**EXHIBIT A****SEVERANCE AND NONCOMPETITION AGREEMENT**     **THIS SEVERANCE AND NONCOMPETITION AGREEMENT**(this “Agreement”) is made by and between **SPARTECHCORPORATION**, a Delaware corporation (together with its subsidiaries, the “Company”) and                                        (“Employee”)effective as of the ___ day of                     , 20___.     In consideration of the terms and conditions hereof, and for other good and valuableconsideration, the receipt and sufficiency of which is hereby acknowledged, the Company andEmployee agree as follows:     **1. ****Severance****.**     (a) If Employee’s employment with the Company is terminated by the Company for any reasonother than for Cause, or if Employee’s employment with the Company is terminated by the Company forany reason other than for Cause within 24 months following a Change in Control, or if Employeeterminates his or her employment with the Company for Good Reason, Employee shall be entitled toreceive as a severance payment to be paid in equal installments over the twelve months followingEmployee’s termination, and in accordance with the Company’s normal payroll practices, an aggregateamount equal to: (i) twelve months’ base salary at the highest rate paid to Employee during thethree years prior to Employee’s termination, plus (ii) the average annual bonus awarded to Employeefor the three fiscal years ended prior to Employee’s termination (or for the period of Employee’semployment by the Company if less than three years), provided, however, in the event thetermination occurs during the first fiscal year of Employee’s employment and prior to the award ofan annual bonus, the calculation of the bonus portion of the severance payment under thissubsection 1(a)(ii) shall be based on Employee’s target bonus for the fiscal year in whichtermination occurs. In addition to the foregoing severance payment, Employee shall be entitled toreceive during the twelve months following Employee’s termination continuing health insurancebenefits at least equal to the benefits received by Employee at the time of termination.     (b) As used herein:     “Cause” means, in each case in the reasonable discretion of the Company’s board of directors(the “Board”): (i) Employee being charged with commission of a crime that constitutes a felony(provided that if following Employee’s termination the charges are dropped or Employee is acquittedthen Employee shall be entitled to the severance payment); (ii) acts of Employee which constitutewillful fraud or dishonesty on the part of Employee in connection with his or her duties; (iii)Employee willfully engaging in conduct materially injurious to the Company or gross misconduct,including but not limited to the willful or grossly negligent failure or refusal of Employee tocomply with the lawful instruction of the Board or Employee’s supervisor, after a written demandfor compliance is delivered to Employee by the Board or Employee’s supervisor which specificallyidentifies the manner in which the Board or Employee’s supervisor believes that Employee hasviolated this provision; (iv) Employee’s failure, whether or not intentional, to fully comply with:(a) the Company’s Code of Business Conduct and Ethics for Directors, Officers and Employees, (b)the Company’s Code of Ethics for Chief Executive Officer and Senior Financial Officers; or (c) theCompany’s Statement of Policy Regarding Securities Trades by Company Personnel; or (v) Employee’sfailure to fully cooperate in good faith with any internal, governmental or regulatoryinvestigation involving or in any way related to the Company or its operations. Any act or failureto act based upon authority given pursuant to a resolution duly adopted by the Board or based onthe advice of a senior officer or counsel for the Company shall be conclusively presumed to bedone, or omitted to be done, by Employee in good faith and in the best interests of the Company.     “Change in Control” means the successful consummation of a transaction resulting in a changein the ownership or effective control of the Company or ownership of a substantial portion of theassets of the Company within the meaning of Section 409A(a)(2)(C)(v) of the Internal Revenue Codeof 1986, as amended, or any successor statute (“Code”).     “Good Reason” means any of the following: (i) one or more reductions of Employee’s base salaryamounting to 10% or more from Employee’s highest previous base salary, provided that any reductionwhich is generally consistent with across-the-board reductions in pay of the Company as a wholeshall not be counted for this purpose unless a Change in Control has occurred; (ii) the Company’srequiring Employee to be based at any office or location greater than 50 miles from the office ofthe Company at which Employee is
 

 
employed as of the date of this Agreement; (iii) after a Change in Control, a relocation ofthe office of the Company at which Employee is employed as of the date of this Agreement more than50 miles from its present location; or (iv) one or more other actions by the Company whichcollectively amount to a constructive discharge of Employee.     (c) If Employee is a “specified employee” (within the meaning of Code Section409A(a)(2)(B)(i)) of the Company at the time of his or her termination of employment with theCompany and if the separation payments under Section (a) are on account of his or her “involuntaryseparation from service” (as defined in Treasury Regulation Section 1.409A-1(n), or a successorregulation), Employee shall receive payments during the six (6) month period immediately followingthe date of such termination as otherwise provided under Section (a) for such six month periodexcept that the total amount of such payments shall not exceed the lesser of the amount specifiedunder (i) Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) or (ii) Treasury Regulation Section1.409A-1(b)(9)(iii)(A)(2) or successor regulations. To the extent the amounts otherwise payableduring such six (6) month period under Section (a) exceed the amounts payable under the immediatelypreceding sentence, such excess amounts, together with interest on such amounts from the date ofEmployee’s termination of employment with the Company to the date of payment, shall be paid in asingle sum on the first regular payroll date of the Company immediately following the six (6) monthanniversary of the date of such termination. If the Company reasonably determines that suchtermination is not an “involuntary separation from service” (as defined in Treasury RegulationSection 1.409A-1(n), or a successor regulation), amounts otherwise payable during such six (6)month period immediately following the date of Employee’s termination under Section (a), togetherwith interest on such amounts from the date of Employee’s termination of employment with theCompany to the date of payment, shall be paid in a single sum on the first payroll date of theCompany immediately following the six (6) month anniversary of such termination. For purposes ofthis Section (c), “interest” means the prime rate, as announced from time to time by the Company’sprimary commercial bank 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 fromany of the Company’s current or former clients, (iii) own any interest in any Competing Business(provided, however, Employee may own up to 1% of the outstanding equity interests of any publiclytraded Competing Business); (iv) assist others to open or operate any Competing Business; (v)solicit, recommend or induce any employee of the Company to terminate his or her employment withthe Company; or (vi) solicit, recommend or induce any customers, suppliers or any other person orentity which has a business relationship with the Company to discontinue, reduce or modify suchrelationship.. Employee agrees and acknowledges that the Geographic Area is reasonable in scopeand that the one (1) year period is reasonable in length. Employee has agreed to the foregoingnoncompetition agreement because: (a) Employee recognizes that the Company has a legitimateinterest in protecting the confidentiality of its business secrets (including the ConfidentialInformation), (b) Employee agrees that such noncompetition agreement is not oppressive to Employeenor injurious to the public, and (c) the Company has provided specialized and valuable training andinformation 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.           **SPARTECHCORPORATION**   **EMPLOYEE**             By:                   Name:     Name:               Title:     Title:               
 

 
**EXHIBIT B****SEVERANCE AND NONCOMPETITION AGREEMENT**     **THIS SEVERANCE AND NONCOMPETITION AGREEMENT**(this “Agreement”) is made by and between **SPARTECHCORPORATION**, a Delaware corporation (together with its subsidiaries, the “Company”) and                                        (“Employee”) effective as of the ___ day of                     , 20___.     In consideration of the terms and conditions hereof, and for other good and valuableconsideration, the receipt and sufficiency of which is hereby acknowledged, the Company andEmployee agree as follows:     **1. ****Severance****.**     (a) If Employee’s employment with the Company is terminated by the Company for any reasonother than for Cause, or if Employee’s employment with the Company is terminated by the Company forany reason other than for Cause within 24 months following a Change in Control, or if Employeeterminates his or her employment with the Company for Good Reason, Employee shall be entitled toreceive as a severance payment to be paid in equal installments over the twenty-four monthsfollowing Employee’s termination, and in accordance with the Company’s normal payroll practices, anaggregate amount equal to: (i) twenty-four months’ base salary (or thirty months’ base salary, inthe event the termination results from a Change in Control) at the highest rate paid to Employeeduring the three years prior to Employee’s termination, plus (ii) two times the average annualbonus awarded to Employee for the three fiscal years ended prior to Employee’s termination (or forthe period of Employee’s employment by the Company if less than three years), such bonus to bemultiplied by 2.5 in the event the termination results from a Change in Control; provided, however,in the event the termination occurs during the first fiscal year of Employee’s employment and priorto the award of an annual bonus, the calculation of the bonus portion of the severance paymentunder this subsection 1(a)(ii) shall be based on Employee’s target bonus for the fiscal year inwhich termination occurs. In addition to the foregoing severance payment, Employee shall beentitled to receive during the twenty-four months following Employee’s termination (or thirtymonths, in the event the termination results from a Change in Control) continuing health insurancebenefits at least equal to the benefits received by Employee at the time of termination.     (b) As used herein:     “Cause” means, in each case in the reasonable discretion of the Company’s board of directors(the “Board”): (i) Employee being charged with commission of a crime that constitutes a felony(provided that if following Employee’s termination the charges are dropped or Employee is acquittedthen Employee shall be entitled to the severance payment); (ii) acts of Employee which constitutewillful fraud or dishonesty on the part of Employee in connection with his or her duties; (iii)Employee willfully engaging in conduct materially injurious to the Company or gross misconduct,including but not limited to the willful or grossly negligent failure or refusal of Employee tocomply with the lawful instruction of the Board, after a written demand for compliance is deliveredto Employee by the Board which specifically identifies the manner in which the Board believes thatEmployee has violated this provision; (iv) Employee’s failure, whether or not intentional, to fullycomply with: (a) the Company’s Code of Business Conduct and Ethics for Directors, Officers andEmployees, (b) the Company’s Code of Ethics for Chief Executive Officer and Senior FinancialOfficers; or (c) the Company’s Statement of Policy Regarding Securities Trades by CompanyPersonnel; or (v) Employee’s failure to fully cooperate in good faith with any internal,governmental or regulatory investigation involving or in any way related to the Company or itsoperations. Any act or failure to act based upon authority given pursuant to a resolution dulyadopted by the Board or based on the advice of a senior officer or counsel for the Company shall beconclusively presumed to be done, or omitted to be done, by Employee in good faith and in the bestinterests of the Company.     “Change in Control” means the successful consummation of a transaction resulting in a changein the ownership or effective control of the Company or ownership of a substantial portion of theassets of the Company within the meaning of Section 409A(a)(2)(C)(v) of the Internal Revenue Codeof 1986, as amended, or any successor statute (“Code”).     “Good Reason” means any of the following: (i) one or more reductions of Employee’s base salaryamounting to 10% or more from Employee’s highest previous base salary, provided that any reductionwhich is generally consistent with across-the-board reductions in pay of the Company as a wholeshall not be
 

 
counted for this purpose unless a Change in Control has occurred; (ii) the Company’s requiringEmployee to be based at any office or location greater than 50 miles from the principal executiveoffices of the Company; (iii) after a Change in Control, a relocation of the principal offices ofthe Company more than 50 miles from its present location; or (iv) one or more other actions by theCompany which collectively amount to a constructive discharge of Employee.     (c) If Employee is a “specified employee” (within the meaning of Code Section409A(a)(2)(B)(i)) of the Company at the time of his or her termination of employment with theCompany and if the separation payments under Section (a) are on account of his or her “involuntaryseparation from service” (as defined in Treasury Regulation Section 1.409A-1(n), or a successorregulation), Employee shall receive payments during the six (6) month period immediately followingthe date of such termination as otherwise provided under Section (a) for such six month periodexcept that the total amount of such payments shall not exceed the lesser of the amount specifiedunder (i) Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) or (ii) Treasury Regulation Section1.409A-1(b)(9)(iii)(A)(2) or successor regulations. To the extent the amounts otherwise payableduring such six (6) month period under Section (a) exceed the amounts payable under the immediatelypreceding sentence, such excess amounts, together with interest on such amounts from the date ofEmployee’s termination of employment with the Company to the date of payment, shall be paid in asingle sum on the first regular payroll date of the Company immediately following the six (6) monthanniversary of the date of such termination. If the Company reasonably determines that suchtermination is not an “involuntary separation from service” (as defined in Treasury RegulationSection 1.409A-1(n), or a successor regulation), amounts otherwise payable during such six (6)month period immediately following the date of Employee’s termination under Section (a), togetherwith interest on such amounts from the date of Employee’s termination of employment with theCompany to the date of payment, shall be paid in a single sum on the first payroll date of theCompany immediately following the six (6) month anniversary of such termination. For purposes ofthis Section (c), “interest” means the prime rate, as announced from time to time by the Company’sprimary commercial bank 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 which directly or indirectlycompetes with the Company’s business (a “Competing Business”), (ii) canvass, solicit or accept anybusiness from any of the Company’s current or former clients, (iii) own any interest in anyCompeting Business (provided, however, Employee may own up to 1% of the outstanding equityinterests of any publicly traded Competing Business); (iv) assist others to open or operate anyCompeting Business; (v) solicit, recommend or induce any employee of the Company to terminate hisor her employment with the Company; or (vi) solicit, recommend or induce any customers, suppliersor any other person or entity which has a business relationship with the Company to discontinue,reduce or modify such relationship.. Employee agrees and acknowledges that the Geographic Area isreasonable in scope and that the one (1) year period is reasonable in length. Employee has agreedto the foregoing noncompetition agreement because: (a) Employee recognizes that the Company has alegitimate interest in protecting the confidentiality of its business secrets (including theConfidential Information), (b) Employee agrees that such noncompetition agreement is not oppressiveto Employee nor injurious to the public, and (c) the Company has provided specialized and valuabletraining 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.           **SPARTECHCORPORATION**   **EMPLOYEE**             By:                   Name:     Name:               Title:     Title:               
 

 
**EXHIBIT C****SEVERANCE AND NONCOMPETITION AGREEMENT**     **THIS SEVERANCE AND NONCOMPETITION AGREEMENT**(this “Agreement”) is made by and between **SPARTECHCORPORATION**, a Delaware corporation (together with its subsidiaries, the “Company”) and                                        (“Employee”) effective as of the ___ day of                     , 20___.     In consideration of the terms and conditions hereof, and for other good and valuableconsideration, the receipt and sufficiency of which is hereby acknowledged, the Company andEmployee agree as follows:     **1. ****Severance****.**     (a) If Employee’s employment with the Company is terminated by the Company for any reasonother than for Cause, or if Employee’s employment with the Company is terminated by the Company forany reason other than for Cause within 24 months following a Change in Control, or if Employeeterminates his or her employment with the Company for Good Reason, Employee shall be entitled toreceive as a severance payment to be paid in equal installments over the twelve months followingEmployee’s termination, and in accordance with the Company’s normal payroll practices, an aggregateamount equal to: (i) twelve months’ base salary (or eighteen months’ base salary, in the event thetermination results from a Change in Control) at the highest rate paid to Employee during the threeyears prior to Employee’s termination, plus (ii) the average annual bonus awarded to Employee forthe three fiscal years ended prior to Employee’s termination (or for the period of Employee’semployment by the Company if less than three years); provided, however, in the event thetermination occurs during the first fiscal year of Employee’s employment and prior to the award ofan annual bonus, the calculation of the bonus portion of the severance payment under thissubsection 1(a)(ii) shall be based on Employee’s target bonus for the fiscal year in whichtermination occurs. In addition to the foregoing severance payment, Employee shall be entitled toreceive during the twelve months following Employee’s termination (or eighteen months, in the eventthe termination results from a Change in Control) continuing health insurance benefits at leastequal to the benefits received by Employee at the time of termination.     (b) As used herein:     “Cause” means, in each case in the reasonable discretion of the Company’s board of directors(the “Board”): (i) Employee being charged with commission of a crime that constitutes a felony(provided that if following Employee’s termination the charges are dropped or Employee is acquittedthen Employee shall be entitled to the severance payment); (ii) acts of Employee which constitutewillful fraud or dishonesty on the part of Employee in connection with his or her duties; (iii)Employee willfully engaging in conduct materially injurious to the Company or gross misconduct,including but not limited to the willful or grossly negligent failure or refusal of Employee tocomply with the lawful instruction of the Board or Employee’s supervisor, after a written demandfor compliance is delivered to Employee by the Board or Employee’s supervisor which specificallyidentifies the manner in which the Board or Employee’s supervisor believes that Employee hasviolated this provision; (iv) Employee’s failure, whether or not intentional, to fully comply with:(a) the Company’s Code of Business Conduct and Ethics for Directors, Officers and Employees, (b)the Company’s Code of Ethics for Chief Executive Officer and Senior Financial Officers; or (c) theCompany’s Statement of Policy Regarding Securities Trades by Company Personnel; or (v) Employee’sfailure to fully cooperate in good faith with any internal, governmental or regulatoryinvestigation involving or in any way related to the Company or its operations. Any act or failureto act based upon authority given pursuant to a resolution duly adopted by the Board or based onthe advice of a senior officer or counsel for the Company shall be conclusively presumed to bedone, or omitted to be done, by Employee in good faith and in the best interests of the Company.     “Change in Control” means the successful consummation of a transaction resulting in a changein the ownership or effective control of the Company or ownership of a substantial portion of theassets of the Company within the meaning of Section 409A(a)(2)(C)(v) of the Internal Revenue Codeof 1986, as amended, or any successor statute (“Code”).     “Good Reason” means any of the following: (i) one or more reductions of Employee’s base salaryamounting to 10% or more from Employee’s highest previous base salary, provided that any reductionwhich is generally consistent with across-the-board reductions in pay of the Company as a wholeshall not be
 

 
counted for this purpose unless a Change in Control has occurred; (ii) the Company’s requiringEmployee to be based at any office or location greater than 50 miles from the office of the Companyat which Employee is employed as of the date of this Agreement; (iii) after a Change in Control, arelocation of the office of the Company at which Employee is employed as of the date of thisAgreement more than 50 miles from its present location; or (iv) one or more other actions by theCompany which collectively amount to a constructive discharge of Employee.     (c) If Employee is a “specified employee” (within the meaning of Code Section409A(a)(2)(B)(i)) of the Company at the time of his or her termination of employment with theCompany and if the separation payments under Section (a) are on account of his or her “involuntaryseparation from service” (as defined in Treasury Regulation Section 1.409A-1(n), or a successorregulation), Employee shall receive payments during the six (6) month period immediately followingthe date of such termination as otherwise provided under Section (a) for such six month periodexcept that the total amount of such payments shall not exceed the lesser of the amount specifiedunder (i) Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) or (ii) Treasury Regulation Section1.409A-1(b)(9)(iii)(A)(2) or successor regulations. To the extent the amounts otherwise payableduring such six (6) month period under Section (a) exceed the amounts payable under the immediatelypreceding sentence, such excess amounts, together with interest on such amounts from the date ofEmployee’s termination of employment with the Company to the date of payment, shall be paid in asingle sum on the first regular payroll date of the Company immediately following the six (6) monthanniversary of the date of such termination. If the Company reasonably determines that suchtermination is not an “involuntary separation from service” (as defined in Treasury RegulationSection 1.409A-1(n), or a successor regulation), amounts otherwise payable during such six (6)month period immediately following the date of Employee’s termination under Section (a), togetherwith interest on such amounts from the date of Employee’s termination of employment with theCompany to the date of payment, shall be paid in a single sum on the first payroll date of theCompany immediately following the six (6) month anniversary of such termination. For purposes ofthis Section (c), “interest” means the prime rate, as announced from time to time by the Company’sprimary commercial bank 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, consultwith, be employed by or be connected with any business or activity which directly or indirectlycompetes with the Company’s business (a “Competing Business”), (ii) canvass, solicit or accept anybusiness from any of the Company’s current or former clients, (iii) own any interest in anyCompeting Business (provided, however, Employee may own up to 1% of the outstanding equityinterests of any publicly traded Competing Business); (iv) assist others to open or operate anyCompeting Business; (v) solicit, recommend or induce any employee of the Company to terminate hisor her employment with the Company; or (vi) solicit, recommend or induce any customers, suppliersor any other person or entity which has a business relationship with the Company to discontinue,reduce or modify such relationship.. Employee agrees and acknowledges that the Geographic Area isreasonable in scope and that the one (1) year period is reasonable in length. Employee has agreedto the foregoing noncompetition agreement because: (a) Employee recognizes that the Company has alegitimate interest in protecting the confidentiality of its business secrets (including theConfidential Information), (b) Employee agrees that such noncompetition agreement is not oppressiveto Employee nor injurious to the public, and (c) the Company has provided specialized and valuabletraining 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.           **SPARTECHCORPORATION**   **EMPLOYEE**             By:                   Name:     Name:               Title:     Title: