Selling Stock Plan of NH


    EXHIBIT
      10.15


    Amended
      and Restated Sales Plan

    


    


    Amended
      and Restated Sales Plan, dated March 22, 2006 (this “Sales
      Plan”), between Norman C. Harbert (“Seller”) and Northern Trust Securities, Inc.
      (“Northern”). 

    


    RECITALS

    


    WHEREAS,
      on August 10, 2005, Seller established a sales plan (the
“2005 Sales Plan”) to sell unregistered shares of Class A common stock, par
      value $0.01 per share, of Hawk Corporation, a Delaware corporation (the
“Issuer”), acquired prior to the initial public offering of the Issuer (the
“Stock”); 

    


    WHEREAS,
      Seller desires to amend certain terms of the 2005 Sales
      Plan as set forth in this Sales Plan;

    


    WHEREAS,
      Seller desires to sell a total of 60,000 shares of Stock
      (the “Total Plan Shares”); and

    


    WHEREAS,
      Seller desires to engage Northern to effect sales of
      shares of Stock in accordance with this Sales Plan;

    


    NOW,
      THEREFORE, Seller and Northern hereby agree as follows:

    


    A. IMPLEMENTATION
      OF
      THIS SALES PLAN

    


    1.
 Subject
      to Paragraph A.7., Northern shall effect sales
      (each a “Sale”) as provided herein. Beginning October 7, 2005, and thereafter on
      the first Friday of each subsequent quarter on which the American Stock
      Exchange, or any exchange or association on which the shares of the Issuer
      are
      then listed (“Amex”), is open and effectuating trades (“Trade Date”), an order
      for 7,500 shares of Stock (or, if less than 7,500 of the Total Plan Shares
      remain, such remaining amount) at the market price per share on the Trade Date;
      provided that in no event shall Northern sell any shares of Stock at a price
      that is less than the average per share closing price on the ten trading days
      on
      which Amex is open and effectuating trades immediately preceding the applicable
      Friday. If, consistent with ordinary principles of best execution, because
      of
      the limit price set forth in the immediately preceding sentence or for any
      other
      reason, Northern cannot sell any or all of the 7,500 shares of Stock on the
      Trade Date, then the amount of such shortfall shall be sold as soon as
      practicable on the immediately succeeding days in which the Amex is open and
      trades regular way following the Trade Date (“Business Day”); provided that in
      no event may the amount of any shortfall be sold any later than the tenth
      Business Day following the Trade Date. In the event that any shares of Stock
      are
      not sold within ten Business Days of the Trade Date, Northern will have no
      authority to sell any such shortfall on the succeeding Trade Date.

    


    2.
 Seller
      acknowledges and agrees that Northern will handle
      the above order on a best efforts basis. In the event any limit prices of orders
      are away from the prevailing market prices at any time, there can be no
      assurance that such orders will be executed in whole or in part. Seller agrees
      that all orders may be partially executed and will not be treated as an all
      or
      none order.

    


    3.
 Seller
      has deposited 60,000 shares of Stock into its
      specified Northern brokerage account (the “Account”). Northern shall withdraw
      Stock from Seller’s Account in order to effect sales of Stock under this Sales
      Plan. If on any day that sales are to be made under this Sales Plan the number
      of shares of Stock in Seller’s Account is less than the number of shares to be
      sold on such day, then Northern shall notify Seller promptly of such deficiency,
      and Seller agrees to promptly deposit into the Account the number of shares
      of
      Stock necessary to eliminate such deficiency.

    


    
      
        
        

      

      
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    4. Subject
      to Paragraph A.10., Seller agrees not to remove or
      transfer shares of Stock out of the Account. Upon notification pursuant to
      Paragraph A.10., Seller shall have the right to remove the portion of the Total
      Plan Shares subject to such Private Sale or Gift from Seller’s Account.

    


    5. To
      the extent that any Stock remains in Seller’s Account
      upon termination of this Sales Plan, Northern agrees to return such Stock
      promptly to the Issuer’s transfer agent for relegending to the extent that such
      Stock would then be subject to transfer restrictions in the hands of
      Seller.

    


    6. Northern
      will deduct its reasonable and customary
      commissions from the proceeds of sales of Stock under this Sales Plan, together
      with any other reasonable expenses incurred by Northern in connection with
      such
      sales.

    


    7. Subject
      to Paragraph E.6., this Sales Plan shall become
      effective on March 22, 2006, and shall terminate on the earliest of the date
      on
      which the Total Plan Shares have been sold, the date this Sales Plan is
      terminated pursuant to Paragraph E.3., or upon notification of death of Norman
      C. Harbert.

    


    8. Seller
      acknowledges and agrees that he does not have
      authority, influence or control over any sales of Stock effected by Northern
      pursuant to this Sales Plan, and will not attempt to exercise any authority,
      influence or control over such sales. Northern agrees not to seek advice from
      Seller with respect to the manner in which he effects sales under this Sales
      Plan. Seller understands that Northern shall have no discretion as to the timing
      of the sales of Stock.

    


    9. Northern
      will notify Seller and Issuer of all transactions pursuant to customary trade
      confirmations that are provided in the normal course of business.

    


    10. Seller
      agrees that he will notify Northern as soon as possible in the event he
      consummates a private sale of any portion of the Total Plan Shares to the Issuer
      (a “Private Sale”) or makes a bona fide gift of any portion of the Total Plan
      Shares (a “Gift”). Seller agrees that in the event that any sale of a portion of
      the Total Plan Shares by Northern pursuant to this Sales Plan, when combined
      with a Private Sale or a Gift, results in the sale of Stock in excess of the
      Total Plan Shares, Seller shall be responsible for delivering additional Stock
      to Northern to cover the excess number of shares sold.

    


    11. Seller
      understands that Northern may not be able to effect a sale due to a market
      disruption or a legal, regulatory or contractual restriction applicable to
      Northern, an insufficient number of shares of Stock being in the Account or
      a
      pending sale under this Sales Plan causing Seller to exceed any applicable
      volume limitations of Rule 144 or 145 under the Securities Act of 1933 (the
      “Securities Act”). If any sale cannot be executed as required by Paragraph A.1.
      due to a market disruption, a legal, regulatory or contractual restriction
      applicable to Northern or any other such event, Northern shall effect such
      sale
      as promptly as practical after the cessation or termination of such market
      disruption, applicable restriction or other event, or, at the discretion of
      Northern, this Sales Plan may be terminated.

    


    12. It
      is the
      intent of the parties that this Sales Plan comply with the requirements of
      Rule
      10b5-1(c)(1)(i)(B) under the Securities Exchange Act of 1934 (the “Exchange
      Act”) and this Sales Plan shall be interpreted to comply with the requirements
      of Rule 10b5-1(c).

     

    
 

    
 

     

    
      
        
        

      

      
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      B. RULES
        144 AND
        145

      


      The
        following three paragraphs shall only apply to the extent
        Seller is subject to Rules 144 and 145.

       

    

    1. Northern
      agrees to conduct all sales in accordance with
      the manner of sale requirement of Rule 144 or 145 under the Securities Act,
      and
      in no event shall Northern effect any such sale if such sale would exceed the
      then applicable volume limitation under Rule 144, assuming Northern’s sales
      under this Sales Plan and those notified to Northern pursuant to Paragraph
      B.3.
      are the only sales subject to that limitation. Seller will be responsible for
      completing and filing all required Form 144s prior to the sale of any Stock
      covered under Rule 144. Seller agrees to promptly provide Northern with a copy
      of any Form 144 filing made by Seller. In the event Seller requests, and
      Northern agrees, in writing, to make certain Form 144 filings, Seller hereby
      appoints Northern as agent and attorney-in-fact to execute, file and submit,
      on
      behalf of Seller, any such required Form 144s.

    


    2. Each
      such Form 144 shall state in the “Remarks” section
      that the sales thereunder are being made pursuant to a previously adopted plan
      intended to comply with Rule 10b5-1(c), shall include the date Seller adopted
      this Sales Plan and shall indicate that the representation regarding Seller’s
      knowledge of material information speaks as of the adoption date of this Sales
      Plan.

    


    3. Seller
      agrees not to take any action that would cause the
      sales not to comply with Rule 144 or 145, and Seller agrees not to cause any
      person or entity with which Seller would be required to aggregate sales of
      Stock
      pursuant to paragraph (a)(2) or (e) of Rule 144 to take any action that would
      cause the sales not to comply with Rules 144 or 145. Seller will provide notice
      of any such transactions during the three months preceding the date hereof
      and
      may not enter into any other selling program or transaction without the prior
      consent of Northern.

    


    C.REPRESENTATIONS
      AND AGREEMENTS OF
      SELLER

    


    1. Seller
      represents and warrants that as of the time of
      execution of this Sales Plan, Seller: (a) is not aware of material, nonpublic
      information with respect to the Issuer or any securities of the Issuer
      (including the Stock) and, (b) is entering into this Sales Plan in good faith
      and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1
      under the Exchange Act or other applicable securities laws. 

    


    2. At
      the time of Seller’s execution of this Sales Plan,
      Seller has not entered into or altered a corresponding or hedging transaction
      with respect to the Stock. Seller agrees not to enter into any such transaction
      while this Sales Plan remains in effect.

    


    3. Seller
      agrees to make all filings, if any, required under,
      and monitor his compliance with, Sections 13(d), 13(g) and 16 of the Exchange
      Act.

    


    4. Except
      as provided in Paragraph B.1., Seller acknowledges
      and agrees that Northern has no duty to determine whether Seller has violated
      Rules 144 or 145 under the Securities Act, or Sections 13(d), 13(g) or 16 of
      the
      Exchange Act or the rules adopted by the SEC thereunder. Seller understands
      that
      this Plan in no way alters his obligations and responsibilities under Section
      16, including those prohibitions against short swing profits.

    


    5. Seller
      understands that there may be specific state law
      restrictions or limitations applicable to this Sales Plan. Seller acknowledges
      and agrees that Northern has not provided Seller with any tax, accounting or
      legal advice. Seller understands that he should seek the advice of counsel
      regarding this Sales Plan and the various securities and tax law issues related
      thereto.

    
      
        
          
          

        

        
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      6. Seller
        agrees to notify Northern immediately in the event
        of trading restrictions being imposed as the result of any lock up event
        restricting sales by affiliates, such as a stock offering, tender offer or
        acquisition transaction or any similar event.



    
      7. Seller
        represents and warrants that he is able to sell
        shares of Stock, as contemplated by this Sales Plan, in accordance with the
        Issuer’s statement regarding insider trading and confidentiality, as
        supplemented and amended from time to time and Seller has obtained the
        acknowledgement of the Issuer to enter into this Sales Plan. Seller further
        represents and warrants that the Stock is not subject to any liens, security
        interests or other impediments to transfer (except for limitations imposed
        by
        Rules 144 or 145, if applicable).

      


      D. INDEMNIFICATION
        AND LIMITATION ON LIABILITY

      


      1. Seller
        agrees to indemnify and hold harmless Northern and
        its directors, officers, employees and affiliates from and against all claims,
        losses, damages and liabilities (including without limitation, any legal
        or
        other expenses reasonably incurred in connection with defending or investigating
        any such action or claim) arising out of or attributable to Northern’s actions
        taken or not taken in compliance with this Sales Plan or arising out of or
        attributable to any breach by Seller of this Sales Plan (including Seller’s
        representations and warranties hereunder) or any violation by Seller of
        applicable laws or regulations. Seller will not be liable under the foregoing
        sentence to the extent that any claim, loss, damage or liability is found
        in a
        final judgement by a court to have resulted from the bad faith, gross negligence
        or willful misconduct of Northern or its directors, officers, employees or
        affiliates. This indemnification shall survive termination of this Sales
        Plan.

      


      2. Notwithstanding
        any other provision hereof, Northern shall
        not be liable to Seller for: (a) special, indirect, punitive, exemplary or
        consequential damages, or incidental losses or damages of any kind, even
        if
        advised of the possibility of such losses or damages or if such losses or
        damages could have been reasonably foreseen; or (b) any failure to perform
        or to
        cease performance or any delay in performance that results from a cause or
        circumstance that is beyond its reasonable control, including but not limited
        to
        failure of electronic or mechanical equipment, strikes, failure of common
        carrier or utility systems, severe weather, market disruptions or other causes
        commonly known as “acts of God”.

      


      E.
         GENERAL

      


      1. This
        Sales Plan shall be governed by and construed in
        accordance with the laws of the State of Delaware without reference to
        choice of law principles and may be modified or amended only by a writing
        signed
        by the parties hereto and acknowledged by the Issuer.

      


      2. This
        Sales Plan shall be subject to all terms and
        conditions governing Seller’s Account, including the Northern Account
        Agreement.

      


      3. Notwithstanding
        anything to the contrary herein, Seller
        and/or Issuer may notify Northern to terminate this Sales Plan at any time.
        Seller may also notify Northern to modify sales under this Sales Plan; provided,
        however, that (except as set forth in Paragraph A.7) such modification shall
        not
        be effective until 30 days after the notification thereof and the
        acknowledgement of Issuer. Any such modification or termination shall be
        made in
        good faith and not as a part of a plan or scheme to evade the prohibitions
        of
        Rule l0b5-1 or other applicable securities laws. Seller agrees that he will
        not
        modify this Sales Plan at any time that he is aware of any material non-public
        information about the Issuer and/or the Stock.

      


      


      
 

    

    
      
        
        

      

      
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      4. All
        notices to Northern under this Sales Plan shall be
        given to Northern’s office by facsimile at (312) 444-4410 or by certified mail
        at Northern Trust Securities, Inc., 50 S. LaSalle Street, B-12, Chicago,
        Illinois 60603. Attention: Debra Mairs. Upon termination or suspension of
        this
        Sales Plan, Northern will send notice to Seller and Issuer to the address
        provided below.

       

    

    
      5. Seller’s
        rights and obligations under this Sales Plan may
        not be assigned or delegated without the written permission of Northern.

      


      6. This
        Sales Plan shall not be effective until executed by
        Seller and Northern, and acknowledged by Issuer. This Sales Plan may be signed
        in any number of counterparts, each of which shall be an original, with the
        same
        effect as if the signatures thereto were upon the same instrument.

       

      Witness
        the following signatures for this Sales Plan, dated March 22,
        2006, between Norman C. Harbert and Northern Trust Securities, Inc.:

      


      
        	 	 	 	 
	/s/ Norman
                Harbert	 	 	/s/ Sheila
                Dorman
	
                

              	 	 	
                

              
	March
                22, 2006	 	 	Northern
                Trust Securities, Inc.
Senior Vice President, Stock Services
March
                22, 2006




       

      Solely
        for purposes of acknowledging notification of the foregoing
        Sales Plan and not as a party thereto, except to the extent of its rights
        thereunder, Hawk Corporation, through its representative, has duly signed
        below:

       

      
        	 	 	 
	 	Hawk
                Corporation
	 
 	 
 	 
 
	Date: March
                22, 2006	By:  	/s/ Thomas
                A. Gilbride
	 	
                

              
	 	Vice
                President - Finance


      

      
 

       

       

       

       

       

       

       

       

       

       

       

       

       

       

      
 

      
        
          
          

        

        
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    SCHEDULE
      A

     

    Communications
      required by the Plan shall be made to the following
      persons in accordance with Section E. 4. of such Plan:

     

    


    
      	
              To
                Client:

              Name:
                Norman C. Harbert

              Address:
                9156 Andora Hills Road

              Scottsdale,
                Arizona 85262

              Telephone:
                480-595-0750

               

               

            	
              Copies
                to:

              Name:
                Diane Monteleone

              Address:
                Northern Trust

              2398
                E. Camelback Road

              Phoenix,
                Arizona 85016

              Telephone:
                602-468-2512

              Fax:
                602-468-2553

              E-Mail:
                dm3@ntrs.com

            
	
              To
                Issuer:

              Name:
                Thomas A. Gilbride

              VP
                - Finance

              Address:
                Hawk Corporation

              200
                Public Square, Suite 1500

              Cleveland,
                OH 44114

              Telephone:
                216-861-3553

              Fax:
                216-861-4546

              E-Mail:
                tomgilbride@hawkcorp.com

            	
               

              Name:
                Michele Hoza

              Address:
                Kohrman Jackson & Krantz P.L.L.

              1375
                East 9th Street, 20th Floor

              Cleveland,
                OH 44114

              Telephone:
                216-696-8700

              Fax:
                216-621-6536

              E-Mail:
                mlh@kjk.com

            
	
              To
                NTSI:

               

              Primary
                Contact: Debra Mairs

              Alternate
                Contact: Mike Rodell

              Address:
                Northern Trust Securities, Inc.

              50
                S. LaSalle Street, Chicago, IL 60673

              Telephone:
                312/444-5140

              Fax:
                312/444-5478

              E-Mail:
                dm114@ntrs.com

            	 


    

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

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