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Exhibit 10.4.1
AMENDMENT TO EMPLOYMENT AGREEMENT
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THIS AMENDMENT is made and entered into on this 15th day of
July, 1998 at Medina, Ohio, by and between RPM, INC. (hereinafter referred to as
the "Company") and ______________ (hereinafter referred to as "______"):
W I T N E S S E T H:
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WHEREAS, _____ is considered a key employee of the Company;
and
WHEREAS, ______ and the Company entered into a certain
Employment Agreement, originally dated as of ___________ (the "Employment
Agreement"), to insure ________'s continued employment with the Company; and
WHEREAS, it is the desire of the Company and ________ to amend
the Employment Agreement in accordance with the terms hereof; and
WHEREAS, Paragraph 11 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 ________, and ______ hereby agrees to
continue to serve the Company, on the terms and conditions set
forth herein for the period commencing retroactive to June 1,
1998 (the "Effective Date"), and expiring on July 31, 1999
(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. ______ shall receive a base salary at
the rate of not less than _________________ Dollars
($_________) per annum ("Base Salary"), payable in
substantially equal monthly installments at the end of each
month during the period of _______'s employment hereunder. It
is contemplated that annually in July of each year the
Compensation Committee of the Board of Directors will review
_______'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, _________'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, 1998, 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:
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Thomas C. Sullivan, Chairman
and Chief Executive Officer
And:
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P. Kelly Tompkins, Secretary
The "Company"
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