RPM International Inc/DE – ‘10-Q’ for 2/28/03 – EX-10.5

On:  Monday, 4/14/03, at 4:20pm ET   ·   For:  2/28/03   ·   Accession #:  950152-3-4189   ·   File #:  1-14187

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Quarterly Report   —   Form 10-Q
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Rpm International Inc. | Form 10-Q                    27    135K 
 2: EX-10.1     EX-10.1 Employment Agreement                          23    105K 
 3: EX-10.2     EX-10.2 2002 Performance Accel Restricted Stk Plan    25     90K 
 4: EX-10.3     EX-10.3 Amendment 1 to Stock Plan                      4     15K 
 5: EX-10.4     EX-10.4 Amendment 1 to Benefit Restoration Plan        3     12K 
 6: EX-10.5     EX-10.5 4th Amendment to 1997 Restricted Stock Pln     2      9K 
 7: EX-11.1     EX-11.1 Computation of Net Income Per Share            2±     8K 

EX-10.5   —   EX-10.5 4th Amendment to 1997 Restricted Stock Pln

EX-10.5
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                                                                    EXHIBIT 10.5

FOURTH AMENDMENT TO THE 
 RPM INTERNATIONAL INC. 1997 RESTRICTED STOCK PLAN

     THIS FOURTH AMENDMENT to the RPM International Inc. 1997 Restricted
Stock Plan is executed by RPM International Inc. (hereinafter referred to as the
"Company") as of the date set forth below.                                      

 WITNESSETH:

       WHEREAS, the Company adopted and maintains the RPM International Inc.
1997 Restricted Stock Plan (hereinafter referred to as the "Plan") for the      
benefit of certain of its employees and certain employees of the Company's      
subsidiaries; and                                                               

       WHEREAS, the Company reserved the right, pursuant to Section 8 of the
Plan, to make certain amendments thereto; and                                   

        WHEREAS, it is the desire of the Company to amend the Plan so that the
payment of dividends on Shares awarded under the Plan to employees who are      
citizens of the United States of America will be made to the employee, and that 
dividends on shares awarded under the Plan to all other employees will be       
retained by the Company with a credit of like amount of money to be paid to the 
account of the employee under the RPM International Inc. Deferred Compensation  
Plan;                                                                           

       NOW, THEREFORE, pursuant to Section 8 of the Plan, the Company hereby
amends the Plan as follows, effective on January 13, 2003 as set forth below:   

            1.       Article 4 of the Plan is here by amended by the
      deletion of Section 4.5 in its entirety and the substitution in lieu
thereof of a new Section 4.5 to read as follows:              

EX-10.5
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                 "4.5     Dividends paid on any Shares awarded under this Plan
         to employees who are citizens of the United States of America, shall be
    paid to the participant in whose name the certificates are issued.
         Notwithstanding any other provision of this Plan, any dividends paid on
         any Shares awarded under this Plan to employees who are not citizens of
      the United States of America shall be retained by the Company. As of
      the date of any dividend paid on any shares awarded to employees who
         are not citizens of the United States of America, the employee shall be
     credited with a dividend equivalent credit to the RPM International
Inc. Deferred Compensation Plan equal to either:              

                  (a)      the amount of any cash dividend; or

                           (b)      if the dividend is paid in Shares, an amount
                  equal to the number of Shares and fractions thereof multiplied
            by the Share's closing price on the date the dividend is
paid."                                      

 IN WITNESS WHEREOF, RPM International Inc., by its officer duly
authorized, has caused this Fourth Amendment to the RPM International Inc. 1997 
Restricted Stock Plan to be signed this 20th day of January, 2003.              

                  RPM INTERNATIONAL INC.

                      By:  /s/ Frank C. Sullivan
                                    ------------------------------

                                      Its: President and Chief Executive Officer
                                           -------------------------------------

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10-Q’ Filing		Date		First		Last			Other Filings
Filed on:		4/14/03							8-K
For Period End:		2/28/03
		1/13/03		1					10-Q
									List all Filings

3 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 7/26/23  RPM International Inc./DE         10-K        5/31/23  144:40M                                    Donnelley … Solutions/FA
 7/25/22  RPM International Inc./DE         10-K        5/31/22  151:39M                                    Donnelley … Solutions/FA
 7/26/21  RPM International Inc./DE         10-K        5/31/21  146:37M                                    ActiveDisclosure/FA