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 Employers management, and believe that
such continued employment is in the best interest of the Employer, the Company and the Companys
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. EMPLOYMENT; EMPLOYERS OBLIGATIONS
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 Employers Obligations. If the Employer ceases to be an Employer hereunder on a
certain date, the Employers obligations under this Agreement shall cease to accrue on such
3. DUTIES AND CONDITIONS OF EMPLOYMENT
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 Companys 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 Employees 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 Companys principal office.
4. TERM OF AGREEMENT; TERMINATION OF EMPLOYMENT; ESCROW DURING DISPUTE
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 Employees
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