exv10w2









Exhibit 10.2




SECOND AMENDMENT

TO HAWK CORPORATION

AMENDED AND RESTATED 2000 LONG TERM INCENTIVE PLAN



     HAWK CORPORATION (the “Company”), having adopted the Hawk Corporation Amended and Restated
2000 Long Term Incentive Plan effective as of June 4, 2008 (the “Original Plan”) and having amended
the Original Plan in that certain First Amendment to Hawk Corporation Amended and Restated 2000
Long Term Incentive Plan effective 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 AMENDED AND RESTATED 2000 LONG TERM INCENTIVE 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)	 	Section 2(g) of the Existing Plan is deleted in its entirety
and replaced with the following in the Amended Plan:






          (g) “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 to “NYSE Alternext” in Section 2(r) of the
Existing Plan is deleted and replaced in its entirety with “NYSE Amex” in the
Amended Plan.





     2. Changes to Section 6 of the Existing Plan. The Company hereby amends Section 6 of
the Existing Plan by deleting Section 6(d) from the Existing Plan and replacing it in its entirety
in the Amended Plan by the following:




          (d) METHOD OF EXERCISE. Subject to the other
provisions of the Plan, any applicable Award Agreement and Section
409A, any Option may be exercised by the Participant in whole or in
part at such time or times, and the Participant may make payment of the
option price in such form or forms, including, without limitation,
payment by delivery of cash, Shares or other consideration (including,
where permitted by law and the Committee, Awards) having a Fair Market
Value on the exercise date equal to the total option price, or by any
combination of cash, Shares and other consideration as the Committee
may specify in the applicable Award Agreement; provided however, that
any such form of payment does not constitute a deferral of compensation
within the
meaning of Section 409A or otherwise cause the Option to be subject
to the requirements of Section 409A.



 









 






Notwithstanding the foregoing or the specific terms of any Award
Agreement to the contrary, a Participant 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 Participant 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
Participant 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 11 of the Existing Plan. The Company hereby amends Section 11 of
the Existing Plan by deleting the first sentence of Section 11(b) from the Existing Plan and
replacing it in its entirety in the Amended Plan by the following:




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, a Participant
holding an Option (other than a 409A Award) shall have the right, whether or
not the Option is fully exercisable and in lieu of the payment of the
purchase 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 per Share on the date of



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such election
shall exceed the sum of the option price per Share under the Option and any
withholding taxes payable by the Participant 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 11(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 a Participant who is an
officer or director of the Company and is subject to Section 16(b) of the
Exchange Act, no such election shall be made by such Participant with
respect to such Option prior to six months from the date of grant.



     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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