Exhibit 10.4



 





Exhibit 10.4




A. Schulman, Inc. 2002 Equity Incentive Plan

Restricted Stock Award Agreement



Congratulations on your selection as a Participant in the A. Schulman, Inc.
2002 Equity Incentive Plan (the “Plan”). This Award Agreement is between you,
as the undersigned Participant in the Plan, and A. Schulman, Inc., a Delaware
corporation (the “Company”). This Award Agreement and the Plan together govern
your rights under the Plan and set forth all of the conditions and limitations
affecting such rights. A copy of the Plan is attached to this Award Agreement.




Capitalized terms used in this Award Agreement shall have the meanings ascribed
to them in the Plan or in this Award Agreement. If there is any inconsistency
between the terms of this Award Agreement and the terms of the Plan, the Plan’s
terms shall supersede and replace the conflicting terms of this Award
Agreement.




Overview of Your Restricted Stock





	1.	 	Number of Shares Granted:                                       






	2.	 	Date of Grant:                                                                              (“Date of
Grant”).






	3.	 	Vesting Period: The Restricted Stock shall vest in accordance with the
following schedule:






	 	(a)	 	One hundred percent (100%) of the Restricted Stock will vest on the
fourth (4th) anniversary of the Date of Grant provided you have
continued as a Director of the Company through such date (this time
period is referred to herein as the “Vesting Period”).
	 
	 	(b)	 	All restrictions shall lapse and the Restricted Stock shall become
one hundred percent (100%) vested upon your termination as a Director
due to death or Disability, provided you have continued as a Director
of the Company through such event.
	 
	 	(c)	 	If you retire as a Director on or after attaining the age of
sixty-five (65), upon your termination as a Director due to such
retirement the Restricted Stock will vest on a prorated basis, with the
prorated amount determined by taking the number of Shares of Restricted
Stock granted to you multiplied by a fraction, the numerator of which
is the number of completed months that have elapsed since the Date of
Grant through your effective date of retirement, and the denominator of
which is forty-eight (48). Any remaining Shares of Restricted Stock
that have not vested in accordance with the preceding sentence shall be
forfeited to the Company in accordance with Paragraph 4 of this Award
Agreement.






	4.	 	Termination as a Director: In the event that your service as a Director
is terminated for any reason other than those reasons set forth in Paragraph
3(b), all of the unvested Shares of Restricted Stock you hold at the time
your service as a Director terminates shall be forfeited to the Company
without payment by the Company of any consideration for the Restricted
Stock. If any Restricted Stock is forfeited, you hereby authorize the
Company to cancel the Restricted





[Director Form]




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	 	 	Stock and any certificates therefore and irrevocably appoint the Company as
your attorney-in-fact for this purpose.






	5.	 	Removal of Restrictions: Certificates representing the Restricted Shares
issued in accordance with Paragraph 6 of this Award Agreement will be held
by the Company until the Vesting Period has lapsed or terminated pursuant
to this Paragraph 5 of this Award Agreement. Except as may otherwise be
provided herein and in the Plan, the Restricted Stock awarded pursuant to
this Award Agreement shall become freely transferable upon the vesting of
such Restricted Stock in accordance with Paragraph 3 (and as applicable,
the lapse of restrictions as set forth in Paragraph 7) of this Award
Agreement, subject to any restrictions on your ability to sell, pledge or
otherwise transfer such Shares under applicable federal, state and local,
domestic or foreign, securities laws. Once the Restricted Stock is no
longer subject to any vesting restrictions, at your request, a stock
certificate will be delivered to you. Certificates delivered to you
evidencing such Shares may bear a legend to the effect that they may only
be sold, pledged or otherwise transferred in accordance with applicable
federal, state and local, domestic or foreign, securities laws. You agree
to sell or transfer such Shares only in accordance with applicable laws.






	6.	 	Voting Rights and Dividends: The Company will issue Shares of Restricted
Stock registered in your name upon your acceptance of this Award Agreement
as contemplated below and receipt by the Company of a stock power for the
Restricted Stock duly executed in blank in the form attached hereto as
Exhibit A. Thereafter, during the Vesting Period, you shall have all of
the rights of a stockholder of the Company with respect to the Restricted
Shares, including the ability to exercise full voting rights. In
addition, you shall be credited for all dividends and other distributions
paid with respect to the Shares of Restricted Stock. If any such dividends
or distributions are paid in Shares, the Shares shall be subject to the
same restrictions on transferability as are the Shares of Restricted Stock
with respect to which they were paid. In respect of all Restricted Stock
granted to you under this Award Agreement, the Company will pay to you in
cash (or issue to you in the case of distributions paid in Shares), within
thirty (30) days after the vesting of such Restricted Stock in accordance
with Paragraph 3 (and as applicable, the lapse of restrictions as set
forth in Paragraph 7) of this Award Agreement, an amount equal to all such
dividends and distributions declared since the Date of Grant of each
vested Share of Restricted Stock. No payment of any consideration shall
be made to you in respect of dividends and/or distributions credited with
respect to any of your Restricted Stock that has been forfeited under this
Agreement.






	7.	 	Change in Control: In the event of a Change in Control, all restrictions
on the transferability of outstanding unvested Shares of Restricted Stock
set forth in this Award Agreement (including those received pursuant to
Paragraph 6 of this Award Agreement) shall immediately lapse, and
thereafter such Shares shall be freely transferable, subject to applicable
federal, state and local, domestic or foreign, securities laws.






	8.	 	Nontransferability: During the Vesting Period or until the earlier lapse
of restrictions as set forth in Paragraph 3 or 7 of this Award Agreement,
Restricted Stock awarded pursuant to this Award Agreement may not be sold,
transferred, pledged, assigned, or otherwise alienated or hypothecated
(“Transfer”), other than by will or by the laws of descent and
distribution, except as provided in the Plan. If any Transfer, whether
voluntary or involuntary, of Restricted Stock is made, or if any
attachment, execution, garnishment, or lien shall be issued against or
placed upon




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	    	  	the Restricted Stock, your right to such Restricted Stock shall be
immediately forfeited to the Company, and this Award Agreement shall lapse.






	  9.	 	Requirements of Law: The granting of Restricted Stock under the Plan
shall be subject to all applicable laws, rules, and regulations, and to
such approvals by any governmental agencies, national securities exchanges
or automated quotation systems as may be required. You will take all
steps necessary to comply with all applicable federal and state securities
laws in exercising your rights under this Award Agreement.






	10.	 	Administration: This Award Agreement and your rights hereunder are
subject to all the terms and conditions of the Plan, as the same may be
amended from time to time, as well as to such rules and regulations as the
Committee may adopt for administration of the Plan. It is expressly
understood that the Committee is authorized to administer, construe, and
make all determinations necessary or appropriate to the administration of
the Plan and this Award Agreement, all of which shall be binding upon you,
the Participant.






	11.	 	Amendment to the Plan: Subject to certain limitations, the Committee may
terminate, amend, or modify the Plan; provided, however, that no such
termination, amendment, or modification of the Plan may in any way
adversely affect your rights under this Award Agreement, without your
written approval.






	12.	 	Successor: All obligations of the Company under the Plan and this Award
Agreement, with respect to the Restricted Stock, shall be binding on any
successor to the Company, whether the existence of such successor is the
result of a direct or indirect purchase, merger, consolidation, or
otherwise, of all or substantially all of the business and/or assets of
the Company. In the event such successor does not agree to be bound by
this Award Agreement, the Restricted Stock granted hereunder shall
immediately vest and all restrictions shall lapse.






	13.	 	Applicable Laws and Consent to Jurisdiction: The validity, construction,
interpretation, and enforceability of this Award Agreement shall be
determined and governed by the laws of the State of Ohio without giving
effect to the principles of conflicts of law. For the purpose of
litigating any dispute that arises under this Award Agreement, the parties
hereby consent to exclusive jurisdiction and agree that such litigation
shall be conducted in the federal or state courts of the State of Ohio.






	14.	 	Severability: The provisions of this Award Agreement are severable and
if any one or more provisions are determined to be illegal or otherwise
unenforceable, in whole or in part, the remaining provisions shall
nevertheless be binding and enforceable.






	15.	 	Additional Information: Please refer any questions you may have
regarding your Award to Marilyn Shriner at the Company’s executive
offices, 3550 West Market Street, Akron, Ohio 44333, or such other
administrator as designated from time to time by the Company.




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	16.	 	Acknowledgement: By executing this Award Agreement below,
you will be agreeing to participate in the Plan and abide
by all of the governing terms and provisions of the Plan
and this Award Agreement. By agreeing to participate, you
acknowledge that you have reviewed the Plan and this Award
Agreement, and fully understand all of your rights under
the Plan and this Award Agreement, and the Company’s
remedies if you violate the terms of this Award Agreement,
as well as, all of the terms and conditions that may limit
your eligibility to retain and receive the Restricted
Stock and/or Shares issued pursuant to the Plan and this
Award Agreement.





	 	 	 
	 
                                     , 20  

	 	A. SCHULMAN, INC.
	 
	 	 
	

	 	By: 


	 
	 	 
	

	 	Its: 









Acknowledged and Agreed to
this             , day of
                               , 20      






	 	 	 
	 

	 	

	

	 	PARTICIPANT






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Exhibit A




Stock Power




 









 








STOCK POWER




FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
                                                                                                                                                                                              
(_______________________) Shares of the Common Stock of A. Schulman, Inc.
standing in
my name on the books of said Corporation represented by Certificate(s)
No(s).                                      
herewith, and do hereby irrevocably constitute and appoint                                                                                                                                     
attorney to transfer the said stock on the books of said Corporation with
full power of substitution in the premises, hereby ratifying and confirming all
that the undersigned’s said attorney shall lawfully do by virtue hereof.




Dated