RPM 2020 Proxy Statement

EXECUTIVE COMPENSATION (CONTINUED) the executive’s total disability, and vesting for such PERS is reflected in the foregoing table. Treatment of SERP Restricted Stock. Under the terms of the 2007 Restricted Stock Plan, the 1997 Restricted Stock Plan and SERP grants under the 2014 Omnibus Plan, in the event of the executive’s disability, the restrictions on SERP restricted stock will lapse. The amounts set forth in the table for restricted stock reflect the number of shares of restricted stock for which vesting would be accelerated multiplied by the closing price of our Common Stock on May 29, 2020, the last business day of fiscal 2020. Payments upon Voluntary Termination and Termination for Cause A named executive officer is not entitled to receive any additional forms of severance payments or benefits upon his or her voluntary decision to terminate employment with RPM prior to being eligible for retirement or upon termination for cause. Payments upon Involuntary Termination Without Cause and not within Two Years of a Change in Control Under the terms of the employment agreements with Messrs. Frank C. Sullivan, Gordon, Moore, Michael H. Sullivan and Ms. Kastner, in the event that the executive is terminated without cause and the termination does not occur during a two-year period following a change in control, the executive would be entitled to the following: • for Frank C. Sullivan, a lump sum amount equal to his incentive compensation for the preceding fiscal year (if not yet paid) plus three times the sum of: (i) the greater of his annual base salary in effect on the date of termination or the highest base salary in effect at any time during the three years immediately preceding the termination date, and (ii) the highest annual incentive compensation received by Frank C. Sullivan in the five years prior to the termination date. Messrs. Gordon, Moore, Michael H. Sullivan and Ms. Kastner would be entitled to receive a lump sum amount equal to the executive’s incentive compensation for the preceding fiscal year (if not yet paid), plus the sum of (x) for Mr. Moore, two times, and for Messrs. Gordon and Michael H. Sullivan and Ms. Kastner, one and one-half times the executive’s annual base salary in effect on the date of termination, and (y) a pro rata portion of the executive’s average incentive compensation for the three most recently completed fiscal years. The pro rata portion is determined by multiplying the average incentive compensation by a fraction, the numerator of which is the number of days in the current fiscal year of the Company that have expired prior to the termination date and the denominator of which is 365; • continuation of health and welfare benefits for three years for Frank C. Sullivan, for two years for Mr. Moore, and for 18 months for Messrs. Gordon and Michael H. Sullivan and Ms. Kastner; • estate and financial planning services for a period of six months; • a lump sum payment equal to three times, for Frank C. Sullivan, two times, for Mr. Moore, and one and one-half times for Messrs. Gordon and Michael H. Sullivan and Ms. Kastner, the most recent annual premium or other cost for the executive life insurance coverage in effect on the date of termination (or, if greater, the next scheduled annual premium shown on the then current schedule of coverage); • a lump sum amount equal to the cash value of three years for Frank C. Sullivan, two years for Mr. Moore, and 18 months for Messrs. Gordon and Michael H. Sullivan and Ms. Kastner, of benefits that the executive would have received had he or she continued to participate and receive awards under the Restricted Stock Plan (as determined in accordance with the Company’s past practice); and • the lapse of all transfer restrictions and forfeiture provisions on restricted stock awarded under the 1997 and 2007 Restricted Stock Plans and SERP grants under the 2014 Omnibus Plan. The employment agreements provide that the Company will not be obligated to make the lump sum payments or provide the additional benefits described above unless the executive signs a release and waiver of claims and refrains from revoking, rescinding or otherwise repudiating the release of claims during certain time periods. Payments upon Involuntary Termination Without Cause or Resignation for Good Reason within Two Years of a Change in Control Under the terms of each named executive officer’s employment agreement, in the event that the executive is terminated without cause or resigns for good reason within two years following a change in control, the executive would be entitled to the following: • for Frank C. Sullivan, a lump sum amount equal to his incentive compensation for the preceding fiscal year (if not yet paid) plus three times the sum of (i) the greater of his annual base salary in effect on the date of termination or the highest base salary in effect at any time during the three years immediately preceding the change in control, and (ii) the highest annual incentive compensation 48