OF AGREEMENT CONCERNING
OF EMPLOYMENT RELATIONSHIP
MEMORANDUM OF AGREEMENT CONCERNING TERMINATION OF EMPLOYMENT RELATIONSHIP
") is made and entered into as of this 14th
August, 2006, by and between FRICTION
PRODUCTS CO., an
corporation (“Friction”), and STEVEN J.
individual (hereinafter referred to as “Campbell”).
E C I T A L S :
the date of this Memo, Campbell was employed by Friction as its President,
pursuant to the terms of an Agreement of Employment, Confidentiality and
Non-Competition dated January 27, 2000, as amended by a First Amendment to
Agreement of Employment, Confidentiality and Non-Competition dated October
2004 (collectively, the “Friction Employment Agreement”). Friction is a
subsidiary of Hawk Corporation (‘Hawk”). Pursuant to the Friction Employment
Agreement, Campbell also served as President of Tex Racing Enterprises, Inc.
result of changes in the organization of Hawk’s businesses, Campbell now desires
to become President of Hawk
Precision Components Group, Inc. (“HPCG”),
and to enter into an employment agreement with HPCG (the “HPCG Employment
Agreement”). HPCG is also a subsidiary of Hawk.
is willing to allow Campbell to leave Friction and become President of
parties agree as follows:
of Employment Relationship.
parties understand and agree that the employment relationship between Campbell
and Friction, and between Campbell and Tex, shall be deemed to be terminated
of the date of this Agreement.
of Provisions of Employment Agreement.
Notwithstanding the provisions of paragraph 1, above, it is agreed that (i)
terms of paragraphs 4 through 15 of the Friction Employment Agreement shall
remain in full force and effect in accordance with their respective terms;
(ii) the performance of Campbell’s duties for HPCG pursuant to the HPCG
Employment Agreement shall not constitute a violation of Campbell’s duties to
Friction pursuant to paragraph 4 of the Friction Employment
undersigned have hereunto set their hands on the date first hereinabove
and Chief Executive Officer
J. CAMPBELL ("Employee")