EXHIBIT EX 10(F)
THIRD AMENDMENT TO
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
OF XXXXXXX X. XXXXXXXX
This Third Amendment to the Amended and Restated Employment Agreement of
Xxxxxxx X. Xxxxxxxx is enterd into as of the 1st day of July, 1996, by and
between SPARTECH CORPORATION, a Deleware Corporation ("Employer") and XXXXXXX
X. XXXXXXXX ("Employee").
WITNESSETH:
WHERAS, Employer and Employee desire to amend the Restated Agreement as
provided herein;
NOW, THEREFORE, for and in consideration of the mututal premises set forth
herein and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, Employer and Employee hereby agree that the
Restated Agreement is hereby amended as follows:
1. Compensation. The first sentence of subparagraph (a) of Section 2 of
the Restated Agreement is amended to read in its entirety as follows:
"(a) Subject to annual review (without obligation to increase) for
cost of living and/or merit and other increases at the Board's
discretion, Employer agrees to compensate Employee at a fixed rate of
$360,000 annually ("Base Salary"), such Base Salary to be paid in equal
weekly installments."
2. Reaffirmation of Restated Agreement. Except to the extent amended by
the preceding paragraphs, the Restated Agreement, as previously amended, shall
remain in full force and effect.
IN WITNESS WHEREOF, the parties have duly executed this Amendment to the
Restated Agreement on the day and year first above written.
SPARTECH CORPORATION
By: /s/Xxxxx X. Xxxxxxx /s/Xxxxxxx X. Xxxxxxxx
Xxxxxxx X. Xxxxxxxx
"Employer" "Employee"
EXHIBIT 10(G)
THIRD AMENDMENT TO
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
OF XXXXX X. XXXXXXX
This Third Amendment to the Amended and Restated Employment Agreement of
Xxxxx X. Xxxxxxx is entered into as of the 1st day of July, 1996, by and
between SPARTECH CORPORATION, a Deleware Corporation ("Employer") and Xxxxx X.
Xxxxxxx ("Employee").
WITNESSETH:
WHEREAS, Employer and Employee are parties to an Amended and Restated
Employment Agreement dated as of the 1st day of July , 1992, as amended on the
8th day of March, 1993 and the 1st day of July, 1995 (the "Restated Agreement");
WHEREAS, Employer and Employee desire to amend the Restated Agreement as
provided herein;
NOW, THERFORE, for and in consideration of the mutual premises set forth
herein and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, Employer and Employee hereby agree that the
Restated Agreement is hereby amended as follows:
1. Employment and Duties of Employee. The first paragraph of Section 1 of
the Restated Agreement is amended to read in its entirety as follows:
Employer employs Employee to act in a senior executive capacity as
Executive Vice President and Chief Operating Officer and Secretary of Employer
and in all aspects of its business, as and when requested, and at such times and
places as Employer shall reasonably request, except that (a) Employee shall not
be assigned duties or responsibilities which are inconsistent with his position
and status as Executive Vice President and Chief Operating Officer, and (b)
Employee shall not be required to temporarily or permanently to relocate his
residence.
2. Compensation. The first sentence of subparagraph (a) of Section 2 of
the Restated Agreement is amended to read in its entirety as follows:
"(a) Subject to annual review (without obligation to increase)
for cost of living and/or merit and other increases at the Board's
discretion, Employer agrees to compensate Employee at a fixed rate of
$230,000 annually ("Base Salary"), such Base Salary to be paid in equal
weekly installments."
3. Bonuses.
"(a) Commencing with the Employer's fiscal year ending October 31,
1995, Employee shall receive an annual bonus equal to 0.60% of
Employer's earnings before interest and income taxes as reported in
Employer's audited financial statements for each year that this
Agreement is in effect, adjusted, however, to exclude profit or loss
on extraordinary or nonrecurring items and unusual items (such as sale
of a significant amount of assets or securities other than in the
ordinary course of business operations, one-time employee separation
costs, and significant litigation costs or recoveries) ("Adjusted
EBIT"), such determination to be made by Employer's auditors based on
generally accepted accounting principles; provided, however, no such
bonuses will be paid with respect to any fiscal year in which
Employer's adjusted EBIT is less than 66 2/3% of the Company's Adjusted
EBIT in its immediately preceding fiscal year."
"(b) Each fiscal year, commencing with the Company's fiscal year
ending October 31, 1995, and installment equal to 40% of the estimated
bonus for such year to be approved by the Compensation Committee of
Employer's Board of Directors shall be paid to Employee in August, and
the balance, if any, of such bonus shall be paid soon as practicable
upon completion of Employer's audited financial statements such fiscal
year."
"(c) Should this Agreement terminate prior to the close of fiscal
year of employer, Employee shall be entitled to a bonus with respect to
such fiscal year (in addition to such other amounts to which he may be
entitled on termination under other provisions of this Agreement) equal
to the bonus he would have earned had this Agreement been in effect for
the entire fiscal year multiplied by a fraction, the numerator of which
shall be the number of days in such fiscal year prior to termination of
this Agreement, and the denominator of which shall be 365."
4. Reaffirmation of Restated Agreement. Except to the extent amended by
the preceding paragraphs, the Restated Agreement, as previously amended, shall
remain in full force and effect.
IN WITNESS WHEREOF, the parties have duly executed this Amendment to the
Restated Agreement on the day and year first above written.
SPARTECH CORPORATION
By:/s/Xxxxxxx X. Xxxxxxxx /s/Xxxxx X. Xxxxxxx
Xxxxx X. Xxxxxxx
"Employer" "Employee"
