0001299933-09-003530 Sample Contracts

AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • August 27th, 2009 • Hawk Corp • Aircraft parts & auxiliary equipment, nec • Ohio

THIS AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT (“Agreement”) is made as of the 21st 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”).

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AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • August 27th, 2009 • Hawk Corp • Aircraft parts & auxiliary equipment, nec • Ohio

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of this 21st 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”).

SPLIT-DOLLAR AGREEMENT
Split-Dollar Agreement • August 27th, 2009 • Hawk Corp • Aircraft parts & auxiliary equipment, nec • Ohio

THIS SPLIT-DOLLAR AGREEMENT (“Agreement”) made and entered into as of this 21st 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”).

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