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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 15th day of
July, 1998 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 considered a key employee 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 16, 1997 (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:
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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 Twenty-Five Thousand
Dollars ($825,000) 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 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. COMPENSATION UPON TERMINATION. Paragraph 6(c) of the
Employment Agreement shall be deleted in its entirety and amended and restated
to provide in its entirety as follows:
GOOD REASON. If the Company shall terminate
Xxxxxxxx'x employment other than pursuant to Sections 5(a) or
5(b) hereof or if Xxxxxxxx shall terminate his employment for
Good Reason, then in lieu of any further salary payments to
Xxxxxxxx for periods subsequent to the date on which
Xxxxxxxx'x employment is terminated, the Company shall pay as
liquidated damages and/or severance pay to Xxxxxxxx (i) no
later than the tenth day following such date, a lump sum
amount equal to the product of Xxxxxxxx'x annual Base Salary
in effect as of such date multiplied by five (5) or (ii) if
Xxxxxxxx shall so elect, the Company shall continue to pay him
his annual Base Salary in effect on such date in the manner
specified in Section 4(a) hereof until the fifth anniversary
of the date on which his employment is terminated.
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3. EFFECTIVE DATE. The effective date of this Amendment shall
be June 1, 1998, and as such, the increase in compensation set forth in
Paragraph 1 shall be retroactively applied.
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.
/s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx, President
And: /s/ P. Xxxxx Xxxxxxxx
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P. Xxxxx Xxxxxxxx, Secretary
/s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx
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