RPM INTERNATIONAL INC. 2004
OMNIBUS EQUITY AND INCENTIVE PLAN
PERFORMANCE-CONTINGENT
RESTRICTED STOCK (PCRS)
AND ESCROW AGREEMENT
THIS
PERFORMANCE-CONTINGENT RESTRICTED STOCK AND ESCROW AGREEMENT (the
“Agreement”), is entered into as of this 16
th day of July, 2007 (the “Effective
Date”), by and between RPM International Inc., a Delaware
corporation (the “Company”), and «NAME» (the
“Grantee”).
WHEREAS, the
Compensation Committee of the Board of Directors (the
“Compensation Committee”) administers the RPM
International Inc. 2004 Omnibus Equity and Incentive Plan (the
“Plan”); and
WHEREAS, the
Committee has determined to award the Grantee Shares of PCRS, the
vesting of which is contingent upon attainment of performance goals
set forth in Exhibit A hereto; and
WHEREAS, the
Compensation Committee has determined that the award of PCRS will
be subject to the terms and conditions set forth in this
Agreement;
NOW, THEREFORE,
the Company and the Grantee agree as follows:
1.
Definitions . Unless otherwise specified in this Agreement,
capitalized terms shall have the meanings attributed to them under
the Plan.
2. Grant
of Restricted Stock . As of the Effective Date, the Company
grants to the Grantee, upon the terms and conditions set forth in
this Agreement and subject to the restrictions in Section 3,
«SHARES» («NO») shares of Common Stock, par
value $.01 per share, of RPM International Inc. (“Restricted
Stock”). The Restricted Stock is granted in accordance with,
and subject to, all the terms, conditions and restrictions of the
Plan, which is hereby incorporated by reference in its entirety.
The Grantee irrevocably agrees to, and accepts, the terms,
conditions and restrictions of the Plan and this Agreement on his
own behalf and on behalf of any heirs, successors and
assigns.
3.
Restrictions on Stock . Except as otherwise provided in
Sections 4 and 14, the Grantee cannot sell, transfer, assign,
hypothecate or otherwise dispose of the Restricted Stock or pledge
it as collateral for a loan. In addition, the Restricted Stock will
be subject to such other restrictions as the Compensation Committee
deems necessary or appropriate.
4. Lapse
of Restrictions on Stock . The restrictions described in
Section 3 shall lapse and be of no further force or effect
with respect to that percentage of shares that is equal to
the
1
Grantee’s
Vested Interest percentage as determined by the Compensation
Committee in its sole and exclusive discretion, pursuant to
Section 8. The number of shares to which the restrictions
shall lapse shall be rounded up to the nearest whole number of
shares.
5.
Forfeiture . Except as otherwise provided in Sections 6
and 7, the Grantee will forfeit any interests in the Restricted
Stock (i) if his or her employment with the Company, a
Subsidiary or Allied Enterprise terminates before the third
anniversary of the Effective Date or (ii) with respect to that
percentage of the Restricted Stock that is determined not to be
vested by the Compensation Committee in its sole and exclusive
discretion, pursuant to Section 8.
6.
Termination of Employment .
(a) Death or
Total Disability . If the Grantee dies or becomes totally
disabled (within the meaning of the Company’s group long-term
disability plan) while an employee of the Company, its Subsidiaries
or Allied Enterprises or within thirty (30) days of the
Grantee’s having ceased to be such an employee by reason of
discharge and prior to the third anniversary of the Effective Date,
the Compensation Committee may provide in its sole and exclusive
discretion that the Grantee (or his or her Beneficiary or
Beneficiaries) shall have a Vested Interest in all or a portion of
the Restricted Stock. The Compensation Committee shall determine in
its sole and exclusive discretion whether the Grantee’s
employment with the Company, its Subsidiaries and Allied
Enterprises has terminated because of his or her total disability
(as defined in the Company’s group long-term disability
plan).
(b) Reasons
Other Than Death or Total Disability . If the Compensation
Committee determines in its sole and exclusive discretion that the
Grantee’s employment with the Company, its Subsidiaries and
Allied Enterprises has terminated prior to the third anniversary of
the Effective Date for reasons other than those described in
subsection (a) above, the Grantee will forfeit and shall return to
the Company or a third party designated by the Company all
Restricted Stock subject to this Agreement. The Grantee will have
no further interests under this Agreement after such a termination
of employment.
7. Change
in Control . If a Change in Control as defined in the Plan has
occurred or an event has occurred that the Board of Directors, in
the good faith exercise of its discretion, determines to be a
Change in Control prior to the third anniversary of the Effective
Date, the Grantee’s Vested Interest in the Restricted Stock
will immediately become 100%, the restrictions described in
Section 3 will immediately lapse and the shares of stock will
become payable as soon as practicable thereafter, subject to the
requirements of Section 10. Notwithstanding the foregoing, in
the event of a Change in Control, the Compensation Committee may
provide for payment of the Grantee’s interests in the Plan in
cash rather than shares of stock.
8. Vested
Interest . If the Grantee continues to be an employee of the
Company, its Subsidiaries or Allied Enterprises from the Effective
Date until the third anniversary of the Effective Date and the
performance goals set forth on Exhibit A are met, his or her
Vested Interest percentage will be determined as set forth on
Exhibit A. Except as provided for in
2
Sections 6
and 7 above, if the Grantee does not continue to be an employee of
the Company, its Subsidiaries or Allied Enterprises until the third
anniversary of the Effective Date, his or her Vested Interest will
be 0% and he will immediately forfeit the Restricted Stock as
provided in Section 5. So long as the Grantee shall continue
to be an employee of the Company, a Subsidiary or Allied
Enterprise, he or she shall not be considered to have
experienced
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