Attached files
file | filename |
---|---|
10-Q - 10-Q - SCHULMAN A INC | c14930e10vq.htm |
EX-32 - EXHIBIT 32 - SCHULMAN A INC | c14930exv32.htm |
EX-10.5 - EXHIBIT 10.5 - SCHULMAN A INC | c14930exv10w5.htm |
EX-31.2 - EXHIBIT 31.2 - SCHULMAN A INC | c14930exv31w2.htm |
EX-31.1 - EXHIBIT 31.1 - SCHULMAN A INC | c14930exv31w1.htm |
EX-10.3 - EXHIBIT 10.3 - SCHULMAN A INC | c14930exv10w3.htm |
EX-10.6 - EXHIBIT 10.6 - SCHULMAN A INC | c14930exv10w6.htm |
EX-10.7 - EXHIBIT 10.7 - SCHULMAN A INC | c14930exv10w7.htm |
EX-10.4 - EXHIBIT 10.4 - SCHULMAN A INC | c14930exv10w4.htm |
EX-10.9 - EXHIBIT 10.9 - SCHULMAN A INC | c14930exv10w9.htm |
Exhibit 10.8
A. SCHULMAN, INC.
AMENDED AND RESTATED
2006 INCENTIVE PLAN
AMENDED AND RESTATED
2006 INCENTIVE PLAN
INSTRUCTIONS FOR COMPLETING 2011 PERFORMANCE UNIT
AWARD AGREEMENT (ROIC) FOR FOREIGN EMPLOYEES
AWARD AGREEMENT (ROIC) FOR FOREIGN EMPLOYEES
Code Sheet
The following codes are used in this Award Agreement and should be replaced using your computers
Replace function.
VTA Grantees name (all capital letters)
JANUARY 12, 2011 Grant Date (all capital letters)
January 12, 2011 Grant Date (initial capital letters only)
Rand
Torgler Person to contact for more information
(330) 668-7224 Contacts telephone number, including area code
March 21, 2011 Date that is 30 days after the Grant Date (initial capital letters only)
Vtf Maximum Number of Performance Units granted (insert only the number in Arabic
numerals)
3550
West Market Street Contacts street address
Akron OH 44333 Contacts city, state and zip code
A. SCHULMAN, INC.
AMENDED AND RESTATED
2006 INCENTIVE PLAN
AMENDED AND RESTATED
2006 INCENTIVE PLAN
2011 PERFORMANCE UNIT AWARD AGREEMENT (ROIC) GRANTED TO
VTA on JANUARY 12, 2011
VTA on JANUARY 12, 2011
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 Companys 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
Companys 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 Rand Torgler at (330) 668-7224 if you have any questions about your Award. |
Also, no later than March 21, 2011, you must return a signed copy of the Award Agreement to:
Rand Torgler
A. Schulman, Inc.
3550 West Market Street
Akron OH 44333
A. Schulman, Inc.
3550 West Market Street
Akron OH 44333
1. | Nature of Your Award. The terms and conditions affecting your Award are described in this
Award Agreement and the Plan, both of which you should read carefully. If the terms and
conditions are satisfied, your Performance Units will vest and be settled in Shares as
described in this Award Agreement. For purposes of this Award Agreement, each whole
Performance Unit represents the right to receive one full Share. |
a. | Grant Date: January 12, 2011. |
b. | Number of Performance Units: You have been granted Vtf Performance Units, subject to
the terms and conditions of this Award Agreement and the Plan. |
2. | When Your Award Will Vest. Your Performance Units will be settled or will be forfeited
depending on whether or not the terms and conditions described in this Award Agreement and in
the Plan are satisfied. |
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a. | Normal Vesting Date. Except as otherwise provided in this Award Agreement, your
Performance Units normally will vest on the third anniversary of the Grant Date (the
Normal Vesting Date) and between 0% and 100% of the number of your Performance Units may
actually vest. |
(i) | Performance Objectives. Performance Units will vest depending on the Companys
ROIC (as defined below), determined at the end of the Performance Period. The Companys
ROIC at the end of the Performance Period may be achieved at threshold, target or
maximum levels. The number of Performance Units that vest on the Normal Vesting Date
will be multiplied by the vesting percentage that corresponds to the level achievement
of the Companys ROIC, as set forth in the following table: |
Level of Performance | ||||||||||||
Threshold | Target | Maximum | ||||||||||
ROIC |
10.5 | 11 | 13 | |||||||||
Vesting Percentage |
25 | % | 50 | % | 100 | % |
No Performance Units will vest if the Companys ROIC at the end of the Performance
Period is less than the threshold level of achievement. No more than 100% of the
Performance Units will vest if the Companys ROIC at the end of the Performance
Period exceeds the maximum level of achievement. If the Companys ROIC is between
two percentages, the number of Performance Units that vest will be interpolated by
the Company. Notwithstanding the foregoing, any Performance Units that do not vest
as of the Normal Vesting Date shall be forfeited. |
(ii) | Definitions. As used in this Award Agreement: |
(A) | Performance Period is the 36 consecutive calendar month
period beginning on the November 30 closest to the Grant Date. |
(B) | The Company shall determine its ROIC for the four fiscal
quarters beginning each December 1 and ending November 30 during the
Performance Period, by dividing EBIT for such period by Average Invested
Capital for such period. |
(C) | The Companys EBIT for any relevant period is the Companys
earnings before interest and taxes based on the Companys unaudited financial
statements. |
(D) | The Companys Average Invested Capital for any relevant
period is the sum of the Companys beginning equity, short-term and long-term
debt for such period plus the Companys ending equity, short-term and long-term
debt for such period, divided by two. |
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b. | Change in Control. Notwithstanding the foregoing, your Award will immediately vest if
there is a Change in Control. |
3. | How Your Termination of Employment Will Affect Your Award: You may forfeit your Award if
you Terminate before the Normal Vesting Date, although this will depend on why you Terminate. |
a. | Termination Due to Death, Disability or Retirement. If you Terminate because of (i)
death, (ii) Disability or (iii) after qualifying for Retirement, if the Committee agrees to
treat your Termination as a Retirement, a prorated number of your Performance Units will
vest, but only if the performance criteria described in Section 2(a) are satisfied at the
Normal Vesting Date, equal to the product of: |
Number of Performance Units that would have vested if you had not Terminated before the Normal Vesting Date
|
x |
the number of whole months between the Grant Date and your Termination date 36 |
If the performance criteria set forth in Section 2(a) are not satisfied at the Normal
Vesting Date, all of your Performance Units will be forfeited. |
b. | Termination for Any Reason Other Than Due to Death, Disability or Retirement. If you
Terminate for any reason other than specified in Section 3(a), all of the Performance Units
will be forfeited. |
4. | Settling Your Award. If all applicable terms and conditions have been met, you will receive
the one whole Share in settlement for each vested Performance Unit. Your vested Performance
Units will be settled as soon as administratively feasible, but no later than 60 days, after
the Normal Vesting Date. Any fractional Performance Units will be settled in cash based on
the Fair Market Value of a Share on the settlement date. |
5. | Other Rules Affecting Your Award |
a. | Rights During the Performance Period: |
(i) | Voting Rights. During the Performance Period, you will have no voting rights
with respect to the Performance Units. |
(ii) | Dividend Equivalent Rights. You shall be granted dividend equivalent rights
entitling you to a payment equal to the amount of any cash dividends that are declared
and paid during the Performance Period with respect to one-half of your Performance
Units (the Target Award), subject to the terms and conditions of the Plan and this
Award Agreement. Your dividend equivalent rights shall be subject to the same terms
and conditions as the related Performance Units and shall vest and be settled in cash
if, when and to the extent the related Performance Units vest and are settled. In the
event a Performance Units is forfeited under this Award Agreement, the related dividend
equivalent rights will also be forfeited.
|
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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 Rand Torgler
at (330) 668-7224 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, your estate. |
c. | Tax Withholding: Applicable withholding taxes must be withheld with respect to your
Award. These taxes may be paid in one (or a combination) of several ways. They are: (i) by
the Company withholding this amount from other amounts owed to you (e.g., from your
salary); (ii) by the Company withholding all or a portion of any cash amount owed to you
with respect to your vested dividend equivalent rights that are to be distributed to you;
(iii) by giving the Company a check (payable to A. Schulman, Inc.) in an amount equal to
the taxes that must be withheld; or (iv) by having the Company withhold a portion of the
Shares that otherwise would be distributed to you upon settlement of the Performance Units.
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 Performance Units are settled, 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 Normal Vesting Date, the Company will
withhold either through payroll practices or a portion of the Shares that otherwise would be
distributed to you upon settlement of the Performance Units. 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 Award: 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 Performance Units to certain Permissible
Transferees, including a trust established for your benefit or the benefit of your family.
Contact Rand Torgler at the address or number given below if you are interested in doing
this.
|
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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 a Related Entity 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 Award: Subject to the terms of the Plan, your Award will be
adjusted, if appropriate, to reflect any change to the Companys capital structure (e.g.,
the number of your Performance Units will be adjusted to reflect a stock split, a stock
dividend, recapitalization, including an extraordinary dividend, merger consolidation
combination, spin-off, distribution of assets to stockholders, exchange of Shares or other
similar corporate change affecting Shares). |
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 Rand Torgler 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 Rand Torgler at the address given
below no later than March 21, 2011.
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; |
| 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 March 21,
2011.
|
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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 March 21,
2011:
Rand Torgler
A. Schulman, Inc.
3550 West Market Street
Akron OH 44333
(330) 668-7224
A. Schulman, Inc.
3550 West Market Street
Akron OH 44333
(330) 668-7224
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