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Exhibit 10.24
SECOND AMENDMENT TO RESTATED
WAGE CONTINUATION AGREEMENT
THIS SECOND AMENDMENT TO RESTATED WAGE
CONTINUATION AGREEMENT (the “Amendment”) is made and
entered into as of this 30 th day of December 2008, by and between NORMAN
C. HARBERT, individually (“Harbert”), and HAWK
CORPORATION , a Delaware corporation whose principal address is
200 Public Square, Suite 1500, Cleveland, Ohio 44114
(“Hawk”).
RECITALS:
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The parties and
Friction Products Co. (“Friction”) are parties to the
Amended and Restated Wage Continuation Agreement dated as of
December 31, 2001 (the “Restated
Agreement”).
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Friction is no
longer a necessary party.
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Harbert and
Hawk amended the Restated Agreement under the First Amendment to
Restated Wage Continuation Agreement entered into as of June 1,
2005 (the “First Amendment,” and together with the
Restated Agreement, the “Original Amended
Agreement”).
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In order to
ensure compliance with Section 409A of the Internal Revenue Code of
1986, as amended, and the U.S. Department of Treasury regulations
and other interpretive guidance issued thereunder, the parties
desire to amend the Original Amended Agreement as set forth in this
Amendment (the Original Amended Agreement as amended by this
Amendment is referred to herein as the “Amended
Agreement”).
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ACCORDINGLY, in consideration of the promises hereinafter set
forth in this Amendment, the parties agree as follows:
1.
Changes to Section 1(a) of the
Original Amended Agreement . Hawk
and Harbert hereby agree that Section 1(a) of the Original Amended
Agreement is hereby amended as follows:
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The last
sentence of Section 1(a) is deleted from the Original Amended
Agreement in its entirety and is replaced by the f
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