EX-10.2






Exhibit 10.2




RPM INTERNATIONAL INC.




RPM INTERNATIONAL INC. 2004 OMNIBUS EQUITY AND INCENTIVE PLAN




STOCK APPRECIATION RIGHTS AGREEMENT




     THIS STOCK APPRECIATION RIGHTS AGREEMENT (the “Agreement”), is entered into as of this 10th
day of October, 2008 (the “Effective Date”), by and between RPM International Inc., a Delaware
corporation (the “Company”), and «NAME» (the “Grantee”).



WITNESSETH:




     WHEREAS, the Compensation Committee of the Board of Directors (the “Compensation Committee”)
administers the RPM International Inc. 2004 Omnibus Equity and Incentive Plan (the “Plan”); and



     WHEREAS, the Committee desires to provide the Grantee with Stock Appreciation Rights under the
Plan upon the terms and conditions set forth in this Agreement;



     NOW, THEREFORE, the Company and the Grantee agree as follows:



     1. Definitions. Unless otherwise specified in this Agreement, capitalized terms shall
have the meanings attributed to them under the Plan.



     2. Grant of Stock Appreciation Rights. As of the Effective Date, the Company grants
to the Grantee «SHARES» («SHARE_NO») Stock Appreciation Rights (“SARs”) which are units with values
measured by reference to increases in the Fair Market Value of shares of common stock, par value
$.01 per share, of RPM International Inc. (“Common Stock”) over $14.05, which is the closing price
of a share of Common Stock (as reported in the principal consolidated transaction reporting system
for the New York Stock Exchange) on the Effective Date.



     3. Exercise Dates. Except as provided in Sections 4 and 5, no SARs are exercisable
until the one (1) year anniversary of the Effective Date. Provided that the Grantee continues to
be an employee of the Company, its Subsidiaries or Allied Enterprises until the dates set forth
below, the Grantee will be entitled to exercise the SARs in accordance with the following schedule:



 









 





	 	 	 	 	 
	Date as of Which SARs May	 	Percentage of SARs Which
	Be Exercised	 	May Be Exercised
	On and after October 10, 2009

	 	 	25	%
	 
	On and after October 10, 2010

	 	 	50	%
	 
	On and after October 10, 2011

	 	 	75	%
	 
	On and after October 10, 2012

	 	 	100	%





So long as the Grantee shall continue to be an employee of the Company, a Subsidiary or Allied
Enterprise, the Grantee shall not be considered to have experienced a break in continuous
employment because of: (a) any temporary leave of absence approved in writing by the Company, a
Subsidiary or Allied Enterprise; or (b) any change of duties or position (including transfer to or
from a Subsidiary).




     4. Termination of Employment.




     (a) Normal Retirement. If the Compensation Committee determines in its sole
and exclusive discretion that the Grantee’s employment with the Company, its Subsidiaries
and Allied Enterprises has terminated due to Normal Retirement, the Grantee will have the
immediate right (notwithstanding the provisions of Section 3) to exercise all of the SARs,
subject to the requirements of Section 8. “Normal Retirement” is the Grantee’s voluntary
retirement (and not termination of employment by the Company, a Subsidiary or Allied
Enterprise, whether with or without cause) after attaining age fifty-five (55) and
completing at least five (5) consecutive years of service with the Company, its Subsidiaries
and/or Allied Enterprises prior to termination of this Agreement. Upon Normal Retirement,
the exercise rights shall terminate upon the earlier of the date which is three (3) years
after the date of such retirement or the last day of the term of this Agreement.




     (b) Death or Total Disability. If the Grantee dies or becomes totally disabled
(within the meaning of the Company’s group long-term disability plan) while an employee of
the Company, a Subsidiary or Allied Enterprise or within thirty (30) days of the Grantee’s
having ceased to be an employee by reason of discharge, the Grantee’s Beneficiary or
Beneficiaries shall have the immediate right (notwithstanding the provisions of Section 3)
to exercise all of the SARs. Such exercise rights shall in any event terminate upon the
earlier of the date one (1) year from the date of the Grantee’s termination of employment by
reason of death, total disability or discharge or the last day of the term of this
Agreement.




     (c) Reasons Other Than Normal Retirement, Death or Total Disability. If the
Compensation Committee determines in its sole and exclusive discretion that the Grantee’s
employment with the Company, its Subsidiaries and Allied Enterprises has terminated for
reasons other than those described in subsections (a) or (b) above,



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generally the Grantee will forfeit all SARs which have not become exercisable as of
such date; provided, however, that upon written request, the Compensation Committee in its
sole and exclusive discretion may determine (but shall not be under any obligation to
determine) that additional SARs may become exercisable. If the Compensation Committee
determines in its sole and exclusive discretion that such employment has terminated due to
discharge, any accrued exercise rights with respect to exercisable SARs will terminate upon
the earlier of the date thirty (30) days from the date of such termination of employment or
the last day of the term of this Agreement. If the Compensation Committee determines in its
sole and exclusive discretion that such employment has terminated due to a voluntary quit,
any accrued exercise rights will terminate immediately.



     5. Change in Control. If a Change in Control as defined in the Plan has occurred or
an event has occurred that the Board of Directors, in the good faith exercise of its discretion,
determines to be a Change in Control, the Grantee shall have the immediate right (notwithstanding
the provisions of Section 3) to exercise all of the SARs, subject to the requirements of Section 8.
Notwithstanding anything in this Agreement to the contrary, in the event of a Change in Control,
the Compensation Committee may require that the Grantee exercise the SARs within a prescribed
period shorter than the term of this Agreement or otherwise completely forfeit the SARs.



     6. Exercise of SARs. The SARs may be exercised by delivery of a completed Notice of
Exercise of SARs (obtainable from the Designated Representative) setting forth the number of SARs
being exercised to the Designated Representative at the address listed in Section 12(i).




     7.
Distributions.





     (a) Definitions.




     i. Exercise Date. The “Exercise Date” is the date that the Designated
Representative accepts delivery of a properly completed Notice of Exercise of SARs.




     ii. Exercise Price. The “Exercise Price” is the closing price of a
share of Common Stock (as reported in the principal consolidated transaction
reporting system for the New York Stock Exchange) on the Effective Date which is set
forth in Section 2. Except as otherwise provided in Section 12(a), the Compensation
Committee cannot adjust the Exercise Price after the Effective Date.




     (b) Distribution Value. Except as may otherwise be provided in Section 8 of
this Agreement, upon exercise of SARs, the Grantee will be entitled to a distribution equal
to the product of i. and ii., where:



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     i. equals the number of SARs being exercised; and




     ii. equals the excess of the closing price of a share of Common Stock (as
reported in the principal consolidated transaction reporting system for the New York
Stock Exchange) on the Exercise Date over the Exercise Price.




     (c) Procedures. Except as the Compensation Committee may otherwise direct in
its sole and exclusive discretion, the Designated Representative will distribute to the
Grantee, as soon as practicable after the Exercise Date, shares of Common Stock with a Fair
Market Value equal to the distribution value and cash in an amount equal to the value of any
fractional share.



     8. Sale of Shares of Stock to Satisfy Tax Obligations. Prior to issuing shares of
stock pursuant to Section 7, the Compensation Committee will cause the Company to retain a portion
of the stock sufficient to satisfy the Grantee’s Minimum Withholding Tax Liability (as described in
Section 14 of the Plan) resulting from the exercise of SARs. The Grantee will provide such
irrevocable Stock Powers or additional information and documentation as the Company deems necessary
to satisfy the Grantee’s Minimum Withholding Tax Liability. The Compensation Committee will cause
the Company to deliver the funds to the appropriate taxing authorities in satisfaction of such tax
liabilities. The Compensation Committee may, in its sole and exclusive discretion, require that
any distributions to the Grantee’s Beneficiary or Beneficiaries be subject to this tax requirement.



     9. Designation of Beneficiary. By properly executing and delivering a Designation of
Beneficiary Form to the Designated Representative at the address listed in Section 12(i), the
Grantee may designate an individual or individuals as his or her Beneficiary or Beneficiaries under
the Plan. In the event that the Grantee fails to properly designate a Beneficiary, his or her
interests under the Plan will pass to the person or persons in the first of the following classes
in which there are any survivors: (i) spouse at the time of death; (ii) issue, per stirpes; (iii)
parents; and (iv) the executor or administrator of estate. Except as the Compensation Committee
may determine in its sole and exclusive discretion, a properly completed Designation of Beneficiary
Form shall be deemed to revoke all prior designations upon its receipt and approval by the
Designated Representative.



     10. Non-Transferability and Certificate Legends. The SARs have not been registered
for resale under the Securities Act of 1933, as amended (the “Act”). The SARs and any shares of
Common Stock distributed to the Grantee or a Beneficiary may not be sold, transferred or otherwise
disposed of unless a registration statement under the Act with respect to the SARs or Common Stock,
as applicable, has become effective or unless the Grantee or Beneficiary establishes to the
satisfaction of the Company that an exemption from such registration is available. The shares of
Common Stock will bear legends stating the substance of any such restrictions, as well as any other
restrictions the Compensation Committee deems necessary or appropriate.



     11. Termination of Agreement. This Agreement will terminate on the earliest of:
(i) the date of the Grantee’s termination of employment with the Company, its Subsidiaries or
Allied Enterprises when the Grantee does not have a vested interest in the SARs; (ii) the date



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immediately preceding the tenth (10th) anniversary of the Effective Date; or
(iii) such date as may be designated by the Company’s Board of Directors or Compensation Committee.
Any terms or conditions of this Agreement that the Company determines are necessary to effectuate
its purposes will survive the termination of this Agreement.



     12. Miscellaneous Provisions.




	 	a.	 	Effect of Corporate Reorganization or other Changes
Affecting Number or Kind of Common Stock. In the event of a liquidation,
recapitalization, reorganization, redesignation or reclassification, split-up,
reverse split, merger, consolidation, stock dividend, combination, exchange for
other securities, a sale of all or substantially all assets or the like with
respect to the Company or its Common Stock, then provided that such transaction
falls within the meaning of “corporate transaction” for purposes of Treas. Reg.
Section 1.4214-1(a)(3), the Compensation Committee shall appropriately adjust
the number and kind of stock appreciation rights under this Agreement to
reflect such change. As used in this Agreement, the term “SARs” will be deemed
to include any such stock appreciation rights.
	 
	 	b.	 	Successors in Interest. This Agreement will bind and
inure to the benefit of the Company and the Grantee, and their respective
successors, assigns and legal representatives.
	 
	 	c.	 	Integration. This Agreement, together with the Plan,
constitutes the entire agreement between the Grantee and the Company with
respect to the subject matter hereof, and may not be modified, amended, renewed
or terminated, nor may any term, condition or breach of any term or condition
be waived, except pursuant to the terms of the Plan or by a writing signed by
the person or persons sought to be bound by such modification, amendment,
renewal, termination or waiver. Any waiver of any term, condition or breach
thereof will not be a waiver of any other term or condition or of the same term
or condition for the future, or of any subsequent breach.
	 
	 	d.	 	Notice. Any notice relating to this grant must be in
writing, which may include an electronic writing.
	 
	 	e.	 	No Employment Right Created. Nothing in this Agreement
will be construed to confer upon the Grantee the right to continue in the
employment or service of the Company, its Subsidiaries or Allied Enterprises,
or to be employed or serve in any particular position therewith, or affect any
right which the Company, its Subsidiaries or an Allied Enterprise may have to
terminate the Grantee’s employment or service with or without cause.




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	 	f.	 	Separability. In the event of the invalidity of any
part or provision of this Agreement, such invalidity will not affect the
enforceability of any other part or provision of this Agreement.
	 
	 	g.	 	Section Headings. The section headings of this
Agreement are for convenience and reference only and are not intended to
define, extend or limit the contents of the sections.
	 
	 	h.	 	Amendment, Waiver and Revocation of Terms. Except as
otherwise provided in the Plan and Section 12(k) of this Agreement, the
Compensation Committee may waive any term or condition in this Agreement that
could have been excluded on the date of grant. No such waiver will be deemed
to be a waiver of similar terms under other agreements. Except as otherwise
provided in the Plan and Section 12(k) of this Agreement, the Compensation
Committee may amend this Agreement to include or exclude any provision which
could have been included in, or excluded from, this Agreement on the date of
grant, but only with the Grantee’s written consent. Similarly, the
Compensation Committee may revoke this Agreement at any time except that, after
execution of the Agreement and its delivery to the Designated Representative,
revocation may only be accomplished with the Grantee’s my written consent.
	 
	 	i.	 	Plan Administration. The Plan is administered by the
Compensation Committee, which has sole and exclusive power and discretion to
interpret, administer, implement, construe and determine benefits under the
Plan and this Agreement. All elections, notices and correspondence relating to
the Plan should be directed to the Designated Representative at:




RPM International Inc.

P.O. Box 777

2628 Pearl Road

Medina, OH 44258

Attn: Vice President, Corporate Benefits and Risk Management





	 	j.	 	Governing Law. Except as may otherwise be provided in
the Plan, this Agreement will be governed by, construed and enforced in
accordance with the internal laws of the State of Delaware, without giving
effect to its principles of conflict of laws.
	 
	 	k.	 	Internal Revenue Code Section 409A. Notwithstanding
anything in the Plan or this Agreement to the contrary, the SARs are intended
to meet any applicable requirements for exclusion from coverage under Section
409A of the Internal Revenue Code (the “Code”) and this Agreement shall be
construed and administered accordingly. Without limiting the foregoing, unless
and until different requirements for exclusion from coverage under Section 409A
of the Code become available or effective: (1) the SARs




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	 	 	 	exercise price may never be less than the Fair Market Value of the
underlying Common Stock on the date of this Agreement (and Fair Market Value
shall be determined in a manner consistent with any applicable requirements
for exclusion from coverage); (2) only Common Stock may be delivered in
settlement of the SARs upon exercise; and (3) in no event shall the Grantee
be permitted to defer compensation relating to the SARs (except for the
inherent deferral of recognition of income until the exercise of the SARs)
under the Plan or otherwise. Furthermore, in the event that the
requirements for exclusion from coverage under Section 409A are liberalized,
or different features are made available contingent upon compliance with
certain requirements, the Committee may, in its sole and absolute
discretion, amend this Agreement in a manner consistent with those
liberalized requirements or to permit the Company, the Grantee or both to
take advantage of those different features.





     IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on its behalf by its
duly authorized officer, and the Grantee has hereunto set his hand, all as of the day and year
first above written.



	 	 	 	 	 	 	 
	GRANTEE	 	 	 	RPM INTERNATIONAL INC.
	 
	 	 	 	 	 	 
	 

	 	 	 	By:	 	 
	 

	 	 	 	 	 	 
	«NAME»

	 	 	 	 	 	Frank C. Sullivan
	 

	 	 	 	Its:
	 	Chairman and Chief Executive Officer







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