This excerpt taken from the HWK DEF 14A filed Apr 17, 2009.
Change in Control Agreements
In August 2006, and
amended in December 2008, Mr. DiSantis, Mr. Gilbride and Mr. Levanduski each
entered into our executive officer change in control agreement which provides
severance benefits if the executive officers employment is terminated following
a change of control, as defined in the agreement. These change in control
agreements are meant to induce
the continued employment of our executive officers and to enhance their loyalty and performance by providing them with compensation and benefits in the event a change in control of Hawk occurs.
These severance benefits will only be paid if the termination of employment occurs within three years following a change in control and the termination was a qualifying termination, as defined in each agreement. If these conditions are met, each executive officer will be entitled to receive severance payments based on the prior two year average of each executives base salary and bonus paid multiplied by 2.99 and medical benefits for a period of three years. In addition, vesting of the executives outstanding equity awards will be accelerated. The agreement precludes the executive officer from competing with us, as an employee or otherwise, for a period of one year following the termination of employment, however caused.