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EXHIBIT 10.1.1
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 XXXXXX X. XXXXXXXX (hereinafter referred to as
"Xxxxxxxx"):
W I T N E S S E T H
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WHEREAS, Xxxxxxxx is Chairman of the Board and Chief Executive
Officer of the Company; and
WHEREAS, Xxxxxxxx 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 Xxxxxxxx'x continued
employment with the Company; and
WHEREAS, it is the desire of the Company and Xxxxxxxx to
further 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. Xxxxxxxx shall receive a base salary at
the rate of not less than Eight Hundred Seventy Thousand
Dollars ($870,000) per annum ("Base Salary"), payable in
substantially equal monthly installments at the end of each
month during the period of Xxxxxxxx'x employment hereunder. It
is contemplated that annually in July of each year the
Compensation Committee of the Board of Directors will review
Xxxxxxxx'x 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 operation, 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, Xxxxxxxx'x 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/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx, Vice Chairman
And: /s/ P. Xxxxx Xxxxxxxx
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P. Xxxxx Xxxxxxxx, Secretary
/s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx
"Xxxxxxxx"