HWK » Topics » Director Independence

This excerpt taken from the HWK DEF 14A filed Apr 17, 2009.

Director Independence

Mr. Kemp is one of the managing partners of Kemp Partners LLC, a consulting firm that provided services to Hawk in 2008.  For these services, Kemp Partners received $90,000 and customary business travel and expense reimbursements from us in 2008.  Mr. Kemp’s son, James Kemp, is also a managing partner of Kemp Partners.  Based on the amount of fees paid to Kemp Partners, and the amount of these fees to which Mr. Kemp and his son would be entitled as managing partners of Kemp Partners, the board of directors, excluding Mr. Kemp, determined that the existence of the consulting agreement between Hawk and Kemp Partners would not interfere with the ability of Mr. Kemp to exercise independent judgment and Mr. Kemp is










independent pursuant to applicable laws and regulations and the listing standards of NYSE Amex.    

The board of directors further determined and confirmed that each of Mr. Berlin, Mr. Bishop, Mr. Marabito and Mr. Moore do not have a material relationship with Hawk that would interfere with the exercise of independent judgment and are independent pursuant to applicable laws and regulations and the listing standards of NYSE Amex.

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