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A. SCHULMAN, INC.
AMENDED AND RESTATED
2006 INCENTIVE PLAN
INSTRUCTIONS FOR COMPLETING
PERFORMANCE SHARE
AWARD AGREEMENT FOR EMPLOYEES
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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Number of
Performance Shares granted (insert only the number in Arabic
numerals)
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Vtg
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Contact’s
street address
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Vth
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Contact’s
city, state and zip code
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A. SCHULMAN, INC.
AMENDED AND RESTATED
2006 INCENTIVE PLAN
PERFORMANCE SHARE 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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•
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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.
Vtg
Vth
The terms and
conditions affecting your Award are described in this Award
Agreement and the Plan, both of which you should read carefully. If
the terms and conditions are satisfied, your Performance Shares
will be settled and you will receive the Shares underlying such
Performance Shares. For purposes of this Award Agreement, each
Performance Share represents the right to receive one full
Share.
Number of
Performance Shares: You
have been granted Vtf Performance Shares (“Total
Shares”), subject to the terms and conditions of this Award
Agreement and the Plan.
1
When Your Award Will
Vest
Your
Performance Shares will be settled or will be forfeited depending
on whether or not the terms and conditions described in this Award
Agreement and in the Plan are satisfied. For purposes of this Award
Agreement, the Performance Period is the period beginning on the
Grant Date and ending on the third anniversary thereof (the
“Normal Vesting Date”).
Normal
Vesting Date: Except as
otherwise provided in this Award Agreement, the number of Total
Shares that will vest on the Normal 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 to the Peer
Group Companies during the Performance Period. The number of
Performance Shares that will vest on the Normal Vesting Date will
equal the number of Total Shares, multiplied by the applicable
percentage as set forth in the tables below. If the Company’s
Total Shareholder Return is between two percentages, the number of
Performance Shares that vest will be interpolated by the Company.
Notwithstanding the foregoing, any Performance Shares that do not
vest as of the Normal Vesting Date shall be forfeited.
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Relative
Performance of Total Shareholder
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Return to Peer
Group Companies
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Negative Total Shareholder
Return
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Less than
50 th
Percentile
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0
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%
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50
th Percentile
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25
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%
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75
th Percentile or Greater
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50
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%
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Relative
Performance of Total Shareholder
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Return to Peer
Group Companies
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Positive Total Shareholder
Return
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25
th Percentile or Less
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0
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%
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50
th Percentile
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50
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%
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75
th Percentile or Greater
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100
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%
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As used in this
Award Agreement, “Total Shareholder Return” for the
Performance Period is calculated by first taking the theoretical
value of $100 invested in the Shares at the 30-day average price of
the Shares as of the Grant Date (i.e., the average daily closing
price over the 30-day period preceding the Grant Date) and the
theoretical value of $100 invested with each of the peer group
companies in the S&P Special Chemicals Index (the “Peer
Group Companies”) using the same 30-day average methodology
as of the Grant Date. On the Normal Vesting Date, the value of the
Shares (using the average daily closing price over the 30 days
preceding the Normal Vesting Date and assuming all dividends are
reinvested) is compared with the value of each of the Peer Group
Companies (using the same 30-day average methodology as of the
Normal Vesting Date and again assuming that all dividends are
reinvested).
However, your
Award may vest earlier in the cir
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