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We also grant stock-based awards, which may be made in the
form of restricted stock, restricted stock units, performance
stock and performance stock units. These awards are granted
to eligible employees or directors, and entitle the holder to
shares of RPM International Inc. common stock as the award
vests. The fair value of the awards is determined and fixed
based on the stock price at the date of grant. Following is a
description of our restricted stock plans.
Under the Omnibus Plan, as previously discussed, a total of
6,000,000 shares of our common stock may be subject to
awards. Of the 6,000,000 shares of common stock issuable
under the Omnibus Plan, up to 3,000,000 shares may be subject
to “full-value” awards such as restricted stock, restricted stock
unit, performance stock and performance stock unit awards.
During the fiscal year ended May 31, 2007, we granted 378,600
shares of performance-earned restricted stock under the
Omnibus Plan at a weighted-average grant price of $18.80.
The restricted stock cliff vests after three years. Nonvested
restricted shares of common stock under the Omnibus Plan
are eligible for dividend payments.
The 2003 Plan was approved on October 10, 2003 by our
stockholders, and was established primarily for the purpose of
recruiting and retaining directors, and to align the interests of
directors with the interests of our stockholders. Only directors
who are not employees of RPM International Inc. are eligible
to participate. Under the 2003 Plan, up to 500,000 shares of
our common stock may be awarded, with awards cliff vesting
over a 3-year period. For the year ended May 31, 2007,
27,000 shares were granted at a weighted-average price of
$18.80 per share, with 411,400 shares available for future
grant. Unamortized deferred compensation expense relating
to restricted stock grants for
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directors of $0.5 million at May 31, 2007, is being amortized over
a 3-year vesting period. Nonvested restricted shares of common stock under the 2003
Plan are eligible for dividend payments.
Under the terms of the PARS Plan, up to 1,000,000 shares may
be awarded to certain employees, generally subject to
forfeiture until the completion of ten years of service or the
attainment of certain performance goals. All outstanding
PARS were issued in fiscal 2003, and no shares have been
issued under the PARS Plan during either of the years ended
May 31, 2007 or 2006. However, the requirements for vesting
were met at May 31, 2007 and all vesting provisions were
approved by the Compensation Committee during July 2007.
There is no remaining unamortized deferred compensation
expense associated with the PARS plan.
Under the 1997 Plan, up to 1,562,500 shares may be awarded
to certain employees, generally subject to forfeiture. The
shares vest upon the latter of attainment of age 55 and the
fifth anniversary of the May 31st immediately preceding the
date of the grant. During the year ended May 31, 2007, a total
of 38,149 shares were awarded under the 1997 Plan at a
weighted-average price of $18.52. Unamortized deferred
compensation expense of $2.2 million at May 31, 2007, relating
to the 1997 Plan, is being amortized over the applicable
vesting period associated with each participant. The 1997 Plan
expired by its terms on May 31, 2007. Consequently, as of
May 31, 2007 no shares were available for future issuance
under the 1997 Plan. The 2007 Plan which was approved by
our stockholders on October 5, 2006 and which became
effective as of June 1, 2007 replaces the 1997 Plan. Under the
2007 Plan, up to 1,000,000 shares may be awarded to certain
employees, generally subject to forfeitures.
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