HBIO Harvard Bioscience Inc

In connection with Ms. Steele’s appointment to the Board, Engine Capital, L.P. (“Engine”) delivered a notice to the Company (the “Notice”) notifying the Company that Engine has withdrawn the notice of its intention to nominate director candidates at the 2020 Annual Meeting of Stockholders, and agreed to vote its shares in favor of the Class II director candidates nominated by the Company for election at that meeting.

Ms. Steele will receive compensation consistent with that provided to all independent directors of the Company. In accordance with the Company's non-employee director compensation policy and its Third Amended and Restated 2000 Stock Option and Incentive Plan, as amended, on April 10, 2020, Ms. Steele will be granted a non-qualified stock option to acquire shares of the Company’s common stock with an aggregate Black-Scholes cash value of $134,400 at the time of grant, rounded to the nearest 100 shares, subject to a minimum amount of 25,000 shares. The option will have a term of ten years and an exercise price equal to the closing price for the Company’s common stock on the grant date. The option will vest in three equal installments on the one-year, two-year and three-year anniversaries of the grant date.

In addition, in accordance with the Company's non-employee director compensation policy, Ms. Steele will receive a deferred stock award of restricted stock units on May 1, 2020 that will vest in equal installments on June 30, 2020, September 30, 2020 and December 31, 2020, which will be granted in lieu and satisfaction of the annual cash retainer compensation to be earned by Ms. Steele for her service on the board during the remainder of 2020. The number of shares of common stock subject to the initial restricted stock unit award will be determined by dividing (a) the amount of cash that would have been received had the applicable retainer been paid in cash, by (b) the average daily closing market price of the Company’s common stock for the month of February 2020, rounded to the nearest 100 shares.

Other than the Notice, there is no arrangement or understanding between Ms. Steele and any other person pursuant to which she was appointed as a director. Since the beginning of the last fiscal year of the Company, there have been no related party transactions between the Company and Ms. Steele that would be reportable under Item 404(a) of Regulation S-K.