exv10w6w3



 





Exhibit 10.6.3




June 1, 2007




Mr. Thomas C. Sullivan

Chairman of the Board

RPM International Inc.

P. O. Box 777

Medina, OH 44258



RE: Extension to Post-Retirement Consulting Agreement



Dear Tom:



As you are aware, on June 1, 2005, you entered into a Post-Retirement Consulting Agreement (the
“Consulting Agreement”) with RPM International Inc. (“RPM” or the “Company”). The Consulting
Agreement provided that for the twenty-four (24) month period (June 1, 2005 through May 31, 2007),
you would utilize your industry experience and business relationships to assist in corporate
development related activities including identifying acquisition opportunities, as may be requested
from time-to-time by the Company.



Whereas the Consulting Agreement is expiring and the Compensation Committee has recognized that
your services to the Company in the corporate development area, particularly your work in
identifying and introducing to the Company possible merger and acquisition candidates and assisting
in the consummation of such transactions, have been very beneficial to the Company’s success.
Therefore, since the Committee further recognizes that retaining your continued services as a
consultant brings meaningful value to the Company and its stockholders, the Company would like to
extend the consulting period for an additional one year period from June 1, 2007 to May 31, 2008
(the “Extension Period”). Given the material benefits to RPM, the Company has agreed to the
following compensation and benefits and structure for the Extension Period:





	1.	 	No Employment Relationship — As you are aware, you have not been an employee of the
Company since the date of your retirement on January 1, 2003. Accordingly, you are not
entitled to participate in the Company’s Benefit Plans, except as required by law, the terms
of the Benefit Plans, or as provided for during the Extension Period (see below).




 









 











6/01/07

Page 2





	2.	 	Consulting Services – During the twelve (12) month Extension Period, the Company will
pay you a gross amount of $25,000 per month for your services as a consultant. Specifically,
you agree to continue to utilize your industry experience and business relationships to assist
in corporate development related activities including identifying acquisition opportunities,
as may be requested from time-to-time by the Company. You also acknowledge that from
time-to-time you will be required to travel internationally in connection with the performance
of your consulting services. In addition, during the Extension Period, you will also be
entitled to the following benefits at the Company’s sole cost and expense:






	 	a.	 	Use of reasonable off-site office space;
	 
	 	b.	 	Use of a part-time administrative assistant;
	 
	 	c.	 	Continued use of your current company car;
	 
	 	d.	 	Continued coverage under the Company’s Health Insurance Plan for you and your eligible
dependent;
	 
	 	e.	 	Continued payment of the standard monthly membership dues during the Extension Period
for one country club, and the membership dues for The Union Club; and
	 
	 	f.	 	Continuation of financial planning services, as currently provided.




The Company believes the arrangements described above provide RPM and its management team with
continued access to your unique knowledge, insights, experience and industry relationships. This
letter constitutes the entire agreement concerning this subject matter and supersedes all prior and
contemporaneous agreements, if any.




Sincerely yours,




RPM International Inc.




/s/ Ronald A. Rice




Ronald A. Rice

Executive Vice President and

Chief Operating Officer






	 	 	 
	cc:

	 	Compensation Committee
	 

	 	Frank C. Sullivan
	 

	 	P. Kelly Tompkins
	 
	 	 
	 





I HAVE READ, UNDERSTAND AND ACCEPT ALL OF THE TERMS AND
CONDITIONS AS SET FORTH IN THIS LETTER AGREEMENT.




	 	 	 	 	 
	/s/ Thomas C. Sullivan

	 	6/1/07
	 	 
	 

	 	 	 	 
	Thomas C. Sullivan

	 	Date
	 	 
	 
	 	 	 	 
	/s/ Janet L. Corrigan

	 	6/1/07
	 	 
	 

	 	 	 	 
	(Witness)

	 	Date