TENDER AND VOTING AGREEMENTTender and Voting Agreement • October 19th, 2010 • Hawk Corp • Aircraft parts & auxiliary equipment, nec • Delaware
This TENDER AND VOTING AGREEMENT (this “Agreement”), is dated as of October 14, 2010 by and among Carlisle Companies Incorporated, a Delaware corporation (“Parent”), HC Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”) and Byron S. Krantz (the “Stockholder”) in his capacity as a stockholder of Hawk Corporation, a Delaware corporation (the “Company”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Merger Agreement (defined below).
FORM OF OPTION CANCELLATION LETTER]Hawk Corp • October 19th, 2010 • Aircraft parts & auxiliary equipment, nec
As you know, Hawk Corporation is negotiating an agreement and plan of merger with Carlisle Companies Incorporated (“Carlisle”) and HC Corporation (the “Merger Agreement”). The Merger Agreement will provide, among other things, that Carlisle will commence a tender offer to purchase all of the outstanding shares of Class A common stock of Hawk (the “Shares”) at a price of $50.00 in cash per share (the “Offer”). Following the consummation of the Offer, HC Corporation would merge with and into Hawk and Hawk will become a wholly-owned subsidiary of Carlisle and each share of Class A common stock of Hawk that was not tendered in the Offer would thereupon be cancelled and converted into the right to receive $50.00 in cash (the “Merger”). The Merger would affect the stock options you have been granted (the “Options”) under the Hawk Corporation 1997 Stock Option Plan or the Hawk Corporation Amended and Restated 2000 Long-Term Incentive Plan (the “Plans”). The treatment of your Options in connec
AMENDMENT TO AGREEMENTSHawk Corp • October 19th, 2010 • Aircraft parts & auxiliary equipment, nec • Ohio
THIS AMENDMENT TO AGREEMENTS (this “Amendment”) is made and entered into as of this 14th day of October, 2010, by and between HAWK CORPORATION, a Delaware corporation (“Hawk” or the “Company”), FRICTION PRODUCTS CO., an Ohio corporation (“Friction”), and RONALD E. WEINBERG (“Weinberg”).
FIRST AMENDMENT TO THE AMENDED AND RESTATED RIGHTS AGREEMENTRights Agreement • October 19th, 2010 • Hawk Corp • Aircraft parts & auxiliary equipment, nec • Delaware
THIS AMENDMENT to the Amended and Restated Rights Agreement, dated as of October 14, 2010 (the “Amendment”), is made and entered into between HAWK CORPORATION, a Delaware corporation (the “Company”), and COMPUTERSHARE TRUST COMPANY, N.A., as Rights Agent (the “Rights Agent”).
ACKNOWLEDGEMENT OF TERMINATION OF EMPLOYMENT UNDER AMENDED AND RESTATED SENIOR ADVISOR AGREEMENTSenior Advisor Agreement • October 19th, 2010 • Hawk Corp • Aircraft parts & auxiliary equipment, nec • Ohio
THIS ACKNOWLEDGMENT OF TERMINATION OF EMPLOYMENT UNDER AMENDED AND RESTATED SENIOR ADVISOR AGREEMENT (“Termination”) is effective as of the 14th day of October, 2010 (the “Effective Date”), by and between HAWK CORPORATION, a Delaware corporation (“Hawk” or the “Company”) and NORMAN C. HARBERT (“Harbert”). Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to them in the Senior Advisor Agreement.
AGREEMENT AND PLAN OF MERGER by and among CARLISLE COMPANIES INCORPORATED, HC CORPORATION and HAWK CORPORATION Dated as of October 14, 2010Agreement and Plan of Merger • October 19th, 2010 • Hawk Corp • Aircraft parts & auxiliary equipment, nec • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of October 14, 2010 (this “Agreement”), by and among Carlisle Companies Incorporated, a Delaware corporation (“Parent”), HC Corporation, a Delaware corporation (“Merger Sub”), and Hawk Corporation, a Delaware corporation (the “Company”).
October 14, 2010 VIA HAND DELIVERY Thomas A. Gilbride 13900 South Park Blvd., Unit 14 Shaker Heights, OH 44120 Dear Tom: As you know, you and Hawk Corporation (“Hawk”) are parties to a Change in Control Agreement dated as of August 14, 2006 (the...Letter Agreement • October 19th, 2010 • Hawk Corp • Aircraft parts & auxiliary equipment, nec • Ohio
Notwithstanding anything to the contrary in the Amended Original Agreement, the Corporation (as defined in the Amended Original Agreement) agrees that, during the period from the Effective Date (as defined below) through July 2, 2011 (the “Employment Period”), it shall not, and shall cause its subsidiary Friction Products Company not to, terminate your employment for any reason other than Cause (as defined in the Amended Original Agreement). For purposes of this Letter Agreement, the “Effective Date” shall have the meaning set forth in the Agreement and Plan of Merger by and among, Hawk, Carlisle Companies Incorporated, a Delaware corporation, and HC Corporation a Delaware corporation, dated as of the date hereof.
