AMENDMENT TO AGREEMENTS
EXHIBIT
10.2
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 “Hawk”),
XXXXXXX
PRODUCTS GROUP, INC., an
Ohio
corporation which maintains a place of business at 000 Xxxxxx Xxxxxx, Xxxxx
0000, Xxxxxxxxx Xxxx 00000 (hereinafter referred to as “Employer”), and
B.
XXXXXXXXXXX XXXXXXXX,
an
individual who resides at 0000 Xxxx Xxxxxx Xxxxx, Xxxxxxxxxxx, Xxxx 00000
(hereinafter referred to as “Employee”).
R
E C I T A L S :
X. Xxxx
is
the parent company of Employer.
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 Hawk 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 Hawk 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 stock options which
have
been granted to Employee to become immediately vested, 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.
Hawk 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.
Hawk
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.
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
(“Hawk”)
By:
/s/XXXXXX X. XXXXXXXX
Its:
Chairman and Chief Executive Officer
XXXXXXX
PRODUCTS GROUP, INC.
(“Employer”)
By:
/s/XXXXXX X. XXXXXXXX
Its:
Chairman and Chief Executive Officer
By:
/s/B.
XXXXXXXXXX XXXXXXXX
B.
Xxxxxxxxxxx XxXxxxxx
(“Employee”)
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