October 14, 2010 VIA HAND DELIVERY Thomas A. Gilbride 13900 South Park Blvd., Unit 14 Shaker Heights, OH 44120 Dear Tom: As you know, you and Hawk Corporation (“Hawk”) are parties to a Change in Control Agreement dated as of August 14, 2006 (the...
Exhibit 10.6
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October 14, 2010
VIA HAND DELIVERY
Xxxxxx X. Xxxxxxxx
00000 Xxxxx Xxxx Xxxx., Xxxx 00
Xxxxxx Xxxxxxx, XX 00000
00000 Xxxxx Xxxx Xxxx., Xxxx 00
Xxxxxx Xxxxxxx, XX 00000
Dear Xxx:
As you know, you and Hawk Corporation (“Hawk”) are parties to a Change in Control Agreement
dated as of August 14, 2006 (the “Original Agreement”), and the First Amendment to Change in
Control Agreement dated as of December 29, 2008 (the “Amendment”) (collectively, the Original
Agreement and the Amendment are referred to herein as the “Amended Original Agreement”). This
letter (“Letter Agreement”) supplements the Amended Original Agreement.
Notwithstanding anything to the contrary in the Amended Original Agreement, the Corporation
(as defined in the Amended Original Agreement) agrees that, during the period from the Effective
Date (as defined below) through July 2, 2011 (the “Employment Period”), it shall not, and shall
cause its subsidiary Friction Products Company not to, terminate your employment for any reason
other than Cause (as defined in the Amended Original Agreement). For purposes of this Letter
Agreement, the “Effective Date” shall have the meaning set forth in the Agreement and Plan of
Merger by and among, Hawk, Carlisle Companies Incorporated, a Delaware corporation, and HC
Corporation a Delaware corporation, dated as of the date hereof.
Except to the extent specifically modified in this Letter Agreement, each and every provision
of the Amended Original Agreement remains in full force and effect. For clarity, if for any reason
you have grounds to terminate your employment for “Good Reason” (as defined in the Amended Original
Agreement) at any time prior to July 2, 2011, you shall not waive or be deemed to have waived any
rights to terminate your employment for Good Reason if you delay such termination to any date on or
after July 2, 2011, or do not provide any notice with respect to such a Good Reason termination
prior to July 2, 2011.
This Letter Agreement and all rights hereunder shall be governed by, and construed and
interpreted with, the laws of the State of Ohio applicable to contracts made and to be performed
entirely within that State. The parties intend to and hereby do confer exclusive jurisdiction upon
the courts of any jurisdiction located within Cuyahoga County, Ohio to determine any dispute
arising out of related to this Letter Agreement, including the enforcement and the breach hereof.
In the event of any conflict between the terms of the Amended Original Agreement and this Letter
Agreement, the terms of this Letter Agreement shall prevail.
<Signature page follows>
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If the foregoing is acceptable, please sign and date this Letter Agreement in the space
provided below, and return a signed copy to me.
Sincerely yours,
Hawk Corporation |
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By: | /s/ Xxxxxx X. Xxxxxxxx | |||
Name: | Xxxxxx X. Xxxxxxxx | |||
Title: | Chairman of the Board and CEO | |||
Accepted and Agreed to by Xxxxxx X. Xxxxxxxx |
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/s/ Xxxxxx X. Xxxxxxxx
Date: October 14, 2010 |
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