Amended and Restated Sales Plan

Amended and Restated Sales Plan, dated March 22, 2006 (this “Sales Plan”), between Norman C. Harbert (“Seller”) and Northern Trust Securities, Inc. (“Northern”).

WHEREAS, on August 10, 2005, Seller established a sales plan (the “2005 Sales Plan”) to sell unregistered shares of Class A common stock, par value $0.01 per share, of Hawk Corporation, a Delaware corporation (the “Issuer”), acquired prior to the initial public offering of the Issuer (the “Stock”);

WHEREAS, Seller desires to amend certain terms of the 2005 Sales Plan as set forth in this Sales Plan;

WHEREAS, Seller desires to sell a total of 60,000 shares of Stock (the “Total Plan Shares”); and

WHEREAS, Seller desires to engage Northern to effect sales of shares of Stock in accordance with this Sales Plan;

NOW, THEREFORE, Seller and Northern hereby agree as follows:

1.  Subject to Paragraph A.7., Northern shall effect sales (each a “Sale”) as provided herein. Beginning October 7, 2005, and thereafter on the first Friday of each subsequent quarter on which the American Stock Exchange, or any exchange or association on which the shares of the Issuer are then listed (“Amex”), is open and effectuating trades (“Trade Date”), an order for 7,500 shares of Stock (or, if less than 7,500 of the Total Plan Shares remain, such remaining amount) at the market price per share on the Trade Date; provided that in no event shall Northern sell any shares of Stock at a price that is less than the average per share closing price on the ten trading days on which Amex is open and effectuating trades immediately preceding the applicable Friday. If, consistent with ordinary principles of best execution, because of the limit price set forth in the immediately preceding sentence or for any other reason, Northern cannot sell any or all of the 7,500 shares of Stock on the Trade Date, then the amount of such shortfall shall be sold as soon as practicable on the immediately succeeding days in which the Amex is open and trades regular way following the Trade Date (“Business Day”); provided that in no event may the amount of any shortfall be sold any later than the tenth Business Day following the Trade Date. In the event that any shares of Stock are not sold within ten Business Days of the Trade Date, Northern will have no authority to sell any such shortfall on the succeeding Trade Date.

2.  Seller acknowledges and agrees that Northern will handle the above order on a best efforts basis. In the event any limit prices of orders are away from the prevailing market prices at any time, there can be no assurance that such orders will be executed in whole or in part. Seller agrees that all orders may be partially executed and will not be treated as an all or none order.

3.  Seller has deposited 60,000 shares of Stock into its specified Northern brokerage account (the “Account”). Northern shall withdraw Stock from Seller’s Account in order to effect sales of Stock under this Sales Plan. If on any day that sales are to be made under this Sales Plan the number of shares of Stock in Seller’s Account is less than the number of shares to be sold on such day, then Northern shall notify Seller promptly of such deficiency, and Seller agrees to promptly deposit into the Account the number of shares of Stock necessary to eliminate such deficiency.

 

4. Subject to Paragraph A.10., Seller agrees not to remove or transfer shares of Stock out of the Account. Upon notification pursuant to Paragraph A.10., Seller shall have the right to remove the portion of the Total Plan Shares subject to such Private Sale or Gift from Seller’s Account.

5. To the extent that any Stock remains in Seller’s Account upon termination of this Sales Plan, Northern agrees to return such Stock promptly to the Issuer’s transfer agent for relegending to the extent that such Stock would then be subject to transfer restrictions in the hands of Seller.

6. Northern will deduct its reasonable and customary commissions from the proceeds of sales of Stock under this Sales Plan, together with any other reasonable expenses incurred by Northern in connection with such sales.

7. Subject to Paragraph E.6., this Sales Plan shall become effective on March 22, 2006, and shall terminate on the earliest of the date on which the Total Plan Shares have been sold, the date this Sales Plan is terminated pursuant to Paragraph E.3., or upon notification of death of Norman C. Harbert.

8. Seller acknowledges and agrees that he does not have authority, influence or control over any sales of Stock effected by Northern pursuant to this Sales Plan, and will not attempt to exercise any authority, influence or control over such sales. Northern agrees not to seek advice from Seller with respect to the manner in which he effects sales under this Sales Plan. Seller understands that Northern shall have no discretion as to the timing of the sales of Stock.

9. Northern will notify Seller and Issuer of all transactions pursuant to customary trade confirmations that are provided in the normal course of business.

10. Seller agrees that he will notify Northern as soon as possible in the event he consummates a private sale of any portion of the Total Plan Shares to the Issuer (a “Private Sale”) or makes a bona fide gift of any portion of the Total Plan Shares (a “Gift”). Seller agrees that in the event that any sale of a portion of the Total Plan Shares by Northern pursuant to this Sales Plan, when combined with a Private Sale or a Gift, results in the sale of Stock in excess of the Total Plan Shares, Seller shall be responsible for delivering additional Stock to Northern to cover the excess number of shares sold.

11. Seller understands that Northern may not be able to effect a sale due to a market disruption or a legal, regulatory or contractual restriction applicable to Northern, an insufficient number of shares of Stock being in the Account or a pending sale under this Sales Plan causing Seller to exceed any applicable volume limitations of Rule 144 or 145 under the Securities Act of 1933 (the “Securities Act”). If any sale cannot be executed as required by Paragraph A.1. due to a market disruption, a legal, regulatory or contractual restriction applicable to Northern or any other such event, Northern shall effect such sale as promptly as practical after the cessation or termination of such market disruption, applicable restriction or other event, or, at the discretion of Northern, this Sales Plan may be terminated.

12. It is the intent of the parties that this Sales Plan comply with the requirements of Rule 10b5-1(c)(1)(i)(B) under the Securities Exchange Act of 1934 (the “Exchange Act”) and this Sales Plan shall be interpreted to comply with the requirements of Rule 10b5-1(c).

 

 

 

 

 

1. Northern agrees to conduct all sales in accordance with the manner of sale requirement of Rule 144 or 145 under the Securities Act, and in no event shall Northern effect any such sale if such sale would exceed the then applicable volume limitation under Rule 144, assuming Northern’s sales under this Sales Plan and those notified to Northern pursuant to Paragraph B.3. are the only sales subject to that limitation. Seller will be responsible for completing and filing all required Form 144s prior to the sale of any Stock covered under Rule 144. Seller agrees to promptly provide Northern with a copy of any Form 144 filing made by Seller. In the event Seller requests, and Northern agrees, in writing, to make certain Form 144 filings, Seller hereby appoints Northern as agent and attorney-in-fact to execute, file and submit, on behalf of Seller, any such required Form 144s.

2. Each such Form 144 shall state in the “Remarks” section that the sales thereunder are being made pursuant to a previously adopted plan intended to comply with Rule 10b5-1(c), shall include the date Seller adopted this Sales Plan and shall indicate that the representation regarding Seller’s knowledge of material information speaks as of the adoption date of this Sales Plan.

3. Seller agrees not to take any action that would cause the sales not to comply with Rule 144 or 145, and Seller agrees not to cause any person or entity with which Seller would be required to aggregate sales of Stock pursuant to paragraph (a)(2) or (e) of Rule 144 to take any action that would cause the sales not to comply with Rules 144 or 145. Seller will provide notice of any such transactions during the three months preceding the date hereof and may not enter into any other selling program or transaction without the prior consent of Northern.

1. Seller represents and warrants that as of the time of execution of this Sales Plan, Seller: (a) is not aware of material, nonpublic information with respect to the Issuer or any securities of the Issuer (including the Stock) and, (b) is entering into this Sales Plan in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1 under the Exchange Act or other applicable securities laws.

2. At the time of Seller’s execution of this Sales Plan, Seller has not entered into or altered a corresponding or hedging transaction with respect to the Stock. Seller agrees not to enter into any such transaction while this Sales Plan remains in effect.

3. Seller agrees to make all filings, if any, required under, and monitor his compliance with, Sections 13(d), 13(g) and 16 of the Exchange Act.

4. Except as provided in Paragraph B.1., Seller acknowledges and agrees that Northern has no duty to determine whether Seller has violated Rules 144 or 145 under the Securities Act, or Sections 13(d), 13(g) or 16 of the Exchange Act or the rules adopted by the SEC thereunder. Seller understands that this Plan in no way alters his obligations and responsibilities under Section 16, including those prohibitions against short swing profits.

5. Seller understands that there may be specific state law restrictions or limitations applicable to this Sales Plan. Seller acknowledges and agrees that Northern has not provided Seller with any tax, accounting or legal advice. Seller understands that he should seek the advice of counsel regarding this Sales Plan and the various securities and tax law issues related thereto.

 

 

SCHEDULE A

 

Communications required by the Plan shall be made to the following persons in accordance with Section E. 4. of such Plan:

 

To Client: Name: Norman C. Harbert Address: 9156 Andora Hills Road Scottsdale, Arizona 85262 Telephone: 480 ###-###-####	Copies to: Name: Diane Monteleone Address: Northern Trust 2398 E. Camelback Road Phoenix, Arizona 85016 Telephone: 602 ###-###-#### Fax: 602 ###-###-#### E-Mail: ***@***
To Issuer: Name: Thomas A. Gilbride VP - Finance Address: Hawk Corporation 200 Public Square, Suite 1500 Cleveland, OH 44114 Telephone: 216 ###-###-#### Fax: 216 ###-###-#### E-Mail: ***@***	Name: Michele Hoza Address: Kohrman Jackson & Krantz P.L.L. 1375 East 9th Street, 20th Floor Cleveland, OH 44114 Telephone: 216 ###-###-#### Fax: 216 ###-###-#### E-Mail: ***@***
To NTSI:   Primary Contact: Debra Mairs Alternate Contact: Mike Rodell Address: Northern Trust Securities, Inc. 50 S. LaSalle Street, Chicago, IL 60673 Telephone: 312 ###-###-#### Fax: 312 ###-###-#### E-Mail: ***@***

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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