A. SCHULMAN, INC.
AMENDED AND RESTATED
2006 INCENTIVE PLAN
INSTRUCTIONS FOR COMPLETING
TIME-BASED AND PERFORMANCE-BASED
CASH AWARD AGREEMENT
FOR EMPLOYEES IN MEXICO, CANADA AND EUROPE
The following
codes are used in this Award Agreement and should be replaced using
your computer’s “Replace” function.
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VTA
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Grantee’s
name (all capital letters)
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VTB
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Grant Date (all
capital letters)
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Vtb
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Grant Date
(initial capital letters only)
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Vtc
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Person to
contact for more information
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Vtd
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Contact’s
telephone number, including area code
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Vte
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Date that is
30 days after the Grant Date (initial capital letters
only)
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Vtf
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Amount of
Time-based Award granted (insert only the number in Arabic
numerals)
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Vtg
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Amount of
Performance-based Award granted (insert only the number in Arabic
numerals)
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Vth
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Contact’s
street address
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Vti
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Contact’s
city, state and zip code
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A. SCHULMAN, INC.
AMENDED AND RESTATED
2006 INCENTIVE PLAN
TIME-BASED AND
PERFORMANCE-BASED
CASH AWARD AGREEMENT GRANTED TO VTA on VTB
A. Schulman, Inc. (“Company”)
believes that its business interests are best served by extending
to you an opportunity to earn additional compensation based on the
growth of the Company’s business. To this end, the Company
adopted, and its stockholders approved, the A. Schulman, Inc.
Amended and Restated 2006 Incentive Plan (“Plan”) as a
means through which employees like you may share in the
Company’s success. Capitalized terms that are not defined
herein shall have the same meanings as in the Plan.
This Award
Agreement describes many features of your Award and the terms and
conditions of your Award. To ensure you fully understand these
terms and conditions, you should:
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Read the Plan carefully to ensure
you understand how the Plan works;
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Read this Award Agreement carefully
to ensure you understand the nature of your Award and what you must
do to earn it; and
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Contact Vtc at Vtd if you have any
questions about your Award.
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Also, no later
than Vte, you must return a signed copy of the Award Agreement
to:
Vtc
A. Schulman, Inc.
Vth
Vti
You have been
granted a Cash-Based Award. The conditions affecting your Award are
described in this Award Agreement and the Plan, both of which you
should read carefully.
Amount of
Award: You have been
granted a Cash-Based Award equal to $Vtf (“Time-based
Award”) and a Cash-Based Award equal to $Vtg
(“Performance-based Award”), subject to the terms and
conditions of this Award Agreement and the Plan. The Time-based
Award and the Performance-based Award are hereinafter referred to
collectively as the “Award.”
1
When Your Award Will
Vest
Your Award will
be settled or will be forfeited depending on whether the applicable
terms and conditions have been met.
Normal
Time-based Vesting Date: Normally, subject to your continued employment
with the Company or a Related Entity, your Time-based Award will
vest with respect to 33 1/3% of the total amount underlying such
Time-based Award on each of the first, second and third
anniversaries of the Grant Date. For purposes of this Section [1],
each 12-month period ending on an anniversary of the Grant Date
shall be referred to as a “Vesting Year.”
However, your
Time-based Award may vest earlier in the circumstances described
below.
How Your
Time-based Award Might Vest Earlier Than the Normal Time-based
Vesting Date: Your
Time-based Award will immediately vest if there is a Change in
Control.
How Your
Termination Will Affect Your Time-based Award:
You may forfeit your Time-based
Award if you Terminate before the Normal Time-based Vesting Date,
although this will depend on why you Terminate.
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If
you Terminate because of [a] death or [b] Disability,
your Time-based Award will fully vest on your Termination
date.
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If
you Terminate because of Retirement and if the Committee agrees to
treat your Termination as a Retirement, a prorata portion of your
Time-based Award will vest on your Retirement date equal to
[1] the amount of your unvested Time-based Award that would
have become vested if you had remained employed through the end of
the Vesting Year in which you Terminate, multiplied by [2] a
fraction, the numerator of which is the number of whole months you
were employed during such Vesting Year and the denominator of which
is 12.
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If
you Terminate under any other circumstances, all of your Time-based
Award granted through this Award Agreement will be forfeited on
your Termination date.
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[2]
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Performance-based
Award
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Normal
Performance-based Vesting Date: Except as otherwise provided in this Award
Agreement, the amount of your Performance-based Award that will
vest on the Normal Performance-based Vesting Date will be
determined by reference to both: [1] whether the
Company’s Total Shareholder Return is positive or negative
during the Performance Period; and [2] the relative
performance of the Company’s Total Shareholder Return as
compared t
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