exv10w17w1



 





Exhibit 10.17.1




AMENDMENT NO. 1




TO THE RPM INTERNATIONAL INC.




2003 RESTRICTED STOCK PLAN FOR DIRECTORS




     THIS AMENDMENT NO. 1 to the RPM International Inc. 2003 Restricted Stock Plan for Directors 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. 2003 Restricted Stock
Plan for Directors (hereinafter known as the “Plan) for the benefit of certain of its directors;
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
minimum 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 8.2 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 8.2 to read as follows:





          “8.2 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 the Plan
within an



 









 







administratively practicable time after the lapse of restrictions. 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 Article 14, the Company or
the escrow agent (as the case may be) shall sell the fewest number of shares of Common Stock
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 share of Common Stock)
the Grantee’s minimum tax liability determined by multiplying (A) the aggregate minimum
marginal federal and applicable state and local income tax rates on the date of the lapse of
restrictions; by (B) the total number of shares of Common Stock 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.”



2









 






          IN WITNESS WHEREOF, RPM International Inc., by its duly authorized officer, has caused this
Amendment No. 1 to the RPM International Inc. 2003 Restricted Stock Plan for 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	 	 
	 

	 	 	 	 	 	 







3