8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported) March 8, 2010

MYERS INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

Ohio	1-8524	34-0778636
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

1293 South Main Street, Akron, OH	44301
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s Telephone Number, including area code (330) 253-5592

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions.

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement

On March 8, 2010, Myers Industries, Inc. (the “Company”) entered into a second amendment (the “Second Amendment”) to the Amended and Restated Employment Agreement, effective as of June 1, 2008, for John C. Orr, the Company’s President and Chief Executive Officer, as previously amended on April 21, 2009 (the “Existing Agreement”). Pursuant to the Second Amendment, Mr. Orr waived his right to receive a specified dollar value of stock options during each year of the term of the Existing Agreement, at the customary time for granting stock options to employees generally, in exchange for participating in the Company’s Long Term Incentive Program implemented by the Compensation Committee of the Company (the “Compensation Committee”) on March 4, 2010 (the “LTIP”). As a participant in the LTIP, Mr. Orr will be eligible to receive incentive grants during each year of his employment term, consistent with the timing of the grant of awards to other management of the Company under the LTIP and in such amounts as determined by the Compensation Committee.

The full text of the Second Amendment is attached as Exhibit 10.1 to this Current Report on Form 8-K and the description of its terms above is qualified in its entirety by reference to the terms of the Second Amendment.

Item 5.02. Compensatory Arrangements of Certain Officers

(e) See the disclosure above under Item 1.01 regarding the Second Amendment to the Existing Agreement for John C. Orr, the Company’s President and Chief Executive Officer.

Item 9.01. Financial Statements and Exhibits

10.1 Second Amendment to Amended and Restated Employment Agreement between the Company and John C. Orr, dated March 8, 2010.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Myers Industries, Inc.

(Registrant)                 

DATE March 9, 2010	By:	/s/ Donald A. Merril
		Donald A. Merril
		Vice President, Chief Financial Officer and Corporate Secretary

EX-10.1

Exhibit 10.1

SECOND AMENDMENT
TO
AMENDED AND RESTATED EMPLOYMENT AGREEMENT

     THIS SECOND AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Amendment”) is entered into as of the 8th day of March, 2010, by and between MYERS INDUSTRIES, INC., an Ohio corporation (the “Company”), and JOHN C. ORR (the “Executive”), but effective as of September 1, 2009.

W I T N E S S E T H:

     WHEREAS, pursuant to that certain Amended and Restated Employment Agreement, effective June 1, 2008, as amended by that certain First Amendment to Amended and Restated Employment Agreement dated April 21, 2009 (collectively, the “Existing Agreement”), during each year during the term of the Existing Agreement, at the customary time for granting stock options to employees generally, the Executive is to be granted a specified dollar value of stock options (the “Annual Required Option Grants”);

     WHEREAS, the Compensation Committee did not make its customary annual grants in September, 2009 and has determined that the customary time for making grants will be moved to the first quarter of each year, beginning with the first quarter of 2010;

     WHEREAS, the Executive had agreed to defer his Annual Required Option Grant for 2009 and succeeding years until the date in the first quarter of each year that grants are made generally to its employees, beginning with the first quarter of 2010;

     WHEREAS, on March 4, 2010, the Compensation Committee adopted a Long-Term Incentive Program (“2010 LTIP”) within the context of the Company’s 2008 Incentive Stock Plan;

     WHEREAS, the Executive has agreed to waive and forego his right to the Annual Required Option Grants, beginning with the Annual Required Option Grant for 2009, in consideration for being included under the 2010 LTIP; and

     WHEREAS, the Parties desire to amend the Existing Agreement to reflect the foregoing.

     NOW, THEREFORE, the Company and the Executive agree as follows:

     1. For purposes of this Amendment, unless otherwise set forth in this Amendment, all defined terms shall have the meanings set forth in the Existing Agreement.

     2. Section 5(j) of the Existing Agreement is hereby deleted in its entirety and replaced with the following provision:

“(j) Each year during the Employment Term, Executive shall be eligible for grants of awards under the Company’s Long-Term Incentive Program adopted by the Compensation Committee on March 4, 2010 pursuant to the Company’s 2008 Incentive Stock Plan (the “2010 LTIP”) in such amounts and on such terms determined by the Compensation Committee. The terms of any such grants shall be set forth in award agreements evidencing such grants.

     3. Executive hereby finally, fully and irrevocably waives any right that he may have had under Section 5(j) of the Existing Agreement to be granted a specified dollar value of stock options during September 2009 or the first quarter of 2010.

     4. Except as expressly set forth in this Amendment, all terms and provisions of the Existing Agreement shall remain in full force and effect.

     5. This Amendment shall be binding upon and inure to the benefit of the parties to this Amendment and their respective successors, heirs (in the case of the Executive) and permitted assigns.

     6. Any provision of the Existing Agreement as modified by this Amendment that is prohibited or unenforceable shall be ineffective to the extent, but only to the extent, of such prohibition or unenforceability without invalidating the remaining portions hereof and such remaining portions of the Existing Agreement as modified by this Amendment shall continue to be in full force and effect. In the event that any provision of the Existing Agreement as modified by this Amendment shall be determined to be invalid or unenforceable, the Parties will negotiate in good faith to replace such provision with another provision that will be valid or enforceable and that is as close as practicable to the provisions held invalid or unenforceable.

     7. The Existing Agreement as modified by this Amendment contains the entire agreement between the Parties with respect to the employment of the Executive by the Company and supersedes all prior and contemporaneous agreements, representations, and understandings of the Parties, whether oral or written. No modification, amendment, or waiver of any of the provisions of the Existing Agreement or this Amendment shall be effective unless in writing, specifically referring hereto, and signed by both Parties.

     8. This Amendment has been made in, and shall be governed and construed in accordance with the laws of, the State of Ohio. The Parties agree that neither this Amendment nor the Existing Agreement as modified by this Amendment is an “employee benefit plan” or part of an “employee benefit plan” which is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended. This Amendment shall be interpreted and enforced in accordance with the terms set forth in the Existing Agreement.

     IN WITNESS WHEREOF, the Company and the Executive have executed this Agreement as of the day and year first above written.

MYERS INDUSTRIES, INC. (the “Company”)
By:	/s/ Jon H. Outcalt
	Name:	Jon H. Outcalt
	Title:	Chairman of the Compensation Committee
	/s/ John C. Orr
	JOHN C. ORR
	(the “Executive”)

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