such excess amounts, together with interest on such amounts from the date of Employee’stermination of employment with the Company to the date of payment, shall be paid in a single sum onthe first regular payroll date of the Company immediately following the six (6) month anniversaryof the date of such termination. If the Company reasonably determines that such termination is notan “involuntary separation from service” (as defined in Treasury Regulation Section 1.409A-1(n), ora successor regulation), amounts otherwise payable during such six (6) month period immediatelyfollowing the date of Employee’s termination under Section (a), together with interest on suchamounts from the date of Employee’s termination of employment with the Company to the date ofpayment, shall be paid in a single sum on the first payroll date of the Company immediatelyfollowing the six (6) month anniversary of such termination. For purposes of this Section (c),“interest” means the prime rate, as announced from time to time by the Company’s primary commercialbank during the six month period described above, plus two percentage points, compounded annually.     **2. ****Nondisclosure****.**During the period of Employee’s employment with the Company, andafter the termination thereof for any reason, Employee agrees to use his or her best efforts tomaintain and protect the secrecy of the Confidential Information and not to directly or indirectlyundertake or attempt to undertake: (i) any disclosure of any Confidential Information to any otherperson or entity; (ii) to use any Confidential Information for Employee’s own purposes; (iii) tomake any copies or reproductions of any Confidential Information; (iv) to authorize or permit anyother person or entity to use, copy, disclose, publish or distribute any Confidential Information;or (v) any activity the Company is prohibited from undertaking or attempting to undertake by any ofits present or future clients, customers, suppliers, vendors, consultants, agents or contractors.As used herein, “Confidential Information” means any knowledge, information or property relatingto, or used or possessed by, the Company, and includes, without limitation, the following: tradesecrets; manufacturing or production know-how, methods and processes, patents, copyrights, software(including, without limitation, all programs, specifications, applications, routines, subroutines,techniques and ideas for formulas); concepts, data, drawings, designs and documents; names ofclients, customers, employees, agents, contractors, and suppliers; marketing information; financialinformation and other business records; and all copies of any of the foregoing, including notes,extracts, memoranda prepared or directed to be prepared by Employee based on any ConfidentialInformation. Employee agrees that all information possessed by Employee, or disclosed to Employee,or to which Employee obtains access during the course of Employee’s employment with the Companyshall be presumed to be Confidential Information under the terms of this Agreement. ConfidentialInformation shall not include any information which is publicly available or which is generallyknown to persons employed in the plastics processing business. Upon termination of Employee’semployment with the Company for any reason, Employee agrees not to retain or remove from theCompany’s premises any Confidential Information whatsoever, and to surrender the same to theCompany, wherever it is located, immediately upon termination of Employee’s employment.     **3. ****Noncompetition/Nonsolicitation****.**Employee agrees that, during the term ofEmployee’s employment with the Company and for a period of one (1) year after the termination ofEmployee’s employment with the Company (whether such termination is with or without Cause or GoodReason or results from Employee’s resignation) Employee shall not, directly or indirectly, in anymarket in which the Company then is engaged in business activities (the “Geographic Area”): (i)engage in, consult with, be employed by or be connected with any business or activity whichdirectly or indirectly competes with the Company’s business (a “Competing Business”), (ii) canvass,solicit or accept any business from any of the Company’s current or former clients, (iii) own anyinterest in any Competing Business (provided, however, Employee may own up to 1% of the outstandingequity interests of any publicly traded Competing Business); (iv) assist others to open or operateany Competing Business; (v) solicit, recommend or induce any employee of the Company to terminatehis or her employment with the Company; or (vi) solicit, recommend or induce any customers,suppliers or any other person or entity which has a business relationship with the Company todiscontinue, reduce or modify such relationship.. Employee agrees and acknowledges that theGeographic Area is reasonable in scope and that the one (1) year period is reasonable in length.Employee has agreed to the foregoing noncompetition agreement because: (a) Employee recognizes thatthe Company has a legitimate interest in protecting the confidentiality of its business secrets(including the Confidential Information), (b) Employee agrees that such noncompetition agreement isnot oppressive to Employee nor injurious to the public, and (c) the Company has providedspecialized and valuable training and information to Employee.     **4. ****Injunction****.**Because the award of monetary damages would be an inadequate remedy,in the event of a breach or threatened breach by Employee of any of the provisions of thisAgreement, the Company shall be entitled to an injunction restraining Employee from undertaking anysuch breach or threatened breach. Nothing herein shall be construed as prohibiting the Companyfrom pursuing any other remedies for such breach or threatened breach, including the recovery ofdamages from Employee.     **5. ****Amendment****.**No amendment, whether express or implied, to this Agreement shall beeffective unless it is in writing and signed by both parties hereto.
 

 
     **6. ****Waiver****.**No consent or waiver, express or implied, by the Company to or of anybreach or default by Employee in the performance of his or her agreements hereunder shall operateas a consent to or waiver of any other breach or default in the performance of the same or anyother obligations of Employee hereunder. The Company’s failure to complain of any such breach ordefault shall not constitute a waiver by the Company of its rights hereunder, irrespective of howlong such failure continues.     **7. ****Governing Law; Venue****.**This Agreement shall be governed by, and construed under,the laws of the State of Delaware. Each of the parties submits to the jurisdiction of the statecourt sitting in St. Louis County, Missouri or federal court sitting in St. Louis, Missouri, in anyaction or proceeding arising out of or relating to this Agreement and agrees that all such claimsmay be heard and determined in any such court.     **8. ****Severability****.**The invalidity or unenforceability of any provision hereof shall inno way affect the validity or enforceability of any other provision. In addition, should any timeor area restriction contained herein be found by a court to be unreasonable, such restriction shallnevertheless remain as to the time or area such court finds reasonable, and as so amended, shall beenforced.     **9. ****Miscellaneous****.**This Agreement shall apply to all periods when Employee is employedby the Company irrespective of whether or not this Agreement is re-executed at the beginning ofeach such period. This Agreement is binding upon and shall inure to the benefit of the parties’heirs, representatives, affiliates, successors or assigns. The use of any gender shall include allother genders. This Agreement replaces and supersedes the Severance and Noncompetition Agreementbetween the parties.           **SPARTECH CORPORATION**   **EMPLOYEE**             By:     By:                 President and Chief Executive Officer