Hawk Audit Committee Charter (K0064139;5)

HAWK CORPORATION AUDIT COMMITTEE CHARTER Organization This Charter governs the operations of the Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of Hawk Corporation (“Hawk” or the “Company”). The Board shall appoint a Committee of at least three members at the Board of Directors meeting immediately following the annual meeting of shareholders to serve until the next annual meeting of shareholders or until their successors shall be duly elected and qualified, consisting entirely of independent directors of the Board, and shall designate one member as chairperson or delegate the authority to designate a chairperson to the Committee. For purposes hereof, members of the Committee shall be considered independent as long as they: • Satisfy the independence requirements for members of the Board as defined for purposes of applicable federal securities laws, including Section 10A(m)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the rules of the Securities and Exchange Commission (the “SEC”), including 10A-3 of the Exchange Act and the listing standards of the American Stock Exchange (“Amex”) or other applicable listing standards; • Do not accept directly or indirectly any consulting, advisory, or other compensatory fee from Hawk or any of its subsidiaries, other than director fees (including Board committee fees) and fixed compensation under a retirement plan for prior service with Hawk, as ...