Exhibit 10.3
AMENDMENT NO. 2
TO
RPM INTERNATIONAL INC.
2003 RESTRICTED STOCK PLAN FOR DIRECTORS
THIS AMENDMENT NO. 2 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,
the Company 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 assure that the Plan meets the requirements for
exemption from coverage under Section 409A of the Internal Revenue Code;
and
WHEREAS, final regulations under Section 409A, which are effective
January 1, 2009, provide
that restricted stock will not be deferred compensation under Section 409A as long as there is no
deferral of the property upon lapse of the restrictions; and
WHEREAS, final regulations under Section 409A, which are effective
January 1, 2009, further
provide that deferred compensation that was earned and vested as of
December 31, 2004, is exempt
from coverage under Section 409A, so that any deferrals of restricted stock made prior to
December
31, 2004 are not subject to Section 409A; and
WHEREAS,
the Company has determined to eliminate the right of Grantees to defer their
Restricted Stock into the RPM International Inc. Deferred Compensation Plan;
NOW, THEREFORE, pursuant to Section 12.1 of the Plan
the Company hereby amends the Plan as
follows:
1. Effective as of
January 1, 2005, Section 2.9 of the Plan is deleted in its entirety, and
the following Sections of Article 2 renumbered accordingly.
2. Effective as of
January 1, 2005, Section 6.4(c) of the Plan is amended by the deletion of
said Section 6.4(c) in its entirety and the substitution of a new Section 6.4(c) to read as
follows:
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“(c) |
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Dividends. Dividends paid on any
shares of Restricted Stock granted under this Plan shall be paid to the
Grantee in whose name the shares of Restricted Stock are held.” |
3. Effective as of
January 1, 2005, Article 6 of the Plan is amended by the addition of a new
Section 6.5 at the end thereof to read as follows:
“6.5 Section 409A of the Code. The Grants of Restricted Stock under this Plan,
and all rights related thereto are intended to meet the requirements for exemption from
coverage under Section 409A of the Code dealing with nonqualified deferred compensation
(including without limitation the exemptions thereunder for short-term deferrals and
restricted property) and all Grants will be construed and administered accordingly.
Notwithstanding anything contained in this Plan or any Grant to the contrary, this Plan and
any Restricted Stock Agreement may be unilaterally amended by the Company as it may
determine, prospectively or retroactively, to better secure exemption of Grants and rights
related thereto from the requirements of Section 409A of the Code (with, to the extent
required by Section 12.2, the consent of Grantees or Eligible Directors holding an
outstanding Grant, which consent shall not be unreasonably withheld).”
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5. Effective as of
January 1, 2005, Article 14 of the Plan is amended by the deletion
of said Article 14 in its entirety and the substitution of a new Article 14 to read as
follows:
“ARTICLE FOURTEEN
14.1
No Deferrals. No Restricted Stock becoming nonforfeitable after
December
31, 2004 shall be permitted to be deferred under the RPM International Inc. Deferred
Compensation Plan or any similar deferred compensation plan of
the Company.”
IN WITNESS WHEREOF, RPM International Inc., by its duly authorized officer, has caused this
Amendment No. 2 to the RPM International Inc. 2003 Restricted Stock Plan for Directors to be signed
effective as of this 31st day of December, 2008.
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