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EXHIBIT 10.2.1
AMENDMENT TO AMENDED EMPLOYMENT AGREEMENT
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THIS AMENDMENT is made and entered into on this 5th day of
August, 1999 at Medina, Ohio, by and between RPM, INC. (hereinafter referred to
as the "Company") and XXXXX X. XXXXXX (hereinafter referred to as "Karman"):
W I T N E S S E T H:
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WHEREAS, Karman was elected Vice Chairman of the Company on
August 5, 1999; and
WHEREAS, Karman and the Company entered into a certain
Amended Employment Agreement, dated as of July 22, 1981 and last amended as of
July 15, 1998 (the "Employment Agreement"), to insure Karman's continued
employment with the Company; and
WHEREAS, it is the desire of the Company and Karman to amend
the Employment Agreement in accordance with the terms hereof; and
WHEREAS, Paragraph 12 of the Employment Agreement requires
that any such Amendment be in writing and properly executed;
NOW, THEREFORE, in consideration of the premises and the
mutual understandings of the parties, IT IS AGREED, as follows:
1. COMPENSATION. Paragraph 4(a) of the Employment
Agreement shall be deleted in its entirety and amended and restated to provide
in its entirety as follows:
BASE SALARY. Karman shall receive a base salary at
the rate of not less than Six Hundred and Eighty-Five Thousand
Dollars ($685,000) per annum ("Base Salary"), payable in
substantially equal monthly installments at the end of each
month during the period of Karman's employment hereunder. It
is contemplated that annually in July of each year the
Compensation Committee of the Board of Directors will review
Karman's Base Salary and other compensation during the period
of his
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employment hereunder and, at the discretion of the
Compensation Committee, it may increase his Base Salary and
other compensation based upon his performance, then generally
prevailing industry salary scales, the Company's results of
operations, and other relevant factors. Any increase in Base
Salary or other compensation shall in no way limit or reduce
any other obligation of the Company hereunder and, once
established at an increased specified rate, Karman's Base
Salary hereunder shall not be reduced without his written
consent.
2. EFFECTIVE DATE. The effective date of this Amendment
shall be August 5, 1999, except that the increase in compensation set forth in
Paragraph 1 shall be retroactively applied to June 1, 1999.
IN WITNESS WHEREOF, the parties have executed this Amendment to the Employment
Agreement on the date and at the place first above written.
IN THE PRESENCE OF: RPM, INC.
By: /s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx, Chairman
and Chief Executive Officer
And: /s/ P. Xxxxx Xxxxxxxx
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P. Xxxxx Xxxxxxxx, Secretary
/s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
"Karman"
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