EX-10.2






Exhibit 10.2




AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT




THIS AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT (“Agreement”) is made as of the
21st day of August, 2009, by and between B. CHRISTOPHER DISANTIS, an individual residing
at 8059 Long Forest Drive, Brecksville, Ohio 44141 (the “Executive”), and HAWK CORPORATION, a
Delaware corporation whose principal address is 200 Public Square, Suite 1500, Cleveland, Ohio
44114 (“Hawk”).



R E C I T A L S :




A. The Executive is an employee of Hawk or one of its subsidiary companies. Hawk and each of
its subsidiary companies are referred to collectively in this Agreement as the “Corporation.” The
definition of the Corporation includes each of the constituent entities, individually and
collectively, and any successors as described in Section 4.2.



B. The Corporation considers it essential to its best interests and the best interests of the
stockholders of the Corporation to foster the continued employment of key management personnel.



C. The uncertainty attendant to a possible Change in Control (as defined below) may result in
the departure or distraction of management personnel to the detriment of the Corporation and its
stockholders.



D. The Board of Directors of Hawk has determined that that it is in the best interest of the
Corporation and its stockholders that, in the event of a prospective Change in Control, the
Executive be reasonably secure in his employment and position with the Corporation, so that the
Executive can exercise independent judgment as to the best interest of the Corporation and its
stockholders, without distraction by any personal uncertainties or risks regarding the Executive’s
continued employment with the Corporation created by the possibility of such a Change in Control.



E. Therefore, Hawk and the Executive entered into a Change in Control Agreement dated as
August 14, 2006 (the “Original CIC Agreement”), to assure severance benefits to the Executive in
the event of a termination of his employment upon or after a Change in Control.



F. The Original CIC Agreement was amended by a First Amendment to Change in Control Agreement
dated December 30, 2008 (the “First Amendment”; the Original CIC as amended by the First Amendment
is referred to hereinafter as the “Control Agreement”).



G. The parties now desire to amend and restate the Control Agreement, so that all of the terms
and conditions are located in one document, and to make certain changes as hereinafter set forth.



ACCORDINGLY, in consideration of the premises and the agreements hereinafter set forth, the
parties agree as follows:



ARTICLE I

DEFINITIONS




1.1 As used herein, the following words and phrases shall have the following respective
meanings unless the context clearly indicates otherwise:



(a) “Accountants” means Hawk’s independent public accountants.



(b) “Acquiring Person” means any Person or “group (within the meaning of Sections 13d and 14d
of the Exchange Act) who or that, together with all Affiliates and Associates, has acquired or
obtained the right to acquire the beneficial ownership of fifty percent (50%) or more of the Shares
then outstanding; provided that none of the following shall be deemed an Acquiring Person for
purposes of this Agreement: (i) the Corporation; (ii) any Welfare Benefit Plan of the Corporation
or any trustee of or fiduciary with respect to any such Plan when acting in such capacity; or
(iii) any Person that is the holder of any Series D Preferred Shares of Hawk as of the Commencement
Date, and the Affiliates, successors, executors, legal representatives, heirs and legal assigns of
such Person.



(c) “Affiliate” shall have the meaning ascribed to such term in Rule 12b-2 of the General
Rules and Regulations promulgated under the Exchange Act.



(d) “Anniversary Date” means January 1 of each Calendar Year.



(e) “Annual Salary” means the sum of the amounts of the Executive’s regular base salary from
the Corporation, excluding the value of any incentive and bonus compensation, stock option grants,
401(k) or pension contributions by the Corporation, medical, prescription and dental insurance
premiums, automobile allowances, club memberships and other similar perquisites.



(f) “Associate” shall have the meaning ascribed to such term in Rule 12b-2 of the General
Rules and Regulations promulgated under the Exchange Act.



(g) “Average Compensation” means fifty percent (50%) of the total amount of Annual Salary and
bonus under any annual incentive compensation plan of the Corporation, if any, paid or payable to
the Executive during or with respect to the two (2) Calendar Years ending immediately prior to the
Calendar Year in which the termination of Executive’s employment occurs.



(h) “Benefit Continuation Period” means the period of thirty-six (36) consecutive months after
the effective date of a Qualifying Termination.



(i) “Board” means the Board of Directors of Hawk.



(j) “Calendar Year” means the twelve (12) month period commencing each January 1 and ending
each December 31.



(k) “Cause” means any of the following: (i) the Executive’s conviction by a court of
competent jurisdiction as to which no further appeal can be taken of a crime involving moral
turpitude or a felony, or entering a plea of nolo contendere to such a crime; (ii) the commission
by the Executive of a material and demonstrable act of fraud upon, or a material and demonstrable
misappropriation of funds or property of, the Corporation; (iii) the material breach by the
Executive, without the advance written consent of the Corporation, of any material Restrictive
Covenant referenced in Section 4.1; (iv) any material act or omission by the Executive that
directly results in material injury to the business or reputation of the Corporation; (v) the
material breach by Executive of any material provision of this Agreement or any written employment
agreement between the Executive and the Corporation; or (vi) the willful, material and repeated
nonperformance of the Executive’s duties to the Corporation other than by reason of the Executive’s
illness or incapacity; provided that:




(1) no breach of the Restrictive Covenants shall be deemed to constitute Cause if the
Restrictive Covenants have expired pursuant to the provisions of paragraph 1
thereof;




(2) with respect to clauses (iii), (iv), (v) and (vi) of this
Section 1.1(k), the Board shall provide the Executive with notice of such material
breach or nonperformance (which notice shall specifically identify the manner and set forth
specific facts, circumstances and examples of which the Board believes that the Executive
has breached the Agreement, any of the Restrictive Covenants or any such employment
agreement or not substantially performed his duties) and his continued willful failure to
cure such breach or nonperformance within the time period set by the Board (which time
period shall not be less than thirty (30) calendar days after his receipt of such notice);




(3) for purposes of clauses (v) and (vi) of this Section 1.1(k), no act
or failure to act on the Executive’s part shall be deemed “willful” unless it is done or
omitted by the Executive without his reasonable belief that such action or omission was in
the best interest of the Corporation (assuming disclosure of the pertinent facts, any action
or omission by the Executive after consultation with, and in accordance with the advice of,
legal counsel reasonably acceptable to the Corporation shall be deemed to have been taken in
good faith and to not be willful for purposes of this Agreement);




(4) any act, or failure to act, by the Executive based upon authority given pursuant to
a resolution duly adopted by the Board, or upon the instructions of a more senior officer of
the Corporation, or based upon the advice of counsel for the Corporation, shall be
conclusively presumed to be done, or omitted to be done, by the Executive in good faith and
in the best interests of the Corporation; and




(5) a Qualifying Termination shall not be for Cause unless the Corporation provides the
Executive with a copy of a resolution of the Board, adopted at a meeting of the Board by the
affirmative vote of not less than three-quarters of the Whole Board (after at least ten (10)
calendar days’ advance notice is provided to the Executive and the Executive is given an
opportunity, together with his counsel, to be heard before the Board), determining that
Cause exists and specifying the particulars thereof in reasonable detail.



(l) A “Change in Control” shall be deemed to have occurred if and as of such date that any
Acquiring Person, alone or together with its Affiliates and Associates, has acquired or obtained
the right to acquire the beneficial ownership of fifty percent (50%) or more of the Shares then
outstanding.



(m) “CIC Multiple” means a factor of two and ninety-nine one-hundredths (2.99).



(n) “Code” means the Internal Revenue Code of 1986, as amended from time to time, and the
Treasury Regulations. References herein to any Section of the Code or Treasury Regulation shall
include any successor provisions of the Code or Treasury Regulations.



(o) “Commencement Date” means the date on which this Agreement has been executed by both Hawk
and the Executive, which shall be the beginning date of the term of this Agreement.



(p) “Continuing Director” means any director of the Board who either: (i) is a member of the
Board on the Commencement Date or thereafter is elected or appointed to the Board by the holders of
the Series D Preferred Shares of Hawk; or (ii) is not (A) a Person proposing or attempting
to effect a business combination or similar transaction with Hawk (including, without limitation, a
merger, tender offer or exchange offer, a sale of substantially all of Hawk’s assets, or a
liquidation of Hawk’s assets) or any Affiliate or Associate of such Person, or any Person acting
directly or indirectly on behalf of, or as a representative of, or in concert with, any such
Person, Affiliate or Associate, (B) an Acquiring Person, an Affiliate or Associate of an Acquiring
Person or a Person acting directly or indirectly on behalf of, or as a representative of, or in
concert with, an Acquiring Person or an Affiliate or Associate of an Acquiring Person, or (C) a
Person who was directly or indirectly proposed or nominated as a director of Hawk by an Acquiring
Person (excluding, for purposes of this clause (ii), any Person described in
clause (iii) of Section 1.1(b)).



(q) “Disability” means that, as a result of a physical or mental condition, the Executive is
unable to perform the essential functions of his job, with or without a reasonable accommodation,
at the same level of performance as he engaged in prior to the onset of such condition, and that
such situation is likely to continue for a substantial period of time. For purposes hereof, the
Executive shall suffer a Disability if the Board determines in good faith that the Executive:
(i) has been declared legally incompetent by a final court decree; (ii) has received disability
insurance benefits, from any disability income insurance policy maintained by the Corporation, for
a period of three (3) consecutive months; or (iii) has suffered a physical or mental disability
within the meaning of §22(e)(3) of the Code, as determined by a medical doctor satisfactory to the
Board.



(r) “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time.
References herein to any Section of the Exchange Act shall include any successor provisions of the
Exchange Act.



(s) “Excise Tax” means the excise tax imposed by Section 4999 of the Code.



(t) “Good Reason” means the occurrence of any one or more of the following events (within the
period beginning six (6) months prior to a Change in Control and ending at the end of the
twenty-fourth (24th) month immediately following the month in which the Change in Control occurred)
without the Executive’s specific written consent, except as a result of actions taken in connection
with termination of the Executive’s employment for death, Disability or Cause:




(i) a material adverse change in the Executive’s duties, position or responsibilities
as an executive of the Corporation as in effect immediately prior to the Change in Control
(including but not limited to the Executive’s status, office, title, scope of responsibility
over corporate level staff or operations functions, responsibilities as an officer of the
Corporation or reporting relationship to the Chairman of the Corporation); provided that a
reduction in duties, position or responsibilities solely by virtue of the Corporation being
acquired and made part of a larger entity (as, for example, if the Chief Financial Officer
of the Corporation remains as such following a Change of Control but is not made the Chief
Financial Officer of the larger acquiring entity) shall not constitute Good Reason; and
further provided that the Executive shall have given the Corporation written notice of the
alleged adverse change and the Corporation shall have failed to cure such change within
thirty (30) days after its receipt of such notice;




(ii) a failure of the Corporation to pay or provide the Executive in a timely fashion
the salary or benefits to which the Executive is entitled (whether under any written
employment agreement between the Corporation and the Executive in effect on the date of the
Change in Control or under any Welfare Benefit Plans (including but not limited to cash and
stock bonus Plans) in which the Executive was participating at the time of the Change in
Control); provided that such failure was other than an isolated, insubstantial and
inadvertent action not taken in bad faith and is remedied by the Corporation within
fifteen (15) days following receipt of written notice thereof from the Executive;




(iii) a reduction of the Executive’s base salary as in effect on the date of the Change
in Control;




(iv) the taking of any action by the Corporation (including but not limited to the
elimination of a Plan without providing substitutes therefor, the reduction of the
Executive’s awards thereunder or failure to continue the Executive’s participation therein)
that would materially diminish the aggregate projected value of the Executive’s awards or
benefits under, or fail to provide awards or benefits substantially comparable to, the
Welfare Benefit Plans of the Corporation in which the Executive was participating at the
time of the Change in Control; provided that the diminishment of such awards or benefits as
apply to other groups of employees of the Corporation in addition to executives covered by
this or a similar agreement shall not constitute Good Reason;




(v) the relocation of the principal office at which the Executive performs services on
behalf of the Corporation to a location more than fifty (50) miles from its location
immediately prior to the Change in Control, except for required business travel to an extent
substantially consistent with the Executive’s travel obligations immediately prior to the
Change in Control; or




(vi) a failure by the Corporation to obtain from any successor the assent to this
Agreement described in Article IV within thirty (30) days after the occurrence of a
Change in Control.



Any circumstance described in this Section 1.1(t) shall constitute Good Reason even if such
circumstance would not constitute a breach by the Corporation of the terms of any written
employment agreement between the Corporation and the Executive in effect on the date of the Change
in Control. The Executive shall be deemed to have terminated his employment for Good Reason upon
the effective date stated in a written notice of such termination given by the Executive to Hawk
(which notice shall not be given, in the circumstances described in clause (i) of this
Section 1.1(t) before the end of the thirty (30) day period described therein, or in the
circumstances described in clause (ii) of this Section 1.1(t) before the end of the
fifteen (15) day period described therein), setting forth in reasonable detail the facts and
circumstances claimed to provide the basis for termination; provided that the effective date may
not precede, nor be more than sixty (60) days after, the date such notice is given. The
Executive’s continued employment shall not constitute consent to, or a waiver of rights with
respect to, any circumstances constituting Good Reason hereunder.



(u) “Person” means any individual, firm, corporation, partnership, limited liability company,
trust or other entity, including any successor (by merger or otherwise) of such entity.



(v) “Plan” means any bonus, incentive compensation, savings, retirement, stock option, stock
appreciation, stock ownership or purchase, pension, deferred compensation or Welfare Benefits plan,
policy, practice, program or arrangement of (including any separate contract or agreement with) the
Corporation for its U.S. employees, but does not include any employment agreement between the
Executive and the Corporation.



(w) “Prime Rate” means the rate of interest published from time to time by The Wall Street
Journal, and designated as the Prime Rate in the “Money Rates” section of such publication. If
such publication describes the Prime Rate as a range of rates, for purposes of this Agreement, the
Prime Rate will be the highest rate designated in such range.



(x) “Qualifying Termination” shall mean a termination of the Executive’s employment following
a Change in Control, during the term of this Agreement, for any reason excluding: (i) the
Executive’s death; (ii) the Executive’s Disability; (iii) the exhaustion of the Executive’s Welfare
Benefits under the terms of an applicable sick pay or long-term disability Plan of the Corporation
(other than by reason of the amendment or termination of such a Plan); (iv) by the Corporation for
Cause; or (v) by the Executive without Good Reason. In addition, a Qualifying Termination shall be
deemed to have occurred if, prior to a Change in Control, the Executive’s employment is terminated
during the term of this Agreement (A) by the Corporation without Cause or (B) by the Executive
based on events or circumstances that would constitute Good Reason if a Change in Control had
occurred, in either case, (x) at the request of a Person that has entered into an agreement with
the Corporation, the consummation of which would constitute a Change in Control, or (y) otherwise
in connection with, as a result of or in anticipation of a Change in Control. The mere act of
approving a Change in Control agreement shall not in and of itself be deemed to constitute an event
or circumstance in anticipation of a Change in Control for purposes of this Section 1.1(x).



(y) “Release” means a general waiver and release in substantially the form attached hereto as
Exhibit A.



(z) “Section 409A” means, collectively, Section 409A of the Code and the Treasury Regulations
and other interpretive guidance issued thereunder, each as in effect from time to time.




(aa) “Severance Waiver” has the meaning set forth in Section 3.2(b).




(bb) “Shares” shall mean the shares of Class A Common Stock, $0.01 par value, of Hawk,
any securities issued in exchange for or replacement of the shares of Class A Common Stock
outstanding from time to time, and such other securities of Hawk as a majority of the
Continuing Directors may from time to time determine.



(cc) “Stock Award” means a stock option, stock appreciation right, restricted stock grant,
performance share Plan or any other agreement in which the Executive has, or will (by the passage
of time only, not based on the Executive’s performance) have, (i) an interest in capital stock of
Hawk or a right to obtain capital stock or an interest in capital stock of Hawk or (ii) an interest
or right whose economic value depends solely on the performance of the capital stock of Hawk.



(dd) “Treasury Regulations” means the U.S. Department of the Treasury Regulations promulgated
or proposed under the Code.



(ee) “Welfare Benefits” means medical, prescription, dental, disability, group life and
accidental death insurance (whether funded by insurance policy or self-insured by the Corporation)
provided or arranged by the Corporation to be provided to its U.S. employees or former U.S.
employees.



(ff) “Welfare Benefit Plan” means any Plan that provides any Welfare Benefits.



(gg) “Whole Board” means the total number of directors the Board would have if there were no
vacancies.



ARTICLE II

TERM OF AGREEMENT




2.1 The initial term of this Agreement shall begin on the Commencement Date and extend for a
period of five (5) years. Thereafter, the term of this Agreement may be extended for additional
one (1) year periods, in each case upon the written agreement of the parties. Notwithstanding the
foregoing, if a Change in Control shall occur during the term of this Agreement, then this
Agreement shall terminate three (3) years after the date the Change in Control is completed.



2.2 Notwithstanding Section 2.1, the term of this Agreement shall end upon any
termination of the Executive’s employment that is other than a Qualifying Termination in connection
with a Change in Control. For example, this Agreement shall terminate if the Executive’s position
is eliminated and the Executive’s employment is terminated due to a downsizing, consolidation or
restructuring of the Corporation, or due to the sale, disposition or divestiture of all or a
portion of the Corporation, in each case other than in connection with a Change in Control.



ARTICLE III

COMPENSATION UPON A QUALIFYING TERMINATION

IN CONNECTION WITH A CHANGE IN CONTROL




3.1 Except as otherwise provided in Sections 3.2, 3.3 and 4.2, upon a Qualifying
Termination, the Executive shall be under no further obligation to perform services for the
Corporation and shall be entitled to receive the following payments and benefits:



(a) Within five (5) days after the expiration of the Revocation Period (as defined in the
Release), the Corporation shall make a lump sum cash payment to the Executive in an amount equal to
the sum of: (i) the Executive’s Annual Salary through the date of termination, to the extent not
theretofore paid; (ii) the product of (x) the bonus or compensation due under any annual incentive
compensation plan applicable to the Executive for the Calendar Year in which the termination of
Executive’s employment occurs, and (y) a fraction, the numerator of which is the number of days in
such Calendar Year through the date of termination, and the denominator of which is 365, except
that annual incentive plans that do not have predetermined annual target awards for participants
shall have their pro-rated incentive compensation award for the then current Calendar Year paid as
soon as practicable; and (iii) all unreimbursed expenses incurred and reported by the Executive in
compliance with the Corporation’s business expense reimbursement policies as in effect immediately
prior to the Change in Control; in each case in full satisfaction of the rights of the Executive
thereto; and



(b) (i) Within sixty (60) days after the expiration of the Revocation Period (as defined in
the Release), the Corporation shall make a lump sum cash payment to the Executive in an amount
equal to the CIC Multiple times the Executive’s Average Compensation (except to such extent as that
amount may be limited by Section 3.3); and (ii) if the Qualifying Termination is of the
nature described in clause (A) or (B) of Section 1.1(x), no such lump sum payment shall be
made unless and until the Change in Control related to the Qualifying Termination shall have
occurred.



(c) The Corporation shall continue to provide or arrange to provide the Executive (whether or
not under any Welfare Benefit Plan then maintained), at the Corporation’s sole expense and for the
Benefit Continuation Period, Welfare Benefits that are substantially the same the Welfare Benefits
provided to the Executive (and the Executive’s spouse, dependents and beneficiaries) immediately
before the occurrence of a Qualifying Termination, except that the Welfare Benefits to which the
Executive is entitled under this Section 3.1(c) shall be subject to the Executive’s
compliance with the restrictions described in Sections 3.2, 3.3 and 4.2, and shall be
reduced to the extent that comparable welfare benefits are received by the Executive from an
employer other than the Corporation during the Benefit Continuation Period. (Any indirect payment
by the Corporation, before the occurrence of a Qualifying Termination, of the cost of the
participation by the Executive, or the Executive’s spouse, dependents or beneficiaries, in any
Welfare Benefit Plan as a reimbursement or a credit to the Executive does not mean that the
corresponding Welfare Benefits were not being “provided to the Executive” by the Corporation for
the purpose of this Section 3.1(c)). Notwithstanding the foregoing, this
Section 3.1(c) shall not apply if the termination of the Executive’s employment is
attributable to the death of the Executive; provided that, in such event, the spouse, dependents
and beneficiaries of the Executive shall be entitled to whatever rights and benefits they have
under the Plans at the time of death and nothing herein shall be construed to limit such rights and
benefits.



(d) In the event that the Corporation cannot provide coverage under any Welfare Benefit Plan,
as described in Section 3.1(c), for the entire Benefit Continuation Period or any portion
thereof, for whatever reason, then the Corporation shall pay the actuarial equivalent of the
present value of such foregone coverage for the Executive (and his spouse, dependents and
beneficiaries, as applicable) directly to the Executive, in a cash lump sum payment, within sixty
(60) days after the Executive’s return of the signed Release referred to in Section 3.2(a)
and the signed Severance Waiver. Such determination for each affected Welfare Benefit Plan shall
be made in good faith by the Compensation Committee of the Board.



(e) Each Stock Award of the Executive that is outstanding immediately before the occurrence of
a Qualifying Termination and not yet exercised or forfeited (as the case may be) shall
automatically accelerate and become fully vested, exercisable or nonforfeitable upon the occurrence
of a Qualifying Termination, as though all requisite time had passed, or all requisite performance
goals had been attained or satisfied, to fully vest the Stock Award or cause it to become fully
vested, exercisable or nonforfeitable. In addition to Stock Awards, any compensation due to the
Executive under any performance-based, long-term incentive plan of the Corporation will
automatically accelerate and become fully payable and nonforfeitable upon the occurrence of a
Qualifying Termination, as though all requisite time had passed to fully vest such compensation and
all requisite performance goals attributable thereto have been fully attained or satisfied.



(f) The Executive shall be entitled to such outplacement services and other non-cash severance
or separation benefits as may then be available under the terms of a Plan or agreement to groups of
employees of the Corporation in addition to executives who are covered under the terms of this or a
similar agreement. To the extent any benefits described in this Section 3.1(e) cannot be
provided pursuant to the appropriate Plan or program maintained by the Corporation, Hawk shall
provide such benefits outside such plan or program to the Executive at no additional cost.



(g) Notwithstanding the foregoing, to ensure compliance with Section 409A, the Corporation
shall pay:




	 	(i)	 	all amounts payable under Section
3.1(a)(i) and (ii) no later than March 15 of the calendar
year following the calendar year in which the Qualifying Transaction
occurred;






	 	(ii)	 	any reimbursements payable under Section
3.1(a)(iii) no later than December 31 of the calendar year following
the calendar year in which those expenses were incurred;






	 	(iii)	 	provided that the Executive has executed and
delivered the Release and the Severance Waiver, any amount payable under
Section 3.1(b)(i) no later than March 15 of the calendar year
following the calendar year in which the Qualifying Transaction
occurred;






	 	(iv)	 	provided that the Executive has executed and
delivered the Release and the Severance Waiver, any amount payable under
Section 3.1(b)(ii) no later than March 15 of the calendar year
following the calendar year in which the Change in Control occurred;






	 	(v)	 	provided that the Executive has executed and
delivered the Release and the Severance Waiver, to the extent that any
continued payments or reimbursements of Welfare Benefits under
Section 3.1(c) above are deemed to constitute taxable
compensation to the Executive, any such payment due to the Executive
shall be paid to the Executive on or before the last day of the
Executive’s taxable year following the taxable year in which the related
expense was incurred. The amount of any such payments eligible for
reimbursement in one year shall not affect the payments or expenses that
are eligible for payment or reimbursement in any other taxable year, and
the Executive’s right to such payments or reimbursements shall not be
subject to liquidation or exchange for any other benefit; and






	 	(vi)	 	provided that the Executive has executed and
delivered the Release and the Severance Waiver, any amount payable under
Section 3.1(d) no later than March 15 of the calendar year
following the calendar year in which the Qualifying Transaction
occurred.





3.2 Notwithstanding the provisions of Section 3.1:



(a) The severance payments and benefits provided under Sections 3.1(b) through 3.1(e)
and, if applicable, Section 3.3 shall be conditioned upon the Executive executing and
delivering to Hawk, at the time the Executive’s employment is terminated, the Release. The Release
shall not become effective unless and until it has been executed and delivered by each of the
Executive and Hawk; provided that the severance payments and benefits provided under
Sections 3.1(b) through 3.1(f) and, if applicable, Section 3.3 are not be
conditioned upon Hawk’s execution or delivery of the Release.



(b) The severance payments and benefits provided under Sections 3.1(b) through 3.1(f)
and, if applicable, Section 3.3 shall be subject to, and conditioned upon, the waiver of
any other cash severance payment or other benefits provided by the Corporation pursuant to any
other severance agreement between the Corporation and the Executive in the form of Exhibit 3.2
hereto (the “Severance Waiver”). No amount shall be payable under this Agreement to, or on behalf
of, the Executive unless and until the Executive has executed and delivered the Severance Waiver.



3.3 Notwithstanding the provisions of Section 3.1:



(a) In the event it shall be determined that any compensation by or benefit from the
Corporation to the Executive or for the Executive’s benefit, whether pursuant to the terms of this
Agreement or otherwise, (i) constitute “parachute payments” within the meaning of Section 280G of
the Code and (ii) would be subject to the Excise Tax, then the Executive’s benefits under this
Agreement shall be either (x) delivered in full or (y) delivered as to such lesser extent which
would result in no portion of such benefits being subject to the Excise Tax, whichever of the
foregoing amounts, taking into account the applicable federal, state and local income taxes and the
Excise Tax, results in the receipt by the Executive on an after-tax basis of the greatest amount of
benefits, notwithstanding that all or some portion of such benefits may be taxable under
Section 4999 of the Code.



(b) Unless the Corporation and the Executive otherwise agree in writing, any determination
required under this Section 3.3 shall be made in writing by the Accountants, whose
determination shall be conclusive and binding upon the Executive and the Corporation for all
purposes. For purposes of making the calculations required by this Section 3.3, the
Accountants may make reasonable assumptions and approximations concerning applicable taxes and may
rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999
of the Code. The Corporation and the Executive shall furnish to the Accountants such information
and documents as the Accountants may reasonably request in order to make a determination under this
Section 3.3. The Corporation shall bear all costs the Accountants may incur in connection
with any calculations contemplated by this Section 3.3.



(c) The Corporation shall also pay the Executive an amount equal to the reasonable legal fees
and other expenses incurred in good faith by him in connection with the contest or defense of any
tax audit or proceeding by the Internal Revenue Service to the extent that Section 4999 of the Code
is alleged or claimed to apply to any payment or benefit provided under this Agreement. The
Corporation shall be obligated under the preceding sentence even if the Executive is not successful
in any such tax contest or defense, so long as he acted in good faith. The Corporation shall make
any payment required hereby within thirty (30) days after delivery of notice from the Executive
requesting payment and providing such evidence of the incurrence of those fees and expenses as the
Corporation may reasonably request. To ensure compliance with Section 409A, provided that the
Executive has executed and delivered the Severance Waiver, all payments under this Section
3.3(c) shall be paid no later than March 15 of the calendar year following the calendar year in
which those legal fees and expenses were incurred by the Executive.



(d) The Corporation shall withhold from any payments or benefits under this Agreement (whether
or not otherwise acknowledged under this Agreement) all federal, state, local or other taxes that
it is legally required to withhold.



(e) Except as specifically provided herein, the Executive alone shall be liable for the
payment of any and all tax cost, incremental or otherwise, incurred by the Executive in connection
with the provision of any benefits described in this Agreement. No provision of this Agreement
shall be interpreted to provide for the gross-up or other mitigation of any amount payable or
benefit provided to the Executive under terms of this Agreement as a result of such taxes.



3.4 The Corporation acknowledges that it will be difficult, and may be impossible, for the
Executive to find reasonably comparable employment following a Qualifying Termination.
Accordingly, the parties hereto expressly agree that payments to the Executive in accordance with
the terms of this Agreement will be liquidated damages, and that the Executive will not be required
to mitigate the amount of any payment provided for in this Agreement by seeking other employment or
otherwise, nor will any profits, income, earnings or other benefits from any source whatsoever
create any mitigation, offset, reduction or any other obligation on the part of the Executive
hereunder or otherwise.



3.5 The Corporation’s obligations under this Agreement are absolute and unconditional, and not
subject to any set-off, counterclaim, recoupment, defense or other right the Corporation may have
against the Executive, except as otherwise specifically provided herein or in the Release.




3.6 The Corporation intends that the Executive not be required to incur any
expenses associated with the enforcement of the Executive’s rights under this
Agreement by litigation or other legal action because the cost and expense thereof
would substantially detract from the benefits intended to be extended to the
Executive hereunder. Accordingly, if it should appear to the Executive that the
Corporation has failed to comply with any of its obligations under this Agreement or
in the event that the Corporation or any other Person takes any action to declare
the Agreement void or unenforceable, or institutes any litigation designed to deny,
or to recover from, the Executive the benefits intended to be provided to the
executive hereunder, the Corporation irrevocably authorizes the Executive from time
to time to retain counsel of the Executive’s choice, at the expense of the
Corporation, to represent the Executive in connection with the litigation or defense
of any litigation or other legal action, whether by or against the Corporation or
any director, officer, stockholder or other Affiliate or Associate, in any
jurisdiction. The Corporation shall make any payment required hereby within
thirty (30) days after delivery of notice from the Executive requesting payment and
providing such evidence of the incurrence of those fees and expenses as the
Corporation may reasonably request. To ensure compliance with Section 409A,
provided that the Executive has executed and delivered the Severance Waiver, all
payments under this Section 3.6 shall be paid no later than March 15 of the
calendar year following the calendar year in which those fees and expenses were
incurred by the Executive.



3.7 Without limiting the rights of the Executive at law or in equity, if the Corporation fails
to make any payment required to be under this Agreement on a timely basis, the Corporation shall
pay interest on the amount thereof at an annualized rate of interest equal to the then-applicable
Prime Rate or, if lesser, the highest rate allowed by applicable usury laws.



ARTICLE IV

RESTRICTIVE COVENANTS




4.1 In consideration of the execution and delivery of this Agreement by the Corporation, the
Executive agrees to abide by the restrictive covenants set forth in Exhibit B hereto
(collectively, the “Restrictive Covenants”), which are incorporated by reference as though fully
rewritten here.



4.2 The severance payments and benefits provided under Article III of this Agreement
shall be subject to, and conditioned upon, the Executive’s compliance with the Restrictive
Covenants unless the Restrictive Covenants have expired as provided in paragraph 1 thereof.



ARTICLE V

SUCCESSOR TO CORPORATION




5.1 This Agreement shall bind any successor of the Corporation, its assets or its businesses
(whether direct or indirect, by purchase, merger, consolidation or otherwise) in the same manner
and to the same extent that Hawk would be obligated under this Agreement if no succession had taken
place.



5.2 In the case of any transaction in which a successor would not by the foregoing provision
or by operation of law be bound by this Agreement, the Corporation shall require such successor
expressly and unconditionally to assume and agree to perform Hawk’s obligations under this
Agreement, in the same manner and to the same extent that Hawk would be required to perform if no
such succession had taken place. The term “Corporation,” as used in this Agreement, shall mean the
Corporation as hereinbefore defined and any such successor assignee to its business or assets which
by reason hereof becomes bound by this Agreement.



ARTICLE VI

SECTION 409(A)




6.1 To the extent applicable, this Agreement shall be interpreted in accordance with Section
409A. The parties’ intent in entering into this Agreement is that none of the payment arrangements
hereunder constitute a “deferral of compensation” under Section 409A, and this Agreement shall be
interpreted in a manner consistent with that intent.



6.2 If the Executive is a “specified employee” (within the meaning of Treasury Regulation
Section 1.409A-1(i)), as determined by the Corporation in accordance with Section 409A, as of the
date of the Executive’s separation from service (within the meaning of Treasury Regulation Section
1.409A-1(h)), to the extent that any payments or benefits under this Agreement are subject to
Section 409A and the delayed payment or distribution of all or any portion of such amounts to which
the Executive is entitled under this Agreement is required in order to avoid a prohibited
distribution under Section 409A(a)(2)(B)(i) of the Code, then such portion deferred under this
Section 6.2 shall be paid or distributed (without interest) to the Executive in a lump sum
on the earlier of (a) the date that is six (6) months following termination of the Executive’s
employment, (b) a date that is no later than thirty (30) days after the date of the Executive’s
death or (c) the earliest date as is permitted under Section 409A. For purposes of clarity, the
six (6) month delay shall not apply in the case of severance pay contemplated by Treasury
Regulation Section 1.409A-1(b)(9)(iii) to the extent of the limits set forth therein. Any
remaining payments due under this Agreement shall be paid as otherwise provided herein.



6.3 To the maximum extent permitted by applicable law, the amounts payable to the Executive
under this Agreement shall be made in reliance upon Treasury Regulation Section 1.409A-1(b)(9)
(with respect to separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (with respect
to short-term deferrals).



ARTICLE VII

MISCELLANEOUS




7.1 Any notices and all other communications provided for herein shall be in writing and shall
be deemed to have been duly given when delivered or when mailed, by certified or registered mail,
return receipt requested, postage prepaid, to the parties hereto at the address set forth in the
preamble of this Agreement, or to such other address as a party shall furnish to the other by
notice given in accordance with this Section.



7.2 Except to the extent otherwise provided in Article II, no provision of this
Agreement may be modified, waived or discharged except in writing specifically referring to such
provision and signed by the party against whom enforcement of such modification, waiver or
discharge is sought. No waiver by either party of the breach of any condition or provision of this
Agreement shall be deemed a waiver of any other condition or provision at the same or any other
time.



7.3 This Agreement and all rights hereunder shall be governed by, and construed and
interpreted in accordance with, the laws of the State of Ohio applicable to contracts made and to
be performed entirely within that State. Subject to Section 3.1(g), the parties intend to
and hereby do confer exclusive jurisdiction upon the courts of any jurisdiction located within
Cuyahoga County, Ohio to determine any dispute arising out of or related to this Agreement,
including the enforcement and the breach hereof.



7.4 The invalidity or unenforceability of any provision of this Agreement shall not affect the
validity or enforceability of any other provision of this Agreement, which shall remain in full
force and effect.



7.5 All remedies specified herein or otherwise available shall be cumulative and in addition
to any and every other remedy provided hereunder or now or hereafter available.



7.6 The captions in this Agreement are included for convenience only and shall not in any way
effect the interpretation or construction of any provision hereof.



7.7 This Agreement shall be binding upon and inure to the benefit of and be enforceable by the
respective heirs, legal representatives, successors and permitted assigns of the parties hereto.
Nothing in this Agreement is intended, and it shall not be construed, to give any Person other than
the parties hereto any right, remedy or claim under or in respect of this Agreement or any
provisions hereof.



7.8 This Agreement embodies the entire agreement and understanding between Hawk and the
Executive with respect to the subject matter hereof, and supersedes all prior agreements and
understandings, oral or written, relating to the subject matter hereof (including but not limited
to any previous non-disclosure and/or non-competition agreement between the Executive and the
Corporation).



7.9 This Agreement may be executed in any number of counterparts, each of which, when
executed, shall be deemed to be an original and all of which together shall be deemed to be one and
the same instrument.



7.10 THIS AGREEMENT DOES NOT CONSTITUTE AN EMPLOYMENT CONTRACT OR IMPOSE ON THE EXECUTIVE
OR THE CORPORATION ANY OBLIGATION TO RETAIN THE EXECUTIVE AS AN EMPLOYEE OR TO CHANGE THE STATUS OF
THE EXECUTIVE’S EMPLOYMENT. NOTHING IN THIS AGREEMENT SHALL CONFER UPON THE EXECUTIVE ANY RIGHT OR
ENTITLEMENT WITH RESPECT TO CONTINUATION OF EMPLOYMENT BY THE CORPORATION OR INTERFERE IN ANY WAY
WITH THE RIGHT OR POWER OF THE CORPORATION TO TERMINATE THE EXECUTIVE’S EMPLOYMENT AT ANY TIME,
WITH OR WITHOUT CAUSE.



[Signature Page Follows]




IN WITNESS WHEREOF, the Executive has executed this Agreement, and Hawk has caused
this Change in Control Agreement to be duly executed on its behalf, as of the date first written
above.



HAWK CORPORATION



By: /s/ Ronald E. Weinberg



Its: Chairman of the Board



EXECUTIVE:



/s/ B. Christopher DiSantis



B. CHRISTOPHER DISANTIS



EXHIBIT A




FORM OF THE RELEASE




GENERAL WAIVER AND RELEASE OF CLAIMS




THIS GENERAL WAIVER AND RELEASE OF CLAIMS (“Release”) is made by and between HAWK CORPORATION,
a Delaware corporation (“Hawk” and, together with its direct and indirect subsidiaries, the
“Corporation”), and the undersigned executive officer or employee of the Corporation (the
“Executive”).



R E C I T A L S :




A. The Executive has been employed by the Corporation and, in connection therewith, the
Executive and Hawk have previously entered into a Change in Control Agreement (the “CIC
Agreement”).



B. This Release is being entered into pursuant to Section 3.2(a) of the CIC Agreement and in
connection with the termination of the Executive’s employment by the Corporation, and in
consideration for the payment by the Corporation of certain severance benefits as more fully
described in the CIC Agreement.



ACCORDINGLY, in consideration of the foregoing premises and the agreements hereinafter set
forth, the parties agree as follows:



1. Confirmation of Termination. The Executive hereby confirms the termination of his
employment with the Corporation effective as of       ,        (the “Termination
Date”).



2. Release of Claims. For good and valuable consideration, including but not limited
to the agreement to provide certain benefits pursuant to the CIC Agreement, the Executive does
hereby fully, finally and forever release and discharge the Corporation, its predecessors,
successors, subsidiaries, divisions, affiliates, representatives, officers, directors, members,
managers, shareholders, agents, employees, attorneys and assigns, of and from all claims, demands,
actions, causes of action, suits, damages, losses and expenses of any and every nature whatsoever,
whether known or not known, from the beginning of time to the date of this Release, concerning the
employment or termination of the Executive by the Corporation, and including any and all acts that
have been or could have been alleged to have violated the Executive’s rights under federal, state
or local law (including but not limited to the following: the Civil Rights Acts of 1866, 1871,
1964 and 1991; the Age Discrimination in Employment Act of 1967; the Older Workers Benefit
Protection Act of 1990; the Americans with Disabilities Act of 1990; the Human Rights Laws of the
State and City of New York; the California Fair Employment and Housing Act; all Federal and State
Family and Medical Leave Acts; the Employee Retirement Income Security Act (ERISA)), or any
contract of employment, express or implied and any provision of any other law concerning the
Executive’s employment or termination thereof, common or statutory, including but not limited to
any law of the United States of America, the State of Ohio or any other state or government entity.
Notwithstanding the foregoing, excluded from this release are any claims or causes of action by or
on behalf of the Executive for: (i) any payment or benefit that may be due or payable under the
CIC Agreement or any Plan (as defined in the CIC Agreement) prior to the receipt thereof; (ii) any
failure by the Corporation to cooperate with the Executive in exercising his vested Stock Awards
(as defined in the CIC Agreement) in accordance with the terms hereof and of the respective Plan
and any other agreement relating to the Stock Awards; (iii) the non-payment of any accrued and
unpaid salary or benefits to which the Executive is entitled from the Corporation as of the
effective date of the Qualifying Termination (as defined in the CIC Agreement); (iv) a breach by
the Corporation of this Release, the CIC Agreement or the provisions of any written employment
agreement between the Corporation and the Executive that expressly survive the Termination Date; or
(v) any failure by the Corporation to provide the Executive with any indemnification, advancement
of expenses (including but not limited to attorneys fees) or insurance proceeds to which the
Executive is entitled under the Corporation’s charter documents or directors and officers insurance
policy.



IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE EXECUTIVE IS HEREBY
ADVISED AS FOLLOWS:




(A) THE EXECUTIVE HAS THE RIGHT TO CONSULT WITH AN ATTORNEY BEFORE SIGNING THIS
DOCUMENT CONTAINING A RELEASE;




(B) THE EXECUTIVE HAS UP TO TWENTY-ONE (21) DAYS FROM THE DATE ON WHICH HE RECEIVES
THIS DOCUMENT TO CONSIDER WHETHER OR NOT HE WILL SIGN IT; AND




(C) THE EXECUTIVE HAS SEVEN (7) DAYS AFTER SIGNING THIS DOCUMENT (THE “REVOCATION
PERIOD”) TO REVOKE HIS SIGNATURE, AND THE RELEASE WILL NOT BECOME EFFECTIVE UNTIL THE
REVOCATION PERIOD HAS EXPIRED.



IF THE EXECUTIVE CHOOSES TO REVOKE THIS RELEASE, HIS REVOCATION MUST BE IN A SIGNED WRITING
AND MUST BE RECEIVED BY THE CHAIRMAN OF HAWK PRIOR TO THE EXPIRATION OF THE REVOCATION PERIOD.



THE EXECUTIVE ACKNOWLEDGES THAT CERTAIN OF THE SEVERANCE PAYMENTS AND BENEFITS DESCRIBED IN
THE CIC AGREEMENT ARE CONTINGENT UPON HIS SIGNING THIS RELEASE AND ARE PAYABLE ONLY IF THE
REVOCATION PERIOD HAS EXPIRED WITHOUT REVOCATION OF THIS RELEASE.



Except for obligations of the Executive created by this Release, the CIC Agreement (including
but not limited to the Restrictive Covenants) and the provisions of any written employment
agreement between the Corporation and the Executive that expressly survive the Termination Date,
the Corporation does hereby fully, finally and forever release and discharge the Executive and his
heirs, estate, beneficiaries, agents, employees, attorneys, successors and assigns, of and from all
claims, demands, actions, causes of action, suits, damages, losses and expenses of any and every
nature whatsoever, whether known or not known, from the beginning of time to the date of this
Release, including but not limited to all claims arising from Executive’s position as an officer,
director, manager or employee of the Corporation and the termination of that relationship.



3. No Admission of Wrongdoing. This Agreement shall not in any way be construed as an
admission by the Executive of any acts of wrongdoing against the Corporation or any other person or
that the Executive has any claim, whatsoever, against the Corporation or any of the Corporation’s
officers, directors, members, managers, employees, affiliates or agents.



4. Cooperation. The Executive agrees to fully cooperate, in good faith and to the
best of his ability, with reasonable requests of the Corporation in connection with all pending,
threatened or future claims, actions, litigations, arbitrations or inquiries by any state, federal,
foreign or private person or entity, directly or indirectly arising from or relating to any
transaction, event or activity he was involved in, participated in, or had knowledge of, in the
course of his employment. Such cooperation will be at mutually-agreeable times and the Corporation
agrees to reimburse the Executive for the time (to the extent that such cooperation exceeds one
hour in any given day) and expenses incurred in providing such cooperation including, in accordance
with the Corporation’s practice, customary per-diem amounts incurred in providing testimony. This
Section 4 shall not apply if the claim, action, litigation or arbitration relates to a
dispute or controversy between the Corporation and the Executive.



5. Severability. If any provision of this Release is declared or determined by a
court of competent jurisdiction not to be enforceable in the manner set forth in this Release, the
validity of the remaining parts, terms or provisions shall not be affected thereby. Furthermore,
the parties hereto agree that it is their intention that any unenforceable provision shall be
reformed to make it enforceable in accordance with the interest of the parties hereto.



6. Amendment and Waiver. No provision of this Release may be modified, waived or
discharged except in writing specifically referring to such provision and signed by the party
against whom enforcement of such modification, waiver or discharge is sought. No waiver by either
party of the breach of any condition or provision of this Release shall be deemed a waiver of any
other condition or provision at the same or any other time.



7 Governing Law, Venue and Submission to Jurisdiction. This Release and all rights
hereunder shall be governed by, and construed and interpreted in accordance with, the laws of the
State of Ohio applicable to contracts made and to be performed entirely within that State. The
parties intend to and hereby do confer exclusive jurisdiction upon the courts of any jurisdiction
located within Cuyahoga County, Ohio to determine any dispute arising out of or related to this
Release, including the enforcement and the breach hereof.



8. Binding on Successors, Etc. This Release shall be binding upon and inure to the
benefit of and be enforceable by the respective heirs, legal representatives, successors and
permitted assigns of the parties hereto. Nothing in this Release is intended, and it shall not be
construed, to give any person or entity other than the parties hereto (other than the direct and
indirect subsidiaries of Hawk) any right, remedy or claim under or in respect of this Release or
any provisions hereof.



9. Notices. All notices, demands and other communications required or permitted to be
given hereunder shall be subject to Section 5.1 of the CIC Agreement.



10. Section Headings. Section headings are for convenient reference only and shall
not affect the meaning or have any bearing on the interpretation of any provision of this Release.



11. Entire Agreement. This Release embodies the entire agreement and understanding
between Hawk and the Executive with respect to the subject matter hereof, and supersedes all prior
agreements and understandings, oral or written, relating to the subject matter hereof.



12. Counterparts. This Release may be executed in any number of counterparts, each of
which, when executed, shall be deemed to be an original and all of which together shall be deemed
to be one and the same instrument.



[Signature Page Follows]




IN WITNESS WHEREOF, the Executive has executed this Release, and Hawk has caused this
Release to be duly executed on its behalf, this        day of        , 20      , to be effective
as of the Termination Date.



HAWK CORPORATION



By:



Its:



EXECUTIVE



Signature:



Printed name:



EXHIBIT B




RESTRICTIVE COVENANTS




1. Expiration. Notwithstanding any provision to the contrary set forth
below or elsewhere in this Agreement, these Restrictive Covenants shall expire and be of no further
force or effect upon the effective date of the sooner to occur of (i) any Change in Control that
has not been approved by a majority of the Continuing Directors or (ii) a Qualifying Termination of
the Executive’s employment that is of the nature described in clause (A) or (B) of Section
1.1(x) of the Agreement.



2. The Company Business. The parties acknowledge that the Corporation is engaged in
the business of designing, engineering, manufacturing and marketing friction materials and fuel
cell and carbon composite materials used in a wide variety of aerospace, industrial, construction
and other commercial applications (the “Company Business”).



3. Non-Compete. During the period which includes the entire term of the Executive’s
employment with the Corporation and one (1) year following the termination of such employment,
however caused (the “Restricted Period”), the Executive shall not, directly or indirectly, either
(a) within any state in which the Corporation has actively engaged in the Company Business during
any part of the term of the Executive’s employment with the Corporation, or (b) within any state in
which the Executive has actively engaged in any activities on behalf of the Corporation during any
part of the term of the Executive’s employment with the Corporation, or (c) with respect to any
customer or supplier with whom the Executive has had material dealings on behalf of the Corporation
during any part of the term of the Executive’s employment with the Corporation, compete with the
Corporation in any manner in any area of the Company Business in which the Executive has worked for
the Corporation, on behalf of the Executive or any other Person, including, without limitation,
that the Executive shall not: (i) engage in the Company Business for his own account; (ii) enter
the employ of, or render any services to, any Person engaged in the Company Business; (iii) request
or instigate any account or customer of the Corporation to withdraw, diminish, curtail or cancel
any of its business with the Corporation; or (iv) become interested in any Person engaged in the
Company Business as an owner, partner, stockholder, officer, director, licensor, licensee,
principal, agent, the Executive, trustee, consultant or in any other relationship or capacity;
provided that the Executive may own, directly or indirectly, solely as an investment, securities of
any corporation which are traded on any national securities exchange if he (x) is not a controlling
person of, or a member of a group which controls, such corporation or (y) does not, directly or
indirectly, own one percent (1%) or more of any class of securities of such corporation. In the
event of the Executive’s breach of any provision of this section, the running of the Restricted
Period shall be automatically tolled (i.e., no part of the Restricted Period shall expire) from and
after the date of the first such breach.



4. Confidential Information. The Executive acknowledges that confidential
information, including, without limitation, information, knowledge or data (i) of a technical
nature such as but not limited to methods, know-how, formulae, compositions, processes, machinery
(including computer hardware), discoveries, inventions, products, product specifications, computer
programs and similar items or research projects; (ii) of a business nature such as but not limited
to information about products, cost, purchasing or suppliers, profits, market, sales or customers,
including lists of customers, and the financial condition of the Corporation; (iii) pertaining to
future developments such as but not limited to strategic planning, research and development or
future marketing or merchandising, and trade secrets of the Corporation; and (iv) all other matters
which the Corporation treats as confidential (the items described above being referred to
collectively hereinafter as “Confidential Information”), are valuable, special and unique assets of
the Corporation. During and after the Restricted Period, the Executive shall keep secret and
retain in strictest confidence, and shall not use for the benefit of himself or others except in
connection with the business and affairs of the Corporation, any and all Confidential Information
learned by the Executive before or after the date of this Agreement, and shall not disclose such
Confidential Information to anyone outside of the Corporation either during or after employment by
the Corporation, except as required in the course of performing duties of his employment with the
Corporation, without the express written consent of the Corporation or as required by law.



5. Property of the Corporation. The Executive agrees to deliver promptly to the
Corporation all drawings, blueprints, manuals, letters, notes, notebooks, reports, sketches,
formulae, computer programs and files, memoranda, customer lists and all other materials relating
in any way to the Company Business and in any way obtained by the Executive during the period of
his employment with the Corporation which are in his possession or under his control, and all
copies thereof, (i) upon termination of the Executive’s employment with the Corporation, or (ii) at
any other time at the Corporation’s request. The Executive further agrees he will not make or
retain any copies of any of the foregoing and will so represent to the Corporation upon termination
of his employment.



6. Employees and Consultants of the Corporation. During and for a period of two (2)
years after the expiration of the Restricted Period, the Executive shall not, directly or
indirectly (i) hire, solicit, or encourage to either leave the employment of or cease working with
the Corporation, any person who is then an employee of the Corporation, or any consultant who is
then engaged by the Corporation, or (ii) hire any employee or consultant who had left the
employment of or had ceased consulting with the Corporation but who had not yet been a former
employee or former consultant of the Corporation for one (1) full year.



7. Inventions.



(a) The Executive will promptly disclose in writing to the Corporation all inventions,
discoveries, developments, improvements and innovations (collectively, “Inventions”) whether
patentable or not, conceived or made by the Executive, either solely or in concert with others,
during the period of his employment with the Corporation, including, but not limited to, any period
prior to the date of this Agreement, whether or not made or conceived during working hours that
(i) relate in any manner to the existing or contemplated business or research activities of the
Corporation, or (ii) are suggested by or result from the Executive’s work with the Corporation, or
(iii) result from the use of the Corporation’s time, materials or facilities, and the Executive
agrees and understands that all such Inventions shall be the exclusive property of the Corporation.



(b) The Executive hereby assigns to the Corporation his entire right, title and interest to
all such Inventions which are the property of the Corporation under the provisions of
paragraph 7(a) above; and to all unpatented Inventions which the Executive now owns except
those specifically described in paragraph 9 below, and the Executive will, at the
Corporation’s request and expense, execute specific assignments to any such Invention and execute,
acknowledge and deliver such other documents and take such further action as may be considered
necessary by the Corporation at any time during or subsequent to the period of his employment with
the Corporation to obtain and defend letters patent in any and all countries and to vest title in
such Inventions in the Corporation or its assigns.



(c) The Executive agrees that an Invention disclosed by him to a third person or described in
a patent application filed by him or in his behalf within six (6) months following the period of
his employment with the Corporation shall be presumed to have been conceived or made by him during
the period of his employment with the Corporation unless proved to have been conceived and made by
him following the termination of employment with the Corporation.



8. Rights and Remedies Upon Breach. Both parties recognize that the rights and
obligations set forth in this Agreement are special, unique and of extraordinary character. If the
Executive breaches, or threatens to commit a breach of, any of the provisions of paragraphs 3
through 7 above (collectively, the “Restrictive Covenants”), then the Corporation shall have
the following rights and remedies, each of which shall be independent of the other and severally
enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any
other rights and remedies available to the Corporation under law or in equity:



(a) Specific Performance. The right and remedy to have the Restrictive Covenants
specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed
that any such breach or threatened breach will cause irreparable injury to the Corporation and that
money damages will not provide adequate remedy to the Corporation. As to the covenants contained
in paragraph 3 above, specific performance shall be for a period of time equal to the
unexpired portion of the Restricted Period, giving full effect to the tolling provision of
paragraph 3 above, and beginning on the earlier of the date on which the court’s order
becomes final and non-appealable and the date on which all appeals have been exhausted.



(b) Accounting. The right and remedy to require the Executive to account for and pay
over to the Corporation all compensation, profits, monies, accruals, increments or other benefits
(collectively, “Benefits”) derived or received by it as the result of any transactions constituting
a breach of any of the Restrictive Covenants, and the Executive shall account for and pay over such
Benefits to the Corporation.



(c) Blue-Pencilling. If any court determines that any one or more of the
Restrictive Covenants, or any part thereof, shall be unenforceable because of the scope, duration
and/or geographical area covered by such provision, such court shall have the power to reduce the
scope, duration or area of such provision and, in its reduced form, such provision shall then be
enforceable and shall be enforced.



9. Excluded Inventions. The following is a list of all Inventions, whether patented
or unpatented, in which the Executive has any interest and that the Executive does not assign to
the Corporation pursuant hereto (if no Inventions are described below, then there are no exclusions
from the assignment set forth herein):



EXHIBIT 3.2




THE SEVERANCE WAIVER




WAIVER OF SEVERANCE BENEFITS




THIS WAIVER OF SEVERANCE BENEFITS (“Waiver”) is made by and between HAWK CORPORATION, a
Delaware corporation which maintains a place of business at 200 Public Square, Suite 1500,
Cleveland Ohio 44114 (“Hawk” and, together with its direct and indirect subsidiaries and
affiliates, the “Corporation”), and B. CHRISTOPHER DISANTIS, an individual who resides at 8059 Long
Forest Drive, Brecksville, Ohio 44141 (“Executive”).



R E C I T A L S :




A. Executive has been employed by the Corporation. In connection therewith, Executive and the
Corporation have previously entered into an Amended and Restated Change in Control Agreement (the
“CIC Agreement”).



B. Sections 3.1(b) through 3.1(e) and, if applicable, Section 3.3, of the CIC Agreement
provide that Executive is entitled to certain severance benefits and payments under certain
circumstances and conditions.



C. Section 3.2(b) of the CIC Agreement provides that the payment of the severance payments and
benefits referred to above is subject to and conditioned upon the execution and delivery by
Executive of a waiver of cash severance and other benefits (other than the severance payments and
benefits provided pursuant to the CIC Agreement).



ACCORDINGLY, in consideration of the foregoing premises and the agreements hereinafter set
forth, the parties agree as follows:



1. Confirmation of Termination. Executive hereby confirms the termination of his
employment with the Corporation effective as of       ,        (the “Termination
Date”).



2. Acknowledgement of Right to the Severance Benefits. Hawk and Executive hereby
acknowledge that Executive is entitled to certain severance benefits and payments pursuant to
Article III of the CIC Agreement (hereinafter, the “CIC Severance Benefits”).



3. Waiver of Severance Other than the Severance Benefits. Except for the CIC
Severance Benefits, Executive hereby releases and waives any and all claims he might have, pursuant
to any agreement, written or oral, express or implied, to any compensation or benefits of any
nature and description from Hawk, its direct and indirect subsidiaries (including Wellman Products
Group) and the affiliates of any of the foregoing (all of the foregoing being referred to
collectively hereinafter as “the Companies”), arising out of or related to the termination of the
employment relationship between Executive and any of the Companies.



4. Binding on Heirs, Etc. This Waiver is made by Executive on behalf of himself,
his heirs, executors, representatives, successors and assigns, and is intended to be binding upon
Executive and his heirs, executors, legal representatives, successors and assigns.



IN WITNESS WHEREOF, Employee has executed this Waiver, and Hawk has caused this Waiver to be
duly executed on its behalf, this        day of        , 20      , to be effective as of the
Termination Date.



HAWK CORPORATION



By:



Its:



EXECUTIVE



B. Christopher DiSantis