A. SCHULMAN, INC.
AMENDED AND RESTATED
2006 INCENTIVE PLAN
INSTRUCTIONS FOR COMPLETING
TIME-BASED RESTRICTED STOCK 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
Shares of Restricted Stock 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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Vti
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Calendar year
in which grant is made (e.g., 2009)
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Vtq
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Grantee’s
name (initial capital letters only)
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A. SCHULMAN, INC.
AMENDED AND RESTATED
2006 INCENTIVE PLAN
TIME-BASED RESTRICTED STOCK 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.
Vtg
Vth
You have been
granted Shares of Restricted Stock. If you satisfy the terms and
conditions described in this Award Agreement, the restrictions
imposed on your Restricted Stock will lapse and you will own the
Shares. These and other conditions affecting your Restricted Stock
are described in this Award Agreement and the Plan, both of which
you should read carefully.
Number of
Shares of Restricted Stock: You have been granted Vtf Shares of Restricted
Stock, subject to the terms and conditions of this Award Agreement
and the Plan.
When Your Award Will
Vest
Until the terms
and conditions described in this Award Agreement and the Plan are
met, your Shares of Restricted Stock will be held in escrow. Your
Shares of Restricted Stock will be either released from escrow and
distributed to you, free of any restrictions, or forfeited,
depending on whether or not you satisfy the terms and conditions
described in this Award Agreement and in the Plan.
1
Normal
Vesting Date: Normally,
subject to your continued employment with the Company or a Related
Entity, restrictions on 33 1/3 % of your Shares of Restricted Stock
will lapse (i.e., your Shares of Restricted Stock will vest) on
each of the first, second and third anniversaries of the Grant
Date. For purposes of this Agreement, each 12-month period ending
on an anniversary of the Grant Date shall be referred to as a
“Vesting Year.”
However, your
Restricted Stock may vest earlier in the circumstances described
below.
How Your
Restricted Stock Might Vest Earlier Than the Normal Vesting
Date: Your Restricted
Stock will immediately vest if there is a Change in
Control.
How Your
Termination of Employment Will Affect Your Restricted
Stock: You may forfeit
your Restricted Stock if you Terminate before the Normal vesting
date, although this will depend on why you Terminate.
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If
you Terminate because of [1] death or [2] Disability,
your Restricted Stock 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
Restricted Stock will vest on your Retirement date equal to:
[1] the number of unvested Shares of Restricted Stock 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 the Restricted
Stock granted through this Award Agreement will be forfeited on
your Termination date.
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If the
restrictions on your Restricted Stock lapse, your Restricted Stock
will be settled automatically.
Other Rules Affecting Your
Award
Rights
During the Restriction Period: During the Restriction Period (and even though
the Shares of Restricted Stock are held in escrow until they are
settled), you may exercise any voting rights associated with your
Shares of Restricted Stock. You also will be entitled to receive
any dividends or other distributions paid with respect to your
Shares of Restricted Stock, although such dividends and
other
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