Amendment No. 2 to RPM International Inc. Incentive Compensation Plan

Summary

This amendment updates the RPM International Inc. Incentive Compensation Plan, which benefits certain employees of the company and its affiliates. The key change increases the calculation of the Aggregate Bonus Pool from 1.3% to 1.5% of the company's pretax earnings. The amendment was approved by the Board of Directors, subject to stockholder approval, and modifies the relevant section of the plan to reflect this new percentage.

EX-10.3 2 l11219aexv10w3.txt EX-10.3 AMENDMENT 2 TO THE COMPENSATION PLAN Exhibit 10.3 AMENDMENT NO. 2 TO THE RPM INTERNATIONAL INC. INCENTIVE COMPENSATION PLAN WHEREAS, the Company maintains the Plan for the benefit of certain of its employees and certain employees of affiliated companies; and WHEREAS, the Board of Directors has approved the Compensation Committee's recommendation, subject to Stockholder approval, to provide for calculation of the "Aggregate Bonus Pool" based upon 1.5% of pretax earnings (rather than 1.3% of pretax earnings); and WHEREAS, it is the desire of the Company to amend the Plan in order to provide for calculation of the "Aggregate Bonus Pool" based upon 1.5% of pretax earnings (rather than 1.3% of pretax earnings); and WHEREAS, the Company reserved the right, pursuant to Section 7 of the Plan, for the Board of Directors to make certain amendments thereto; NOW, THEREFORE, pursuant to Section 7 of the Plan and subject to approval of the Company's Stockholders, the Board of Directors hereby amends the Plan as follows: 1. Section 2(a) of the Plan is hereby amended by the deletion of said Section 2(a) and the substitution in lieu thereof of the following: "'Aggregate Bonus Pool' shall mean with respect to any Fiscal Year an amount equal to one and one-half percent (1.5%) of the Income Before Income Taxes."