0000950123-10-069889 Sample Contracts

RPM International Inc. Letterhead]
RPM International Inc/De/ • July 29th, 2010 • Paints, varnishes, lacquers, enamels & allied prods

This letter confirms our mutual agreement to the terms of your Employment Agreement (“Agreement”) effective December 31, 2008, as modified to reflect your current assignment as Chairman and Chief Executive Officer (“CEO”) of Specialty Products Holding Co. (“SPHC”). All capitalized terms used in this letter agreement have the same meaning as under the Agreement and all section references refer to the same section under the Agreement.

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CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • July 29th, 2010 • RPM International Inc/De/ • Paints, varnishes, lacquers, enamels & allied prods • Ohio

This Change In Control Agreement (this “Agreement”) dated effective as of the 30th day of April, 2010, between RPM International Inc., a Delaware corporation (the “Company”), and Robert L. Matejka (“Executive”).

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