Exhibit 10.8
AMENDMENT NO. 1
TO
RPM, INC. UNION 401(K) RETIREMENT SAVINGS TRUST AND PLAN
This Amendment No. 1 is executed as of the date set forth below by RPM,
Inc. (hereinafter called the "Company");
WITNESSETH:
WHEREAS, the Company maintains the RPM, Inc. Union 401(k) Retirement
Savings Trust and Plan (hereinafter called the "Trust and Plan") for the benefit
of certain eligible employees of Participating Companies; and
WHEREAS, it is the desire of the Company to amend the Trust and Plan to
reflect that future matching contributions will be made in cash rather than
Company stock, to permit Participants to direct the investment of a portion of
future employee and matching contributions in Company stock and to permit
Accountholders to transfer amounts out of the Pre-Tax Contribution Stock Fund
and Matching Contribution Stock Fund into other investment funds; and
WHEREAS, the Company reserved the right to amend the Trust and Plan
pursuant to Section 21.1 thereof;
NOW, THEREFORE, pursuant to Section 21.1 of the Trust and Plan, the
Company hereby amends the Trust and Plan, effective as of October 1, 2002, as
follows:
1. Section 5.3 of the Trust and Plan is hereby amended by the
deletion of said Section 5.3 and the substitution in lieu thereof of the
following:
5.3 PAYMENT TO THE TRUSTEE.
The Participating Companies shall make the
contributions specified in Sections 5.1 and 5.2 hereof to the Trustee
in cash not later than the last day upon which
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the Participating Company may make a contribution under this Trust and
Plan and secure under the Code a deduction of such contribution in the
computation of its Federal income taxes for the Taxable Year for which
such contribution is made.
2. Section 7.7 of the Trust and Plan is hereby amended by the
deletion of said Section 7.7 and the substitution in lieu thereof of the
following:
7.7 MAINTENANCE OF MATCHING CONTRIBUTION STOCK FUND. The
Trustee shall maintain a Matching Contribution Stock
Fund within the Trust Fund. Prior to October 1, 2002, matching
contributions made by the Participating Companies on a
Participant's behalf and contributed to the Trust and Plan
pursuant to the provisions of the Trust and Plan at such time
and all dividends and other amounts attributable to such
matching contributions that were made in Shares or made in
cash and used to purchase Share shall continue to be held and
invested in the Matching Contribution Stock Fund, subject to
the diversification provisions of Section 7.14 hereof.
On and after October 1, 2002, an Accountholder may,
in accordance with Section 7.17 hereof, direct that the
matching contributions made on his behalf be held and invested
in the Matching Contribution Stock Fund.
3. Section 7.9 of the Trust and Plan is hereby deleted and the
following is substituted therefor:
7.9 [RESERVED]
4. Section 7.14 of the Trust and Plan is hereby amended by the
deletion of said Section 7.14 and the substitution in lieu thereof of the
following:
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7.14 DIVERSIFICATION OF INVESTMENTS.
An Accountholder may elect to sell the Shares, if
any, credited to his Pre-Tax Contribution Stock Fund or Matching
Contribution Stock Fund at any time and to direct the investment of the
proceeds from such sale into any other investment fund established
hereunder. Any such direction shall be made in accordance with the
provisions of this Article 7. Accountholders may not elect to invest in
Shares in any investment fund hereunder except as permitted in Section
7.17 below. Accountholders may not elect to invest in Shares through
the Pre-Tax Contribution Stock Fund or Matching Contribution Stock Fund
by transferring amounts from other investment funds into said stock
funds.
5. Article 7 of the Trust and Plan is hereby amended by the addition
thereto of a new Sections 7.16 and 7.17 to read as follows:
7.16 MAINTENANCE OF PRE-TAX CONTRIBUTION STOCK FUND.
The Trustee shall maintain a Pre-Tax Contribution
Stock Fund within the Trust Fund. On and after October 1, 2002, an
Accountholder may, in accordance with Section 7.17 hereof, direct that
a portion of the pre-tax contributions made on his behalf be held and
invested in the Pre-Tax Contribution Stock Fund.
7.17 PROCEDURES FOR DIRECTION OF INVESTMENT IN COMPANY
STOCK FUNDS.
On and after October 1, 2002, an Accountholder may
direct the Trustee to invest up to twenty percent (20%) of his pre-tax
and matching contributions made to the Trust and Plan in the Pre-Tax
Contribution Stock Fund and Matching Contribution Stock Fund. An
Accountholder may only invest in Shares through the Pre-Tax
Contribution Stock Fund and Matching Contribution Stock Fund for
pre-tax and matching
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contributions made on or after October 1, 2002. All such directions
shall be deemed to be continuing directions until they shall have been
changed. Any such changes shall be made in accordance with the
provisions of Sections 7.4 and 7.5 hereof. Amounts invested and held in
the Pre-Tax Contribution Stock Fund and the Matching Contribution Stock
Fund, pursuant to this Section, shall be subject to the diversification
requirements of Section 7.14 hereof.
IN WITNESS WHEREOF, the Company, by its duly authorized officers, has
executed this Amendment No. 1 this 27th day of August, 2002.
RPM, Inc.
("Company")
By: /s/ Ronald Rice
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And: /s/ Keith R. Smiley
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