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

On August 28, 2009, A. Schulman, Inc. (the "Company") entered into an amendment to the employment agreement of Jack B. Taylor, the Company's General Manager - Asia (the "Taylor Amendment"), which was initially executed on May 28, 2003, and subsequently amended on August 31, 2008 (the "Taylor Agreement"). The material modifications provided in the Taylor Amendment are summarized below:

• The Taylor Amendment provides that Mr. Taylor's base salary shall be established at 200,000 Euros, subject to annual revision, with a 50% bonus potential, which shall be evaluated based upon the achievement of specific income and cash flow targets for the Company's Asia region and adjusted based upon the accomplishment of certain specified personal goals. Mr. Taylor's bonus shall be administered on the same basis as bonus arrangements for other executives of the Company at the same level of responsibility.

• The Taylor Amendment provides that the term of the Taylor Agreement shall be extended to continue until December 31, 2011, provided that either Mr. Taylor or the Company may terminate the Taylor Agreement at the end of the first year upon 60 days prior notice.

• Pursuant to the Taylor Amendment, Mr. Taylor shall be entitled to receive certain equity award grants, the material terms of which are to be determined by the Company's Compensation Committee, provided that Mr. Taylor is still employed with the Company through the term of the Taylor Agreement.

• Subject to the modifications provided in the Taylor Amendment, the Taylor Agreement remains unchanged and in full force and effect. The effective date of the Taylor Amendment is August 31, 2009.

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