Filed by Bowne Pure Compliance





Exhibit 10.12




AMENDED AND RESTATED

A. SCHULMAN, INC.

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN




WHEREAS, A. Schulman, Inc. (the “Company”) previously adopted the A. Schulman, Inc.
Supplemental Executive Retirement Plan, effective January 1, 2004 (the “Plan”); and



WHEREAS, since January 1, 2005, the Company administered the Plan in good faith compliance
with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (“Section
409A”); and



WHEREAS, as of the Effective Date (as defined below), only one participant in the Plan has not
yet received distribution of his Plan benefit; and



WHEREAS, the Company desires to amend the Plan as described herein to freeze the Plan as of
the Effective Date and to comply with Section 409A.



AGREEMENT




NOW, THEREFORE, the Plan is hereby amended and restated in its entirety effective as of this
30th day of December, 2008 (“Effective Date”) as follows:



1. Participation. Participation in the Plan shall be limited to any person who was
participating in the Plan as of the Effective Date and who had not yet received or begun to receive
payment of his or her Benefit (as defined below) pursuant to the Plan (a “Participant”). As of the
Effective Date, no individuals shall become eligible to participate in the Plan.



2. Benefit. The “Benefit” of any Participant under this Plan shall be equal to the amount
the Participant would have been entitled under the terms of the Plan as in effect immediately prior
to the Effective Date and calculated as provided therein. As of the Effective Date, no benefits
shall accrue under the Plan.



3. Distribution of Benefit. A Participant shall be entitled to distribution of his or her
Benefit in the form of a life annuity payable in substantially equal monthly installments beginning
on the first day of the first calendar month that begins on or after the date the Participant
attains age 65 (the “Normal Retirement Date”) and continues each month thereafter until the
Participant’s death. Notwithstanding the foregoing, if a Participant dies before his or her Normal
Retirement Date, the Participant’s beneficiary shall be entitled to receive payment of the
Participant’s Benefit in the form of a life annuity commencing within 90 days following the
Participant’s death.


 


 









 





4. Changes to the Time/Form of Payment. A Participant may change the time and/or form of
distribution of his or her Benefit subject to the following limitations:



(a) Prior to December 31, 2008. On or before December 31, 2008, a Participant may
change the time or form of distribution of his or her Benefit by
submitting a written deferral election to the Company on or before December 31, 2008;
provided, however, that: (i) such election will not apply to any amount otherwise payable in
calendar year 2008; and (ii) such election may not cause an amount to be paid in calendar year 2008
that would not otherwise be payable in calendar year 2008. After December 31, 2008, any election
made pursuant to this Section 4(a) may be changed or revoked only as provided in Section 4(b).



(b) After December 31, 2008. A Participant may change the time or form of
distribution of his or her Benefit by submitting a written deferral election to the Company;
provided, however, that (i) any such change to an existing election may not take effect until at
least 12 months after the date on which the election is submitted; (ii) the payment with respect to
which such election is made must be deferred (other than due to death) for a period of at least
five years from the date such payment would otherwise have been made (or, in the case of
installment payments treated as a single payment, five years from the date the first amount was
scheduled to be paid); and (iii) any election affecting a distribution at a specified time must be
made not less than 12 months before the date the amount is scheduled to be paid (or, in the case of
installment payments treated as a single payment, 12 months before the date the first amount was
scheduled to be paid).



5. Six-Month Distribution Delay. Notwithstanding anything in this Plan to the contrary, if
a Participant is a “specified employee” (within the meaning of Section 409A and as determined under
the Company’s policy for determining specified employees) and the Participant is entitled to
payment of a Benefit under this Plan upon a “separation from service” (within the meaning of
Section 409A) that is required to be delayed pursuant to Section 409A, then such payment shall not
be paid or provided (or begin to be paid or provided) until the first business day of the seventh
month following the date of the Participant’s separation from service (or, if earlier, the date of
the Participant’s death). The first payment that can be made to the Participant following such
postponement period shall include the cumulative amount of any payments that could not be
distributed during such postponement period due to the application of Section 409A.



6. Taxes. All distributions provided for hereunder shall be subject to applicable
withholding and other deductions as shall be required of the Company under any applicable local,
state or federal law.



7. Administration. This Plan shall be administered by the Company or its designee, which
shall have all powers necessary for the administration the Plan. Any determinations by the
administrator in carrying out its duties shall be made in its sole discretion. The administrator
shall have no liability to any Participant with respect to the administration of this Plan.



8. Claims Procedure. Any claim for benefits by a Participant under this Plan shall be
reviewed by the administrator using the same procedures described in any qualified retirement plan
maintained by the Company.


 


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9. Miscellaneous.



(a) The Company reserves the right to amend or terminate the Plan at any time, without the
consent of the Participants; provided, however, that no such amendment or termination shall reduce
a Participant’s right to payment of his or her Benefit without the Participant’s consent.



(b) This Plan represents nothing more than an unfunded, unsecured promise to pay money or
property in the future and no Participant shall have any greater claim to payment of a Benefit
under this Plan than an unsecured general creditor of the Company. Nothing herein shall be
construed as giving any Participant any right to specific property or assets of the Company. The
Company may establish one or more trusts for the purpose of paying Benefits under this Plan,
consistent with the foregoing.



(c) Each Participant may designate a beneficiary (or beneficiaries) to receive distributions
under the Plan in the event of the Participant’s death. If a Participant does not designate a
beneficiary, then such Participant’s beneficiary shall be his or her spouse and, if no spouse
exists, his or her estate.



(d) This Plan shall be governed by the laws of the State of Ohio, except to the extent that
Federal law is controlling.



(e) Headings in this Plan are for convenience only and shall not affect the meaning,
construction or interpretation of the Plan. As used herein unless the context requires otherwise,
words in the singular may be construed to be in the plural and words in any gender may be construed
to be in any other gender.



(f) This Plan is intended to comply with the requirements of Section 409A and, to the maximum
extent permitted by law, shall be interpreted, administered and operated consistent with this
intent. Nothing herein shall be construed as the entitlement to or the guarantee of any particular
tax treatment to a Participant. None of the Company, the administrator or any other person shall
have any liability in the event that this Plan fails to comply with the requirements of Section
409A.



IN WITNESS WHEREOF, the Company has caused this Plan to be executed by its duly authorized
officer as of the date set forth above.



	 	 	 	 	 	 	 	 	 
	 	 	A. SCHULMAN, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Paul F. DeSantis	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Its:
	 	Vice President, Chief Financial Officer and Treasurer	 	 







 


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