


Exhibit 10.1


A. SCHULMAN, INC.
AWARD AGREEMENT
A. Schulman, Inc. (the “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 2010 Value Creation Rewards Plan (the “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.
1.
Nature of Award. Effective as of the date specified (the “Grant Date”) in the
attached Notices of Grant (the “Grant Notices”), the Company hereby grants to
the individual identified in the Grant Notices (the “Participant”) awards as set
forth in the Grant Notices (the “Awards”). The Awards are subject to the terms
and conditions described in the Plan, this Award Agreement and the Grant
Notices.



2.
Number of Units. The number of Units in your Awards are set forth in the Grant
Notices. For purposes of this Award Agreement, each whole Unit (as defined in
the applicable Grant Notices) represents the right to receive one Share or a
cash payment equal to the value thereof upon settlement of the Awards, as
applicable under the Grant Notices.



(a)
Number of Units under Performance-Based Unit (ROIC) or (TSR) Award. The number
of your performance-based Units were determined by (i) dividing (A) the target
dollar amount used to determine the number of Units, by (B) the average reported
closing price of a Share during the 30 day period ending on the day prior to the
Grant Date (“Target Units”) and (ii) multiplying the result achieved in (i) by
250%. The resulting number of Shares were rounded to the nearest whole Share.



3.
Vesting. Your Units will be settled or will be forfeited depending on whether
the terms and conditions described in this Award Agreement, the Plan and the
Grant Notices are satisfied.



(a)
Normal Vesting Date. Your Units will vest in accordance with the schedules
identified in the Grant Notices (the “Normal Vesting Date”) and the number of
Units that actually vest may be between 0% and 100% of your Units.



(b)
Performance Objectives for Performance-Based Unit (ROIC) Award. If you received
a Performance-Based Unit (ROIC) Award in the Grant Notices, your Award will vest
depending on the Company's ROIC, determined at the end of the Performance
Period. The Company's ROIC at the end of the Performance Period may be achieved
at “threshold”, “target” or “maximum” levels. The number of Units that vest on
the Normal Vesting Date will be multiplied by the vesting percentage that
corresponds to the level of achievement of the Company's ROIC, as set forth
below:



 
 
Level of Performance
 
 
Threshold
 
Target
 
Maximum
ROIC:
 
10.5%
 
11.5%
 
13.5%
Vesting Percentage:
 
25%
 
50%
 
100%



No performance-based Units will vest if the Company's ROIC at the end of the
Performance Period is less than the “threshold” level of achievement. No more
than 100% of the performance-based Units will vest if the Company's ROIC at the
end of the Performance Period exceeds the “maximum” level of achievement. If the
Company's ROIC is between two percentages, the number of performance-based Units
that vest will be interpolated by the Company. Notwithstanding the foregoing,
any performance-based Units that do not vest as of the Normal Vesting Date shall
be forfeited.
(i)
Definitions. As used in this Agreement with respect to a Performance-Based Unit
(ROIC) Award:



A.
Performance Period. The 36 consecutive calendar month period beginning on the
November 30 last preceding the Grant Date.




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B.
ROIC. Return on Invested Capital, determined for the four fiscal quarters
beginning each December 1 and ending November 30 during the Performance Period,
calculated by dividing the Company's NOPAT for such period by the Company's
Average Invested Capital for such period.



C.
NOPAT. The Company's net operating profit after taxes (based on an assumed
effective tax rate of 30%), based on non-GAAP earnings.



D.
Average Invested Capital. The sum of the Company's total assets (minus cash and
goodwill) plus its total liabilities (minus interest bearing debt, including
capital leases), calculated using an average of the invested capital during the
award period.



(c)
Performance Objectives for Performance-Based Unit (TSR) Award. If you received a
Performance-Based Unit (TSR) Award in the Grant Notices, your Award will vest by
reference to both (i) whether the Company's Total Shareholder Return is positive
or negative during the Performance Period, and (ii) 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-based Units that will
vest on the Normal Vesting Date will be the number of performance-based Units
multiplied by the applicable performance percentage as set forth below:



Positive Shareholder Return
Relative Performance of Total Shareholder Return to
Peer Group Companies
 
Vesting Percentage
Less than Peers' 25th Percentile
 
0%
Equal to Peers' 50th Percentile
 
50%
Equal to or Greater than Peers' 75th Percentile
 
100%



Negative Shareholder Return
Relative Performance of Total Shareholder Return to
Peer Group Companies
 
Vesting Percentage
Less than Peers' 50th Percentile
 
0%
Equal to Peers' 50th Percentile
 
25%
Equal to or Greater than Peers' 75th Percentile
 
50%

If the Company's Total Shareholder Return is between two percentages, the number
of performance-based Units that vest will be interpolated by the Company.
Notwithstanding the foregoing, any performance-based Units that do not vest as
of the Normal Vesting Date shall be forfeited.
(i)
Definitions. As used in this Agreement with respect to a Performance-Based Unit
(TSR) Award:



A.
Total Shareholder Return. 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
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).



B.
Peer Group Companies. The peer group companies in the S&P Specialty Chemicals
Index.



C.
Performance Period. The Period beginning on the Grant Date and ending on the
third anniversary of the Grant Date.




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(d)
Change in Control. Notwithstanding the foregoing, in the event of a Change in
Control:



(i)
Performance-Based Unit (ROIC) Award. You will immediately vest in the number of
performance-based Units at the “target” level of performance in the event of a
Change in Control during the Performance Period.



(ii)
Performance-Based Unit (TSR) Award. You will immediately vest in the number of
performance-based Units at the “target” level of performance in the event of a
Change in Control during the Performance Period.



(iii)
Restricted Stock Unit Award. Your Restricted Stock Units will immediately vest
in the event of a Change in Control.



To the extent that your Units are subject to the requirements of Section 409A of
the Code, any Change in Control must also constitute a “change in control event”
as defined in Section 409A of the Code.
4.
Effect of Termination. You may forfeit your Awards if you terminate prior to the
Normal Vesting Date, although this will depend on the reason for your
termination, as provided below:



(a)
Performance-Based Unit (ROIC) or (TSR) Award.



(i)
Termination Due to Death or Disability. If you terminate employment due to your
death or Disability, you will vest in a prorated number of your
performance-based Units, but only to the extent that the performance criteria
described in Sections 3(b) or 3(c), as applicable, are satisfied at the Normal
Vesting Date, equal to the product of the number of performance-based Units that
would have vested if you terminated before the Normal Vesting Date by a
fraction, the numerator of which is the number of whole months between the Grant
Date and your termination date, and the denominator of which is 36.



If the performance criteria set forth in Sections 3(b) or 3(c), as applicable,
are not satisfied as of the Normal Vesting Date, all of your performance-based
Units will be forfeited.
(ii)
Termination for Any Other Reason. If you terminate for any reason other than due
to death or Disability as specified in Section 4(a)(i), all of your
performance-based Units will be forfeited.



(b)
Restricted Stock Unit Award.



(i)
Termination Due to Death or Disability. If you die or become Disabled, your
Restricted Stock Units will fully vest on the date of your death or Disability.



(ii)
Termination Due to Retirement. If you terminate due to Retirement, and provided
that the Committee agrees to treat your termination as a Retirement, you will
vest in a prorated portion of your Restricted Stock Units determined by
multiplying the number of Units of Restricted Stock by a fraction, the numerator
of which is the number of whole months you were employed from the Grant Date to
the date of Retirement, and the denominator of which is 36.



(iii)
Termination for any Other Reason. If you terminate under any other
circumstances, all Restricted Stock Units will be forfeited on your termination
date.



5.
Settlement. If all applicable terms and conditions have been met, your Awards
will be settled according to the terms in the Grant Notices as soon as
administratively practicable, but no later than 60 days after the Normal Vesting
Date. Any fractional Units will be settled in cash based on the Fair Market
Value of a Share on the settlement date.




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6.
Other Terms and Conditions.



(a)
Rights With Respect to Shares.



(i)
Rights During Performance Period for Performance-Based Unit (ROIC) or (TSR)
Award.



A.
Voting Rights. During the Performance Period, you will have no voting rights
with respect to the Units.



B.
Dividend Equivalent Rights. You shall be granted dividend equivalent rights
entitling you to a payment equal to the amount of any cash dividends that are
declared and paid during the Performance Period with respect to the number of
Target Units subject to the terms and conditions of the Plan and this Award
Agreement. Your dividend equivalent rights shall be subject to the same terms
and conditions as the related performance-based Units and shall vest and be
settled in cash if, when and to the extent the related performance-based Units
vest and are settled. In the event a performance-based Unit is forfeited under
this Award Agreement, the related dividend equivalent right also will be
forfeited.



(ii)
Rights Prior to Vesting for Restricted Stock Unit Award.



A.
Voting Rights. Until your Units vest, you will have no voting rights with
respect to the Units.



B.
Dividend Equivalent Rights. You shall be granted dividend equivalent rights
entitling you to a payment equal to the amount of any cash dividends that are
declared and paid with respect to your Restricted Stock Units, subject to the
terms and conditions of the Plan and this Award Agreement. Your dividend
equivalent rights shall be subject to the same terms and conditions as the
related Restricted Stock Units and shall vest and be settled in cash if, when
and to the extent the related Restricted Stock Units vest and are settled. In
the event that a Restricted Stock Unit is forfeited under this Award Agreement,
the related dividend equivalent rights will also be forfeited.



(b)
Beneficiary Designation. You may name a beneficiary(ies) to receive any portion
of your Awards and any other right under the Plan that is unsettled at your
death. To do so, you must complete a beneficiary designation form by contacting
____________ by telephone (__________) or email (_______________). If you
previously completed a valid beneficiary designation form, such form will apply
to the Awards until it is changed or revoked. If you die without completing a
beneficiary designation form, or if you do not complete the form correctly, your
beneficiary will be your surviving spouse or, if you do not have a surviving
spouse, your estate.



(c)
Tax Withholding. The Company or an Affiliate, as applicable, will have the power
and right to deduct, withhold or collect any amount required by law or
regulation to be withheld with respect to any taxable event arising with respect
to the Awards. To the extent permitted by the Committee, in its sole discretion,
this amount may be: (i) withheld from other amounts owed to you (e.g. from your
salary), (ii) withheld from the value of any Awards being settled or any Shares
transferred in connection with payment of the Awards, (iii) withheld from the
vested portion of any Awards (including Shares transferable thereunder), whether
or not being paid at the time the taxable event arises, or (iv) collected
directly from you.



Subject to the approval of the Committee, you may elect to satisfy the
withholding requirement, in whole or in part, by having the Company or an
Affiliate, as applicable, withhold Shares having a Fair Market Value on the date
the tax is to be determined equal to the minimum statutory total tax that could
be imposed on the transaction; provided that such Shares would otherwise be
distributable at the time of the withholding and if such Shares are not
otherwise distributable at the time of such withholding, provided that you have
a vested right to distribution of such Shares at such time. All such elections
will be irrevocable and made in writing and will be subject to any terms and
conditions that the Committee, in its sole discretion, deems appropriate.
(d)
Transferring Your Awards. Normally, your Awards may not be transferred to
another person. However, as described above, you may complete a beneficiary
designation form to name the person to receive any portion of your Awards that
are settled after you die.




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(e)
Governing Law. This Award Agreement will be construed in accordance with and
governed by the laws (other than laws governing conflicts of laws) of the State
of Ohio, except to the extent that the Delaware General Corporation Law is
mandatorily applicable.



(f)
Other Agreements. Your Awards are subject to the terms of any other written
agreements between you and the Company or a Related Entity or Affiliate to the
extent that those other agreements do not directly conflict with the terms of
the Plan or this Award Agreement.



(g)
Adjustments to Your Awards. Subject to the terms of the Plan, your Awards will
be adjusted, if appropriate, to reflect any change to the Company's capital
structure (e.g., the number of your Shares will be adjusted to reflect a stock
split, a stock dividend, recapitalization, including an extraordinary dividend,
merger, consolidation, combination, spin-off, distribution of assets to
stockholders, exchange of Shares or other similar corporate change affecting
Shares).



(h)
Other Rules. Your Awards are subject to additional rules as described in the
Plan. You should read the Plan carefully to ensure you fully understand all the
terms and conditions of your Awards.










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