exv10w16w3



 





Exhibit 10.16.3




AMENDMENT NO. 3




TO THE RPM INTERNATIONAL INC.




2002 PERFORMANCE ACCELERATED RESTRICTED STOCK PLAN




     THIS AMENDMENT NO. 3 to the RPM International Inc. 2002 Performance Accelerated Restricted
Stock 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. 2002 Performance
Accelerated Restricted Stock 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 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 6.2 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 6.2 to read as follows:




     “6.2 Restricted Stock Agreements. The granting of Restricted Stock to an
Eligible Employee under this Plan shall be contingent on such Eligible Employee



 









 






executing a Restricted
Stock Agreement in the form prescribed by the Committee. Each Restricted Stock Agreement
shall: (i) indicate the number of shares of Restricted Stock which will be granted to the
Eligible Employee; (ii) include provisions reflecting the transfer restrictions imposed upon
Restricted Stock under this Plan and the provisions for lapse of those restrictions under
this Plan; (iii) include provisions requiring the sale of shares of Restricted Stock to
satisfy the Grantee’s minimum federal, state and local income tax liability arising from
lapse of restrictions on such shares; and (iv) include any other terms, conditions or
restrictions the Committee deems necessary or appropriate. The Committee may solicit the
recommendation of the Company’s Chief Executive Officer in determining the number of shares
of Restricted Stock which shall be allocated to an Eligible Employee.”



     2. Section 8.4 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 8.4 to read as follows:




     “8.4 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 this Article VIII within an
administratively practicable time after the lapse of restrictions. Subject to the terms,
conditions and restrictions specified under this Plan, and 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 Section 14.2, the Company or the escrow agent (as
the case may be) shall sell the fewest number of Common Shares 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 Common Share) the Grantee’s



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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 Common Shares 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.”



     3. Section 9.5 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 9.5 to read as follows:




     “9.5 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 this Article IX within an
administratively practicable time after the lapse of restrictions. Subject to the terms,
conditions and restrictions specified under this Plan, and 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 Section 14.2, the Company or the escrow
agent (as the case may be) shall sell the fewest number of Common Shares 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 Common Share) the Grantee’s



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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 Common Shares 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.”



     IN WITNESS WHEREOF, RPM International Inc., by its duly authorized officer, has caused this
Amendment No. 3 to the RPM International Inc. 2002 Performance Accelerated Restricted Stock Plan 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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