exhibit10_24.htm


    Exhibit
10.24

    SECOND
AMENDMENT TO RESTATED

    WAGE
CONTINUATION AGREEMENT

    


    THIS SECOND AMENDMENT TO RESTATED
WAGE CONTINUATION AGREEMENT (the “Amendment”) is made and entered into as
of this 30th day of
December 2008, by and between NORMAN C. HARBERT,
individually (“Harbert”), and HAWK CORPORATION, a Delaware
corporation whose principal address is 200 Public Square, Suite 1500,
Cleveland, Ohio 44114 (“Hawk”).

    


    RECITALS:

    


    
      	
              A.  

            	
              The
      parties and Friction Products Co. (“Friction”) are parties to the Amended
      and Restated Wage Continuation Agreement dated as of December 31, 2001
      (the “Restated Agreement”).

            


    

    


    
      	
              B.  

            	
              Friction
      is no longer a necessary party.

            


    

    


    
      	
              C.  

            	
              Harbert
      and Hawk amended the Restated Agreement under the First Amendment to
      Restated Wage Continuation Agreement entered into as of June 1, 2005 (the
      “First Amendment,” and together with the Restated Agreement, the “Original
      Amended Agreement”).

            


    

    


    
      	
              D.  

            	
              In
      order to ensure compliance with Section 409A of the Internal Revenue Code
      of 1986, as amended, and the U.S. Department of Treasury regulations and
      other interpretive guidance issued thereunder, the parties desire to amend
      the Original Amended Agreement as set forth in this Amendment (the
      Original Amended Agreement as amended by this Amendment is referred to
      herein as the “Amended Agreement”).

            


    

    


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

    


    1. Changes
to Section 1(a) of the Original Amended Agreement. Hawk and Harbert hereby
agree that Section 1(a) of the Original Amended Agreement is hereby amended as
follows:

    


    
      	
              (a)  

            	
              The
      last sentence of Section 1(a) is deleted from the Original Amended
      Agreement in its entirety and is replaced by the
  following:

            


    

    


    The Wage
Continuation Payment shall be payable to the Spouse in equal monthly
installments on the first day of each such month commencing with the first day
of the first month following the month of Harbert’s death and shall continue
monthly until the death of the Spouse.

    


    
      	
              (b)  

            	
              The
      following is added in its entirety as the last sentence of Section 1(a) of
      the Amended Agreement:

            


    

    


    To ensure
compliance with Section 409A of the Internal Revenue Code of 1986, as amended
(the “Code”), and the U.S. Department of Treasury regulations and other
interpretive guidance issued thereunder, each as in effect from time to time
(collectively, “Section 409A”), no payment under Section 1(a) above shall be
made later than December 31 of the calendar year in which the Spouse’s right to
the amount was accrued.

    


    2. Addition
of New Section 12 to the Original Amended Agreement. Hawk and the Executive
hereby agree that Article VII of the Original Amended Agreement is hereby added
in its entirety as follows:

    


    12.           SECTION
409A.

     

    (a) To the
extent applicable, this Agreement shall be interpreted in accordance with
Section 409A.

     

    (b) For purposes of
Section 409A (including, without limitation, for purposes of Treasury Regulation
Section 1.409A-2(b)(2)(iii)), the Spouse’s right to receive the installment
payments described in Section 1(a) shall be treated as a right to receive a
series of separate payments and, accordingly, each installment payment shall at
all time be considered a separate and distinct payment.

     

    


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

     

    


    


    


     

    
      
        
        

      

      
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      4. Miscellaneous.  This Amendment
shall be governed by and construed in accordance with the substantive laws of
the State of Ohio.  The parties intend to and do hereby confer
jurisdiction upon the courts of any jurisdiction within the State of Ohio to
determine any dispute arising out of or related to this Amendment, including the
enforcement and the breach hereof.  This Amendment may be executed
simultaneously in any number of counterparts, each of which shall be deemed an
original but all of which together shall constitute one and the same
instrument.  In the event of any conflict between the original terms
of the Original Amended Agreement and this Amendment, the terms of this
Amendment shall prevail.

      
 

      
 

    

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

    HAWK
CORPORATION

    (“Hawk”)

    


    


    By: /s/ Byron S.
Krantz

    Its:
Secretary

    


    


    


    /s/ Norman C.
Harbert

    NORMAN C. HARBERT (“Harbert”)

    


    
 

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

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