RPM 2020 Proxy Statement

EXECUTIVE COMPENSATION (CONTINUED) forth in the table for SARs reflect the difference between the closing price of our Common Stock on May 29, 2020, the last business day of fiscal 2019, and the exercise prices for the SARs for which vesting would be accelerated and for which the closing price exceeded the SAR exercise price. Treatment of PERS Awards. Under the terms of the Performance Earned Restricted Stock (PERS) and escrow agreements under which PERS were granted, in the event of a change in control, the restrictions on unvested PERS will lapse. The amounts set forth in the table for PERS reflect the number of PERS 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. Treatment of PSU Awards. Under the terms of the Performance Stock Units (PSU) and escrow agreements under which PSU were granted, in the event of a change in control, the restrictions on unvested PSU will lapse. The amounts set forth in the table for PSU reflect the number of PSU 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. 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 a change in control, 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. Excise Taxes. For Messrs. Frank C. Sullivan, Moore and Gordon and Ms. Kastner, their employment agreements provide that to the extent that any payment or distribution by the Company for the benefit of the executive would be subject to any excise tax imposed on the executive under Section 4999 of the Internal Revenue Code, the executive will be entitled to a lump sum payment, or gross-up, equal to the amount of any excise tax imposed on the executive under Section 4999 of the Internal Revenue Code, or any similar state or local tax law, and any taxes, interest or penalties incurred with respect thereto. For Michael H. Sullivan, his employment agreement provides a “best-net alternative” provision, under which the executive would receive the greater of the total payments pursuant to the agreement, after taxes (including the excise tax) have been paid, or reduced payments pursuant to the agreement equal to the highest amount that may be paid without triggering the excise tax under Section 280G. 50