Employment Agreement (2008)Full Document 

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          THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of the 28th day of May, 2003, by and between A. SCHULMAN, INC., a Delaware corporation (the “Company”), A. Schulman Inc. Limited, a corporation organized under the laws of the United Kingdom and a wholly-owned subsidiary of the Company (the “Employer”), and JACK B. TAYLOR (the “Employee”).
          WHEREAS, the Employer and the Board of Directors of the Company desire to provide for the continued employment of the Employee as a member of the Employer’s management, and believe that such continued employment is in the best interest of the Employer, the Company and the Company’s stockholders. The Employee is willing to commit himself continue to serve the Employer, on the terms and conditions herein provided;
          NOW, THEREFORE, in consideration of the foregoing and the mutual covenants herein contained, the parties hereto agree as follows:
          1. DEFINED TERMS
          The definitions of capitalized terms used in this Agreement (unless stated where first used) are provided in the last Section hereof.
          2.1 Employment. The Employer hereby continues to employ the Employee as General Manager-Europe for the Employer, and the Employee hereby accepts such continued employment upon the terms and conditions herein contained.
          2.2 Employer’s Obligations. If the Employer ceases to be an Employer hereunder on a certain date, the Employer’s obligations under this Agreement shall cease to accrue on such date.
          3.1 Duties. The Employee shall devote his entire business time, attention and energies to the Employer and shall not engage in any conduct which shall reflect adversely upon the Employer. The Employee shall perform such duties for the Employer as may be assigned to one in his employment status and capacity by the Chief Executive Officer of the Company or the Board. The Employee shall serve diligently and to the best of his ability.
          During his employment by the Employer, the Employee shall not, without the Company’s prior written consent, be engaged in any other business activity, whether or not such business activity is pursued for gain, profit or other pecuniary advantage, except that notwithstanding the foregoing, he may invest his personal funds for his own account; provided that such investment shall be passive and not controlling in any such investment and subject to the provisions of Section 13.2 hereof and provided further that he will not be required to provide any substantial services on behalf of such enterprise. Notwithstanding the foregoing, the



Employee may serve on the Boards of Directors of other corporations during the Term as long as such service does not interfere with the performance of his duties hereunder.
          3.2 Conditions. The Employee shall be provided with suitable office space, furnishings, secretarial and administrative assistance. Without the Employee’s consent, the Employee shall not be required to report principally to an office located more than five hundred (500) miles from his principal office at the date of this Agreement, except to the extent the Employee may be required to report to the Company’s principal office.
          4.1 Term of Agreement. The Employer hereby employs the Employee for a Term commencing as of the date hereof and ending May 28, 2006. At the end of June 2003 and at the end of each calendar month thereafter up to and including the end of the calendar month in which Employee’s 62nd birthday occurs, this Agreement shall automatically be extended for one (1) month unless either party shall give notice to the other of non-extension prior to the end of such calendar month; provided, however, if a Change in Control shall have occurred during the Term of this Agreement, Sections 7 and 8 and 10 through 21 of this Agreement shall continue in effect until at

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