EX-10.1



 Exhibit 10.1 
 A. SCHULMAN, INC. 
 AMENDED AND RESTATED 

2006 INCENTIVE PLAN 
 INSTRUCTIONS FOR COMPLETING 2012 TIME-BASED RESTRICTED STOCK 
 AWARD
AGREEMENT 
 Code Sheet 
 The following codes are used in this Award Agreement and should be replaced using your computer’s “Replace” function. 

 

	 	VTA	Grantee’s name (all capital letters) 

  

	 	VTB	Grant Date (all capital letters) 

  

	 	Vtb	Grant Date (initial capital letters only) 

  

	 	Vtc	Person to contact for more information 

  

	 	Vtd	Contact’s telephone number, including area code 

  

	 	Vte	Date that is 30 days after the Grant Date (initial capital letters only) 

  

	 	Vtf	Number of Shares of Restricted Stock granted (insert only the number in Arabic numerals) 


 

	 	Vtg	Contact’s street address 

  

	 	Vth	Contact’s city, state and zip code 

  

	 	Vti	Calendar year in which grant is made (e.g., 2012) 

  

	 	Vtq	Grantee’s name (initial capital letters only) 








 A. SCHULMAN, INC. 

AMENDED AND RESTATED 
 2006 INCENTIVE PLAN 
 TIME-BASED RESTRICTED STOCK AWARD AGREEMENT

 GRANTED TO VTA on VTB 
 A. Schulman, Inc. (“Company”) believes that its business interests are best served by extending to you an opportunity to earn additional compensation based on the growth of the Company’s
business. To this end, the Company adopted, and its stockholders approved, the A. Schulman, Inc. Amended and Restated 2006 Incentive Plan (“Plan”) as a means through which employees like you may share in the Company’s success.
Capitalized terms that are not defined herein shall have the same meanings as in the Plan. 
 This Award Agreement describes many features of
your Award and the terms and conditions of your Award. To ensure you fully understand these terms and conditions, you should: 
  

	 	•	 	 Read the Plan carefully to ensure you understand how the Plan works; 



 

	 	•	 	 Read this Award Agreement carefully to ensure you understand the nature of your Award and what you must do to earn it; and



  

	 	•	 	 Contact Vtc at Vtd if you have any questions about your Award. 


 Also, no later than Vte, you must return a signed copy of the Award Agreement to: 
 Vtc 
 A. Schulman, Inc. 

Vtg 
 Vth 
  

	1.	Nature of Award. You have been granted an Award of Restricted Stock pursuant to the Plan. If you satisfy the terms and conditions described in this Award
Agreement, the restrictions imposed on your Restricted Stock will lapse and you will own the underlying Shares. These and other conditions affecting your Restricted Stock are described in this Award Agreement and the Plan, both of which you should
read carefully. 

  

	 	a.	Grant Date: Vtb (“Grant Date”). 

  

	 	b.	Number of Shares of Restricted Stock: You have been granted Vtf Shares of Restricted Stock, subject to the terms and conditions of this Award Agreement and the
Plan. 

  

	2.	Vesting. Until the terms and conditions described in this Award Agreement and the Plan are met, your Restricted Stock will be held in escrow. Your Restricted
Stock will be either released from escrow and distributed to you, free of any restrictions, or forfeited, depending on whether or not you satisfy the terms and conditions described in this Award Agreement and in the Plan. 


  
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	 	a.	Normal Vesting Date: Normally, subject to your continued employment with the Company or a Related Entity, your Restricted Stock will vest on the third
anniversary of the Grant Date (the “Vesting Date”). 

  

	 	b.	Change in Control: Notwithstanding the foregoing, your Restricted Stock will immediately vest in the event of a Change in Control prior to the Vesting Date.


  

	3.	Termination of Employment Will Affect Your Restricted Stock. You may forfeit your Restricted Stock if you Terminate before the Vesting Date, although this will
depend on why you Terminate. 

  

	 	a.	Death or Disability: If you Terminate due to death or Disability, your Restricted Stock will fully vest on the date of your Termination.


  

	 	b.	Retirement: If you Terminate due to Retirement, and provided that the Committee agrees to treat your Termination as a Retirement, you will vest in a prorata
portion of your Restricted Stock determined by multiplying the number of Shares of Restricted Stock by a fraction, the numerator of which is the number of whole months you were employed from the Grant Date to the date of Retirement, and the
denominator of which is 36. 

  

	 	c.	Other Termination: If you Terminate under any other circumstances, all Restricted Stock will be forfeited on your Termination date. 


 

	4.	Settling Your Award. If the restrictions on your Restricted Stock lapse, your Restricted Stock will be settled automatically. 


 

	5.	Other Rules Affecting Your Award. 

  

	 	a.	Rights Prior to Vesting: You may exercise any voting rights associated with your Restricted Stock prior vesting. You also will be entitled to receive any
dividends or other distributions paid with respect to your Restricted Stock, although such dividends and other distributions also will be held in escrow and subject to the same restrictions on transferability and forfeitability as the Restricted
Stock with respect to which they were paid under this Award Agreement until the Restricted Stock is settled and distributed to you (or forfeited), depending on whether or not you have met the conditions described in this Award Agreement and in the
Plan. 

  

	 	b.	Beneficiary Designation: You may name a beneficiary or beneficiaries to receive any portion of your Award and any other right under the Plan that is unsettled at
your death. To do so, you must complete a beneficiary designation form by contacting Vtc at Vtd or the address below. If you previously completed a valid beneficiary designation form, such form shall apply to the Award until changed or revoked. If
you die without completing a beneficiary designation form or if you do not complete that form correctly, your beneficiary will be your surviving spouse or, if you do not have a surviving spouse 


 

	 	c.	Tax Withholding: Certain taxes must be withheld when your Award vests and is settled. These taxes may be paid in one of several ways. They are:



  
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	 	•	 	 By the Company withholding this amount from other amounts owed to you (e.g., from your salary); 



 

	 	•	 	 By the Company withholding all or a portion of any cash amount owed to you with respect to dividends credited with respect to the Shares that are to be
distributed to you; 


  

	 	•	 	 By giving the Company a check (payable to “A. Schulman, Inc.”) in an amount equal to the taxes that must be withheld; or



  

	 	•	 	 By having the Company withhold a portion of the Shares that otherwise would be distributed to you. The number of Shares withheld will have a fair
market value equal to the taxes that must be withheld. 


 You must choose the approach you prefer before the
Shares are transferred to you, although the Company may reject your preferred method for any reason (or for no reason). If this happens, the Company will specify (from among the alternatives just listed) how these taxes are to be paid. 

If you do not choose a method within 30 days of the applicable settlement date, the Company will withhold either through payroll
practices or a portion of the Shares that otherwise would be distributed to you. The number of Shares withheld will have a fair market value equal to the taxes that must be withheld and the balance of the Shares will be distributed to you.

  

	 	d.	Transferring Your Restricted Stock: Normally, your Award may not be transferred to another person. However, as described above, you may complete a beneficiary
designation form to name the person to receive any portion of your Award that is settled after you die. Also, the Committee may allow you to transfer your Restricted Stock to certain Permissible Transferees, including a trust established for your
benefit or the benefit of your family. Contact Vtc at the address or number given below if you are interested in doing this. 

  

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

  

	 	f.	Other Agreements: Also, your Award will be subject to the terms of any other written agreements between you and the Company or an Affiliate to the extent that
those other agreements do not directly conflict with the terms of the Plan or this Award Agreement. 

  

	 	g.	Adjustments to Your Restricted Stock: Subject to the terms of the Plan, your Award will be adjusted, if appropriate, to reflect any change to the Company’s
capital structure (e.g., the number of Shares of Restricted Stock will be adjusted to reflect a stock split). 


  
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	 	h.	Other Rules: Your Award also is subject to more rules described in the Plan. You should read the Plan carefully to ensure you fully understand all the terms and
conditions of this Award. 

 ***** 
 You may contact Vtc at the address or number given below if you have any questions about your Award or this Award Agreement. 
 ***** 
 Your Acknowledgment of Award Conditions 

Note: You must sign and return a copy of this Award Agreement to Vtc at the address given below no later than Vte.

 By signing below, I acknowledge and agree that: 
  

	 	•	 	 A copy of the Plan has been made available to me; 


  

	 	•	 	 I understand and accept the conditions placed on my Award and understand what I must do to earn my Award; 



 

	 	•	 	 I will consent (in my own behalf and in behalf of my beneficiaries and without any further consideration) to any change to my Award or this Award
Agreement to avoid paying penalties under Section 409A of the Code, even if those changes affect the terms of my Award and reduce its value or potential value; and 



 

	 	•	 	 I must return a signed copy of this Award Agreement to the address shown below by Vte. 



 

							
	VTA	 	A. SCHULMAN, INC.
			
	 	 	By:	 	 
	(signature)	 		 	
				
	Date signed:	 	 	 	Date signed:	 	 

 A signed copy of this Award Agreement must be sent to the following address no later than Vte: 

Vtc 
 A. Schulman, Inc. 
 Vtg 

Vth 
 Vtd 

  
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 A. SCHULMAN, INC. 

AMENDED AND RESTATED 
 2006 INCENTIVE PLAN 
 INSTRUCTIONS FOR COMPLETING SECTION 83(b)
ELECTION FORM 
 You may make a Section 83(b) Election by completing the Section 83(b) Election Form. To do this: 

 

	 	•	 	 You must make the election by completing the attached form; 



 

	 	•	 	 Within 30 days of Vtb, you must send a copy of this form to the internal revenue office at which you file your federal income tax return;



  

	 	•	 	 A copy of this form must be submitted with your income tax return for the taxable year in which the property is transferred; and



  

	 	•	 	 You also must send a copy of this form to: 


 Vtc 
 A. Schulman, Inc. 

Vtg 
 Vth








 A. SCHULMAN, INC. 

AMENDED AND RESTATED 
 2006 INCENTIVE PLAN 
 ELECTION UNDER SECTION 83(b)

 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED 
 The undersigned taxpayer hereby elects, pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended, to include in taxpayer’s gross income for the current taxable year, the amount
of any income that may be taxable to taxpayer in connection with taxpayer’s receipt of the property described below: 
  

	1.	The name, address, taxpayer identification number and taxable year of the undersigned are as follows: 


NAME OF TAXPAYER: Vtq 
  

					
			
		 	ADDRESS:	 	 
		 		 	
		 		 	 
		 		 	
		 		 	 

 IDENTIFICATION NUMBER OF TAXPAYER:
                                         
        
 TAXABLE YEAR: Calendar year Vti 

 

	2.	The property with respect to which the election is made is: 

 Vtf shares of the common stock of A. Schulman, Inc., a Delaware corporation (“Company”). 
  

	3.	The date on which the property was transferred is: Vtb. 

  

	4.	The property is subject to the following restrictions: 

 Forfeiture of all shares in favor of the Company if employment terminates prior to the third anniversary of the date specified in Section 3. 

Restrictions may lapse earlier upon the death or disability (as defined in the A. Schulman, Inc. Amended and Restated 2006 Incentive Plan
(the “Plan”)) of the taxpayer or in the event of a change in control (as defined in the Plan). In the discretion of the Compensation Committee of the Company, the restrictions on a prorata portion of the Shares may lapse earlier upon the
retirement (as defined in the Plan) of the taxpayer. 

  
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	5.	The fair market value at the time of transfer, determined without regard to any restriction other than a restriction which by its terms will never lapse, of such
property is: $                    . 

  

	6.	The amount (if any) paid for such property: $0.00. 

 The undersigned has submitted a copy of this statement to the Company. The transferee of such property is the person performing the services in connection with the transfer of said property. 

The undersigned understands that the foregoing election may not be revoked except with the consent of the Commissioner. 

 

							
	Dated:	 	 	 		 	 
		 		 		 	Vtq


  
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