exv10w1






Exhibit 10.1









September 2, 2010




Victoria M. Holt

303 Wynfield Court

Wexford, PA 15090




Dear Vicki:



On behalf of the Compensation Committee of Spartech Corporation I am delighted to provide the
following terms subject to your being elected to the position of Chief Executive Officer of
Spartech Corporation by its Board of Directors.




	 	 	 

	Position:

	 	Chief Executive Officer
	 
	 	 
	Base Salary:

	 	$650,000
	 
	 	 
	Target Bonus:

	 	100% of base at target, which will be paid out based on achievement of
financial metrics based on the 2011 operating plan and any
personal objectives determined by the Compensation Committee
	 
	 	 
	Target Total Cash:

	 	$1,300,000
	 
	 	 
	Initial Equity Grant:

	 	$1,000,000 to be granted in the following form:
	 
	 	 
	 

	 	$500,000 Restricted Stock; 4 year vesting; granted 3 full business days
after employment start date; priced at NYSE closing price on grant date
	 
	 	 
	 

	 	$500,000 Stock Settled Appreciation Rights (SSARs); 4 year vesting;
priced at Black-Scholes value; granted at the close of business 3 full
business days after employment
	 
	 	 
	Initial Cash Payment:

	 	$250,000 additional cash paid within one month of start date. This
amount will be repaid if Ms. Holt voluntarily leaves the company within
12 months of joining.






120 S. Central • Suite 1700 • Clayton, Missouri 63105-1705 • (314) 721-4242 • (314) 721-1543 FAX








 









 













	 	 	 

	Long Term Incentive
Grant:

	 	$1,300,000 to be granted in the following form:
	 
	 	 
	 

	 	33.3% Stock Settled Appreciation Rights (SSARs); 4 year vesting;
priced at Black-Scholes value; granted at the close of business 3 full
business days after employment
	 
	 	 
	 

	 	33.3% Restricted Stock; 4 year vesting; priced at NYSE closing price
3 full business days after employment
	 
	 	 
	 

	 	33.3% Performance Shares; 3 year performance period; to be granted as
part of a new performance share program for senior managers with terms
to be determined; if no plan has been implemented as of January 31,
2011 the value of this grant will be issued as of that date divided
equally between SSARs and Restricted Stock with the same final vesting
date as the original grants
	 
	 	 
	 

	 	It is expected that Ms. Holt will embrace the executive stock
ownership guidelines.
	 
	 	 
	Deferred Compensation:

	 	$30,000
	 
	 	 
	Benefits:

	 	Health and dental insurance; company-paid life insurance of $500,000;
company-paid short term disability; 401(k)
	 
	 	 
	Vacation:

	 	Four weeks of vacation
	 
	 	 
	Relocation Expenses:

	 	The Company will pay:
	 
	 	 
	 

	 	•   Out-of-pocket expenses for the physical moving of Ms. Holt’s
household and a real estate commission (up to 6%) on the sale of
her existing home

	 
	 	 
	 

	 	•   Temporary
housing for Ms. Holt in St. Louis for up to 9 months

	 
	 	 
	 

	 	•   Round trip flights for Ms. Holt’s husband and children between
Pittsburgh and St. Louis to assist with house hunting and
relocation

	 
	 	 
	 

	 	•   $100,000 for other expenses

	 
	 	 
	 

	 	•   None of the above
will be grossed up for taxes

	 
	 	 
	 

	 	It is expected that Ms. Holt will immediately create a residence in
St. Louis to provide leadership during the work week with family
relocation






120 S. Central • Suite 1700 • Clayton, Missouri 63105-1705 • (314) 721-4242 • (314) 721-1543 FAX








 









 













	 	 	 

	 

	 	to follow as soon as practical, however not later than 9 months
from Ms. Holt’s start date
	 
	 	 
	Severance:

	 	Termination without cause will result in:
	 
	 	 
	 

	 	•   Salary continuation for 24 months

	 
	 	 
	 

	 	•   Payment of 2 times the average annual bonus awarded
for 3 fiscal years ended prior to termination

	 
	 	 
	Change in Control:

	 	Termination within 24 months of a change in control will result in:
	 
	 	 
	 

	 	•   Salary continuation for 24 months

	 
	 	 
	 

	 	•   Payment of 2 times the average annual bonus awarded for 3
fiscal years ended prior to termination

	 
	 	 
	 

	 	•   Forward vesting of all SSARs, restricted stock and performance
shares

	 
	 	 
	Other:

	 	Prior to employment, it is required that all new employees be scheduled
for a physical examination and drug screening. This offer of
employment is contingent on the results of the evaluations.
	 
	 	 
	Acceptance and
Start Date:

	 	Start date as soon as possible but no later than October 1





Vicki, the entire board is looking forward to working with you in your new role with Spartech.




	 	 	 	 	 	 	 

	Sincerely,

	 	 
	 	Agreed and Accepted:
	 	 
	 
	/s/ Pamela F. Lenehan

	 	 	 	/s/ Victoria M. Holt	 	 
	 

	 	 	 	 	 	 
	Pamela F. Lenehan

	 	 	 	Victoria M. Holt	 	 
	Chair, Compensation Committee
	 	 	 	 	 	 







	Cc:  	 	Ralph B. Andy

Chairman of the Board





120 S. Central • Suite 1700 • Clayton, Missouri 63105-1705 • (314) 721-4242 • (314) 721-1543 FAX