Summary of HAWK CORP - Yahoo! Finance

Change in Directors or Principal Officers, Financial Statements and Exhibits

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 21, 2009, the Compensation Committee (the "Committee") of the Board of Directors of Hawk Corporation ("Hawk") approved the Amended and Restated Employment Agreement (the "Employment Agreement") among Hawk, Wellman Products Group, Inc. ("Wellman") and B. Christopher DiSantis, Hawk's president and chief operating officer. Wellman is a wholly-owned subsidiary of Hawk. Also on August 21, 2009, the Committee approved the Amended and Restated Change in Control Agreement (the "Change in Control Agreement") between Hawk and Mr. DiSantis, and the Split-Dollar Agreement (the "Split-Dollar Agreement") between Hawk and Mr. DiSantis.

The amendments to the Employment Agreement:

Х reflect Mr. DiSantis' current title of president and chief operating officer of Hawk;
Х extend the term of the Employment Agreement to August 21, 2014;
Х reflect the current amount of Mr. DiSantis' salary of $385,000 annually, which amount is subject to annual review and increase by the Committee;
Х specifically state that Mr. DiSantis is eligible to receive specific benefits including participating in Hawk's incentive compensation plans and receiving an automobile benefit;
Х grant an insurance benefit package consisting of a split-dollar life insurance policy pursuant to the Split-Dollar Agreement, term life insurance in the face amount of $3.0 million and supplemental disability insurance of $10,000 per month;
Х state that Hawk may terminate Mr. DiSantis for "cause" as defined in the Change in Control Agreement;
Х include an additional severance benefit of vesting of unvested stock awards and company contributions under Hawk's deferred compensation plan;
Х include vesting of unvested stock awards upon Mr. DiSantis' death; and
Х require Hawk to continue to pay salary and medical benefits for one year and provide vesting of unvested stock awards if Mr. DiSantis' employment is terminated after one year of his disability.

The amendments to the Change in Control Agreement extend the term to August 21, 2014, make other minor revisions and incorporate the terms of the First Amendment to Change in Control Agreement dated December 30, 2008.

Pursuant to the Split-Dollar Agreement, Hawk purchased an insurance policy on the life of Mr. DiSantis in the face amount of $2.0 million. Under the terms of the Split-Dollar Agreement, Hawk pays the annual premium of the insurance policy, and Hawk will be reimbursed for such payment from the policy proceeds in an amount equal to the greater of the cash value of the policy or the total amount of premiums paid during the term of the policy. The remaining proceeds of the policy will be paid to beneficiaries designated by Mr. DiSantis. The Split-Dollar Agreement will terminate upon the occurrence of (1) the cessation of Hawk's business, (2) Hawk's bankruptcy, receivership or dissolution, or (3) the termination of Mr. DiSantis' employment by Hawk (other than for reason of his death or mental or physical disability).

Upon the termination of the Split-Dollar Agreement, Mr. DiSantis will have the right to purchase the policy covered thereby for an amount equal to the greater of the cash value of the policy or the total amount of premiums paid during the term of the policy.

The foregoing descriptions of the Employment Agreement, the Change in Control Agreement and the Split-Dollar Agreement are not complete and are qualified in their entirety by reference to the full and complete terms of the Employment Agreement, the Change in Control Agreement and the Split-Dollar Agreement, which are attached to this current report as Exhibit 10.1, 10.2 and Exhibit 10.3, respectively, and are incorporated herein by reference.