Exhibit 10.40
AMENDMENT NO. 1 TO AMENDED AND
RESTATED EMPLOYMENT AGREEMENT
This Amendment No. 1 to Amended and Restated Employment Agreement (this
"Amendment") is dated as of March 3, 2004, by and between HAWK CORPORATION, a
Delaware corporation ("Hawk"), FRICTION PRODUCTS CO., an Ohio corporation
(together with Hawk, "Employer") and XXXXXX X. XXXXXXXX ("Employee").
RECITALS:
A. Employer and Employee are parties to (i) an employment agreement dated
June 30, 1995 (the "Original Agreement"), (ii) Amendment No. 1 to the Original
Agreement dated October 24, 2000, (iii) Amendment No. 2 to the Original
Agreement dated May 31, 2001 and (iv) Amended and Restated Employment Agreement
dated December 31, 2001 (the "Amended and Restated Agreement").
B. Employer and Employee desire to amend the Amended and Restated
Agreement.
C. Capitalized terms used but not otherwise defined herein have the
meanings assigned to them in the Amended and Restated Agreement.
Accordingly, in consideration of the mutual covenants, promises and
representations contained herein and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, Employer and
Employer hereby agree as follows:
1. The termination date for Employee's employment in the first sentence of
Section 1 of the Amended and Restated Agreement is hereby changed from June 30,
2007 to June 30, 2012.
2. Employer and Employee, by their execution hereof, agree that, except as
herein modified and amended, all terms, conditions and covenants contained in
the Amended and Restated Agreement are hereby ratified and confirmed in their
entirety and shall remain in full force and effect. On and after the date
hereof, each reference to the Amended and Restated Agreement shall refer to such
agreement as modified by this Amendment.
3. This Amendment may be executed in one or more counterparts, each of
which shall be deemed to be an original and the same agreement and shall become
effective when an original or facsimile counterpart has been signed by each
party and delivered to the other party, it being understood that both parties
need not sign the same counterpart.
[Intentionally Left Blank]
B-1
IN WITNESS WHEREOF, the undersigned have hereunto set their hand as of the
date first written above.
"EMPLOYER" "EMPLOYEE"
HAWK CORPORATION and
FRICTION PRODUCTS CO.
By: /s/ Xxxxxx X. Xxxxxxx /s/ Xxxxxx X. Xxxxxxxx
------------------------------- --------------------------------
Xxxxxx X. Xxxxxxx Xxxxxx X. Xxxxxxxx
Its: Senior Chairman of the Board
and Founder
Attested to:
By: /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
Its: Secretary
