Exhibit 10.7
AMENDMENT NO. 1
TO
RPM, INC. 401(K) TRUST AND PLAN
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This Amendment No. 1 is executed as of the date set forth below by RPM,
Inc. (hereinafter called the "Company");
WITNESSETH:
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WHEREAS, the Company maintains the RPM, Inc. 401(k) 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
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. Sections 7.7 and 7.8 of the Trust and Plan are hereby amended by the
deletion of said Sections 7.7 and 7.8 and the substitution in lieu thereof of
the following:
7.7 MAINTENANCE OF PRE-TAX CONTRIBUTION STOCK FUND.
The Trustee shall maintain a Pre-Tax Contribution Stock Fund
within the Trust Fund. Prior to June 1, 1996, pre-tax 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 pre-tax
contributions that were made in cash and used to purchase Shares shall
continue to be held and invested in the Pre-Tax Contribution Stock Fund,
subject to the diversification provisions of Section 7.15 hereof. On and
after June 1, 1996 and prior to October 1, 2002, Accountholders were no
longer permitted to direct the investment of amounts credited to their
Pre-Tax Accounts into the Pre-Tax Contribution Stock Fund.
On and after October 1, 2002, an Accountholder may, in accordance with
Section 7.16 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.
7.8 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
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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 7.15 hereof.
On and after October 1, 2002, an Accountholder may, in accordance with
Section 7.16 hereof, direct that the matching contributions made on his
behalf be held and invested in the Matching Contribution Stock Fund.
3. Section 7.10 of the Trust and Plan is hereby deleted and the following
is substituted therefor:
7.10 [RESERVED]
4. Section 7.15 of the Trust and Plan is hereby amended by the deletion of
said Section 7.15 and the substitution in lieu thereof of the following:
7.15 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 7.16 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.
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5. Article 7 of the Trust and Plan is hereby amended by the addition
thereto of a new Section 7.16 to read as follows:
7.16 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 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 7.15 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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