exv10w2






Exhibit 10.2




THIRD AMENDMENT TO THE

MYERS INDUSTRIES, INC.

EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN

JOHN C. ORR



     This Third Amendment to the Myers Industries, Inc. Executive Supplemental Retirement Plan (the
“Plan”), is entered into as of the 1st day of March, 2011, by and between Myers Industries, Inc.
(the “Employer”) and John C. Orr (the “Executive”).



     WHEREAS, the Employer established the Plan, effective January 1, 1997;



     WHEREAS, the Executive is a Participant in the Plan;



     WHEREAS, pursuant to Section 10.7 of the Plan, the Employer may amend or modify any provision
of the Plan as to any particular Participant (as defined in the Plan) by agreement with such
Participant, provided that such agreement is in writing, is executed by both the Employer and the
Participant, and is filed with the Plan records;



     WHEREAS, the Employer has previously amended the Plan with respect to the Executive as
documented by that certain Amendment to the Myers Industries, Inc. Executive Supplemental
Retirement Plan for John C. Orr effective as of May 1, 2005 (the “First Amendment”) and that
certain Amendment to the Myers Industries, Inc. Executive Supplemental Retirement Plan for John C.
Orr effective as of June 1, 2008 (the “Second Amendment”);



     WHEREAS, the Second Amendment amended, restated and superseded the First Amendment in its
entirety and applied only to the Executive and not to any other Participants;



     WHEREAS, this Third Amendment shall amend, restate and supersede Paragraphs 1, 2, 3, 4, 6, and
16 of the Second Amendment with respect to definitions of Benefit Amount, Cause, Change in Control,
Disability, Good Reason, and the Supplemental Termination Pension, respectively, and shall apply
only to the Executive and not to any other Participants; and



     WHEREAS, all other provisions of the Second Amendment with respect to the Executive are
unchanged and shall continue in full force and effect.



     NOW, THEREFORE, the Plan is hereby amended effective June 1, 2011 as to the Executive as
follows:




	 	1.	 	Section 2.4 of the Plan shall be amended in its entirety to read as follows:
	 
	 	 	 	“Section 2.4 The term “Benefit Amount” shall mean $325,000 and, for distribution
purposes, shall consist of two portions, the “Lump Sum Benefit Amount” and the
“Periodic Benefit Amount.” The Lump Sum Benefit Amount shall mean $75,000 and the
Periodic Benefit Amount shall mean $250,000. Notwithstanding the foregoing, the
Committee may, at any time and from time to time, in its sole discretion, revise the
Benefit Amount, including the Lump Sum Benefit Amount and the Periodic Benefit
Amount; provided, however, that none of the Benefit Amount, Lump Sum Benefit Amount or Periodic Benefit Amount may be
reduced without the Participant’s written consent.”




 









 






	 	2.	 	Section 2.6 of the Plan shall be amended in its entirety to read as follows:
	 
	 	 	 	“Section 2.6 The term “Cause” shall mean “Cause” as defined in the Severance
Agreement Between Myers Industries, Inc. and John C. Orr Effective as of June 1,
2011 (the “Severance Agreement”).
	 
	 	3.	 	Section 2.7 of the Plan shall be amended in its entirety to read as follows:
	 
	 	 	 	“Section 2.7 The term “Change in Control” shall mean a “Change in Control” as
defined in the Severance Agreement.”
	 
	 	4.	 	Section 2.10 of the Plan shall be amended in its entirety to read as follows:
	 
	 	 	 	“Section 2.10 The term “Disability” shall mean “Disability” as defined in the
Severance Agreement.”
	 
	 	5.	 	Section 2.14 of the Plan shall be amended in its entirety to read as follows:
	 
	 	 	 	“Section 2.14 The term “Good Reason” shall mean “Good Reason” as defined in the
Severance Agreement.”
	 
	 	6.	 	Section 4.6 of the Plan shall be amended in its entirety to read as follows:
	 
	 	 	 	“Section 4.6 Supplemental Termination Pension. Subject to the provisions of Section
4.5 and Article XI, if the Participant terminates employment on or after June 1,
2014, the Participant shall be entitled to receive a lump sum Supplemental
Termination Pension equal to the “Lump Sum Payment” as defined in Section 5.1, and a
monthly Supplemental Termination Pension equal to one-twelfth (1/12th) of
the Periodic Benefit Amount.”





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     All other provisions of the Plan are unchanged and shall continue in full force and effect.



     IN WITNESS WHEREOF, the parties hereto have entered into this Amendment as of the date first
written above.



	 	 	 	 	 
	 
	 	“EMPLOYER”

MYERS INDUSTRIES, INC.

 	 
	 	/s/ Jon H. Outcalt
 	 
	 	By: Jon H. Outcalt, Chairman of the  	 
	 	Compensation Committee 	 
	 
	 	“EXECUTIVE”

JOHN C. ORR

 	 
	 	/s/ John C. Orr
 	 
	 	By:  John C. Orr 	 
	 	 	 
	 




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