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Exhibit 10.5
 PERFORMANCE SHARE AWARD
 PURSUANT TO THE SPARTECH CORPORATION
2004 EQUITY COMPENSATION PLAN
 Award No.:
    
    PS-20_-________Award Date:
    
    _____________, 20___Participant:
    
    _______________________Performance Shares:
    
    __________Performance Period:
    

__________[Specify, e.g. 2007-2009 for December 2006 Awards]Payment Date:
    
    __________, 20___[First trading day in January after close of Performance
Period  e.g. January 4, 2010 for December 2006 Awards]
 This Performance Share Award Award Company Participant Award Date Plan
 Performance Shares Payment Date Common Stock
 Performance Criteria Exhibit A Exhibit A
 This Award is void unless signed by the Participant and returned to the Company by the
60thday after the Award Date.
 SPARTECH CORPORATIONBy:(Name)(Title)   Participant:Date Signed:




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Performance Criteria for 20_-20__ Performance Period
 Award No. PS-20_-___
 Dated ___________
 [To be specified for each Award or group of Awards]




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EXHIBIT A
 TO
 PERFORMANCE SHARE AWARD
 1. Rights of the Participant with Respect to the Performance Shares.T
 2. Additional Performance Shares.
 3. Nontransferability of Award and Performance Shares .
 4. Conversion of Performance Shares; Issuance of Deferred Shares.
 Committee
 Deferred Shares




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5. Taxes.
 (a) Tax Withholding .
 (i)
    
    May withhold from the Deferred Shares otherwise deliverable to the Participant under
this Award, a number of such shares having a fair market value sufficient to satisfy its
tax withholding obligations at the minimum statutory rate, in which case the calculation
shall be made prior to any rounding pursuant to paragraph 4(b), and/or(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. Termination of Employment .
   7. Additional Definitions .
 (a) Cause
 (i)
    
    Conviction of a misdemeanor involving physical harm, moral turpitude, fraud or
misappropriation, or conviction of any felony; or




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(ii)
    
    Dishonesty or theft materially adversely affecting the Companys assets,
business reputation or standing in the community; or(iii)
    
    Drunkenness or drug abuse in violation of the Company policies or affecting the
Participants performance of his or her usual and customary employment duties or
materially adversely affecting the Companys assets, business reputation or standing
in the community; or(iv)
    
    The failure of the Participant, within ten days after receipt of written notice
thereof from his or her supervisor, to correct, cease or otherwise alter any failure
to comply with the Companys lawful policies or instructions concerning the
Participants employment; or(v)
    
    Any other act or circumstance constituting cause under any applicable
employment contract or collective bargaining agreement, or constituting cause under
common law if the act or circumstance is determined by Spartech Corporations Board
of Directors (the Board) or Chief Executive Officer to have a substantial
likelihood of materially adversely affecting the Companys assets or business, or, if
it is or were to become publicly known, the Companys business reputation or standing
in the community.
  (b) Change in Control




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(c) Disability
 (d) Employment




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(e)  Retirement 
 8. Additional Payment in Certain Events
 9. Securities Law Restrictions
 10. Reorganization of the Company; Adjustment of Deferred Shares
 11. No Guarantee of Employment or Other Contract Right




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12. Amendment and Termination
 13. Severability
 14. Governing Law
 End of Exhibit A