EXHIBIT 10.13.2
AMENDMENT NO. 2
TO THE RPM INTERNATIONAL INC.
2002 PERFORMANCE ACCELERATED RESTRICTED STOCK PLAN
THIS AMENDMENT NO. 2 to the RPM International Inc. 2002 Performance
Accelerated Restricted Stock Plan is executed by RPM International Inc.
(hereinafter known as the "Company") as of the date set forth below.
WITNESSETH:
WHEREAS, RPM International Inc. maintains the RPM International Inc.
2002 Performance Accelerated Restricted Stock Plan (hereinafter known as the
"Plan) for the benefit of certain of its employees and certain employees of
affiliated companies; and
WHEREAS, it is the desire of the Company to amend the Plan so that,
upon lapse of restrictions on restricted stock awarded thereunder, the Company
or the escrow agent shall automatically sell the number of such shares necessary
to generate sufficient proceeds to satisfy the grantee's projected tax liability
resulting from the lapse of restrictions; and
WHEREAS, the Company has the right, pursuant to Section 12.1 of the
Plan, to make certain amendments thereto;
NOW, THEREFORE, pursuant to Section 12.1 of the Plan and effective as
of the date hereof, the Company hereby amends the Plan as follows:
1. Section 2.20 of the Plan is hereby amended by the deletion of said
section in its entirety and the substitution in lieu thereof of a new Section
2.20 to read as follows:
"2.20 Stock Power. The words `Stock Power' shall mean a power
of attorney executed by an Eligible Employee and delivered to the
Company which authorizes the
Company to transfer ownership of Restricted Stock or Common Shares from
the Grantee to the Company or a third party."
2. Section 6.2 of the Plan is hereby amended by the deletion of said
section in its entirety and the substitution in lieu thereof of a new Section
6.2 to read as follows:
"6.2 Restricted Stock Agreements. The granting of Restricted
Stock to an Eligible Employee under this Plan shall be contingent on
such Eligible Employee executing a Restricted Stock Agreement in the
form prescribed by the Committee. Each Restricted Stock Agreement
shall: (i) indicate the number of shares of Restricted Stock which will
be granted to the Eligible Employee; (ii) include provisions reflecting
the transfer restrictions imposed upon Restricted Stock under this Plan
and the provisions for lapse of those restrictions under this Plan;
(iii) include provisions requiring the sale of shares of Restricted
Stock to satisfy the Grantee's projected federal, state and local
income tax liability arising from lapse of restrictions on such shares;
and (iv) include any other terms, conditions or restrictions the
Committee deems necessary or appropriate. The Committee may solicit the
recommendation of the Company's Chief Executive Officer in determining
the number of shares of Restricted Stock which shall be allocated to an
Eligible Employee."
3. Section 6.3 of the Plan is hereby amended by the deletion of said
section in its entirety and the substitution in lieu thereof of a new Section
6.3 to read as follows:
"6.3 Stock Power. The Committee shall require Eligible
Employees to execute and deliver to the Company one or more Stock
Powers in blank with respect to Restricted Stock granted to such
Eligible Employees. The Committee may, in its sole discretion,
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deposit Restricted Stock certificates with an escrow agent in
accordance with Article X. Alternatively, the Company may retain
possession of the Restricted Stock certificates."
4. Section 8.4 of the Plan is hereby amended by the deletion of said
section in its entirety and the substitution in lieu thereof of a new Section
8.4 to read as follows:
"8.4 Mandatory Sale of Shares of Restricted Stock to Satisfy
Grantee's Tax Obligations. The Committee shall notify a Grantee of the
lapse of restrictions on shares of Restricted Stock awarded to him or
her under this Article VIII within an administratively practicable time
after the lapse of restrictions. Subject to the terms, conditions and
restrictions specified under this Plan, and provided that the Grantee
has not surrendered such shares of Restricted Stock at least six (6)
months before the date of the lapse of restrictions in accordance with
Section 14.2, the Company or the escrow agent (as the case may be)
shall sell the fewest number of Common Shares with respect to which
restrictions have lapsed necessary for the proceeds of such sale to
equal (or exceed by not more than the actual sale price of a single
Common Share) the Grantee's projected tax liability determined by
multiplying (A) the aggregate maximum marginal federal and applicable
state and local income tax rates on the date of the lapse of
restrictions; by (B) the total number of Common Shares with respect to
which restrictions have lapsed. The Company or the escrow agent (as the
case may be) shall withhold the proceeds of such sale for purposes of
satisfying the Grantee's federal, state and local income taxes
resulting from the lapse of restrictions. Prior to any such sale, the
Committee shall cause new certificates for such shares to be issued,
with any legend making reference to the restrictions imposed hereunder
removed. The Grantee shall provide the Committee, the Company and/or
the escrow agent with such Stock Powers
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and additional information or documents as may be necessary for the
Committee, the Company and/or the escrow agent to discharge their
obligations under this Section."
5. Article VIII of the Plan is hereby amended by the addition of a new
Section 8.5 to read as follows:
"8.5 Delivery of Restricted Stock Upon Lapse of Restrictions.
As promptly as practicable following a determination by the Committee
that Performance Goals have been satisfied or a lapse of restrictions
pursuant to Section 8.1, the Committee shall cause certificates for all
Restricted Stock, which certificates have been in the physical custody
of the Company or an escrow agent, to be issued to the appropriate
Grantees, with any legend making reference to the various restrictions
imposed hereunder removed. In addition, the Committee shall cause the
Company or escrow agent to deliver the proceeds of the sale of Common
Shares pursuant to Section 8.4 to the Internal Revenue Service and/or
other taxing authority in satisfaction of the Grantee's tax liability,
arising from the issuance of the certificates."
6. Section 9.5 of the Plan is hereby amended by the deletion of said
section in its entirety and the substitution in lieu thereof of a new Section
9.5 to read as follows:
"9.5 Mandatory Sale of Shares of Restricted Stock to Satisfy
Grantee's Tax Obligations. The Committee shall notify a Grantee of the
lapse of restrictions on shares of Restricted Stock awarded to him or
her under this Article IX within an administratively practicable time
after the lapse of restrictions. Subject to the terms, conditions and
restrictions specified under this Plan, and provided that the Grantee
has not surrendered such shares of Restricted Stock at least six (6)
months before the date of the lapse of restrictions in accordance with
Section 14.2, the Company or the escrow
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agent (as the case may be) shall sell the fewest number of Common
Shares with respect to which restrictions have lapsed necessary for the
proceeds of such sale to equal (or exceed by not more than the actual
sale price of a single Common Share) the Grantee's projected tax
liability determined by multiplying (A) the aggregate maximum marginal
federal and applicable state and local income tax rates on the date of
the lapse of restrictions; by (B) the total number of Common Shares
with respect to which restrictions have lapsed. The Company or the
escrow agent (as the case may be) shall withhold the proceeds of such
sale for purposes of satisfying the Grantee's federal, state and local
income taxes resulting from the lapse of restrictions. Prior to any
such sale, the Committee shall cause new certificates for such shares
to be issued, with any legend making reference to the restrictions
imposed hereunder removed. The Grantee shall provide the Committee, the
Company and/or the escrow agent with such Stock Powers and additional
information or documents as may be necessary for the Committee, the
Company and/or the escrow agent to discharge their obligations under
this Section."
7. Article IX of the Plan is hereby amended by the addition of a new
Section 9.6 to read as follows:
"9.6 Delivery of Restricted Stock Upon Lapse of Restrictions.
As promptly as practicable following the occurrence of any of the
events described in Sections 9.2 through 9.4, the Committee shall cause
certificates for all Restricted Stock, which certificates have been in
the physical custody of the Company or an escrow agent, to be issued to
the appropriate Grantees, with any legend making reference to the
various restrictions imposed hereunder removed. In addition, the
Committee shall cause the Company or escrow agent to deliver the
proceeds of the sale of Common Shares pursuant
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to Section 9.5 to the Internal Revenue Service and/or other taxing
authority in satisfaction of the Grantee's tax liability, arising from
the issuance of the certificates. In the event of a Grantee's
Termination of Employment by reason of death, certificates shall be
delivered to the Grantee's Beneficiary, as determined in accordance
with Article XI."
IN WITNESS WHEREOF, RPM International Inc., by its duly authorized
officer, has caused this Amendment No. 2 to the RPM International Inc. 2002
Performance Accelerated Restricted Stock Plan to be signed this 7th day of
October, 2003.
RPM INTERNATIONAL INC.
By: /s/ Ronald A. Rice
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Its: Senior Vice President
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