Amendment to Agreement Levanduski


     

    EXHIBIT
      10.1

    


    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
“Employer”), and JOSEPH J.
      LEVANDUSKI,
      an
      individual who resides at 9979 Barr Road, Brecksville, Ohio 44141 (hereinafter
      referred to as “Employee”).

    


    


    


    R
      E C I T A L S :

    


    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 Employer 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 Employer 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 Incentive Stock
      Options which have been granted to Employee and are not exercisable, to become
      immediately exercisable, 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.
      Employer
      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.
      Employer
      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.

    


    


    


    


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      SPACE INTENTIONALLY LEFT BLANK]

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
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    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

    (“Employer”)

     

    
 

    By:
      /s/
      RONALD E. WEINBERG

    Its:
      Chairman and Chief Executive Officer 

    


    


                                  


    
      By:
        /s/
        JOSEPH J. LEVANDUSKI

      Joseph
        J. Levanduski ("Employee")

    

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

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