(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

World Headquarters

600 Grant Street

Suite 5100

Pittsburgh, Pennsylvania

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Annual base salary of $550,000.

A special long-term incentive grant on October 1, 2018 to be made under the Kennametal Inc. Stock and Incentive Plan of 2016 (the “2016 Plan”) with a total value of $4,362,500, consisting of (i) Restricted Stock Units (“RSU’s”) in the amount of $3,785,000, which will vest in equal parts over a 3 year period, with one-third vesting on each anniversary date of the grant; and (ii) Performance Stock Units (“PSU’s”) in the amount of $577,500 which cliff vest on the third grant date anniversary subject to the achievement of certain Kennametal performance measures in each of the three years in the term.

Participation in the Company’s Annual Incentive Plan with a target bonus for fiscal year 2019 of 80% of annual base salary.

Relocation assistance under the Company’s relocation policy.

Participation in all general employee benefit plans and programs as well as participation in any plans and programs for executives.

General.    Mr. Audia will be required to devote his entire time and attention to the business and affairs of Kennametal while he is employed.

Term. There is no predetermined term.

Non-competition/non-disclosure.     Unless Kennametal provides prior consent in writing, if Kennametal terminates his employment without cause, then for one year after the date of termination, Mr. Audia cannot, in any geographic area in which Kennametal is offering its services and products: (a) directly or indirectly engage in; or (b) assist or have an active interest in; or (c) enter the employ of, or act as agent for, or advisor or consultant to, any entity which is or is about to become directly or indirectly engaged in any business that is competitive with any business of the Company or any of its subsidiaries or affiliates in which the executive is or was engaged. In the event that (i) Mr. Audia voluntarily terminates his employment; or (ii) Mr. Audia’s employment is terminated for reason of a Change in Control or any other reason, the aforementioned non-compete obligation is two years after the date of termination.

Assignment of Inventions. Mr. Audia must assign to Kennametal all inventions conceived or made during his employment with Kennametal.

Termination.    Mr. Audia’s employment may be terminated by either party at any time, for any reason or no reason at all; provided, that the Company may only terminate Mr. Audia’s employment with the approval and authorization of the Board.

Severance.    If Mr. Audia has been employed with the Company for a minimum of two years, and if (with Board authorization) Kennametal involuntarily terminates Mr. Audia’s employment prior to a change in control and not for cause, he will be entitled to 12 months of severance.

Change in Control.    The agreement provides for payments to Mr. Audia if he resigns for good reason or if he is terminated by the Company without cause within six months prior to a change in control of the Company, or within 24 months following a change in control of the Company. In this event, he will receive a payment equal to two times his base salary and two times his target bonus.