EX-10.4 Restricted Stock Award Agreement (Director Form)

EX-10.4 5 l10006aexv10w4.htm EX-10.4 RESTRICTED STOCK AWARD AGREEMENT (DIRECTOR FORM) 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

Number of Shares Granted:

Date of Grant: (“Date of Grant”).

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 (4^th) 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.

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]

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

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.

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.

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.

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

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

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.

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

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