Steve Campbell HPCG Employee Agreement


    EXHIBIT
      10.3

    


    AGREEMENT
      OF EMPLOYMENT,

    CONFIDENTIALITY
      AND NON-COMPETITION

    


    


    THIS
      AGREEMENT OF EMPLOYMENT, CONFIDENTIALITY AND
      NON-COMPETITION
      (the
      "Agreement") is made and entered into as of this 14th
      day of
      August 2006, by and between HAWK
      PRECISION COMPONENTS GROUP, INC.,
      an Ohio
      corporation with its principal place of business at 200 Public Square, Suite
      1500, Cleveland, Ohio 44114 (hereinafter referred to as "Employer"), and
STEVEN J.
      CAMPBELL,
      an
      individual who resides at 451 Falls Road, Chagrin Falls, Ohio 44022 (hereinafter
      referred to as "Employee").

    


    R
      E C I T A L S :

    


    A. Employer,
      both directly and indirectly through its subsidiary companies, is engaged in
      the
      business of manufacturing and distributing (i) powder metal and metal injection
      molded precision components for industrial, consumer and other applications,
      and
      (ii) high quality custom-engineered metal components made from composite metal
      alloys in powder form (the "Company Business"). Employer is a subsidiary of
      Hawk
      Corporation (‘Hawk”).

    


    B. Prior
      to
      the date of this Agreement, Employee was employed by Friction Products Co.
      (“Friction”) as its President, pursuant to the terms of an Agreement of
      Employment, Confidentiality and Non-Competition dated January 27, 2000, as
      amended by a First Amendment to Agreement of Employment, Confidentiality and
      Non-Competition dated October 5, 2004 (collectively, the “Friction Agreement”).
      Friction is also a subsidiary of Hawk. Pursuant to the Friction Agreement,
      Employee also served as the President of Tex Racing Enterprises, Inc.


    


    C. Employer
      now desires to hire Employee to work for Employer, and Employee desires to
      become an employee of Employer.

    


    D. It
      is
      expected that the work of Employee for Employer will bring Employee into close
      contact with many confidential affairs of Employer not readily available to
      the
      public.

    


    ACCORDINGLY,
      in
      consideration of the promises hereinafter set forth and in consideration of
      the
      employment of Employee by Employer, the parties agree as follows:

    


    1. Employment
      Relationship.
      Employer
      hereby hires Employee to work at the position of President of Employer, and
      Employee agrees to begin working at that position, effective as of the date
      of
      this Agreement. Employee shall report to the president of Hawk. The employment
      relationship between Employer and Employee shall be "at will", terminable by
      either party at any time for any reason or no reason.

     

    
      2. Compensation.
        For
        services rendered pursuant to this Agreement, and for the covenants and
        agreements of Employee set forth herein, Employee shall receive the following:
        (i) a base salary at the rate of $23,750 per month (annual rate: $285,000),
        (ii) an opportunity to earn a target bonus of $114,000 (40% of base
        salary), with the possibility of a greater or lesser bonus depending upon
        achieving objectives, with respect to each full year of employment completed
        by
        Employee hereunder, to be computed at the end of the year in accordance with
        mutually agreed objectives and standards for such year, which will be
        established on an annual basis, (iii) four weeks of vacation per year,
        (iv) the right to participate in the standard benefits which Employer
        provides to all of its employees, and (v) the right to participate in the
        Hawk Corporation 1997 Stock Option Plan and the 2000
        Long
        Term Incentive Plan
        (collectively, the “Plans”) in accordance with and subject to all of the terms
        and conditions contained in the Plans, subject to the execution of such
        documents as may be required by the Committee appointed pursuant to the
        Plans.

    

     

     

    
 

    
      
        
        

      

      
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    3. Severance.
      In the
      event of the termination of Employee's employment by Employer other than for
      "cause" (as hereinafter defined), Employer will continue to pay to Employee
      the
      base salary, and will continue to provide medical insurance benefits on the
      same
      basis as such benefits had been provided immediately prior to the termination,
      for a period of fourteen (14) months following the date of termination. For
      purposes hereof, a termination for "cause" shall include but not be limited
      to
      the following: (i) Employee engaging in fraud, misappropriation of funds,
      embezzlement or like conduct committed against Employer or a customer or
      supplier of Employer, (ii) Employee being convicted of a felony or other
      crime involving dishonesty or moral turpitude, (iii) Employee engaging in
      any act of sexual misconduct at or in connection with work, including sexual
      harassment, (iv) Employee violating, in a material respect, a published or
      otherwise generally recognized policy of Employer, (v) Employee failing to
      fulfill the duties and responsibilities of his job, including, without
      limitation, failing to meet established performance objectives, and
      (vi) Employee violating, in a material respect, any provision of this
      Agreement. In the event of such a termination for cause, Employer shall have
      no
      further obligation to Employee pursuant to this Agreement after the date of
      termination.

     

    4. Non-Compete.
      During
      the period which includes the entire term of Employee's employment with Employer
      and six (6) months following the termination of such employment, however caused,
      (the "Restricted Period"), Employee shall not, directly or indirectly, within
      any state in which Employer has actively engaged in the Company Business during
      any part of the term of Employee's employment with Employer, or with respect
      to
      any customer (wherever located) with whom Employee has had material dealings
      during any part of the term of Employee's employment with Employer, compete
      with
      Employer in any manner, on behalf of Employee or any other person, firm,
      business, corporation or other entity (each such other person, firm, business,
      corporation or other entity being referred to hereinafter as a "Person"),
      including, without limitation, that Employee 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 Employer to withdraw, diminish, curtail
      or cancel any of its business with Employer; or (iv) become interested in
      any Person engaged in the Company Business as an owner, partner, shareholder,
      officer, director, licensor, licensee, principal, agent, employee, trustee,
      consultant or in any other relationship or capacity. In the event of Employee'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.

    


    5. Confidential
      Information. 

    


    (a) Belonging
      To Prior Employer.
      Employee is specifically directed, and hereby agrees, that he shall not disclose
      to Employer any trade secrets or confidential information which belongs to
      any
      prior employer of Employee.

     

    (b) Belonging
      to Employer.
      Employee recognizes and 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
      Employer; (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 Employer; and (iv) all other matters
      which Employer treats as confidential (the items of Employer described above
      being referred to collectively hereinafter as "Confidential Information"),
      are
      valuable, special and unique assets of Employer. During and after the Restricted
      Period, Employee 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 Employer, any and all Confidential Information learned
      by Employee before or after the date of this Agreement, and shall not disclose
      such Confidential Information to anyone outside of Employer either during or
      after employment by Employer, except as required in the course of performing
      duties of his employment with Employer, without the express written consent
      of
      Employer or as required by law.

    


    6. Property
      of Employer.
      Employee
      agrees to deliver promptly to Employer 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 Employee during the period
      of
      his employment with Employer which are in his possession or under his control,
      and all copies thereof, (i) upon termination of Employee's employment with
      Employer, or (ii) at any other time at Employer's request. Employee further
      agrees he will not make or retain any copies of any of the foregoing and will
      so
      represent to Employer upon termination of his employment.

     

     

    
      
        
        

      

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


    


    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 Employee breaches, or
      threatens to commit a breach of, any of the provisions of paragraphs 4 through
      7
      of this Agreement (the "Restrictive Covenants"), then Employer shall have,
      in
      addition to, and not in lieu of, any other rights and remedies available to
      Employer under law or in equity, the right to specific performance and/or
      injunctive relief, it being acknowledged and agreed that any such breach or
      threatened breach will cause irreparable injury to Employer and that money
      damages will not provide an adequate remedy to Employer. 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. Disclosure.
      Employer
      may notify anyone employing Employee or evidencing an intention to employ
      Employee as to the existence and provisions of this Agreement.

    


    10. Governing
      Law and Jurisdiction.
      The
      parties intend that the validity, performance and enforcement of this Agreement
      shall be governed by the laws of the State of Ohio. In the event of any claim
      arising out of or related to this Agreement, or the breach thereof, the parties
      intend to and hereby confer jurisdiction to enforce the terms of this Agreement
      upon the courts of any jurisdiction within the State of Ohio, and hereby waive
      any objections to venue in said courts. 

    


    11. Binding
      Effect.
      This
      Agreement shall inure to the benefit of and be binding upon the parties hereto,
      their heirs, representatives and successors.

    


    12. Severability.
      In case
      any one or more of the provisions contained in this Agreement shall, for any
      reason, be held to be invalid, illegal or unenforceable in any respect by a
      court of competent jurisdiction, such invalidity, illegality or unenforceability
      shall not affect any other provision of this Agreement, but this Agreement
      shall
      be construed as if such invalid, illegal, or unenforceable provision had never
      been contained herein.

    


    13. Notices.
      All
      notices, requests, demands or other communications hereunder shall be sent
      by
      registered or certified mail to the parties at the addresses set forth on the
      first page of this Agreement, or to such other address as a party may designate
      by notice given pursuant to this paragraph.

     

    14. Acknowledgment.
      Employee
      acknowledges that: (i) he has carefully read all of the terms of this
      Agreement, and that such terms have been fully explained to him; (ii) he
      understands the consequences of each and every term of this Agreement;
      (iii) he had other employment opportunities at the time he entered into
      this Agreement; (iv) he specifically understands that by signing this
      Agreement he is giving up certain rights he may have otherwise had, and that
      he
      is agreeing to limit his freedom to engage in certain employment during and
      after the termination of this Agreement, and (v) the limitations to his
      right to compete contained in this Agreement represent reasonable limitations
      as
      to scope, duration and geographical area, and that such limitations are
      reasonably related to protection which Employer reasonably
      requires.

    


    15. Termination
      of Friction Employment Relationship.
      The
      parties understand and agree that the employment relationship between Employee
      and Friction shall be deemed to be terminated as of the date of this Agreement;
      provided, however, that the terms of paragraphs 4 through 15 of the Friction
      Agreement shall remain in full force and effect in accordance with their
      respective terms; provided, however, that the performance of Employee’s duties
      for Employer pursuant to this Agreement shall not constitute a violation of
      Employee’s duties to Friction pursuant to paragraph 4 of the Friction
      Agreement.

    


    16. Entire
      Agreement.
      This
      Agreement embodies the entire agreement and understanding between Employer
      and
      Employee and supersedes all prior agreements and understandings relating to
      the
      subject matter hereof.

     

     

    
      
        
        

      

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

    


    HAWK
      PRECISION COMPONENTS

    GROUP,
      INC. ("Employer")

    


    By: /s/
      Ronald E. Weinberg   

    Its: Chairman
      and Chief Executive Officer 

    


    


    /s/
      Steven J. Campbell    

    STEVEN
      J. CAMPBELL
      ("Employee")

    


    


    


    


     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
 

     

     

     

     

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