exv10w1






Exhibit 10.1




SECOND AMENDMENT

TO HAWK CORPORATION

1997 STOCK OPTION PLAN




     HAWK CORPORATION (the “Company”), having adopted the Hawk Corporation 1997 Stock Option Plan
as of November 1997 and made it effective as of May 1998 (the “Original Plan”) and having amended
the Original Plan in that certain First Amendment to Hawk 1997 Stock Option Plan adopted as of
December 31, 2008 (the Original Plan, as so amended, being hereinafter referred to as the “Existing
Plan”), hereby amends the Existing Plan in accordance with this SECOND AMENDMENT TO HAWK
CORPORATION 1997 STOCK OPTION PLAN, effective as of October 14, 2010 (this “Amendment” and,
together with the Existing Plan, the “Amended Plan”), as follows:



     1. Changes to Section 2 of the Existing Plan. The Company hereby amends Section 2 of
the Existing Plan as follows:




	 	(a)	 	The following is added in its entirety as Section 2(d) of the
Amended Plan:






          (d) “Change in Control Price” means the price per Share paid or offered in any
bona fide transaction related to a Change in Control of the Company.




	 	(b)	 	The reference in Section 2(j) of the Existing Plan to “NYSE
Alternext” is deleted in its entirety and replaced by “NYSE Amex” in the
Amended Plan.
	 
	 	(c)	 	Sections 2(d), 2(e), 2(f), 2(g), 2(h), 2(i), 2(j), 2(k), 2(l),
2(m), 2(n), 2(o), 2(p), 2(q), 2(r), 2(s), 2(t), 2(u), 2(v), 2(w), 2(x) and 2(y)
of the Existing Plan are redesignated in their entirety as Sections 2(e), 2(f),
2(g), 2(h), 2(i), 2(j), 2(k), 2(l), 2(m), 2(n), 2(o), 2(p), 2(q), 2(r), 2(s),
2(t), 2(u), 2(v), 2(w), 2(x), 2(y) and 2(z), respectively, of the Amended Plan.





     2. Changes to Section 7 of the Existing Plan. The Company hereby amends Section 7 of
the Existing Plan as follows:




	 	(a)	 	Section 7 of the Existing Plan is redesignated in its entirety
as Section 7(a) of the Amended Plan.
	 
	 	(b)	 	The third sentence of Section 7(a) is deleted from the Amended
Plan in its entirety.
	 
	 	(c)	 	The following is added in its entirety as Section 7(b) of the
Amended Plan:






          (b) Notwithstanding Section 7(a) or the specific terms of any Option to the
contrary, an Optionee may, without the payment of cash or other consideration (other
than the surrender of the right to purchase certain Shares



 









 







implicit in the following formula), exercise any Option for “Net Option Shares” in
accordance with the following procedure: The Optionee shall provide written notice
to the Company specifying the gross number of Shares as to which the Option is being
exercised. The number of Net Option Shares deliverable upon such exercise will be
determined by the following formula: Net Option Shares equals [OS × (CP — OP)]/CP,
where “OS” is the gross number of Shares as to which the Option is to be exercised,
“CP” is the Closing Price (as defined below) of the Shares on the last trading day
preceding the date of exercise of the Option and “OP” is the sum of the aggregate
option price of the Shares as to which the Option is to be exercised and any
withholding taxes owed by the Optionee in respect of the exercise of the Option.
The “Closing Price” of the Shares on any trading day shall be either: (i) if the
Shares are listed on an established national or regional stock exchange, are
admitted to quotation on NYSE Amex or are publicly traded on an established
securities market, the closing price of the Shares on that exchange or in that
market (if there is more than one such exchange or market, the Committee shall
determine the appropriate exchange or market) on that trading day (or if there is no
such reported closing price, the mean between the highest bid and lowest asked
prices or between the high and low sale prices on that trading day); (ii) if no sale
of Shares is reported for that trading day, on the next preceding trading day on
which any such sale has been reported; or (iii) if the Shares are not listed on such
an exchange, quoted on such system or traded on such a market, the value of the
Shares as determined by such methods or procedures as shall be established from time
to time by the Committee in good faith in a manner consistent with Section 409A.



     3. Change to Section 8 of the Existing Plan. The Company hereby amends Section 8(b)
of the Existing Plan by deleting Section 8(b) from the Existing Plan in its entirety and replacing
it in the Amended Plan with the following:




          (b) Unless otherwise provided in any Option, each outstanding Option shall
become immediately exercisable and vested to the full extent of the original grant
upon any Change in Control. Notwithstanding any other provision of the Plan, during
the 60-day period from and after a Change in Control (the “Exercise Period”), if the
Committee shall determine at, or at any time after, the time of grant, that an
Optionee holding an Option shall have the right, whether or not the Option is fully
exercisable and in lieu of the payment of the option price for the Shares being
purchased under the Option and by giving notice to the Company, to elect (within the
Exercise Period) to surrender all or part of the Option to the Company and to
receive cash, within 30 days of such notice, in an amount equal to the amount by
which the Change in Control Price shall exceed the sum of the option price per Share
under the Option and any withholding taxes payable by the Optionee in respect of the
exercise of the Option (the “Spread”) multiplied by the number of Shares granted
under the Option as to which the right granted under this Section 8(b) shall have
been exercised; provided, that if the Change in Control is within six months of the
date of grant of a particular Option held by an Optionee who is an officer or
director of the Company and is subject to Section 16(b) of the Securities Exchange
Act of 1934, as amended from time



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to time, and any successor thereto (the “Exchange Act”), no such election shall be
made by such Optionee with respect to such Option prior to six months from the date
of grant. However, if the end of such 60-day period from and after a Change in
Control is within six months of the date of grant of an Option held by an Optionee
who is an officer or director of the Company and is subject to Section 16(b) of the
Exchange Act, such Option (unless theretofore exercised) shall be canceled in
exchange for a cash payment to the Optionee, effected on the day that is six months
and one day after the date of grant of such Option, equal to the Spread multiplied
by the number of Shares granted under the Option.



     4. Full Force and Effect. Except to the extent specifically modified in this
Amendment, each and every provision of the Existing Plan remains in full force and effect in the
Amended Plan.



     5. Miscellaneous. This Amendment shall be governed by and construed in accordance
with the substantive laws of the State of Ohio. In the event of any conflict between the original
terms of the Existing Plan and this Amendment, the terms of this Amendment shall prevail.



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