FORM OF OPTION CANCELLATION LETTER]Option Cancellation Letter • October 22nd, 2010 • Hawk Corp • Aircraft parts & auxiliary equipment, nec
Contract Type FiledOctober 22nd, 2010 Company IndustryAs you know, Hawk Corporation is negotiating an agreement and plan of merger with Carlisle Companies Incorporated (“Carlisle”) and HC Corporation (the “Merger Agreement”). The Merger Agreement will provide, among other things, that Carlisle will commence a tender offer to purchase all of the outstanding shares of Class A common stock of Hawk (the “Shares”) at a price of $50.00 in cash per share (the “Offer”). Following the consummation of the Offer, HC Corporation would merge with and into Hawk and Hawk will become a wholly-owned subsidiary of Carlisle and each share of Class A common stock of Hawk that was not tendered in the Offer would thereupon be cancelled and converted into the right to receive $50.00 in cash (the “Merger”). The Merger would affect the stock options you have been granted (the “Options”) under the Hawk Corporation 1997 Stock Option Plan or the Hawk Corporation Amended and Restated 2000 Long-Term Incentive Plan (the “Plans”). The treatment of your Options in connec
FORM OF OPTION CANCELLATION LETTER]Option Cancellation Letter • October 19th, 2010 • Hawk Corp • Aircraft parts & auxiliary equipment, nec
Contract Type FiledOctober 19th, 2010 Company IndustryAs you know, Hawk Corporation is negotiating an agreement and plan of merger with Carlisle Companies Incorporated (“Carlisle”) and HC Corporation (the “Merger Agreement”). The Merger Agreement will provide, among other things, that Carlisle will commence a tender offer to purchase all of the outstanding shares of Class A common stock of Hawk (the “Shares”) at a price of $50.00 in cash per share (the “Offer”). Following the consummation of the Offer, HC Corporation would merge with and into Hawk and Hawk will become a wholly-owned subsidiary of Carlisle and each share of Class A common stock of Hawk that was not tendered in the Offer would thereupon be cancelled and converted into the right to receive $50.00 in cash (the “Merger”). The Merger would affect the stock options you have been granted (the “Options”) under the Hawk Corporation 1997 Stock Option Plan or the Hawk Corporation Amended and Restated 2000 Long-Term Incentive Plan (the “Plans”). The treatment of your Options in connec