EXHIBIT 1.01(b)
- ---------------
SECOND AMENDMENT AND RESTATEMENT
OF THE
SPARTECH CORPORATION
NON-QUALIFIED DEFERRED COMPENSATION PLAN
----------------------------------------
WHEREAS, Spartech Corporation adopted its Non-Qualified Deferred
Compensation Plan effective January 1, 1994, to provide certain selected
employees of Spartech and its subsidiaries with additional retirement
benefits through the Plan, in order to encourage the continuation of their
services for Spartech; and
WHEREAS, the Plan has heretofore from time to time been amended and
restated; and in order to further amend and to restate the Plan, the Board
has approved this Second Amendment and Restatement of the Plan;
NOW, THEREFORE, the Plan is amended and restated to read as follows,
effective December 19, 2005:
Article 1. Definitions.
- -----------------------
"Account" means a deferred compensation account established for a
Participant pursuant to Section 4.1.
"Administrator" means the chief executive officer of Spartech.
"Beneficiary" means any person, corporation, trust or other entity last
designated by a Participant in writing to receive the Deferred Compensation
provided under the Plan in the event of the death of the Participant.
Provided, that if a designation is not made or the named Beneficiary cannot
be located by the time the payment of a Deferred Compensation commences, or
if the named Beneficiary predeceases the Participant and no contingent
Beneficiary has been named, the Beneficiary shall be (i) the Participant's
surviving Spouse, or if none, then (ii) the Participant's descendants
(including adopted descendants), per stirpes, or if none, then (iii) the
Participant's estate.
"Board" means the board of directors of Spartech.
"Cause" means (i) "cause" as defined in the termination provisions of the
Participant's employment contract with Spartech, if any, or if none, then
(ii) proven dishonesty or theft, conviction of a felony, habitual
drunkenness or drug abuse, or such other reason or reasons as would justify
a termination of employment for cause under applicable common law or
Spartech's employment policies.
"Change in Control" means:
(i) The occurrence of the "Distribution Date" as such term is
defined in the Rights Agreement dated as of April 2, 2001
between Spartech and Mellon Investor Services LLC (the
"Rights Agreement"); or
(ii) If the "Redemption Date" or the "Final Expiration Date," as
such terms are defined in the Rights Agreement, has occurred,
either (A) the acquisition by any person, entity or group
(within the meaning of Section 13(d)(3) or Section 14(d)(2)
of the Securities Exchange Act of 1934) other than an
institutional investor holding its interest purely for
passive investment purposes, or a Spartech employee benefit
plan, of beneficial ownership (within the meaning of Rule
13d-3 under the Securities
Exchange Act of 1934) of 15% or more of the combined voting
power of all Spartech's then outstanding voting securities,
or (B) the acquisition by any person, entity or group (within
the meaning of Section 13(d)(3) or Section 14(d)(2) of the
Securities Exchange Act of 1934) of beneficial ownership
(within the meaning of Rule 13d-3 under the Securities
Exchange Act of 1934) of 50% or more of the combined voting
power of all Spartech's then outstanding voting securities;
unless prior to any such acquisition the Board has approved
such acquisition and determined that it is in the best
interests of Spartech and its shareholders; or
(iii) The approval by the Board of any merger, consolidation or
other transaction involving Spartech, or of any one of a
series of related transactions, as a result of which (A)
Spartech would not be the surviving corporation, or (B) the
holders of Spartech's common stock immediately prior to such
transaction would not own at least a majority of the voting
power of Spartech immediately after the transaction in
substantially the same relative proportions as they owned
Spartech's common stock immediately prior to the transaction,
or (C) Spartech's common stock would be converted into cash
or other securities of Spartech other than voting securities
having substantially the same relative and proportionate
voting power in the entity or entities surviving the
transaction as the common stock has immediately prior to the
transaction; or
(iv) The commencement of any tender offer subject to Section 14(d)
of the Securities Exchange Act of 1934 and the rules
thereunder for 20% or more of Spartech's common stock; if the
person making such offer could own 50% or more of such common
stock when the tender offer terminates; or
(v) Any change or changes in the composition of the Board within
any two-year period such that the individuals constituting
the Board at the beginning of such period, together with any
individuals who became directors after the beginning of such
period whose election by the Board or nomination for election
by Spartech's shareholders was approved by at least a
majority of the directors who were on the Board at the
beginning of such period or whose election was previously
approved in the same manner, cease to constitute a majority
of the Board.
However, in the event that any provision of this definition of Change in
Control provides for a smaller degree of change of ownership than that
required in the corresponding meaning of change in the ownership or
effective control of a corporation, or change in the ownership of a
substantial portion of the assets of a corporation in Proposed Treasury
Regulation 1.409A-3(g)(5) or any successor regulation, the determination as
to whether there has been a Change in Control shall be determined by the
provisions of such Proposed Treasury Regulation 1.409A-3(g)(5) or such
successor regulation.
"Code" means the Internal Revenue Code of 1986, as amended.
"Compensation" means, with respect to any Participant, the total amount
shown on the Participant's Internal Revenue Service Form W-2 for a calendar
year as wages for Medicare tax purposes, excluding (i) contributions to the
Participant's Account, (ii) any non-cash compensation (including but not
limited to excess group term life insurance, personal automobile usage and
income from exercises of stock options and vesting of restricted stock), and
(iii) other miscellaneous items such as reimbursed moving expenses.
Compensation shall not include amounts paid before the Participant became
employed by Spartech, or if the Participant's employer is a Spartech
subsidiary, before the employer became a subsidiary.
"Deferred Compensation" has the meaning given in Section 5.4.
"Disability" means the condition of being "disabled" as defined in Section
409A(a)(2)(C) of the Code. Unless otherwise required under applicable
provisions of the Code, the Disability of a Participant shall be determined
by a licensed physician chosen by Spartech.
"Eligible Employee" means a person who serves as a management-level employee
of Spartech.
"Participant" means an Eligible Employee who has been designated to
participate in the Plan and who has executed a Participation Agreement
pursuant to Section 2.2. A Participant will be either an "Active
Participant" as described in Section 2.3 or an "Inactive Participant" as
described in Section 2.4.
"Plan" means this Spartech Corporation Non-Qualified Deferred Compensation
Plan, as heretofore or hereafter amended and/or restated.
"Spartech" means Spartech Corporation, a Delaware corporation, and (except
as the context may otherwise require) its wholly-owned or majority-owned
subsidiaries.
"Spouse" means the person, if any, to whom a Participant is legally married
at the time of his or her death.
"Termination" has the meaning given in Section 5.3.
"Trustee" means the person or entity named as trustee under the Trust.
"Trust" means the Spartech Corporation Non Qualified Deferred Compensation
Trust.
"Unvested Contribution" has the meaning given in Section 5.2.
"Vested Portion" means all or a portion of an Account determined as set out
in Section 5.4.
"Years of Service" means a whole number determined as set out in Section
5.1.
Article 2. Participation In The Plan.
- --------------------------------------
2.1 Any Eligible Employee may be designated by the Administrator to become a
Participant in the Plan, effective as of the date the Participant becomes an
Eligible Employee or such later date as the Administrator may determine.
2.2 As a condition of his or her participation in the Plan, an Eligible
Employee so designated must complete and execute a Participation Agreement
in the form attached hereto or in such other form as the Administrator may
approve.
2.3 A Participant will be an Active Participant so long as the Participant
is an Eligible Employee or until such earlier date as the Administrator may
determine that the Participant shall become an Inactive Participant. A
Participant may remain as an Active Participant after ceasing to be an
Eligible Employee if and to the extent provided in a written post-employment
consulting or other non-employee service agreement between the Participant
and Spartech, but in no event after the Termination of the Participant.
2.4 A Participant will become an Inactive Participant after ceasing to be an
Active Participant, so long as a Termination has not occurred. An Inactive
Participant will remain in the Plan and will
continue to accrue service for vesting purposes, but Spartech will not be
required to make further contributions to the Participant's Account.
2.5 The Administrator may determine to redesignate an Inactive Participant
as an Active Participant, but such a Participant shall not be entitled to
any contributions or Deferred Compensation amount which would have accrued
if the Participant had been an Active Participant during the time the
Participant was an Inactive Participant.
2.6 Each Participant shall advise Spartech of his or her current mailing
address and the address of his or her Beneficiary, and shall notify Spartech
promptly of any change of address. In the absence of such notice, Spartech
shall be entitled, for all purposes, to rely on the last known address of
the Participant or Beneficiary. It is the Participant's obligation to notify
Spartech of any change of Beneficiary.
Article 3. Contributions and Funding.
- -------------------------------------
3.1 Spartech shall contribute to the Trust on account of each Active
Participant, no later than February 15 of each calendar year, an amount in
cash equal to 10% of the Participant's Compensation for the immediately
preceding calendar year(1) less the amount of any forfeitures allocated to
the Participant's Account for the immediately preceding calendar year
pursuant to Section 3.2. For purposes of this section and Section 3.2, a
Participant's Compensation for a year shall be limited to $300,000. The
amounts contributed on behalf of a Participant shall be allocated to the
Participant's Accounts as of the last day of the calendar year in which the
Participant is paid the Compensation with respect to which the contribution
is made.
3.2 The amounts of any forfeitures of funded Accounts arising under Section
5.5 or Section 6.2 shall be allocated to the Accounts of the remaining
Active Participants as of the last day of the calendar year in which the
forfeiture occurs, in proportion to their Compensation (not to exceed
$300,000) for the year in which the forfeiture occurs. Spartech's obligation
to make contributions on account of a Participant with respect to a calendar
year shall be reduced by the amount of any forfeitures allocated to the
Participant's Account for that year.
3.3 Unless otherwise approved by the Administrator, Spartech shall not make
any contribution to the Trust on account of an Inactive Participant,
including contributions for years ended while the person was an Active
Participant which are not yet due at the time the person becomes an Inactive
Participant, and forfeitures shall not be allocated to the Account of an
Inactive Participant, including forfeitures for years ended while the person
was an Active Participant. Unless otherwise approved by the Administrator,
Spartech shall not make any contribution to the Trust on account of a
Participant after his or her Termination, including contributions for years
ended before the Termination which are not yet due at the time of the
Termination, and forfeitures shall not be allocated to the Account of a
Participant after the Participant's Termination, including forfeitures for
years ended prior to the Termination.
3.4 Contributions by Participants are neither required nor permitted under
the Plan.
3.5 Unless otherwise expressly directed by the Administrator, Spartech shall
contribute any funding under the Plan to the Trust.
<FN>
- ----------------------------
(1) There shall be no contribution to the Plan in December 2005.
Article 4. Participant Accounts.
- --------------------------------
4.1 Spartech shall establish an Account for each Participant, to which
contributions and forfeitures shall be allocated pursuant to Article 3. For
accounting purposes, each Account may consist of one or more sub-accounts.
4.2 A Participant's Account shall be invested in such investments as the
Trustee under the Trust shall determine in its discretion. Spartech shall
have no liability whatsoever to any Participant for the investment results
of the Participant's Account.
4.3 The Administrator will value the Plan's investments and the individual
Accounts from time to time and apportion and allocate gains and losses to
the respective Accounts on such basis as it determines to be fair and
appropriate. The Administrator may also appropriately adjust the values of
the individual Accounts from time to time to reflect Plan expenses and to
reflect any additions to, charges against or distributions from the
Accounts.
4.4 Spartech may deduct from a Participant's Account any taxes required to
be withheld as a result of contributions, Deferred Compensation payments,
vesting increases or other events under the Plan or affecting the Account.
Article 5. Vesting and Payment of Deferred Compensation.
- --------------------------------------------------------
5.1 For vesting purposes, a Participant will accrue one Year of Service in
each calendar year during which the Participant is a Participant for at
least three calendar months. Years of Service need not be accrued in
consecutive calendar years. The Administrator may also credit a Participant
with additional Years of Service in his or her sole discretion which need
not be uniformly exercised.
5.2 Contributions to a Participant's Account which are made after the
calendar year in which a Participant has accrued seven (7) Years of Service
and before the Participant has reached age 65 are also subject to vesting.
Each such contribution will become 25% vested on December 31 of the calendar
year in which the contribution is made and will become an additional 25%
vested on December 31 of each of the three years thereafter. The amount of
any such contribution which has not fully vested is an "Unvested
Contribution." However, investment gains or losses on Unvested Contributions
are fully vested; the amount of an Unvested Contribution shall not increase
or decrease as a result of investment gains or losses. All Unvested
Contributions shall vest when the Participant reaches age 65. The
Administrator may also accelerate the vesting of Unvested Contributions in
his or her sole discretion which need not be uniformly exercised.
5.3 The "Termination" of a Participant occurs when the Participant is no
longer employed by Spartech and is no longer providing services to Spartech
under a written consulting or other non-employee service agreement.
5.4 Upon the Termination of a Participant, the value of the Vested Portion
of the Participant's Account (net of any surrender or termination charges)
will be determined from the following table, and
the resulting amount ("Deferred Compensation") will be distributed to the
Participant, or in the event of the Participant's death to the Participant's
Beneficiary, in a single, lump sum payment as follows:
- ----------------------------------------------------------------------------------------------------------------------
Reason for Age At
Termination Termination Vested Portion Time of Distribution
----------- ----------- -------------- --------------------
- ----------------------------------------------------------------------------------------------------------------------
Cause Any age None (0%) N/A
- ----------------------------------------------------------------------------------------------------------------------
Death or Disability Any age 100% As promptly as practicable after
Termination
- ----------------------------------------------------------------------------------------------------------------------
Any other reason 65 or older 100% As promptly as practicable after
------------------------------------------------- Termination, except that for any
Under 65 Until a Change in Control: Participant who is a "specified
------------------------- employee" under Section
14.3% times Years of Service 409A(a)(2)(B)(i) of the Code,
(maximum 100%), reduced by distribution may not be made before
the dollar amount of any the earlier of (i) six months after
Unvested Contributions Termination or (ii) the death of
After a Change in Control: 100% the Participant
-------------------------
- ----------------------------------------------------------------------------------------------------------------------
No Participant or Beneficiary may delay, accelerate or change in any manner
the timing of the distribution of Deferred Compensation as set forth in the
above table. Distributions shall be subject to appropriate withholding
taxes.
5.5 Upon the Termination of a Participant, any portion of the Participant's
Account in excess of the Vested Portion thereof shall be forfeited and any
accumulated Years of Service will be lost. If such person is subsequently
re-employed and again becomes a Participant, the forfeited amounts will not
be restored to the Participant's Account, and the Participant will not be
permitted to make any payment to Spartech in order to have forfeited or
previously paid amounts restored to his or her Account.
5.6 Spartech may elect to pay the Deferred Compensation either by
distributing Account investments in kind, by liquidating the Account and
distributing cash, or partly in each manner.
5.7 Life insurance policies, if any, will be valued at their cash surrender
value, interpolated terminal reserve value or similar valuation method and
not face value, and except to the extent provided in Section 8.7 the
Participant will have no right to receive the face amount of the death
benefits thereunder.
5.8 Spartech has no obligation to maintain any policy of insurance on the
life of a Participant for any period of time either before or after the
Participant's Termination; nor shall Spartech have any liability for
reimbursement of premiums due to any delay in canceling or surrendering any
policy of insurance after a Termination.
5.9 Any amount payable to or for the benefit of a minor, an incompetent
person or other person incapable of receipting therefor shall be deemed paid
when paid to such person's guardian or to the party providing or reasonably
appearing to provide for the care of such person, and such payment shall
fully discharge Spartech and the Administrator with respect thereto.
5.10 Neither a Participant nor any other person shall acquire any right,
title, expectancy or other interest in or to any amount outstanding to the
Participant's credit under the Plan other than upon the actual payment of
such portions thereof in accordance with the terms of the Plan. The Plan
shall not be deemed to constitute or create a trust, or an escrow agreement
or any type of fiduciary relationship between Spartech and a Participant and
his or her Beneficiary; nor shall the Deferred Compensation provided for any
Participant herein be deemed in any way to be secured by any particular
assets of Spartech. The Participant's interest and that of his or her
Beneficiary shall be only the unsecured contractual right to receive the
Deferred Compensation provided for herein.
5.11 No right or benefit under the Plan shall be subject to anticipation,
alienation, sale, assignment, pledge, encumbrance or change, and any attempt
to anticipate, alienate, sell, assign, pledge, encumber or change the same
shall be void. No right or benefit hereunder shall in any manner be liable
for or subject to the debts, contracts, liabilities or torts of the person
entitled to such benefit. If a Participant or Beneficiary shall become
bankrupt or attempt to anticipate, alienate, sell, assign, pledge, encumber
or change any right or benefit hereunder, then such right or benefit shall,
in the discretion of the Administrator, cease and terminate; and in such
event, Spartech may hold or apply the same or any part thereof for the
benefit of such Participant or Beneficiary at any time and in such
proportion as the Administrator may deem proper. Nothing in this Section
5.11 shall prohibit Deferred Compensation from being distributed pursuant to
a domestic relations order within the meaning of Section 414(p)(1)(B) of the
Code; provided, however, that no Deferred Compensation shall be distributed
pursuant to such a domestic relations order before it would otherwise be
distributed to the Participant or his or her Beneficiary under the terms of
the Plan.
5.12 Notwithstanding anything in the Plan to the contrary, assets reserved
for the Plan are subject to market risk, and nothing in the Plan constitutes
a guarantee that said assets will not lose market value causing a
Participant's Account to be reduced.
Article 6. Restrictive Covenants.
- ---------------------------------
6.1 By accepting participation in the Plan, and as a condition of his or her
right to participate in the Plan, each Participant agrees that prior to and
for six months following the Participant's Termination, regardless of who
initiates the Termination and regardless of whether the Termination is with
or without Cause, the Participant will not without the express written
consent of Spartech:
(i) Directly or indirectly, on his or her own behalf, or on
behalf of any other person, firm, partnership or corporation,
transact any business which is the same as or similar to the
business then being conducted by Spartech, within a 200 mile
radius of any facility owned and/or operated by Spartech, or
divert or solicit any of the business of Spartech away from
Spartech; or
(ii) Divulge to others or use for his or her own benefit or for
the benefit of others any confidential information, including
correspondence and other records, whether or not reduced to
writing, which the Participant may have acquired from
Spartech or others by reason of the Participant's employment
with Spartech; it being expressly understood that all such
information, lists, correspondence and other writings are
confidential and shall remain the sole property of Spartech
and shall not be removed or transcribed for removal by the
Participant before or after the Termination; or
(iii) Enter into any agreement with or solicit the employment of
any employee of Spartech, or directly or indirectly attempt
to induce any employee of Spartech to leave Spartech or to
take employment with a competitor of Spartech; or
(iv) Solicit any clients or customers of Spartech or induce or
attempt to induce any such clients or customers to terminate
or alter their relationship with Spartech.
6.2 Any violation of the provisions of Section 6.1 by a Participant shall,
in the sole discretion of the Administrator, without regard to any other
provision of the Plan and without prejudice to any other remedies of
Spartech against the Participant, cause a total forfeiture of the balance of
such Participant's Account and all other rights of the Participant under the
Plan.
6.3 Each Participant also agrees that Spartech shall, without prejudice to
any other remedies, be entitled to injunctive relief for any breach of
Section 6.1.
Article 7. Administration.
- ---------------------------
7.1 The Administrator shall administer the Plan, and shall have full power
and authority to compute Deferred Compensation amounts under the Plan and to
resolve all questions and issues interpreting the definitions, terms and
conditions of the Plan. In determining the facts required in the
administration of the Plan, the Administrator shall be entitled to rely on
information provided to the Administrator by the management of Spartech. The
Administrator may adopt uniform and nondiscriminatory regulations for the
administration of the Plan and may delegate his or her responsibilities
under the Plan to another person.
7.2 The Administrator shall maintain or cause to be maintained all books of
accounts, records or other data as may be necessary or advisable in the
Administrator's judgment for the proper administration of the Plan. The
annual accounting period for the Plan shall be the calendar year.
7.3 Any denial, in whole or in part, by the Administrator of a claim for
Deferred Compensation under the Plan by a Participant or a Beneficiary shall
be by written notice delivered or mailed to the Participant or, if no
Participant is living, to his or her Beneficiary, stating the specific
reasons for the denial which must be referable to a particular provision of
the Plan. The Administrator shall afford a reasonable opportunity to any
Participant or Beneficiary whose claim for Deferred Compensation has been
denied, in whole or in part, for a hearing concerning any decision denying
the claim.
7.4 The Administrator shall periodically report to the Board as to the
status of the Plan and its Participants.
7.5 Notwithstanding any powers of the Administrator herein granted, any
decision affecting the Administrator's Account or participation in the Plan,
other than decisions affecting all Plan Accounts in like manner, must be
approved by the Compensation Committee of the Board.
Article 8. Miscellaneous Provisions.
- ------------------------------------
8.1 The Board shall have the exclusive right to amend or terminate the Plan,
and any amendment shall become effective when duly approved by the Board or
at such other date as the Board may determine. A Board member who is also a
Participant shall not participate in any decision to amend or terminate the
Plan. However, no amendment or termination of the Plan may reduce or cancel
the Account of a Participant (or the vested interest in such account)
existing as of the date of such amendment or termination, nor change the
manner or timing of payment of any Deferred Compensation adversely to a
Participant, without the consent of the affected Participant.
8.2 Nothing in the Plan, or any amendment thereto, shall give a Participant,
Eligible Employee, Beneficiary, Spouse, employee or other person, a right
unless it is specifically provided or is accorded by Spartech pursuant to
the Plan. Nothing in the Plan or any amendment thereto shall be construed as
giving a Participant the right to remain employed in any capacity by
Spartech and all persons shall remain subject to discharge or to changes in
status at any time to the same extent as if the Plan had not been adopted.
The provisions of the Plan shall be binding upon the heirs, executors,
administrators, successors, assigns and Beneficiaries of all parties in
interest. If any provision of the Plan is found to be invalid, it will not
render the remainder of the Plan invalid.
8.3 Construction of the Plan shall be governed by the laws of Missouri.
Terms in the masculine shall be deemed to include the feminine, and terms in
the singular shall be deemed to include the plural, and vice versa, wherever
the context so admits or requires. Headings herein have been inserted for
convenience only and shall not affect the meaning or interpretation of the
Plan.
8.4 Any litigation arising out of or in connection with the Plan shall be
brought exclusively in the United States District Court for the Eastern
District of Missouri or, if such court does not have jurisdiction over such
matter, in the Missouri state courts located in St. Louis County, Missouri.
8.5 Except as otherwise expressly provided herein, the costs of
administering the Plan shall be paid by Spartech.
8.6 Any notice required or permitted to be given under the Plan may be given
by mail or by nationally recognized overnight courier service, addressed to
the recipient at the address below:
If to Spartech: Spartech Corporation
120 South Central, Suite 1700
St. Louis, Missouri 63105
Attention: Director of Human Resources
If to a Participant: To the Participant's last known address
as shown on Spartech's records
Notice by mail shall be deemed to be given on the third business day after
deposit in the U.S. Mail, postage prepaid, and notice by nationally
recognized overnight courier service shall be deemed given on the delivery
date specified in the courier service's delivery standards. Notice to a
Participant who is a Spartech employee with an e-mail address on Spartech's
e-mail system may also be given by e-mail sent to such e-mail address, and
shall be deemed given when sent, unless the e-mail system returns a notice
of failed delivery.
8.7 Special Provisions for Pre-2006 Life Insurance Contracts. Nothing herein
--------------------------------------------------------
shall require the Plan to continue to maintain after 2005 any individual
insurance contract purchased on the life of a Participant before 2006 for
purposes of funding his or her Deferred Compensation under the Plan.
However, notwithstanding any other provision of this Plan, with respect to
any such insurance contract:
(i) If the Plan elects to surrender such policy after 2005, the Plan shall
pay any applicable surrender charge out of general Plan assets and shall not
charge such surrender charge against the Account of the insured Participant,
and
(ii) If the Plan elects to maintain such policy in effect after 2005, the
Plan shall either (A) pay future premiums thereon out of general Plan assets
and not charge such premiums against the Account of the insured Participant
or (B) credit any death benefits payable under such policy by reason of the
insured's death while a Participant directly to the Account of the deceased
Participant and exclude such death benefits from the calculation of overall
Plan investment experience under Section 4.3.
SPARTECH CORPORATION
NON-QUALIFIED DEFERRED COMPENSATION PLAN
----------------------------------------
NOTICE OF PARTICIPATION
To:_______________________
You have been selected and are hereby designated as a Participant in
the Spartech Corporation Non-Qualified Deferred Compensation Plan,
as heretofore or hereafter amended and/or restated.
The effective date of your participation in the Plan is ___________,
20__. If you wish to accept the benefits of the Plan and are willing
to be bound by its provisions, please execute a copy of this
Participation Agreement at the place indicated below.
SPARTECH CORPORATION
By: ______________________________
* * * * * * *
PARTICIPATION AGREEMENT
AND BENEFICIARY DESIGNATION
I hereby accept my designation and status as a Participant in the
Spartech Corporation Non-Qualified Deferred Compensation Plan. I
have read the Plan, as amended and restated to the date hereof, and
agree to all of the provisions of the Plan including (without
limitation) the restrictive covenants in Article 6 of the Plan.
I hereby designate the following person as my Beneficiary under the
Plan:
Name:______________________________________
Relationship:______________________________
I understand that it is my obligation to notify Spartech of any
change of Beneficiary.
Dated:_____________, 20___.
-------------------------------
Signature of Participant