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Exhibit 10.2.1
AMENDMENT TO AMENDED EMPLOYMENT AGREEMENT
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THIS AMENDMENT is made and entered into on this 17th day
of July, 1996 at Medina, Ohio, by and between RPM, INC.
(hereinafter referred to as the "Company") and JAMES A. KARMAN
(hereinafter referred to as "Karman"):
W I T N E S S E T H:
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WHEREAS, Karman is considered a key employee of the
Company; and
WHEREAS, Karman and the Company entered into a certain Amended
Employment Agreement, dated as of July 22, 1981 and last amended as of July 18,
1995 (the "Employment Agreement"), to insure Karman's continued employment with
the Company; and
WHEREAS, it is the desire of the Company and Karman to
amend the Employment Agreement in accordance with the terms hereof;
and
WHEREAS, Paragraph 12 of the Employment Agreement requires
that any such Amendment be in writing and properly executed;
NOW, THEREFORE, in consideration of the premises and the
mutual understandings of the parties, IT IS AGREED, as follows:
1. EMPLOYMENT TERM. Paragraph 1 of the Employment
Agreement shall be deleted in its entirety and amended and restated
to provide in its entirety as follows:
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TERM OF EMPLOYMENT. The Company hereby agrees to
continue to employ Karman, and Karman hereby agrees to
continue to serve the Company, on the terms and conditions set
forth herein for the period commencing retroactive to June 1,
1996 (the "Effective Date"), and expiring on the fifth
anniversary of the Effective Date (unless sooner terminated as
hereinafter set forth).
2. COMPENSATION. Paragraph 4(a) of the Employment
Agreement shall be deleted in its entirety and amended and restated
to provide in its entirety as follows:
BASE SALARY. Karman shall receive a base salary at
the rate of not less than Five Hundred Ninety Thousand Dollars
($590,000) per annum ("Base Salary"), payable in substantially
equal monthly installments at the end of each month during the
period of Karman's employment hereunder. It is contemplated
that annually in July of each year the Compensation Committee
of the Board of Directors will review Karman's Base Salary and
other compensation during the period of his employment
hereunder and, at the discretion of the Compensation
Committee, it may increase his Base Salary and other
compensation based upon his performance, then generally
prevailing industry salary scales, the Company's results of
operations, and other relevant factors. Any increase in Base
Salary or other compensation shall in no way limit or reduce
any other obligation of the Company hereunder and, once
established at an increased specified rate, Karman's Base
Salary hereunder shall not be reduced without his written
consent.
3. EFFECTIVE DATE. The effective date of this
Amendment shall be June 1, 1996, and as such, the increase in compensation set
forth in Paragraph 2 shall be retroactively applied.
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IN WITNESS WHEREOF, the parties have executed this
Amendment to the Employment Agreement on the date and at the place
first above written.
IN THE PRESENCE OF: RPM, INC.
By: /s/ Thomas C. Sullivan
____________________________ ________________________________
Thomas C. Sullivan, Chairman
and Chief Executive Officer
And: /s/ Paul A. Granzier
_______________________________
Paul A. Granzier, Secretary
The "Company"
/s/ James A. Karman
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James A. Karman
"Karman"
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