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If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
** |
Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) |
In consideration of his participation as a nominee for the A. Schulman, Inc. (the "Company") Board of Directors, Mr. Caporale and Ramius Captial Group ("Ramius") entered into a Profit Particpation Agreement (the "Agreement"), whereby Mr. Caporale would be entitled to receive profits from the sale of the last $20,000 worth of stock of the Company beneficially owned by Ramius or its affiliates, in the event that Mr. Caporale was elected to the Company's Board of Directors at the 2007 Annual Meeting of Stockholders. On January 16, 2008, the Company officially announced the election of Mr. Caporale to the Company's Board of Directors. |
(2) |
Mr. Caporale will receive any compensation attributable to him under the Agreement on the date which Ramius and its affiliates exit their holdings in the Company's common stock. |
(3) |
Mr. Caporale's right to receive any profit from the participation shares does not expire, absent a breach of the Agreement. |
(4) |
Pursuant to the Agreement, the number of participation shares attributable to Mr. Caporale are calculated by dividing $20,000 by the closing price of the Company's common stock on the filing date of Ramius' definitive proxy statement, December 19, 2007. The closing price of the Company's common stock on December 19, 2007 was $21.02. |
(5) |
Mr. Caporale will receive a payment from Ramius equal to the product of (i) 951 and (ii) the difference between (x) the sale price of the last 951 shares of the Company's common stock sold by Ramius or its affiliates and (y) $21.02. |