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Exhibit 10.7
 RESTRICTED STOCK AWARD  (DIRECTOR)
 PURSUANT TO THE SPARTECH CORPORATION
2004 EQUITY COMPENSATION PLAN
 Award No.:
    
    RS(D)-20___-____Award Date:
    
    _________, 20___Director:
    
    ________________________Award Shares:
    
    ____________Vesting Date(s):
    
    ___________, 20___ [For 2007, TBD; for future years,
first trading day in January after the Award Date]
 This Restricted Stock Award Award Company Director Award Date Plan
 Common Stock Award Shares
 Exhibit A Exhibit A
 This Award is void unless it is signed by the Director and returned to the Company by the
60thday after the Award Date.
 SPARTECH CORPORATIONBy:(Name)(Title)   Director:Date Signed:




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EXHIBIT A
 TO
 RESTRICTED STOCK AWARD
 1. Rights of Director with Respect to Award Shares
 2. Certain Restrictions with Respect to Award and Award Shares.
 (a) Non-Transferability of Award .
 (b) Non-Transferability Covenant .
 (i)
    
    Six (6) months after the Grant Date, or(ii)
    
    Until the Director has achieved the minimum ownership of common stock then required
by the Director Stock Ownership Policy adopted by the Board of Directors effective
December 15, 2006, as the same may have from time to time have been amended; provided that
no transfer of Award Shares shall be made which would cause the directors stock ownership
to fall below the minimum required by such Policy.
 (c) Assurance of Compliance
 (i)
    
    Agrees that certificates or accounts for unvested Award Shares may bear a legend or
otherwise be subject to the restrictions imposed by this Award;(ii)
    
    Agrees that the Company may retain custody, either directly or through an agent, of
any unvested Award Shares either in certificate or book entry form at the Companys
option;(iii)
    
    Agrees to execute such stock powers or other documents, if required, as the Company
may require in order to transfer and/or redeliver any unvested Award Shares to the Company
if and when provided by this Award; and(iv)
    
    Irrevocably appoints the Secretary or Assistant Secretary of the Company as the
Directors attorney-in-fact to take any other action necessary to ensure such compliance.
 3. Vesting of Award Shares.
 (a) Vesting Date . vest, Vesting Date(s)




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(b) Acceleration of Vesting Upon Death or Disability .
 (i)
    
    In the case of the Directors death, to or as directed by the person or persons to
whom the Directors rights under this Award shall have passed by will or by the applicable
laws of descent and distribution; or(ii)
    
    In the case of the Directors Disability, to or as directed by the Director or the
Directors personal representative.
 (c) Acceleration of Vesting Upon Change in Control .
 4. Forfeiture of Unvested Award Shares.
 5. Taxes.
 (a) Tax Withholding .
 (i)
    
    May withhold, or cause to be withheld, from the Award Shares otherwise deliverable to
the Director under this Award, a number of such shares having a fair market value on the
applicable Vesting Date sufficient to satisfy its tax withholding obligations at the
minimum statutory rate, and(ii)
    
    May take such other action as may be necessary or appropriate to satisfy any such tax
withholding obligations.
 (b) Valuation for Tax Purposes .
 (c) No Commitment As to Tax Treatment .
 6. Additional Definitions .
 (a)  Change in Control 
 (i)
    
    The occurrence of the Distribution Date as such term is defined in the Rights
Agreement dated as of April 2, 2001 between the Company and Mellon Investor Services LLC;
or




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(ii)
    
    If the Redemption Date or the Final Expiration Date, as such terms are defined in
the aforesaid Rights Agreement, has occurred, the acquisition by any Person of 50% or more
of the combined voting power of all the Companys then outstanding voting securities,
unless prior to such acquisition the Board has approved such acquisition and determined
that it is in the best interests of the Company and its shareholders; or(iii)
    
    The approval by the Board of any merger, consolidation or other transaction
involving the Company, or of any one of a series of related transactions, as a result of
which (A) the Company would not be the surviving corporation, or (B) the holders of the
Companys common stock immediately prior to such transaction would not own at least a
majority of the voting power of the Company immediately after the transaction in
substantially the same relative proportions as they owned the Companys common stock
immediately prior to the transaction, or (C) the Companys common stock would be converted
into cash or other securities of the Company 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 Exchange Act for
20% or more of the Company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 twenty-four month
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 the Company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; or(vi)
    
    The approval by the stockholders of the Company of a plan of complete liquidation of
the Company or an agreement for the sale or disposition by the Company of all or
substantially all the Companys assets.
  (b) Disability
 7. Securities Law Restrictions




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8. Reorganization of the Company; Adjustment of Award Shares
 9. No Guarantee of Service As A Director or Other Contract Right
 10. Amendment and Termination
 11. Severability
 12. Governing Law
 End of Exhibit A