AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT

Exhibit 10.2

AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT

THIS AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT (“ Agreement ”) is made as of the 21 ^st day of August, 2009, by and between B. CHRISTOPHER DISANTIS , an individual residing at 8059 Long Forest Drive, Brecksville, Ohio 44141 (the “ Executive ”), and HAWK CORPORATION , a Delaware corporation whose principal address is 200 Public Square, Suite 1500, Cleveland, Ohio 44114 (“ Hawk ”).

R E C I T A L S :

A.  The Executive is an employee of Hawk or one of its subsidiary companies. Hawk and each of its subsidiary companies are referred to collectively in this Agreement as the “ Corporation .” The definition of the Corporation includes each of the constituent entities, individually and collectively, and any successors as described in Section 4.2 .

B.  The Corporation considers it essential to its best interests and the best interests of the stockholders of the Corporation to foster the continued employment of key management personnel.

C.  The uncertainty attendant to a possible Change in Control (as defined below) may result in the departure or distraction of management personnel to the detriment of the Corporation and its stockholders.

D.  The Board of Directors of Hawk has determined that that it is in the best interest of the Corporation and its stockholders that, in the event of a prospective Change in Control, the Executive be reasonably secure in his employment and position with the Corporation, so that the Executive can exercise independent judgment as to the best interest of the Corporation and its stockholders, without distraction by any personal uncertainties or risks regarding the Executive’s continued employment with the Corporation created by the possibility of such a Change in Control.

E.  Therefore, Hawk and the Executive entered into a Change in Control Agreement dated as August 14, 2006 (the “Original CIC Agreement”), to assure severance benefits to the Executive in the event of a termination of his employment upon or after a Change in Control.

F.  The Original CIC Agreement was amended by a First Amendment to Change in Control Agreement dated December 30, 2008 (the “First Amendment”; the Original CIC as amended by the First Amendment is referred to hereinafter as the “Control Agreement”).

G.  The parties now desire to amend and restate the Control Agreement, so that all of the terms and conditions are located in one document, and to make certain changes as hereinafter set forth.

ACCORDINGLY , in consideration of the premises and the agreements hereinafter set forth, the parties agree as follows:

ARTICLE I
DEFINITIONS

1.1 As used herein, the following words and phrases shall have the following respective meanings unless the context clearly indicates otherwise:

(a) “ Accountants ” means Hawk’s independent public accountants.

(b) “ Acquiring Person ” means any Person or “group (within the meaning of Sections 13d and 14d of the Exchange Act) who or that, together with all Affiliates and Associates, has acquired or obtained the right to acquire the beneficial ownership of fifty percent (50%) or more of the Shares then outstanding; provided that none of the following shall be deemed an Acquiring Person for purposes of this Agreement: (i) the Corporation; (ii) any Welfare Benefit Plan of the Corporation or any trustee of or fiduciary with respect to any such Plan when acting in such capacity; or (iii) any Person that is the holder of any Series D Preferred Shares of Hawk as of the Commencement Date, and the Affiliates, successors, executors, legal representatives, heirs and legal assigns of such Person.

(c) “ Affiliate ” shall have the meaning ascribed to such term in Rule 12b-2 of the General Rules and Regulations promulgated under the Exchange Act.

(d) “ Anniversary Date ” means January 1 of each Calendar Year.

(e) “ Annual Salary ” means the sum of the amounts of the Executive’s regular base salary from the Corporation, excluding the value of any incentive and bonus compensation, stock option grants, 401(k) or pension contributions by the Corporation, medical, prescription and dental insurance premiums, automobile allowances, club memberships and other similar perquisites.

(f) “ Associate ” shall have the meaning ascribed to such term in Rule 12b-2 of the General Rules and Regulations promulgated under the Exchange Act.

(g) “ Average Compensation ” means fifty percent (50%) of the total amount of Annual Salary and bonus under any annual incentive compensation plan of the Corporation, if any, paid or payable to the Executive during or with respect to the two (2) Calendar Years ending immediately prior to the Calendar Year in which the termination of Executive’s employment occurs.

(h) “ Benefit Continuation Period ” means the period of thirty-six (36) consecutive months after the effective date of a Qualifying Termination.

(i) “ Board ” means the Board of Directors of Hawk.

(j) “ Calendar Year ” means the twelve (12) month period commencing each January 1 and ending each December 31.

(k) “ Cause ” means any of the following: (i) the Executive’s conviction by a court of competent jurisdiction as to which no further appeal can be taken of a crime involving moral turpitude or a felony, or entering a plea of nolo contendere to such a crime; (ii) the commission by the Executive of a material and demonstrable act of fraud upon, or a material and demonstrable misappropriation of funds or property of, the Corporation; (iii) the material breach by the Executive, without the advance written consent of the Corporation, of any material Restrictive Covenant referenced in Section 4.1 ; (iv) any material act or omission by the Executive that directly results in material injury to the business or reputation of the Corporation; (v) the material breach by Executive of any material provision of this Agreement or any written employment agreement between the Executive and the Corporation; or (vi) the willful, material and repeated nonperformance of the Executive’s duties to the Corporation other than by reason of the Executive’s illness or incapacity; provided that:

(1) no breach of the Restrictive Covenants shall be deemed to constitute Cause if the Restrictive Covenants have expired pursuant to the provisions of paragraph 1 thereof;

(2) with respect to clauses (iii), (iv), (v) and (vi) of this Section 1.1(k) , the Board shall provide the Executive with notice of such material breach or nonperformance (which notice shall specifically identify the manner and set forth specific facts, circumstances and examples of which the Board believes that the Executive has breached the Agreement, any of the Restrictive Covenants or any such employment agreement or not substantially performed his duties) and his continued willful failure to cure such breach or nonperformance within the time period set by the Board (which time period shall not be less than thirty (30) calendar days after his receipt of such notice);

(3) for purposes of clauses (v) and (vi) of this Section 1.1(k) , no act or failure to act on the Executive’s part shall be deemed “willful” unless it is done or omitted by the Executive without his reasonable belief that such action or omission was in the best interest of the Corporation (assuming disclosure of the pertinent facts, any action or omission by the Executive after consultation with, and in accordance with the advice of, legal counsel reasonably acceptable to the Corporation shall be deemed to have been taken in good faith and to not be willful for purposes of this Agreement);

(4) any act, or failure to act, by the Executive based upon authority given pursuant to a resolution duly adopted by the Board, or upon the instructions of a more senior officer of the Corporation, or based upon the advice of counsel for the Corporation, shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Corporation; and

(5) a Qualifying Termination shall not be for Cause unless the Corporation provides the Executive with a copy of a resolution of the Board, adopted at a meeting of the Board by the affirmative vote of not less than three-quarters of the Whole Board (after at least ten (10) calendar days’ advance notice is provided to the Executive and the Executive is given an opportunity, together with his counsel, to be heard before the Board), determining that Cause exists and specifying the particulars thereof in reasonable detail.

(l) A “ Change in Control ” shall be deemed to have occurred if and as of such date that any Acquiring Person, alone or together with its Affiliates and Associates, has acquired or obtained the right to acquire the beneficial ownership of fifty percent (50%) or more of the Shares then outstanding.

(m) “ CIC Multiple ” means a factor of two and ninety-nine one-hundredths (2.99).

(n) “ Code ” means the Internal Revenue Code of 1986, as amended from time to time, and the Treasury Regulations. References herein to any Section of the Code or Treasury Regulation shall include any successor provisions of the Code or Treasury Regulations.

(o) “ Commencement Date ” means the date on which this Agreement has been executed by both Hawk and the Executive, which shall be the beginning date of the term of this Agreement.

(p) “ Continuing Director ” means any director of the Board who either: (i) is a member of the Board on the Commencement Date or thereafter is elected or appointed to the Board by the holders of the Series D Preferred Shares of Hawk; or (ii) is not (A) a Person proposing or attempting to effect a business combination or similar transaction with Hawk (including, without limitation, a merger, tender offer or exchange offer, a sale of substantially all of Hawk’s assets, or a liquidation of Hawk’s assets) or any Affiliate or Associate of such Person, or any Person acting directly or indirectly on behalf of, or as a representative of, or in concert with, any such Person, Affiliate or Associate, (B) an Acquiring Person, an Affiliate or Associate of an Acquiring Person or a Person acting directly or indirectly on behalf of, or as a representative of, or in concert with, an Acquiring Person or an Affiliate or Associate of an Acquiring Person, or (C) a Person who was directly or indirectly proposed or nominated as a director of Hawk by an Acquiring Person (excluding, for purposes of this clause (ii) , any Person described in clause (iii) of Section 1.1(b) ).

(q) “ Disability ” means that, as a result of a physical or mental condition, the Executive is unable to perform the essential functions of his job, with or without a reasonable accommodation, at the same level of performance as he engaged in prior to the onset of such condition, and that such situation is likely to continue for a substantial period of time. For purposes hereof, the Executive shall suffer a Disability if the Board determines in good faith that the Executive: (i) has been declared legally incompetent by a final court decree; (ii) has received disability insurance benefits, from any disability income insurance policy maintained by the Corporation, for a period of three (3) consecutive months; or (iii) has suffered a physical or mental disability within the meaning of §22(e)(3) of the Code, as determined by a medical doctor satisfactory to the Board.

(r) “ Exchange Act ” means the Securities Exchange Act of 1934, as amended from time to time. References herein to any Section of the Exchange Act shall include any successor provisions of the Exchange Act.

(s) “ Excise Tax ” means the excise tax imposed by Section 4999 of the Code.

(t) “ Good Reason ” means the occurrence of any one or more of the following events (within the period beginning six (6) months prior to a Change in Control and ending at the end of the twenty-fourth (24th) month immediately following the month in which the Change in Control occurred) without the Executive’s specific written consent, except as a result of actions taken in connection with termination of the Executive’s employment for death, Disability or Cause:

(i) a material adverse change in the Executive’s duties, position or responsibilities as an executive of the Corporation as in effect immediately prior to the Change in Control (including but not limited to the Executive’s status, office, title, scope of responsibility over corporate level staff or operations functions, responsibilities as an officer of the Corporation or reporting relationship to the Chairman of the Corporation); provided that a reduction in duties, position or responsibilities solely by virtue of the Corporation being acquired and made part of a larger entity (as, for example, if the Chief Financial Officer of the Corporation remains as such following a Change of Control but is not made the Chief Financial Officer of the larger acquiring entity) shall not constitute Good Reason; and further provided that the Executive shall have given the Corporation written notice of the alleged adverse change and the Corporation shall have failed to cure such change within thirty (30) days after its receipt of such notice;

(ii) a failure of the Corporation to pay or provide the Executive in a timely fashion the salary or benefits to which the Executive is entitled (whether under any written employment agreement between the Corporation and the Executive in effect on the date of the Change in Control or under any Welfare Benefit Plans (including but not limited to cash and stock bonus Plans) in which the Executive was participating at the time of the Change in Control); provided that such failure was other than an isolated, insubstantial and inadvertent action not taken in bad faith and is remedied by the Corporation within fifteen (15) days following receipt of written notice thereof from the Executive;

(iii) a reduction of the Executive’s base salary as in effect on the date of the Change in Control;

(iv) the taking of any action by the Corporation (including but not limited to the elimination of a Plan without providing substitutes therefor, the reduction of the Executive’s awards thereunder or failure to continue the Executive’s participation therein) that would materially diminish the aggregate projected value of the Executive’s awards or benefits under, or fail to provide awards or benefits substantially comparable to, the Welfare Benefit Plans of the Corporation in which the Executive was participating at the time of the Change in Control; provided that the diminishment of such awards or benefits as apply to other groups of employees of the Corporation in addition to executives covered by this or a similar agreement shall not constitute Good Reason;

(v) the relocation of the principal office at which the Executive performs services on behalf of the Corporation to a location more than fifty (50) miles from its location immediately prior to the Change in Control, except for required business travel to an extent substantially consistent with the Executive’s travel obligations immediately prior to the Change in Control; or

(vi) a failure by the Corporation to obtain from any successor the assent to this Agreement described in Article IV within thirty (30) days after the occurrence of a Change in Control.

Any circumstance described in this Section 1.1(t) shall constitute Good Reason even if such circumstance would not constitute a breach by the Corporation of the terms of any written employment agreement between the Corporation and the Executive in effect on the date of the Change in Control. The Executive shall be deemed to have terminated his employment for Good Reason upon the effective date stated in a written notice of such termination given by the Executive to Hawk (which notice shall not be given, in the circumstances described in clause (i) of this Section 1.1(t) before the end of the thirty (30) day period described therein, or in the circumstances described in clause (ii) of this Section 1.1(t) before the end of the fifteen (15) day period described therein), setting forth in reasonable detail the facts and circumstances claimed to provide the basis for termination; provided that the effective date may not precede, nor be more than sixty (60) days after, the date such notice is given. The Executive’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any circumstances constituting Good Reason hereunder.

(u) “ Person ” means any individual, firm, corporation, partnership, limited liability company, trust or other entity, including any successor (by merger or otherwise) of such entity.

(v) “ Plan ” means any bonus, incentive compensation, savings, retirement, stock option, stock appreciation, stock ownership or purchase, pension, deferred compensation or Welfare Benefits plan, policy, practice, program or arrangement of (including any separate contract or agreement with) the Corporation for its U.S. employees, but does not include any employment agreement between the Executive and the Corporation.

(w) “ Prime Rate ” means the rate of interest published from time to time by The Wall Street Journal , and designated as the Prime Rate in the “Money Rates” section of such publication. If such publication describes the Prime Rate as a range of rates, for purposes of this Agreement, the Prime Rate will be the highest rate designated in such range.

(x) “ Qualifying Termination ” shall mean a termination of the Executive’s employment following a Change in Control, during the term of this Agreement, for any reason excluding: (i) the Executive’s death; (ii) the Executive’s Disability; (iii) the exhaustion of the Executive’s Welfare Benefits under the terms of an applicable sick pay or long-term disability Plan of the Corporation (other than by reason of the amendment or termination of such a Plan); (iv) by the Corporation for Cause; or (v) by the Executive without Good Reason. In addition, a Qualifying Termination shall be deemed to have occurred if, prior to a Change in Control, the Executive’s employment is terminated during the term of this Agreement (A) by the Corporation without Cause or (B) by the Executive based on events or circumstances that would constitute Good Reason if a Change in Control had occurred, in either case, (x) at the request of a Person that has entered into an agreement with the Corporation, the consummation of which would constitute a Change in Control, or (y) otherwise in connection with, as a result of or in anticipation of a Change in Control. The mere act of approving a Change in Control agreement shall not in and of itself be deemed to constitute an event or circumstance in anticipation of a Change in Control for purposes of this Section 1.1(x) .

(y) “ Release ” means a general waiver and release in substantially the form attached hereto as Exhibit A .

(z) “ Section 409A ” means, collectively, Section 409A of the Code and the Treasury Regulations and other interpretive guidance issued thereunder, each as in effect from time to time.

(aa) “Severance Waiver” has the meaning set forth in Section 3.2(b) .

(bb) “ Shares ” shall mean the shares of Class A Common Stock, $0.01 par value, of Hawk, any securities issued in exchange for or replacement of the shares of Class A Common Stock outstanding from time to time, and such other securities of Hawk as a majority of the Continuing Directors may from time to time determine.

(cc) “ Stock Award ” means a stock option, stock appreciation right, restricted stock grant, performance share Plan or any other agreement in which the Executive has, or will (by the passage of time only, not based on the Executive’s performance) have, (i) an interest in capital stock of Hawk or a right to obtain capital stock or an interest in capital stock of Hawk or (ii) an interest or right whose economic value depends solely on the performance of the capital stock of Hawk.

(dd) “ Treasury Regulations ” means the U.S. Department of the Treasury Regulations promulgated or proposed under the Code.

(ee) “ Welfare Benefits ” means medical, prescription, dental, disability, group life and accidental death insurance (whether funded by insurance policy or self-insured by the Corporation) provided or arranged by the Corporation to be provided to its U.S. employees or former U.S. employees.

(ff) “ Welfare Benefit Plan ” means any Plan that provides any Welfare Benefits.

(gg) “ Whole Board ” means the total number of directors the Board would have if there were no vacancies.

ARTICLE II
TERM OF AGREEMENT

2.1 The initial term of this Agreement shall begin on the Commencement Date and extend for a period of five (5) years. Thereafter, the term of this Agreement may be extended for additional one (1) year periods, in each case upon the written agreement of the parties. Notwithstanding the foregoing, if a Change in Control shall occur during the term of this Agreement, then this Agreement shall terminate three (3) years after the date the Change in Control is completed.

2.2 Notwithstanding Section 2.1 , the term of this Agreement shall end upon any termination of the Executive’s employment that is other than a Qualifying Termination in connection with a Change in Control. For example, this Agreement shall terminate if the Executive’s position is eliminated and the Executive’s employment is terminated due to a downsizing, consolidation or restructuring of the Corporation, or due to the sale, disposition or divestiture of all or a portion of the Corporation, in each case other than in connection with a Change in Control.

ARTICLE III
COMPENSATION UPON A QUALIFYING TERMINATION
IN CONNECTION WITH A CHANGE IN CONTROL

3.1 Except as otherwise provided in Sections 3.2, 3.3 and 4.2 , upon a Qualifying Termination, the Executive shall be under no further obligation to perform services for the Corporation and shall be entitled to receive the following payments and benefits:

(a) Within five (5) days after the expiration of the Revocation Period (as defined in the Release), the Corporation shall make a lump sum cash payment to the Executive in an amount equal to the sum of: (i) the Executive’s Annual Salary through the date of termination, to the extent not theretofore paid; (ii) the product of (x) the bonus or compensation due under any annual incentive compensation plan applicable to the Executive for the Calendar Year in which the termination of Executive’s employment occurs, and (y) a fraction, the numerator of which is the number of days in such Calendar Year through the date of termination, and the denominator of which is 365, except that annual incentive plans that do not have predetermined annual target awards for participants shall have their pro-rated incentive compensation award for the then current Calendar Year paid as soon as practicable; and (iii) all unreimbursed expenses incurred and reported by the Executive in compliance with the Corporation’s business expense reimbursement policies as in effect immediately prior to the Change in Control; in each case in full satisfaction of the rights of the Executive thereto; and

(b) (i) Within sixty (60) days after the expiration of the Revocation Period (as defined in the Release), the Corporation shall make a lump sum cash payment to the Executive in an amount equal to the CIC Multiple times the Executive’s Average Compensation (except to such extent as that amount may be limited by Section 3.3 ); and (ii) if the Qualifying Termination is of the nature described in clause (A) or (B) of Section 1.1(x) , no such lump sum payment shall be made unless and until the Change in Control related to the Qualifying Termination shall have occurred.

(c) The Corporation shall continue to provide or arrange to provide the Executive (whether or not under any Welfare Benefit Plan then maintained), at the Corporation’s sole expense and for the Benefit Continuation Period, Welfare Benefits that are substantially the same the Welfare Benefits provided to the Executive (and the Executive’s spouse, dependents and beneficiaries) immediately before the occurrence of a Qualifying Termination, except that the Welfare Benefits to which the Executive is entitled under this Section 3.1(c) shall be subject to the Executive’s compliance with the restrictions described in Sections 3.2, 3.3 and 4.2 , and shall be reduced to the extent that comparable welfare benefits are received by the Executive from an employer other than the Corporation during the Benefit Continuation Period. (Any indirect payment by the Corporation, before the occurrence of a Qualifying Termination, of the cost of the participation by the Executive, or the Executive’s spouse, dependents or beneficiaries, in any Welfare Benefit Plan as a reimbursement or a credit to the Executive does not mean that the corresponding Welfare Benefits were not being “provided to the Executive” by the Corporation for the purpose of this Section 3.1(c) ). Notwithstanding the foregoing, this Section 3.1(c) shall not apply if the termination of the Executive’s employment is attributable to the death of the Executive; provided that, in such event, the spouse, dependents and beneficiaries of the Executive shall be entitled to whatever rights and benefits they have under the Plans at the time of death and nothing herein shall be construed to limit such rights and benefits.

(d) In the event that the Corporation cannot provide coverage under any Welfare Benefit Plan, as described in Section 3.1(c) , for the entire Benefit Continuation Period or any portion thereof, for whatever reason, then the Corporation shall pay the actuarial equivalent of the present value of such foregone coverage for the Executive (and his spouse, dependents and beneficiaries, as applicable) directly to the Executive, in a cash lump sum payment, within sixty (60) days after the Executive’s return of the signed Release referred to in Section 3.2(a) and the signed Severance Waiver. Such determination for each affected Welfare Benefit Plan shall be made in good faith by the Compensation Committee of the Board.

(e) Each Stock Award of the Executive that is outstanding immediately before the occurrence of a Qualifying Termination and not yet exercised or forfeited (as the case may be) shall automatically accelerate and become fully vested, exercisable or nonforfeitable upon the occurrence of a Qualifying Termination, as though all requisite time had passed, or all requisite performance goals had been attained or satisfied, to fully vest the Stock Award or cause it to become fully vested, exercisable or nonforfeitable. In addition to Stock Awards, any compensation due to the Executive under any performance-based, long-term incentive plan of the Corporation will automatically accelerate and become fully payable and nonforfeitable upon the occurrence of a Qualifying Termination, as though all requisite time had passed to fully vest such compensation and all requisite performance goals attributable thereto have been fully attained or satisfied.

(f) The Executive shall be entitled to such outplacement services and other non-cash severance or separation benefits as may then be available under the terms of a Plan or agreement to groups of employees of the Corporation in addition to executives who are covered under the terms of this or a similar agreement. To the extent any benefits described in this Section 3.1(e)