Exhibit 10.1


    Exhibit
      10.1    

     

    Sales
      Plan

    


    


    Sales
      Plan, dated August 10, 2005 (the “Sales Plan”), between Norman C. Harbert
      (“Seller”) and Northern Trust Securities, Inc. (“Northern”). 

    


    RECITALS

    


    WHEREAS,
      Seller desires to establish this 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”); and

    


    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 the Sales Plan;

    


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

    


    A. IMPLEMENTATION
      OF THE 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 (“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. If, consistent with ordinary
      principles of best execution 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 month’s 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
      agrees to deposit 60,000 shares of Stock into a Northern brokerage account
      NT1-302546 (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.

     

    
      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.

    

    


    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

    

    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 August [__], 2005
      (“Effective Date”) 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, the 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).

    

    


    
      
        
        

      

      
        38

        
          

        

      

      
        
        

      

    

    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.

    

    


    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

    

    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.

    


    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.

       

    

    


    
      
        
        

      

      
        40

        
          

        

      

      
        
        

      

    

    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 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.

    


    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.


    
      
        
        

      

      
        41

        
          

        

      

      
        
        

      

    


    Witness
      the following signatures for the Sales Plan, dated August 10, 2005, between
      Norman C. Harbert and Northern Trust Securities, Inc.:

    


    


    


    


    /s/
      Norman C. Harbert    August
      10, 2005

    Norman
      C.
      Harbert

    


    Northern
      Trust Securities, Inc.

    


    /s/
      Sheila M. Dorman    August
      10, 2005

    Name:
      Sheila M. Dorman

    Title:
      Senior Vice President

    


    


    


    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

    


    


    By:
      /s/
      Thomas A. Gilbride   August
      10, 2005

    Name:
      Thomas A. Gilbride

    Title:
      Vice President --- Finance

    Address:
      200 Public Square, Suite 1500

    Cleveland,
      Ohio 44114

    


    


    


    


    


    



    
      
        
        

      

      
        42

        
          

        

      

      
        
        

      

    


    


    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

            	 


    

    
 

     

     

     

     

    43