A. SCHULMAN, INC.
AMENDED AND RESTATED
2006 INCENTIVE PLAN
RESTRICTED STOCK UNIT AWARD
AGREEMENT
GRANTED TO
JOSEPH M. GINGO on JANUARY
, 2009
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 Rand Torgler at
(330) 668-7224 if you have any questions about your
Award.
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Also, no later
than
, 2009, you must return a signed copy of the Award Agreement
to:
Rand
Torgler
A. Schulman, Inc.
3550 West Market Street
Akron, Ohio 44333
You have been
granted Restricted Stock Units. Each Restricted Stock Unit
represents the right to receive cash equal to the Fair Market Value
of a Share, subject to the terms and conditions of this Award
Agreement and the Plan. The terms and conditions affecting your
Restricted Stock Units are described in this Award Agreement and
the Plan, both of which you should read carefully.
Number of
Restricted Stock Units: You have been granted
Restricted Stock Units (“Total Units”), subject to the
terms and conditions of this Award Agreement and the
Plan.
When Your Award Will
Vest
Your Restricted
Stock Units will be settled or will be forfeited depending on
whether the applicable terms and conditions have been met. For
purposes of this Award Agreement, [a] “Performance
Period” shall mean the period beginning on September 1,
2008 and ending on August 31, 2009 and [b] “Normal
Vesting Date” shall mean August 31, 2009.
Normal
Vesting Date: Except as
otherwise provided in this Award Agreement, the number of Total
Units that will vest on the Normal Vesting Date will depend on the
achievement of the following Performance Objectives during the
Performance Period: Net Income, Operating Income and Days of
Working Capital, as set forth in the 2009 Bonus Plan approved by
the Committee on October 16, 2008. The Performance Objectives
will be dependent upon the Company’s consolidated worldwide
performance during the Performance Period. With respect to each
Performance Objective, the number of Restricted Stock Units that
will vest on the Normal Vesting Date will equal: [a] 33.33%
of the Total Units, multiplied by [b] the indicated
percentage at the Threshold, Target, Stretch Budget, Maximum and
high performance levels as set forth in the 2009 Bonus Plan
approved by the Committee on October 16, 2008; provided,
however, that if a Performance Objective is not achieved or is
achieved at a performance level which is less than Threshold, all
of your Restricted Stock Units with respect to that Performance
Objective will be forfeited. If the achievement of a Performance
Objective is between performance levels, the number of Restricted
Stock Units that vest will be interpolated by the Company. Any
Restricted Stock Units that do not vest as of the Normal Vesting
Date shall be forfeited.
Notwithstanding
the foregoing, your Restricted Stock Units may vest earlier in the
circumstances described below.
How Your
Restricted Stock Units Might Vest Earlier Than the Normal Vesting
Date: Your Restricted
Stock Units will immediately vest and all Performance Objectives
will be deemed to have been met at the Super Maximum performance
level if there is a Change in Control.
How Your
Termination Will Affect Your Restricted Stock Units:
You may forfeit your Restricted
Stock Units if you Terminate before the Normal Vesting Date,
although this will depend on why you Terminate.
[a] If
you Terminate because of [i] death, [ii] Disability or [iii] after
qualifying for Retirement if the Committee agrees to treat your
Termination as a Retirement, a prorata portion of your Restricted
Stock Units granted through this Award Agreement will vest but
on
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