MEMORANDUM OF AGREEMENT CONCERNING TERMINATION OF EMPLOYMENT RELATIONSHIP
EXHIBIT
10.4
MEMORANDUM
OF AGREEMENT CONCERNING
TERMINATION
OF EMPLOYMENT RELATIONSHIP
THIS
MEMORANDUM OF AGREEMENT CONCERNING TERMINATION OF EMPLOYMENT RELATIONSHIP
(“Memo”)
") is made and entered into as of this 14th
day of
August, 2006, by and between FRICTION
PRODUCTS CO., an
Ohio
corporation (“Friction”), and XXXXXX X.
XXXXXXXX,
an
individual (hereinafter referred to as “Xxxxxxxx”).
R
E C I T A L S :
A. Prior
to
the date of this Memo, Xxxxxxxx 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
5,
2004 (collectively, the “Friction Employment Agreement”). Friction is a
subsidiary of Hawk Corporation (‘Hawk”). Pursuant to the Friction Employment
Agreement, Xxxxxxxx also served as President of Tex Racing Enterprises, Inc.
(“Tex”).
B. As
a
result of changes in the organization of Hawk’s businesses, Xxxxxxxx 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.
C. Friction
is willing to allow Xxxxxxxx to leave Friction and become President of
HBCG.
ACCORDINGLY,
the
parties agree as follows:
1. Termination
of Employment Relationship.
The
parties understand and agree that the employment relationship between Xxxxxxxx
and Friction, and between Xxxxxxxx and Tex, shall be deemed to be terminated
as
of the date of this Agreement.
2. Continuation
of Provisions of Employment Agreement.
Notwithstanding the provisions of paragraph 1, above, it is agreed that (i)
the
terms of paragraphs 4 through 15 of the Friction Employment Agreement shall
remain in full force and effect in accordance with their respective terms;
and
(ii) the performance of Xxxxxxxx’x duties for HPCG pursuant to the HPCG
Employment Agreement shall not constitute a violation of Xxxxxxxx’x duties to
Friction pursuant to paragraph 4 of the Friction Employment
Agreement.
IN WITNESS WHEREOF, the undersigned have hereunto set their hands on the date first hereinabove mentioned.
FRICTION
PRODUCTS CO.
By: /s/
Xxxxxx X. Xxxxxxxx
Its: Chairman
and Chief Executive Officer
/s/
Xxxxxx X. Xxxxxxxx
XXXXXX
X. XXXXXXXX ("Employee")
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