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Exhibit 10.17
AMENDMENT NO. 1
TO THE
EMPLOYMENT AGREEMENT
THIS AMENDMENT NO. 1 TO THE EMPLOYMENT AGREEMENT (this "Amendment")
is made and effective as of the 24th day of October, 2000, by and between HAWK
CORPORATION, a Delaware corporation ("Employer"), and XXXXXX X. XXXXXXX
("Employee").
RECITALS
WHEREAS, the parties hereto are also parties to that certain employment
agreement dated June 30, 1995 ("Employment Agreement"); and
WHEREAS, the parties desire to amend the Employment Agreement in
accordance with the terms and subject to conditions set forth herein.
NOW, THEREFORE, Employer and Employee hereby amend the Employment
Agreement as follows:
1. Section 1, captioned "Employment," is deleted in its entirety and
the following is substituted in its place:
"1. EMPLOYMENT. Employer hereby employs Employee and
Employee agrees to be employed by Employer for a period
commencing on the date hereof and terminating on June 30,
2007. Such period, together with the period of any extension
or renewal upon the mutual agreement of Employer and Employee,
of such employment is herein referred to as the "Employment
Period.""
2. Section 2, captioned "Compensation and Benefits," is revised as
follows:
2.1 Subsection 2(a) is deleted in its entirety and the
following is substituted in its place:
"(a) Salary: Salary at the annual rate of $418,625,
payable not less frequently than semi-monthly (as
adjusted from time to time, "Base Wages")."
2.2. Subsection 2(c) is deleted in its entirety and the
following is substituted in its place:
" (c) Executive Bonus Plan: Employee shall receive a
bonus for fiscal year 2000, and for each year
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thereafter throughout the Employment Period, pursuant
to the Annual Incentive Compensation Plan presently
in effect, which said annual Compensation Plan cannot
be amended, modified or terminated without Employee's
written consent, and any other incentive compensation
plan authorized by the Board of Directors of
Employer, and to which Employer is eligible to
participate pursuant to the terms thereof, as
administered by Employer's Compensation Committee or
any other committee appointed by the Board of
Directors of Employer."
2.3. Subsection 2(e) is deleted in its entirety and the
following is substituted in its place:
"(e) Automobile Expenses: Employee shall be entitled
to receive a car allowance in the amount determined
by the Compensation Committee, but not less than the
amount presently paid, payable semi- monthly.
Employer shall provide property and liability
insurance on Employee's automobile and reimburse
Employee for the reasonable maintenance and repair
costs incurred with respect to Employee's
automobile."
3. Section 4, captioned "Duties," is deleted in its entirety and the
following is substituted in its place:
"4. DUTIES. Employee shall, during the Employment
Period, serve as the Co-Chairman of the Board and Co-Chief
Executive Officer of Employer or in any other capacity as the
Board of Directors of Employer may request from time to time.
During the Employment Period, Employee shall perform such
duties and responsibilities as are customarily assigned to the
Co-Chairman of the Board and Co-Chief Executive Officer,
including overseeing the strategic development and
profitability of the business, and Employee shall be
responsible for the co-management of all day-to-day management
and operational matters of Employer and its subsidiaries.
Employee shall not be required to devote substantially all of
his time and efforts to the business and affairs of Employer
for so long as Employee continues to substantially perform his
duties and functions hereunder to the best of his ability and
skill in such a manner as to promote the best interests of
Employer. Employee
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further agrees to serve as a director on the boards of
directors of Employer's parent, subsidiaries or affiliated
entities and in one or more executive offices of any of
Employer's parent, subsidiaries or affiliated entities."
4. Section 6, captioned "Death of Employee," is revised as follows:
4.1. Subsection 6(a) is deleted in its entirety and the
following is substituted in its place:
"(a) at the time of Employee's death, Employee has a
wife, then: (i) payments shall be made pursuant to
and in accordance with that certain Amended and
Restated Wage Continuation Agreement between Employer
and Employee dated January, 1998, as amended or
restated from time to time (the "Wage Continuation
Agreement"), which is herein incorporated by
reference; (ii) Employer shall pay to Employee's wife
the amount of bonus which Employee would have
received under Section 2(c) hereof for the year of
Employee's death which shall be prorated for the
portion of the year ending upon the date of death;
and (iii) Employer shall continue to provide and/or
pay for the existing health care coverage to
Employee's wife to the maximum extent allowable in
all respects under applicable law; provided, however,
that when Employee's surviving spouse attains the age
of sixty-five (65) years, Medicare shall be the
primary provider of medical coverage and the existing
health care coverage shall be the secondary payor;
and provided further, however, that the combined
benefits of Medicare and the Medicare supplemental
policy shall be substantially the same as then
available under the Employer's existing health care
coverage for active employees; or"
5. Section 22, captioned "Notices," is deleted in its entirety and the
following is substituted in its place:
"22. NOTICES. All notices, requests, demands or other
communications hereunder shall be sent by registered or
certified mail to:
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Employer: Board of Directors
Hawk Corporation
000 Xxxxxx Xxxxxx, Xxxxx 00-0000
Xxxxxxxxx, Xxxx 00000-0000
Copy to: Xxxxx X. Xxxxxx, Esq.
Xxxxxxx Xxxxxxx & Xxxxxx P.L.L.
Xxx Xxxxxxxxx Xxxxxx 00xx Xxxxx
0000 Xxxx 0xx Xxxxxx
Xxxxxxxxx, Xxxx 00000-0000
Employee: Xxxxxx X. Xxxxxxx
X.X. Xxx 000
Xxxxx, Xxxx 00000
6. All other provisions of the Employment Agreement shall continue in
full force and effect. The Employment Agreement, as amended hereby, contains the
entire agreement between the parties with respect to Employer's employment of
Employee and supersedes all prior agreements, written or oral, with respect
thereto. This Amendment shall be governed by and construed in accordance with
the laws of the State of Ohio.
IN WITNESS WHEREOF, the undersigned have executed and delivered this
Amendment as of the date first above written.
"EMPLOYER"
HAWK CORPORATION
By: ________________________________
Print Name: ________________________
Its: _______________________________
"EMPLOYEE"
___________________________________
XXXXXX X. XXXXXXX
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