8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of
the Securities Act of 1934

Date of Report: December 1, 2010
(Date of earliest event reported)

Hawk Corporation

(Exact name of registrant as specified in its charter)

Delaware	001-13797	34-1608156
(State or other jurisdiction of	(Commission File Number)	(I.R.S. Employer
incorporation		Identification Number)

200 Public Square, Suite 1500, Cleveland, Ohio 44114
(Address of principal executive offices including zip code)

(216) 861-3553
(Registrant’s telephone number, including area code)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 2.01 Completion of Acquisition or Disposition of Assets
	Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
	Item 5.01 Changes in Control of Registrant
	Item 5.02 Departure of Directors or Certain Officers; Election of Directors
	Item 8.01 Other Events
	Item 9.01. Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
EX-10.1
EX-10.2
EX-10.3
EX-10.4
EX-99.1
EX-99.2

Item 2.01 Completion of Acquisition or Disposition of Assets

     On December 1, 2010, pursuant to the previously announced Agreement and Plan of Merger, dated October 14, 2010 (the “Merger Agreement”), by and among Carlisle Companies Incorporated, a Delaware corporation (“Carlisle”), HC Corporation, a Delaware corporation and wholly-owned subsidiary of Carlisle (the “Purchaser”), and Hawk Corporation, a Delaware corporation (“Hawk” or the “Company”), Carlisle completed its acquisition of all of the issued and outstanding shares of Hawk’s Class A common stock, par value $0.01 per share, (the “Hawk Common Stock”), including the associated Rights (as defined in the Merger Agreement) (each a “Share” and, collectively, the “Shares”), at a per Share price of $50.00 in cash, without interest thereon and less any required withholding taxes (the “Offer Price”), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated November 1, 2010 and the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “Offer”), and described in the Schedule TO filed by the Purchaser and Carlisle with the Securities and Exchange Commission (the “SEC”) on November 1, 2010, as amended. Carlisle’s acquisition of the Shares was structured as a two-step transaction, with the Offer followed by the merger of Merger Sub with and into Hawk in a “short-form” merger under Section 253 of the Delaware General Corporation Law (the “Merger”), with Hawk continuing as the surviving corporation and a wholly-owned subsidiary of Carlisle (the “Surviving Corporation”).

     The offering period of the Offer expired at midnight, New York City time, at the end of the day on Tuesday, November 30, 2010. Based on information provided by the depositary, as of the expiration date, an aggregate of 7,321,448 Shares were validly tendered and not withdrawn pursuant to the Offer, representing approximately 94% of all of the outstanding Shares. The Purchaser accepted for payment and promptly paid (or will promptly pay, as applicable) the Offer Price to all stockholders of Hawk who validly tendered and did not withdraw Shares pursuant to the Offer.

     Pursuant to the Merger Agreement, the Merger became effective on December 1, 2010 (the “Effective Time”). As a result of the Merger, each issued and outstanding Share not tendered in the Offer (other than the Hawk Common Stock held by Carlisle or its subsidiaries, which have been cancelled, and other than Shares for which appraisal rights are properly demanded and perfected in accordance with Delaware law) was converted into the right to receive the Offer Price.

     The foregoing description of the Merger Agreement is qualified in its entirety by reference to the Merger Agreement, a copy of which was filed as Exhibit 2.1 to the Form 8-K filed by Hawk on October 19, 2010.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

     As a result of the Merger, Hawk no longer fulfills the numerical listing requirements of the NYSE Amex. Accordingly, Hawk requested on December 1, 2010 that NYSE Amex file with the SEC a Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934, as amended, on Form 25 to effect the delisting of the Hawk Common Stock from NYSE Amex and the deregistration of the shares of the Hawk Common Stock under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). On

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December 3, 2010, NYSE Amex filed the Form 25 with the SEC to effect the delisting of the Hawk Common Stock from NYSE Amex and the deregistration of the shares of the Hawk Common Stock under Section 12(b) of the Exchange Act.

Item 5.01 Changes in Control of Registrant

The disclosure contained in Item 2.01 hereof is incorporated by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors

At the Effective Time, certain officers of Hawk (namely, Ronald E. Weinberg, B. Christopher DiSantis and Joseph J. Levanduski) resigned from every position that each of them held at Hawk and its subsidiaries.

At the Effective Time, the members of the board of directors of Hawk (namely, Andrew T. Berlin, Paul R. Bishop, Norman C. Harbert, Byron S. Krantz, Richard T. Marabito, Dan T. Moore III and Ronald E. Weinberg) resigned from the board of Hawk and its subsidiaries. Mr. Krantz also resigned as Hawk’s secretary. In addition, pursuant to the Merger, at the Effective Time, the directors of the Purchaser immediately prior to the Effective Time (namely David Roberts, Steven Ford and Christopher Koch) became the directors of the Surviving Corporation, until their respective successors are duly elected or appointed and qualified, or until the earlier of their death, resignation or removal.

As previously-disclosed in Hawk’s Form 8-K, dated October 14, 2010, as filed with the SEC on October 19, 2010, each of Mr. Weinberg’s and Mr. Harbert’s employment was terminated on December 2, 2010, one business day following the Effective Time. In addition, effective December 2, 2010, the employment of each of Messrs. DiSantis and Levanduski was terminated.

On December 1, 2010, Hawk entered into amendments to certain change in control agreements with Messrs. DiSantis, Levanduski and Gilbride whereby each agreed to subject certain previously-disclosed payments to be made to each of them by Hawk to an extension (by one year for Mr. DiSantis and by six months for Messrs. Levanduski and Gilbride) of the non-compete covenant contained in their change in control agreements. In addition, on December 1, 2010, Hawk entered into an amendment to Mr. Weinberg’s Second Amended and Restated Employment, dated March 31, 2009, and Mr. Weinberg’s Amendment to Agreements, dated October 14, 2010, whereby he agreed to subject a certain previously-disclosed payment to be made to him by Hawk to a six month extension of the non-compete covenant contained in such employment agreement. The foregoing descriptions are qualified in their entirety to the amendments to the change in control agreements of each of Messrs. DiSantis, Levanduski and Gilbride and the First Amendment to Second Amended and Restated Employment Agreement of Mr. Weinberg and the Amendment to Amendments of Mr. Weinberg, copies of which are attached hereto as Exhibit 10.1, 10.2, 10.3 and 10.4, respectively, and incorporated herein by reference.

Item 8.01 Other Events

On December 1, 2010, Hawk and Carlisle issued a press release announcing Carlisle’s completion of the Offer. The press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

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On December 2, 2010, Carlisle issued a press release announcing the completion of the Merger. The press release is attached hereto as Exhibit 99.2 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

2.1	Agreement and Plan of Merger, dated as of October 14, 2010, by and among Carlisle Companies Incorporated, a Delaware corporation, HC Corporation, a Delaware corporation and wholly-owned subsidiary of Carlisle, and Hawk Corporation (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Hawk Corporation with the SEC on October 19, 2010)
10.1	Amendment No. 1 to Amended and Restated Change in Control Agreement, dated as of December 1, 2010, by and between B. Christopher DiSantis and Hawk Corporation
10.2	Second Amendment to Change in Control Agreement, dated as of December 1, 2010, by and between Joseph J. Levanduski and Hawk Corporation
10.3	Second Amendment to Change in Control Agreement, dated as of December 1, 2010, by and between Thomas A. Gilbride and Hawk Corporation
10.4	First Amendment to Second Amended and Restated Employment Agreement and Amendment to Agreements, dated as of December 1, 2010, by and between Ronald E. Weinberg and Hawk Corporation
99.1	Joint Press Release issued by Carlisle Companies Incorporated and Hawk Corporation, dated December 1, 2010
99.2	Press Release issued by Carlisle Companies Incorporated, dated December 2, 2010

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: December 6, 2010	HAWK CORPORATION
	By:	/s/ Thomas A. Gilbride
		Its: Vice President — Finance

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EXHIBIT INDEX

Exhibit Number	Description
2.1	Agreement and Plan of Merger, dated as of October 14, 2010, by and among Carlisle Companies Incorporated, a Delaware corporation, HC Corporation, a Delaware corporation and wholly-owned subsidiary of Carlisle, and Hawk Corporation (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Hawk Corporation with the SEC on October 19, 2010)
10.1	Amendment No. 1 to Amended and Restated Change in Control Agreement, dated as of December 1, 2010, by and between B. Christopher DiSantis and Hawk Corporation
10.2	Second Amendment to Change in Control Agreement, dated as of December 1, 2010, by and between Joseph J. Levanduski and Hawk Corporation
10.3	Second Amendment to Change in Control Agreement, dated as of December 1, 2010, by and between Thomas A. Gilbride and Hawk Corporation
10.4	First Amendment to Second Amended and Restated Employment Agreement and Amendment to Agreements, dated as of December 1, 2010, by and between Ronald E. Weinberg and Hawk Corporation
99.1	Joint Press Release issued by Carlisle Companies Incorporated and Hawk Corporation dated December 1, 2010
99.2	Press Release issued by Carlisle Companies Incorporated, dated December 2, 2010

EX-10.1

Exhibit 10.1

AMENDMENT NO. 1 TO
AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT

     This Amendment No. 1 to the Amended and Restated Change in Control Agreement (the “Amendment”), dated as of December 1, 2010, is made and entered into by and between B. Christopher DiSantis, an individual (the “Executive”), and Hawk Corporation, a Delaware corporation (“Hawk”).

RECITALS

     1. Hawk and the Executive are parties to the Amended and Restated Change in Control Agreement, dated August 21, 2009 (the “CIC Agreement”) which provides that if the Executive is terminated in connection with a change in control of Hawk that the Executive is entitled to certain benefits including severance in exchange for the Executive’s agreement to abide by certain restrictive covenants, including a covenant not to compete for a period of one year following the termination of the Executive’s employment with Hawk (the “Non-Compete Covenant”).

     2. On October 14, 2010, Carlisle Companies Incorporated (“Carlisle”), and Carlisle’s wholly owned subsidiary, HC Corporation, a Delaware corporation (the “Purchaser”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Hawk. Pursuant to the Merger Agreement, Carlisle and the Purchaser commenced a tender offer to purchase all of the issued and outstanding shares of the Company’s Class A common stock, including the associated Rights (as defined in the Merger Agreement), at a purchase price of $50.00 per share in cash to be followed by a merger of the Purchaser with and into Hawk (the “Merger”).

     3. In exchange for certain payments to the Executive from Hawk, the Executive desires and has agreed to extend the term of his Non-Compete Covenant by an additional one (1) year period and subject such payments to Section 4.2 and Paragraph 3 of Exhibit B of the CIC Agreement.

     4. Hawk and the Executive desire to amend the CIC Agreement in connection with the extension of the term of the Executive’s Non-Compete Covenant.

AGREEMENT

          NOW, THEREFORE, in consideration of the premises, the covenants, conditions, representations, and agreements contained herein, the consummation by Carlisle of the transactions contemplated by the Merger Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Executive covenants and agrees with Hawk as follows:

          1. Non-Compete. In exchange for the payments described in paragraph 2 below, the Executive has agreed to extend the term of the Non-Compete Covenant by an additional one (1) year period and in accordance with Section 4.2 and Paragraph 3 of Exhibit B of the CIC Agreement, to subject such payments to, and condition such payments upon, the Executive’s compliance with, the Restrictive Covenants unless the Restrictive Covenants have expired under the terms of the CIC Agreement. Therefore, the Executive and Hawk agree that the term of the Non-Compete Covenant as set forth in Paragraph 3 of Exhibit B of the CIC

Agreement shall be two (2) years (the “Extended Non-Compete Covenant”). For purposes of the “Restricted Period” definition, the Restricted Period shall be two (2) years for purposes of Paragraphs 3 and 8(a) of Exhibit B of the CIC Agreement only, and the Restricted Period shall remain one (1) year for all other purposes of Exhibit B of the CIC Agreement.

          2. Additional Consideration. In consideration of the Executive’s agreement in paragraph 1 above with respect to the Extended Non-Compete Covenant, Hawk and the Executive expressly agree and acknowledge that certain previously-disclosed bonus and additional payments to the Executive totaling One Million Four Hundred Thousand Dollars ($1,400,000), of which Four Hundred Thousand Dollars ($400,000) relates to the Executive’s success bonus in connection with the transactions contemplated by the Merger Agreement, shall be in exchange for the Executive’s agreement to be subject to the Extended Non-Compete Covenant. These payments shall be within 5 days following the closing of the merger pursuant to the Merger Agreement.

          3. Accountants’ Report. Section 3.3 of the CIC Agreement is hereby amended to add the following as a new subsection:

(f) The Corporation agrees to provide the Executive with a copy of the report, including all schedules and backup to such report and all data utilized in the preparation of such report, prepared by its Accountants in accordance with paragraph (b) above, regarding the determination of any and all compensation and benefits, including severance, in connection with the Executive’s termination from employment and taxes related thereto.

          4. Taxes. The Executive agrees that he alone shall be liable for, and shall release and hold Hawk and its affiliates harmless from, any and all taxes solely imposed on the Executive relating to the Payments (as defined below), including any income taxes, excise taxes, interest or penalties that may be imposed on the Executive. The term “Payments” means any payments or benefits received pursuant to the CIC Agreement, as well as any other payments or benefits received in connection with a Change in Control or the Executive’s termination of employment (whether pursuant to the CIC Agreement or any other plan, arrangement or agreement between the Executive and Hawk). Nothing in this paragraph 4 shall amend or modify Section 3.3(c) of the CIC Agreement, which Section 3.3(c) shall remain in full force and effect.

          5. CIC Agreement. The CIC Agreement, as amended by this Amendment, shall remain in full force and effect in accordance with its terms.

          6. Capitalized Terms. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the CIC Agreement.

          7. Counterparts. This Amendment may be executed and delivered (including, without limitation, by facsimile transmission) in counterparts, each of which shall be deemed an original, but all of which shall constitute the same instrument.

     IN WITNESS WHEREOF, the Executive has executed this Amendment, and Hawk has caused this Amendment to be duly executed on its behalf, as of the date first written above.

HAWK CORPORATION
By:	/s/ Ronald E. Weinberg
	Its: CEO and Chairman
EXECUTIVE:
/s/ B. Christopher DiSantis
B. CHRISTOPHER DISANTIS

EX-10.2

Exhibit 10.2

SECOND AMENDMENT TO
CHANGE IN CONTROL AGREEMENT

     This Second Amendment to Change in Control Agreement (the “Amendment”), dated as of December 1, 2010, is made and entered into by and between Joseph J. Levanduski, an individual (the “Executive”), and Hawk Corporation, a Delaware corporation (“Hawk”).

RECITALS

     1. Hawk and the Executive are parties to the Change in Control Agreement, dated August 14, 2006, as amended (the “CIC Agreement”) which provides that if the Executive is terminated in connection with a change in control of Hawk that the Executive is entitled to certain benefits including severance in exchange for the Executive’s agreement to abide by certain restrictive covenants, including a covenant not to compete for a period of one year following the termination of the Executive’s employment with Hawk (the “Non-Compete Covenant”).

     2. On October 14, 2010, Carlisle Companies Incorporated (“Carlisle”), and Carlisle’s wholly owned subsidiary, HC Corporation, a Delaware corporation (the “Purchaser”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Hawk. Pursuant to the Merger Agreement, Carlisle and the Purchaser commenced a tender offer to purchase all of the issued and outstanding shares of the Company’s Class A common stock, including the associated Rights (as defined in the Merger Agreement), at a purchase price of $50.00 per share in cash to be followed by a merger of the Purchaser with and into Hawk (the “Merger”).

     3. In exchange for a certain payment to the Executive from Hawk, the Executive desires and has agreed to extend the term of his Non-Compete Covenant by an additional six (6) month period and subject such payments to Section 4.2 and Paragraph 3 of Exhibit B of the CIC Agreement.

     4. Hawk and the Executive desire to amend the CIC Agreement in connection with the extension of the term of the Executive’s Non-Compete Covenant.

AGREEMENT

          NOW, THEREFORE, in consideration of the premises, the covenants, conditions, representations, and agreements contained herein, the consummation by Carlisle of the transactions contemplated by the Merger Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Executive covenants and agrees with Hawk as follows:

          1. Non-Compete. In exchange for the payment described in paragraph 2 below, the Executive has agreed to extend the term of the Non-Compete Covenant by an additional six (6) month period and in accordance with Section 4.2 and Paragraph 3 of Exhibit B of the CIC Agreement, to subject such payment to, and condition such payment upon, the Executive’s compliance with, the Restrictive Covenants unless the Restrictive Covenants have expired under the terms of the CIC Agreement. Therefore, the Executive and Hawk agree that the term of the Non-Compete Covenant as set forth in Paragraph 3 of Exhibit B of the CIC Agreement shall be eighteen (18) months (the “Extended Non-Compete Covenant”). For purposes of the

“Restricted Period” definition, the Restricted Period shall be eighteen (18) months for purposes of Paragraphs 3 and 8(a) of Exhibit B of the CIC Agreement only, and the Restricted Period shall remain one (1) year for all other purposes of Exhibit B of the CIC Agreement.

          2. Additional Consideration. In consideration of the Executive’s agreement in paragraph 1 above with respect to the Extended Non-Compete Covenant, Hawk and the Executive expressly agree and acknowledge that the certain previously-disclosed additional payment to the Executive totaling Three Hundred Thousand Dollars ($300,000) shall be in exchange for the Executive’s agreement to be subject to the Extended Non-Compete Covenant. These payments shall be within 5 days following the closing of the merger pursuant to the Merger Agreement.

          3. Accountants’ Report. Section 3.3 of the CIC Agreement is hereby amended to add the following as a new subsection:

(f) The Corporation agrees to provide the Executive with a copy of the report, including all schedules and backup to such report and all data utilized in the preparation of such report, prepared by its Accountants in accordance with paragraph (b) above, regarding the determination of any and all compensation and benefits, including severance, in connection with the Executive’s termination from employment and taxes related thereto.

          4. Taxes. The Executive agrees that he alone shall be liable for, and shall release and hold Hawk and its affiliates harmless from, any and all taxes solely imposed on the Executive relating to the Payments (as defined below), including any income taxes, excise taxes, interest or penalties that may be imposed on the Executive. The term “Payments” means any payments or benefits received pursuant to the CIC Agreement, as well as any other payments or benefits received in connection with a Change in Control or the Executive’s termination of employment (whether pursuant to the CIC Agreement or any other plan, arrangement or agreement between the Executive and Hawk). Nothing in this paragraph 4 shall amend or modify Section 3.3(c) of the CIC Agreement, which Section 3.3(c) shall remain in full force and effect.

          5. CIC Agreement. The CIC Agreement, as amended by this Amendment, shall remain in full force and effect in accordance with its terms.

          6. Capitalized Terms. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the CIC Agreement.

          7. Counterparts. This Amendment may be executed and delivered (including, without limitation, by facsimile transmission) in counterparts, each of which shall be deemed an original, but all of which shall constitute the same instrument.

     IN WITNESS WHEREOF, the Executive has executed this Amendment, and Hawk has caused this Amendment to be duly executed on its behalf, as of the date first written above.

HAWK CORPORATION
By:	/s/ Ronald E. Weinberg
	Its: CEO and Chairman
EXECUTIVE:
/s/ Joseph J. Levanduski
JOSEPH J. LEVANDUSKI

EX-10.3

Exhibit 10.3

SECOND AMENDMENT TO
CHANGE IN CONTROL AGREEMENT

     This Second Amendment to Change in Control Agreement (the “Amendment”), dated as of December 1, 2010, is made and entered into by and between Thomas A. Gilbride, an individual (the “Executive”), and Hawk Corporation, a Delaware corporation (“Hawk”).

RECITALS

     1. Hawk and the Executive are parties to the Change in Control Agreement, dated August 14, 2006, as amended (the “CIC Agreement”) which provides that if the Executive is terminated in connection with a change in control of Hawk that the Executive is entitled to certain benefits including severance in exchange for the Executive’s agreement to abide by certain restrictive covenants, including a covenant not to compete for a period of one year following the termination of the Executive’s employment with Hawk (the “Non-Compete Covenant”).

     2. On October 14, 2010, Carlisle Companies Incorporated (“Carlisle”), and Carlisle’s wholly owned subsidiary, HC Corporation, a Delaware corporation (the “Purchaser”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Hawk. Pursuant to the Merger Agreement, Carlisle and the Purchaser commenced a tender offer to purchase all of the issued and outstanding shares of the Company’s Class A common stock, including the associated Rights (as defined in the Merger Agreement), at a purchase price of $50.00 per share in cash to be followed by a merger of the Purchaser with and into Hawk (the “Merger”).

     3. In exchange for a certain payment to the Executive from Hawk, the Executive desires and has agreed to extend the term of his Non-Compete Covenant by an additional six (6) month period and subject such payments to Section 4.2 and Paragraph 3 of Exhibit B of the CIC Agreement.

     4. Hawk and the Executive desire to amend the CIC Agreement in connection with the extension of the term of the Executive’s Non-Compete Covenant.

AGREEMENT

          NOW, THEREFORE, in consideration of the premises, the covenants, conditions, representations, and agreements contained herein, the consummation by Carlisle of the transactions contemplated by the Merger Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Executive covenants and agrees with Hawk as follows:

          1. Non-Compete. In exchange for the payment described in paragraph 2 below, the Executive has agreed to extend the term of the Non-Compete Covenant by an additional six (6) month period and in accordance with Section 4.2 and Paragraph 3 of Exhibit B of the CIC Agreement, to subject such payment to, and condition such payment upon, the Executive’s compliance with, the Restrictive Covenants unless the Restrictive Covenants have expired under the terms of the CIC Agreement. Therefore, the Executive and Hawk agree that the term of the Non-Compete Covenant as set forth in Paragraph 3 of Exhibit B of the CIC Agreement shall be eighteen (18) months (the “Extended Non-Compete Covenant”). For purposes of the

“Restricted Period” definition, the Restricted Period shall be eighteen (18) months for purposes of Paragraphs 3 and 8(a) of Exhibit B of the CIC Agreement only, and the Restricted Period shall remain one (1) year for all other purposes of Exhibit B of the CIC Agreement.

          2. Additional Consideration. In consideration of the Executive’s agreement in paragraph 1 above with respect to the Extended Non-Compete Covenant, Hawk and the Executive expressly agree and acknowledge that the certain previously-disclosed additional payment to the Executive totaling One Hundred Thousand Dollars ($100,000) shall be in exchange for the Executive’s agreement to be subject to the Extended Non-Compete Covenant. This payment shall be within 5 days following the closing of the merger pursuant to the Merger Agreement.

          3. Accountants’ Report. Section 3.3 of the CIC Agreement is hereby amended to add the following as a new subsection:

(f) The Corporation agrees to provide the Executive with a copy of the report, including all schedules and backup to such report and all data utilized in the preparation of such report, prepared by its Accountants in accordance with paragraph (b) above, regarding the determination of any and all compensation and benefits, including severance, in connection with the Executive’s termination from employment and taxes related thereto.

          4. Taxes. The Executive agrees that he alone shall be liable for, and shall release and hold Hawk and its affiliates harmless from, any and all taxes solely imposed on the Executive relating to the Payments (as defined below), including any income taxes, excise taxes, interest or penalties that may be imposed on the Executive. The term “Payments” means any payments or benefits received pursuant to the CIC Agreement, as well as any other payments or benefits received in connection with a Change in Control or the Executive’s termination of employment (whether pursuant to the CIC Agreement or any other plan, arrangement or agreement between the Executive and Hawk). Nothing in this paragraph 4 shall amend or modify Section 3.3(c) of the CIC Agreement, which Section 3.3(c) shall remain in full force and effect.

          5. CIC Agreement. The CIC Agreement, as amended by this Amendment, shall remain in full force and effect in accordance with its terms.

          6. Capitalized Terms. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the CIC Agreement.

          7. Counterparts. This Amendment may be executed and delivered (including, without limitation, by facsimile transmission) in counterparts, each of which shall be deemed an original, but all of which shall constitute the same instrument.

     IN WITNESS WHEREOF, the Executive has executed this Amendment, and Hawk has caused this Amendment to be duly executed on its behalf, as of the date first written above.

HAWK CORPORATION
By:	/s/ Ronald E. Weinberg
	Its: CEO and Chairman
EXECUTIVE:
/s/ Thomas A. Gilbride
THOMAS A. GILBRIDE

EX-10.4

Exhibit 10.4

FIRST AMENDMENT TO
SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT
AND
AMENDMENT TO AGREEMENTS

     This First Amendment to the Second Amended and Restated Employment Agreement and to the Amendment to Agreements (the “Amendment”), dated as of December 1, 2010, is made and entered into by and between Ronald E. Weinberg, an individual (the “Executive” and “Weinberg”), and Hawk Corporation, a Delaware corporation (“Hawk”).

RECITALS

     1. Hawk and the Executive are parties to the Amendment to Agreements, dated October 14, 2010 (the “Amendment to Agreements”) and the Second Amended and Restated Employment Agreement, dated March 31, 2009 (the “Employment Agreement” and together with the Amendment to Agreements, the “Agreements”) which provide that if the Executive is terminated that the Executive is entitled to certain benefits including severance in exchange for the Executive’s agreement to abide by certain restrictive covenants, including a covenant not to compete set forth in Section 8(a) of the Employment Agreement for a period of two years following the termination of the Executive’s employment with Hawk (the “Non-Compete Covenant”).

     2. On October 14, 2010, Carlisle Companies Incorporated (“Carlisle”), and Carlisle’s wholly owned subsidiary, HC Corporation, a Delaware corporation (the “Purchaser”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Hawk. Pursuant to the Merger Agreement, Carlisle and the Purchaser commenced a tender offer to purchase all of the issued and outstanding shares of the Company’s Class A common stock, including the associated Rights (as defined in the Merger Agreement), at a purchase price of $50.00 per share in cash to be followed by a merger of the Purchaser with and into Hawk (the “Merger”).

     3. In exchange for a certain payment to the Executive from Hawk, the Executive desires and has agreed to extend the term of his Non-Compete Covenant by an additional six (6) month period and subject such payments to Section 8 of the Employment Agreement.

     4. Hawk and the Executive desire to amend the Agreements in connection with the extension of the term of the Executive’s Non-Compete Covenant.

AGREEMENT

          NOW, THEREFORE, in consideration of the premises, the covenants, conditions, representations, and agreements contained herein, the consummation by Carlisle of the transactions contemplated by the Merger Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Executive covenants and agrees with Hawk as follows:

          1. Non-Compete. In exchange for the payment described in paragraph 2 below, the Executive has agreed to extend the term of the Non-Compete Covenant by an additional six (6) month period and in accordance with Sections 8(a) and 11 of the Employment Agreement, to subject such payment to, and condition such payment upon, the Executive’s compliance with, the

Restrictive Covenants unless the Restrictive Covenants have expired under the terms of the Employment Agreement. Therefore, the Executive and Hawk agree that the term of the Non-Compete Covenant as set forth in Section 8(a) of the Employment Agreement shall be thirty (30) months (the “Extended Non-Compete Covenant”). For purposes of the “Restricted Period” definition, the Restricted Period shall be thirty (30) months for purposes of Section 8(a) of the Employment Agreement only, and the Restricted Period shall remain two (2) years for all other purposes of the Employment Agreement.

          2. Additional Consideration. In consideration of the Executive’s agreement in paragraph 1 above with respect to the Extended Non-Compete Covenant, Hawk and the Executive expressly agree and acknowledge that the certain previously-disclosed additional payment to the Executive totaling One Hundred Seven Thousand Dollars ($107,000) shall be in exchange for the Executive’s agreement to be subject to the Extended Non-Compete Covenant. This payment shall be within 5 days following the closing of the merger pursuant to the Merger Agreement.

          3. Accountants’ Report. The following shall be added as new Paragraph 9 of the Amendment to Agreements:

9. Hawk agrees to provide Weinberg with a copy of the report, including all schedules and backup to such report and all data utilized in the preparation of such report, prepared by Hawk’s accountants (Ernst & Young LLP) regarding the determination of any and all compensation and benefits, including severance, in connection with Weinberg’s termination from employment and taxes related thereto.

          4. Taxes. The Executive agrees that he alone shall be liable for, and shall release and hold Hawk and its affiliates harmless from, any and all taxes solely imposed on the Executive relating to the Payments (as defined below), including any income taxes, excise taxes, interest or penalties that may be imposed on the Executive. The term “Payments” means any payments or benefits received pursuant to the Agreements, as well as any other payments or benefits received in connection with a change in control or the Executive’s termination of employment (whether pursuant to the Agreements or any other plan, arrangement or agreement between the Executive and Hawk).

          5. Agreements. The Employment Agreement and the Amendment to Agreements, as amended by this Amendment, shall remain in full force and effect in accordance with their terms.

          6. Capitalized Terms. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Employment Agreement or the Amendment to the Agreements, as the case may be.

          7. Counterparts. This Amendment may be executed and delivered (including, without limitation, by facsimile transmission) in counterparts, each of which shall be deemed an original, but all of which shall constitute the same instrument.

     IN WITNESS WHEREOF, the Executive has executed this Amendment, and Hawk has caused this Amendment to be duly executed on its behalf, as of the date first written above.

HAWK CORPORATION
By:	/s/ Marc C. Krantz
	Its: Assistant Secretary
EXECUTIVE:
/s/ Ronald E. Weinberg
RONALD E. WEINBERG

EX-99.1

Exhibit 99.1

PRESS RELEASE     

CSL010022 12/1/10   

Carlisle Companies Incorporated Successfully Completes Tender Offer for Hawk Corporation

CHARLOTTE, NORTH CAROLINA, Dec. 1, 2010 — Carlisle Companies Incorporated (NYSE: CSL), and Hawk Corporation (NYSE Amex: HWK), today jointly announced the successful completion of the previously announced tender offer for all of the outstanding shares of Hawk Class A common stock (together with the associated preferred share purchase rights). The offer expired at 12:00 midnight, New York City time, at the end of the day on November 30, 2010.

On November 1, 2010, HC Corporation, a wholly owned subsidiary of Carlisle, commenced its tender offer to acquire all the outstanding shares of Hawk’s Class A common stock (together with the associated preferred share purchase rights) at a purchase price of $50.00 per share, net to the seller in cash, without interest, less any applicable withholding taxes. Based on a preliminary count by the depositary for the tender offer, a total of 7,321,448 shares of Hawk Class A common stock, including 312,450 shares tendered under guaranteed delivery procedures, representing approximately 94 percent of Hawk’s outstanding common stock, were validly tendered and not withdrawn in the tender offer. As of the expiration of the tender offer, Hawk had 7,759,063 shares of Class A common stock outstanding. All shares that were validly tendered and not withdrawn have been accepted for payment by HC Corporation in accordance with the terms of the tender offer and applicable law.

Carlisle, through its direct wholly owned subsidiary, HC Corporation, will acquire all of the remaining outstanding shares of Hawk Class A common stock by means of a merger under Delaware law. In the merger, each outstanding share of Hawk Class A common stock (other than shares to which the holder has properly exercised appraisal rights) will be converted into the right to receive $50.00 net to the seller in cash, without interest, less any applicable withholding taxes. As a result of the completion of the merger, Hawk’s Class A common stock will cease trading on the NYSE Amex. Carlisle expects that the merger will be implemented on an expedited basis pursuant to the short form merger procedure available under Delaware law.

Complete terms and conditions of the tender offer are set forth in the tender offer materials, including the offer to purchase and letter of transmittal, filed with the Securities and Exchange Commission by Carlisle and HC Corporation on November 1, 2010, with Carlisle’s tender offer statement on Schedule TO, as amended and supplemented.

About Carlisle Companies Incorporated

Carlisle is a diversified global manufacturing company serving the construction materials, commercial roofing, specialty tire and wheel, power transmission, heavy-duty brake and friction, foodservice, aerospace, and test and measurement industries.

About Hawk Corporation

Hawk is a leading supplier of friction products for brakes, clutches and transmissions used in airplanes, trucks, construction and mining equipment, farm equipment, and recreational and performance automotive vehicles.

IMPORTANT INFORMATION AND WHERE TO FIND IT

This press release is not an offer to purchase or a solicitation of an offer to sell any securities of Hawk Corporation (“Hawk”), nor is it a substitute for the tender offer materials described below and filed by Carlisle Companies Incorporated (“Carlisle”) and Hawk with the Securities and Exchange Commission (the “SEC”) on November 1, 2010, as amended.

Investors and security holders of Hawk are urged to read Carlisle’s offer to purchase filed with the SEC on Schedule TO (as amended, the “Schedule TO”) and Hawk’s solicitation/recommendation statement filed with the SEC on Schedule 14D-9 (as amended, the “Schedule 14D-9”). Hawk stockholders are urged to read these materials carefully as they contain important information, including the terms and conditions of the offer. Hawk stockholders may obtain a free copy of these materials and other documents filed by Carlisle or Hawk with the SEC at the website maintained by the SEC at www.sec.gov. The Schedule TO, including the offer to purchase and related materials, and the Schedule 14D-9, including the solicitation/recommendation statement may also be obtained for free by contacting D.F. King & Co., Inc., the information agent for the tender offer, at (212) 269-5550 or toll-free at (800) 659-5550, or by contacting Carlisle at (704) 501-1100.

Forward-Looking Statements

This press release contains forward-looking statements. These statements are based on current expectations and are subject to uncertainty and changes in circumstances. Actual results may differ materially from these expectations due to changes in global economic, business, competitive, market, regulatory and other factors, including the risk that the transaction may not be consummated; and the risk that Hawk may not be integrated successfully into Carlisle. More detailed information about these factors is contained in filings made by Carlisle and Hawk with the SEC. Neither Carlisle nor Hawk undertakes any duty to update forward-looking statements.

CONTACT:	Steven J. Ford Vice President & Chief Financial Officer Carlisle Companies Incorporated (704) 501-1100 http://www.carlisle.com
	Ronald E. Weinberg Chairman & Chief Executive Officer Hawk Corporation (216) 861-3553 http://www.hawkcorp.com

-2-

EX-99.2

Exhibit 99.2

PRESS RELEASE

CSL010023 12/2/10   

Carlisle Companies Incorporated Announces Completion of Acquisition of Hawk Corporation

CHARLOTTE, NORTH CAROLINA, Dec. 2, 2010 — Carlisle Companies Incorporated (NYSE: CSL), today announced that it has successfully completed the acquisition of Hawk Corporation (NYSE Amex: HWK) by means of a short-form merger effected under Delaware law.

On December 1, 2010, Carlisle announced the successful completion of the tender offer by its wholly owned subsidiary, HC Corporation, for all of the outstanding shares of Hawk Class A common stock (the “Shares”). Following this announcement, on December 1, 2010, Carlisle and HC Corporation effected the “short-form” merger of HC Corporation with and into Hawk, with Hawk continuing as the surviving corporation and wholly owned by Carlisle, in accordance with the Agreement and Plan of Merger, dated October 14, 2010, among Carlisle, HC Corporation and Hawk. As a result of the purchase of Shares in the tender offer, Carlisle and HC Corporation had sufficient voting power to approve the merger without the affirmative vote of any other stockholder of Hawk. In the merger, each Share not previously purchased in the tender offer was converted, subject to appraisal rights, into the right to receive $50.00, net to the seller in cash, without interest, less any applicable withholding taxes.

As a result of the completion of the merger, December 1, 2010, was the last day Hawk Class A common stock traded on the NYSE Amex.

About Carlisle Companies Incorporated

Carlisle is a diversified global manufacturing company serving the construction materials, commercial roofing, specialty tire and wheel, power transmission, heavy-duty brake and friction, foodservice, aerospace, and test and measurement industries.

CONTACT: Steven J. Ford
Vice President & Chief Financial Officer
Carlisle Companies Incorporated
(704) 501-1100
http://www.carlisle.com