exv10w18w3



 





Exhibit 10.18.3




AMENDMENT NO. 1




TO THE RPM INTERNATIONAL INC.




2004 OMNIBUS EQUITY AND INCENTIVE PLAN




     THIS AMENDMENT NO. 1 to the RPM International Inc. 2004 Omnibus Equity and Incentive 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. 2004 Omnibus Equity and
Incentive 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 any distribution
incident to the Plan, the Company shall automatically sell the number of such shares necessary to
generate sufficient proceeds to satisfy the Participant’s minimum tax liability resulting from such
distributions; and



     WHEREAS, the Company has the right, pursuant to Section 17 of the Plan to make certain
amendments thereto;



     NOW, THEREFORE, pursuant to Section 17 of the Plan and effective as of the date hereof, the
Company hereby amends the Plan as follows:



     1. Section 14 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 14 to read as follows:



“14. Satisfaction of Minimum Withholding Tax Liabilities.




     (a) In General. The Committee shall cause the Company to withhold any taxes which it
determines it is required by law or required by the terms of this Plan to withhold in connection
with any distributions incident to this Plan.




     (i) Cash Distributions. The Committee shall cause the Company to require any
withholding tax obligation arising in connection with a cash distribution (or the cash
portion of a distribution), up to the minimum required federal, state and local withholding
taxes, including payroll taxes, to be satisfied in whole or in part, with or without the
consent of the Participant or Beneficiary.




     (ii) Share Distributions. The Committee shall cause the Company to withhold
from any distribution of shares (including the portion of a distribution consisting of
shares) under this Plan an amount equal to the Participant’s or Beneficiary’s minimum
tax liability arising from such distribution. The withholding amount shall be obtained



 









 







pursuant to Section 14(b). The Participant or Beneficiary shall provide the Committee with
such Stock Powers and additional information or documentation as may be necessary for the
Committee to discharge its obligations under this Section.



     (b) Withholding from Share Distributions. With respect to a distribution of shares
pursuant to the Plan, the Committee shall cause the Company to sell the fewest number of such
shares for the proceeds of such sale to equal (or exceed by not more than that actual sale price of
a single share) the Participant’s Minimum Withholding Tax Liability resulting from such
distribution. The Committee shall withhold the proceeds of such sale for purposes of satisfying
the Participant’s Minimum Withholding Tax Liability. Notwithstanding anything contained in this
Section 14 to the contrary, the Committee shall have no obligation to withhold amounts from
distributions of shares pursuant to the exercise of Incentive Stock Options except as may otherwise
be required by law.



     (c) Delivery of Withholding Proceeds. The Committee shall cause the Company to
deliver withholding proceeds to the Internal Revenue Service and/or other taxing authority in
satisfaction of a Participant’s tax liability arising from a distribution.



     (d) Minimum Withholding Tax Liability. For purposes of this Section 14, the term
“Minimum Withholding Tax Liability” is the product of: (i) the aggregate minimum applicable
federal and applicable state and local income withholding tax rate on the date of a distribution
pursuant to the Plan; and (ii) the Fair Market Value of shares distributable to the Participant
determined as of the date of distribution.”



     IN WITNESS WHEREOF, RPM International Inc., by its duly authorized officer, has caused this
Amendment No. 1 to the RPM International Inc. 2004 Omnibus Equity and Incentive Plan Directors to
be signed effective as of September 1, 2006.



	 	 	 	 	 	 	 
	 	 	RPM INTERNATIONAL INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Ronald A. Rice 	 	 
	 

	 	 	 	Ronald A. Rice
	 	 
	 
	 

	 	Its:
	 	Senior Vice President — Administration	 	 
	 

	 	 	 	
	 	 







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