A. SCHULMAN, INC.

2014 EQUITY INCENTIVE PLAN

The Plan is intended to foster and promote the long-term financial success of the Company and its Affiliates and to increase stockholder value by   providing Participants an opportunity to acquire and maintain an ownership interest in the Company and enabling the Company and its Affiliates to attract and retain the services of outstanding individuals upon whose judgment and special efforts the successful conduct of the Company’s business is largely dependent.

ARTICLE I

DEFINITIONS

When used in the Plan, the following capitalized words, terms and phrases shall have the meanings set forth in this Article I. For purposes of the Plan, the form of any word, term or phrase shall include any and all of its other forms.

1.1     “Act ” shall mean the Securities Exchange Act of 1934, as amended from time to time, or any successor thereto.

1.2     “Affiliate” shall mean any entity with whom the Company would be considered a single employer under Section 414(b) or (c) of the Code, but modified as permitted under Treasury Regulations promulgated under any Code section relevant to the purpose for which the definition is applied.

1.3     “Award” shall mean any Nonqualified Stock Option, Incentive Stock Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, Other Stock-Based Award or Cash-Based Award granted pursuant to the Plan.

 

1.4     “Award Agreement” shall mean any written or electronic agreement between the Company and a Participant that describes the terms and conditions of an Award. If there is a conflict between the terms of the Plan and the terms of an Award Agreement, the terms of the Plan shall govern.

1.5     “Beneficial Owner” shall mean a “beneficial owner” as defined in Rule 13d-3 under the Act.

1.6     “Board” shall mean the Board of Directors of the Company.

1.7     “Cash-Based Award” shall mean a cash Award granted pursuant to Article X of the Plan.

1.8     “Cause” shall mean, unless otherwise provided in the related Award Agreement or in any employment agreement between the Participant and the Company or any Affiliate or in any other agreement between the Participant and the Company or any Affiliate (but only within the context of the events contemplated by the employment agreement or other agreement, as applicable), a Participant’s (a) gross neglect of duties owed to the Company or its Affiliates, (b) knowing commission of misfeasance or permission of nonfeasance of duties in any material respect, or (c) commission of a felony.

1.9 “Change in Control” shall mean, with respect to the payment, exercise or settlement of any Award:

(a)    Any Person (as defined below), within any 12 month period, becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its Affiliates other than in connection with the acquisition by the Company or its Affiliates of a business) representing 30 percent or more of either the then outstanding Shares of common stock of the Company or the combined voting power of the Company’s then outstanding securities; or

(b)    The following individuals cease for any reason to constitute a majority of the number of persons then serving on the Board (“Board Members”): individuals who, on the date hereof, constitute the Board and any new Board Member (other than a Board Member whose initial assumption of office is in connection with an actual or threatened election contest, including, but not limited to, a consent solicitation relating to the election of Board Members) whose appointment or election by the Board or nomination for election by the Company’s stockholders was approved by a

vote of at least two-thirds of the Board Members then still in office who either were Board Members on the date hereof or whose appointment, election or nomination for election was previously so approved; or

(c)    The Company consummates any other transaction involving a merger or consolidation with any other corporation or issues voting securities in connection with the consummation of a merger or consolidation of the Company (or any direct or indirect subsidiary of the Company) pursuant to applicable stock exchange requirements, other than: (i) a merger or consolidation in which voting securities of the Company outstanding immediately prior to such merger or consolidation continue to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof), in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any subsidiary of the Company, at least 70 percent of the combined voting power of the voting securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation; (ii) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities Beneficially Owned by such Person any securities acquired directly from the Company or its Subsidiaries other than in connection with the acquisition by the Company or its Subsidiaries of a business) representing 30 percent or more of either the then outstanding shares of common stock of the Company or the combined voting power of the Company’s then outstanding securities, or (iii) any transaction or series of integrated transactions immediately following which the record holders of the common Shares of the Company immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in an entity which owns all or substantially all of the assets of the Company immediately following such transaction or series of transactions; or

(d)    The Company liquidates, dissolves, or sells or disposes of all or substantially all of the Company’s assets, other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity, at least 70 percent of the combined voting power of the voting securities of which are owned by stockholders in substantially the same proportions as their ownership of the Company immediately prior to such sale.

Notwithstanding the foregoing, any event or transaction which would otherwise constitute a Change in Control (a “Transaction”) shall not constitute a Change in Control for purposes of this Plan if, with respect to a Participant, the Participant participates as an equity investor in the acquiring entity or any of its Affiliates (the “Acquiror”). For purposes of the preceding sentence, such Participant shall not be deemed to have participated as an equity investor in the Acquiror by virtue of: (x) obtaining Beneficial Ownership of any equity interest in the Acquiror as a result of the grant to the Participant of an incentive compensation award under one or more incentive plans of the Acquiror (including, but not limited to, the conversion in connection with the Transaction of incentive compensation awards of the Company into incentive compensation awards of the Acquiror), on terms and conditions substantially equivalent to those applicable to other executives of the Company immediately prior to the Transaction, after taking into account normal differences attributable to job responsibilities, title and similar matters; (y) obtaining Beneficial Ownership of any equity interest in the Acquiror on terms and conditions substantially equivalent to those obtained in the Transaction by all other stockholders of the Company or (z) passive ownership of less than 3 percent of the stock of the Acquiror.

For purposes of this definition, “Person” has the meaning given in Section 3(a)(9) of the Act, as modified and used in Sections 13(d) and 14(d) thereof, and shall include “persons acting as a group” within the meaning of Section 409A of the Code; provided, however, that except that the term will not include (i) the Company or any Related Entity, (ii) a trustee or other fiduciary holding securities under any employee benefit plan of the Company or any Related Entity, (iii) an underwriter temporarily holding securities pursuant to an offering of those securities, or (iv) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company.

 

1.10    “ Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, or any successor thereto.

    

(b)    in the case of all other Awards, the Compensation Committee of the Board (or a subcommittee thereof), which will be comprised of at least two directors, each of whom is an “outside director,” within the meaning of Section 162(m) of the Code and the Treasury Regulations promulgated thereunder, a “non-employee” director within the meaning of Rule 16b-3 under the Act, and an “independent director” under the rules of the exchange on which the Shares are listed.

1.12     “Company” shall mean A. Schulman, Inc., a Delaware corporation, and any successor thereto.

1.13     “Consultant” shall mean any person who renders services to the Company or any Affiliate other than an Employee or a Director.

1.14     “Covered Employee” shall mean a “covered employee” within the meaning of Section 162(m) of the Code and the Treasury Regulations promulgated thereunder.

1.15     “Director” shall mean a person who, on an applicable grant date, (a) is an elected member of the Board or of a Related Board (or has been appointed to the Board or to a Related Board to fill an unexpired term and will continue to serve at the expiration of that term only if elected by stockholders); and (b) is not an Employee.

1.16     “Disability” shall mean:

(a)    with respect to the payment, exercise or settlement of any Award that is (or becomes) subject to Section 409A of the Code (and for which no exception applies): (i) the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months; (ii) the Participant is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering Employees of the Participant’s employer; or (iii) the Participant is determined to be totally disabled by the Social Security Administration or Railroad Retirement Board; and

(b)    with respect to any other Award, “disability” as defined in Section 22(e)(3) of the Code;

Disability will be determined by the Committee in good faith upon receipt of sufficient medical advice from one or more individuals, selected by the Committee, who are qualified to give professional medical advice.

1.17     “Employee” shall mean any person who is a common law employee of the Company or any Affiliate. A person who is classified as other than a common-law employee but who is subsequently reclassified as a common law employee of the Company or any Affiliate for any reason and on any basis shall be treated as a common law employee only from the date that reclassification occurs and shall not retroactively be reclassified as an Employee for any purpose under the Plan.

1.18     “Fair Market Value” shall mean the value of one Share on any relevant date, determined under the following rules:

(a)    If the Shares are traded on an exchange, the reported “closing price” on the relevant date if it is a trading day, otherwise on the next trading day;

(b)    If the Shares are traded over-the-counter with no reported closing price, the mean between the lowest bid and the highest asked prices on that quotation system on the relevant date if it is a trading day, and if the relevant date is not a trading day, then on the next trading day; or

(c)    If neither (a) nor (b) applies: (i) with respect to Options, Stock Appreciation Rights and any Award that is subject to Section 409A of the Code, the value as determined by the Committee through the reasonable application

of a reasonable valuation method, taking into account all information material to the value of the Company, within the meaning of Section 409A of the Code and the Treasury Regulations promulgated thereunder; and (ii) with respect to all other Awards, the fair market value as determined by the Committee in good faith.

1.19    “ Full Value Award ” shall mean an Award that is settled by the issuance of Shares, other than an Incentive Stock Option, a Nonqualified Stock Option or a Stock Appreciation Right.

1.20     “Incentive Stock Option” shall mean an Option that is intended to satisfy the requirements of Section 422 of the Code.

1.21     “Nonqualified Stock Option” shall mean an Option that is not intended to be an Incentive Stock Option.

1.22     “Option” shall mean an option to purchase Shares which is granted pursuant to Article V of the Plan. An Option may be either an Incentive Stock Option or a Nonqualified Stock Option.

1.23     “Other Stock-Based Award” shall mean an Award granted pursuant to Article IX of the Plan.

1.24     “Participant” shall mean an Employee, Director or Consultant who is granted an Award under the Plan.

1.25     “Performance-Based Award” shall mean an Award granted pursuant to Article XI of the Plan.

1.26     “Performance Criteria” shall mean (a) with respect to a Participant who is or is likely to be a Covered Employee and for an Award that is intended to constitute “qualified performance based compensation” within the meaning of Section 162(m) of the Code, the performance criteria described in Section 11.2(a) of the Plan, and (b) with respect to any other Participant, any performance criteria determined by the Committee in its sole discretion.

1.27     “Plan” shall mean the A. Schulman, Inc. 2014 Equity Incentive Plan, as set forth herein and as may be amended from time to time.

1.28     “Related Board” shall mean the board of directors of any incorporated Affiliate or the governing body of any unincorporated Affiliate.

  

1.29     “Restricted Stock” shall mean an Award granted pursuant to Article VII of the Plan under which a Participant is issued Shares which are subject to specified restrictions on vesting and transferability.

1.30     “Restricted Stock Unit” shall mean an Award granted pursuant to Article VIII of the Plan under which a Participant is issued a right to receive a specified number of Shares or a cash payment equal to a specified number of Shares, the settlement of which is subject to specified restrictions on vesting and transferability.

1.31     “Retirement” shall mean, unless otherwise provided in the related Award Agreement or in any employment agreement between the Participant and the Company or any Affiliate or in any other agreement between the Participant and the Company or any Affiliate (but only within the context of the events contemplated by the employment agreement or other agreement, as applicable): (a) with respect to Participants who are Employees, voluntary termination after age 60; and (b) with respect to Participants who are Directors, voluntary termination of service as a Director (i) after serving one full term as elected Director, and (ii) being nominated for election to a second consecutive term.

1.32 “Shares” shall mean the common shares, par value $0.01 per share, of the Company or any security of

the Company issued in satisfaction, exchange or in place of these shares.

1.33     “Stock Appreciation Right” shall mean an Award granted pursuant to Article VI of the Plan under which a Participant is given the right to receive the difference between the Fair Market Value of a Share on the date of grant and the Fair Market Value of a Share on the date of exercise of the Award.

1.34     “Subsidiary” shall mean with respect to an Incentive Stock Option, an Affiliate that is also a “subsidiary corporation” as defined under Section 424(f) of the Code.

1.35     “Treasury Regulations” shall mean the regulations issued by the United States Department of the Treasury with respect to the relevant section of the Code.

ARTICLE II

SHARES SUBJECT TO THE PLAN

2.1     Number of Shares Available for Awards . Subject to this Article II, the aggregate number of Shares with respect to which Awards may be granted under the Plan shall be 2,000,000, all of which may be granted with respect to Incentive Stock Options. The Shares may consist, in whole or in part, of treasury Shares, authorized but unissued Shares not reserved for any other purpose or Shares purchased by the Company or an independent agent in either a private transaction or in the open market. Subject to this Article II: (a) upon a grant of a Full Value Award, the number of Shares available for issuance under the Plan shall be reduced by 1.77 Shares for each Share subject to such Full Value Award, and any Shares underlying such an Award that become available for future grant under the Plan pursuant to Section 2.2 shall be added back to the Plan in an amount equal to the number of Shares subject to the Award at the date of grant, and (b) upon a grant of an Option or Stock Appreciation Right, the number of Shares available for issuance under the Plan shall be reduced by an amount equal to the number of Shares subject to such Award, and any Shares underlying such an Award that become available for future grant under the Plan pursuant to Section 2.2 shall be added back to the Plan in an amount equal to the number of Shares subject to such an Award that become available for future grant under the Plan pursuant to Section 2.2. Without limiting the foregoing, with respect to any Stock Appreciation Right that is settled in Shares, the full number of Shares subject to the Award shall count against the number of Shares available for Awards under the Plan regardless of the number of Shares used to settle the Stock Appreciation Right upon exercise.

2.2     Share Usage . In addition to the number of Shares provided for in Section 2.1, the following Shares shall be available for Awards under the Plan (a) Shares covered by an Award that expires or is forfeited, canceled, surrendered or otherwise terminated without the issuance of such Shares, (b) Shares covered by an Award that is settled only in cash, (c) Shares granted through the assumption of, or in substitution for, outstanding awards granted by a company to individuals who become Employees, Directors or Consultants as the result of a merger, consolidation, acquisition or other corporate transaction involving such company and the Company or any Affiliate, and (d) any Shares from awards exercised for or settled in vested and nonforfeitable Shares that are later returned to the Company pursuant to any compensation recoupment policy, provision or agreement. Nothing in the foregoing shall be construed as permitting any Shares surrendered upon exercise of an Award as payment of the applicable exercise price or withheld to satisfy any applicable taxes to be again available for Awards under the Plan.

2.3     Fiscal Year Limits . Notwithstanding any provision in the Plan to the contrary (but subject to adjustment as provided in Section 2.4):

(a)     Options . The maximum number of Options granted under the Plan in any fiscal year of the Company to any one Participant shall be for 250,000 Shares.

(b)     Stock Appreciation Rights . The maximum number of Stock Appreciation Rights granted under the Plan in any fiscal year of the Company to any one Participant shall be 250,000 with respect to Shares.

(c)     Performance-Based Awards . With respect to any one fiscal year of the Company (i) the maximum amount that may be paid to any one Participant for Performance-Based Awards payable in cash or property other than Shares shall be $3,000,000; and (ii) the maximum number of Shares that may be paid to any one Participant for Performance-Based Awards payable in Shares shall be 150,000 Shares. For purposes of applying these limits in the case of multi-year performance periods, the amount of cash or property or number of Shares deemed paid with respect to any one fiscal year of the Company is the total amount payable or Shares earned for the performance period divided by the number of fiscal years in the performance period.

(d)     Awards to Non-Employee Directors . The maximum aggregate number of Shares associated with any Award made under the Plan in any fiscal year of the Company to any one Non-Employee Director shall be 10,000 Shares.

2.4     Adjustments .

(a)     Mandatory Adjustments . In the event of a nonreciprocal transaction between the Company and its stockholders that causes the per-share value of the Shares to change (including, without limitation, any stock dividend, stock split, spin-off, rights offering, or large nonrecurring cash dividend), the Committee shall make such adjustments to the Plan and Awards as it deems necessary, in its sole discretion, to prevent dilution or enlargement of rights immediately resulting from such transaction. Action by the Committee may include: (i) adjustment of the number and kind of Shares that may be delivered under the Plan; (ii) adjustment of the number and kind of Shares subject to outstanding Awards; (iii) adjustment of the exercise price or base price of outstanding Awards or the measure to be used to determine the amount of the benefit payable on an Award; and (iv) any other adjustments that the Committee determines to be equitable. Notwithstanding the foregoing, the Committee shall not make any adjustments to outstanding Options or Stock Appreciation Rights that would constitute a modification or substitution of the stock right under Treasury Regulation Section 1.409A-1(b)(5)(v) that would be treated as the grant of a new stock right or change in the form of payment for purposes of Code Section 409A. Without limiting the foregoing, in the event of a subdivision of the outstanding Shares (stock-split), a declaration of a dividend payable in Shares, or a combination or consolidation of the outstanding Shares into a lesser number of Shares, the authorization limits under Section 2.1 and 2.3 shall automatically be adjusted proportionately, and the Shares then subject to each Award shall automatically, without the necessity for any additional action by the Committee, be adjusted proportionately without any change in the aggregate purchase price therefor.

(b)     Discretionary Adjustments . Upon the occurrence or in anticipation of any corporate event or transaction involving the Company (including, without limitation, any merger, reorganization, recapitalization, combination or exchange of Shares, or any transaction described in paragraph (a) of this Section 2.4), the Committee may, in its sole discretion, provide (i) that Awards will be settled in cash rather than Shares, (ii) that Awards will become immediately vested and non-forfeitable and exercisable (in whole or in part) and will expire after a designated period of time to the extent not then exercised, (iii) that Awards will be assumed by another party to a transaction or otherwise be equitably converted or substituted in connection with such transaction, (iv) that outstanding Awards may be settled by payment in cash or cash equivalents equal to the excess of the Fair Market Value of the underlying Shares, as of a specified date associated with the transaction, over the exercise or base price of the Award, (v) that Performance Criteria and performance periods for Performance-Based Awards will be modified, consistent with Code Section 162(m) where applicable, or (vi) any combination of the foregoing. The Committee’s determination need not be uniform and may be different for different Participants whether or not such Participants are similarly situated. Any adjustment pursuant to this paragraph (b) shall be subject to the provisions of Section 14.

2.5     Full Value Awards . Notwithstanding anything in the Plan to the contrary, the Committee may grant Full Value Awards covering up to ten percent (10%) of the Shares available for issuance pursuant to Section 2.1 without regard to the minimum vesting requirements of Sections 7.3(a), 8.3, and 9.1 of the Plan.

 

ARTICLE III

ADMINISTRATION

3.1     In General . The Plan shall be administered by the Committee. The Committee shall have full power and authority to: (a) interpret the Plan and any Award Agreement; (b) establish, amend and rescind any rules and regulations relating to the Plan; (c) select Participants; (d) establish the terms and conditions of any Award consistent with the terms and conditions of the Plan, including the dates on which Awards may vest and be exercised, the acceleration of any such dates and the expiration date of any Award; and (e) make any other determinations that it deems necessary or desirable for the administration of the Plan. The Committee may correct any defect, supply any omission or reconcile any inconsistency in the Plan or in any Award Agreement in the manner and to the extent the Committee deems necessary or desirable. Any decision of the Committee in the interpretation and administration of the Plan shall be made in the Committee’s sole and absolute discretion and shall be final, conclusive and binding on all persons.

3.2     Delegation of Duties . In its sole discretion, the Committee may delegate any ministerial duties associated with the Plan to any person (including Employees) it deems appropriate; provided, however, that the Committee may not delegate (a) any duties that it is required to discharge to comply with Section 162(m) of the Code or any other applicable law, (b) its authority to grant Awards to any Participant who is subject to Section 16 of the Act, or (c) its authority under any equity award granting policy of the Company that may be in effect from time to time.

ARTICLE IV

ELIGIBILITY

Any Employee, Director or Consultant selected by the Committee shall be eligible to be a Participant in the Plan; provided, however, that Incentive Stock Options shall only be granted to Employees who are employed by the Company or a Subsidiary.

ARTICLE V

OPTIONS

5.1     Grant of Options . Subject to the terms and conditions of the Plan, Options may be granted to Participants in such number, and upon such terms and conditions, as shall be determined by the Committee in its sole discretion.

5.2     Award Agreement . Each Option shall be evidenced by an Award Agreement that shall specify the exercise price, the term of the Option, the number of Shares covered by the Option, the conditions upon which the Option shall become vested and exercisable and such other terms and conditions as the Committee shall determine and which are not inconsistent with the terms and conditions of the Plan. The Award Agreement also shall specify whether the Option is intended to be an Incentive Stock Option or a Nonqualified Stock Option.

5.3     Exercise Price . The exercise price per Share of an Option shall be determined by the Committee at the time the Option is granted; provided, however, that in no event shall the exercise price per Share of any Option be less than one hundred percent (100%) of the Fair Market Value of a Share on the date of grant.

5.4     Prohibition on Repricing . Except as otherwise provided in Section 2.4, without the prior approval of the stockholders of the Company: (a) the exercise price of an Option may not be reduced, directly or indirectly, (b) an Option may not be cancelled in exchange for cash, other Awards, or Options or Stock Appreciation Rights with an exercise or base price that is less than the exercise price of the original Option, or otherwise, and (c) the Company may not repurchase an Option for value (in cash, substitutions, cash buyouts, or otherwise) from a Participant if the current Fair Market Value of the Shares underlying the Option is lower than the exercise price per share of the Option.

5.5     Term . The term of an Option shall be determined by the Committee; provided, however, that in no event shall the term of any Option exceed ten (10) years from its date of grant.

5.6     Exercisability . Options shall become exercisable at such times and upon such terms and conditions as shall be determined by the Committee. Such terms and conditions may include, without limitation, the satisfaction of (a) performance goals based on one or more Performance Criteria, or (b) time-based vesting requirements.

5.7     Exercise of Options . Except as otherwise provided in the Plan or in a related Award Agreement, an Option may be exercised for all or any portion of the Shares for which it is then exercisable. An Option shall be exercised by the delivery of a notice of exercise to the Company or its designee in a form specified by the Committee which sets forth the number of Shares with respect to which the Option is to be exercised and full payment of the exercise price for such Shares. The exercise price of an Option may be paid (a) in cash or its equivalent, (b) by tendering (either by actual delivery or attestation) previously acquired Shares having an aggregate Fair Market Value at the time of exercise equal to the aggregate exercise price; provided that such Shares had been held for at least six months or such other period required to obtain favorable accounting treatment and to comply with the requirements of Section 16 of the Act, (c) by a cashless exercise (including by withholding Shares deliverable upon exercise and through a broker-assisted arrangement to the extent permitted by applicable law); (d) by a combination of the methods described in clauses (a),

(b) and/or (c); or (e) though any other method approved by the Committee in its sole discretion. As soon as practicable after receipt of the notification of exercise and full payment of the exercise price, the Company shall cause the appropriate number of Shares to be issued to the Participant.

5.8     Special Rules Applicable to Incentive Stock Options . Notwithstanding any other provision in the Plan to the contrary:

(a)    The terms and conditions of Incentive Stock Options shall be subject to and comply with the requirements of Section 422 of the Code.

(b)    The aggregate Fair Market Value of the Shares (determined as of the date of grant) with respect to which Incentive Stock Options are exercisable for the first time by any Participant during any calendar year (under all plans of the Company and its Subsidiaries) may not be greater than $100,000 (or such other amount specified in Section 422 of the Code), as calculated under Section 422 of the Code.

(c)    No Incentive Stock Option shall be granted to any Participant who, at the time the Incentive Stock Option is granted, owns stock possessing more than ten percent of the total combined voting power of all classes of stock of the Company or of any Subsidiary, unless: (i) the exercise price of such Incentive Stock Option is at least 110 percent of the Fair Market Value of a Share on the date the Incentive Stock Option is granted; and (ii) the date on which such Incentive Stock Option will expire is not later than five years from the date the Incentive Stock Option is granted.

ARTICLE VI

STOCK APPRECIATION RIGHTS

6.1     Grant of Stock Appreciation Rights . Subject to the terms and conditions of the Plan, Stock Appreciation Rights may be granted to Participants in such number, and upon such terms and conditions, as shall be determined by the Committee in its sole discretion.

6.2     Award Agreement . Each Stock Appreciation Right shall be evidenced by an Award Agreement that shall specify the exercise price, the term of the Stock Appreciation Right, the number of Shares covered by the Stock Appreciation Right, the conditions upon which the Stock Appreciation Right shall become vested and exercisable and such other terms and conditions as the Committee shall determine and which are not inconsistent with the terms and conditions of the Plan.

6.3     Exercise Price . The exercise price per Share of a Stock Appreciation Right shall be determined by the Committee at the time the Stock Appreciation Right is granted; provided, however, that in no event shall the exercise price per Share of any Stock Appreciation Right be less than 100 percent of the Fair Market Value of a Share on the date of grant.

6.4     Prohibition on Repricing . Except as otherwise provided in Section 2.4, without the prior approval of the stockholders of the Company: (a) the base price of a Stock Appreciation Right may not be reduced, directly or indirectly, (b) a Stock Appreciation Right may not be cancelled in exchange for cash, other Awards, or Options or Stock Appreciation Rights with an exercise or base price that is less than the base price of the original Stock Appreciation Right, and (c) the Company may not repurchase a Stock Appreciation Right for value (in cash, substitutions, cash buyouts, or otherwise) from a Participant if the current Fair Market Value of the Shares underlying the Stock Appreciation Right is lower than the base price per share of the Stock Appreciation Right.

6.5     Term . The term of a Stock Appreciation Right shall be determined by the Committee; provided however, that in no event shall the term of any Stock Appreciation Right exceed ten years from its date of grant.

6.6     Exercisability of Stock Appreciation Rights . A Stock Appreciation Right shall become exercisable at such times and upon such terms and conditions as may be determined by the Committee. Such terms and conditions may include, without limitation, the satisfaction of (a) performance goals based on one or more Performance Criteria, or (b) time-based vesting requirements.

6.7     Exercise of Stock Appreciation Rights . Except as otherwise provided in the Plan or in a related Award Agreement, a Stock Appreciation Right may be exercised for all or any portion of the Shares for which it is then exercisable. A Stock Appreciation Right shall be exercised by the delivery of a notice of exercise to the Company or its designee in a form specified by the Committee which sets forth the number of Shares with respect to which the Stock Appreciation Right is to be exercised. Upon exercise, a Stock Appreciation Right shall entitle a Participant to an amount equal to: (a) the excess of (i) the Fair Market Value of a Share on the exercise date over (ii) the exercise price per Share; multiplied by (b) the number of Shares with respect to which the Stock Appreciation Right is exercised. A Stock Appreciation Right may be settled in full Shares, cash or a combination thereof, as specified by the Committee in the related Award Agreement.

ARTICLE VII

RESTRICTED STOCK

7.1     Grant of Restricted Stock . Subject to the terms and conditions of the Plan, Shares of Restricted Stock may be granted to Participants in such number, and upon such terms and conditions, as shall be determined by the Committee in its sole discretion.

7.2     Award Agreement . Each Restricted Stock Award shall be evidenced by an Award Agreement that shall specify the number of Shares of Restricted Stock, the restricted period(s) applicable to the Shares of Restricted Stock, the conditions upon which the restrictions on the Shares of Restricted Stock will lapse and such other terms and conditions as the Committee shall determine and which are not inconsistent with the terms and conditions of the Plan.

7.3     Terms, Conditions and Restrictions .

(a)    The Committee shall impose such other terms, conditions and/or restrictions on any Shares of Restricted Stock as it may deem advisable, including, without limitation, a requirement that the Participant pay a purchase price for each Share of Restricted Stock, restrictions based on the achievement of specific performance goals (which may be based on one or more of the Performance Criteria), time-based restrictions or holding requirements or sale restrictions placed on the Shares by the Company upon vesting of such Restricted Stock. Notwithstanding the foregoing, subject to Section 2.5 and Article XIII of the Plan or as described in the related Award Agreement in connection with a Participant’s death, termination due to Disability and/or Retirement, no condition on vesting of a Restricted Stock Award that is based upon achievement of specified performance goals shall be based on performance over a period of less than one year and no condition on vesting of a Restricted Stock Award that is based upon continued employment or the passage of time shall provide for vesting in full of the Restricted Stock Award more quickly than in pro rata installments over three years from the date of grant of the Award.

(b)    To the extent deemed appropriate by the Committee, the Company may retain the certificates representing Shares of Restricted Stock in the Company’s possession until such time as all terms, conditions and/or restrictions applicable to such Shares have been satisfied or lapse.

(c)    Unless otherwise provided in the related Award Agreement or required by applicable law, the restrictions imposed on Shares of Restricted Stock shall lapse upon the expiration or termination of the applicable restricted period and the satisfaction of any other applicable terms and conditions.

7.4     Rights Associated with Restricted Stock during Restricted Period . During any restricted period applicable to Shares of Restricted Stock:

(a)    Such Shares of Restricted Stock may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated.

(b)    Unless otherwise provided in the related Award Agreement: (i) the Participant shall be entitled to exercise full voting rights associated with such Shares of Restricted Stock; and (ii) the Participant shall be entitled to all dividends and other distributions paid with respect to such Shares of Restricted Stock during the restricted period;

provided, however, that receipt of any such dividends or other distributions will be subject to the same terms and conditions as the Shares of Restricted Stock with respect to which they are paid.

ARTICLE VIII

RESTRICTED STOCK UNITS

8.1     Grant of Restricted Stock Units . Subject to the terms and conditions of the Plan, Participants may be granted Restricted Stock Units in such number, and upon such terms and conditions, as shall be determined by the Committee in its sole discretion.

8.2     Award Agreement . Each Award of Restricted Stock Units shall be evidenced by an Award Agreement that shall specify the number of Shares underlying the Award, the restricted period(s), the conditions upon which the restrictions on the Restricted Stock Units will lapse, the time at and form in which the Restricted Stock Units will be settled, and such other terms and conditions as the Committee shall determine and which are not inconsistent with the terms and conditions of the Plan.

8.3     Terms, Conditions and Restrictions . The Committee shall impose such other terms, conditions and/or restrictions on any Award of Restricted Stock Units as it may deem advisable, including, without limitation, restrictions based on the achievement of specific performance goals (which may be based on one or more of the Performance Criteria), time-based restrictions or holding requirements or sale restrictions placed on the Shares by the Company upon vesting of such Restricted Stock. Notwithstanding the foregoing, subject to Section 2.5 and Article XIII of the Plan or as described in the related Award Agreement in connection with a Participant’s death, termination due to Disability and/or Retirement, no condition on vesting of an Award of Restricted Stock Units that is based upon achievement of specified performance goals shall be based on performance over a period of less than one year and no condition on vesting of an Award of Restricted Stock Units that is based upon continued employment or the passage of time shall provide for vesting in full of the Restricted Stock Units more quickly than in pro rata installments over three years from the date of grant of the Award.

8.4     Form of Settlement . An Award of Restricted Stock Units may be settled in full Shares, cash or a combination thereof, as specified by the Committee in the related Award Agreement.

8.5     Dividend Equivalents . Awards of Restricted Stock Units may provide the Participant with dividend equivalents, as determined by the Committee in its sole discretion and set forth in the related Award Agreement. In no event will a Participant have any voting rights with respect to the Shares underlying the Restricted Stock Units.

ARTICLE IX

OTHER STOCK-BASED AWARDS

9.1     Grant of Other Stock-Based Awards . Subject to the terms and conditions of the Plan, Other Stock-Based Awards may be granted to Participants in such number, and upon such terms and conditions, as shall be determined by the Committee in its sole discretion. Other Stock-Based Awards are Awards that are valued in whole or in part by reference to, or otherwise based on the Fair Market Value of, the Shares, and shall be in such form as the Committee shall determine, including without limitation, (a) unrestricted Shares, whole or otherwise, or (b) performance-based restricted stock units that are settled in Shares and/or cash. Notwithstanding the foregoing, subject to Section 2.5 and Article XIII of the Plan or as described in the related Award Agreement in connection with a Participant’s death, termination due to Disability and/or Retirement, no condition on vesting of an Other Stock-Based Award that is based upon achievement of specified performance goals shall be based on performance over a period of less than one year and no condition on vesting of an Other Stock-Based Award that is based upon continued employment or the passage of time shall provide for vesting in full of the Other Stock-Based Award more quickly than in pro rata installments over three years from the date of grant of the Award.

9.2     Award Agreement . Each Other Stock-Based Award shall be evidenced by an Award Agreement that shall specify the terms and conditions upon which the Other Stock-Based Award shall become vested, if applicable, the time

and method of settlement, the form of settlement and such other terms and conditions as the Committee shall determine and which are not inconsistent with the terms and conditions of the Plan.

9.3     Form of Settlement . An Other Stock-Based Award may be settled in full Shares, cash or a combination thereof, as specified by the Committee in the related Award Agreement.

9.4     Dividend Equivalents . Awards of Other Stock-Based Awards may provide the Participant with dividend equivalents, as determined by the Committee in its sole discretion and set forth in the related Award Agreement. Nothing in the foregoing shall be construed as permitted dividend equivalents to be provided with respect to any unearned Performance Award.

ARTICLE X

CASH-BASED AWARDS

Subject to the terms and conditions of the Plan, Cash-Based Awards may be granted to Participants in such amounts and upon such other terms and conditions as shall be determined by the Committee in its sole discretion. Each Cash-Based Award shall be evidenced by an Award Agreement that shall specify the payment amount or payment range, the time and method of settlement and the other terms and conditions, as applicable, of such Award which may include, without limitation, performance objectives and that the Cash-Based Award is a Performance-Based Award under Article XI.

ARTICLE XI

PERFORMANCE-BASED AWARDS

11.1     In General . Notwithstanding anything in the Plan to the contrary, Cash-Based Awards, Shares of Restricted Stock and Other Stock-Based Awards may be granted in a manner which is deductible by the Company under Section 162(m) of the Code as Performance-Based Awards. As determined by the Committee in its sole discretion, the grant, vesting, exercisability and/or settlement of any Performance-Based Award shall be conditioned on the attainment of performance goals based upon one or more Performance Criteria during a performance period established by the Committee. Any such Performance-Based Award must meet the requirements of this Article XI.

11.2     Performance Criteria .

(a)    For purposes of the Plan, the “Performance Criteria” for Participants who are or are likely to be Covered Employees may be based upon or derived from any of the following:

(b)    Performance Criteria may relate to the individual Participant, the Company, the Company and one or more Affiliate or one or more of their respective divisions or business units, or any combination of the foregoing, and may be applied on an absolute basis and/or be relative to one or more peer group companies or indices, or any combination thereof, in each case, as determined by the Committee in its sole discretion.

11.3     Establishment of Performance Goals . With respect to Performance-Based Awards for Participants who are or are likely to be Covered Employees, the Committee shall establish (a) the applicable performance goals and performance period, (b) the formula for computing the Performance-Based Award and (c) such other terms and conditions applicable to the Performance-Based Award in writing while the outcome of the applicable performance period is substantially uncertain, but in no event later than the earlier of: (i) 90 days after the beginning of the applicable performance period; or (ii) the expiration of 25 percent of the applicable performance period.

11.4     Certification of Performance . With respect to Performance-Based Awards for Participants who are or are likely to be Covered Employees and that are intended to constitute “qualified performance based compensation” within the meaning of Section 162(m) of the Code, the Committee shall certify in writing whether the applicable performance goals and other material terms imposed on such Performance-Based Awards have been satisfied, and, if they have, ascertain the amount of the applicable Performance-Based Award. No such Performance-Based Award shall be granted, vested, exercisable and/or settled, as the case may be, until the Committee makes this certification.

11.5     Modifying Performance-Based Awards . To the extent consistent with Section 162(m) of the Code, performance goals relating to such Performance-Based Awards may be calculated without regard to extraordinary items or adjusted, as the Committee deems equitable, in recognition of unusual or non-recurring events affecting the Company and/or its Affiliates or changes in applicable tax laws or accounting principles.

11.6     Negative Discretion . In the Committee’s sole discretion, the amount of a Performance-Based Award actually paid to a Participant may be less than the amount otherwise payable based on the satisfaction of the performance goals and other materials terms of the Performance-Based Award.

ARTICLE XII

TERMINATION OF EMPLOYMENT OR SERVICE

With respect to each Award granted under the Plan, the Committee shall, subject to the terms and conditions of the Plan, determine the extent to which the Award shall vest and the extent to which the Participant shall have the right to exercise and/or receive settlement of the Award on or following the Participant’s termination of employment or services with the Company and/or an Affiliate. Such provisions shall be determined in the sole discretion of the Committee at any time prior to or after such termination, shall be included in the related Award Agreement or an amendment thereto, need not be uniform among all Awards granted under the Plan and may reflect distinctions based on the reasons for termination.

Subject to Sections 7.3(a), 8.3 and 9.1, or as otherwise provided in the Plan, the vesting conditions of an Award may only be accelerated upon the death, termination due to Disability, Retirement or involuntary termination without Cause of the Participant. Notwithstanding the foregoing, in no event shall any Performance-Based Award granted to a Covered Employee that is intended to constitute “qualified performance-based compensation” under Section 162(m) of the Code, be settled or become exercisable in full, upon the termination of employment of the Covered Employee without regard to the satisfaction of the related Performance Criteria.

ARTICLE XIII

CHANGE IN CONTROL

13.1     Exercise and Settlement.     Except as otherwise provided in the related Award Agreement, upon the occurrence of a Change in Control: (a) unless outstanding Awards are effectively assumed by the surviving or acquiring entity or otherwise remain outstanding, (i) all of the Participant’s Awards will be fully vested; (ii) all performance objectives relating to a Participant’s Awards will be deemed to have been satisfied (and, if the performance objectives required that performance be attained at a “target” level, the performance objectives will be deemed to have been satisfied at that “target” level) as of the date of such Change in Control; (iii) all Options and Stock Appreciation Rights will be fully exercisable; and (iv) all Awards other than Options and Stock Appreciation Rights will be paid or settled, as the case may be, within 60 days following the date of such Change in Control; and (b) if an Award is effectively so assumed or remains outstanding and the Participant’s employment is terminated by the surviving or acquiring entity without Cause within 12 months after the consummation of such Change in Control transaction, such Award will be treated in the manner described in subparagraphs (i) through (iv) of paragraph (a) of this Section 13.1 upon such termination of employment. Any action relating to an Award that is subject to Section 409A of the Code shall be consistent with the requirements thereof.

13.2.     Effect of Section 280G of the Code. Unless specified otherwise in the associated Award Agreement or in another written agreement between the Participant and the Company or any Affiliate, if the Company concludes that any payment or benefit due to a Participant under the Plan, when combined with any other payment or benefit due to the Participant from the Company or any other entity (collectively, the “Payor”), would be considered a “parachute payment” within the meaning of Section 280G of the Code, the Payor will reduce the payments and benefits due to the Participant under the Plan to $1.00 less than the amount that would otherwise be considered a “parachute payment” within the meaning of Section 280G of the Code. Any reduction pursuant to this Section 13.2 shall be made in accordance with Section 409A of the Code and the Treasury Regulations promulgated thereunder.

ARTICLE XIV

AMENDMENT OR TERMINATION OF THE PLAN

14.1     In General . The Board or the Committee may amend or terminate the Plan at any time; provided, however, that no amendment or termination shall be made without the approval of the Company’s stockholders to the extent that (a) the amendment materially increases the benefits accruing to Participants under the Plan, (b) the amendment materially increases the aggregate number of Shares authorized for grant under the Plan (excluding an increase in the number of Shares that may be issued under the Plan as a result of Section 2.4), (c) the amendment materially modifies the requirements as to eligibility for participation in the Plan, or (d) such approval is required by any law, regulation or stock exchange rule.

14.2     Awards Previously Made . At any time and from time to time, the Committee may amend, modify or terminate any outstanding Award without approval of the Participant; provided, however:

(a)    Subject to the terms of the applicable Award Agreement, such amendment, modification or termination shall not, without the Participant’s consent, reduce or diminish the value of such Award determined as if the Award had been exercised, vested, cashed in or otherwise settled on the date of such amendment or termination (with the per-share value of an Option or Stock Appreciation Right for this purpose being calculated as the excess, if any, of the Fair Market Value as of the date of such amendment or termination over the exercise or base price of such Award);

(b)    The original term of an Option or Stock Appreciation Right may not be extended without the prior approval of the stockholders of the Company;

(c)    Except as otherwise provided in Section 2.4, the exercise price of an Option or base price of a Stock Appreciation Right may not be reduced, directly or indirectly, without the prior approval of the stockholders of the Company; and

(d)    No termination, amendment, or modification of the Plan shall adversely affect any Award previously made under the Plan, without the written consent of the Participant affected thereby. An outstanding Award shall not be deemed to be “adversely affected” by a Plan amendment if such amendment would not reduce or diminish the value of such Award determined as if the Award had been exercised, vested, cashed in or otherwise settled on the date of such amendment (with the per-share value of an Option or Stock Appreciation Right for this purpose being calculated as the excess, if any, of the Fair Market Value as of the date of such amendment over the exercise or base price of such Award).

14.3     Compliance Amendments . Notwithstanding anything in the Plan or in any Award Agreement to the contrary, the Board or the Committee may amend the Plan or an Award Agreement, to take effect retroactively or otherwise, as deemed necessary or advisable for the purpose of conforming the Plan or Award Agreement to any present or future law relating to plans of this or similar nature (including, but not limited to, Code Section 409A), and to the administrative regulations and rulings promulgated thereunder. By accepting an Award under this Plan, a Participant agrees to any amendment made pursuant to this Section 14.3 to any Award made under the Plan without further consideration or action.

14.4     Correction of Errors . Notwithstanding anything in any Award Agreement to the contrary, the Committee may amend an Award Agreement to take effect retroactively or otherwise, as deemed necessary or advisable for the purpose of correcting errors occurring in connection with the grant or documentation of an Award, including rescinding an Award erroneously granted, including, but not limited to, an Award erroneously granted to an individual who does not qualify as a Participant on the date of grant. By accepting an Award under this Plan, a Participant agrees to any amendment made pursuant to this Section 14.4 to any Award made under the Plan without further consideration or action.

ARTICLE XV

TRANSFERABILITY

15.1    Except as described in Section 15.2 or as provided in a related Award Agreement, an Award may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated, except by will or the laws of descent and distribution and, during a Participant’s lifetime, may be exercised only by the Participant or the Participant’s guardian or legal representative. Notwithstanding any provision contained in this Article XV, no Award may be transferred by a Participant for value or consideration.

15.2    Unless otherwise specifically designated by the Participant in writing, a Participant’s beneficiary under the Plan shall be the Participant’s spouse or, if no spouse survives the Participant, the Participant’s estate.

ARTICLE XVI

MISCELLANEOUS

16.1     No Right to Continued Service or to Awards . The granting of an Award under the Plan shall impose no obligation on the Company or any Affiliate to continue the employment or services of a Participant or interfere with or limit the right of the Company or any Affiliate to terminate the services of any Employee, Director or Consultant at any time. In addition, no Employee, Director or Consultant shall have any right to be granted any Award, and there is no obligation for uniformity of treatment of Participants. The terms and conditions of Awards and the Committee’s interpretations and determinations with respect thereto need not be the same with respect to each Participant.

16.2     Tax Withholding .

(a)    The Company or an Affiliate, as applicable, shall have the power and the 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 an Award granted under the Plan. This amount may, as determined by the Committee in its sole discretion, be: (i) withheld from other amounts due to the Participant; (ii) withheld from the value of any Award being settled or any Shares being transferred in connection with the exercise or settlement of an Award; (iii) withheld from the vested portion of any Award (including the Shares transferable thereunder), whether or not being exercised or settled at the time the taxable event arises; or (iv) collected directly from the Participant.

(b)    Subject to the approval of the Committee, a Participant 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 to the Participant at the time of the withholding and if such Shares are not otherwise distributable at the time of the withholding, provided that the Participant has a vested right to distribution of such Shares at such time. All such elections shall be irrevocable and made in writing and shall be subject to any terms and conditions that the Committee, in its sole discretion, deems appropriate.

16.3     Requirements of Law . The grant of Awards and the issuance of Shares shall be subject to all applicable laws, rules and regulations (including applicable federal and state securities laws) and to all required approvals of any governmental agencies or national securities exchange, market or other quotation system. Without limiting the foregoing, the Company shall have no obligation to issue Shares under the Plan prior to (a) receipt of any approvals from any governmental agencies or national securities exchange, market or quotation system that the Committee deems necessary and (b) completion of registration or other qualification of the Shares under any applicable federal or state law or ruling of any governmental agency that the Committee deems necessary.

16.4     Legends . Certificates for Shares delivered under the Plan may be subject to such stock transfer orders and other restrictions that the Committee deems advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, any stock exchange or other recognized market or quotation system upon which the Shares are then listed or traded, or any other applicable federal or state securities law. The Committee may cause a legend or legends to be placed on any certificates issued under the Plan to make appropriate reference to restrictions within the scope of this Section 16.4.

16.5     Uncertificated Shares . To the extent that the Plan provides for the issuance of certificates to reflect the transfer of Shares, the transfer of Shares may be effected on a noncertificated basis, to the extent not prohibited by applicable law or the applicable rules of any stock exchange.

16.6     Governing Law . The Plan and all Award Agreements shall be governed by and construed in accordance with the laws of (other than laws governing conflicts of laws) the State of Ohio, except to the extent that the laws of the state in which the Company is incorporated are mandatorily applicable.

16.7     No Impact on Benefits . Awards are not compensation for purposes of calculating a Participant’s rights under any employee benefit plan that does not specifically require the inclusion of Awards in calculating benefits.

16.8     Rights as a Stockholder . Except as otherwise provided in the Plan or in a related Award Agreement, a Participant shall have none of the rights of a stockholder with respect to Shares covered by an Award unless and until the Participant becomes the record holder of such Shares.

16.9     Successors and Assigns . The Plan shall be binding on all successors and assigns of the Company and each Participant, including without limitation, the estate of such Participant and the executor, administrator or trustee of such estate, or any receiver or trustee in bankruptcy or representative of the Participant’s creditors.

16.10     Section 409A of the Code .

(a)     Awards granted pursuant to the Plan that are subject to Section 409A of the Code, or that are subject to Section 409A but for which an exception from Section 409A of the Code applies, are intended to comply with or be exempt from Section 409A of the Code and the Treasury Regulations promulgated thereunder, and the Plan shall be interpreted, administered and operated accordingly.

(b)     If a Participant is determined to be a “specified employee” (within the meaning of Section 409A of the Code and as determined under the Company’s policy for determining specified employees), the Participant shall not be entitled to payment or to distribution of any portion of an Award that is subject to Section 409A of the Code (and for which no exception applies) and is payable or distributable on account of the Participant’s “separation from

service” (within the meaning of Section 409A of the Code) until the expiration of six months from the date of such separation from service (or, if earlier, the Participant’s death). Such Award, or portion thereof, shall be paid or distributed on the first business day of the seventh month following such separation from service.

(c)    Nothing in the Plan shall be construed as an entitlement to or guarantee of any particular tax treatment to a Participant, and none of the Company, its Affiliates, the Board or the Committee shall have any liability with respect to any failure to comply with the requirements of Section 409A of the Code.

16.11     Foreign Employees . Without amending the Plan, the Committee may grant Awards to Participants who are foreign nationals on such terms and conditions different from those specified in the Plan as may in the judgment of the Committee be necessary or desirable to foster and promote achievement of the purposes of the Plan, and, in furtherance of such purposes, the Committee may make such modifications, amendments, procedures, and the like as may be necessary or advisable to comply with provisions of laws of other countries in which the Company or its Subsidiaries operate or have employees

16.12     Savings Clause . In the event that any provision of the Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining provisions of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included.

ARTICLE XVII

EFFECTIVE DATE AND TERM OF THE PLAN

This Plan shall be effective upon its approval by the stockholders. No Incentive Stock Options shall be granted under the Plan after October 16, 2024, and no other Awards shall be granted under the Plan after the tenth anniversary of the effective date of the Plan or, if earlier, the date the Plan is terminated. Notwithstanding the foregoing, the termination of the Plan shall not preclude the Company from complying with the terms of Awards outstanding on the date the Plan terminates.

  

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into as of the 31 ^st day of December, 2014 by and between A. SCHULMAN, INC., a Delaware corporation (the "Employer" or "Company"), and Bernard Rzepka (the "Employee").

WHEREAS, the Company or the Companies (as defined herein) have employed the Employee since 1993, with Employee having served as the Company's Executive Vice President, Chief Operating Officer since April 3, 2013; and

WHEREAS, Company and Employee are parties to a Change in Control Agreement, dated as of May 19, 2011 (the "CIC Agreement"), and Employee may be subject to certain other agreements relating to his employment under German law ("Prior Agreements");

WHEREAS, Employee has certain other rights and benefits, other than pension benefits, arising or available in other jurisdictions by reason of his employment by the Company, including those arising under legislation, regulations or by reason of judicial precedents ("Foreign Jurisdiction Benefits").

WHEREAS, on June 19, 2014, the Board approved the appointment of Employee as the Company's President and Chief Executive Officer effective January 1, 2015 and authorized the execution and delivery of this Agreement; and

WHEREAS, it is the intent of the parties that the CIC Agreement and any Prior Agreements (except as expressly provided herein) be terminated and superseded by this Agreement, and that during the Term of this Agreement Employee waives all Foreign Jurisdiction Benefits other than foreign pension benefits;

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants herein contained, the parties hereto agree as follows:

1. DEFINED TERMS

The definitions of capitalized terms used in this Agreement (unless stated where first used) are provided in Section 20 hereof.

2. EMPLOYMENT

During the Term of this Agreement, the Employer hereby agrees to employ Employee as President and Chief Executive Officer for the Employer, and the Employee hereby accepts such employment on the terms and conditions herein contained. Further, as a condition to this Agreement, it is anticipated that Employee will be elected to the Board of Directors of the Company.

3. DUTIES AND CONDITIONS OF EMPLOYMENT

3.1 DUTIES. The Employee shall devote his entire business time, attention and energies to the Employer and shall not engage in any conduct which shall reflect adversely upon the Employer. The Employee shall perform such duties for the Employer as may be assigned to one in his executive status and capacity by the Board. The Employee shall serve diligently and to the best of his ability.

During his employment by the Employer, the Employee shall not, without the Company's prior written consent, be engaged in any other business activity, whether or not such business activity is pursued for gain, profit or other pecuniary advantage, except that notwithstanding the foregoing, he may invest his personal funds for his own account; provided that such investment shall be passive and not controlling in any such investment and subject to the provisions of Section 13.2 hereof and provided further that he will not be required to provide any substantial services on behalf of such enterprise. The Company acknowledges the Employee is subject to an employment agreement with A. Schulman Europe GmbH and KG (or its successors and assigns) which will remain dormant during the Term of this Agreement (“Dormant Contract”). Notwithstanding the foregoing, the Employee may serve on the boards of directors of other corporations during the Term as long as such service does not interfere with the performance of his duties hereunder and is in compliance with other applicable policies of the Company and the Board.

3.2 CONDITIONS. The Employee shall be provided with suitable office space, furnishings, secretarial and administrative assistance. Without the Employee's consent, the Employee shall not be required to report principally to an office located more than five hundred (500) miles from Akron, Ohio. In addition to the foregoing, Employee shall be entitled to receive the benefits and other compensation described in Exhibit A attached hereto, the terms of which are incorporated herein.

4.    TERM OF AGREEMENT; TERMINATION OF EMPLOYMENT; ESCROW DURING DISPUTE

4.1 TERM OF AGREEMENT. The "Term" for this Agreement shall commence on January 1, 2015 and shall end on December 31, 2017. If a Change in Control shall have occurred during the Term of this Agreement, Sections 7 and 8 and 10 through 21 of this Agreement shall continue in effect until at least the end of the Change-in-Control Protective Period (whether or not the Term of this Agreement shall have expired for other purposes). Nothing in this Agreement shall amend, modify or alter compensation paid or awards settled to the Employee prior to the commencement of the Term.

4.2 TERMINATION OF EMPLOYMENT. The Company may terminate the employment of the Employee for Cause pursuant to this Agreement. Prior to any Change in Control, the Employee may terminate his employment pursuant to this Agreement if the Employer fails to make full and timely payments of all sums provided for in Exhibit A, Sections 5 and 6 hereof (subject to Section 7.2 hereof), or otherwise shall breach its covenants hereunder in any material respect, including but not limited to, (i) a diminution in Employee’s title, authority, duties, responsibilities or reporting relationship; (ii) the Company’s failure to nominate Employee for election to the Board

and to use its best efforts to have him elected and re-elected, as applicable, or; (iii) a material adverse change in the reporting structure applicable to the Employee ("Resignation for Cause"). A termination of employment by the Employee due to Resignation for Cause will entitle the Employee to the same benefits as if the Employee's employment was terminated without Cause.

4.3 ESCROW DURING A TERMINATION DISPUTE. Prior to any Change in Control, if the Employee is terminated for Cause, and, within thirty (30) days of such termination, Employee notifies the Employer of his intention to adjudicate such termination as improper, the Employer agrees that it will deposit with KeyBank, National Association (or any successor thereto), as Escrow Agent the installments of the Employee's Base Salary and any bonuses due to be paid (as provided in Section 5 below) as the same would have become payable but for such termination ("Escrow Amount"). In the event of a final adjudication by a tribunal of competent jurisdiction that such termination was not for Cause, then the Escrow Amount, plus any interest earned thereon, shall be delivered promptly to the Employee. If such adjudication shall be in favor of the Employer, the Escrow Agent shall return the Escrow Amount, plus such interest, to the Employer.

The Escrow Amount shall not be deemed to be liquidated damages but the Employer shall be entitled to a credit against any such award to the extent of the sums so delivered to the Employee.

5.    COMPENSATION

The Employer agrees to pay to the Employee as compensation for his services hereunder a Base Salary equal to the fixed annual salary as shown on Exhibit A hereto and as will be shown on the Employer's employment records, payable in substantially equal weekly, biweekly, bimonthly or monthly installments, as the case may be, in a manner consistent with the Employer's payroll practices, as the same may be changed from time to time. The Base Salary may be discretionarily increased by the Compensation Committee of the Board from time to time as it deems appropriate in its reasonable business judgment.

The Base Salary in effect from time to time shall not be decreased during the Term (except as provided in Section 7.2).

It is understood and agreed that the Employee's compensation may not be limited to his Base Salary and that the Employee may receive an Annual Bonus, incentive compensation and/or equity awards in the amounts, if any, determined annually by the Employer and/or as further described on Exhibit A.

The Employee shall also participate in employee compensation and benefit plans available generally to executives of the Employer (including, without limitation, any tax-qualified profit sharing plan, nonqualified profit sharing plan, life insurance plan and health insurance plan) on a level appropriate to his position and shall receive the employee fringe benefits available generally to executives of the Employer in accordance with Employer policies.

The Employee will also be entitled to the other compensation elements described in Exhibit A in the manner set forth therein.

6. EXPENSES

6.1 ATTORNEY FEES. In recognition that this Agreement is entered into in under the laws of the State of Ohio in the United States, Employee is authorized to incur, and Employer will reimburse, reasonable attorney fees not to exceed $10,000 (U.S.) for reviewing this Agreement and advising Employee regarding German pension rights.

6.2 GENERALLY. The Employee is authorized to incur during the Term reasonable expenses for promoting the business of the Employer, including expenses for entertainment, travel and similar items. The Employer shall reimburse the Employee in accordance with the Employer's policy for all such expenses upon the presentation by the Employee, from time to time, of an itemized account of such expenditures.

7. PRE-TERMINATION COMPENSATION; DISABILITY

7.1 NORMAL PRE-TERMINATION COMPENSATION. If the Employee's employment shall be terminated for any reason during the Term (or, if later, prior to the end of the Change-in-Control Protective Period), the Employer shall pay the Employee's Base Salary to the Employee through the Date of Termination at the rate in effect at the time the Notice of Termination is given (subject to Section 7.2 hereof) within thirty (30) days following the Date of Termination, together with all compensation and benefits payable to the Employee through the Date of Termination under the terms of any compensation or benefit plan, program or arrangement maintained by the Employer during such period. Subject to Sections 8, 9, 10 and 11 hereof, after completing the expense reimbursements required by Section 6 hereof, making the payments and providing the benefits required by this Section 7, and providing the cooperation in Employee’s repatriation required by Section 8.4, the Employer shall have no further obligations to the Employee under this Agreement.

7.2 DISABILITY ADJUSTMENT TO BASE SALARY PAYMENTS. During the Term (or, if later, at any time prior to the end of the Change-in-Control Protective Period), during any period that the Employee is Disabled, but in no event for more than twenty-four (24) months (the "Disability Period"), the Employer shall pay only sixty percent (60%) of the Employee's Base Salary to the Employee at the rate in effect at the commencement of any such Disability Period (less amounts, if any, payable to the Employee at or prior to the time of any such Base Salary payment under disability benefit plans of the Employer or under the Social Security disability insurance program). After six (6) months of Disability, the Employer shall have the right to terminate the Employee's employment pursuant to this Agreement and all Base Salary payments shall cease; provided, however, that the sixty percent (60%) payments described in the foregoing sentence, as well as medical benefits for the Employee and his dependents, shall continue for the Disability Period. All payments made pursuant to this Section 7.2 shall be made in accordance with the regular payroll practices of the Employer. Except to the extent provided in this Section 7.2, all Base Salary payments to the Employee shall be abated during the Disability Period. Subject to Sections 8, 9, 10

and 11 hereof, after completing the expense reimbursements required by Section 6 hereof, making the payments and providing the benefits required by this Section 7, and providing the cooperation in Employee’s repatriation required by Section 8.4, the Employer shall have no further obligations to the Employee under this Agreement.

8.    NORMAL POST-TERMINATION PAYMENTS; CONTINUATION PAY; TERMINATION PAY; PROMPT PAYMENT

Wherever used in this Agreement, the words "terminate," "terminated" or "termination" in connection with the Employee's employment shall mean the Employee's "separation from service," within the meaning of Section 409A of the Code and Treasury Regulation Section 1.409A-1(h), from the Employer and any person with whom the Employer would be considered a single employer under Sections 414(b) and (c) of the Code.

8.1 NORMAL POST-TERMINATION PAYMENTS. If the Employee's employment shall be terminated for any reason during the Term of this Agreement (or, if later, prior to the end of the Change-in-Control Protective Period), the Employer shall pay the Employee's normal post-termination compensation and benefits to the Employee as such payments become due. Such post-termination compensation and benefits shall be determined under, and paid in accordance with, the Employer's retirement, insurance and other compensation or benefit plans, programs and arrangements (other than this Agreement).

8.2 CONTINUATION PAY; TERMINATION PAY. Notwithstanding anything to the contrary in Sections 7.2, 9.1 or 10.1 hereof, if the laws governing this Agreement shall require that the Employer continue to pay or otherwise compensate the Employee for any period of time following termination of the Employee's employment ("Continuation Pay") or if such laws require certain amounts of severance pay, termination compensation or the like (collectively, "Termination Pay"), then to the fullest extent permitted by law any payments to the Employee pursuant to Section 7.2, 9.1 or 10.1 hereof shall be included in the calculation of Continuation Pay and Termination Pay and such payments shall be deducted from the amount of Continuation Pay or Termination Pay due the Employee.

8.3 TIME OF PAYMENTS. Any payments due under Sections 5, 6, 7 or 9 hereof or this Section 8 shall be made as specified in such sections and shall be made to the Employee or in accordance with Section 14.2 hereof, as the case may be. Notwithstanding anything in this Agreement to the contrary, if the Employee is a "specified employee," within the meaning of Section 409A of the Code and as determined under the Company's policy for determining specified employees, on the Date of Termination, all payments under this Agreement that are subject to Section 409A of the Code and become payable in connection with the Employee's termination shall not be paid (or commence to be paid) until the first business day of the seventh month following the Date of Termination (or, if earlier, the Employee's death). The first payment that can be made shall include the cumulative amount of any amounts that could not be paid during such postponement period.

8.4 COOPERATION WITH REPATRIATION. Upon Employee's termination of employment with Employer for any reason (whether voluntary, involuntary or expiration of the applicable Term), the Employer agrees to cooperate fully with Employee’s repatriation to Germany and to use best efforts to minimize any adverse impact that Employee’s employment pursuant to this Agreement and expatriate status may have on his participation or continued participation in Germany’s programs relating to social security, retirement and/or health benefits (“Programs”) and the pension benefits of A. Schulman Europe GmbH and KG (or its successors and assigns) (“German Pension Benefits”). Employer’s cooperation in the repatriation includes, but is not limited to, doing all lawfully permitted acts necessary to cause reinstatement of active employment under the Dormant Contract or a substantially similar employment relationship in order to assist in Employee’s repatriation and participation or continued participation in Germany’s Programs and the German Pension Benefits.

9. POST-TERMINATION PAYMENTS UPON TERMINATION (PRIOR TO A CHANGE IN CONTROL) BY DEATH OR BY THE EMPLOYER WITHOUT CAUSE

9.1 DEATH BENEFIT. If the Employee's employment shall be terminated by death during the Term (or, if later, prior to the end of the Change-in-Control Protective Period), then, in addition to the compensation and benefits provided by Sections 7.1 and 8 hereof, within ninety (90) days following the Employee's death, the Employer shall pay a lump sum amount equal to sixty percent (60%) of the Base Salary for twenty-four (24) months in accordance with Section 14.2.

9.2 TERMINATION BY THE EMPLOYER WITHOUT CAUSE. If the Employer shall terminate the Employee's employment during the Term and prior to a Change in Control, without Cause (and not for Disability or in connection with the Employee's death), the Employer shall pay the Employee commencing within sixty (60) days following termination (or with respect to Section 9.2(d) below within sixty (60) days following the end of the respective performance period), in consideration of Employee's obligations under Section 13.2, and only if those obligations continue to be met during this payment period: (a) the greater of either his Base Salary until the end of the Term or his Base Salary for a period of twenty-four (24) months, in accordance with Employer's regular payroll practices; (b) Bonuses on each October 31 during the remaining Term in an amount equal to Employee's annual Base Salary on the date of termination; (c) pro rata vesting of any equity award which has time-based vesting (a "Time-Based Award"); (d) pro rata vesting of any equity award which has performance-based vesting (a "Performance-Based Award" and, collectively with the Time-Based Award, the "Awards") if, and only if, at the end of the applicable performance period the performance criteria for each Performance-Based Award is achieved and then only to the extent of such achievement; and (e) continuation of benefits as described in Section 10(1)(B), but only for a period of 12 months. The pro-rata portion of an Award to which the Employee shall be entitled or eligible to have vested pursuant to this Section 9.2 shall be determined by multiplying the number of shares then subject to such Award by a fraction, the numerator of which is the number of whole months elapsed from the date of grant of the Award until the Date of Termination and the denominator of which is the number of whole months for the regularly scheduled vesting of such Award.

9.3 EXPIRATION OF AGREEMENT.

(A)     If this Agreement expires at the end of the Term prior to a Change in Control and Employee’s employment as Chief Executive Officer terminates, then Employer shall provide Employee with the following in consideration of Employee's obligations under Section 13.2, and only if those obligations continue to be met during the respective payment period: (i) his Base Salary then in effect for a period of twelve (12) months in accordance with Employer’s regular payroll practices, and (ii) continuation of benefits as described in Section 10(1)(B), but only for a period of twelve (12) months.

(B)     If this Agreement expires at the end of the Term prior to a Change in Control and Employee’s employment as Chief Executive Officer continues but Employee is not otherwise provided with a separation or severance benefit equal to or greater than his then current annual Base Salary plus continuation of benefits described in Section 10(1)(B) for at least twelve (12) months, then upon his subsequent termination of employment, Employer shall provide Employee with the following in consideration of Employee's obligations under Section 13.2, and only if those obligations continue to be met during the respective payment period (i) his Base Salary in effect immediately prior to the date of termination of his employment as Chief Executive Officer for a period of twelve (12) months following his termination in accordance with Employer’s regular payroll practices, and (ii) continuation of benefits as described in Section 10(1)(B), but only for a period of twelve (12) months.

10. SEVERANCE PAYMENTS; BEST NET EFFECTS

10.1 SEVERANCE PAYMENTS. The Employer shall pay the Employee the payments described in this Section 10.1 (the "Severance Payments") upon the termination of the Employee's employment following a Change in Control and prior to the end of the Change-in-Control Protective Period, in addition to any payments and benefits to which the Employee is entitled under Sections 5, 6, 7 and 8.1 hereof, unless such termination is (i) by the Employer for Cause, (ii) by reason of death or Disability, or (iii) by the Employee without Good Reason. For purposes of this Agreement, the Employee's employment shall be deemed to have been terminated by the Employer without Cause following a Change in Control or by the Employee with Good Reason following a Change in Control, as the case may be, if (I) the Employee's employment is terminated without Cause prior to a Change in Control and such termination was at the request or direction of a Person who has entered into an agreement with the Employer the consummation of which would constitute a Change in Control, (II) the Employee terminates his employment with Good Reason prior to a Change in Control and the circumstance or event which constitutes Good Reason occurs at the request or direction of such Person, or (III) the Employee's employment is terminated by the Employer without Cause prior to a Change in Control (but following a Potential Change in Control) and such termination is otherwise in connection with or in anticipation of a Change in Control which actually occurs. For purposes of any determination regarding the applicability of the immediately preceding sentence, any position taken by the Employee shall be presumed to be correct unless the Employer establishes to the Committee by clear and convincing evidence that such position is not correct.

(A) In lieu of any further salary payments to the Employee for periods subsequent to the Date of Termination and in lieu of any severance benefit otherwise payable to the Employee, the Employer shall pay to the Employee a lump sum severance payment, in cash, equal to three (3) times (i) the greater of the Employee's Base Salary in effect immediately prior to the occurrence of the event or circumstance upon which the Notice of Termination is based or the Employee's Base Salary in effect immediately prior to the Change in Control, and (ii) the greater of (x) the Annual Bonus earned by the Employee in respect of the Employer's fiscal year immediately preceding that in which the Date of Termination occurs, (y) the average Annual Bonus so earned in respect of the three fiscal years immediately preceding that in which the Change in Control occurs, or (z) $736,000. Of the foregoing payments, an amount equal to one year's Base Salary plus one year's Annual Bonus shall be in consideration of and allocated to Employee's obligations under Section 13.2.

(B) For 18 months after the Employee's Date of Termination, the Company will maintain in full force and effect, for the Employee's continued benefit (and that of all family members and other dependents who were enrolled in the programs on the Employee's Date of Termination) all life, medical and dental insurance programs in which the Employee (and members of the Employee's family or other dependents) were participating or by which such individuals were covered immediately before the Employee's Date of Termination. If the terms of any of such programs do not allow the continued participation described in the preceding sentence, the Company will: (i) provide benefits that are substantially similar (including eligibility conditions, conditions on benefits, the value of benefits and the scope of coverage) to those provided by the life, medical and dental insurance programs in which the Employee, members of the Employee's family and dependents were participating immediately before the Employee's Date of Termination; and (ii) ensure that any eligibility or other conditions on benefits under these programs, including deductibles and co-payments, will be administered by applying the Employee's experience under any predecessor program in which the Employee (and members of the Employee's family and dependents) were participating before Termination. With respect to this Section 10.1(B), any benefits or payments relating to medical and dental insurance that are provided after completion of the applicable continuation period permitted under the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended, and any benefits or payments relating to life insurance shall be subject to the following: (A) the amount of expenses eligible for reimbursement or the benefits or payments provided under this Section 10.1(B) during any taxable year of the Employee may not affect the expenses eligible for reimbursement or the benefits or payments to be provided to the Employee in any other taxable year; (B) the reimbursement of an eligible expense must be made on or before the last day of the Employee's taxable year following the taxable year in which the expense was incurred; and (C) the right to reimbursement or to such benefits or payments is not subject to liquidation or exchange for another benefit. To the extent that any benefit extended under this Section 10.1(B) would result in taxable compensation for the Employee, the Employee shall be solely responsible for any such taxes.

10.2 EXCESS PARACHUTE PAYMENT. Notwithstanding anything to the contrary in this Agreement, if any payments or benefits paid or payable to the Employee pursuant to this Agreement or any other plan, program or arrangement maintained by the Company or an Affiliate would constitute a "parachute payment" within the meaning of Section 280G of the Code, then the Employee shall receive the greater of: (a) one dollar ($1.00) less than the amount which would

cause the payments and benefits to constitute a "parachute payment" or (b) the amount of such payments and benefits, after taking into account all federal, state and local taxes, including the excise tax imposed under Section 4999 of the Code payable by the Employee on such payments and benefits, if such amount would be greater than the amount specified in Section 10.2(a), after taking into account all federal, state and local taxes payable by the Employee on such payments and benefits. Any reduction to any payment made pursuant to this Section 10.2 shall be made consistent with the requirements of Section 409A of the Code.

10.3 Except as provided in Section 8.3 hereof, the payments provided in Sections 10.1(A) hereof shall be made within thirty (30) days following the later of (i) the Date of Termination or (ii) the Change in Control. At the time that payments are made under this Section, the Employer shall provide the Employee with a written statement setting forth the manner in which such payments were calculated and the basis for such calculations including, without limitation, any opinions or other advice the Employer has received from auditors or consultants (and any advice which is in writing shall be attached to the statement).

10.4 The Employer also shall pay to the Employee all professional fees and expenses incurred by the Employee (including specifically legal, accounting and tax advisory fees) (i) in disputing in good faith any issue relating to the termination of the Employee's employment following a Change in Control and prior to the end of the Change-in-Control Protective Period, (ii) in seeking in good faith to obtain or enforce any benefit or right provided by this Agreement, or (iii) in connection with any tax audit or proceeding to the extent attributable to the application of Section 4999 of the Code to any payment or benefit provided hereunder. Such payments shall be made within five (5) business days after delivery of the Employee's written requests for payment accompanied with such evidence of fees and expenses incurred as the Employer reasonably may require.

10.5 In consideration of, and as a pre-condition to, receipt of any of the payments or benefits set forth in this Section 10 or under Section 9 hereof, Employee shall execute and deliver to Employer a written release no later than thirty (30) days after the event of termination, in a manner compliant with the respective requirements for release of claims under the Age Discrimination in Employment Act and the Older Workers Benefit Protection Act, pursuant to which Employee shall fully and forever surrender, release, acquit and discharge the Employer, and its principals, stockholders, directors, officers, agents, administrators, insurers, subsidiaries, affiliates, employees, successors, assigns, related entities, and legal representatives, personally and in their representative capacities, and each of them (collectively, "Released Parties"), of and from any and all claims for costs of attorneys' fees, expenses, compensation, and all losses, demands and damage of whatsoever nature or kind in law or in equity, whether known or unknown, including without limitation those claims arising out of, under, or by reason of Employee's employment with the Employer or any of the Companies, Employee's relationship with the Employer or any of the Companies and/or any termination of Employee's employment relationship and any and all claims which were or could have been asserted in any charge, complaint, or related lawsuit. Notwithstanding the foregoing, no such release shall constitute a waiver of, or in any manner restrict or limit, the Employee's rights of indemnification relating to his status as an officer and/or director of the Employer, whether arising under Delaware law, contractually, or under Employer's insurance coverage. If the thirty (30) day

period during which Employee must executive and deliver the written release contemplated by this Section 10.5 begins in one calendar year and ends in a second calendar year, the payments or benefits set forth in this Section 10 or Section 9 hereof shall not commence until the first day of the second calendar year.

11.    TERMINATION PROCEDURES

11.1 NOTICE OF TERMINATION. During the Term (and, if longer, until the end of the Change-in-Control Protective Period), any purported termination of the Employee's employment (other than by reason of death) shall be communicated by written Notice of Termination from one party hereto to the other party hereto in accordance with Section 15 hereof. For purposes of this Agreement, a "Notice of Termination" shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Employee's employment under the provision so indicated. Further, with respect to any purported termination of the Employee's employment after a Change in Control and prior to the end of the Change-in-Control Protective Period, a Notice of Termination for Cause is required to include a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters (3/4) of the entire membership of the Board at a meeting of the Board which was called and held for the purpose of considering such termination (after reasonable notice to the Employee and an opportunity for the Employee, together with the Employee's counsel, to be heard before the Board) finding that, in the good faith opinion of the Board, the Employee was guilty of conduct set forth in clause (I) or (II) of the definition of Cause herein, and specifying the particulars thereof in detail.

11.2 DATE OF TERMINATION. "Date of Termination," with respect to any purported termination of the Employee's employment during the Term (and, if longer, prior to the end of the Change-in-Control Protective Period), shall mean the date of the Employee's "separation from service" within the meaning of Section 409A of the Code and Treasury Regulation Section 1.409A-1(h). Any Notice of Termination relating to a termination for Disability shall be provided thirty (30) days prior to the Date of Termination (provided that the Employee shall not have returned to the full-time performance of the Employee's duties during such thirty (30) day period). Any Notice of Termination relating to the termination of the Employee's employment by the Employer for any other reason shall be provided not less than thirty (30) days prior to the Date of Termination (except in the case of a termination for Cause). Any Notice of Termination relating to the termination of the Employee's employment by the Employee for any other reason shall be provided not less than fifteen (15) days nor more than sixty (60) days prior to the Date of Termination.

12. NO MITIGATION

The Employer agrees that, if the Employee's employment with the Employer terminates following a Change in Control and prior to the end of the Change-in-Control Protective Period, the Employee is not required to seek other employment or to attempt in any way to reduce any amounts payable to the Employee by the Employer pursuant to Section 10 hereof. Further, the amount of any payment or benefit provided for in this Agreement (other than Section 10.1(B) hereof) shall not be reduced by any compensation earned by the Employee as the result of employment by another

employer, by retirement benefits, by offset against any amount claimed to be owed by the Employee to the Employer, or otherwise.

13. CONFIDENTIALITY; NON-COMPETITION AND NON-SOLICITATION

13.1 CONFIDENTIALITY. The Companies' methods, plans for doing business, processes, pricing, compounds, customers and suppliers are vital to the Companies and, to the extent not made public by the Companies, constitute confidential information subject to the Companies' proprietary rights therein. The Employee covenants and agrees that during the Term and at all times thereafter, the Employee will not, directly or indirectly, make known, divulge, furnish, make available or use, otherwise than in the regular course of the Employee's employment by the Employer, any invention, product, process, apparatus or design of any of the Companies, or any knowledge or information in respect thereof (including, but not limited to, business methods and techniques), or any other confidential or so-called "insider" information of any of the Companies. This covenant shall apply without regard to the time or circumstances of any termination of the Employee's employment. The covenants in this Section 13.1 do not apply to information that Employee can affirmatively demonstrate (i) is in the public domain through no act or omission of the Employee; (ii) was lawfully in the Employee's possession prior to the date of this Agreement; or (iii) was lawfully disclosed by a third party to the Employee after the Date of Termination.

13.2 NON-COMPETITION AND NON-SOLICITATION. The Employee covenants and agrees that during the period of one (1) year following any termination of the Employee's employment, the Employee will not, directly or indirectly, either as an individual for the Employee's own account or as an investor, or other participant in, or as an employee, agent, or representative of, any other business enterprise:

(i) solicit, employ, entice, take away or interfere with, or attempt to solicit, employ, entice, take away or interfere with, any employee of the Employer or the Companies if such employee was employed by the Employer or the Companies at any time within six months of the Date of Termination; or

(ii) engage or participate in or finance, aid or be connected with any enterprise which competes with the business of the Companies, or any of them.

The geographical limitations of the foregoing shall include any country in which the Companies or any of them shall be doing business as of such date of such termination.

13.3 The Employee acknowledges that the covenants contained in this Section 13 are of the essence of this Agreement and said covenants shall be construed as independent of any other provisions of this Agreement. Recognizing the irreparable nature of the injury that could result from the Employee's violation of any of the covenants and agreement to be performed and/or observed by the Employee pursuant to the provisions of this Section 13, and that damages would be inadequate compensation, it is agreed that any violations by the Employee of the provisions of this Section 13, shall be the proper subject for immediate injunctive and other equitable relief to the Employer.

14.    SUCCESSORS; BINDING AGREEMENT

14.1 In addition to any obligations imposed by law upon any successor to the Employer, the Employer will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Employer to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Employer would be required to perform it if no such succession had taken place. Failure of the Employer to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Employee to terminate the Employee's employment for Good Reason after a Change in Control. Except as provided in this Section 14.1, this Agreement shall not be assignable by either party without the written consent of the other party hereto.

14.2 This Agreement shall inure to the benefit of and be enforceable by the Employee's personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Employee shall die while any amount would still be payable to the Employee hereunder (other than amounts which, by their terms, terminate upon the death of the Employee) if the Employee had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the executors, personal representatives or administrators of the Employee's estate.

15. NOTICES

For purposes of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered mail, return receipt requested, postage prepaid, addressed, if to the Employee, to the address shown for the Employee in the personnel records of the Employer and, if to the Employer, to the address set forth below, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon actual receipt:

To the Employer:

Chief Legal Officer

A. Schulman, Inc.

3637 Ridgewood Road

Fairlawn, Ohio 44333

With a copy to:

J. Bret Treier

Vorys, Sater, Seymour and Pease LLP

106 South Main Street, Suite 1100

Akron, Ohio 44308

16. MISCELLANEOUS

No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by the Employee and such officer as may be specifically designated by the Board. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. This Agreement supersedes the CIC Agreement, all Prior Agreements (except the Dormant Contract), and any other agreements or representations, written, oral or otherwise, express or implied, with respect to the subject matter hereof which have been made by either party, except as expressly set forth in this Agreement. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Ohio. All references to sections of the Exchange Act or the Code shall be deemed also to refer to any successor provisions to such sections. Any payments provided for hereunder shall be paid net of any applicable withholding required under federal, state or local law and any additional withholding to which the Employee has agreed. The obligations of the Employer and the Employee under this Agreement which by their nature may require (partial or total) performance after the expiration of the Term or the Change-in-Control Protective Period (including, without limitation, those under Sections 5 through 11 and Section 13 hereof) shall survive such expiration.

17. VALIDITY

The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

18. COUNTERPARTS

This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

19. SETTLEMENT OF DISPUTES AFTER CHANGE IN CONTROL; ARBITRATION

After a Change in Control and prior to the end of the Change-in-Control Protective Period, all claims by the Employee for benefits under this Agreement shall be directed to and determined by the Committee and shall be in writing. Any denial by the Committee of a claim for benefits under this Agreement shall be delivered to the Employee in writing and shall set forth the specific reasons for the denial and the specific provisions of this Agreement relied upon. The Committee shall afford a reasonable opportunity to the Employee for a review of the decision denying a claim and shall further allow the Employee to appeal to the Committee a decision of the Committee within sixty (60) days after notification by the Committee that the Employee's claim has been denied. Any further dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration in Akron, Ohio, in accordance with the rules of the American Arbitration Association with respect to employment disputes then in effect. Judgment may be entered on the arbitrator's award in any court having jurisdiction. Notwithstanding any provision of this Agreement to the

contrary, the Employee shall be entitled to seek specific performance of the Employee's right to be paid until the Date of Termination during the pendency of any dispute or controversy arising under or in connection with this Agreement.

20. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings indicated below:

(A) "Annual Bonus" has the meaning set forth on Exhibit A.

(B) "Beneficial Owner" shall have the meaning set forth in Rule 13d-3 under the Exchange Act.

(C) "Board" shall mean the Board of Directors of the Employer.

(D) "Cause" for termination by the Employer of the Employee's employment shall mean the following:

(I) Any act of fraud, embezzlement, misappropriation or conversion by the Executive of the assets or business opportunities of the Employer;

(II) Conviction of the Employee of (or plea by the Executive of guilty to) a felony (or a misdemeanor that originally was charged as a felony but was reduced to a misdemeanor as part of a plea bargain);

(III) Intentional and repeated material violations by the Employee of the Employer's written policies or procedures or intentional and material breach of any contract with or violation of any legal obligation owed to the Employer provided that a breach or violation shall be considered intentional and material only if the Employee fails to cure to the best of the Employee's ability such breach within thirty (30) days after delivery to the Employee of a notice from the Board specifying such breach; or

(IV) Willful engagement in gross misconduct or intentional misrepresentation that is materially and demonstrably injurious to the Employer, provided that such breach is not cured within thirty (30) days after delivery to the Employee of a written notice from the Board requesting cure.

For purposes of the above definition, no act or failure to act, on Employee's part shall be deemed "willful" unless done, or omitted to be done, by the Employee not in good faith and without reasonable belief that the Employee's act or failure to act, was in the best interest of the Employer. In the event of a dispute concerning the application of the definition of Cause, no claim by the Employer that Cause exists shall be given effect unless the Employer establishes to the Committee by clear and convincing evidence that Cause exists.

(E)    A "Change in Control" shall be deemed to have occurred if the event set forth in any one of the following paragraphs shall have occurred:

(I) the acquisition by any person (as defined under Section 409A of the Code), or more than one person acting as a group (as defined under Section 409A of the Code), of stock of the Company that, together with the stock of the Company held by such person or group, constitutes more than fifty percent (50%) of the total fair market value or total voting power of the stock of the Company;

(II) the acquisition by any person, or more than one person acting as a group, within any twelve (12) month period, of stock of the Company possessing thirty percent (30%) or more of the total voting power of the stock of the Company;

(III) a majority of the members of the Board is replaced during any twelve (12) month period by directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election; or

(IV)    the acquisition by any person, or more than one person acting as a group, within any twelve (12) month period, of assets from the Company that have a total gross fair market value equal to or more than forty percent (40%) of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions.

This definition of Change in Control shall be interpreted in a manner that is consistent with the definition of "change in control event" under Section 409A of the Code and the Treasury Regulations promulgated thereunder.

Notwithstanding the foregoing, a "Change in Control" shall not be deemed to have occurred if there is consummated any transaction or series of integrated transactions immediately following which the record holders of the common stock of the Employer immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in an entity which owns all or substantially all of the assets of the Employer immediately following such transaction or series of transactions.

Further, notwithstanding the foregoing, any event or transaction which would otherwise constitute a Change in Control (a "Transaction") shall not constitute a Change in Control for purposes of this Agreement if, in connection with the Transaction, the Employee participates as an equity investor in the acquiring entity or any of its affiliates (the "Acquiror"). For purposes of the preceding sentence, the Employee shall not be deemed to have participated as an equity investor in the Acquiror by virtue of (i) obtaining beneficial ownership of any equity interest in the Acquiror as a result of the grant to the Employee of an incentive compensation award under one or more incentive plans of the Acquiror (including, but not limited to, the conversion in connection with the Transaction of incentive compensation awards of the Employer into incentive compensation awards of the Acquiror), on terms and conditions substantially equivalent to those applicable to other executives of the Employer immediately prior to the Transaction, after taking into account normal differences attributable to job responsibilities, title and similar matters, (ii) obtaining beneficial ownership of

any equity interest in the Acquiror on terms and conditions substantially equivalent to those obtained in the Transaction by all other stockholders of the Employer, or (iii) passive ownership of less than three percent (3%) of the stock of the Acquiror.

(F) "Change-in-Control Protective Period" shall mean the period from the occurrence of a Change in Control until the second anniversary of such Change in Control.

(G) "Code" shall mean the Internal Revenue Code of 1986, as amended from time to time.

(H) "Committee" shall mean (i) the individuals (not fewer than three (3) in number) who, immediately prior to a Potential Change in Control, constitute the Compensation Committee of the Board, plus (ii) in the event that fewer than three (3) individuals are available from the group specified in clause (i) above for any reason, such individuals as may be appointed by the individual or individuals so available (including for this purpose any individual or individuals previously so appointed under this clause (ii)); provided, however, that the maximum number of individuals constituting the Committee shall not exceed five (5).

(I) "Companies" shall mean, collectively, the Employer and each entity which was, is now and hereafter shall become a subsidiary of, or a parent of, the Employer, together with their respective successors and assigns.

(J) "Continuation Pay" shall mean those payments so described in Section 8.2 hereof.

(K) "Date of Termination" shall have the meaning stated in Section 11.2 hereof.

(L) "Disability" or "Disabled" shall mean: (i) the Employee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months; or (ii) the Employee is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Employer; or (iii) the Employee is determined to be totally disabled by the Social Security Administration or the Railroad Retirement Board.

(M) "Disability Period" shall have the meaning stated in Section 7.2 hereof.

(N) "Employee" shall mean the individual named in the first paragraph of this Agreement.

(O)    "Employer" shall mean A. Schulman, Inc. and, except in determining under Section 20(E) hereof whether or not any Change in Control of the Employer has occurred, any successor to its business and/or assets which assumes and agrees to perform this Agreement by operation of law, or otherwise.

(P) "Escrow Amount" has the meaning set forth in Section 4.3.

(Q) "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended from time to time.

(R) "Good Reason" for termination by the Employee of the Employee's employment shall mean the occurrence (without the Employee's express prior written consent) after any Change in Control, or after any Potential Change in Control and prior to the end of the Change in Control Protective Period, of any one of the following acts by the Employer, or failures by the Employer to act, unless such act or failure to act is corrected prior to the Date of Termination specified in the Notice of Termination given in respect thereof:

(I) a diminution in the Employee's base compensation or incentive compensation opportunity;

(II) the failure by the Company, to pay to the Employee any portion of the Employee's current compensation, or to pay to the Employee any portion of an installment of deferred compensation under any deferred compensation program of the Employer, within seven (7) days of the date such compensation is due;

(III) the failure by the Company to continue in effect any compensation plan in which the Employee participates immediately prior to the Change in Control which is material to the Employee's total compensation, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan, or the failure by the Company to continue the Employee's participation therein (or in such substitute or alternative plan) on a basis not materially less favorable, both in terms of the amount of benefits provided and the level of the Employee's participation relative to other participants, as existed at the time of the Change in Control;

(IV) the failure by the Company to continue to provide the Employee with benefits substantially similar to those enjoyed by the Employee under any of the Company's pension, life insurance, medical, health and accident, or disability plans in which the Employee was participating at the time of the Change in Control, the taking of any action by the Company which would directly or indirectly materially reduce any of such benefits or deprive the Employee of any material fringe benefit enjoyed by the Employee at the time of the Change in Control, or the failure by the Company to provide the Employee with the number of paid vacation days to which the Employee is entitled on the basis of years of service with the Company in accordance with the Employer's normal vacation policy in effect at the time of the Change in Control; or

(V) a diminution in the Employee's title, authority, duties, responsibilities or reporting relationship;

(VI) a reassignment of the Employee to an office location twenty-five (25) miles or more from the office location of the Employee prior to a Change in Control, except for required travel to an extent substantially consistent with the Employee's business travel obligations prior to a Change in Control;

(VII) the failure by the Company, in the event the Employee consents to a relocation at the request of the Company or its successor, to pay (or reimburse the Employee) for all reasonable moving expenses incurred by the Employee relating to a change of the Employee's principal residence in connection with such relocation and to indemnify the Employee against any loss realized on the sale of the Employee's principal residence in connection with any such change of residence; or

(VIII) any purported termination of the Employee's employment which is not effected pursuant to a Notice of Termination satisfying the requirements of Section 11.1 hereof; for purposes of this Agreement, no such purported termination shall be effective.

The Employee's right to terminate the Employee's employment for Good Reason shall not be affected by the Employee's incapacity due to physical or mental illness. The Employee's continued employment shall not constitute consent to, or a waiver of rights with respect to, any act or failure to act constituting Good Reason hereunder.

For purposes of any determination regarding the existence of Good Reason, any claim by the Employee that Good Reason exists shall be presumed to be correct unless the Employer establishes to the Committee by clear and convincing evidence that Good Reason does not exist.

(S)    "Notice of Termination" shall have the meaning stated in Section 11.1 hereof.

(T)    "Person" shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not include (i) the Employer or any of its subsidiaries, (ii) a trustee or other fiduciary holding securities under an employee benefit plan of the Employer or any of its subsidiaries, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities, or (iv) a corporation owned, directly or indirectly, by the stockholders of the Employer in substantially the same proportions as their ownership of stock of the Employer.

(U)    "Potential Change in Control" shall be deemed to have occurred if the event set forth in any one of the following paragraphs shall have occurred:

(I) the Employer enters into an agreement, the consummation of which would result in the occurrence of a Change in Control within six (6) months following the Date of Termination;

(II) the Employer or any Person publicly announces an intention to take or to consider taking actions which, if consummated, would constitute a Change in Control;

(III) any Person becomes the Beneficial Owner, directly or indirectly, of securities of the Employer representing fifteen percent (15%) or more of either the then outstanding shares of common stock of the Employer or the combined voting power of the Employer's then outstanding securities; or

(IV) the Board adopts a resolution to the effect that, for purposes of this Agreement, a Potential Change in Control has occurred.

(V)    "Severance Payments" shall mean those payments described in Section 10.1 hereof.

(W)    "Term" shall mean the period of time described in Section 4.1 hereof (including any extension or continuation described therein).

(W)    "Termination Pay" shall mean those payments so described in Section 8.2 hereof.

21.    SECTION 409A OF THE CODE

It is intended that this Agreement comply with Section 409A of the Code and the Treasury Regulations promulgated thereunder (and any subsequent notices or guidance issued by the Internal Revenue Service), and this Agreement will be interpreted, administered and operated accordingly. Nothing herein shall be construed as an entitlement to or guarantee of any particular tax treatment to the Employee.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed (the corporate signatory by the respective officer duly authorized) as of the day and year first above written.

EMPLOYEE:    EMPLOYER:

A. Schulman, Inc.

/s/ Bernard Rzepka                     By:     /s/ Joseph M. Gingo            

Name: Bernard Rzepka                Name:     Joseph M. Gingo            

Its: President and Chief Executive Officer    

EXHIBIT A

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of the 31 ^st day of December, 2014, by and between A. SCHULMAN, INC., a Delaware corporation (the “Employer” or “Company”), and Joseph J. Levanduski (the “Employee”).

WHEREAS, the Employee and the Company are parties to that certain Employment Agreement dated June 10, 2011, as amended by the First Amendment to Employment Agreement dated April 5, 2013 (as so amended, the “Original Employment Agreement”), pursuant to which Employee is employed as the Company’s Vice President, Chief Financial Officer; and

    

WHEREAS, the Board of Directors of the Company and the Employee desire to amend and restate the Original Employment Agreement;

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants herein contained, the parties hereto agree as follows:

1.    DEFINED TERMS

The definitions of capitalized terms used in this Agreement (unless stated where first used) are provided in Section 20 hereof.

2.    EMPLOYMENT

During the Term of this Agreement, the Employer hereby agrees to employ Employee as Vice President, Chief Financial Officer for the Employer, and the Employee hereby accepts such employment on the terms and conditions herein contained.

3.    DUTIES AND CONDITIONS OF EMPLOYMENT

3.1     DUTIES. The Employee shall devote his entire business time, attention and energies to the Employer and shall not engage in any conduct which shall reflect adversely upon the Employer. The Employee shall perform such duties for the Employer as may be assigned to one in his executive status and capacity by the Chief Executive Officer of the Company or the Board of the Company. The Employee shall serve diligently and to the best of his ability.

During his employment by the Employer, the Employee shall not, without the Company’s prior written consent, be engaged in any other business activity, whether or not such business activity is pursued for gain, profit or other pecuniary advantage, except that notwithstanding the foregoing, he may invest his personal funds for his own account; provided that such investment shall be passive and not controlling in any such investment and subject to the provisions of Section 13.2 hereof and provided further that he will not be required to provide any substantial services on behalf of such enterprise. Notwithstanding the foregoing, the Employee may serve on the boards of directors of other corporations during the Term as long as the Employee notifies the

Employer’s Chief Executive Officer and the Chief Executive Officer determines that such service will not interfere with the performance of Employee’s duties hereunder.

3.2        CONDITIONS. The Employee shall be provided with suitable office space, furnishings, secretarial and administrative assistance. Without the Employee’s consent, the Employee shall not be required to report principally to an office located more than five hundred (500) miles from Akron, Ohio.

4.         TERM OF AGREEMENT; TERMINATION OF EMPLOYMENT; ESCROW DURING DISPUTE

4.1     TERM OF AGREEMENT. The “Term” for this Agreement shall commence on January 1, 2015 and shall end on December 31, 2017. If a Change in Control shall have occurred during the Term of this Agreement, Sections 7 and 8 and 10 through 21 of this Agreement shall continue in effect until at least the end of the Change-in-Control Protective Period (whether or not the Term of this Agreement shall have expired for other purposes). Nothing in this Agreement shall amend, modify or alter compensation paid or awards settled to the Employee prior to the commencement of the Term. At the end of the Term, Employee will be an employee-at-will of the Company and the Company may terminate the Employee at any time, for any reason or for no reason, with or without cause.

4.2        TERMINATION OF EMPLOYMENT. The Company may terminate the employment of the Employee for Cause pursuant to this Agreement. Prior to any Change in Control, the Employee may terminate his employment pursuant to this Agreement if the Employer fails to make full and timely payments of all sums provided for in Sections 5 and 6 hereof (subject to Section 7.2 hereof), or otherwise shall breach its covenants hereunder in any material respect (“Resignation for Cause”). A termination of employment by the Employee due to Resignation for Cause will entitle the Employee to the same benefits as if the Employee’s employment was terminated without Cause.

4.3        ESCROW DURING A TERMINATION DISPUTE. Prior to any Change in Control, if the Employee is terminated for Cause, and, within thirty (30) days of such termination, Employee notifies the Employer of his intention to adjudicate such termination as improper, the Employer agrees that it will deposit with KeyBank, National Association (or any successor thereto), as Escrow Agent, the installments of the Employee’s Base Salary and any bonuses due to be paid (as provided in Section 5 below) as the same would have become payable but for such termination (“Escrow Amount”). In the event of a final adjudication by a tribunal of competent jurisdiction that such termination was not for Cause, then the Escrow Amount, plus any interest earned thereon, shall be delivered promptly to the Employee. If such adjudication shall be in favor of the Employer, the Escrow Agent shall return the Escrow Amount, plus such interest, to the Employer.

The Escrow Amount shall not be deemed to be liquidated damages but the Employer shall be entitled to a credit against any such award to the extent of the sums so delivered to the Employee.

5.    COMPENSATION

The Employer agrees to pay to the Employee as compensation for his services hereunder an annual Base Salary initially equal to $460,000, payable in substantially equal weekly, biweekly, bimonthly or monthly installments, as the case may be, in the manner consistent with the Employer’s payroll practices, as the same may be changed from time to time. The Base Salary may be discretionarily increased by the Compensation Committee of the Board from time to time as it deems appropriate in its reasonable judgment and based upon the recommendations of the Chief Executive Officer from evaluations of Employee’s performance. The Base Salary in effect from time to time shall not be decreased during the Term (except as provided in Section 7.2). Employee shall also be entitled to 4 weeks of paid vacation annually. Employee will be subject to all other vacation rules in accordance with Employer’s policy.

It is understood and agreed that the Employee’s compensation may not be limited to his Base Salary and that the Employee may receive an annual bonus (“Bonus”), incentive compensation, and/or equity awards in amounts, if any, determined annually by the Employer. During the Term, Employee will be eligible to participate in the annual Bonus plan at a target based on 70% of Base Salary (the “Target Bonus”). Payments of the Bonus will depend upon the achievement of various financial goals and operating metrics, as well as an assessment of Employer’s individual performance, and may vary from 0% to 200% of the Target Bonus.

The Employee shall also participate in employee compensation and benefit plans available generally to executives of the Employer (including, without limitation, any tax-qualified profit sharing plan, nonqualified profit sharing plan, life insurance plan and health insurance plan) on a level appropriate to his position and shall receive the employee fringe benefits available generally to executives of the Employer in accordance with Employer policies.

6.    EXPENSES

The Employee is authorized to incur during the Term reasonable expenses for promoting the business of the Employer, including expenses for entertainment, travel and similar items. The Employer shall reimburse the Employee in accordance with the Employer’s policy for all such expenses upon the presentation by the Employee, from time to time, of an itemized account of such expenditures.

7.    PRE-TERMINATION COMPENSATION; DISABILITY

7.1        NORMAL PRE-TERMINATION COMPENSATION. If the Employee’s employment shall be terminated for any reason during the Term (or, if later, prior to the end of the Change-in-Control Protective Period), the Employer shall pay the Employee’s Base Salary to the Employee through the Date of Termination at the rate in effect at the time the Notice of Termination is given (subject to Section 7.2 hereof) within thirty (30) days following the Date of Termination, together with all compensation and benefits payable to the Employee through the Date of Termination under the terms of any compensation or benefit plan, program or

arrangement maintained by the Employer during such period. Subject to Sections 8, 9, 10 and 11 hereof, after completing the expense reimbursements required by Section 6 hereof and making the payments and providing the benefits required by this Section 7, the Employer shall have no further obligations to the Employee under this Agreement.

7.2        DISABILITY ADJUSTMENT TO BASE SALARY PAYMENTS. During the Term (or, if later, at any time prior to the end of the Change-in-Control Protective Period), during any period that the Employee is Disabled (but in no event for more than twenty-four (24) months) (the “Disability Period”), the Employer shall pay only sixty percent (60%) of the Employee’s Base Salary to the Employee at the rate in effect at the commencement of any such Disability Period (less amounts, if any, payable to the Employee at or prior to the time of any such Base Salary payment under disability benefit plans of the Employer or under the Social Security disability insurance program). After six (6) months of Disability, the Employer shall have the right to terminate the Employee’s employment pursuant to this Agreement and all Base Salary payments shall cease; provided, however, that the sixty percent (60%) payments described in the foregoing sentence, as well as medical benefits for the Employee and his dependents, shall continue for the Disability Period. All payments made pursuant to this Section 7.2 shall be made in accordance with the regular payroll practices of the Employer. Except to the extent provided in this Section 7.2, all Base Salary payments to the Employee shall be abated during the Disability Period. Subject to Sections 8, 9, 10 and 11 hereof, after completing the expense reimbursements required by Section 6 hereof and making the payments and providing the benefits required by this Section 7, the Employer shall have no further obligations to the Employee under this Agreement.

8.        NORMAL POST-TERMINATION PAYMENTS; CONTINUATION PAY; TERMINATION PAY; PROMPT PAYMENT

Wherever used in this Agreement, the words “terminate,” “terminated” or “termination” in connection with the Employee’s employment shall mean the Employee’s “separation from service,” within the meaning of Section 409A of the Code and Treasury Regulation Section 1.409A-1(h), from the Employer and any person with whom the Employer would be considered a single employer under Sections 414(b) and (c) of the Code.

8.1        NORMAL POST-TERMINATION PAYMENTS. If the Employee’s employment shall be terminated for any reason during the Term of this Agreement (or, if later, prior to the end of the Change-in-Control Protective Period), the Employer shall pay the Employee’s normal post-termination compensation and benefits to the Employee as such payments become due. Such post-termination compensation and benefits shall be determined under, and paid in accordance with, the Employer’s retirement, insurance and other compensation or benefit plans, programs and arrangements (other than this Agreement).

8.2        CONTINUATION PAY; TERMINATION PAY. Notwithstanding anything to the contrary in Sections 7.2, 9.1 or 10.1 hereof, if the laws governing this Agreement shall require that the Employer continue to pay or otherwise compensate the Employee for any period of time following termination of the Employee’s employment (“Continuation Pay”) or if such

laws require certain amounts of severance pay, termination compensation or the like (collectively, “Termination Pay”), then to the fullest extent permitted by law any payments to the Employee pursuant to Section 7.2, 9.1 or 10.1 hereof shall be included in the calculation of Continuation Pay and Termination Pay and such payments shall be deducted from the amount of Continuation Pay or Termination Pay due the Employee.

8.3        TIME OF PAYMENTS.

(A)    Any payments due under Sections 5, 6, 7 or 9 hereof or this Section 8 shall be made as specified in such sections and shall be made to the Employee or in accordance with Section 14.2 hereof, as the case may be.

(B)    Notwithstanding anything in this Agreement to the contrary, if the Employee is a “specified employee,” within the meaning of Section 409A of the Code and as determined under the Company’s policy for determining specified employees, on the Date of Termination, all payments under this Agreement that are subject to Section 409A of the Code and become payable in connection with the Employee’s termination shall not be paid (or commence to be paid) until the first business day of the seventh month following the Date of Termination (or, if earlier, the Employee’s death). The first payment that can be made shall include the cumulative amount of any amounts that could not be paid during such postponement period.

9.    POST-TERMINATION PAYMENTS UPON TERMINATION (PRIOR TO A CHANGE IN CONTROL) BY DEATH OR BY THE EMPLOYER WITHOUT CAUSE

9.1        DEATH BENEFIT. If the Employee’s employment shall be terminated by death during the Term or, if later, prior to the end of the Change-in-Control Protective Period, then, in addition to the compensation and benefits provided by Sections 7.1 and 8 hereof, within ninety (90) days following the Employee’s death, the Employer shall pay a lump sum amount equal to sixty percent (60%) of the Base Salary for twenty-four (24) months in accordance with Section 14.2.

9.2        TERMINATION BY THE EMPLOYER WITHOUT CAUSE. If the Employer shall terminate the Employee’s employment during the Term and prior to a Change in Control, without Cause (and not for Disability or in connection with the Employee’s death), the Employer shall pay the Employee commencing within sixty (60) days following termination (or with respect to Section 9.2(d) below within sixty (60) days following the end of the respective performance period), in consideration of Employee’s obligations under Section 13.2, and only if those obligations continue to be met during this payment period: (a) the greater of either his Base Salary until the end of the Term or his Base Salary for a period of twelve (12) months, in accordance with Employer’s regular payroll practices; (b) Bonuses on each October 31 during the remaining Term in an amount equal to Employee’s Target Bonus in effect on the date of termination; (c) pro rata vesting of any equity award which has time-based vesting (a “Time-Based Award”); and (d) pro rata vesting of any equity award which has performance-based vesting (a “Performance-Based Award” and, collectively with the Time-Based Award, the “Awards”) if, and only if, at the end of the applicable performance period the performance

criteria for each Performance-Based Award is achieved and then only to the extent of such achievement. The pro-rata portion of an Award to which the Employee shall be entitled or eligible to have vested pursuant to this Section 9.2 shall be determined by multiplying the number of shares then subject to such Award by a fraction, the numerator of which is the number of whole months elapsed from the date of grant of the Award until the Date of Termination and the denominator of which is the number of whole months for the regularly scheduled vesting of such Award.

9.3 EXPIRATION OF AGREEMENT.

(A)      If this Agreement expires at the end of the Term prior to a Change in Control and Employee’s employment as Chief Financial Officer terminates, then Employer shall provide Employee with the following in consideration of Employee's obligations under Section 13.2, and only if those obligations continue to be met during the respective payment period: (i) his Base Salary then in effect for a period of twelve (12) months in accordance with Employer’s regular payroll practices, and (ii) continuation of benefits as described in Section 10(1)(B), but only for a period of twelve (12) months.

(B)      If this Agreement expires at the end of the Term prior to a Change in Control and Employee’s employment as Chief Financial Officer continues but Employee is not otherwise provided with a separation or severance benefit equal to or greater than his then current annual Base Salary plus continuation of benefits described in Section 10(1)(B) for at least twelve (12) months, then upon his subsequent termination of employment, Employer shall provide Employee with the following in consideration of Employee's obligations under Section 13.2, and only if those obligations continue to be met during the respective payment period (i) his Base Salary in effect immediately prior to the date of termination of his employment as Chief Financial Officer for a period of twelve (12) months following his termination in accordance with Employer’s regular payroll practices, and (ii) continuation of benefits as described in Section 10(1)(B), but only for a period of twelve (12) months.

10.        SEVERANCE PAYMENTS; BEST NET EFFECTS

10.1    SEVERANCE PAYMENTS. The Employer shall pay the Employee the payments described in this Section 10.1 (the “Severance Payments”) upon the termination of the Employee’s employment following a Change in Control and prior to the end of the Change-in-Control Protective Period, in addition to any payments and benefits to which the Employee is entitled under Sections 5, 6, 7 and 8.1 hereof, unless such termination is (i) by the Employer for Cause, (ii) by reason of death or Disability, or (iii) by the Employee without Good Reason. For purposes of this Agreement, the Employee’s employment shall be deemed to have been terminated by the Employer without Cause following a Change in Control or by the Employee with Good Reason following a Change in Control, as the case may be, if (I) the Employee’s employment is terminated without Cause prior to a Change in Control and such termination was at the request or direction of a Person who has entered into an agreement with the Employer the consummation of which would constitute a Change in Control, (II) the Employee terminates his employment with Good Reason prior to a Change in Control and the circumstance or event

which constitutes Good Reason occurs at the request or direction of such Person, or (III) the Employee’s employment is terminated by the Employer without Cause prior to a Change in Control (but following a Potential Change in Control) and such termination is otherwise in connection with or in anticipation of a Change in Control which actually occurs. For purposes of any determination regarding the applicability of the immediately preceding sentence, any position taken by the Employee shall be presumed to be correct unless the Employer establishes to the Committee by clear and convincing evidence that such position is not correct.

(A)    In lieu of any further salary payments to the Employee for periods subsequent to the Date of Termination and in lieu of any severance benefit otherwise payable to the Employee, the Employer shall pay to the Employee a lump sum severance payment, in cash, equal to two (2) times the sum of (i) the greater of the Employee’s Base Salary in effect immediately prior to the occurrence of the event or circumstance upon which the Notice of Termination is based or the Employee’s Base Salary in effect immediately prior to the Change in Control, and (ii) the greater of (x) the annual Bonus earned by the Employee in respect of the Employer’s fiscal year immediately preceding that in which the Date of Termination occurs, (y) the average annual Bonus so earned in respect of the three fiscal years immediately preceding that in which the Change in Control occurs, or (z) $322,000. Of the foregoing payments, one-half of such payments shall be in consideration of and allocated to Employee’s obligations under Section 13.2.

(B)     For 18 months after the Employee’s Date of Termination, the Company will maintain in full force and effect, for the Employee’s continued benefit (and that of all family members and other dependents who were enrolled in the programs on the Employee’s Date of Termination) all life, medical and dental insurance programs in which the Employee (and members of the Employee’s family or other dependents) were participating or by which such individuals were covered immediately before the Employee’s Date of Termination. If the terms of any of such programs do not allow the continued participation described in the preceding sentence, the Company will: (i) provide benefits that are substantially similar (including eligibility conditions, conditions on benefits, the value of benefits and the scope of coverage) to those provided by the life, medical and dental insurance programs in which the Employee, members of the Employee’s family and dependents were participating immediately before the Employee’s Date of Termination; and (ii) ensure that any eligibility or other conditions on benefits under these programs, including deductibles and co-payments, will be administered by applying the Employee’s experience under any predecessor program in which the Employee (and members of the Employee’s family and dependents) were participating before Termination. With respect to this Section 10.1(B), any benefits or payments relating to medical and dental insurance that are provided after completion of the applicable continuation period permitted under the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended, and any benefits or payments relating to life insurance shall be subject to the following: (A) the amount of expenses eligible for reimbursement or the benefits or payments provided under this Section 10.1(B) during any taxable year of the Employee may not affect the expenses eligible for reimbursement or the benefits or payments to be provided to the Employee in any other taxable year; (B) the reimbursement of an eligible expense must be made on or before the last day of the Employee’s taxable year following the taxable year in which the expense was incurred; and (C) the right to reimbursement or to such benefits or payments is not subject to

liquidation or exchange for another benefit. To the extent that any benefit extended under this Section 10.1(B) would result in taxable compensation for the Employee, the Employee shall be solely responsible for any such taxes.

10.2    EXCESS PARACHUTE PAYMENT. Notwithstanding anything to the contrary in this Agreement, if any payments or benefits paid or payable to the Employee pursuant to this Agreement or any other plan, program or arrangement maintained by the Company or an Affiliate would constitute a “parachute payment” within the meaning of Section 280G of the Code, then the Employee shall receive the greater of: (a) one dollar ($1.00) less than the amount which would cause the payments and benefits to constitute a “parachute payment” or (b) the amount of such payments and benefits, after taking into account all federal, state and local taxes, including the excise tax imposed under Section 4999 of the Code payable by the Employee on such payments and benefits, if such amount would be greater than the amount specified in Section 10.2(a), after taking into account all federal, state and local taxes payable by the Employee on such payments and benefits. Any reduction to any payment made pursuant to this Section 10.2 shall be made consistent with the requirements of Section 409A of the Code.

    

10.3    Except as provided in Section 8.3 hereof, the payments provided in Sections 10.1(A) hereof shall be made within thirty (30) days following the later of (i) the Date of Termination or (ii) the Change in Control. At the time that payments are made under this Section, the Employer shall provide the Employee with a written statement setting forth the manner in which such payments were calculated and the basis for such calculations including, without limitation, any opinions or other advice the Employer has received from auditors or consultants (and any advice which is in writing shall be attached to the statement).

10.4    The Employer also shall pay to the Employee all professional fees and expenses incurred by the Employee (including specifically legal, accounting and tax advisory fees) (i) in disputing in good faith any issue relating to the termination of the Employee’s employment following a Change in Control and prior to the end of the Change-in-Control Protective Period, (ii) in seeking in good faith to obtain or enforce any benefit or right provided by this Agreement, or (iii) in connection with any tax audit or proceeding to the extent attributable to the application of Section 4999 of the Code to any payment or benefit provided hereunder. Such payments shall be made within five (5) business days after delivery of the Employee’s written requests for payment accompanied with such evidence of fees and expenses incurred as the Employer reasonably may require.

10.5    In consideration of, and as a pre-condition to, receipt of any of the payments or benefits set forth in this Section 10 or under Section 9 hereof, Employee shall execute and deliver to Employer a written release no later than thirty (30) days after the event of termination, in a manner compliant with the respective requirements for release of claims under the Age Discrimination in Employment Act and the Older Workers Benefit Protection Act, pursuant to which Employee shall fully and forever surrender, release, acquit and discharge the Employer, and its principals, stockholders, directors, officers, agents, administrators, insurers, subsidiaries, affiliates, employees, successors, assigns, related entities, and legal representatives, personally and in their representative capacities, and each of them (collectively, “Released Parties”), of and

from any and all claims for costs of attorneys’ fees, expenses, compensation, and all losses, demands and damage of whatsoever nature or kind in law or in equity, whether known or unknown, including without limitation those claims arising out of, under, or by reason of Employee’s employment with the Employer or any of the Companies, Employee’s relationship with the Employer or any of the Companies and/or any termination of Employee’s employment relationship and any and all claims which were or could have been asserted in any charge, complaint, or related lawsuit. Notwithstanding the foregoing, no such release shall constitute a waiver of, or in any manner restrict or limit, the Employee’s rights of indemnification relating to his status as an officer of the Employer, whether arising under Delaware law, contractually, or under Employer’s insurance coverage. If the thirty (30) day period during which Employee must executive and deliver the written release contemplated by this Section 10.5 begins in one calendar year and ends in a second calendar year, the payments or benefits set forth in this Section 10 or Section 9 hereof shall not commence until the first day of the second calendar year.

11.     TERMINATION PROCEDURES

11.1    NOTICE OF TERMINATION. During the Term (and, if longer, until the end of the Change-in-Control Protective Period), any purported termination of the Employee’s employment (other than by reason of death) shall be communicated by written Notice of Termination from one party hereto to the other party hereto in accordance with Section 15 hereof. For purposes of this Agreement, a “Notice of Termination” shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Employee’s employment under the provision so indicated. Further, with respect to any purported termination of the Employee’s employment after a Change in Control and prior to the end of the Change-in-Control Protective Period, a Notice of Termination for Cause is required to include a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters (3/4) of the entire membership of the Board at a meeting of the Board which was called and held for the purpose of considering such termination (after reasonable notice to the Employee and an opportunity for the Employee, together with the Employee’s counsel, to be heard before the Board) finding that, in the good faith opinion of the Board, the Employee was guilty of conduct set forth in clause (i) or (ii) of the definition of Cause herein, and specifying the particulars thereof in detail.

11.2    DATE OF TERMINATION. “Date of Termination,” with respect to any purported termination of the Employee’s employment during the Term (and, if longer, prior to the end of the Change-in-Control Protective Period), shall mean the date of the Employee’s “separation from service” within the meaning of Section 409A of the Code and Treasury Regulation Section 1.409A-1(h). Any Notice of Termination relating to a termination for Disability shall be provided thirty (30) days prior to the Date of Termination (provided that the Employee shall not have returned to the full-time performance of the Employee’s duties during such thirty (30) day period). Any Notice of Termination relating to the termination of the Employee’s employment by the Employer for any other reason shall be provided not less than thirty (30) days prior to the Date of Termination (except in the case of a termination for Cause). Any Notice of Termination relating to the termination of the Employee’s employment by the

Employee for any other reason shall be provided not less than fifteen (15) days nor more than sixty (60) days prior to the Date of Termination.

12.    NO MITIGATION

The Employer agrees that, if the Employee’s employment with the Employer terminates following a Change in Control and prior to the end of the Change-in-Control Protective Period, the Employee is not required to seek other employment or to attempt in any way to reduce any amounts payable to the Employee by the Employer pursuant to Section 10 hereof. Further, the amount of any payment or benefit provided for in this Agreement (other than Section 10.1(B) hereof) shall not be reduced by any compensation earned by the Employee as the result of employment by another employer, by retirement benefits, by offset against any amount claimed to be owed by the Employee to the Employer, or otherwise.

13.    CONFIDENTIALITY; NON-COMPETITION AND NON-SOLICITATION

13.1    CONFIDENTIALITY. The Companies’ methods, plans for doing business, processes, pricing, compounds, customers and suppliers are vital to the Companies and, to the extent not made public by the Companies, constitute confidential information subject to the Companies’ proprietary rights therein. The Employee covenants and agrees that during the Term and at all times thereafter, the Employee will not, directly or indirectly, make known, divulge, furnish, make available or use, otherwise than in the regular course of the Employee’s employment by the Employer, any invention, product, process, apparatus or design of any of the Companies, or any knowledge or information in respect thereof (including, but not limited to, business methods and techniques), or any other confidential or so-called “insider” information of any of the Companies. This covenant shall apply without regard to the time or circumstances of any termination of the Employee’s employment. The covenants in this Section 13.1 do not apply to information that Employee can affirmatively demonstrate (i) is in the public domain through no act or omission of the Employee; (ii) was lawfully in the Employee’s possession prior to the date of this Agreement; or (iii) was lawfully disclosed by a third party to the Employee after the Date of Termination.

13.2    NON-COMPETITION AND NON-SOLICITATION. The Employee covenants and agrees that during the period of one (1) year following any termination of the Employee’s employment, the Employee will not, directly or indirectly, either as an individual for the Employee’s own account or as an investor, or other participant in, or as an employee, agent, or representative of, any other business enterprise:

(i)    solicit, employ, entice, take away or interfere with, or attempt to solicit, employ, entice, take away or interfere with, any employee of the Employer or the Companies if such employee was employed by the Employer or the Companies at any time within six months of the Date of Termination; or

(ii)    engage or participate in or finance, aid or be connected with any enterprise which competes with the business of the Companies, or any of them.

The geographical limitations of the foregoing shall include any country in which the Companies or any of them shall be doing business as of such date of such termination.

13.3    The Employee acknowledges that the covenants contained in this Section 13 are of the essence of this Agreement and said covenants shall be construed as independent of any other provisions of this Agreement. Recognizing the irreparable nature of the injury that could result from the Employee’s violation of any of the covenants and agreement to be performed and/or observed by the Employee pursuant to the provisions of this Section 13, and that damages would be inadequate compensation, it is agreed that any violations by the Employee of the provisions of this Section 13, shall be the proper subject for immediate injunctive and other equitable relief to the Employer.

14.    SUCCESSORS; BINDING AGREEMENT

14.1    In addition to any obligations imposed by law upon any successor to the Employer, the Employer will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Employer to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Employer would be required to perform it if no such succession had taken place. Failure of the Employer to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Employee to terminate the Employee’s employment for Good Reason after a Change in Control. Except as provided in this Section 14.1, this Agreement shall not be assignable by either party without the written consent of the other party hereto.

14.2    This Agreement shall inure to the benefit of and be enforceable by the Employee’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Employee shall die while any amount would still be payable to the Employee hereunder (other than amounts which, by their terms, terminate upon the death of the Employee) if the Employee had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the executors, personal representatives or administrators of the Employee’s estate.

15.    NOTICES

For purposes of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered mail, return receipt requested, postage prepaid, addressed, if to the Employee, to the address shown for the Employee in the personnel records of the Employer and, if to the Employer, to the address set forth below, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon actual receipt:

To the Employer:

Vice President Global Human Resources

A. Schulman, Inc.

P.O. Box 1710

Akron, Ohio 44309-1710

With a copy to:

J. Bret Treier

Vorys, Sater, Seymour and Pease LLP

106 South Main Street, Suite 1100

Akron, Ohio 44308

16.    MISCELLANEOUS

No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by the Employee and such officer as may be specifically designated by the Board. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. This Agreement supersedes the Original Employment Agreement, any other agreements or representations, written, oral or otherwise, express or implied, with respect to the subject matter hereof which have been made by either party, except as expressly set forth in this Agreement. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Ohio. All references to sections of the Exchange Act or the Code shall be deemed also to refer to any successor provisions to such sections. Any payments provided for hereunder shall be paid net of any applicable withholding required under federal, state or local law and any additional withholding to which the Employee has agreed. The obligations of the Employer and the Employee under this Agreement which by their nature may require (partial or total) performance after the expiration of the Term or the Change-in-Control Protective Period (including, without limitation, those under Sections 5 through 11 and Section 13 hereof) shall survive such expiration.

17.    VALIDITY

The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

18.    COUNTERPARTS

This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

19.    SETTLEMENT OF DISPUTES AFTER CHANGE IN CONTROL; ARBITRATION

After a Change in Control and prior to the end of the Change-in-Control Protective Period, all claims by the Employee for benefits under this Agreement shall be directed to and determined by the Committee and shall be in writing. Any denial by the Committee of a claim for benefits under this Agreement shall be delivered to the Employee in writing and shall set forth the specific reasons for the denial and the specific provisions of this Agreement relied upon. The Committee shall afford a reasonable opportunity to the Employee for a review of the decision denying a claim and shall further allow the Employee to appeal to the Committee a decision of the Committee within sixty (60) days after notification by the Committee that the Employee’s claim has been denied. Any further dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration in Akron, Ohio, in accordance with the rules of the American Arbitration Association with respect to employment disputes then in effect. Judgment may be entered on the arbitrator’s award in any court having jurisdiction. Notwithstanding any provision of this Agreement to the contrary, the Employee shall be entitled to seek specific performance of the Employee’s right to be paid until the Date of Termination during the pendency of any dispute or controversy arising under or in connection with this Agreement.

20.    DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings indicated below:

(A)     “Beneficial Owner” shall have the meaning set forth in Rule 13d-3 under the Exchange Act.

(B)    “Board” shall mean the Board of Directors of the Employer.

(C)     “Cause” for termination by the Employer of the Employee’s employment shall mean the following:

(i)     any act of fraud, embezzlement, misappropriation or conversion by the Executive of the assets or business opportunities of the Employer;

(ii)     conviction of the Employee of (or plea by the Executive of guilty to) a felony (or a misdemeanor that originally was charged as a felony but was reduced to a misdemeanor as part of a plea bargain);

(iii)    intentional and repeated material violations by the Employee of the Employer’s written policies or procedures or intentional and material breach of any contract with or violation of any legal obligation owed to the Employer provided that a breach or violation shall be considered intentional and material only if the Employee fails to cure to the best of the Employee’s ability such breach within thirty (30) days after delivery to the Employee of a written notice from the Board specifying such breach; or

(iv)    willful engagement in gross misconduct or intentional misrepresentation that is materially and demonstrably injurious to the Employer, provided that such breach is not cured within thirty (30) days after delivery to the Employee of a written notice requesting cure.

For purposes of the above definition, no act or failure to act, on Employee’s part shall be deemed “willful” unless done, or omitted to be done, by the Employee not in good faith and without reasonable belief that the Employee’s act or failure to act, was in the best interest of the Employer. In the event of a dispute concerning the application of the definition of Cause, no claim by the Employer that Cause exists shall be given effect unless the Employer establishes to the Committee by clear and convincing evidence that Cause exists.

(D)     A “Change in Control” shall be deemed to have occurred if the event set forth in any one of the following paragraphs shall have occurred:

(i)    the acquisition by any person (as defined under Section 409A of the Code), or more than one person acting as a group (as defined under Section 409A of the Code), of stock of the Company that, together with the stock of the Company held by such person or group, constitutes more than fifty percent (50%) of the total fair market value or total voting power of the stock of the Company;

(ii)    the acquisition by any person, or more than one person acting as a group, within any twelve (12) month period, of stock of the Company possessing thirty percent (30%) or more of the total voting power of the stock of the Company;

(iii)    a majority of the members of the Board is replaced during any twelve (12) month period by directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election; or

(iv)    the acquisition by any person, or more than one person acting as a group, within any twelve (12) month period, of assets from the Company that have a total gross fair market value equal to or more than forty percent (40%) of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions.

This definition of Change in Control shall be interpreted in a manner that is consistent with the definition of a “change in control event” under Section 409A of the Code and the Treasury Regulations promulgated thereunder.

Notwithstanding the foregoing, a “Change in Control” shall not be deemed to have occurred if there is consummated any transaction or series of integrated transactions immediately following which the record holders of the common stock of the Employer immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in an entity which owns all or substantially all of the assets of the Employer immediately following such transaction or series of transactions.

Further, notwithstanding the foregoing, any event or transaction which would otherwise constitute a Change in Control (a “Transaction”) shall not constitute a Change in Control for purposes of this Agreement if, in connection with the Transaction, the Employee participates as an equity investor in the acquiring entity or any of its affiliates (the “Acquiror”). For purposes of the preceding sentence, the Employee shall not be deemed to have participated as an equity investor in the Acquiror by virtue of: (i) obtaining beneficial ownership of any equity interest in the Acquiror as a result of the grant to the Employee of an incentive compensation award under one or more incentive plans of the Acquiror (including, but not limited to, the conversion in connection with the Transaction of incentive compensation awards of the Employer into incentive compensation awards of the Acquiror), on terms and conditions substantially equivalent to those applicable to other executives of the Employer immediately prior to the Transaction, after taking into account normal differences attributable to job responsibilities, title and similar matters; (ii) obtaining beneficial ownership of any equity interest in the Acquiror on terms and conditions substantially equivalent to those obtained in the Transaction by all other stockholders of the Employer; or (iii) passive ownership of less than three percent (3%) of the stock of the Acquiror.

(E)     “Change-in-Control Protective Period” shall mean the period from the occurrence of a Change in Control until the second anniversary of such Change in Control.

(F)     “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

(G)     “Committee” shall mean (i) the individuals (not fewer than three (3) in number) who, immediately prior to a Potential Change in Control, constitute the Compensation Committee of the Board, plus (ii) in the event that fewer than three (3) individuals are available from the group specified in clause (i) above for any reason, such individuals as may be appointed by the individual or individuals so available (including for this purpose any individual or individuals previously so appointed under this clause (ii)); provided, however, that the maximum number of individuals constituting the Committee shall not exceed five (5).

(H)     “Companies” shall mean, collectively, the Employer and each entity which is now and hereafter shall become a subsidiary of, or a parent of, the Employer, together with their respective successors and assigns.

(I)     “Continuation Pay” shall mean those payments so described in Section 8.2 hereof.

(J)     “Date of Termination” shall have the meaning stated in Section 11.2 hereof.

(K)     “Disability” or “Disabled” shall mean: (i) the Employee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months; or (ii) the Employee is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Employer; or (iii) the Employee is determined to be totally disabled by the Social Security Administration or the Railroad Retirement Board.

(L)     “Disability Period” shall have the meaning stated in Section 7.2 hereof.

(M)    “Employee” shall mean the individual named in the first paragraph of this Agreement.

(N)     “Employer” shall mean A. Schulman, Inc. and, except in determining under Section 20(D) hereof whether or not any Change in Control of the Employer has occurred, any successor to its business and/or assets which assumes and agrees to perform this Agreement by operation of law, or otherwise.

(O)     “Escrow Amount” has the meaning set forth in Section 4.3.

(P)    “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.

(Q)    “Good Reason” for termination by the Employee of the Employee’s employment shall mean the occurrence (without the Employee’s express prior written consent) after any Change in Control, or after any Potential Change in Control and prior to the end of the Change in Control Protective Period, of any one of the following acts by the Employer, or failures by the Employer to act, unless such act or failure to act is corrected prior to the Date of Termination specified in the Notice of Termination given in respect thereof:

(i)    a diminution in the Employee’s base compensation or incentive compensation opportunity;

(ii)    the failure by the Company, to pay to the Employee any portion of the Employee’s current compensation, or to pay to the Employee any portion of an installment of deferred compensation under any deferred compensation program of the Employer, within seven (7) days of the date such compensation is due;

(iii)    the failure by the Company to continue in effect any compensation plan in which the Employee participates immediately prior to the Change in Control which is material to the Employee’s total compensation, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan, or the failure by the Company to continue the Employee’s participation therein (or in such substitute or alternative plan) on a basis

not materially less favorable, both in terms of the amount of benefits provided and the level of the Employee’s participation relative to other participants, as existed at the time of the Change in Control;

(iv)    the failure by the Company to continue to provide the Employee with benefits substantially similar to those enjoyed by the Employee under any of the Company’s pension, life insurance, medical, health and accident, or disability plans in which the Employee was participating at the time of the Change in Control, the taking of any action by the Company which would directly or indirectly materially reduce any of such benefits or deprive the Employee of any material fringe benefit enjoyed by the Employee at the time of the Change in Control, or the failure by the Company to provide the Employee with the number of paid vacation days to which the Employee is entitled on the basis of years of service with the Company in accordance with the Employer’s normal vacation policy in effect at the time of the Change in Control; or

(v)    a diminution in the Employee’s title, authority, duties, responsibilities or reporting relationships which are as generally described on Exhibit A;

(vi)    a diminution in the authority, duties, or responsibilities of the supervisor to whom the Employee is required to report;

(vii)    a diminution in the budget over which the Employee retains authority;

(viii)    a reassignment of the Employee to an office location twenty-five (25) miles or more from the office location of the Employee prior to a Change in Control, except for required travel to an extent substantially consistent with the Employee’s business travel obligations prior to a Change in Control;

(ix)    the failure by the Company, in the event the Employee consents to a relocation at the request of the Company or its successor, to pay (or reimburse the Employee) for all reasonable moving expenses incurred by the Employee relating to a change of the Employee’s principal residence in connection with such relocation and to indemnify the Employee against any loss realized on the sale of the Employee’s principal residence in connection with any such change of residence; or

(x)    any purported termination of the Employee’s employment which is not effected pursuant to a Notice of Termination satisfying the requirements of Section 11.1 hereof; for purposes of this Agreement, no such purported termination shall be effective.

The Employee’s right to terminate the Employee’s employment for Good Reason shall not be affected by the Employee’s incapacity due to physical or mental illness. The Employee’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any act or failure to act constituting Good Reason hereunder.

For purposes of any determination regarding the existence of Good Reason, any claim by the Employee that Good Reason exists shall be presumed to be correct unless the Employer establishes to the Committee by clear and convincing evidence that Good Reason does not exist.

(R)    “Notice of Termination” shall have the meaning stated in Section 11.1 hereof.

(S)    “Person” shall have the meaning given in Section 3(a) (9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not include (i) the Employer or any of its subsidiaries, (ii) a trustee or other fiduciary holding securities under an employee benefit plan of the Employer or any of its subsidiaries, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities, or (iv) a corporation owned, directly or indirectly, by the stockholders of the Employer in substantially the same proportions as their ownership of stock of the Employer.

(T) “Potential Change in Control” shall be deemed to have occurred if the event set forth in any one of the following paragraphs shall have occurred:

(i)     the Employer enters into an agreement, the consummation of which would result in the occurrence of a Change in Control within six (6) months following the Date of Termination;

(ii)     the Employer or any Person publicly announces an intention to take or to consider taking actions which, if consummated, would constitute a Change in Control;

(iii)     any Person becomes the Beneficial Owner, directly or indirectly, of securities of the Employer representing fifteen percent (15%) or more of either the then outstanding shares of common stock of the Employer or the combined voting power of the Employer’s then outstanding securities; or

(iv)     the Board adopts a resolution to the effect that, for purposes of this Agreement, a Potential Change in Control has occurred.

(U)     “Severance Payments” shall mean those payments described in Section 10.1 hereof.

(V)    “Term” shall mean the period of time described in Section 4.1 hereof (including any extension or continuation of described therein).

(W)     “Termination Pay” shall mean those payments so described in Section 8.2 hereof.

21.    SECTION 409A OF THE CODE

It is intended that this Agreement comply with Section 409A of the Code and the Treasury Regulations promulgated thereunder (and any subsequent notices or guidance issued by the Internal Revenue Service), and this Agreement will be interpreted, administered and operated accordingly. Nothing herein shall be construed as an entitlement to or guarantee of any particular tax treatment to the Employee.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed (the corporate signatory by the respective officer duly authorized) as of the day and year first above written.

EMPLOYEE:                        EMPLOYER:

/s/ Joseph J. Levanduski                 A. Schulman, Inc.

Name: Joseph J. Levanduski                 By:     /s/ Joseph M. Gingo            

Joseph M. Gingo, President and CEO

Exhibit A

As Vice President, Chief Financial Officer, Employee shall report directly to the Employer’s Chief Executive Officer. Employee will have responsibility for Finance, Accounting, Treasury and Financial Planning and Analysis, with accountability to ensure timely and accurate budget analysis and financial review for the management team. Employee will also be responsible for all capital expenditure evaluations, cash flow analysis, banking relationship, and financial reporting. Employee will have such other duties and perform such other tasks as may, from time to time, be assigned to him by the Chief Executive Officer or the Board of Directors.

SECOND AMENDMENT TO

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This Second Amendment (the “Amendment”) to the Amended and Restated Employment Agreement entered into on May 19, 2011 (the “Agreement”), is entered into this 15 ^th day of December, 2014 between Joseph M. Gingo (“Employee”) and A. Schulman, Inc. (“Employer”).

WHEREAS, Employee and Employer desire to amend the Agreement to revise the term of the Agreement;

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.     Term of Agreement . Section 4.1 of the Agreement shall be revised as indicated below:

4.1 TERM OF AGREEMENT. The “Term” for this Agreement shall have commenced on May 1, 2011 and shall end on January 31, 2015; provided, however, that notwithstanding any other provision of this Agreement to the contrary, during the period from January 1, 2015 through January 31, 2015 (a) Employee shall no longer serve as President and Chief Executive Officer of Employer, and (b) Employee’s base salary shall be $1.00 per month. If a Change in Control shall have occurred during the Term of this Agreement, Sections 7 and 8 and 10 through 21 of this Agreement shall continue in effect until at least the end of the Change-in-Control Protective Period (whether or not the Term of the Agreement shall have expired for other purposes).

2.     No Further Amendment . Except as otherwise amended hereby, all terms of the Agreement shall remain in full force and effect.

                            

    

Joseph M. Gingo

/s/ Joseph M. Gingo                

Date: December 15, 2014            

A. Schulman, Inc.

By: /s/ Kim L. Whiteman            

Its: Vice President Global Human Resources    

CHANGE IN CONTROL AGREEMENT

This Change in Control Agreement (this “Agreement” ) between _________________ (the “Employee” ) and A. Schulman, Inc., a Delaware corporation (the “Corporation” ), is effective as of December 15, 2014 ( “Effective Date” ).

WHEREAS , the Employee currently is employed by the Corporation; and

WHEREAS , in order to induce the Employee to remain in the employ of the Corporation, the Corporation desires to provide the Employee with certain severance benefits in the event his employment with the Corporation terminates in connection with a Change in Control under the circumstances described herein.

NOW, THEREFORE , in consideration of the mutual promises and agreements hereinafter set forth, the Corporation and the Employee agree as follows:

Section 1.    Definitions

When used in this Agreement, the following terms will have the meanings given to them in this section unless another meaning is expressly provided elsewhere in this Agreement. When applying these definitions, the form of any term or word will include any of its other forms.

1.1    “Affiliate” shall mean any entity with whom the Corporation would be     considered a single employer under Sections 414(b) and 414(c) of the Code.

1.2    “Board” shall mean the Corporation’s Board of Directors.

1.3    “Cause” shall mean:

(a)    any act of fraud, embezzlement, misappropriation or conversion by the Employee of the assets or business opportunities of the Corporation and its Affiliates;

(b)    the Employee’s conviction of (or plea of guilty or nolo contendere to) a felony or a misdemeanor that originally was charged as a felony but was reduced to a misdemeanor as part of a plea bargain;

(c)    intentional and repeated material violations by the Employee of the written policies or procedures of the Corporation or, to the extent applicable to the Employee, any of its Affiliates, or the intentional and material breach of any contract with, or violation of any legal obligation owed to, the Corporation or any of its Affiliates, provided that the Employee fails to cure, to the best of the Employee’s ability and to the extent that the breach is amenable to cure, such breach within thirty (30) days after delivery to the Employee of a notice from the Board specifying such breach; or

(d)    the Employee’s willful engagement in gross misconduct or intentional misrepresentation that is materially and demonstrably injurious to the Corporation or any of its Affiliates, provided that such breach is not cured to the best of the Employee’s ability and to the

extent that the breach is amenable to cure within thirty (30) days after delivery to the Employee of a notice from the Board specifying such breach.

For purposes of this definition, no act or failure to act, on the Employee’s part shall be deemed “willful” unless done or omitted to be done, by Employee, not in good faith and without a reasonable belief that Employee’s act or failure to act was in the best interest of the Corporation or any Affiliate. In the event of a dispute concerning this definition of Cause, no claim by the Corporation or an Affiliate that Cause exists shall be given effect unless the Corporation establishes by clear and convincing evidence that Cause exists.

1.4    “Change in Control” shall mean the occurrence of any of the following:

(a)    the acquisition by any person (as defined under Section 409A of the Code), or more than one person acting as a group (as defined under Section 409A of the Code), of stock of the Corporation that, together with the stock of the Corporation held by such person or group, constitutes more than fifty percent (50%) of the total fair market value or total voting power of the stock of the Corporation;

(b)    the acquisition by any person, or more than one person acting as a group, within any twelve (12) month period, of stock of the Corporation possessing thirty percent (30%) or more of the total voting power of the stock of the Corporation;

(c)    a majority of the members of the Board are replaced during any twelve (12) month period by directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election; or

(d)    the acquisition by any person, or more than one person acting as a group, within any twelve (12) month period, of assets from the Corporation that have a total gross fair market value equal to or more than forty percent (40%) of the total gross fair market value of all of the assets of the Corporation immediately prior to such acquisition or acquisitions.

This definition of Change in Control shall be interpreted in a manner that is consistent with the definition of a “change in control event” under Section 409A of the Code and the Treasury Regulations promulgated thereunder.

Notwithstanding the foregoing, a Change in Control shall not be deemed to have occurred if there is consummated any transaction or series of integrated transactions immediately following which the record holders of the common stock of the Corporation immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in an entity which owns all or substantially all of the assets of the Corporation immediately following such transaction or series of transactions.

Further, notwithstanding the foregoing, any event or transaction which would otherwise constitute a Change in Control (a “Transaction” ) shall not constitute a Change in Control for purposes of this Agreement if, in connection with the Transaction, the Employee participates as an equity investor in the acquiring entity or any of its affiliates (the “Acquiror” ). For purposes of the

preceding sentence, the Employee shall not be deemed to have participated as an equity investor in the Acquiror by virtue of: (i) obtaining beneficial ownership of any equity interest in the Acquiror as a result of the grant to the Employee of an incentive compensation award under one or more incentive plans of the Acquiror (including, but not limited to, the conversion in connection with the Transaction of incentive compensation awards of the Corporation into incentive compensation awards of the Acquiror), on terms and conditions substantially equivalent to those applicable to other employees of the Corporation and its Affiliates immediately prior to the Transaction, after taking into account normal differences attributable to job responsibilities, title and similar matters; (ii) obtaining beneficial ownership of any equity interest in the Acquiror on terms and conditions substantially equivalent to those obtained in the Transaction by all other stockholders of the Corporation; or (iii) passive ownership of less than three percent (3%) of the stock of the Acquiror.

1.5    “Change in Control Protection Period” shall mean the period from the occurrence of a Change in Control and ending on the second anniversary thereof, even if such period extends beyond the Expiration Date (as defined in Section 2).

1.6    “Code” shall mean the Internal Revenue Code of 1986, as amended.

1.7    “Good Reason” shall mean the occurrence of any of the following without the Employee’s express prior written consent:

(a)    a diminution in the Employee’s base compensation or incentive compensation opportunity;

(b)    the failure by the Corporation, to pay to the Employee any portion of the Employee's current compensation, or to pay to the Employee any portion of an installment of deferred compensation under any deferred compensation program of the Employer, within seven (7) days of the date such compensation is due;

(c)    the failure by the Corporation to continue in effect any compensation plan in which the Employee participates immediately prior to the Change in Control which is material to the Employee's total compensation, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan, or the failure by the Corporation to continue the Employee's participation therein (or in such substitute or alternative plan) on a basis not materially less favorable, both in terms of the amount of benefits provided and the level of the Employee's participation relative to other participants, as existed at the time of the Change in Control;

(d)    the failure by the Corporation to continue to provide the Employee with benefits substantially similar to those enjoyed by the Employee under any of the Corporation's pension, life insurance, medical, health and accident, or disability plans in which the Employee was participating at the time of the Change in Control, the taking of any action by the Corporation which would directly or indirectly materially reduce any of such benefits or deprive the Employee of any material fringe benefit enjoyed by the Employee at the time of the Change in Control, or the failure by the Corporation to provide the Employee with the number of paid vacation days to which the

Employee is entitled on the basis of years of service with the Corporation in accordance with the Employer's normal vacation policy in effect at the time of the Change in Control; or

(e)    a diminution in the Employee’s title, authority, duties, responsibilities or reporting relationships, including the requirement that the Employee report to a corporate officer or employee instead of to the Board;

(f)    a diminution in the authority, duties, or responsibilities of the supervisor to whom the Employee is required to report;

(g)    a diminution in the budget over which the Employee retains authority;

(h)    a reassignment of the Employee to an office location twenty-five (25) miles or more from the office location of the Employee prior to a Change in Control, except for required travel to an extent substantially consistent with the Employee’s business travel obligations prior to a Change in Control;

(i)    the failure by the Corporation, in the event the Employee consents to a relocation at the request of the Corporation or its successor, to pay (or reimburse the Employee) for all reasonable moving expenses incurred by the Employee relating to a change of the Employee’s principal residence in connection with such relocation and to indemnify the Employee against any loss realized on the sale of the Employee’s principal residence in connection with any such change of residence; or

(j)    any other action or inaction that constitutes a material breach of the terms of this Agreement.

1.8    “Notice of Termination” shall mean a written notice that describes in reasonable detail the facts and circumstances claimed to provide a basis for Termination.

1.9    “Termination” shall mean a “separation from service” with the Corporation and its Affiliates within the meaning of Treasury Regulation §1.409A-l(h).

Section 2.    Term of Agreement

Subject to Sections 5.3 and 6.3, the term of this Agreement shall commence on the Effective Date and end on December 31, 2017 (the “Expiration Date” ).

Section 3.    Effect of Termination

3.1    Termination for Any Reason Prior to or After the Change in Control Protection Period. The Employee’s employment may be Terminated by the Corporation or by the Employee, in each case by delivering a Notice of Termination, for any reason prior to a Change in Control or following the expiration of the Change in Control Protection Period, and the Employee will not be entitled to any payments or benefits under this Agreement.

3.2    Termination During a Change in Control Protection Period.

(a)     Termination Without Cause or for Good Reason. The Employee will be entitled to receive the payments and benefits described in Section 4.1 if, during the Change in Control Protection Period:

(i)    The Corporation Terminates the Employee without Cause by delivering to the Employee a Notice of Termination; or

(ii)    The Employee Terminates for Good Reason by delivering to the Corporation a Notice of Termination for Good Reason, provided that such Notice of Termination is delivered within ninety (90) days of the initial existence of the condition constituting Good Reason and the Corporation does not remedy the condition constituting Good Reason within thirty (30) days of the date of such Notice of Termination. If the Employee fails to provide such written notice to the Corporation within the period described above, then the Employee will be deemed to have consented to such condition and the Corporation shall have no obligation to pay the compensation and benefits described in Section 4.1 with respect to such condition.

(b)     Termination for Any Other Reason. If, during a Change in Control Protection Period, the Employee is Terminated or Terminates for any reason other than as described in Section 3.2(a), including a Termination for Cause by the Corporation or due to the Employee’s death or disability (within the meaning of Section 409A of the Code), the Employee will not be entitled to any payments or benefits under this Agreement.

Section 4.    Change in Control Severance Payments

4.1      Calculation of Severance Payments. Subject to the terms of this Agreement, if the Employee is Terminated or Terminates for any reason described in Section 3.2(a), the Employee shall be entitled to the following:

(a)    Continued payment of the Employee’s compensation and provision of benefits through the date of Termination. Any accrued, but unpaid amounts or benefits shall be paid in a lump sum within thirty (30) days following the Employee’s date of Termination or, if earlier, the date specified in the applicable plan, program or arrangement.

(b)    An amount equal to any accrued, but unused vacation days, as determined under the Corporation’s personnel policy, which amount shall be paid in a lump sum within thirty (30) days following the Employee’s date of Termination.

(c)    A lump sum cash payment, which shall be paid within thirty (30) days following the Employee’s date of Termination, equal to the sum of: (i) two hundred percent (200%) of the Employee’s base salary for the calendar year immediately preceding the year in which the date of Termination occurs; plus (ii) two hundred percent (200%) of the Employee’s annual target bonus for the fiscal year in which the date of Termination occurs.

(d)    For 18 months after the Employee’s date of Termination, the Corporation will maintain in full force and effect, for the Employee’s continued benefit (and that of all family members and other dependents who were enrolled in the programs on the Employee’s date of Termination) all life, medical and dental insurance programs in which the Employee (and members of the Employee’s family or other dependents) were participating or by which such individuals were covered immediately before the Employee’s date of Termination. If the terms of any of such programs do not allow the continued participation described in the preceding sentence, the Corporation will: (i) provide benefits that are substantially similar (including eligibility conditions, conditions on benefits, the value of benefits and the scope of coverage) to those provided by the life, medical and dental insurance programs in which the Employee, members of the Employee’s family and dependents were participating immediately before the Employee’s date of Termination; and (ii) ensure that any eligibility or other conditions on benefits under these programs, including deductibles and co-payments, will be administered by applying the Employee’s experience under any predecessor program in which the Employee (and members of the Employee’s family and dependents) were participating before Termination. With respect to this Section 4.1(d), any benefits or payments relating to medical and dental insurance that are provided after completion of the applicable continuation period permitted under the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended, and any benefits or payments relating to life insurance shall be subject to the following: (A) the amount of expenses eligible for reimbursement or the benefits or payments provided during any taxable year of the Employee may not affect the expenses eligible for reimbursement or the benefits or payments to be provided to the Employee in any other taxable year; (B) reimbursement of any eligible expense must be made on or before the last day of the Employee’s taxable year following the taxable year in which the expense was incurred; and (C) the right to reimbursement or to such benefits or payments is not subject to liquidation or exchange for another benefit. To the extent that any benefit extended under this Section 4.1(d) would result in taxable compensation for the Employee, the Employee shall be solely responsible for any such taxes.

(e)    Reimbursement for all legal fees and expenses incurred by the Employee: (i) in disputing in good faith any issue relating to the Termination of the Employee’s employment during the Change-in-Control Protection Period; (ii) in seeking in good faith to obtain or enforce any benefit or right provided by this Agreement; or (iii) in connection with any good faith dispute regarding the application of Section 4.2 of this Agreement, including, but not limited to, any tax audit or proceeding to the extent attributable to the application of Section 4999 of the Code to any payment or benefit provided thereunder. Such payments shall be made within five (5) business days after delivery of the Employee's written requests for payment accompanied with such evidence of fees and expenses incurred as the Corporation reasonably may require.

(f)    Any other change in control benefits to which the Employee is entitled under any other plan, program or agreement with the Corporation or any Affiliate. Such benefits shall be provided in accordance with the terms and conditions of the applicable plan, program or agreement.

4.2    Excess Parachute Payment.

(a)      Notwithstanding anything to the contrary in this Agreement, if any payments or benefits paid or payable to the Employee pursuant to this Agreement or any other plan, program or arrangement maintained by the Corporation or an Affiliate would constitute a “parachute payment” within the meaning of Section 280G of the Code, then the Employee shall receive the greater of: (i) one dollar ($1.00) less than the amount which would cause the payments and benefits to constitute a “parachute payment”; or (ii) the amount of such payments and benefits, after taking into account all federal, state and local taxes, including the excise tax imposed under Section 4999 of the Code, if such amount would be greater than the amount specified in Section 4.2(a), after taking into account all federal, state and local taxes. Any reduction to any payment made pursuant to Section 4.2(a) shall be made consistent with the requirements of Section 409A of the Code.

(b)    All determinations required to be made under this Section 4.2 shall be made by a public accounting firm that is retained by the Corporation to provide tax advice as of the date immediately prior to the Change in Control (the “Accounting Firm” ). The Accounting Firm shall provide detailed supporting calculations both to the Corporation and the Employee within 15 business days of the receipt of notice from the Corporation or the Employee that there has been a potential “parachute payment” within the meaning of Section 280G of the Code, or such earlier time as requested by the Corporation. Notwithstanding the foregoing, in the event: (i) that the Accounting Firm is precluded from performing such services under applicable auditor independence rules; or (ii) the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Corporation shall appoint another nationally recognized public accounting firm to be the Accounting Firm.

(c)    If, pursuant to Section 4.2(a), any payment or benefit payable hereunder is required to be reduced, the Accounting Firm shall provide a written opinion to the Employee that: (i) such reduction is necessary in order for the Employee to avoid having to pay or report any excise tax pursuant to Section 4999 of the Code; and (ii) that the Employee is not required to pay or report any excise tax under Section 4999 of the Code on the Employee’s federal income tax return.

(d)    All fees, costs and expenses (including, but not limited to, the costs of retaining experts) of the Accounting Firm shall be borne by the Corporation. The determination by the Accounting Firm shall be binding upon the Corporation and the Employee.

4.3    Conditions Affecting Payments.

(a)      Except as expressly provided in this Agreement, the Employee’s right to receive the payments and benefits described in this Agreement will not decrease the amount of, or otherwise adversely affect, any other benefits payable to the Employee under any plan, agreement or arrangement between the Employee and the Corporation or any Affiliate.

(b)      The Employee is not required to mitigate the amount of any payment or benefit described in this Agreement by seeking other employment or otherwise, nor will the amount of any payment or benefit provided for in this Agreement be reduced by any compensation that the

Employee earns in any capacity after Termination or by reason of the Employee’s receipt of or right to receive any retirement or other benefits on or after Termination.

(c)      The amount of any payment made under this Agreement will be reduced by amounts the Corporation or any Affiliate is required to withhold with respect to any income, wage or employment taxes imposed on the payment.

(d)    Notwithstanding anything in this Agreement to the contrary, if the Employee is a “specified employee” (within the meaning of Treasury Regulation §1.409A-l(i) and as determined under the Corporation’s policy for determining specified employees) on the date of Termination and any payment pursuant to Section 4.1(b) or 4.1(c) is subject to Section 409A of the Code, then such payment shall not be paid to the Employee until the first day of the seventh month following the Employee’s date of Termination or, if earlier, the date of the Employee’s death.

Section 5.    Employee’s Obligations

5.1    Confidential Information. The Corporation’s and its Affiliates’ methods, plans for doing business, processes, pricing, compounds, customers and supplies are vital and, to the extent not made public by the Corporation or its Affiliates, constitute confidential information subject to their proprietary rights therein. The Employee covenants and agrees that during the term of this Agreement and at all times thereafter, the Employee will not, directly or indirectly, make known, divulge, furnish, make available or use, otherwise than in the regular course of the Employee’s employment or to the extent that disclosure is required pursuant to a compulsory proceeding in which the Employee’s failure to disclosure such confidential information would subject the Employee to criminal or civil sanctions, but only to the extent that Employee provides reasonable prior notice to the Corporation prior to disclosure, any invention, product, process, apparatus or design of the Corporation or its Affiliates, or any knowledge or information in respect thereof (including, but not limited to, business methods and techniques), or any other confidential or so-called “insider” information of the Corporation or its Affiliates. This covenant shall apply without regard to the time or circumstances of any Termination of the Employee’s employment.

5.2    Non-Competition and Non-Solicitation. If within the Change in Control Protection Period, the Employee shall have an involuntary Termination of employment by the Corporation other than for Cause, or shall have a voluntary Termination of employment for Good Reason, then and for a period of one (1) year immediately following the Termination Date, the Employee shall not, directly or indirectly, either as an individual for the Employee’s own account or as an investor, or other participant in, or as an employee agent, or representative of, any other business enterprise: (a) solicit, employ, entice, take away or interfere with, or attempt to solicit, employ, entice, take away or interfere with, the employment of any person who was an employee of the Corporation or any Affiliate during the term of this Agreement; or (b) engage or participate in or finance, aid or be connected with any enterprise which competes with the Corporation or any Affiliate during the term of this Agreement. The geographical limitations of the foregoing shall include any country in which the Corporation or any Affiliate shall be doing business as of the Termination Date.

5.3    Effect of Breach of Obligations. If the Employee breaches any obligation described in this Agreement and such breach occurs before a Change in Control or before the Employee has

Terminated, this Agreement will terminate as of the date of the breach, even if the fact of the breach becomes apparent at a later date.

Section 6.    Waiver; Amendment; Termination

6.1    Waiver. No provisions of this Agreement may be waived or discharged unless such waiver or discharge is expressly agreed to in writing signed by the Employee and such officer as may be specifically designated by the Corporation. In the event that the Employee continues his or her employment during the Change in Control Protection Period, such continued employment shall not constitute a waiver or diminish or eliminate, in any way whatsoever, any of Employee’s rights or obligations under this Agreement, including the Employee’s right to Terminate for Good Reason under Section 3.2(a). No waiver by either party hereto at any time of any breach by the other party hereto of or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.

6.2    Amendment. This Agreement may be amended at any time by written agreement between the Employee and the Corporation.     

6.3    Termination. Except as provided in Section 5.3, this Agreement will terminate prior to the Expiration Date upon the earliest of the following to occur:

(a)    The Employee’s Termination pursuant to Sections 3.1 or 3.2(b);

(b)    The mutual written agreement of the Corporation and the Employee to terminate this Agreement, whether or not it is replaced with a similar agreement; or

(c)    The full payment and provision of all payments and benefits due under this Agreement have been fully paid and provided.

6.4        Reimbursement of Legal Fees. If during the term of this Agreement, the Corporation seeks the Employee’s express written consent to a waiver or amendment of this Agreement (as required under Sections 6.1 and 6.2 hereof) or the termination of this Agreement under Section 6.3(b), the Corporation shall reimburse the Employee for all legal fees and expenses incurred in good faith by the Employee in relation to such requested waiver, amendment or termination. Such payments shall be made within five (5) business days after delivery of the Employee's written requests for payment accompanied with such evidence of fees and expenses incurred as the Corporation reasonably may require.

Section 7.    Equitable Relief; Dispute Resolution

7.1    Uniqueness of Obligations. The Employee’s obligations described in Section 5 of this Agreement are of a special and unique character which gives them a peculiar value to the Corporation and its Affiliates and the Corporation and its Affiliates cannot be reasonably or adequately compensated in damages in an action at law if the Employee breaches those obligations. The Employee therefore expressly agrees that, in addition to any other rights or remedies that the Corporation or its Affiliates may have, the Corporation or its Affiliates will be entitled to injunctive and other equitable relief in the form of preliminary and permanent injunctions without bond or other security if the Employee actually breaches (or threatens to breach) any obligation under this Agreement.

7.2      Arbitration. Except as provided in Section 7.1, any: (a) disagreement concerning the calculation of any payment due under this Agreement; (b) breach of any term of this Agreement; or (c) other dispute or controversy arising out of or relating to this Agreement, including the basis on which the Employee is Terminated, will be resolved by arbitration in accordance with the rules of the American Arbitration Association. The award of the arbitrator will be final, conclusive and nonappealable and judgment upon the award rendered by the arbitrator may be entered in any court having competent jurisdiction. The arbitrator must be an arbitrator qualified to serve in accordance with the rules of the American Arbitration Association and one who is approved by the Corporation and the Employee. If the Employee and the Corporation fail to agree on an arbitrator, each must designate a person qualified to serve as an arbitrator in accordance with the rules of the American Arbitration Association and these persons will select the arbitrator from among those persons qualified to serve in accordance with the rules of the American Arbitration Association. Any arbitration relating to this Agreement will be held in Akron, Ohio. Each party shall bear its own costs of arbitration, except that that the parties will equally share in the cost of the arbitrator.

Section 8.    Miscellaneous

8.1    Nonassignment. The right of the Employee or any other person to receive any payment or benefit under this Agreement may not be assigned, transferred, pledged or encumbered except by will or by applicable laws of descent and distribution. Any attempt to assign, transfer, pledge or encumber any payment or benefit that is or may be receivable under this Agreement will be null and void and of no legal effect.

8.2    Successors to the Employee. Subject to Section 6.3, this Agreement inures to the benefit of and may be enforced by the Employee’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.

8.3      Notices. All notices and other communications provided for in this Agreement must be in writing and will be deemed to have been given when deposited with a reputable delivery service or in United States registered mail, return receipt requested, postage prepaid. For purposes of this Agreement:

(a)    all notices must be directed to the addresses shown on the last page of this Agreement;

(b)      notices and other communications to the Corporation will not be deemed to have been given unless they are directed to the attention of the Corporation’s Director of Human Resources and copies are sent to the Corporation’s Secretary; and

(c)      neither party will be required to use any address other than that shown on the last page of this Agreement unless notified of a change in the other party’s address. Any change in either party’s address must be given in writing to the other party and will be effective only upon receipt.

8.4    Complete Agreement. This Agreement supersedes any and all prior agreement between the parties with respect to the subject matter hereof. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter of this Agreement have been made by either party that are not set forth expressly in this Agreement.

8.5    Applicable Law. The validity, interpretation, construction and performance of this Agreement will be governed by the laws (but not the law of conflicts of laws) of the State of Ohio.

8.6    Validity. The invalidity or unenforceability of any provisions of this Agreement will not affect the validity or enforceability of any other provisions of this Agreement, which will remain in full force and effect.

8.7    Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

8.8    Section 409A of the Code. This Agreement is intended to comply with or be exempt from Section 409A of the Code and shall be interpreted, construed and operated consistent with this intent.

[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK/SIGNATURES ON FOLLOWING PAGE]

IN WITNESS WHEREOF , the parties hereto have executed this Agreement effective as of the date and year first above written.

A. SCHULMAN, INC.

By:                         

Title:                         

Address:    3637 Ridgewood Road

Fairlawn, Ohio 44333

[NAME OF EXECUTIVE]

                        

Address: