EX-4.3






Exhibit
4.3





     

    

    2008
    INCENTIVE STOCK PLAN

    OF

    MYERS INDUSTRIES, INC.



 



    1. Purpose of the Plan.  This 2008
    Incentive Stock Plan of Myers Industries, Inc. is intended to
    encourage officers, directors and other key employees of, and
    consultants to, the Company and its Subsidiaries to acquire or
    increase their ownership of common stock of the Company on
    reasonable terms. Grants made hereunder are part of the total
    compensation package for such persons and the opportunity so
    provided is intended to foster in participants a strong
    incentive to put forth maximum effort for the long-term success
    and growth of the Company and its Subsidiaries, to encourage
    long-term strategic decision making on the part of participants,
    to aid in retaining individuals who put forth such efforts and
    strategic decision making, and to assist in attracting the best
    available individuals to the Company and its Subsidiaries in the
    future, in each case, for the benefit of the Company’s
    shareholders.



 



    2. Definitions.  When used herein,
    the following terms shall have the meaning set forth below:



 



    2.1 “Award” means an Option, a Restricted Stock
    Award, an SAR, a Stock Unit Award, or a Director Award.



 



    2.2 “Award Agreement” means a written agreement
    in such form as may be, from time to time, hereafter approved by
    the Committee, which shall be duly executed by the Company and
    the Participant and which shall set forth the terms and
    conditions of an Award under the Plan.



 



    2.3 “Board” means the Board of Directors of Myers
    Industries, Inc.



 



    2.4 “Change of Control” means a change in control
    of the Company of a nature that would be required to be reported
    in response to Item 6(e) of Schedule 14A of
    Regulation 14A promulgated under the Exchange Act, whether
    or not the Company is then subject to such reporting
    requirement; provided that, without limitation, a Change in
    Control shall be deemed to have occurred if:



 



    (a) Any “person” (as defined in
    Sections 13(d) and 14(d) of the Exchange Act), other than
    Stephen E. Myers or Mary Myers, becomes the “beneficial
    owner” (as defined in
    Rule 13d-3
    under the Exchange Act), directly or indirectly, of securities
    of the Company representing twenty percent (20%) or more of the
    combined voting power of the Company’s then outstanding
    securities; provided that a Change in Control shall not be
    deemed to occur under this Section 2.4(a) by reason of the
    acquisition of securities by the Company or an employee benefit
    plan (or any trust funding such a plan) maintained by the
    Company;



 



    (b) During any period of one year there shall cease to be a
    majority of the Board comprised of Continuing Directors; or



 



    (c) There occurs (i) a merger or consolidation of the
    Company with any other corporation, other than a merger or
    consolidation which would result in the voting securities of the
    Company outstanding immediately prior thereto continuing to
    represent (either by remaining outstanding or by being converted
    into voting securities of the surviving entity) more than eighty
    percent (80%) of the combined voting power of the voting
    securities of the Company or such surviving entity outstanding
    immediately after such merger or consolidation, or (ii) the
    approval by the stockholders of the Company of a plan of
    complete liquidation of the Company, or (iii) the sale or
    disposition by the Company of more than fifty percent (50%) of
    the Company’s assets. For purposes of this
    Section 2.4(c), a sale of more than fifty percent (50%) of
    the Company’s assets includes a sale of more than fifty
    percent (50%) of the aggregate value of the assets of the
    Company and its Subsidiaries or the sale of stock of one or more
    of the Company’s Subsidiaries with an aggregate value in
    excess of fifty percent (50%) of the aggregate value of the
    Company and its Subsidiaries or any combination of methods by
    which more than fifty percent (50%) of the aggregate value of
    the Company and its Subsidiaries is sold.




    

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    (d) For purposes of this Plan, a “Change of
    Control” will be deemed to occur:



 



    (i) on the day on which a twenty percent (20%) or greater
    ownership interest described in Section 2.4(a) is acquired,
    provided that a subsequent increase in such ownership interest
    after it first equals or exceeds twenty percent (20%) shall not
    be deemed a separate Change of Control;



 



    (ii) on the day on which Continuing Directors cease to be a
    majority of the Board as described in Section 2.4(b);



 



    (iii) on the day of a merger, consolidation or sale of
    assets as described in Section 2.4(c)(i) or
    Section 2.4(c)(iii); or



 



    (iv) on the day of the approval of a plan of complete
    liquidation as described in Section 2.4(c)(ii).



 



    2.5 “Code” means the Internal Revenue Code of
    1986, as in effect at the time of reference, or any successor
    revenue code which may hereafter be adopted in lieu thereof, and
    reference to any specific provisions of the Code shall refer to
    the corresponding provisions of the Code as it may hereafter be
    amended or replaced.



 



    2.6 “Continuing Directors” mean individuals who
    at the beginning of any period (not including any period prior
    to the date of this Agreement) of one year constitute the Board
    and any new Director(s) whose election by the Board or
    nomination for election by the Company’s stockholders was
    approved by a vote of at least a majority of the Directors then
    still in office who either were Directors at the beginning of
    the period or whose election or nomination for election was
    previously so approved.



 



    2.7 “Committee” means the Compensation Committee
    of the Board or any other committee appointed by the Board which
    is invested by the Board with responsibility for the
    administration of the Plan.



 



    2.8 “Company” means Myers Industries, Inc.



 



    2.9 “Director” means a member of the Board who is
    not also an Employee of the Company or any of its Subsidiaries.



 



    2.10 “Director Award” means the grant of an Award
    to a Director pursuant to Section 11.



 



    2.11 “Director Award Agreement” means a written
    agreement in such form as may be, from time to time, hereafter
    approved by the Committee, which shall be duly executed by the
    Company and the Director and which shall set forth the terms and
    conditions of a Director Award under the Plan.



 



    2.12 “Employees” means officers (including
    officers who are members of the Board), and other key employees
    of the Company or any of its Subsidiaries.



 



    2.13 “Exchange Act” means the Securities Exchange
    Act of 1934, as in effect at the time of reference, or any
    successor law which may hereafter be adopted in lieu thereof,
    and any reference to any specific provisions of the Exchange Act
    shall refer to the corresponding provisions of the Exchange Act
    as it may hereafter be amended or replaced.



 



    2.14 “Fair Market Value” means, with respect to
    the Shares, (i) the closing price of the Shares on the
    principal stock exchange on which Shares are then traded or
    admitted to trading on the date on which the value is to be
    determined, or (ii) if no sale takes place on such day on
    any such exchange, the average of the last reported closing bid
    and asked prices on such day as officially quoted on any such
    exchange. If there shall be a public market for the Shares, and
    the foregoing references are unavailable or inapplicable, then
    the Fair Market Value shall be determined on the basis of the
    appropriate substitute public market price indicator as
    determined by the Committee, in its sole discretion.




    

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    2.15 “Incentive Stock Option” means an Option
    intending to meet the requirements and containing the
    limitations and restrictions set forth in Section 422 of
    the Code and designated in the Option Agreement as an Incentive
    Stock Option.



 



    2.16 “Non-Qualified Stock Option” means an Option
    other than an Incentive Stock Option.



 



    2.17 “Option” means the right to purchase the
    number of Shares specified by the Committee at a price and for a
    term fixed by the Committee in accordance with the Plan, and
    subject to such other limitations and restrictions as the Plan
    or the Committee may impose.



 



    2.18 “Option Agreement” means a written agreement
    in such form as may be, from time to time, hereafter approved by
    the Committee, which shall be duly executed by the Company and
    the Participant and which shall set forth the terms and
    conditions of an Option under the Plan.



 



    2.19 “Parent” means any corporation, other than
    the employer corporation, in an unbroken chain of corporations
    ending with the employer corporation if, at the time of the
    granting of the Option, each of the corporations other than the
    employer corporation owns stock possessing fifty percent (50%)
    or more of the total combined voting power of all classes of
    stock in one of the other corporations in such chain.



 



    2.20 “Participants” means Employees and key
    consultants to the Company or any of its Subsidiaries.



 



    2.21 “Performance Goal” means one or more written
    objective goals approved by the Committee and established and
    administered in accordance with Section 162(m) of the Code
    and the regulations thereunder, which performance goal or goals
    are determined based on one or more of the following business
    criteria: (i) increase in the Fair Market Value of the
    Shares, (ii) total stockholder return, (iii) growth in
    revenue, sales, settlements, market share, customer conversion,
    net income, stock price
    and/or
    earnings per share, (iv) return on assets, net assets,
    and/or
    capital, (v) economic value added, (vi) improvements
    in costs
    and/or
    expenses, or (vii) any similar performance measure
    established by the Committee.



 



    2.22 “Plan” means the Company’s 2008
    Incentive Stock Plan, as amended from time to time.



 



    2.23 “Regulation T” means Part 220,
    chapter II, title 12 of the Code of Federal
    Regulations, issued by the Board of Governors of the Federal
    Reserve System pursuant to the Exchange Act, as amended from
    time to time, or any successor regulation which may hereafter be
    adopted in lieu thereof.



 



    2.24 “Restricted Stock Award” means the right to
    receive Shares, but subject to forfeiture
    and/or other
    restrictions as set forth in the related Restricted Stock Award
    Agreement.



 



    2.25 “Restricted Stock Award Agreement” means a
    written agreement in such form as may be, from time to time,
    hereafter approved by the Committee, which shall be duly
    executed by the Company and the Participant and which shall set
    forth the terms and conditions of a Restricted Stock Award under
    the Plan.



 



    2.26 “Rule 16b-3”
    means
    Rule 16b-3
    of the General Rules and Regulations of the Exchange Act, as in
    effect at the time of reference, or any successor rules or
    regulations which may hereafter be adopted in lieu thereof, and
    any reference to any specific provisions of
    Rule 16b-3
    shall refer to the corresponding provisions of Rule
    16b-3 as it
    may hereafter be amended or replaced.



 



    2.27 “SAR” means a stock appreciation right,
    which is a right to receive an amount in cash, or Shares, or a
    combination thereof, as determined or approved by the Committee,
    no greater than the excess, if any, of (i) the Fair Market
    Value of a Share on the date the SAR is exercised, over
    (ii) the SAR Base Price.



 



    2.28 “SAR Base Price” means the Fair Market Value
    of a Share on the date an SAR was granted, or if the SAR was
    granted in tandem with an Option (whether or not the Option was
    granted on a




    

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    different date than the SAR), in the discretion of the
    Committee, the option price of a Share subject to the Option.



 



    2.29 “Shares” means shares of the Company’s
    common stock, no par value, or, if by reason of the adjustment
    provisions contained herein, any rights under an Award under the
    Plan pertain to any other security, such other security.



 



    2.30 “Stock Unit” means a bookkeeping entry
    representing an equivalent of one Share, as awarded under the
    Plan.



 



    2.31 “Stock Unit Award Agreement” means a written
    agreement in such form as may be, from time to time, hereafter
    approved by the Committee, which shall be duly executed by the
    Company and the Participant and which shall set forth the terms
    and conditions of a grant of Stock Units.



 



    2.32 “Subsidiary” or “Subsidiaries”
    means any corporation or corporations other than the employer
    corporation in an unbroken chain of corporations beginning with
    the employer corporation if each of the corporations other than
    the last corporation in the unbroken chain owns stock possessing
    fifty percent (50%) or more of the total combined voting power
    of all classes of stock in one of the other corporations in such
    chain.



 



    2.33 “Successor” means the (i) legal
    representative of the estate of a deceased Participant,
    (ii) the person or persons who shall acquire the right to
    exercise or receive an Award by bequest or inheritance or by
    reason of the death of the Participant, or (iii) the
    beneficiary or beneficiaries designated by the Participant for
    any Option granted to the Participant that is outstanding at the
    time of his death.



 



    2.34 “Term” means the period during which a
    particular Award may be exercised.



 



    3. Shares Subject to the
    Plan.  There will be reserved for use, upon
    the issuance, vesting or exercise of Awards to be granted from
    time to time under the Plan to Participants, an aggregate of
    Three Million (3,000,000) Shares, subject to adjustment as set
    forth in Section 15 of the Plan, which Shares may be, in
    whole or in part, as the Board shall from time to time
    determine, authorized but unissued Shares, or issued Shares
    which shall have been reacquired by the Company. Any Shares
    subject to issuance upon exercise of Options or SAR by
    Participants but which are not issued because of a surrender,
    lapse, expiration or termination of any such Option or SAR prior
    to issuance of the Shares shall once again be available for
    issuance in satisfaction of Awards. Similarly, any Shares issued
    to a Participant pursuant to a Restricted Stock Award, or with
    respect to which a Stock Unit relates, which are subsequently
    forfeited pursuant to the terms of the related Award Agreement
    shall once again be available for issuance in satisfaction of
    Awards.



 



    4. Administration of the Plan.  The
    Committee shall be invested with the responsibility for the
    administration of the Plan. The Committee shall consist of not
    less than two (2) outside directors as defined in Treasury
    Regulation 1.162-27
    who shall also qualify as disinterested directors within the
    meaning of
    Rule 16b-3;
    provided, however, that the failure to satisfy the foregoing
    requirement shall not affect the validity of any Awards granted
    under the Plan. Subject to the provisions of the Plan, the
    Committee shall have full authority, in its discretion, to
    determine the Participants to whom Awards shall be granted, the
    number of Shares to be covered by each of the Awards, and the
    terms of any such Award; to amend or cancel Awards (subject to
    Section 20 of the Plan); to accelerate the vesting of
    Awards; to require the cancellation or surrender of any
    previously granted Options or other Awards under this Plan or
    any other plans of the Company as a condition to the granting of
    an Award; to interpret the Plan; to prescribe, amend and rescind
    rules and regulations relating to the Plan; and generally to
    interpret and determine any and all matters whatsoever relating
    to the administration of the Plan and the granting of Awards
    hereunder. All decisions or interpretations made by the
    Committee with regard to any question arising under the Plan or
    any Awards granted pursuant to the Plan shall be binding and
    conclusive on the Company and the recipients of Awards. Except
    as otherwise provided in the Company’s Compensation
    Committee Charter, (i) Committee members shall be
    recommended by the Company’s Corporate Governance and
    Nominating Committee, and appointed by the Board at its annual
    organizational meeting; (ii) members shall serve until
    their successors shall be duly appointed; and (iii) the
    Committee’s chair shall be designated by the full




    

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    Board or, if it does not do so, the Committee members shall
    elect a chair by vote of a majority of the full Committee. The
    Committee shall hold its meetings at such times and places as it
    shall deem advisable. A majority of its members shall constitute
    a quorum. Any action of the Committee may be taken by a written
    instrument signed by all of the members, and any action so taken
    shall be fully as effective as if it had been taken by a vote of
    a majority of the members at a meeting duly called and held. The
    Committee shall make such rules and regulations for the conduct
    of its business as it shall deem advisable and which are
    consistent with the scope of the Company’s Compensation
    Committee Charter as in effect from time to time. No member of
    the Committee shall be liable, in the absence of bad faith, for
    any act or omission with respect to his service on the Committee.



 



    5. Participants to Whom Awards May Be
    Granted.  Awards may be granted in each
    calendar year or portion thereof while the Plan is in effect to
    such of the Participants as the Committee, in its discretion,
    shall determine; provided, however, that no Incentive Stock
    Options may be granted to a Participant who is not an Employee.
    In determining the Participants to whom Awards shall be granted
    and the number of Shares to be subject to issuance or subject to
    purchase under such Awards, the Committee shall take into
    account the duties of the respective Participants, their present
    and potential contributions to the success of the Company and
    its Subsidiaries, and such other factors as the Committee shall
    deem relevant in connection with accomplishing the purposes of
    the Plan. Notwithstanding anything to the contrary herein, no
    Participant shall receive Awards to acquire more than One
    Million (1,000,000) Shares in any one calendar year.



 


			
	 	    6. 
	
    Options.




 



    6.1 Types of Options.  Options
    granted under the Plan may be (i) Incentive Stock Options,
    (ii) Non-Qualified Stock Options, or (iii) a
    combination of the foregoing. The Option Agreement shall
    designate whether an Option is an Incentive Stock Option or a
    Non-Qualified Stock Option and separate Option Agreements shall
    be issued for each type of Option when a combination of an
    Incentive Stock Option and a Non-Qualified Stock Option are
    granted on the same date to the same Participant. Any Option
    which is designated as a Non-Qualified Stock Option shall not be
    treated by the Company or the Participant to whom the Option is
    granted as an Incentive Stock Option for federal income tax
    purposes.



 



    6.2 Option Price.  The option price
    per share of any Option granted under the Plan shall not be less
    than the Fair Market Value of the Shares covered by the Option
    on the date the Option is granted. Notwithstanding anything
    herein to the contrary, in the event an Incentive Stock Option
    is granted to an Employee who, at the time such Incentive Stock
    Option is granted, owns, as defined in Section 424 of the
    Code, stock possessing more than ten percent (10%) of the total
    combined voting power of all classes of stock of:



 



    (i) the Company; or



 



    (ii) if applicable, a Subsidiary; or



 



    (iii) if applicable, a Parent,



 



    then the option price per share of any Incentive Stock Option
    granted to such Employee shall not be less than one hundred ten
    percent (110%) of the Fair Market Value of the Shares covered by
    the Option on the date the Option is granted.



 



    6.3 Terms of Options.  Options
    granted hereunder shall be exercisable for a Term of not more
    than ten (10) years from the date of grant thereof, but
    shall be subject to earlier termination as hereinafter provided.
    Each Option Agreement issued hereunder shall specify the term of
    the Option, which term shall be determined by the Committee in
    accordance with its discretionary authority hereunder.
    Notwithstanding anything herein to the contrary, in the event an
    Incentive Stock Option is granted to an Employee who, at the
    time such Incentive Stock Option is granted, owns, as defined in
    Section 424 of the Code, stock possessing more than ten
    percent (10%) of the total combined voting power of all classes
    of stock of:



 



    (i) the Company; or



 



    (ii) if applicable, a Subsidiary; or (iii) if
    applicable, a Parent,




    

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    then such Incentive Stock Option shall not be exercisable more
    than five (5) years from the date of grant thereof, but
    shall be subject to earlier termination as hereinafter provided.



 



    6.4 Other Terms and Conditions of
    Options.  Each Option or each Option Agreement
    setting forth an Option shall contain such other terms and
    conditions (e.g., vesting conditions) not inconsistent herewith
    as shall be approved by the Committee.



 



    7. Limit on Fair Market Value of Incentive Stock
    Options.  No Employee may be granted an
    Incentive Stock Option hereunder to the extent that the
    aggregate fair market value (such fair market value being
    determined as of the date of grant of the option in question) of
    the stock with respect to which incentive stock options are
    first exercisable by such Employee during any calendar year
    (under all such plans of the Employee’s employer
    corporation, its Parent, if any, and its Subsidiaries, if any)
    exceeds One Hundred Thousand Dollars ($100,000). For purposes of
    the preceding sentence, Options shall be taken into account in
    the order in which they were granted. Any Option granted under
    the Plan which is intended to be an Incentive Stock Option, but
    which exceeds the limitation set forth in this Section 7,
    shall be a Non-Qualified Stock Option.



 



    8. Restricted Stock
    Awards.  Restricted Stock Awards granted under
    the Plan shall be subject to such terms and conditions as
    Committee may, in its discretion, determine and set forth in the
    related Restricted Stock Award Agreements. Restricted Stock
    Awards shall be granted to Participants in accordance with, and
    subject to, the provisions set forth below.



 



    8.1 Issuance of Shares.  Each
    Restricted Stock Award shall be evidenced by a Restricted Stock
    Award Agreement that shall set forth the number of Shares
    issuable under the Restricted Stock Award. Subject to the
    restrictions in Section 8.3 of the Plan, and subject
    further to such other restrictions or conditions established by
    the Committee, in its discretion, and set forth in the related
    Restricted Stock Award Agreement, the number of Shares granted
    under a Restricted Stock Award shall be issued in the recipient
    Participant’s name on the date of grant of such Restricted
    Stock Award or as soon as reasonably practicable thereafter.



 



    8.2 Rights of Recipient
    Participants.  Shares received pursuant to
    Restricted Stock Awards shall be duly issued or transferred to
    the Participant, and a certificate or certificates for such
    Shares shall be issued in the Participant’s name. Subject
    to the restrictions in Section 8.3 of the Plan, and subject
    further to such other restrictions or conditions established by
    the Committee, in its discretion, and set forth in the related
    Restricted Stock Award Agreement, the Participant shall
    thereupon be a stockholder with respect to all the Shares
    represented by such certificate or certificates and shall have
    all the rights of a stockholder with respect to such Shares,
    including the right to vote such Shares and to receive dividends
    and other distributions paid with respect to such Shares;
    provided, however, that dividends on any Shares subject to a
    Restricted Stock Award that have not previously vested may be
    paid directly to the Participant, withheld by the Company
    subject to the vesting of such Shares, or reinvested in
    additional Shares subject to a Restricted Stock Award with
    similar vesting provisions as determined by the Committee in its
    discretion In furtherance of the restrictions in
    Section 8.3 of the Plan and in the related Restricted Stock
    Award Agreement, the certificate or certificates for Shares
    awarded hereunder, together with a suitably executed stock power
    signed by such recipient Participant, shall be held by the
    Company in its control for the account of such Participant
    (i) until the restrictions in Section 8.3 of the Plan
    and in the related Restricted Stock Award Agreement lapse
    pursuant to the Plan or the Restricted Stock Award Agreement, at
    which time a certificate for the appropriate number of Shares
    (free of all restrictions imposed by the Plan or the Restricted
    Stock Award Agreement) shall be delivered to the Participant, or
    (ii) until such Shares are forfeited to the Company and
    cancelled as provided by the Plan or the Restricted Stock Award
    Agreement.



 



    8.3 Restrictions.  Except as
    otherwise determined by the Committee, in its sole discretion,
    and set forth in a Restricted Stock Award Agreement, each Share
    issued pursuant to a Restricted Stock Award Agreement shall be
    subject, in addition to any other restrictions set forth in the
    related Restricted Stock




    

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    Award Agreement, to the following restrictions until such
    restrictions have lapsed pursuant to Section 8.4 of the
    Plan:



 



    (a) Disposition.  The Shares
    awarded to a Participant and held by the Company pursuant to
    Section 8.2 of the Plan, and the right to vote such Shares
    or receive dividends on such Shares, may not be sold, exchanged,
    transferred, pledged, hypothecated or otherwise disposed of;
    provided, however, that such Shares may be transferred upon the
    death of the Participant to the Participant’s Successor.
    Any transfer or purported transfer of such Shares in violation
    of the restrictions outlined in this Section 8.3 shall be
    null and void and shall result in the forfeiture of the Shares
    transferred or purportedly transferred to the Company without
    notice and without consideration.



 



    (b) Forfeiture.  The Shares awarded
    to a Participant and held by the Company pursuant to
    Section 8.2 of the Plan shall be forfeited to the Company
    without notice and without consideration therefor immediately
    upon the complete termination of the Participant’s
    employment with the Company and its Subsidiaries for any reason
    whatsoever and at such other times as may be set forth in a
    Restricted Stock Award Agreement.



 



    8.4 Lapse of Restrictions.  The
    restrictions set forth in Section 8.3 of the Plan on Shares
    issued under a Restricted Stock Award shall lapse upon either
    the passage of time or the achievement of one or more
    Performance Goals and on such terms as the Committee, in its
    sole discretion, shall determine and set forth in the related
    Restricted Stock Award Agreement, and certificates for the
    Shares held for the account of the Participant in accordance
    with Section 8.2 of the Plan hereof shall be appropriately
    distributed to the Participant as soon as reasonably practical
    thereafter. In granting any Restricted Stock Award which is
    intended to qualify under Section 162(m) of the Code and
    the regulations thereunder, the Committee shall follow any
    procedures determined by the Committee from time to time to be
    necessary or appropriate to ensure the qualification of such
    Restricted Stock Award under Section 162(m) of the Code and
    the regulations thereunder.



 


			
	 	    9. 
	
    Stock Appreciation Rights.




 



    9.1 Grant of SAR.  The Committee,
    in its discretion, may grant a Participant (i) an SAR on a
    stand alone basis (i.e., independent of an Option), or
    (ii) an SAR in tandem with an Option. The Committee, in its
    discretion, may grant an SAR in tandem with an Option either at
    the time the Option is granted or at any time after the Option
    is granted, so long as the grant of the SAR is made during the
    period in which grants of SARs may be made under the Plan. The
    Committee, in its discretion, may grant an SAR in tandem with an
    Option which is exercisable either in lieu of, or in addition
    to, the exercise of the related Option.



 



    9.2 Limitations on Exercise.  Each
    SAR granted in tandem with an Option shall be exercisable to the
    extent, and only to the extent, that the related Option is
    exercisable and shall be for such Term as the Committee may
    determine (which Term, which is not to exceed ten
    (10) years, may expire prior to the Term of the related
    Option). Each SAR granted on a stand alone basis shall be
    exercisable to the extent, and for such Term, as the Committee
    may determine. The SARs shall be subject to such other terms and
    conditions as the Committee, in its discretion, shall determine,
    which are not otherwise inconsistent with the Plan. The terms
    and conditions may include Committee approval of the exercise of
    the SAR, limitations on the time within which and the extent to
    which such SAR shall be exercisable, limitations, if any, on the
    amount of appreciation in value which may be recognized with
    regard to such SAR, and specification of what portion, if any,
    of the amount payable to the Employee upon exercise of such SAR
    shall be payable in cash and what portion, if any, shall be
    payable in Shares. If, and to the extent, that Shares are issued
    in satisfaction of amounts payable on exercise of an SAR, the
    Shares shall be valued at their Fair Market Value on the date of
    exercise.



 



    9.3 SARs in Tandem with Incentive Stock
    Options.  With respect to SARs granted in
    tandem with Incentive Stock Options, the following shall apply:



 



    (a) No SAR shall be exercisable unless the Fair Market
    Value of the Shares on the date of exercise exceeds the option
    price of the related Incentive Stock Option.




    

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    (b) In no event shall any amounts paid pursuant to the SAR
    exceed the difference between the Fair Market Value of the
    Shares on the date of exercise and the option price of the
    related Incentive Stock Option.



 



    9.4 Surrender of Option or SAR Granted in
    Tandem.  If the Award Agreement related to the
    grant of an SAR in tandem with an Option provides that the SAR
    can only be exercised in lieu of the related Option, then, upon
    exercise of such SAR, the related Option or portion thereof with
    respect to which such SAR is exercised shall be deemed
    surrendered and shall not thereafter be exercisable and,
    similarly, upon exercise of the



 



    Option, the related SAR or portion thereof with respect to which
    such Option is exercised shall be deemed surrendered and shall
    not thereafter be exercisable. If the Award Agreement related to
    the grant of an SAR in tandem with an Option provides that the
    SAR can be exercised in addition to the related Option, then,
    upon exercise of such SAR, the related Option or portion thereof
    with respect to which such SAR is exercised shall not be deemed
    surrendered and shall continue to be exercisable and, similarly,
    upon exercise of the Option, the related SAR or portion thereof
    with respect to which such Option is exercised shall not be
    deemed surrendered and shall continued to be exercisable.



 



    10. Stock Units.  Awards of Stock
    Units granted under the Plan shall be subject to such terms and
    conditions as the Committee may, in its discretion, determine
    and set forth in the related Stock Unit Award Agreements.



 



    10.1 Number of Shares.  Each Stock
    Unit Award Agreement shall set forth the number of Shares
    subject to such Award.



 



    10.2 Rights of Participant.  A
    Participant awarded Stock Units pursuant to the terms of this
    Plan shall not be deemed to be the beneficial owner of Shares
    underlying the Stock Units. Each Stock Unit shall represent the
    right of the Participant to receive an amount equal to the Fair
    Market Value of a Share on the date of the payment of such Stock
    Unit. A holder of Stock Units shall have no rights other than
    those of a general creditor of the Company. Stock Units
    represent an unfunded and unsecured obligation of the Company,
    subject to the terms and conditions of the applicable Stock Unit
    Award Agreement.



 



    10.3 Terms of the Stock
    Units.  Each Stock Unit Award Agreement
    granting one or more Stock Units shall contain such other terms
    and conditions not inconsistent herewith as shall be approved by
    the Committee, and may vest based on the passage of time or the
    achievement of one or more Performance Goals.



 



    10.4 Payment of Stock
    Units.  Payments made with respect to Stock
    Units may be made in the form of cash, Shares or any combination
    of both and at such time as determined by the Committee at the
    time of the grant of the Stock Units.



 



    11. Director Awards.  Each
    Director, who is a Director as of the date of the annual meeting
    of the Board with respect to any given year (such date, the
    “Meeting Date”) and has been a Director for the entire
    period since the annual meeting of shareholders of Myers held in
    the immediately preceding calendar year, shall be granted a
    Director Award of 1,000 Shares (or such higher number of
    Shares, not to exceed 3,000 Shares, as recommended by the
    Committee based on an annual review of the total Board
    compensation package and approved by the full Board) as of such
    Meeting Date without further action by the Committee. Each
    Director Award shall be evidenced by a Director Award Agreement.
    The number of Shares granted under a Director Award shall be
    issued in the recipient Director’s name on the date of
    grant of such Director Award or as soon as reasonably
    practicable thereafter. Shares received pursuant to Director
    Awards shall be duly issued or transferred to the Director, and
    a certificate or certificates for such Shares shall be issued in
    the Director’s name. A recipient Director shall thereupon
    be a stockholder with respect to all the Shares represented by
    such certificate or certificates and shall have all the rights
    of a stockholder with respect to such Shares, including the
    right to vote such Shares and to receive dividends and other
    distributions paid with respect to such Shares.




    

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    12. Date of Grant.  The date of
    grant of an Award granted hereunder shall be the date on which
    the Committee acts in granting the Award or, if later, such
    other date as the Committee shall specify.



 


			
	 	    13. 
	
    Exercise of Rights Under Awards.




 



    13.1 Notice of Exercise.  A
    Participant entitled to exercise an Award may do so by delivery
    of a written notice to that effect specifying the number of
    Shares or SARs with respect to which the Award is being
    exercised and any other information the Committee may prescribe.
    The notice shall be accompanied by payment in full of the
    purchase price of any Shares to be purchased, which payment may
    be made in cash or, with the Committee’s approval in Shares
    that have been held free and clear of all liens and encumbrances
    for at least six (6) months valued at Fair Market Value at
    the time of exercise or a combination thereof. No Shares shall
    be issued upon exercise of an Option until full payment has been
    made therefor. All notices or requests provided for herein shall
    be delivered to the Chief Financial Officer of the Company, or
    such other person as the Committee shall designate.



 



    13.2 Cashless Exercise
    Procedures.  The Company, in its sole
    discretion, may establish procedures whereby a Participant,
    subject to the requirements of
    Rule 16b-3,
    Regulation T, federal income tax laws, and other federal,
    state and local tax and securities laws, can exercise an Option
    or a portion thereof without making a direct payment of the
    option price to the Company; provided, however, that these
    cashless exercise procedures shall not apply to Incentive Stock
    Options which are outstanding on the date the Company
    establishes such procedures unless the application of such
    procedures to such Options is permitted pursuant to the Code and
    the regulations thereunder without affecting the Options’
    qualification under Code Section 422 as Incentive Stock
    Options. If the Company so elects to establish a cashless
    exercise program, the Company shall determine, in its sole
    discretion, and from time to time, such administrative
    procedures and policies as it deems appropriate and such
    procedures and policies shall be binding on any Participant
    wishing to utilize the cashless exercise program.



 



    13.3 Rights of Award
    Holder.  Except as set forth in Section 8
    and Section 11 of the Plan, the holder of an Award shall
    not have any of the rights of a stockholder with respect to the
    Shares subject to purchase or receipt under his Award, except to
    the extent that one or more certificates for such Shares shall
    be delivered to him upon the due exercise or grant of the Award.



 



    14. Nontransferability of
    Awards.  An Award shall not be transferable,
    other than: (a) by will or the laws of descent and
    distribution, and an Award may be exercised, during the lifetime
    of the holder of the Award, only by the holder or in the event
    of death, the holder’s Successor, or in the event of
    disability, the holder’s personal representative, or
    (b) pursuant to a qualified domestic relation order, as
    defined in the Code or the Employee Retirement Income Security
    Act (ERISA) or the rules thereunder; provided, however, that an
    Incentive Stock Option may not be transferred pursuant to a
    qualified domestic relations order unless such transfer is
    otherwise permitted pursuant to the Code and the regulations
    thereunder without affecting the Option’s qualification
    under Code Section 422 as an Incentive Stock Option.



 



    15. Adjustments Upon Changes in
    Capitalization.  In the event of changes in
    all of the outstanding Shares by reason of stock dividends,
    stock splits, recapitalizations, mergers, consolidations,
    combinations, or exchanges of shares, separations,
    reorganizations or liquidations, or similar events, or in the
    event of extraordinary cash or non-cash dividends being declared
    with respect to the Shares, or similar transactions or events,
    the number and class of Shares available under the Plan in the
    aggregate, the number and class of Shares subject to Awards
    theretofore granted, applicable purchase prices and all other
    applicable provisions, shall, subject to the provisions of the
    Plan, be equitably adjusted by the Committee (which adjustment
    may, but need not, include payment to the holder of an Option or
    SAR, in cash or in shares, in an amount equal to the difference
    between the price at which such Award may be exercised and the
    then current Fair Market Value of the Shares subject to such
    Option as equitably determined by the Committee) in order to
    prevent the diminution or enlargement of benefits thereunder.
    The foregoing adjustment and the manner of application of the
    foregoing provisions shall be determined by the Committee, in
    its sole discretion; provided, however, that to the extent
    applicable, any adjustment to an Incentive Stock Option shall be
    made in a manner consistent with Section 424 of the Code.
    Any such




    

17








 







    adjustment may provide for the elimination of any fractional
    share which might otherwise become subject to an Award.



 



    16. Change in
    Control.  Notwithstanding anything to the
    contrary in the Plan or any Award Agreement, in the case of a
    Change of Control, the Committee may, in its sole discretion,
    determine, on a case by case basis, that each Award granted
    under the Plan shall terminate upon the later of (i) the
    thirtieth (30th) day after the Award holder receives written
    notice from the Company of its intention to terminate the Award,
    or (ii) the consummation of such Change of Control, but, in
    the event of any such termination, an Option or SAR holder shall
    have the right, conditioned upon the consummation of such Change
    of Control and subject to any limitation on the exercise of such
    Option or SAR in effect on the date of exercise, to exercise
    such Option or SAR, prior to its termination, as to the portion
    of the Option or SAR with respect to which the holder’s
    right to exercise the Option or SAR had previously vested as of
    the termination date.



 



    17. Forms of Awards.  Nothing
    contained in the Plan nor any resolution adopted or to be
    adopted by the Board, the Committee or by the stockholders of
    the Company shall constitute the granting of any Award. An Award
    shall be granted hereunder only by action taken by the Committee
    in granting an Award. Whenever the Committee shall designate a
    Participant or Director for the receipt of an Award, the
    President of the Company, or such other person as the Committee
    shall designate, shall forthwith send notice thereof to the
    Participant or Director, in such form as the Committee shall
    approve, stating the number of Shares subject to the Award, its
    Term, and the other terms and conditions thereof. The notice
    shall be accompanied by an Award Agreement in such form as may
    from time to time hereafter be approved by the Committee, which
    shall have been duly executed by or on behalf of the Company. If
    the surrender of previously issued Awards is made a condition of
    the grant, the notice shall set forth the pertinent details of
    such condition. Execution by the Participant or Director to whom
    such Award is granted of an Award Agreement in accordance with
    the provisions set forth in this Plan shall be a condition
    precedent to the exercise or grant of any Award.



 



    18. Taxes.



 



    18.1 Right to Withhold Required
    Taxes.  The Company shall have the right to
    require a person entitled to receive Shares pursuant to receipt,
    vesting or exercise of an Award under the Plan to pay the
    Company the amount of any taxes which the Company is or will be
    required to withhold with respect to such Shares before the
    certificate for such Shares is delivered pursuant to the Award.
    Furthermore, the Company may elect to deduct such taxes from any
    other amounts then payable in cash or in shares or from any
    other amounts payable any time thereafter to the Participant. If
    an Employee disposes of Shares acquired pursuant to an Incentive
    Stock Option in any transaction considered to be a disqualifying
    transaction under Sections 421 and 422 of the Code, the
    Employee shall notify the Company of such transfer and the
    Company shall have the right to deduct any taxes required by law
    to be withheld from any amounts otherwise payable then or at any
    time thereafter to the Employee.



 



    18.2 Election to Withhold
    Shares.  Subject to Committee approval, a
    Participant or Director may elect to satisfy his tax liability
    with respect to the exercise of an Option or the receipt or
    vesting of a Restricted Stock Award or Director Award by having
    the Company withhold Shares otherwise issuable upon exercise of
    the Option or deliverable upon the grant or vesting of the
    Restricted Stock Award or Director Award; provided, however,
    that if a Participant or Director is subject to
    Section 16(b) of the Exchange Act, such election must
    satisfy the requirements of
    Rule 16b-3.



 



    19. Termination of the Plan.  The
    Plan shall terminate ten (10) years from the date hereof,
    and an Award shall not be granted under the Plan after that date
    although the terms of any Awards may be amended at any date
    prior to the end of its Term in accordance with the Plan. Any
    Awards outstanding at the time of termination of the Plan shall
    continue in full force and effect according to the terms and
    conditions of the Award and this Plan.



 



    20. Amendment of the Plan.  The
    Plan may be amended at any time and from time to time by the
    Board, but no amendment without the approval of the stockholders
    of the Company shall be made if stockholder approval under
    Section 422 of the Code (or any successor provision) or
    Rule 16b-3
    or




    

18








 






    Section 162(m) of the Code (if the Company is subject to
    the Exchange Act at the time of such amendment) would be
    required. Notwithstanding the discretionary authority granted to
    the Committee in Section 4 of the Plan, no amendment of the
    Plan or any Award granted under the Plan shall impair any of the
    rights of any holder, without such holder’s consent, under
    any Award theretofore granted under the Plan.



 



    21. Delivery of Shares on
    Exercise.  Delivery of certificates for Shares
    pursuant to the grant or exercise of an Award may be postponed
    by the Company for such period as may be required for it with
    reasonable diligence to comply with any applicable requirements
    of any federal, state or local law or regulation or any
    administrative or quasi-administrative requirement applicable to
    the sale, issuance, distribution or delivery of such Shares. The
    Committee may, in its sole discretion, require a Participant to
    furnish the Company with appropriate representations and a
    written investment letter prior to the receipt or exercise of an
    Award or the delivery of any Shares pursuant to an Award.



 



    22. Fees and Costs.  The Company
    shall pay all original issue taxes on the grant or exercise of
    any Award granted under the Plan and all other fees and expenses
    necessarily incurred by the Company in connection therewith.



 



    23. Effectiveness of the Plan.  The
    Plan became effective when approved by the Board on
    October 3, 2008. The Plan was subsequently amended and
    restated by the Board on March 6, 2009. The Plan shall be
    submitted to the Company’s shareholders for approval and
    unless the Plan is approved either (i) by the affirmative
    votes of the holders of shares having a majority of the voting
    power of all shares represented at a meeting duly held in
    accordance with Ohio law within twelve (12) months after
    being approved by the Board, or (ii) by a written consent
    of shareholders in accordance with Ohio law within twelve
    (12) months after being approved by the Board, the Plan and
    all Awards made under the Plan shall be void and of no force and
    effect.



 



    24. Other Provisions.  As used in
    the Plan, and in Awards and other documents prepared in
    implementation of the Plan, references to the masculine pronoun
    shall be deemed to refer to the feminine or neuter, and
    references in the singular or the plural shall refer to the
    plural or the singular, as the identity of the person or persons
    or entity or entities being referred to may require. The
    captions used in the Plan and in such Awards and other documents
    prepared in implementation of the Plan are for convenience only
    and shall not affect the meaning of any provision hereof or
    thereof.



 



    25. Effect on Employment.  Neither
    the adoption of this Plan, its operation, nor any of the Award
    Agreements or other documents described or referred to in the
    Plan shall confer upon any person any right to continue in the
    employ or service of the Company or any of its Subsidiaries or
    in any way affect any right or power of the Company or any of
    its Subsidiaries to terminate the employment or service of any
    person at any time for any reason whatsoever.



 



    26. International Participants.  To
    the extent that the Committee determines, in its sole
    discretion, to comply with foreign laws or practices and to
    further the purpose of the Plan, the Committee may, amend the
    terms of the Plan or Awards in order to conform with the
    requirements of such foreign laws or practices.



 



    27. Compliance with Section 409A of the
    Code.  The Plan is intended to comply with
    Section 409A of the Code and the regulations thereunder, to
    the extent applicable. Notwithstanding any provision of the Plan
    to the contrary, the Plan shall be interpreted, operated and
    administered consistent with this intent. In that regard, and
    notwithstanding any provision of the Plan to the contrary, the
    Company reserves the right to amend the Plan or any Award
    granted under the Plan, by action of the Committee, without the
    consent of the any affected Participant or Director, to the
    extent deemed necessary or appropriate for purposes of
    maintaining compliance with Section 409A of the Code and
    the regulations thereunder.



 



    28. Ohio Law to Govern.  This Plan
    shall be governed by and construed in accordance with the laws
    of the State of Ohio.




    

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