EXHIBIT 10.1
HARDINGE INC.
SEPARATION AND CONSULTING AGREEMENT
THIS SEPARATION AND CONSULTING AGREEMENT
("Agreement") is made as of May 22, 2008 by and between HARDINGE INC., a New
York corporation with its principal office at One Hardinge Drive, Elmira, New
York 14902-1507 (the "Company") and J. Patrick Ervin, an individual residing at
27 Dublin Drive, Elmira, New York 14905 ("Mr. Ervin").
WHEREAS, Mr. Ervin and the Company have agreed
that Mr. Ervin's service as President and Chief Executive Officer of the Company
will terminate effective upon the date of this Agreement; and
WHEREAS, because Mr. Ervin has extensive
knowledge, experience, skill and ability, and because of Mr. Ervin's long
standing knowledge of the Company's business, the Company desires to engage
Mr. Ervin as a consultant to the Company upon termination of Mr. Ervin's
employment with the Company and secure Mr. Ervin's covenant to not compete with
the Company on the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the promises
exchanged herein, the parties agree as follows:
1.
SEPARATION.
(A)
EFFECTIVE UPON THE
DATE OF THIS AGREEMENT (THE "SEPARATION DATE"), MR. ERVIN'S SERVICE AS AN
OFFICER AND EMPLOYEE OF THE COMPANY AND IN ALL CAPACITIES IN WHICH MR. ERVIN IS
SERVING ANY AFFILIATE (AS HEREINAFTER DEFINED) OR ANY EMPLOYEE BENEFIT PLAN
SPONSORED BY THE COMPANY OR ANY AFFILIATE, INCLUDING, BUT NOT LIMITED TO, AS
DIRECTOR, OFFICER, MANAGER, EMPLOYEE AND TRUSTEE, IS HEREBY TERMINATED.
(B)
MR. ERVIN HEREBY
ALSO RESIGNS AS A DIRECTOR OF THE COMPANY, EFFECTIVE ON THE SEPARATION DATE.
(C)
MR. ERVIN AGREES
TO RESIGN, EFFECTIVE UPON THE SEPARATION DATE, AS AN OFFICER, TRUSTEE AND MEMBER
OF THE ANDERSON-EVANS FOUNDATION OF ELMIRA, NY (THE "AE FOUNDATION") AND WILL
PROMPTLY AFTER HIS EXECUTION OF THIS AGREEMENT SUBMIT A WRITTEN RESIGNATION, IN
CUSTOMARY FORM, TO THE BOARD OF DIRECTORS OF THE AE FOUNDATION.
(D)
MR. ERVIN FURTHER
AGREES TO EXPEDITIOUSLY RESIGN FROM ANY POSITIONS HE HOLDS WITH ANY TRADE,
CIVIC, PROFESSIONAL OR OTHER ORGANIZATIONS IN WHICH HE IS SERVING AS, OR IS
IDENTIFIED AS, A REPRESENTATIVE OF THE COMPANY.
2.
CONSULTING ENGAGEMENT.
EFFECTIVE
ON THE SEPARATION DATE, THE COMPANY HEREBY ENGAGES MR. ERVIN AS AN INDEPENDENT
CONSULTANT TO ADVISE AND CONSULT WITH THE COMPANY DURING THE CONSULTING TERM (AS
HEREINAFTER DEFINED) WITH RESPECT TO ALL MATTERS REGARDING THE BUSINESS OF THE
COMPANY AND ITS AFFILIATES THAT ARE WITHIN MR. ERVIN'S KNOWLEDGE,
EXPERIENCE OR EXPERTISE OR ARE RELATED TO MR. ERVIN'S FORMER DUTIES AS AN
EXECUTIVE OFFICER OF THE COMPANY, AND MR. ERVIN HEREBY ACCEPTS SUCH ENGAGEMENT.
MR. ERVIN SHALL PROVIDE SUCH CONSULTATION SERVICES TO THE COMPANY DURING NORMAL
BUSINESS HOURS AND UPON REASONABLE NOTICE FROM THE COMPANY.
MR. ERVIN SHALL NOT
BE REQUIRED TO DEVOTE MORE THAN FORTY (40) HOURS PER MONTH TO HIS CONSULTING
DUTIES UNDER THIS AGREEMENT.
TO AVOID INCONVENIENCE OR CONFLICT WITH RESPECT TO
MR. ERVIN'S OTHER BUSINESS OR PERSONAL AFFAIRS, THE COMPANY WILL USE REASONABLE
EFFORTS TO ALLOW MR. ERVIN TO PROVIDE CONSULTATION SERVICES TO THE COMPANY USING
TELEPHONE, ELECTRONIC MAIL