exv10w3






Exhibit 10.3




[FORM OF OPTION CANCELLATION LETTER]




October 14, 2010




[Optionee]

[Address]





	 	Re: 	 Your Options under the Hawk Corporation 1997 Stock Option Plan and/or the Hawk Corporation
Amended and Restated 2000 Long-Term Incentive Plan





Dear [________]:




As you know, Hawk Corporation is negotiating an agreement and plan of merger with Carlisle
Companies Incorporated (“Carlisle”) and HC Corporation (the “Merger Agreement”). The Merger
Agreement will provide, among other things, that Carlisle will commence a tender offer to purchase
all of the outstanding shares of Class A common stock of Hawk (the “Shares”) at a price of $50.00
in cash per share (the “Offer”). Following the consummation of the Offer, HC Corporation would
merge with and into Hawk and Hawk will become a wholly-owned subsidiary of Carlisle and each share
of Class A common stock of Hawk that was not tendered in the Offer would thereupon be cancelled and
converted into the right to receive $50.00 in cash (the “Merger”). The Merger would affect the
stock options you have been granted (the “Options”) under the Hawk Corporation 1997 Stock Option
Plan or the Hawk Corporation Amended and Restated 2000 Long-Term Incentive Plan (the “Plans”). The
treatment of your Options in connection with the Merger is explained below.




Under the Merger Agreement, your Options will be cancelled and you will receive a single lump sum
cash payment equal to the net value of all your outstanding Options, whether vested or unvested.
In other words, for each Share you are eligible to purchase under an Option agreement, you would be
entitled to receive $50.00 less the per share exercise price, less applicable federal and state
withholding taxes (the “Cash-Out Payment”). For example, if on the date the Merger is completed
you hold an Option to purchase 100 Shares and the exercise price is $5.00 per Share, you would
receive a Cash-Out Payment equal to $45.00 per Option Share ($50.00 – $5.00) for a total of
$4,500.00, less applicable withholding taxes.




According to our records, upon cancellation of your Options, you would be entitled to receive a
Cash-Out Payment of $___________, less applicable withholding taxes. Exhibit A attached
hereto shows each of your currently outstanding Options, and how your payment was calculated.
Please carefully review Exhibit A and contact Tom Gilbride, at tgilbride@hawkcorp.com or
216-861-3559 if you believe it does not accurately reflect the number of Options you hold or the
per share exercise price of the Options. The Cash-Out Payment will be made promptly following the
completion of the Merger. In the event that the Merger is not completed, your Options will not be
cancelled and you will not receive any cash payment for them.




 









 








Finally, please note that prior to the closing of the Offer, you may exercise your vested Options
in accordance with their terms and the standard procedures for exercising Option established by
Hawk, including Hawk’s trading window policy, the insider trading policy and Federal securities
laws in general. All of your Options will vest upon the closing of the Offer and you may exercise
your vested Options after the Offer, and prior to the Merger, in accordance with their terms and
the standard procedures for exercising Option established by Hawk, including Hawk’s trading window
policy, the insider trading policy and Federal securities laws in general. The current terms and
standard procedures applicable to your Options also continue to apply in the event you die or
otherwise terminate your employment or relationship with Hawk prior to the closing of the Merger.
If you wish to exercise vested Options prior to the Merger, please consult your personal tax
advisor. If you are a company insider, remember that all such exercises must be pre-cleared by Tom
Gilbride.




If you agree to the cancellation of your Options in exchange for your Cash-Out Payment, please sign
this letter below and return it to me as soon as possible.




Sincerely,




HAWK CORPORATION




Thomas A. Gilbride

Vice President — Finance




	 	 	 	 	 
	AGREED AND ACCEPTED
 	 
	 
	 	 
	[Option Holder Name] 	 



Dated: October __, 2010