not actually received in that year (provided,
however, the amount of cash bonuses in any year for the purposes hereof shall
be limited to 50% of the base salary for said year) and Final Average Annual
Compensation shall mean the average of the Participant’s highest Annual
Compensation received in any three of the five full calendar years immediately
preceding the date of termination of employment.


 


Minimum Benefit.   In
no case shall the benefit earned hereunder be less than the benefit computed in
accordance with the terms of the Pension Plan, provided however, that in
computing this minimum benefit there shall be substituted with respect to the
Pension Plan’s past service benefit formula 1-1/2% for each year of Credited
Service in place of the present 1-1/4% (or such other percentage as may be in
effect from time to time under the Pension Plan), and


 


(ii)                                  the basic Pension Plan benefit formula and
all benefits under the Pension Plan were administered and payable without
regard to the special benefit limitations as set forth in Section 7.2 of
the Pension Plan as amended from time to time to comply with the provisions of Section 415
of the Internal Revenue Code (as amended to date and as may hereafter be
amended) limiting benefits payable under tax-qualified retirement plans, and


 


(b)                                 is the benefit which is payable to the
Participant or to his Beneficiary under the terms of the Pension Plan as in
effect on


 


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the date of the Participant’s termination of
employment, or if later, the date benefits commence to the Participant or his
Beneficiary, as the case may be.


 


Payments
of benefits under the Plan shall be coincident in time and form with the
payment of the pension benefits made to, or on behalf of, a Participant or his
Beneficiary under the Pension Plan, provided however that (i) the joint
and survivor election which shall apply to the benefits payable under this Plan
shall be the Participant’s joint and survivor election (if any) under this
Plan, which election shall be made within thirty (30) days following eligibility
for participation in this Plan and may be changed after the initial election
only in accordance with the provisions of Section 409A of the Internal
Revenue Code of 1986 and the regulations thereunder as amended from time to
time, (ii) the Pension Plan’s provisions under Section 4.8 providing
an unreduced joint and survivor participant benefit for five (5) years
shall not be applicable under this Plan, and (iii) should a Participant’s
spouse at the time of the Participant’s joint and survivor election die prior
to the Participant’s entitlement to benefits under this Plan, the Participant’s
joint and survivor election shall be null and void.


 


Subject to the right of Hardinge to discontinue the
Plan, in whole or in part and as to any one or all of the Participants, a
Participant shall have a nonforfeitable interest in benefits payable under the
Plan to the same extent as benefits are vested under Article IV of the
Pension Plan.


 


The benefits provided under the Plan shall not apply
to a Participant’s service following his sixty-fifth (65th)
birthday.  If a Participant continues
employment with Hardinge after reaching age sixty-five (65), no further
benefits of any kind shall accrue under the Plan for service after said date
and benefits under the Plan shall be payable only upon the Participant’s
subsequent termination of employment.  In
the event of such continued employment, the benefit payable under the Plan
shall be frozen on the Participant’s sixty-fifth (65th) birthday,
and thereafter reduced by benefits earned under the Pension Plan following
attainment of age sixty-five (65).


 


Except as to withholding of
any tax under the laws of the United States or any state or locality, no
benefit payable at any time under the Plan shall be subject in any manner to alienation,
sale, transfer, assignment, pledge,


 


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attachment, or other legal process, or encumbrance
of any kind. Any attempt to alienate, sell, transfer, assign, pledge or
otherwise encumber any such benefits, whether currently or thereafter payable,
shall be void. No benefit shall, in any manner, be liable for or subject to the
debts or liabilities of any person entitled to such benefits. If any person
shall attempt to, or shall alienate, sell, transfer, assign, pledge or
otherwise encumber his or her benefits under the Plan, or if by reason of his
or her bankruptcy or other event happening at any time, such benefits would
devolve upon any other person or would not be enjoyed by the person entitled
thereto under the Plan, then Hardinge, in its discretion, may terminate the
interest in any such benefits of the person entitled thereto under the Plan and
hold or apply them to or for the benefit of such person entitled thereto under
the Plan or his or her spouse, children or other dependents, or any of them, in
such manner as Hardinge may deem proper.


 


3.                                       Indemnification.   To
the full extent authorized or permitted by law, Hardinge shall indemnify any
person who brings an action or proceeding, whether civil or criminal, or is
made, or threatened to be made, a party to an action or proceeding, whether
civil or criminal, by reason of the fact that he, his testator or intestate, is
or shall be entitled to benefits under this Plan and Hardinge has failed to
make payments hereunder when due or has otherwise failed to follow the terms of
the Plan or such person has reasonable cause to believe Hardinge shall or
intends to so fail to perform its future obligations hereunder arising within a
reasonable time thereof, or with respect to any other matter directly or
indirectly related to this Plan, unless a judgment or other final adjudication
adverse to such person establishes that Hardinge was or is legally entitled to
fail to so perform its obligations hereunder. 
Without limitation of the foregoing, such indemnification shall include
indemnification against all costs of whatsoever nature or kind, including
attorneys’ fees and costs of investigation or defense, incurred by any such
person with respect to any such action or proceeding and any appeal therein,
and which judgments, fines, amounts and expenses have not been recouped by him
in any other manner.  All expenses
incurred by a person in connection with an actual or threatened action or
proceeding with respect to which such person is or may be entitled to
indemnification under this Section, shall, in the absence of a final
adjudication adverse to such person as described above, be promptly paid by
Hardinge to him, upon receipt of an undertaking by him to repay the portion of
such advances, if any, to which he may finally be determined not to be
entitled.  This Section may not
without the consent of such a person be amended or changed


 


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in any manner adverse to such person.  The indemnification provided by this Section shall
not be deemed exclusive of any other rights to which a person may be entitled
other than pursuant to this Section.


 


4.                                       Miscellaneous.  
Hardinge expects to continue the Plan indefinitely but reserves the right
at any time and from time to time by action of the Committee to amend, suspend
or discontinue it, in whole or in part and with respect to any one or all of
the Participants and beneficiaries hereunder, if in the Committee’s sole
discretion and judgment, such a change is deemed necessary or desirable.  However, no such amendment, suspension or
termination shall affect a Participant’s or beneficiary’s right to receive the
benefits accrued in accordance with this Plan as in effect immediately prior to
such amendment, suspension or termination. 
Neither the adoption of the Plan by Hardinge nor any action of Hardinge
or the Committee under the Plan shall be held or construed to confer upon any
person any legal right to be continued as an employee of Hardinge.  All Participants shall be subject to
discharge to the same extent as they would have been if the Plan had never been
adopted.  The Plan shall be binding on
Hardinge’s successors and assigns and is established under and shall be
construed according to the laws of the State of New York.


 


IN WITNESS WHEREOF, Hardinge Inc. has caused this
instrument to be executed by its officers thereunto duly authorized and its
corporate seal to be hereunto affixed as of August 9, 2005.


 


 


	
   

  	
  HARDINGE INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
    /s/ J. Patrick Ervin

  	
   

  
	
   

  	
   

  	
  Its Chairman of the Board,

  
	
   

  	
   

  	
       Chief Executive Officer

  
	
   

  	
   

  	
       and President

  
	
   

  	
   

  
	
   

  	
   

  
	
  Attest:

  	
   

  
	
   

  	
   

  
	
    /s/ J. Philip Hunter

  	
   

  	
   

  
	
  Its
  Secretary

  	
   

  	
   

  



 


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