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As Of Filer Filing For·On·As Docs:Size Issuer Agent 1/08/09 RPM International Inc/DE 10-Q 11/30/08 8:632K Bowne BCL/FA |
Document/Exhibit Description Pages Size 1: 10-Q Quarterly Report HTML 409K 2: EX-10.1 Material Contract HTML 34K 3: EX-10.2 Material Contract HTML 34K 4: EX-10.3 Material Contract HTML 31K 5: EX-31.1 Certification per Sarbanes-Oxley Act (Section 302) HTML 12K 6: EX-31.2 Certification per Sarbanes-Oxley Act (Section 302) HTML 12K 7: EX-32.1 Certification per Sarbanes-Oxley Act (Section 906) HTML 8K 8: EX-32.2 Certification per Sarbanes-Oxley Act (Section 906) HTML 8K
EX-10.2 |
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 | % |
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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: |
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. |
GRANTEE | RPM INTERNATIONAL INC. | |||||
By: | ||||||
«NAME»
|
Frank C. Sullivan | |||||
Its: | Chairman and Chief Executive Officer |
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This ‘10-Q’ Filing | Date | Other Filings | ||
---|---|---|---|---|
10/10/12 | 4 | |||
10/10/11 | 4 | |||
10/10/10 | ||||
10/10/09 | ||||
Filed on: | 1/8/09 | 8-K | ||
For Period End: | 11/30/08 | |||
List all Filings |
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 |