Form 8-K SCHULMAN A INC For: Aug 19

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August 19, 2016 5:02 PM EDT

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) August 19, 2016



A. SCHULMAN, INC.

(Exact name of registrant as specified in its charter)



Delaware	0-7459	34-0514850
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)



3637 Ridgewood Road, Fairlawn, Ohio			44333
(Address of principal executive offices)			(Zip Code)



(330) 666-3751

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On August 19, 2016, A. Schulman, Inc. (the “Company”) issued a press release announcing the appointment of Andrean R. Horton to executive vice president and chief legal officer, effective September 1, 2016. Horton, 42, succeeds David C. Minc, who will retire from A. Schulman at the end of fiscal 2016 in August. The plan calls for Minc to serve as an attorney and consultant to the Company in connection with the Lucent litigation and other matters.

Horton is currently Vice President, Secretary and Assistant General Counsel, responsible for global legal operations, and she joined A. Schulman in 2010 as its Senior Corporate Counsel, Americas, responsible for the United States, Canada and Latin America. In her roles with A. Schulman, she has provided counsel on a wide range of legal issues, including intellectual property, real estate, contracts, labor and employment, compliance and litigation. Prior to joining A. Schulman, Horton was General Counsel and Corporate Secretary of The Bartech Group, Inc., and held various legal roles at YRC Worldwide Inc. She received a juris doctor degree from Case Western Reserve University School of Law and a bachelor’s degree in political science from the University of Michigan. She is a member of the Association of Corporate Counsel, the State Bar of Ohio and the State Bar of Michigan.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.



(d)	Exhibits.



Exhibit Number	Description

10.1	Severance Agreement and General Release *
10.2	Consulting Project Agreement *
99.1	Press Release, dated August 19, 2016

*Certain immaterial schedules and exhibits to this exhibit have been omitted pursuant to the provisions of Regulation S-K, Item 601(b)(2). A copy of any of the omitted schedules and exhibits will be furnished to the Commission upon request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

A. Schulman, Inc.

By: /s/ Joseph J. Levanduski

Joseph J. Levanduski

Executive Vice President & Chief Financial Officer

Date: August 19, 2016

Exhibit 10.1

SEVERANCE AGREEMENT AND GENERAL RELEASE

This Severance Agreement and General Release ("Agreement") by and between A. Schulman, Inc., a Delaware corporation, its affiliates, parents, successors, predecessors, and subsidiaries (hereinafter collectively referred to as "Company"), and David C. Minc, an employee of Company, (hereinafter referred to as "Employee"), is executed this 18^th day of August, 2016.

In consideration of the mutual promises set forth herein, Employee and the Company agree as follows:


1.	The employment relationship between the Parties (the “Employment Relationship”) shall be terminated effective upon Employee’s retirement on August 31, 2016.


2.	Employee’s last day of employment with the Company is August 31, 2016 (the “Separation Date”).


3.	The Company will:


a.	Pay Employee a lump sum payment in the amount of Five Hundred Eighty Four Thousand Five Hundred Forty One Dollars ($584,541), less all withholding deductions for applicable federal, state and local income and employment taxes and any applicable court authorized support withholdings. Payment will be made on the Company’s next regular payday following the Effective Date.

Pay Employee a lump sum payment in the amount of Nine Thousand One Hundred Seventy-Seven Dollars ($9,177), less all withholding deductions for applicable federal, state and local income and employment taxes and any applicable court authorized support withholdings, to assist Employee with the cost of seven months of continuation coverage of Employee’s medical benefits pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”). Payment will be made on the Company’s next regular payday following the Effective Date.

The consideration set forth in subparagraphs (a) through (b) above shall be collectively referred to in this Agreement as the “Severance Payment.”

Employee acknowledges that Employee is not entitled to any compensation, bonus, commission, employee pension or welfare benefit, any other fringe benefit, or any other thing of value from the Company other than (i) as expressly set forth in paragraph 3 herein, and (ii) as expressly provided in, and subject to the express terms and conditions of, the long-term equity award agreements granted on January 13, 2014, January 9, 2015, and January 13, 2016. Specifically, Employee acknowledges and agrees that he is not entitled to any partial or prorated bonus payment for fiscal year 2016.

Employee acknowledges that Employee is receiving the consideration set forth in Paragraph 3 solely in exchange for the promises set forth in this Agreement. Employee further affirms that at the time of the execution of this Agreement, Employee is unaware of any violation of state and/or federal laws and regulations, including without limitation, safety violations, wage and hour violations, environmental protection violations or any acts of discrimination, harassment or retaliation by the Company or its agents in violation of federal, state or local law.


6.	Employee’s health insurance will continue through August 31, 2016. Thereafter, Employee shall have all rights available to Employee under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”). Employee will receive notification from the Company regarding

continuing Employee’s health insurance under COBRA. In the event that Employee elects health insurance continuation under COBRA, notification will be provided to Employee concerning Employee’s payments for the COBRA coverage.

Employee acknowledges and agrees that the termination of the Employment Relationship is a termination within the meaning of Section 3.1 of the Parties’ Change In Control Agreement, and is not the result of a Change In Control. In accordance with Section 3.1, Employee agrees that he is not entitled to any payments or benefits under the Parties’ Change In Control Agreement. However, Employee understands and acknowledges that he remains obligated to comply with the covenants set forth in Section 5.1 (Confidential Information) of the Change in Control Agreement, which covenants apply without regard to the time or circumstances of the termination of the Employment Relationship.

Employee understands that Employee is obligated to, if Employee has not already, return to the Company all property belonging to the Company, including but not limited to keycards, documents, files, records, computer access codes, computer software, business plans, and instruction manuals, as well as any other property which Employee has prepared or helped to prepare in conjunction with Employee's employment with the Company.

Employee and Company, each specifically covenant and agree not to directly or indirectly make or cause to be made to anyone any statement, orally or in writing, criticizing or disparaging the other party or, in the case of the Company, its officers, directors, or employees with respect to Employee’s employment with the Company. Employee specifically covenants and agrees not to directly or indirectly make or cause to be made to anyone any statement, orally or in writing, criticizing or disparaging the Company, its officers, directors, or employees, or commenting in a negative fashion on the operations or business reputation of the Company. Company specifically covenants and agrees not to directly or indirectly make or cause to be made to anyone any statement, orally or in writing, criticizing or disparaging the Employee’s performance or professionalism or commenting in a negative fashion on the reputation of the Employee.

10.

In consideration of the Severance Payment set forth in Paragraph 3 above, Employee agrees to release the Company, any related organizations, and the past and present employees, officers, agents and shareholders of any of them, hereinafter referred to collectively as "Releasees," from all claims or demands Employee may have based on Employee's employment with the Company or the Releasees, or the termination of the Employment Relationship including, without limitation, any claims for compensation and wages, including overtime and vacation, or benefits except for those provided under Paragraph 3 of this Agreement. This General Release includes, but is not limited to, actions arising under the Age Discrimination in Employment Act of 1967 and the Older Workers Benefit Protection Act of 1990, 29 U.S.C. §621, et seq., which prohibits age discrimination in employment; Title VII of the Civil Rights Act of 1964, 42 U.S.C. §2000(e), et seq., which prohibits discrimination in employment based on race, color, national origin, religion, ancestry or sex; the Americans with Disabilities Act, 42 U.S.C. §12101, et seq., which prohibits discrimination against the disabled; the Employee Retirement Income Security Act, 29 U.S.C. §1000, et seq.; the Worker Adjustment and Retraining Notification Act (WARN), 29 U.S.C. §2101, et seq., as amended; Ohio Revised Code Section 4112.01, et seq.; the statutory and common law of Ohio, or any other federal, state or local human rights, civil rights, or other laws, rules and/or regulations, executive orders, public policy, contract or tort laws, or any claim arising under the common law, or any other action against Releasees based upon any act, omission, transaction, conduct or occurrence up to and including the date of the execution of this Agreement and General Release. It also includes, without limitation, any claims

for compensation, wages or benefits except for those provided herein. Employee understands that neither this provision nor any other provision in this Agreement precludes Employee’s filing a charge with or participating in any proceedings before the Equal Employment Opportunity Commission or any counterpart state agency. Employee acknowledges, however, that Employee may not recover any monetary damages or other benefits as a result of or in connection with any such charges or proceedings.

11.

Employee understands that by signing this Agreement, Employee specifically waives any rights, claims and causes of action Employee may have for discrimination under any and all federal, state and local laws, including the Age Discrimination in Employment Act of 1967. Pursuant to the terms of the Older Workers Benefit Protection Act and the Age Discrimination in Employment Act of 1967, 29 U.S.C. §626, Employee acknowledges that Employee has been advised in writing, through this Agreement, to consult with an attorney prior to executing this Agreement, and that Employee was given a period of at least forty-five (45) days within which to consider signing this Agreement. Employee may waive the forty-five (45) day period by delivering a signed, written waiver (Exhibit “A”) prior to the expiration of the forty-five (45) day consideration period to Executive Vice President, Global Human Resources, 3637 Ridgewood Road, Fairlawn, Ohio 44333.

12.

Employee understands that Employee may revoke this Agreement and General Release at any time during a period of seven (7) days following the day Employee executes this Agreement and General Release. Any revocation within this period must be submitted, in writing, to Executive Vice President, Global Human Resources, 3637 Ridgewood Road, Fairlawn, Ohio 44333. Notice of revocation must be received before the seven (7) day revocation period expires. Such notice may be delivered in person, by mail, or by facsimile. This Agreement and General Release shall not become effective or enforceable until the seven (7) day revocation period has expired (“Effective Date”). If Employee revokes this Agreement, Employee will not be entitled to receive the monetary sums and benefits delineated in Paragraph 3 above. This Agreement and General Release is part of A. Schulman, Inc.’s restructuring program. This restructuring program affects certain Executive Officers of A. Schulman, Inc.’s operations (the “Decisional Unit”). The location, job title and age of each employee in the Decisional Unit selected for termination and inclusion in this program, The location, job title and age of those employees in the Decisional Unit who were not selected for termination and inclusion in the program, are contained in Exhibit B attached to this Agreement.

13.

Employee represents that Employee has not and will not commence, maintain, or file any lawsuits against Releasees with any local, state or federal court. Employee further represents that if Employee does file such a lawsuit, Employee will not oppose any motion to dismiss filed by Releasees based upon the release. The Parties entered into this Agreement to fully and finally resolve any and all issues relating to Employee’s employment and termination of the Employment Relationship. Employee agrees that the covenant not to sue contained in this Agreement and General Release shall not operate to preclude any action challenging the enforceability of this release as to claims asserted under 29 U.S.C. Section 621, et seq.

14.

If Employee breaks Employee’s promise in Paragraph 13 of this Agreement and files a lawsuit based on legal claims that Employee has released, Employee will pay for all costs incurred by Releasees, including reasonable attorneys' fees, in defending against the Employee's claim. Further, if Employee is in material breach of any of the provisions of this Agreement, in addition to any other damages that the Company may have against Employee for breach of this Agreement, Employee will be required to repay all payments received hereunder to the Company within ten (10) days of Employee's breach hereof.


15.	Employee also waives, releases and forgoes any claimed right or opportunity to seek reemployment, reinstatement, or new employment with the Company, at any location, now or in the future and Employee shall not apply for nor seek in any way to be reinstated, re-employed or hired by the Company in the future.


16.	The terms of this Agreement shall remain confidential, and Employee will not publish or publicize the terms of this Agreement in any manner or with any person not a party to this Agreement. Employee will not discuss or reveal the terms of this Agreement to any persons other than immediate family, legal counsel, and/or financial advisers.

17.

The Parties agree and acknowledge that this Agreement is not and shall not be construed as an admission of any violation of any federal, state or local statute or regulation, or of any duty owed to one party by the other, except as contemplated by this Agreement, and that the Company has entered into this Agreement solely for the purpose of providing a mutually agreeable conclusion of Employee's Employment Relationship with the Company.


18.	This Agreement shall be governed and interpreted in all respects by the laws of the State of Ohio.

19.

In the event of any differences of opinions or disputes between Employee and the Company with respect to the construction or interpretation of this Agreement or the alleged breach thereof, which cannot be settled amicably, such disputes shall be submitted to and determined by arbitration before a single arbitrator in the City of Akron, Ohio, in accordance with the rules of the American Arbitration Association, and judgment upon the award shall be final, binding and conclusive upon the Parties and may be entered in the highest court, state or federal, having jurisdiction.


20.	The provisions of this Agreement are severable, meaning if any provision of this Agreement is adjudicated invalid or unenforceable, the remaining provisions will remain valid and enforceable.

21.

Employee agrees that this Agreement embodies the entire agreement between the Company and Employee, that this Agreement cannot be modified except by a written agreement, and that the Company has made no other representations except those set forth in this Agreement to induce Employee to agree to the Agreement. Employee acknowledges that Employee has carefully read this Agreement, is fully familiar with its contents and understands its provisions. Employee signs this Agreement with an understanding of its significance, and intending to be bound by its terms. Employee agrees that this Agreement is written in a manner such that Employee understands it and has been signed knowingly and voluntarily.

Upon execution, please return the signed Agreement to: Executive Vice President, Global Human Resources, 3637 Ridgewood Road, Fairlawn, Ohio 44333.

PLEASE READ THIS DOCUMENT CAREFULLY. IT IS A LEGAL DOCUMENT. IT INCLUDES AN AGREEMENT BY EMPLOYEE TO GIVE UP ALL KNOWN AND UNKNOWN CLAIMS AGAINST A. SCHULMAN, INC., ITS SUCCESSORS, SUBSIDIARIES AND AFFILIATES AND ALL DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS OF SUCH ENTITIES.



DAVID C. MINC /s/ David C. Minc________________ Signature August 18, 2016__________________ Date	A. SCHULMAN, INC. /s/ Andreas Guenther_______________ Andreas Guenther_________________ Name EVP and Chief Human Resources Officer Title August 18, 2016______________________ Date

Exhibit 10.2

CONSULTING PROJECT AGREEMENT

This Consulting Project Agreement (“Project Agreement”), effective September 1, 2016, is made by and between A. Schulman, Inc. (“Company”) and David C. Minc (“Consultant”) (Company and Consultant are referred to herein individually as a “Party” and collectively as the “Parties”). WHEREAS, Consultant was the Company’s EVP & CLO and possesses specialized expertise, professional knowledge and experience regarding the Company;

WHEREAS, Company wishes to retain Consultant to assist Company as an attorney in connection with certain litigation and other projects; and

WHEREAS, Consultant is willing and desires to perform such services for Company under the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual promises and agreements set forth herein, the parties hereby agree as follows:

1.Consulting Services.

1.Consultant’s employment with the Company terminated effective August 31 , 2016.

2.Consultant will make himself available to Company to provide consulting services as an attorney (the “Services”) in connection with certain litigation matters and other specific projects as identified from time to time by the Company’s CEO and CLO and accepted by the Consultant (the “Projects”). A list of the Projects will be maintained on Exhibit A, List of Projects, attached hereto initially and updated by the parties from time to time.

2.Compensation. As compensation for the Services during the Term (as herein defined), Company shall pay Consultant a monthly retainer of Twenty Thousand Dollars ($20,000.00), subject to the terms, conditions, and manner and time of payment as set forth in Exhibit B attached hereto. Consultant shall use Consultant’s commercially reasonable efforts to perform all Services on behalf of Company in a timely, competent, diligent, professional manner to the best of Consultant’s ability.

3.Expenses. Consultant will be entitled to reimbursement for reasonable travel expenses incurred at the request of Company and for other incidental, reasonable and verifiable out-of-pocket expenses (such as long distance telephone, mailing expenses and special office supplies, but not including any overhead or ordinary office expenses) incurred by Consultant in and necessary for the performance of Consultant’s Services, subject to the terms, conditions, and manner and time of payment as set forth in Exhibit B.

4.Laptop & Phone. Company will make fully available to Consultant use of Company issue laptop, mobile phone and access to Company email systems for the full term of the Project Agreement, provided that Consultant will not have access to Company share drives or internal data systems.

5.Records and Reports. Consultant will make fully available to Company all information relating to the Services performed under this Project Agreement and Consultant shall provide Company with such oral or written reports thereon as Company may reasonably request from time to time. All documents or materials of any kind and in whatever form stored, whether written, electronic, optical, magnetic, photographic, audio, audiovisual, digital or other form, prepared by Consultant in performing Services under this Project Agreement and all proprietary rights therein shall be the exclusive property of Company, and the same shall be turned over to Company immediately upon the expiration or termination of this Project Agreement without Consultant’s retention of any copies thereof.

6.Confidentiality. The term “Confidential Information” may include by way of example but without limitation, trade secrets under applicable law, non-public financial information, internal projections, forecasts, budgets and financial plans, marketing and advertising strategies, plans and budgets and planned product or service offerings, release and announcement dates, valuations of intangible and tangible assets, research and development objectives, product ideas and developments, data, designs, sketches, photographs, drawings, report formulae, test methods, product compositions, know-how (experience), product and/or manufacturing specifications, product or component samples, customer, vendor, licensor relationships, manufacturing services, modifications and design of hardware and other equipment, marketing studies concerning competitors and their products and services, product studies, findings, inventions, and marketing ideas.

1.Exceptions to Confidential Information. Confidential Information shall not include information, materials or documents that: (a) are or become generally available to the public other than as a result of disclosure by Consultant in violation of this or another obligation of confidentiality, (b) become available from a third-party entitled to disclose such information, materials or documents; (c) were known to Consultant before disclosure by Company, as evidenced by corroborated written records, or (d) Consultant can show by corroborated written records was developed by Consultant independently of and without reference to the Confidential Information received from the Company. Confidential Information shall not be deemed to be public within this Section 6.1 merely because such information is embraced by more general information in the public domain or in Consultant’s possession or by a single disclosure containing part but not all of the information.

2.Treatment of Confidential Information. Consultant will keep in strict confidence, will exercise best efforts to assure safekeeping, and will not, at any time during the Term of this Project Agreement or thereafter, except as pre-approved in writing by an authorized officer of Company, directly or indirectly, disclose, furnish, disseminate, distribute, make available, use, copy, duplicate, transfer or remove any: (a) Confidential Information of Company and its subsidiaries, parent(s) or other affiliate(s), or (b) Confidential Information of their customers, vendors, licensors, licensees or suppliers or other information that has not been the subject of public disclosure or which Company is obligated to keep confidential. Disclosure of Confidential Information as required by law or court order to any state, local or federal government or agency thereof shall not be deemed a breach of the Project Agreement, provided that Consultant uses reasonable efforts to minimize the disclosure and consults with and assists Company in obtaining a protective order for the Confidential Information.

3.Reporting of Unauthorized Use. Consultant shall promptly notify Company in writing of any facts which may come to Consultant’s attention indicating or suggesting that any unauthorized person may have become aware of or obtained or may be using any portion of Confidential Information or is or may be soliciting or attempting to acquire any portions of Confidential Information without authorization from Company to do so.

4.Return of Property. Within ten (10) days after termination of this Project Agreement or at any other time upon request of Company, Consultant shall deliver to Company all Documentation (as defined in Section 8 below), Confidential Information, records and reports under Section 5 and property, information, data or other materials of Company either developed by or supplied to Consultant under this Project Agreement or through his prior employment with the Company, including the originals and all copies thereof in whatever and all forms stored, except this Project Agreement and those materials made generally available to the public by Company without restriction. Consultant shall certify in writing when all such materials have been delivered to Company. In the event that Consultant does not deliver any of such materials, Company shall have the right to charge Consultant for all reasonable damages, costs, attorneys' fees and other expenses incurred in searching for, taking, removing and/or recovering such property.

7.Disclosure of Inventions. Consultant shall disclose fully and promptly to Company in writing any and all discoveries, inventions and know how, whether or not patentable and whether or not reduced to practice, including any and all test data, findings, designs, machines, devices, apparatus, compositions, manufacturing methods or processes, software and/or any improvements of the foregoing, made, conceived, discovered or developed by Consultant, whether alone or in conjunction with others, which arise in any way from, during or as a result of the performance of Consultant’s Services to Company under this or any other Project Agreement, or which are derived from, are based upon or utilize in any way any information data, materials or products belonging to Company, whether during or after the termination of this Project Agreement (hereinafter all the foregoing discoveries, inventions and know how being collectively referred to as the “Covered Inventions”).

8.Ownership of Inventions and Documentation. All Covered Inventions and any and all trademarks, service marks, trade dress or the like relating thereto and documentation or other tangible media, in whatever form stored, generated pursuant to this Project Agreement (collectively, "Documentation") shall be owned solely and exclusively by Company. Consultant agrees that, to the maximum extent permitted by law, any and all Documentation, including, without limitation, the records and reports of Section 5, are “works made for hire” under the United States Copyright Act (17 U.S.C. § 101 et seq.) for which Company shall be deemed the author. Consultant agrees, without further compensation, to assign to Company, or to Company’s designee, Consultant’s entire right, title and interest in and to all Covered Inventions and Documentation to the extent that any person, entity, or judicial or administrative body challenges any Documentation as a work made for hire authored by Company. Consultant further agrees, upon Company’s request, to execute any and all patent, trademark registration and copyright registration applications, powers of attorney, affidavits, assignments and/or other documents reasonably deemed necessary or desirable by Company to acknowledge, confirm, perfect, secure or support the conveyance of title in any of the Covered Inventions or

Documentation to Company as contemplated hereby, or to record the same in any country of the world, or to apply for or secure patent, trademark or copyright protection in any country of the world, or to claim priority therefor, or to enforce the rights therein in any court or other proceeding, whether during the term of this Project Agreement or at any time thereafter, and to testify or otherwise assist and cooperate with Company and its agents and attorneys in connection therewith at Company’s expense. All reasonable costs and expenses of Consultant incurred in connection with his compliance with this Section 8 shall be borne solely by Company.

9.Term. This Project Agreement shall become effective as of the date first written above and shall continue for the later of the second anniversary of the effective date or the substantial conclusion of the Lucent quality litigation matter, such period of time being the "Initial Term." This Project Agreement may be extended by the Company, with Consultant’s consent, for an additional one year term, such period of time being the “Renewal Term.” The Initial Term and Renewal Term shall be referred to collectively as the “Term.” For purposes hereof, the Lucent quality litigation matter shall be considered to be substantially concluded upon the first to occur of any of the following: (a) entry by all parties into a binding settlement agreement resolving all matters material to the litigation, (b) entry of a final, nonappealable judgment by the court having jurisdiction over the matter, (c) 90 days after conclusion to a final verdict of a trial in the matter, or (d) mutual agreement by Consultant and the Company that the matter has substantially concluded.

10.Termination. (a) Consultant or Company may terminate this Project Agreement for any reason upon thirty (30) days written notice following the Initial Term, (b) if Consultant should die during the Term, Consultant’s obligations and the Company’s obligations hereunder (other than pro rata payment of compensation to Consultant’s beneficiary through the date of Consultant’s death) shall terminate as of his death, and (c) in the event that either party shall materially breach or shall be unable or unwilling to perform any of its obligations under this Project Agreement, the aggrieved party shall notify the other in writing, and if such breach is not cured or curable within ten (10) days of receipt of notice, the aggrieved party may, at its option, terminate this Project Agreement immediately by written notice. The obligations of Consultant under Sections 5, 6, 7 and 8 of this Project Agreement shall survive termination or expiration, irrespective of the reason for termination or expiration other than Consultant’s death, and specifically shall remain binding irrespective of any breach or claimed breach of any obligation by Company.

11.No License. This Project Agreement shall not be construed to grant and does not grant to Consultant any right or license with respect to any invention, patent, trade secret, know-how, trademark, copyright, confidential information, Covered Invention, Documentation or Confidential Information of Company (apart from the right to make necessary use of the same in rendering Consultant’s Services hereunder).

12.Irreparable Injury. In recognition of the fact that irreparable injury will result to Company in the event of Consultant’s failure to adhere to the obligations of Sections 5 through 8 (inclusive) of this Project Agreement, for which Consultant acknowledges that there will be no adequate remedy at law, in addition to all other remedies provided by law or in equity, Company shall be entitled to appropriate specific performance and/or injunctive relief to enforce the performance of such obligations by Consultant.

13.Independent Contractor. Consultant’s relationship to Company during the Term of this Project Agreement shall be that of an independent attorney, consultant and contractor, and not as an employee or agent. Consultant may not make any commitments, or bind or purport to bind or represent Company or any of its affiliates in any manner either as its agent or in any other capacity. Consultant shall be responsible for any claims, damages and suits resulting from the negligence or improper performance of Consultant’s obligations hereunder. Consultant shall accept full, exclusive liability and responsibility for the payment of any and all taxes or contributions or other sums payable for Workers or Unemployment Compensation or insurance and old-age retirement benefits, as well as all other federal, state or local taxes payable by reason of Consultant’s receipt of compensation in return for Consultant’s Services hereunder and for the preparation and filing of all related tax returns.

14.Assignment of Project Agreement. This Project Agreement is personal to Consultant, and neither this Project Agreement nor any of Consultant’s obligations hereunder to perform Services may be assigned or delegated by Consultant to anyone else.

15.No Waiver. The failure of either party to object to or take action with regard to any breach or noncompliance with any provision of this Project Agreement shall not be construed as a waiver or modification of that or any other provision, or a waiver of any remedy for the breach or noncompliance.

16.Severability. If any provision of this Project Agreement should be determined by any court of competent jurisdiction to be invalid, this Project Agreement shall be interpreted as if such provision was not contained herein, and such determination shall not otherwise affect the validity of any other Provisions. This and all other

provisions of this Project Agreement shall be and remain applicable as provided herein, irrespective of any termination of this Project Agreement, whether by Company or by Consultant, voluntary or involuntary, or for cause or without cause, and irrespective of any other termination or expiration of this or any other written or oral agreement or arrangement (or any extensions thereof) with Company.

17.Applicable Law. This Project Agreement shall be governed by, and construed in accordance with, the internal, substantive laws of the State of Ohio. Consultant agrees that the state and federal courts located in the State of Ohio shall have jurisdiction in any action, suit or proceeding against Consultant based on or arising out of this Project Agreement and Consultant hereby: (a) submits to the personal jurisdiction of such courts; (b) consents to service of process in connection with any action, suit or proceeding against Consultant; and (c) waives any other requirement (whether imposed by statute, rule of court or otherwise) with respect to personal jurisdiction, venue or service of process.

18.Entire Project Agreement. This Project Agreement including its Exhibits contains the entire understanding of the parties with respect to its subject matter, and supersedes and replaces any prior agreements, understandings or promises relating to the subject matter hereof. This Project Agreement may be supplemented or amended only upon mutual agreement of the parties in writing.

19.Headings. The Section headings contained in this Project Agreement are for reference purposes only and shall not affect in anyway the meaning or interpretation of this Project Agreement.

IN WITNESS WHEREOF, and intending to be legally bound hereby, the Parties have executed and delivered this Consulting Project Agreement intending it to be effective as of the date and year first above written.



A. Schulman Inc. By: /s/ Andreas Guenther_______________ Name: Andreas Guenther_______________ Title:EVP and Chief Human Resources Officer Date: August 18, 2016_________________	David C. Minc /s/ David C. Minc______________ Date: August 18, 2016__________

Exhibit 99.1

FOR IMMEDIATE RELEASE

ANDREAN HORTON NAMED EXECUTIVE VICE PRESIDENT AND CHIEF LEGAL OFFICER FOR A. SCHULMAN; DAVID MINC TO RETIRE AT THE END OF FISCAL 2016

Akron, Ohio - August 19, 2016 - A. Schulman, Inc. (Nasdaq: SHLM), a leading international supplier of high-performance plastic compounds, powders and resins, today announced the appointment of Andrean R. Horton to executive vice president and chief legal officer, effective September 1, 2016. Horton, 42, succeeds David C. Minc, who will retire from A. Schulman at the end of fiscal 2016 in August. The plan calls for Minc to serve as an attorney and consultant to the Company in connection with the Lucent litigation and other matters.

“Andrean’s extensive legal background, coupled with her sound business judgment, makes her the ideal candidate for this position as we continue to transform A. Schulman into a premier specialty chemical organization,” said Joseph M. Gingo, chairman, president and chief executive officer. “The promotion of Andrean is further evidence of our thoughtful approach to succession planning. I have no doubt she will have continued success in this role.”

Minc (67) has served as the Company’s vice president and chief legal officer since 2008. Prior to joining A. Schulman, he was General Counsel and Secretary for Flexsys America L.P., and held senior legal positions with BFGoodrich and Michelin/Uniroyal-Goodrich.

“On behalf of Board and the entire organization, I want to thank Dave for his many valuable contributions to the restructuring, growth and evolution of A. Schulman. His dedicated commitment and sound counsel has helped make A. Schulman the company it is today,” Gingo said. “His willingness to remain available to us as an attorney and consultant is a reflection of both his character and his dedication to the Company. We wish Dave and his family all the very best going forward.”

About A. Schulman, Inc.

A. Schulman, Inc. is a leading international supplier of high-performance plastic compounds and resins headquartered in Akron, Ohio. Since 1928, the Company has been providing innovative solutions to meet its customers' demanding requirements. The Company's customers span a wide range of markets such as

packaging, mobility, building & construction, electronics & electrical, agriculture, personal care & hygiene, sports, leisure & home, custom services and others. The Company employs approximately 4,900 people and has 57 manufacturing facilities globally. A. Schulman reported net sales of approximately $2.4 billion for the fiscal year ended August 31, 2015. Additional information about A. Schulman can be found at www.aschulman.com.

Use of Non-GAAP Financial Measures

This release includes certain financial information determined by methods other than in accordance with accounting principles generally accepted in the United States ("GAAP"). These non-GAAP financial measures include net income per diluted share excluding certain items and adjusted EBITDA. These non-GAAP financial measures are considered relevant to aid analysis and understanding of the Company's results and business trends. However, non-GAAP measures are not in accordance with, nor are they a substitute for, GAAP measures, and tables included in this release reconcile each non-GAAP financial measure with the most directly comparable GAAP financial measure. The most directly comparable GAAP financial measures for these purposes are net income per diluted share and operating income. The Company's non-GAAP financial measures are not meant to be considered in isolation or as a substitute for comparable GAAP financial measures, and should be read only in conjunction with the Company's consolidated financial statements prepared in accordance with GAAP.

While the Company believes that these non-GAAP financial measures provide useful supplemental information to investors, there are very significant limitations associated with their use. These non-GAAP financial measures are not prepared in accordance with GAAP, may not be reported by all of the Company's competitors and may not be directly comparable to similarly titled measures of the Company's competitors due to potential differences in the exact method of calculation. The Company compensates for these limitations by using these non-GAAP financial measures as supplements to GAAP financial measures and by reviewing the reconciliations of the non-GAAP financial measures to their most comparable GAAP financial measures.

Cautionary Statements

A number of the matters discussed in this document that are not historical or current facts deal with potential future circumstances and developments and constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by the fact that they do not relate strictly to historic or current facts and relate to future events and expectations. Forward-looking statements contain such words as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” and other words and terms of similar meaning in connection with any discussion of future operating or financial performance. Forward-looking statements are based on management's current expectations and include known and unknown risks, uncertainties and other factors, many of which management is unable to predict or control, that could cause actual results, performance or achievements to differ materially from those expressed or implied in the forward-looking statements. Important factors that could cause actual results to differ materially from those suggested by these forward-looking statements, and that could adversely affect the Company’s future financial performance, include, but are not limited to, the following:


•	worldwide and regional economic, business and political conditions, including continuing economic uncertainties in some or all of the Company’s major product markets or countries where the Company has operations;


•	the effectiveness of the Company’s efforts to improve operating margins through sales growth, price increases, productivity gains, and improved purchasing techniques;


•	competitive factors, including intense price competition;


•	fluctuations in the value of currencies in areas where the Company operates;


•	volatility of prices and availability of the supply of energy and raw materials that are critical to the manufacture of the Company’s products, particularly plastic resins derived from oil and natural gas;


•	changes in customer demand and requirements;


•	effectiveness of the Company to achieve the level of cost savings, productivity improvements, growth and other benefits anticipated from acquisitions, joint ventures and restructuring initiatives;


•	escalation in the cost of providing employee health care;


•	uncertainties and unanticipated developments regarding contingencies, such as pending and future litigation and other claims, including developments that would require increases in our costs and/or reserves for such contingencies;


•	the performance of the global automotive and oil and gas markets as well as other markets served;


•	further adverse changes in economic or industry conditions, including global supply and demand conditions and prices for products;


•	operating problems with our information systems as a result of system security failures such as viruses, cyber-attacks or other causes;


•	our current debt position could adversely affect our financial health and prevent us from fulfilling our financial obligations;


•	integration of acquisitions, including most recently Citadel, with our existing business, including the risk that the integration will be more costly or more time consuming and complex or simply less effective than anticipated;


•	our ability to achieve the anticipated synergies, cost savings and other benefits from the Citadel acquisition;


•	substantial time devoted by management to the integration of the Citadel acquisition; and


•	failure of counterparties to perform under the terms and conditions of contractual arrangements, including suppliers, customers, buyers and sellers of a business and other third parties with which the Company contracts.

The risks and uncertainties identified above are not the only risks the Company faces. Additional risk factors that could affect the Company's performance are set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended August 31, 2015. In addition, risks and uncertainties not presently known to the Company or that it believes to be immaterial also may adversely affect the Company. Should any known or unknown risks or uncertainties develop into actual events, or underlying assumptions prove inaccurate, these developments could have material adverse effects on the Company’s business, financial condition and results of operations. We undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise. You should consult any further disclosures which are made on related subjects in our reports on Form 10-Q, 8-K and 10-K that we provide to the Securities and Exchange Commission.

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Contact

Jennifer K. Beeman

Vice President, Corporate Communications & Investor Relations

A. Schulman, Inc.

3637 Ridgewood Road

Fairlawn, Ohio 44333

Tel: 330-668-7346

Email: [email protected]

www.aschulman.com

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