0000950152-09-000151 Sample Contracts

RPM INTERNATIONAL INC. RPM INTERNATIONAL INC. 2004 OMNIBUS EQUITY AND INCENTIVE PLAN PERFORMANCE-EARNED RESTRICTED STOCK (PERS) AND ESCROW AGREEMENT
Performance-Earned Restricted Stock and Escrow Agreement • January 8th, 2009 • RPM International Inc/De/ • Paints, varnishes, lacquers, enamels & allied prods • Delaware

THIS PERFORMANCE-EARNED RESTRICTED STOCK AND ESCROW AGREEMENT (the “Agreement”), is entered into as of this 10th day of October, 2008 (the “Effective Date”), by and between RPM International Inc., a Delaware corporation (the “Company”), and «NAME» (the “Grantee”).

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SEPARATION AGREEMENT AND GENERAL RELEASE
Separation Agreement • January 8th, 2009 • RPM International Inc/De/ • Paints, varnishes, lacquers, enamels & allied prods • Ohio

THIS SEPARATION AGREEMENT AND GENERAL RELEASE (hereinafter referred to as “Agreement”) is made and entered into by and between Ernest T. Thomas (who together with his heirs, administrators, executors and assigns are hereinafter referred to as (“Thomas”) and RPM International Inc. (which is hereinafter referred to as “Company”).

RPM INTERNATIONAL INC. RPM INTERNATIONAL INC. 2004 OMNIBUS EQUITY AND INCENTIVE PLAN STOCK APPRECIATION RIGHTS AGREEMENT
Stock Appreciation Rights Agreement • January 8th, 2009 • RPM International Inc/De/ • Paints, varnishes, lacquers, enamels & allied prods • Delaware

THIS STOCK APPRECIATION RIGHTS AGREEMENT (the “Agreement”), is entered into as of this 10th day of October, 2008 (the “Effective Date”), by and between RPM International Inc., a Delaware corporation (the “Company”), and «NAME» (the “Grantee”).

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