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RPM INTERNATIONAL INC. 1997
RESTRICTED STOCK PLAN
THIS SEVENTH
AMENDMENT to the RPM International Inc. 1997 Restricted Stock Plan
is executed by RPM International Inc. (hereinafter referred to as
the “Company”) as of the date set forth
below.
WHEREAS, the
Company adopted and maintains the RPM International Inc. 1997
Restricted Stock Plan (hereinafter referred to as the
“Plan”) for the benefit of certain of its employees and
certain employees of the Company’s subsidiaries;
and
WHEREAS, although
the Plan by its terms has lapsed, there remain outstanding awards
under the Plan; and
WHEREAS, it is the
desire of the Company to assure that the Plan and the awards
thereunder meet the requirements for exemption from coverage under
Section 409A of the Internal Revenue Code; and
WHEREAS, final
regulations under Section 409A, which become effective
January 1, 2009, provide that restricted stock will not be
deferred compensation under Section 409A as long as there is
no deferral of the property upon lapse of the restrictions;
and
WHEREAS, final
regulations under 409A further provide that deferred compensation
that was earned and vested as of December 31, 2004, is exempt
from coverage under Section 409A, so that any deferrals of
restricted stock made prior to December 31, 2004 are not
subject to Section 409A; and
WHEREAS, the
Company has determined to eliminate certain provisions of the Plan
that permit the deferral of certain Shares into the RPM
International Inc. Deferred Compensation Plan;
NOW, THEREFORE,
pursuant to Section 8 of the Plan, the Company hereby amends
the Plan as follows:
1. Effective
as of June 1, 2006, Section 5.1 of the Plan is amended by
the deletion of said Section 5.1 in its entirety and the
substitution of a new Section 5.1 to read as
follows:
“5.1 The
Shares shall not be sold, transferred or otherwise disposed of and
shall not be pledged or otherwise hypothecated (and any such sale,
transfer or other disposition, pledge or other hypothecation being
hereinafter referred to as ‘to dispose of’ or a
‘disposition’) until the earliest of (a) the later
of either the employee’s termination of employment with the
Company and any of its subsidiaries or the lapse of the right of
the Company to a return of such Shares pursuant to Section 5.2
below; (b) a change in control that occurs with respect to the
Company; or (c) the termination of the Plan. Notwithstanding
the foregoing, but subject to the terms, conditions and
restrictions specified under this Plan, after the date that a
participant’s Shares become nonforfeitable in accordance with
Article 5 or Article 6, the Company or the escrow agent
(as the case may be) shall sell the fewest number of such Shares
with respec
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