EX-10.2






Exhibit 10.2




ADVISORY AGREEMENT

BETWEEN

DR. PEGGY G. MILLER AND

A. SCHULMAN, INC.




This Advisory Agreement dated November 7, 2008, (the “Agreement”) sets forth the agreement by and
between Dr. Peggy G. Miller (“Dr. Miller”) and A. Schulman, Inc. (“Company”) in connection with Dr.
Miller’s continuing relationship with the Company upon the expiration of her term as a director at
the 2008 Annual Meeting of Stockholders (the “2008 Annual Meeting”).



1. DR. MILLER’S UNDERTAKINGS AND OBLIGATIONS




In exchange for the undertakings and obligations of the Company set forth in Section 2 (and subject
to the mutual understandings listed in Section 3), Dr. Miller agrees that:




	 	•	 	Beginning on January 1, 2009 and continuing through December 31, 2009, she will
provide advice to the Company and the Chair of the Nominating and Corporate Governance
Committee concerning matters of governance generally, and more specifically the design
and implementation of a plan to provide oversight by the Nominating and Corporate
Governance Committee of the Company’s management relating to operational, financial and
strategic risks affecting its business (“Governance Advice”).
	 
	 	•	 	Dr. Miller will be generally available to consult with executive management of the
Company with regard to such Governance Advice up to a maximum of 16 hours per month.
	 
	 	•	 	On November 7, 2008, Dr. Miller will decline her nomination to stand for election as
a Director of the Company.
	 
	 	•	 	Dr. Miller covenants and agrees that she will not reveal, divulge or make known to
any person, firm or company, any Confidential Information without the prior express
written consent of the Company. “Confidential Information” shall mean financial
information, strategies and techniques, trade secrets, contract terms with vendors and
suppliers, supplier lists and data, and such other confidential, proprietary, or
sensitive information concerning or relating to (a) the Company or any of its
affiliates, or (b) any third party that has disclosed or provided any of the same to
the Company or its affiliates on a confidential basis. Confidential Information shall
not include (1) any information which is now or becomes generally available to the
public other than as a result of a wrongful disclosure by Dr. Miller, (2) any
information disclosed by Dr. Miller which she reasonably and in good faith believes is
required for the performance of his duties under this Agreement, (3) any information
which is lawfully received by Dr. Miller from a third party having no obligations of
confidentiality to the Company or its affiliates, or (4) any information compelled to
be disclosed by applicable law; provided that Dr. Miller, to the extent not prohibited
from so doing by applicable law, will give the Company prior written notice of the
information to be so disclosed pursuant to clause (4) of this sentence as far in
advance of its disclosure as may be practical, will disclose no more information than
is




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	 	 	 	required and will cooperate with any attempts by the Company to obtain a protection
order or similar treatment.





2. THE COMPANY’S UNDERTAKINGS AND OBLIGATIONS




In exchange for the undertakings and obligations of Dr. Miller set forth in Section 1, the Company
agrees that:




	 	•	 	It will compensate Dr. Miller for the services provided hereunder in the amount of
$85,000, payable in four equal installments on the first business day of each calendar
quarter in 2009.
	 
	 	•	 	Dr. Miller will be granted an award of 2,500 shares of restricted stock on or about
January 1, 2009.
	 
	 	•	 	Except as otherwise provided by this Agreement, nonqualified stock options,
restricted stock and restricted stock units previously granted to Dr. Miller will
remain subject to and will be treated in accordance with the terms and conditions of
the respective stock plans and award agreements pursuant to which they were granted.
	 
	 	•	 	Dr. Miller’s fully vested nonqualified stock options will not be adversely affected
by this Agreement or her retirement from the Board of Directors and will remain
exercisable at the existing exercise prices until the respective expiration dates set
forth in each of the stock option award agreements. Dr. Miller shall remain solely
responsible for any taxes due upon exercise of such stock options.
	 
	 	•	 	The waiver of all remaining vesting periods relating to the shares of restricted
stock or restricted stock units previously issued to Dr. Miller has been duly
authorized, so that all forfeiture provisions shall lapse upon Dr. Miller’s retirement
from the Board of Directors, provided Dr. Miller shall remain solely responsible for
any taxes due upon the lapse of such restrictions and vesting of such shares. The
parties hereby agree and acknowledge that the foregoing vesting provision shall be an
amendment to the restricted stock award agreements of Dr. Miller granted under the A.
Schulman, Inc. 2002 Equity Incentive Plan and the restricted stock award agreements and
restricted stock unit award agreement of Dr. Miller granted under the A. Schulman, Inc.
2006 Incentive Plan. Any restricted stock units that become vested pursuant to this
paragraph shall be settled no later than 60 days following Dr. Miller’s “separation
from service” within the meaning of Section 409A of the Internal Revenue Code of 1986,
as amended (the “Code”), with the Company and all persons with whom the Company is
considered a single employer under Sections 414(b) and (c) of the Code. The parties
hereby agree and acknowledge that the foregoing settlement provision shall be an
amendment to the restricted stock unit award agreement of Dr. Miller granted under the
A. Schulman, Inc. 2006 Incentive Plan.
	 
	 	•	 	Consultations with Dr. Miller will be scheduled in a manner reasonably convenient to
Dr. Miller and consistent with the nature of the consultation and the Company will
reimburse Dr. Miller for any reasonable expenses incurred during the course of those
consultations in accordance with the Company’s regular expense reimbursement policies.
Any requested services which go beyond the Governance Advice




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	 	 	 	contemplated by this Agreement will be subject to entering into a mutually acceptable
separate agreement.
	 
	 	•	 	Both before and after the date of this Advisory Agreement and in addition to any
obligations imposed by law upon any successor to the Company, the Company 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 Company to
agree in writing to assume the undertakings and obligations of this Agreement and to
perform in the same manner and to the same extent that the Company would be required to
perform it if no succession had taken place. Failure of the Company to obtain this
agreement from a Company successor before the effectiveness of any succession will be a
breach of this Advisory Agreement and will entitle Dr. Miller to receive immediately
any compensation remaining from the Company or its successor in the amount described in
Section 2, but Dr. Miller shall have no further obligation to provide the Governance
Advice. However, all other undertakings and obligations of the parties hereto shall
remain in full force and effect, including but not limited, to the gross-up obligation
and indemnification provisions. Except as provided in this section, this Advisory
Agreement is not assignable by either Party without the written consent of the other
Party.
	 
	 	•	 	The Company will continue to indemnify Dr. Miller pursuant to the terms of the
Indemnification Agreement, dated October 17, 2006, by and between the Company and
Dr. Miller, and to the full extent permitted by law, pursuant to the Company’s
Certificate of Incorporation and By-Laws, and during the term hereof will cause
Dr. Miller to be named under and covered by a directors’ and officers’ liability
insurance policy at least to the same extent as other persons then serving as directors
or executive officers of the Company.





3. DR. MILLER’S AND THE COMPANY’S MUTUAL UNDERSTANDINGS AND AGREEMENTS




Dr. Miller and the Company also agree and understand that:




	 	•	 	The Company and Dr. Miller will mutually agree upon any press release or any other
public announcement or statement with respect to the transactions contemplated by this
Agreement specifically or in any manner relating to the Company and Dr. Miller’s
longstanding service as a director. Neither the Company nor Dr. Miller shall issue any
such press release, other public announcement or other public statements prior to such
consultation and mutual agreement, except as, in the reasonable judgment of the
relevant party, may be required by applicable law, court process or by obligations
pursuant to any listing agreement with any national securities exchange.
	 
	 	•	 	It is intended that this Agreement comply with Section 409A of the Code and the
Treasury Regulations promulgated thereunder, 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 Dr. Miller. Neither the
Company nor the Board of Directors of the Company shall have any liability with respect
to any failure to comply with the requirements of Section




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	 	 	 	409A of the Code and the Treasury Regulations promulgated thereunder. Furthermore, the
Company may accelerate the time or schedule of a payment to Dr. Miller at any time this
Agreement fails to meet the requirements of Section 409A. Such payment may not exceed
the amount required to be included in income as a result of the failure to comply with
the requirements of Section 409A of the Code and the Treasury Regulations promulgated
thereunder.
	 
	 	•	 	Any disagreements about the effect of this Agreement will be resolved through
binding arbitration to be held in Akron, Ohio subject to the rules of the American
Arbitration Association and will be interpreted according to Ohio law.




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	A. SCHULMAN, INC.	 	 	 	DR. PEGGY G. MILLER	 	 
	 
	 	 	 	 	 	 	 	 
	By: 

Its:

	 	/s/ Joseph M. Gingo
 

President and Chief Executive Officer
	 	 
	 	/s/ Dr. Peggy G. Miller
 

	 	 
	 
	 	 	 	 	 	 	 	 
	Date: November 7, 2008	 	 	 	Date: November 7, 2008	 	 







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