Exhibit 10.1
SECOND AMENDMENT TO 2007
AGREEMENT
This
Second Amendment (this “Second Amendment”) relating to
Section 7 of the 2007 Agreement by and between A. Schulman,
Inc. (the “Corporation”) and a group of investors led
by Barington Capital Group, L.P. (collectively, the
“Barington Group”) dated as of November 15, 2007
(the “2007 Agreement”), as amended by the First
Amendment to the 2007 Agreement (the “First Amendment”)
(collectively, the “Agreement”), is hereby made as of
this 1 st
day of June, 2009 by the Corporation
and the Barington Group.
WHEREAS , on November 15, 2007, the Corporation
entered into the 2007 Agreement with the Barington Group in order
to avoid a proxy contest at the 2007 Annual Meeting of
Stockholders;
WHEREAS , as of October 10, 2008, the Corporation
entered into the First Amendment with the Barington Group in order
to change the membership of the Special Committee of the
Corporation’s Board of Directors;
WHEREAS , the Corporation and the Barington Group now
desire to amend Section 7 of the 2007 Agreement to provide for
the formation o
