TENDER AND VOTING AGREEMENTTender and Voting Agreement • October 22nd, 2010 • Hawk Corp • Aircraft parts & auxiliary equipment, nec • Delaware
This TENDER AND VOTING AGREEMENT (this “Agreement”), is dated as of October 14, 2010 by and among Carlisle Companies Incorporated, a Delaware corporation (“Parent”), HC Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”) and Byron S. Krantz (the “Stockholder”) in his capacity as a stockholder of Hawk Corporation, a Delaware corporation (the “Company”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Merger Agreement (defined below).
FORM OF OPTION CANCELLATION LETTER]Option Cancellation Letter • October 22nd, 2010 • Hawk Corp • Aircraft parts & auxiliary equipment, nec
As 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
AGREEMENT OF JOINT FILINGJoint Filing Agreement • October 22nd, 2010 • Hawk Corp • Aircraft parts & auxiliary equipment, nec
This Agreement may be executed in counterparts, each of which when so executed shall be deemed to be an original, and all of which together shall be deemed to constitute one and the same instrument.
