Amendment Agreement DiSantis


    EXHIBIT
      10.2


    

      AMENDMENT
        TO AGREEMENTS

      


      


      THIS
        AMENDMENT TO AGREEMENTS (the
        “Amendment”) is made and entered into as of this 10th
        day of
        November, 2006, by and between HAWK
        CORPORATION, a
        Delaware corporation which maintains a place of business at 200 Public Square,
        Suite 1500, Cleveland Ohio 44114 (hereinafter referred to as “Hawk”),
WELLMAN
        PRODUCTS GROUP, INC., an
        Ohio
        corporation which maintains a place of business at 200 Public Square, Suite
        1500, Cleveland Ohio 44114 (hereinafter referred to as “Employer”), and
B.
        CHRISTOPHER DISANTIS,
        an
        individual who resides at 8059 Long Forest Drive, Brecksville, Ohio 44141
        (hereinafter referred to as “Employee”).

      


      R
        E C I T A L S :

      


      A. Hawk
        is
        the parent company of Employer.

      


      B. Employer
        and Employee are parties to a certain employment agreement dated as of August
        14, 2006 (the “Agreement”). They now desire to change certain provisions of the
        Agreement, as hereinafter set forth.

      


      B. Employee
        is a “Covered Employee” under one or more plans (collectively, the “Plans”)
        pursuant to which Hawk has awarded to Employee options to purchase shares
        of the
        common stock, $.01 par value, of Employer (“Shares”).

      


      C. Employee
        is an “Optionee” pursuant to the terms of one or more incentive stock option
        agreements and/or award agreements between Hawk and Employer which further
        define Employee’s rights and obligations in connection with awards of Shares
        (collectively, the “Option Agreements”).

      


      D. The
        parties now desire to amend the Agreement and the Option Agreements as
        hereinafter set forth.

       

      ACCORDINGLY,
        in
        consideration of the promises hereinafter set forth in this Agreement and
        in the
        Control Agreement, the parties agree as follows:

      


      1. Changes
        to Section 5 of the Agreement.
        Employer
        and Employee hereby agree that Section 5 of the Agreement is hereby amended
        as
        follows:

      


      1. Section
        5(b) is deleted from the Agreement in its entirety and is replaced by the
        following new Section 5(b):

      


      (b) Subject
        to the terms of subparagraph (a) above, in the event of the termination of
        Employee’s employment by Employer for a reason other than for “Cause”, Employer
        will continue to pay to Employee the “Annual Salary” for a period of twenty four
        (24) months following the date of termination, will continue to provide to
        Employee and his family “Basic Medical Coverage” and “Executive Medical
        Benefits” (as hereinafter defined) for a period of twenty four (24) months
        following the date of termination, and will cause the stock options which
        have
        been granted to Employee to become immediately vested, effective on or before
        the date of termination. In addition, Employee shall be entitled to receive
        payment for any earned vacation which he had not used as of the date of
        termination. For purposes of this Agreement, the definition of “Annual Salary”
shall be identical to the definition of “Annual Salary” set forth in Section
        1.1(e) of the Control Agreement, and the definition of “Cause” shall be
        identical to the definition of “Cause” set forth in Section 1.1(k) of the
        Control Agreement, and each of those definitions is incorporated herein to
        the
        same extent as if it had been fully rewritten in this Agreement. For purposes
        hereof, “Basic Medical Coverage” shall mean the same group medical insurance
        coverage as is provided to all salaried employees, and “Executive Medical
        Benefits” shall mean the additional medical benefits that are provided (if any)
        from time to time to high level executives only, in each case on the same
        basis
        as such benefits had been provided immediately prior to the termination and
        subject to the provisions of the applicable plans.

       

      
 

      
        
          
          

        

        
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      2. The
        first
        part of the first sentence of Section 5(c), providing as follows:

      


      “The
        continuation of Annual Salary, Basic Medical Coverage and Executive Medical
        Benefits described in subparagraph (b) above (collectively, the “Severance
        Benefits”)...” 

      


      is
        hereby
        amended so as to provide as follows:

      


      “The
        continuation of Annual Salary, Basic Medical Coverage and Executive Medical
        Benefits, and the vesting of certain stock options, as described in subparagraph
        (b) above (collectively, the “Severance Benefits”)...”

      


      2. Amendment
        of Option Agreements.
        Hawk and
        Employee hereby agree that each Option Agreement is hereby amended to provide
        that, notwithstanding any provision thereof to the contrary, in the event
        of the
        termination of Employee’s employment by Employer for a reason other than for
“Cause, any stock options granted under one or more of the Plans shall become
        immediately vested, effective on the date of termination. 

      


      3. Plan
        Committee Action.
        Hawk
        and
        Employer hereby agree to take such steps as may be necessary or appropriate
        to
        cause the “Committee” (as defined in each of the Plans) to take such action as
        may be required to effectuate the agreements set forth herein with respect
        to
        the vesting of stock options.

      


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

      


      IN
        WITNESS WHEREOF,
        the
        undersigned have hereunto set their hands on the date first hereinabove
        mentioned.

      


      


      HAWK
        CORPORATION

      (“Hawk”)

       

      
 

      By:
        /s/RONALD E. WEINBERG

      Its:
        Chairman and Chief Executive Officer 

      


      


      WELLMAN
        PRODUCTS GROUP, INC.

      (“Employer”)

       

      
 

      
        By:
          /s/RONALD E. WEINBERG

        Its:
          Chairman and Chief Executive Officer 

      

      


       

       

       

      
        
          By:
            /s/B.
            CHRISTOPER DISANTIS

          B.
            Christopher DiSantis
            (“Employee”) 

        

         

         

         

         

         

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