Hawk Corporation (Form: 8-K)

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of this 21^st day of August, 2009, by and among WELLMAN PRODUCTS GROUP, INC., an Ohio corporation which maintains a place of business at 6180 Cochran Road, Solon, Ohio 44139 (hereinafter referred to as “Wellman”), HAWK CORPORATION, a Delaware corporation which maintains a place of business at 200 Public Square, Suite 1500, Cleveland Ohio 44114 (hereinafter referred to as “Hawk”), and B. CHRISTOPHER DISANTIS, an individual who resides at 8059 Long Forest Drive, Brecksville, Ohio 44141 (hereinafter referred to as “Employee”).

A. Wellman and Employee are parties to an Employment Agreement dated as of August 14, 2006 (the “Original Agreement”).

B. Wellman, Hawk and Employee are parties to a certain Amendment to Agreements dated as of November 10, 2006 (the “OA Amendment No. 1”) which, among other things, amended the Original Agreement.

C. Wellman and Employee amended the Original Agreement and the OA Amendment No. 1 in a Second Amendment to Employment Agreement dated December 30, 2008 (the “OA Amendment No. 2” and together with the Original Agreement and the OA Amendment No. 1, the “Amended Original Agreement”).

D. Hawk and Employee are also parties to a Change in Control Agreement dated August 14, 2006, as amended by First Amendment to Change in Control dated December 30, 2008 (hereinafter, the “Control Agreement”).

E. The parties now desire to modify and restate the Amended Original Agreement in the manner set forth in this Agreement.

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

1. Effective Date. This Agreement shall be effective on the first date after the execution by the parties of this Agreement (the “Effective Date”).

2. Position, Duties and Responsibilities. Hawk hereby employs Employee, and Employee agrees to be employed by Hawk, as its President and Chief Operating Officer, or to such other senior management position as the parties may define by mutual agreement. In addition, Hawk hereby employs Employee, and Employee agrees to be employed, in senior management positions at those direct and indirect subsidiaries and affiliates of Hawk as Hawk may designate from time to time. Hawk and the direct and indirect subsidiaries and affiliates of Hawk for which Employee is designated to provide services (including but not limited to Wellman) are referred to collectively hereinafter as the “Employer.” During the “Employment Period” (as hereinafter defined), the Chairman of the Board of Directors of Hawk (the “Chairman”) shall be entitled to establish the business hours, conditions of employment, reporting relationships, job assignments, duties and responsibilities of Employee hereunder, and to modify the foregoing from time to time. Employee shall report to the Chairman, and only to the Chairman. Employee shall devote all of his business efforts to the business of Employer; provided, however, that Employee may serve on such boards and engage in such civic activities as may be approved by the Chairman, and so long as such service and activities do not interfere with Employee’s performance of his duties and responsibilities to Employer.

3. Employment Period. The term of this Agreement shall be five (5) years, commencing on the Effective Date (hereinafter referred to as the “Employment Period”). Thereafter, the Employment Period may be extended for additional one (1) year periods, in each case upon the written agreement of the parties.

(a) For services rendered pursuant to this Agreement, and for the covenants and agreements of Employee set forth herein, Employee shall receive the following: (i) a base salary at the rate of $32,083.33 per month (annual rate: $385,000) payable in accordance with the normal payroll procedures of Employer, which amount is subject to annual review and possible increase at the discretion of Chairman, with the advice and consent of the Compensation Committee of the Board of Directors of Hawk (the “Compensation Committee”); (ii) an opportunity to earn incentive compensation on annual basis, in such amount and manner as may be determined by the Chairman, with input from Employee and with the advice and consent of the Compensation Committee, with respect to a particular year, in a target amount which shall be consistent with past practice; provided, however, that Employee must be actively employed by Employer at the end of a year in order to earn incentive compensation with respect to that year; notwithstanding the foregoing, in the year of termination of Employee’s employment, if the termination is due to death, disability or under circumstances which entitle Employee to receive severance pay pursuant to the Control Agreement or Paragraph 6(b) below, Employee shall earn pro rata incentive compensation computed as follows: the amount of annual incentive compensation earned by Employee (if any) during the calendar year immediately prior to the year of termination, multiplied by a fraction the numerator of which is the number of days worked by Employee during the calendar year in which the termination occurs and the denominator of which is 365; (iii) five (5) weeks of vacation per year; provided, however, that unused vacation may not be carried over to a subsequent year; (iv) the right to participate in the

standard benefits which Employer provides to all of its employees, and in such additional benefits, if any, as Employer provides to its senior management; (v) the right to participate in the 1997 Stock Option Plan, the Amended and Restated 2000 Long Term Incentive Plan and the Deferred Compensation Plan effective June 1, 2007 (collectively, the “Plans”) in accordance with and subject to all of the terms and conditions contained in the Plans, subject to the execution of such documents as may be required by the Committee appointed pursuant to the Plans; (vi) an automobile allowance at the rate of $600 per month (annual rate: $7,200), (vii) a special insurance benefit package consisting of split dollar life insurance in the face amount of $2,000,000 (conditioned upon the execution of a mutually satisfactory agreement with respect thereto), term life insurance in the face amount of $3,000,000, and supplemental disability insurance (in addition to the other disability insurance provided to all employees of Employer providing an additional benefit of $10,000 per month), and (viii) such other benefits and/or perquisites as may be provided at the discretion of the Chairman from time to time.

(b) To ensure compliance with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury Regulations and other interpretive guidance issued thereunder, each as in effect from time to time (collectively, “Section 409A”), no payment under Paragraph 4(a)(i) or 4(a)(ii) above shall be made later than March 15 of the calendar year following the calendar year in which the amount was earned and accrued.

5. Termination. Employer may terminate Employee’s employment under this Agreement at any time for “Cause” (as defined in Section 1.1(k) of the Control Agreement, which definition is incorporated herein as though fully rewritten). Upon a termination for “Cause”, Employer shall not be obligated to make any further payments to Employee under this Agreement or otherwise (including, without limitation, any accrued and unpaid bonuses and severance benefits), except for amounts of any earned and unpaid base salary.

(a) The parties acknowledge and agree that (i) certain severance benefits may be provided to Employee pursuant to provisions of the Control Agreement, and (ii) Employee shall not be entitled to any of the “Severance Benefits” described in this Paragraph 6 if he is entitled to any severance benefits pursuant to the terms of the Control Agreement.

(b) Subject to the terms of subparagraph (a) above, in the event of the termination of Employee’s employment by Employer for a reason other than for “Cause”, Employer (i) will continue to pay to Employee the “Annual Salary” for a period of twenty four (24) months following the date of termination; (ii) will continue to provide to Employee and his family “Basic Medical Coverage” and “Executive Medical Benefits” (as hereinafter defined) for a period of twenty four (24) months following the date of termination, (iii) will cause each “Stock Award” of Employee that is outstanding immediately before the date of termination and

not yet exercised or forfeited (as the case may be) to automatically accelerate and become fully vested, exercisable or nonforfeitable upon the date of the 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, and (iv) will cause any “Discretionary Contribution” which had been credited to Employee’s account under the Hawk Corporation Deferred Compensation Plan dated June 1, 2007 but which had not yet vested as of the date of the termination to automatically become fully vested and nonforfeitable on the date of termination, as though all requisite time had passed to fully vest such Discretionary Contribution. In addition, Employee shall be entitled to receive payment for any earned vacation which he had not used as of the date of termination (the “Vacation Severance Amount”). For purposes of this Agreement, the definition of “Annual Salary” shall be identical to the definition of “Annual Salary” set forth in Section 1.1(e) of the Control Agreement, the definition of “Cause” shall be identical to the definition of “Cause” set forth in Section 1.1(k) of the Control Agreement, the definition of “Stock Award” shall be identical to the definition of “Stock Award” set forth in Section 1.1(cc) of the Control Agreement, and the definition of “Discretionary Contribution” shall be identical to the definition of “Discretionary Contribution” set forth in Section 2.1(q) of the Hawk Corporation Deferred Compensation Plan dated June 1, 2007, and each of those definitions is incorporated herein to the same extent as if it had been fully rewritten in this Agreement. For purposes hereof, “Basic Medical Coverage” shall mean the same group medical insurance coverage as is provided to all salaried employees, and “Executive Medical Benefits” shall mean the additional medical benefits that are provided (if any) from time to time to high level executives only, in each case on the same basis as such benefits had been provided immediately prior to the termination and subject to the provisions of the applicable plans.

(c) The continuation of Annual Salary, Basic Medical Coverage and Executive Medical Benefits, the vesting of certain Stock Awards and Discretionary Contributions, and the payment of the Vacation Severance Amount as described in subparagraph (b) above (collectively, the “Severance Benefits”) are intended by the parties to be in settlement of any and all claims of Employee arising out of or related to Employee’s employment with Employer, including, without limitation, the termination of such employment, any express or implied employment agreement, this Agreement, or the breach thereof (collectively, “Employment Claims”). In consideration of Hawk providing the Severance Benefits, upon his acceptance of any of the Severance Benefits, and without further action by Employee, Employee will be deemed to have released and waived any and all Employment Claims against Employer, and will be deemed to have covenanted not to sue Employer in connection with any Employment Claim, and Employee hereby so releases, waives and covenants. Employee shall execute a General Waiver and Release of Claims substantially in the form of Exhibit A hereto (the “Release”), and Employer’s obligation to provide the Severance Benefits shall be conditioned upon the execution and delivery by Employee of the Release.

(d) In further consideration for such release and waiver and covenant not to sue, it is agreed that Employee shall not be required to mitigate damages, by seeking other employment or otherwise, and Employer shall not be entitled to set off against amounts payable to Employee pursuant to this subparagraph any amounts earned by Employee from other employment during the balance of the Employment Period.

(e) Employer’s obligation to provide the Severance Benefits shall also be subject to, and conditioned upon, Employee’s waiver of any other cash severance payment or other benefits provided Employer or its affiliates pursuant to any other severance agreement with Employee substantially in the form of Exhibit B hereto (the “Severance Waiver”). No amount shall be payable under this Agreement to, or on behalf of, Employee unless and until the Employee has executed and delivered the Severance Waiver.

(i) the amount payable under Paragraph 6(b)(i) in accordance with the normal payroll procedures of Employer in effect as of the Effective Date;

(ii) the Vacation Severance Amount in a lump sum payment by no later than March 15 of the calendar year following the year of the termination of Employee’s employment with Employer under Paragraph 6(b) above; and

(iii) to the extent that any continued payments or reimbursements of Basic Medical Coverage and Executive Medical Benefits under Paragraph 6(b)(ii) above are deemed to constitute taxable compensation to Employee, any such payment due to Employee shall be paid to Employee on or before the last day of Employee’s taxable year following the taxable year in which the related expense was incurred. The amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and Employee’s right to such payments or reimbursement shall not be subject to liquidation or exchange for any other benefit.

(a) If Employee should die during the Employment Period, Employer (i) shall pay Annual Salary to Employee’s wife (or if at the time of Employee’s decease Employee has no wife, then to his beneficiaries) for a period of one year, at the rate of Annual Salary earned by Employee immediately prior to his death, (ii) shall continue to provide the Basic Medical Coverage and Executive Medical Benefits (as defined in paragraph 6(b) above) to Employee’s family for a period of one year, and (iii) shall cause the Stock Awards to vest, in the same manner as is provided in paragraph 6(b)(iii) above. Employer shall have no further duties or obligations to Employee pursuant to this Agreement.

(b) To ensure compliance with Section 409A, Employer shall pay (i) all amounts payable under Paragraph 7(a)(i) in accordance with the normal payroll procedures of Employer in effect as of the Effective Date beginning with the first pay period (determined in accordance with Employer’s normal payroll procedures) following the date of Employee’s death and (ii) to the extent that any continued payments or reimbursements of Basic Medical Coverage and Executive Medical Benefits under Paragraph 7(a)(ii) above are deemed to constitute taxable compensation, any such payment due to Employee’s family shall be paid on or before the last day of the calendar year following the taxable year in which the related expense was incurred. The amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and the right of Employee’s family to such payments or reimbursement shall not be subject to liquidation or exchange for any other benefit.

(a) In the event that Employee shall become mentally or physically disabled (as hereinafter defined) during the Employment Period, Employer shall pay Annual Salary to Employee, at the rate of Annual Salary earned by Employee immediately prior to his disability, for a period of one year after the onset of such disability. If, at the end of such period, Employee shall continue to be so disabled Employer may elect to terminate this Agreement, and Employer shall have no further duties or obligations pursuant to this Agreement except for the following: Employer (i) shall pay Annual Salary to Employee for a period of one year, at the rate of Annual Salary earned by Employee immediately prior to his disability, (ii) shall continue to provide the Basic Medical Coverage and Executive Medical Benefits (as defined in paragraph 6(b) above) to Employee and his family for a period of one year, and (iii) shall cause the Stock Awards to vest, in the same manner as is provided in paragraph 6(b)(iii) above. To ensure compliance with Section 409A, Employer shall pay all amounts payable under this Paragraph 8(a) in accordance with the normal payroll procedures of Employer in effect as of the Effective Date beginning with the first pay period (determined in accordance with Employer’s normal payroll procedures) following the date on which the disability is deemed to have occurred (as determined under Paragraph 8(c) below).

(b) For purposes of this paragraph 8, Employee shall become “mentally or physically disabled” if he is unable to perform the essential functions of his position, with or without reasonable accommodation. In the event that Employee believes that he would be able to perform the essential functions of his position with a reasonable accommodation, the parties shall engage in an interactive process concerning such possible accommodation, in accordance with applicable law. If Employee submits information from one or more physicians in support of that position, Employee hereby agrees to submit to examinations from one or more physicians selected by Employer, so long as the physicians selected by Employer are paid by Employer.

(c) The date on which the disability will be deemed to have occurred shall be the day after Employee last performed the services for Employer which are required of him pursuant to this Agreement, which performance of services was discontinued because of the mental or physical disability described herein.

9. Restrictive Covenants. The provisions of the restrictive covenants contained in Exhibit B to the Control Agreement (hereinafter, the “Restrictive Covenants”) are incorporated herein to the same extent as if they had been fully rewritten in this Agreement; except that, for purposes of this Agreement only, certain of the Restrictive Covenants shall be modified to provide as follows:

(a) The definition of the “Restricted Period” which is set forth in the first sentence of Section 3 of the Restrictive Covenants is hereby modified by changing the phrase “one (1) year following the termination of such employment” to read “two (2) years following the termination of such employment”.

(b) The initial phrase of Section 6 of the Restrictive Covenants is hereby modified by changing the phrase “During and for a period of two (2) years after the expiration of the Restricted Period” to read “During the Restricted Period”.

The Restrictive Covenants, as modified in this paragraph, shall survive the termination of this Agreement, however caused.

10. Disclosure. Employer may notify anyone employing Employee or evidencing an intention to employ Employee as to the existence and provisions of this Agreement.

11. Incorporation by Reference from Control Agreement. Whenever the text of this Agreement contains language to indicate, in essence, that a portion of the Control Agreement is incorporated herein to the same extent as if it had been fully rewritten in this Agreement (or words of similar meaning), and the text so incorporated herein includes the term “Executive” or the “Corporation”, such terms shall have the following meanings in this Agreement: (i) “Executive” shall mean the Employee, and (ii) the Corporation shall mean Hawk, Wellman, each of their subsidiary companies, each of the constituent entities of any of the foregoing, individually and collectively, and any successor of any of the foregoing (as described in Article V of the Control Agreement).

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

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

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

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

16. Effect of Captions. 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.

17. Remedies Cumulative; No Waiver. 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. No waiver or failure (intentional or unintentional) to act with respect to any breach or default hereunder shall be deemed to be a waiver with respect to any subsequent breach or default, whether of a similar or different nature.

18. Governing Law; Jurisdiction: Limitations on Filing Actions. This Agreement shall be governed by and construed in accordance with the substantive law of the State of Ohio. The parties intend to and hereby do confer jurisdiction upon the courts of any jurisdiction within the State of Ohio to determine any dispute arising out of or related to this Agreement, including the enforcement and the breach hereof. The parties agree that any claim arising out of or related to this Agreement, or the breach hereof, must be filed within six (6) months after the date of the alleged breach, and in any event within six months after the date of termination of Employee’s employment, that any claim which is not filed within such six month period is waived, and that any statute of limitations to the contrary is hereby waived.

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

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

(b) If Employee is a “specified employee” (within the meaning of Treasury Regulation Section 1.409A-1(i)), as determined by Employer in accordance with Section 409A, as of the date of Employee’s “separation from service” (within the meaning of Treasury Regulation Section 1.409A-1(h)), to the extent that any payments or benefits under this Agreement are subject to Section 409A and the delayed payment or distribution of all or any portion of such amounts to which Employee is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, then such portion deferred under this Paragraph 20(b) shall be paid or distributed (without interest) to Employee in a lump sum on the earlier of (i) the date that is six (6) months following termination of Employee’s employment, (ii) a date that is no later than thirty (30) days after the date of Employee’s death or (iii) the earliest date as is permitted under Section 409A. For purposes of clarity, the six (6) month delay shall not apply in the case of severance pay contemplated by Treasury Regulation Section 1.409A-1(b)(9)(iii) to the extent of the limits set forth therein. Any remaining payments due under this Agreement shall be paid as otherwise provided herein.

(c) Notwithstanding anything to the contrary in this Agreement, Employer shall be under no obligation to provide the Severance Benefits described in Paragraph 6(b) of this Agreement unless Employee shall have executed the Release and the Severance Waiver (and the applicable revocation period shall have expired) within fifty-five (55) days following the date of Employee’s termination of employment. The payment of the amounts payable under Paragraph 6(b)(i) shall begin no later than sixty (60) days following the date of termination of employment or death, as applicable.

(d) For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Employee’s right to receive the installment payments described in Paragraphs 6(b)(i) and 8(a) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment shall at all times be considered a separate and distinct payment.

(e) Notwithstanding anything herein to the contrary, to the extent any of the amounts payable under Paragraphs 6(b) and 8(a) are treated as non-qualified deferred compensation subject to Section 409A, then no portion of such amounts shall be payable to Employee unless Employee’s termination of employment constitutes a “separation from service,” as defined in Treasury Regulation Section 409A-1(h) (and any successor provision thereto).

(f) To the maximum extent permitted by applicable law, the amounts payable to Employee under this Agreement shall be made in reliance upon Treasury Regulation Section 1.409A-1(b)(9) (with respect to separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (with respect to short-term deferrals).

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

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


By:/s/ Ronald E. Weinberg

Its:		Chairman of the Board

THIS GENERAL WAIVER AND RELEASE OF CLAIMS (“Release”) is made by and between HAWK CORPORATION, a Delaware corporation which maintains a place of business at 200 Public Square, Suite 1500, Cleveland Ohio 44114 (“Hawk” and, together with its direct and indirect subsidiaries and affiliates, the “Employer”), and B. CHRISTOPHER DISANTIS, an individual who resides at 8059 Long Forest Drive, Brecksville, Ohio 44141 (“Employee”).

A. Employee has been employed by Hawk and the direct and indirect subsidiaries and affiliates of Hawk (collectively, the “Employer”). In connection therewith, Employee and Employer have previously entered into an Amended and Restated Employment Agreement (the “Employment Agreement”).

B. This Release is being entered into pursuant to Paragraph 6(c) of the Employment Agreement and in connection with the termination of Employee’s employment by Employer, and in consideration for the payment by Employer of certain severance benefits as more fully described in the Employment Agreement.

ACCORDINGLY, in consideration of the foregoing premises and the agreements hereinafter set forth, the parties agree as follows:

1. Confirmation of Termination. Employee hereby confirms the termination of his employment with Employer effective as of , (the “Termination Date”).

(a) For good and valuable consideration, including but not limited to the agreement to provide certain benefits pursuant to the Employment Agreement, the receipt and sufficiency of which is hereby acknowledged, Employee does hereby fully, finally and forever release and discharge Employer, 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 of Employee by Employer, or the termination of such employment, and including any and all acts that have been or could have been alleged to have violated Employee’s rights under federal, state or local law, and including but not limited to the following: (i) any claims based on the legal theories of wrongful or unjust termination, breach of contract (express or implied, including the Employment Agreement), promissory estoppel, negligent or intentional (tortious) conduct, negligent or intentional infliction of emotional distress, defamation, breach of any implied covenant of good faith and fair dealing, and any and all forms of employment discrimination, and including claims for attorneys’ fees, expenses and costs related to any of the foregoing; (ii) any claims arising out of or related to the Civil Rights Acts of 1866, 1871, 1964 and 1991; the Age Discrimination in Employment Act of 1967 (“ADEA”); the Older Workers Benefit Protection Act of 1990 (“OWBPA”); the Americans with Disabilities Act of 1990; Chapter 4112 of the Ohio Revised Code; all federal and state Family and Medical Leave Acts; the Employee Retirement Income Security Act (“ERISA”), the Civil Rights Attorney’s Fees Awards Act of 1976, in each case as amended from time to time; or under any other federal, state or local statute prohibiting discrimination in employment, or to request that a lawsuit be instituted pursuant to 29 U.S.C. §206(d); or (iii) claims arising out of any provision of any other law concerning Employee’s employment or the 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 Employee for: (A) any payment or benefit that may be due or payable under any Plan (as defined in the Employment Agreement) prior to the receipt thereof; (B) a breach by Employer of this Release or the provisions of any written employment agreement between Employer and Employee that expressly survive the Termination Date, which breach occurs after the Termination Date; or (C) any failure by Employer to provide Employee with any indemnification, advancement of expenses (including but not limited to attorneys fees) or insurance proceeds to which Employee is entitled under Employer’s charter documents or directors and officers insurance policy.

(b) Employee agrees not to institute a lawsuit with respect to any matters released or any rights waived in this Agreement. It is understood and agreed that nothing contained in this Agreement is intended to affect Employee’s right to file an administrative charge with the Equal Employment Opportunity Commission (“EEOC”), subject to the restriction that if any such charge is filed Employee agrees not to seek or in any way obtain or accept any monetary award, recovery, settlement or relief therefrom. Nothing in this Agreement shall prevent Employee from filing a legal action to challenge the validity of this Agreement (including a challenge as to whether Employee’s agreement to the terms of this Agreement was knowing and voluntary for purposes of the ADEA), or to pursue any claims that by law Employee cannot waive. Employee further agrees that should any class or collective action lawsuit in which he may be a participant be brought against Employer, he will opt-out of (or refrain from opting in to) the class or collective action.

(i) EMPLOYEE HAS THE RIGHT TO CONSULT WITH AN ATTORNEY BEFORE SIGNING THIS DOCUMENT CONTAINING A RELEASE;

(ii) EMPLOYEE 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

(iii) EMPLOYEE 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.

(b) IF EMPLOYEE CHOOSES TO REVOKE THIS RELEASE, HIS REVOCATION MUST BE IN A SIGNED WRITING AND MUST BE RECEIVED BY THE CHAIRMAN OF HAWK PRIOR TO THE EXPIRATION OF THE REVOCATION PERIOD.

(c) EMPLOYEE ACKNOWLEDGES THAT CERTAIN OF THE SEVERANCE PAYMENTS AND BENEFITS DESCRIBED IN THE EMPLOYMENT AGREEMENT ARE CONTINGENT UPON HIS SIGNING THIS RELEASE AND ARE PAYABLE ONLY IF THE REVOCATION PERIOD HAS EXPIRED WITHOUT REVOCATION OF THIS RELEASE.

4. Release of Claims by Employer. For good and valuable consideration , and except for obligations of Employee created by this Release, the Employment Agreement (including but not limited to the Restrictive Covenants) and the provisions of any written employment agreement between Employee and Employer that expressly survive the Termination Date, Employer does hereby fully, finally and forever release and discharge Employee 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 Employee’s position as an officer, director, manager or employee of Employer and the termination of that relationship.

5. No Admission of Liability or Wrongdoing. Neither party admits any liability or wrongdoing by entering this Agreement, and any such liability or wrongdoing is hereby expressly denied.

6. Cooperation. Employee agrees to fully cooperate, in good faith and to the best of his ability, with reasonable requests of Employer 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 Employer agrees to reimburse Employee 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 Employer’s practice, customary per-diem amounts incurred in providing testimony. This Section 6 shall not apply if the claim, action, litigation or arbitration relates to a dispute or controversy between Employer and Employee.

7. 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.

8. 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.

9. 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.

10. 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 and their affiliates) any right, remedy or claim under or in respect of this Release or any provisions hereof.

11. Notices. All notices, demands and other communications required or permitted to be given hereunder shall be subject to Paragraph 15 of the Employment Agreement.

12. 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.

13. Entire Agreement. This Release, along with Section 6(c) of the Employment Agreement, embodies the entire agreement and understanding between Hawk and Employee with respect to the subject matter hereof, and supersedes all prior agreements and understandings, oral or written, relating to the subject matter hereof.

14. 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.

IN WITNESS WHEREOF, Employee has executed this Release, and Hawk has caused this Release to be duly executed on its behalf, this day of , 20 , to be effective as of the Termination Date.

THIS WAIVER OF SEVERANCE BENEFITS (“Waiver”) is made by and between HAWK CORPORATION, a Delaware corporation which maintains a place of business at 200 Public Square, Suite 1500, Cleveland Ohio 44114 (“Hawk” and, together with its direct and indirect subsidiaries and affiliates, the “Employer”), and B. CHRISTOPHER DISANTIS, an individual who resides at 8059 Long Forest Drive, Brecksville, Ohio 44141 (“Employee”).

B. Paragraph 6 of the Employment Agreement provides, among other things, that Employee is entitled to certain “Severance Benefits” (as defined therein) under certain circumstances and conditions.

C. Paragraph 6 of the Employment Agreement also provides that the payment of Severance Benefits is subject to and conditioned upon the execution and delivery by Employee of a waiver of cash severance and other benefits other than the Severance Benefits.

ACCORDINGLY, in consideration of the foregoing premises and the agreements hereinafter set forth, the parties agree as follows:

1. Confirmation of Termination. Employee hereby confirms the termination of his employment with Employer effective as of , (the “Termination Date”).

2. Acknowledgement of Right to the Severance Benefits. Hawk and Employee hereby acknowledge that Employee is entitled to the Severance Benefits.

3. Waiver of Severance Other than the Severance Benefits. Except for the Severance Benefits, Employee hereby releases and waives any and all claims he might have, pursuant to any agreement, written or oral, express or implied, to any compensation or benefits of any nature and description from Hawk, its direct and indirect subsidiaries (including Wellman Products Group) and the affiliates of any of the foregoing (all of the foregoing being referred to collectively hereinafter as “the Companies”), arising out of or related to the termination of the employment relationship between Employee and any of the Companies.

4. Binding on Heirs, Etc. This Waiver is made by Employee on behalf of himself, his heirs, executors, representatives, successors and assigns, and is intended to be binding upon Employee and his heirs, executors, legal representatives, successors and assigns.

IN WITNESS WHEREOF, Employee has executed this Waiver, and Hawk has caused this Waiver to be duly executed on its behalf, this day of , 20 , to be effective as of the Termination Date.

THIS AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT (“Agreement”) is made as of the 21^st day of August, 2009, by and between B. CHRISTOPHER DISANTIS, an individual residing at 8059 Long Forest Drive, Brecksville, Ohio 44141 (the “Executive”), and HAWK CORPORATION, a Delaware corporation whose principal address is 200 Public Square, Suite 1500, Cleveland, Ohio 44114 (“Hawk”).

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 entered into a Change in Control Agreement dated as August 14, 2006 (the “Original CIC Agreement”), to assure severance benefits to the Executive in the event of a termination of his employment upon or after a Change in Control.

F. The Original CIC Agreement was amended by a First Amendment to Change in Control Agreement dated December 30, 2008 (the “First Amendment”; the Original CIC as amended by the First Amendment is referred to hereinafter as the “Control Agreement”).

G. The parties now desire to amend and restate the Control Agreement, so that all of the terms and conditions are located in one document, and to make certain changes as hereinafter set forth.

ACCORDINGLY, in consideration of the premises and the agreements hereinafter set forth, the parties agree as follows:

1.1 As used herein, the following words and phrases shall have the following respective meanings unless the context clearly indicates otherwise:

(b) “Acquiring Person” means any Person or “group (within the meaning of Sections 13d and 14d of the Exchange Act) 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.

(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.

(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

(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 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:

(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 Chairman 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.

(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, collectively, Section 409A of the Code and the Treasury Regulations and other interpretive guidance issued thereunder, each as in effect from time to time.

(bb) “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.

(cc) “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.

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

(ee) “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.

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

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

2.1 The initial term of this Agreement shall begin on the Commencement Date and extend for a period of five (5) years. Thereafter, the term of this Agreement may be extended for additional one (1) year periods, in each case upon the written agreement of the parties. 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) (i) 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); and (ii) 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.

(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.

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

(e) 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.

(f) 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.

(g) Notwithstanding the foregoing, to ensure compliance with Section 409A, the Corporation shall pay:

(i)

all amounts payable under Section 3.1(a)(i) and (ii) no later than March 15 of the calendar year following the calendar year in which the Qualifying Transaction occurred;

(ii)

any reimbursements payable under Section 3.1(a)(iii) no later than December 31 of the calendar year following the calendar year in which those expenses were incurred;

(iii)

provided that the Executive has executed and delivered the Release and the Severance Waiver, any amount payable under Section 3.1(b)(i) no later than March 15 of the calendar year following the calendar year in which the Qualifying Transaction occurred;

(iv)

provided that the Executive has executed and delivered the Release and the Severance Waiver, any amount payable under Section 3.1(b)(ii) no later than March 15 of the calendar year following the calendar year in which the Change in Control occurred;

(v)

provided that the Executive has executed and delivered the Release and the Severance Waiver, to the extent that any continued payments or reimbursements of Welfare Benefits under Section 3.1(c) above are deemed to constitute taxable compensation to the Executive, any such payment due to the Executive shall be paid to the Executive on or before the last day of the Executive’s taxable year following the taxable year in which the related expense was incurred. The amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and the Executive’s right to such payments or reimbursements shall not be subject to liquidation or exchange for any other benefit; and

(vi)

provided that the Executive has executed and delivered the Release and the Severance Waiver, any amount payable under Section 3.1(d) no later than March 15 of the calendar year following the calendar year in which the Qualifying Transaction occurred.

(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. 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(f) 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(b) through 3.1(f) 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 in the form of Exhibit 3.2 hereto (the “Severance Waiver”). No amount shall be payable under this Agreement to, or on behalf of, the Executive unless and until the Executive has executed and delivered the Severance Waiver.

(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 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. To ensure compliance with Section 409A, provided that the Executive has executed and delivered the Severance Waiver, all payments under this Section 3.3(c) shall be paid no later than March 15 of the calendar year following the calendar year in which those legal fees and expenses were incurred by the Executive.

(d) 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.

(e) 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.

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. To ensure compliance with Section 409A, provided that the Executive has executed and delivered the Severance Waiver, all payments under this Section 3.6 shall be paid no later than March 15 of the calendar year following the calendar year in which those fees and expenses were incurred by the Executive.

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.

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.

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.

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

6.2 If the Executive is a “specified employee” (within the meaning of Treasury Regulation Section 1.409A-1(i)), as determined by the Corporation in accordance with Section 409A, as of the date of the Executive’s separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h)), to the extent that any payments or benefits under this Agreement are subject to Section 409A and the delayed payment or distribution of all or any portion of such amounts to which the Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, then such portion deferred under this Section 6.2 shall be paid or distributed (without interest) to the Executive in a lump sum on the earlier of (a) the date that is six (6) months following termination of the Executive’s employment, (b) a date that is no later than thirty (30) days after the date of the Executive’s death or (c) the earliest date as is permitted under Section 409A. For purposes of clarity, the six (6) month delay shall not apply in the case of severance pay contemplated by Treasury Regulation Section 1.409A-1(b)(9)(iii) to the extent of the limits set forth therein. Any remaining payments due under this Agreement shall be paid as otherwise provided herein.

6.3 To the maximum extent permitted by applicable law, the amounts payable to the Executive under this Agreement shall be made in reliance upon Treasury Regulation Section 1.409A-1(b)(9) (with respect to separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (with respect to short-term deferrals).

7.1 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.

7.2 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.

7.3 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.

7.4 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.

7.5 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.

7.6 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.

7.7 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.

7.8 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).

7.9 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.

7.10 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.

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.

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”).

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.

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 CHAIRMAN 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.

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.

IN WITNESS WHEREOF, the Executive has executed this Release, and Hawk has caused this Release to be duly executed on its behalf, this day of , 20 , to be effective as of the Termination Date.

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 fuel cell and carbon composite materials 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.

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.

(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):

THIS WAIVER OF SEVERANCE BENEFITS (“Waiver”) is made by and between HAWK CORPORATION, a Delaware corporation which maintains a place of business at 200 Public Square, Suite 1500, Cleveland Ohio 44114 (“Hawk” and, together with its direct and indirect subsidiaries and affiliates, the “Corporation”), and B. CHRISTOPHER DISANTIS, an individual who resides at 8059 Long Forest Drive, Brecksville, Ohio 44141 (“Executive”).

A. Executive has been employed by the Corporation. In connection therewith, Executive and the Corporation have previously entered into an Amended and Restated Change in Control Agreement (the “CIC Agreement”).

B. Sections 3.1(b) through 3.1(e) and, if applicable, Section 3.3, of the CIC Agreement provide that Executive is entitled to certain severance benefits and payments under certain circumstances and conditions.

C. Section 3.2(b) of the CIC Agreement provides that the payment of the severance payments and benefits referred to above is subject to and conditioned upon the execution and delivery by Executive of a waiver of cash severance and other benefits (other than the severance payments and benefits provided pursuant to 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. Executive hereby confirms the termination of his employment with the Corporation effective as of , (the “Termination Date”).

2. Acknowledgement of Right to the Severance Benefits. Hawk and Executive hereby acknowledge that Executive is entitled to certain severance benefits and payments pursuant to Article III of the CIC Agreement (hereinafter, the “CIC Severance Benefits”).

3. Waiver of Severance Other than the Severance Benefits. Except for the CIC Severance Benefits, Executive hereby releases and waives any and all claims he might have, pursuant to any agreement, written or oral, express or implied, to any compensation or benefits of any nature and description from Hawk, its direct and indirect subsidiaries (including Wellman Products Group) and the affiliates of any of the foregoing (all of the foregoing being referred to collectively hereinafter as “the Companies”), arising out of or related to the termination of the employment relationship between Executive and any of the Companies.

4. Binding on Heirs, Etc. This Waiver is made by Executive on behalf of himself, his heirs, executors, representatives, successors and assigns, and is intended to be binding upon Executive and his heirs, executors, legal representatives, successors and assigns.

IN WITNESS WHEREOF, Employee has executed this Waiver, and Hawk has caused this Waiver to be duly executed on its behalf, this day of , 20 , to be effective as of the Termination Date.

THIS SPLIT-DOLLAR AGREEMENT (“Agreement”) made and entered into as of this 21^st day of August, 2009, by and between HAWK CORPORATION, a Delaware corporation with principal offices and place of business in the State of Ohio (the “Corporation”), and B. CHRISTOPHER DISANTIS, an individual residing in the State of Ohio (the “Employee”).

WHEREAS, the Employee wishes to provide life insurance protection for his family in the event of his death under a policy of life insurance insuring his life (the “Policy”), that is described in Exhibit A attached hereto and by this reference made a part hereof, and that is being issued by Pacific Life Insurance Company (the “Insurer”);

WHEREAS, the Corporation is willing to pay the premiums due on the Policy as an additional employment benefit for the Employee on the terms and conditions hereinafter set forth;

WHEREAS, the Corporation is the owner of the Policy and, as such, possesses all incidents of ownership in and to the Policy; and

WHEREAS, the Corporation wishes to retain such ownership rights in order to secure the repayment of the amounts that it will pay toward the premiums on the Policy.

NOW, THEREFORE, in consideration of the premises and of the mutual promises contained herein, the parties hereto agree as follows:

1. Purchase of Policy. The Corporation shall, contemporaneously herewith, purchase the Policy from the Insurer in the total face amount of $2,000,000. The parties hereto agree that they will take all necessary action to cause the Insurer to issue the Policy, and shall take any further action which may be necessary to cause the Policy to conform to the provisions of this Agreement. The parties hereto agree that the Policy shall be subject to the terms and conditions of this Agreement and of the endorsement to the Policy filed with the Insurer, which endorsement shall be consistent with the terms and conditions of this Agreement. In the event of any inconsistency between the terms and conditions set forth in this Agreement and the endorsement, the terms and conditions set forth in this Agreement shall govern.

2. Ownership of Policy. The Corporation shall be the sole and absolute owner of the Policy, and may exercise all ownership rights granted to the owner thereof by the terms of the Policy, except as may otherwise be provided herein.

3. Election of Settlement Option and Beneficiary. The Employee may select the settlement option for payment of the death benefit provided under the Policy and the beneficiary or beneficiaries to receive the portion of policy proceeds to which the Employee is entitled hereunder, and to change either or both of those selections from time to time, by specifying the same in a written notice to the Corporation. Upon receipt of such notice, the Corporation shall execute and deliver to the Insurer the forms necessary to elect the requested settlement option and/or to designate the requested person, persons or entity as the beneficiary or beneficiaries to receive the death proceeds of the Policy in excess of the amount to which the Corporation is entitled hereunder. The parties hereto agree to take all action necessary to cause the beneficiary designation and settlement election provisions of the Policy to conform to the provisions hereof. The Corporation shall not terminate, alter or amend such designation or election without the express written consent of the Employee.

4. Payment of Premiums. On or before the due date of each Policy premium, or within the grace period provided therein, the Corporation shall pay the full amount of the premium to the Insurer, and shall, upon request, promptly furnish the Employee evidence of timely payment of such premium. The Corporation shall annually furnish the Employee a statement of the amount of income reportable by the Employee for federal and state income tax purposes, which amount shall be computed in accordance with applicable regulations of the Internal Revenue Service.

5. Designation of Policy Beneficiary/Endorsement. Contemporaneously with the execution of this Agreement, the Corporation has executed a beneficiary designation form and/or an endorsement to the Policy, under the form used by the Insurer for such designations, in order to secure the Corporation’s recovery of the amount of the premiums on the Policy paid by the Corporation hereunder. Such beneficiary designation or endorsement shall not be terminated, altered or amended by the Corporation, without the express written consent of the Employee. The parties hereto agree to take all action necessary to cause such beneficiary designation or endorsement to conform to the provisions of this Agreement.

6. Limitations on Corporation’s Rights in Policy. Except as otherwise provided herein, the Corporation shall not sell, assign, transfer, surrender or cancel the Policy, nor change the beneficiary designation provision thereof, without, in any case, the express written consent of the Employee.

7. Policy Loans. The Corporation may pledge or assign the Policy, subject to the terms and conditions of this Agreement, for the sole purpose of securing a loan from the Insurer or from a third party. The amount of such loan, including accumulated interest thereon, shall not exceed the greater of (i) the amount of the premiums on the Policy paid by the Corporation hereunder, or (ii) the cash surrender value of the Policy (as defined therein) as of the date to which premiums have been paid. Interest charges on such loan shall be paid by the Corporation. If the Corporation so encumbers the Policy, other than by a policy loan from the Insurer, then, upon the death of the Employee or upon the election of the Employee hereunder to purchase the Policy from the Corporation, the Corporation shall promptly take all action necessary to secure the release or discharge of such encumbrance.

a. Upon the death of the Employee, the Corporation shall cooperate with the beneficiary or beneficiaries designated by the Employee to take whatever action is necessary to collect the death benefit provided under the Policy. When such benefit has been collected and paid as provided herein, this Agreement shall terminate.

b. Upon the death of the Employee, the Corporation shall have the unqualified right to receive a portion of such death benefit equal to the greater of the total amount of the premiums paid by it hereunder or the then cash surrender value of the Policy, reduced by any indebtedness against the Policy existing at the death of the Employee (including any interest due on such indebtedness). The balance of the death benefit provided under the Policy, if any, shall be paid directly to the beneficiary or beneficiaries designated by the Corporation at the direction of the Employee, in the manner and in the amount or amounts provided in the beneficiary designation provision of the Policy. In no event shall the amount payable to the Corporation hereunder exceed the Policy proceeds payable at the death of the Employee. No amount shall be paid from such death benefit to the beneficiary or beneficiaries designated by the Corporation at the direction of the Employee until the full amount due the Corporation hereunder has been paid. The parties hereto agree that the beneficiary designation provision of the Policy shall conform to the provisions hereof.

c. Notwithstanding any provision hereof to the contrary, in the event that, for any reason whatsoever, no death benefit is payable under the Policy upon the death of the Employee and in lieu thereof the Insurer refunds all or any part of the premiums paid for the Policy, the Corporation and the Employee’s beneficiary or beneficiaries shall have the unqualified right to share such premiums based on their respective cumulative contributions thereto.

a. This Agreement shall terminate, during the Employee’s lifetime, without notice, upon the occurrence of any of the following events: (i) total cessation of the Corporation’s business; (ii) bankruptcy, receivership or dissolution of the Corporation; or (iii) termination of Employee’s employment by the Corporation (other than for reason of Employee’s death or Employee becoming mentally or physically disabled). The phrase “mentally or physically disabled” shall have the meaning ascribed to it in the Employment Agreement between the Corporation (or its affiliate) and the Employee dated August 14, 2006, as thereafter amended from time to time.

b. In addition, the Employee may terminate this Agreement by written notice to the Corporation. Such termination shall be effective as of the date of such notice.

10. Disposition of the Policy on Termination of the Agreement during the Employee’s Lifetime.

a. For sixty (60) days after the date of the termination of this Agreement during the Employee’s lifetime, the Employee shall have the assignable option to purchase the Policy from the Corporation. The purchase price for the Policy shall be the greater of the total amount of the premium payments made by the Corporation hereunder or the then cash surrender value of the Policy, less any indebtedness secured by the Policy which remains outstanding as of the date of such termination, including interest on such indebtedness. Upon receipt of such amount, the Corporation shall transfer all of its right, title and interest in and to the Policy to the Employee or his assignee, by the execution and delivery of an appropriate instrument of transfer.

b. If the Employee or his assignee fails to exercise such option within such sixty (60) day period, then the Corporation may enforce its right to be repaid for the premiums which it paid hereunder by surrendering or canceling the Policy for its cash surrender value, or it may change the beneficiary designation provisions of the Policy, naming itself or any other person or entity as revocable beneficiary thereof, or exercise any other ownership rights in and to the Policy, without regard to the provisions hereof. Thereafter, neither the Employee, his assignee nor their heirs, assigns or beneficiaries shall have any further interest in and to the Policy, either under the terms thereof or under this Agreement.

c. To ensure compliance with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the U.S. Department of Treasury regulations and other interpretive guidance issued thereunder, each as in effect from time to time (collectively, “Section 409A”), in no event shall the purchase by the Employee of the Policy provided for in Section 10(a) above occur later than the 15^th day of the third month following the calendar year in which this Agreement was terminated.

11. Insurer Not a Party. The Insurer shall be fully discharged from its obligations under the Policy by payment of the Policy death benefit to the beneficiary or beneficiaries named in the Policy, subject to the terms and conditions of the Policy. In no event shall the Insurer be considered a party to this Agreement, or any modification or amendment hereof. No provision of this Agreement, nor of any modification or amendment hereof, shall in any way be construed as enlarging, changing, varying or in any other way affecting the obligations of the Insurer as expressly provided in the Policy, except insofar as the provisions hereof are made a part of the Policy by the beneficiary designation executed by the Corporation and filed with the Insurer in connection herewith.

a. Notwithstanding any provision hereof to the contrary, the Employee shall have the right to absolutely and irrevocably assign by gift all of his right, title and interest in and to this Agreement and to the Policy to an assignee. This right shall be exercisable by the execution and delivery to the Corporation of a written assignment, in substantially the form attached hereto as Exhibit B, which by this reference is made a part hereof. Upon receipt of such written assignment executed by the Employee and duly accepted by the assignee thereof, the Corporation shall consent thereto in writing, and shall thereafter treat the Employee’s assignee as the sole owner of all of the Employee’s right, title and interest in and to this Agreement and in and to the Policy. Thereafter, the Employee shall have no right, title or interest in and to this Agreement or the Policy, all such rights being vested in and exercisable only by such assignee.

b. To ensure compliance with Section 409A, in the event that (i) the assignee terminates this Agreement in accordance with Section 9(b) above and (ii) elects to exercise the option to purchase the Policy from the Corporation in accordance with Section 10(a) above, the assignee’s purchase of the Policy in accordance with Section 10(a) must occur no later than the 15^th day of the third month following the calendar year in which this Agreement was terminated.

13. Named Fiduciary, Determination of Benefits, Claims Procedure and Administration.

a. The Corporation is hereby designated as the named fiduciary under this Agreement. The named fiduciary shall have authority to control and manage the operation and administration of this Agreement, and it shall be responsible for establishing and carrying out a funding policy and method consistent with the objectives of this Agreement.

b. (1) Claim. A person who believes that he or she is being denied a benefit to which he or she is entitled under this Agreement (hereinafter referred to as a “Claimant”) may file a written request for such benefit with the Corporation, setting forth his or her claim. The request must be addressed to the Chairman of the Board of the Corporation at its then principal place of business.

(2) Claim Decision. Upon receipt of a claim, the Corporation shall advise the Claimant that a reply will be forthcoming within ninety (90) days and shall, in fact, deliver such reply within such period. The Corporation may, however, extend the reply period for an additional ninety (90) days for reasonable cause.

If the claim is denied in whole or in part, the Corporation shall adopt a written opinion, using language calculated to be understood by the Claimant, setting forth: (i) the specific reason or reasons for such denial; (ii) the specific reference or pertinent provisions of this Agreement on which such denial is based; (iii) a description of any additional material or information necessary for the Claimant to perfect his or her claim and an explanation why such material or such information is necessary; (iv) appropriate information as to the steps to be taken if the Claimant wishes to submit the claim for review; and (v) the time limits for requesting a review under subsection (3) and for review under subsection (4) hereof.

(3) Request for Review. Within sixty (60) days after the receipt by the Claimant of the written opinion described above, the Claimant may request in writing that the Secretary of the Corporation review the determination of the Corporation. Such request must be addressed to the Secretary of the Corporation, at its then principal place of business. The Claimant or his or her duly authorized representative may, but need not, review the pertinent documents and submit issues and comments in writing for consideration by the Corporation. If the Claimant does not request a review of the Corporation’s determination by the Secretary of the Corporation within such sixty (60) day period, he or she shall be barred and estopped from challenging the Corporation’s determination.

(4) Review of Decision. Within sixty (60) days after the Secretary’s receipt of a request for review, he or she will review the Corporation’s determination. After considering all materials presented by the Claimant, the Secretary will render a written opinion, written in a manner calculated to be understood by the Claimant, setting forth the specific reasons for the decision and containing specific references to the pertinent provisions of this Agreement on which the decision is based. If special circumstances require that the sixty (60) day time period be extended, the Secretary will so notify the Claimant and will render the decision as soon as possible, but no later than one hundred twenty (120) days after receipt of the request for review.

14. Amendment. This Agreement may not be amended, altered or modified, except by a written instrument signed by the parties hereto or their respective successors or assigns, and may not be otherwise terminated except as provided herein.

15. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Corporation and its successors and assigns, and the Employee, his successors, assigns, heirs, executors, administrators and beneficiaries.

16. Notices. Any notice, consent or demand required or permitted to be given under the provisions of this Agreement shall be in writing, and shall be signed by the party giving or making the same. If such notice, consent or demand is mailed to a party hereto, it shall be sent by United States certified mail, postage prepaid, addressed to such party’s last known address as shown on the records of the Corporation. The date of such mailing shall be deemed the date of notice, consent or demand.

17. Governing Law. This Agreement, and the rights of the parties hereunder, shall be governed by and construed in accordance with the laws of the State of Ohio.

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

(b) If the Employee is a “specified employee” (as defined in Section 409A), as determined by the Corporation in accordance with Section 409A, on the date of termination of the Employee’s employment, to the extent that the payments or benefits under this Agreement are subject to Section 409A and the delayed payment or distribution of all or any portion of such amounts to which the Employee is entitled under this Agreement, exclusive of any amount that is permitted to be distributed under U.S. Treasury Regulations § 1.409A-1(b)(9)(iii) (regarding the two-times, two year exception), is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, then such portion deferred under this Section 18(b) shall be paid or distributed to the Employee in a lump sum on the earlier of (i) the date that is six (6) months following termination of the Employee’s employment, (ii) the date of the Employee’s death or (iii) the earliest date as is permitted under Section 409A. Any remaining payments due under this Agreement shall be paid as otherwise provided herein.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement, in triplicate, as of the day and year first above written.

The following life insurance policy is subject to the attached Split-Dollar Agreement:


Insurer:	Pacific Life Insurance Company
Insured:	B. Christopher DiSantis
Policy Number:	VF51871570
Face Amount:	$	2,000,000
Dividend Option:	None (universal life policy)
Date of Issue:	July 28, 2009

WHEREAS, the undersigned (the “Assignor”) is the Employee party to that certain Sp1it Dollar Agreement (the “Agreement”), dated as of , 2009 by and between the undersigned and HAWK CORPORATION (the “Corporation”), which Agreement confers upon the undersigned certain rights and benefits with regard to one or more policies of insurance insuring the Assignor’s life;

WHEREAS, pursuant to the provisions of said Agreement, the Assignor retained the right, exercisable by the execution and delivery to the Corporation of a written form of assignment, to absolutely and irrevocably assign all of the Assignor’s right, title and interest in and to said Agreement to an assignee; and

NOW, THEREFORE, the Assignor, without consideration, and intending to make a gift, hereby absolutely and irrevocably assigns, gives, grants and transfers to (the “Assignee”) all of the Assignor’s right, title and interest in and to the Agreement and said policies of insurance, intending that, from and after this date, the Agreement be solely between the Corporation and the Assignee and that hereafter the Assignor shall neither have nor retain any right, title or interest therein.

The undersigned Assignee hereby accepts the above assignment of all right, title and interest of the Assignor therein in and to the Agreement, by and between such Assignor and the Corporation, and the undersigned hereby agrees to be bound by all of the terms and conditions of said Agreement, as if the original employee party thereto.

The undersigned Corporation hereby consents to the foregoing assignment of all of the right, title and interest of the Assignor in and to the Agreement, by and between the Assignor and the Corporation, to the Assignee designated therein. The undersigned Corporation hereby agrees that, from and after the date hereof, the undersigned Corporation shall look solely to such Assignee for the performance of all obligations under said Agreement which were heretofore the responsibility of the Assignor, shall allow all rights and benefits provided therein to the Assignor to be exercised only by said Assignee, and shall hereafter treat said Assignee in all respects as if the original employee party thereto.


Delaware	001-13797	34-1608156
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)

200 Public Square, Suite 1500, Cleveland, Ohio		44114
_________________________________ (Address of principal executive offices)		___________ (Zip Code)


	Hawk Corporation

August 27, 2009	By:	Thomas A. Gilbride

		Name: Thomas A. Gilbride
		Title: Vice President - Finance and Treasurer


Exhibit No.		Description

10.1		Amended and Restated Employment Agreement
10.2		Amended and Restated Change in Control Agreement
10.3		Split-Dollar Agreement


Date of Report (Date of Earliest Event Reported):		August 21, 2009


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