Employee Change Form


    EXHIBIT
      10.5

     

    CHANGE
      IN CONTROL AGREEMENT

    


    


    THIS
      CHANGE IN CONTROL AGREEMENT
      (“Agreement”)
      is
      made as of the _____ day of ______, 20__, by and between       ,
      an
      individual residing at      
      (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 now desire to enter into this Agreement to assure
      severance benefits to the Executive in the event of a termination of his
      employment upon or after a Change in Control.

    


    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 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.


    
      
        
        

      

      
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    (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

    



    
      
        
        

      

      
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    (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 later of April 1, 2006, or 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:

    


    


     

    
 

    
      
        
        

      

      
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    (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 Chief Executive Officer 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.

    


     

    
 

    
      
        
        

      

      
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    (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
      Section 409A of the Code.

    


    (aa) “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.

    


    (bb) “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.

    


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

    


    (dd) “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.

    


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

    


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

    


    


    


    


    


    



    
      
        
        

      

      
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    ARTICLE
      II

     

    TERM
      OF AGREEMENT

    


    2.1 The
      initial term of this Agreement shall begin on the Commencement Date and end
      on
      the December 31 immediately following the Commencement Date. The term of
      this Agreement shall automatically be extended for an additional Calendar Year
      on the first Anniversary Date immediately following the initial term of this
      Agreement without further action by either party, and shall be automatically
      extended for an additional Calendar Year on each succeeding Anniversary Date,
      unless Hawk serves notice on the Executive, at least thirty (30) days prior
      to such Anniversary Date, of Hawk’s intention not to extend this Agreement.
      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) 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).
      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.

    


    


    


    


    


    


    


    


    

      
        
          
          

        

        
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    (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. In the event that the Corporation cannot provide coverage under any
      Welfare Benefit Plan, as described in this 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).
      Such
      determination for each affected Welfare Benefit Plan shall be made in good
      faith
      by the Compensation Committee of the Board.

    


    (d) 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.

    


    (e) 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.

    


    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. Within ten (10) days
      after delivery of an executed copy of the Release by the Executive, Hawk shall
      execute and deliver a copy of the Release to the Executive. 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(e)
      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
      through 3.1(e)
      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. No amount shall be payable
      under this Agreement to, or on behalf of, the Executive unless and until the
      Executive has executed and delivered such a waiver, in a form established by
      the
      Corporation.

     

     

    
 

    
      
        
        

      

      
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    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
      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. The parties acknowledge that uncertainty exists
      with respect to certain interpretive issues under Section 409A.
      Accordingly, notwithstanding any provision of this Agreement to the contrary,
      the parties agree that, to the extent the Corporation in good faith determines
      both that any payment provided for hereunder constitutes a “deferral of
      compensation” under Section 409A and that the Executive is as of the
      relevant date a “key employee” as defined in Section 409A(a)-(2)(B)(i),
      then no amounts shall be payable to the Executive hereunder prior to the earlier
      of (i) the date of the Executive’s death following a Qualifying
      Termination, or (ii) the date that is six (6) months following the
      date of the Executive’s “separation from service” from the Corporation (within
      the meaning of Section 409A). The parties shall cooperate to make such
      amendments to the terms of this Agreement as may be necessary to avoid the
      imposition of penalties and additional taxes under Section 409A;
provided
      that no
      such amendment shall materially increase the cost to, or impose any additional
      liability on, the Corporation with respect to any benefits described or provided
      herein.

    


    (d) 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.

    


    (e) 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.

    


    (f) 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.

    


    


    


     

    
 

    
      
        
        

      

      
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    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.

    


    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.

      
        
          
          

        

        
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    ARTICLE
      VI

     

    MISCELLANEOUS

    


    6.1 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.

    


    6.2 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.

    


    6.3 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.

    


    6.4 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.

    


    6.5 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.

    


    6.6 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.

    


    6.7 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.

    


    6.8 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).

    


    6.9 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.

    


    6.10 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]

      
        
          
             

            


          

          
          

        

        
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    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:
            

    Its:
            

    


    


    EXECUTIVE:

    


    


     

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    

      
        
          
          

        

        
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    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.

     

     

     

     

    
      
        
        

      

      
        71

        
        

      

      
        
        

      

       

    

    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 CHIEF EXECUTIVE OFFICER 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.

     

    
      
        
        

      

      
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    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, as of the Termination Date.

    


    


    HAWK
      CORPORATION

    


    


    By:
            

    Its:
            

    


    


    EXECUTIVE

    


    


    Signature:
           

    Printed
      name:      

    


    

 

     

     

     

    
      
        
        

      

      
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    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
      powder metal components 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.

     

     

    
      
        
        

      

      
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      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):

    


    Initials
      of the signatory for the Corporation: _____    Initials
      of the Executive: _____

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