AMENDMENT TO AGREEMENTS
EXHIBIT
10.1
AMENDMENT
TO AGREEMENTS
THIS
AMENDMENT TO AGREEMENTS (the
“Amendment”) is made and entered into as of this 10TH day of
November, 2006, by and between HAWK
CORPORATION, a
Delaware corporation which maintains a place of business at 000 Xxxxxx
Xxxxxx, Xxxxx 0000, Xxxxxxxxx, Xxxx 00000 (hereinafter referred to as
“Employer”), and XXXXXX X.
XXXXXXXXXX,
an
individual who resides at 0000 Xxxx Xxxx, Xxxxxxxxxxx, Xxxx 00000 (hereinafter
referred to as “Employee”).
R
E C I T A L S :
B. Employer
and Employee are parties to a certain employment agreement dated as of
August 14, 2006 (the “Agreement”). They now desire to change certain
provisions of the Agreement, as hereinafter set forth.
B. Employee
is a “Covered Employee” under one or more plans (collectively, the “Plans”)
pursuant to which Employer has awarded to Employee options to purchase shares
of
the common stock, $.01 par value, of Employer (“Shares”).
C. Employee
is an “Optionee” pursuant to the terms of one or more Incentive Stock Option
Agreements and/or award agreements between Employer and Employer which further
define Employee’s rights and obligations in connection with awards of Shares
(collectively, the “Option Agreements”).
D. The
parties now desire to amend the Agreement and the Option Agreements as
hereinafter set forth.
ACCORDINGLY,
in
consideration of the promises hereinafter set forth in this Agreement and in
the
Control Agreement, the parties agree as follows:
1. Changes
to Section 5 of the Agreement.
Employer
and Employee hereby agree that Section 5 of the Agreement is hereby amended
as
follows:
1. Section 5(b)
is deleted from the Agreement in its entirety and is replaced by the following
new Section 5(b):
(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
will continue to pay to Employee the “Annual Salary” for a period of twenty
four (24) months following the date of termination, 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, and will cause the Incentive Stock
Options which have been granted to Employee and are not exercisable, to become
immediately exercisable, effective on or before the date of termination. In
addition, Employee shall be entitled to receive payment for any earned vacation
which he had not used as of the date of termination. 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, and the definition of “Cause” shall be identical to the definition of
“Cause” set forth in Section 1.1(k) of the Control Agreement, 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.
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2. The
first
part of the first sentence of Section 5(c), providing as follows:
“The
continuation of Annual Salary, Basic Medical Coverage and Executive Medical
Benefits described in subparagraph (b) above (collectively, the “Severance
Benefits”)…”
is
hereby
amended so as to provide as follows:
“The
continuation of Annual Salary, Basic Medical Coverage and Executive Medical
Benefits, and the vesting of certain stock options, as described in
subparagraph (b) above (collectively, the “Severance
Benefits”)…”
2. Amendment
of Option Agreements.
Employer
and Employee hereby agree that each Option Agreement is hereby amended to
provide that, notwithstanding any provision thereof to the contrary, in the
event of the termination of Employee’s employment by Employer for a reason other
than for “Cause,” any stock options granted under one or more of the Plans shall
become immediately vested, effective on the date of termination.
3. Plan
Committee Action.
Employer
and Employer hereby agree to take such steps as may be necessary or appropriate
to cause the “Committee” (as defined in each of the Plans) to take such action
as may be required to effectuate the agreements set forth herein with respect
to
the vesting of stock options.
[THIS
SPACE INTENTIONALLY LEFT BLANK]
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4. Full
Force and Effect.
Except
to
the extent specifically modified in this Amendment, each and every provision
of
the Agreement and of the Option Agreements remains in full force and
effect.
IN
WITNESS WHEREOF,
the
undersigned have hereunto set their hands on the date first hereinabove
mentioned.
HAWK
CORPORATION
(“Employer”)
By:
/s/
XXXXXX X. XXXXXXXX
Its:
Chairman and Chief Executive Officer
By:
/s/
XXXXXX X. XXXXXXXXXX
Xxxxxx
X. Xxxxxxxxxx ("Employee")
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