Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On December 17, 2008, the Compensation Committee of the Board of Directors of Hawk Corporation, a Delaware corporation (the "Company"), approved the December 2008 payment of one-time discretionary cash bonuses, not pursuant to any existing bonus plan, to its named executive officers as shown below. These one-time discretionary bonuses were paid because of the success of the Company in achieving market share growth, introducing new products, obtaining new business awards, and strengthening its balance sheet.

Name Title Amount Chairman of the Board and Chief Ronald E. Weinberg Executive Officer $ 750,000 B. Christopher DiSantis President and Chief Operating Officer $ 630,000 Vice President - Chief Financial Officer Joseph J. Levanduski and Director of Corporate Development $ 80,000 Thomas A. Gilbride Vice President - Finance and Treasurer $ 44,750

These discretionary bonuses are not part of the Company's Annual Incentive Compensation Plan under which incentive awards to executive officers may be made by March 15, 2009. The Company also has an annual incentive plan under which incentive awards may be made to all eligible U.S. based, salaried employees of the Company, a portion of which were paid in December 2008.

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