10-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 2005

Commission File Number 001-08524

MYERS INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

OHIO	34-0778636
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification Number)

1293 S. Main Street, Akron, Ohio	44301	(330) 253-5592
(Address of Principal Executive Offices)	(Zip Code)	(Telephone Number)

Securities Registered Pursuant to	Name of Each Exchange
Section 12(b) of the Act:	On which registered:
Common Stock, Without Par Value	New York Stock Exchange
(Title of Class)

Securities Registered Pursuant to Section 12(g) of the Act: None

      Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o     No þ

      Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes o     No þ

      Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to the filing requirements for at least the past 90 days. Yes þ     No o

      Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.     þ

      Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Securities Exchange Act of 1934.

Large accelerated filer o          Accelerated filer þ          Non-accelerated filer o

      Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes o     No þ

      State the aggregate market value of the voting and non-voting common equity stock held by non-affiliates computed by reference to the closing sale price on the New York Stock Exchange as of June 30, 2005: $420,933,150.

      Indicate the number of shares outstanding of registrant’s common stock as of March 3, 2006: 34,904,258 Shares of Common Stock, without par value.

DOCUMENTS INCORPORATED BY REFERENCE

      Portions of the Registrant’s Definitive Proxy Statement for its 2006 Annual Meeting of Stockholders are incorporated by reference in Part III of this Form 10-K.

TABLE OF CONTENTS

PART I
	ITEM 1. Business
	ITEM 1A. Risk Factors
	ITEM 1B. Unresolved Staff Comments
	ITEM 2. Properties
	ITEM 3. Legal Proceedings
	ITEM 4. Submission Of Matters to a Vote of Security Holders
PART II
	ITEM 5. Market for Registrant’s Common Stock and Related Stockholder Matters and Issuer Purchases of Equity Securities
	ITEM 6. Selected Financial Data
	ITEM 7. Management’s Discussion and Analysis of Results of Operations and Financial Condition
	ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
	ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
	ITEM 9.A. Controls and Procedures
Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting
	ITEM 9B. Other Information.
PART III
	ITEM 10. Directors and Executive Officers of the Registrant
	ITEM 11. Executive Compensation
	ITEM 12. Security Ownership of Certain Beneficial Owners and Management
	ITEM 13. Certain Relationships and Related Transactions
	ITEM 14. Principal Accountant Fees and Services
PART IV
	ITEM 15. Exhibits, Financial Statement Schedules
EXHIBIT INDEX
SIGNATURES
EX-10(J) Amendment Executive Supplemental Retirement Plan
EX-10(K) Employment Agreement
EX-10(L) Amendment Executive Supplemental Retirement Plan
EX-10(M) Non-Disclosure & Non-Competition Agreement
EX-10(N) Resignation and Retirement Agreement
EX-10(P) Amendment Executive Supplemental Retirement Plan
EX-10(W) Non Employee Board of Directors Comp Agmt
EX-21 Direct and Indirect Subsidiaries
EX-23(A) Consent of KPMG
EX-23(B)
EX-31(A) 302 CEO Certification
EX-31(B) 302 CFO Certification
EX-32 906 CEO & CFO Certification

PART I

ITEM 1. Business

     (a)  General Development of Business

      Myers Industries, Inc. (the Company) is an international manufacturer of polymer products for industrial, agricultural, automotive, commercial, and consumer markets. We are an international leader in reusable plastic containers and North America’s leading manufacturer of plastic horticultural pots, trays, and flower planters. Other principal product lines include plastic storage and organization containers, plastic storage tanks, plastic and rubber OEM parts, rubber tire repair products, and custom plastic and rubber products.

      The Company is also the largest wholesale distributor of tools, equipment, and supplies for the tire, wheel, and undervehicle service industry in the United States. Our distribution products range from tire balancers and alignment systems to valve caps and other consumable service supplies.

      Myers Industries serves customers around the world, and the Company’s products and related services provide a wide range of performance benefits to customers in diverse niche markets. Benefits include: increasing productivity, lowering material handling costs, improving product quality, reducing labor costs, shortening assembly times, eliminating solid waste, and increasing profitability.

      Founded in Akron, Ohio, in 1933, what is today Myers Industries grew from the vision of two brothers, Louis and Meyer Myers, and a partnership based on a $620 loan, some tire repair merchandise, and a used truck. The business was named “Myers Tire Supply” and it serviced tire dealers and retreaders by distributing tools and supplies needed to grow their businesses. The Company expanded into manufacturing operations in the post-war 1940’s and was renamed Myers Industries, Inc. in 1963. Since then, the Company has grown from a small storefront to an international manufacturing and distribution business.

      Headquartered in Akron, Ohio, Myers Industries encompasses: 30 manufacturing facilities in North America, Brazil and Europe, 37 domestic and four international distribution branches, more than 20,000 products, and nearly 5,300 employees. The Company went public in 1971, and the stock is traded today on the New York Stock Exchange under the symbol MYE.

      Myers Industries’ business strategy is focused on long-term growth disciplined through five key operating principles. Central to defining the priorities behind the Company’s ongoing “Strategic Business Evolution” process, these five principles include: 1) Business Growth, 2) Customer Satisfaction, 3) Cost Control, 4) Organizational Development, and 5) Positioning the Business for the Future. Applying these within our Strategic Business Evolution, we emphasize:

•  Being the leading innovator of niche, high margin products;

•  Being the low-cost producer of certain commodity products where our brands excel;

•  Achieving leadership in key product areas through breadth of offering, consistent quality, and superior customer service;

•  Concentrating our efforts on niche markets where our capabilities create profit opportunities for our customers and ourselves;

•  Leveraging brand equity and capabilities to grow business with existing customers and cultivate new ones, particularly in emerging growth markets where we can deliver the greatest value and achieve the best returns;

•  Investing in new technologies and processes to reinforce market strength in key business groups;

•  Succession plans through our management teams at all levels of the Company, ensuring the right people are in the right positions to grow;

•  Selective acquisitions as opportunities arise to enhance our leadership in key markets;

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•  Potential divestiture of businesses with non-strategic products or markets, aligning our resources with the best avenues for long-term, profitable growth potential; and

•  Consolidation and rationalization initiatives to reduce costs and improve productivity within the Company’s manufacturing and distribution footprint.

      The Company’s segments and brands are under continuous review for strategic fit and growth potential. This rigorous review process is dedicated to strengthening innovation, enhancing leadership in our markets, building strong customer relationships, and positioning the Company to grow on a sustainable basis.

     (b)  Financial Information About Segments

      The response to this section of Item 1 is contained in the Industry Segments footnote of the Notes to Consolidated Financial Statements under Item 8 of this report.

     (c)  Description of Business

      The Company conducts its business activities in five segments, including four manufacturing and one distribution. The four manufacturing segments consist of: Material Handling — North America; Material Handling — Europe; Automotive and Custom; and Lawn and Garden. For the fiscal year ended December 31, 2005, the percentage contribution from each segment to the Company’s total net sales of $903.7 million was: Material Handling — North America, 22 percent; Material Handling — Europe, 18 percent; Automotive and Custom, 20 percent; Lawn and Garden, 19 percent; and Distribution, 21 percent.

      In our manufacturing segments, we design, manufacture, and market a variety of plastic and rubber products. These range from plastic reusable material handling containers and small parts storage bins to plastic horticultural pots and hanging baskets, decorative planters, plastic and rubber OEM parts, tire repair materials, and custom plastic and rubber products.

      Our Distribution Segment is engaged in the distribution of tools, equipment, and supplies used for tire, wheel, and undervehicle service on passenger, heavy truck, and off-road vehicles.

Our Manufacturing Segments

      In our manufacturing segments, we engineer, produce and sell more than 12,000 products. We have 22 manufacturing facilities in the United States, six in Western Europe, one in Canada and one in Brazil. Our manufactured plastic and rubber products are sold nationally and internationally by a direct sales force and through independent sales representatives.

      Key Manufactured Product Areas

•  Plastic Reusable Material Handling Containers and Pallets

•  Plastic Storage and Organization Products

•  Plastic and Metal Material Handling Carts

•  Plastic Horticultural Pots, Trays and Hanging Baskets

•  Decorative Resin Flower Planters

•  Plastic Storage Tanks

•  Rubber and Plastic Original Equipment and Replacement Parts

•  Tire Repair and Retreading Products

•  Custom Plastic and Rubber Products

      Product Brands

•  Akro-Mils

•  Allibert-Buckhorn

•  Ameri-Kart

•  Buckhorn

•  Buckhorn Rubber

•  Dillen

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•  Listo

•  Michigan Rubber

•  Patch Rubber

•  Pro Cal

•  raaco

•  WEK

      Manufacturing Capabilities

•  Product Design and Engineering

•  Prototyping and Testing

•  Materials Formulation

•  Plastic and Rubber Injection Molding

•  Structural Foam Molding

•  Rotational Molding

•  Vacuum Forming

•  Winding Extrusion

•  Blow Molding

•  Compression and Transfer Molding

•  Rubber Compounding, Calendering and Extrusion

•  Rubber-to-Metal Bonding

•  Rubber-to-Plastic Bonding

•  Metal Forming

•  Powder Coating

      Representative Markets

•  Agriculture

•  Automotive

•  Commercial

•  Consumer

•  Food Processing and Distribution

•  General Manufacturing/ Industrial

•  Healthcare

•  Horticulture

•  Off-Road Construction/ Agriculture Vehicle

•  Recreational Marine

•  Recreational Vehicle

•  Road Construction

•  Tire Repair/ Retread

•  Telecommunications

•  Transportation/ Heavy Truck

•  Waste Collection

•  Water Piping/ Water Control

Material Handling — North America & Europe Segments Overview

      Myers Industries’ largest product area is plastic reusable material handling containers and pallets for markets such as automotive, appliance, general manufacturing, distribution, agriculture, retail, and food processing. In closed loop supply chains, reusable containers and pallets replace single-use cardboard boxes and easily damaged wooden pallets to help customers lower operating costs by improving product protection, reducing freight costs, and eliminating solid waste and disposal costs. The product selection, manufacturing processes, markets, and applications are similar for both the North American and European segments of our business, and we are one of few manufacturers positioned to supply reusable packaging/ material handling product solutions to customers worldwide.

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      Injection molding produces hand-held containers and totes in a wide range of sizes and styles. These products stack and nest for efficient space usage and are versatile and strong enough to haul more than 100 lbs. of metal parts or protect delicate fruit against costly damage while in transit from harvesting to processing.

      The injection-structural foam molding process produces bulk containers that perform heavy-duty tasks, whether distributing seed products, carrying large automotive components, or shipping liquids across long distances. These containers range in size from footprints of 32 inches by 30 inches to 70 inches by 48 inches; heights up to 65 inches; and weight capacity up to 3,000 pounds. Bulk containers are compatible with forklifts and pallet jacks for easy handling. Many of the containers collapse to a third of their size for space-saving stacking, storage, and return transport. Myers manufactures the most comprehensive range of collapsible and rigid bulk transport containers in the worldwide material handling industry.

      We use a wide range of molding processes to make distribution pallets in sizes and styles to fit most any transport need. Many pallets interwork with our hand-held containers and totes to create a completely reusable system for efficient space utilization in plants and warehouses, as well as cubing of truck trailers, to help customers reduce storage and freight costs. Other pallets are produced for specialty shipping applications, such as drum pallets for chemical and liquid transport.

      In addition to standard material handling products, we utilize our extensive design and manufacturing capabilities for turnkey production of custom material handling products: container inserts and protective dunnage, transport trays, modified or new container and pallet combinations, and other transport packaging items tailored to customers’ unique applications.

      Customers rely on the productivity and profitability benefits delivered through the innovation, broad selection, quality, and interworking of our reusable material handling products. For example, in automotive plants across North America and Europe, our containers and pallets are reused hundreds of times to move products as small as fasteners or as large as sidewall components from suppliers directly to assembly areas, protecting the products and reducing the scrap rate. Our attached lid containers and pallets are used by many retail businesses such as Wal-Mart^® and Staples^® to receive their various products: the containers are used in regional distribution centers to organize inventory, sort orders, and are then combined with pallets to transport products directly to stores.

      Our containers bring multiple cost-saving benefits to customers in agriculture, food processing, and distribution markets. Growers of strawberries, asparagus, and other fruits and vegetables use our harvesting and shipping containers to protect their delicate products in transit from the field to processing centers to the produce sections of grocery stores around the world. Hundreds of thousands of our bulk SeedBoxes^tm are used by Pioneer Hi-Bred International^® and related seed and feed distributors to efficiently transport and dispense up to 2,500 lbs. of their products. The unique SeedBox container can be emptied in as little as 30 seconds, then broken down for return shipping and refilling — eliminating the traditional seed bags and the environmental impact of burning bags in the fields. Manufacturers of tomato paste in the U.S. employ our Citadel^® bulk container to move processed tomato products across the country in railcars. The smooth-sided, impact-resistant container replaces wooden crates and steel containers that can cause product damage and contamination. The Citadel carries up to 3,000 lbs./ 300 gallons of product, stacks five high when fully loaded, and is designed for long-term indoor or outdoor storage of loads. Poultry delivered to many restaurants and grocery stores across the U.S. comes in a reusable, spill-proof container that we pioneered; the container protects the chicken during transport and is more sanitary than cardboard boxes.

      While markets and applications for our material handling products in Europe are similar to those in North America, some unique applications arise: harvesting, shipping, and processing grapes for the French wine industry; improving efficiency of mail sorting and transport with custom-made totes for the Spanish postal service; and creating custom crates for the fishing industry in France and the U.K. Throughout the worldwide material handling industry, we are known for leading the market in innovation of new products and for our custom design expertise to create effective solutions that meet customers’ total packaging and transport needs.

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      In Europe, we also make plastic bulk tanks for storage and transport of solid and liquid materials. These tanks are produced using both winding extrusion and rotational molding. The extruded tanks — created using a helical winding process to form seamless, durable, and corrosion-resistant plastic tanks — are available in capacities from 500 to 70,000 liters. These are primarily used to replace costly stainless steel tanks for high-volume storage in industries such as chemical and water treatment. For agriculture, plastics, and food markets, our roto-molded tanks are commonly used as intermediate bulk containers, transporting material from one location to another, or as a temporary storage vessel; these uses are often “returnable” applications, in which the tanks can be reused for multiple round trips in a closed loop system.

      In a related material handling product mix, industrial and commercial markets find storage and organization solutions with our plastic storage bins and metal racking systems, used for applications such as creating assembly line workstations, organizing medical supplies, and creating retail displays. Our transport cart line provides an extensive range of plastic, metal, and wood material handling carts, dollies, worktables, and other items. These products are available through industrial supply catalogers, including W.W. Grainger^® and C&H^®, and many other industrial and material handling distributors.

      We also compete in the storage and organization niche of the consumer market by adapting solutions for industry to home and office settings. We are not a major player in the overall consumer market, nor do we seek to be. Our small line of niche products includes popular KeepBox^® containers, which help consumers organize everything from holiday decorations to school supplies. Portable organizers and stackable cabinets provide efficient storage for small items and accessories in the home workshop or at the office. Hobbyists and craftspeople use our popular CraftDesign^tm products for organizing scrapbook, sewing, and art supplies. Our niche consumer products are sold by leading retailers such as Target^® and others across the U.S.

Automotive and Custom Segment Overview

      With our complementary manufacturing capabilities, we serve diverse niche markets and customers in this segment with an array of engineered plastic and rubber original equipment and replacement parts, tire repair materials, and custom products. Our unique combination of product design, molding, and finishing expertise supports customers’ needs for efficient, single sourcing of parts and turnkey custom product development. In addition to our plastics molding capabilities, this segment employs a full range of rubber molding processes: injection molding; compression and transfer molding; compounding, calendering, and extrusion; blow molding; rubber-to-metal bonding; and rubber-to-plastic bonding. Additional capabilities include custom rubber formulation, mixing, and testing.

      We work closely with manufacturers of passenger cars and trucks to create rubber, plastic, and combination components and assemblies for numerous vehicle platforms. Our expertise allows us “guest engineering” status with many of the world’s leading automakers and suppliers. Our molding and assembly capabilities provide a diversified product mix including air induction hoses, HVAC units, noise vibration dampers, grommets, bushings, tubing assemblies, seals, and gaskets.

      Makers of recreational vehicles (RV) and watercraft utilize our design knowledge and production capabilities for an assortment of products. Rotationally-molded plastic water, waste handling, and fuel tanks are created and assembled to fit the precise space constraints within RV and marine vehicle designs. We employ both vacuum forming and rotational molding to make plastic trim and interior parts for RV’s, as well as helm consoles and seat frames for watercraft. In addition, our rubber seals are used in several marine motor styles to protect transmission compartments against water.

      For manufacturers of heavy trucks and construction and agriculture equipment, our engineered, molded rubber air intake hoses, hood latches, boots, bellows, bushings, and other products perform under the harshest conditions — whether under the hood or on the vehicle’s body, over-the-road or off-road. As one example of our market strength, we provide air intake hoses in more than 200 standard fittings for the majority of Class 6 and 8 trucks. Our expertise in co-extrusion blow molding with three-dimensional capabilities allows us to create single-piece, complex parts, parts with both rigid and flexible features and extreme angles, to meet the needs of changing vehicle design. As engines for trucks and other heavy equipment are redesigned for

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changing environmental regulations, we are in a strong position to engineer and mold new products to our customers’ precise specifications.

      Specialized manufacturing expertise, including rubber-to-metal bonding, enables us to create a range of specific-performance custom rubber products used in marine vehicles and lawn maintenance equipment. We use the same process to manufacture parts for the water control industry, such as main valves for fire hydrants and mechanical joint gaskets for water supply lines in residential and commercial construction.

      Our manufacturing of rubber products started more than 50 years ago, as we began making tire patches. Today, we manufacture the most comprehensive line of tire repair and retreading products on which service professionals rely for safe repairs to passenger, truck, and off-road tires. To service the more than 280 million damaged tires that occur each year, we make all the materials and products customers need to perform safe and profitable tire repairs: the plug that fills a puncture, the cement that seats the plug, the tire innerliner patch, and the final sealing compound. We maintain a strong position in the tire repair and retread markets through a broad product line-up and sales through our Distribution Segment.

      We apply our rubber calendering and compounding expertise to create a diverse portfolio of products outside of the tire repair market, such as reflective marking tapes for the road repair and construction industry. Our rubber-based tape and symbols provide the durability and brightness that road construction professionals demand to replace paint for marking roadways, intersections, and hazardous areas. The tape stock is easier to apply, more reflective, and longer lasting than paint. It is available in both temporary and permanent grades.

      We also work with customers to develop custom rubber and calendered rubber sheet stock, which is used as the base for products in aerospace, industrial, sports, and other markets. The telecommunications industry splices cables with our specialty tapes. In the mining industry, our custom rubber materials are used to create linings for material handling conveyor systems. Another custom sheet stock is used as the base material to produce the world’s top-selling line of golf grips, Golf Pride^®.

      Other custom products touch a wide range of markets and applications, such as plastic elevated toilet seats and tub rails for the healthcare market; plastic parts designed to replace high-cost steel components in commercial cooling towers; and structural wood for outdoor building applications, formed by molding heavy-duty plastic in and around an engineered wood core.

Lawn and Garden Segment Overview

      We serve the needs of the entire North American plant grower market — everything from large, 80-plus acre greenhouse operations to small and medium-sized regional growers, retail garden centers such as Home Depot^®, and nationally-branded growers and programs such as Proven Winners^®. Our products, available both direct and through a network of leading horticultural distributors, include the industry’s most extensive range of injection-molded and vacuum-formed pots, hanging baskets, flats and carry trays, plug trays, nursery containers, propagation sheets and flats, and specialty pots. Products are designed to meet the changing needs of the professional grower, including increased automation in growing operations and emphasis on retail branding programs. We hold the reputation for constant product innovation, supported by services such as graphic design, color offset printing, and adhesive labeling on pots to help growers brand their plant material and improve sell-through at retail. Unique products like our picturePot^® graphic containers add to our leadership role in the marketplace. These custom-made pots are printed with plant photos and graphics in vivid detail and color, and then serve as packaging for plants to create vibrant point-of-sale materials.

      Our decorative resin planters feature intricate molding details in metallic, weathered stone, and textured styles with unique finishes that capture the retailer’s attention and the consumer’s imagination. Products include a diverse offering of molded square and round planters, window boxes, urns, and hanging baskets for indoor and outdoor usage. Consistent new product development is key to success in the retail garden center and mass merchandiser channels. Proprietary molding and finishing processes, along with creative designs, deliver the unique look in the decorative planter category that sets our planters apart from the competition in stores such as Wal-Mart^®, Kmart^®, and Lowe’s^®.

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Plastic and Rubber Raw Materials

      The Company’s manufacturing segments are dependent upon numerous outside suppliers for commodity raw materials, principally polyethylene, polypropylene, and polystyrene plastic resins, and synthetic and natural rubber. We believe that the loss of any one supplier or group of suppliers would not have a materially adverse effect on our business, since in most instances identical or similar materials are readily obtainable from other suppliers.

Our Distribution Segment

      In the Distribution Segment, Myers is the largest distributor and one-stop-shop for tire, wheel, and undervehicle service tools, equipment, and supplies in the United States. Independent tire dealers, mass merchandisers, commercial auto and truck fleets, tire retreaders, and general repair facilities rely on our broad product selection, rapid availability, and personal service to grow their business and become more productive and profitable.

      We buy and sell nearly 10,000 different items — everything that professionals need to service passenger, truck, and off-road tires and wheels.

      Key Distribution Products

•  Tire Valves and Accessories

•  Tire Changing and Balancing Equipment

•  Lifts and Alignment Equipment

•  Service Equipment and Hand Tools

•  Tire Repair/ Retread Equipment and Supplies

•  Brake, Transmission and Allied Service Equipment and Supplies

      Product Brand

•  Myers Tire Supply

      Capabilities

•  Broad Sales Coverage

•  Local Sales and Inventory

•  International Distribution

•  Personalized Service

•  National Accounts Service

•  Customer Product Training

•  New Products “Speed to Market”

      Representative Markets

•  Retail Tire Dealers

•  Truck Tire Dealers

•  Auto Dealers

•  Commercial Auto and Truck Fleets

•  General Repair/ Service Facilities

•  Tire Retreaders

•  Government Agencies

      Within the continental United States, we provide widespread distribution and sales coverage from 37 branches positioned in major metropolitan areas. Each branch operates as a profit center and is staffed by a branch manager, sales, office, warehouse, and delivery personnel. Internationally, we have four wholly owned warehouse distributors located in Canada and Central and South America. Sales personnel from our Akron, Ohio, headquarters cover the Far East, Middle East, South Pacific, and South American territories.

      We buy products from top suppliers to ensure quality is delivered to our customers. Each of the brand-name products we sell is associated with superior performance in its respective area. Some of these include: Chicago Pneumatic air tools; Hennessy tire changing, balancing, and alignment equipment; Corghi tire

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changers and balancers; Ingersoll-Rand air service equipment; John Bean Co. tire balancing and changing equipment; our own Patch Rubber brand tire patches, cements, and repair supplies; and Rotary lifts and related equipment.

      An essential element of our success in the Distribution Segment is our nearly 170 sales representatives, who deliver personalized service on a local level. Customers rely on Myers’ sales representatives to introduce the latest tools and technologies and provide training in new product features and applications. Representatives also teach the proper use of diagnostic equipment and present on-site workshops demonstrating industry-approved techniques for tire repair and undervehicle service.

      While the needs and composition of our distribution markets constantly change, we adapt and deliver the new products and services that are crucial to customers’ success. The new product pipeline is driven by innovations from auto and tire manufacturers, which in turn prompts Myers and its suppliers to develop new equipment, supplies, and service techniques to keep cars and trucks moving down the road with confidence.

Competition — Manufacturing & Distribution Segments

      Competition in the manufacturing segments is substantial and varied in form and size from manufacturers of similar products and of other products which can be substituted for those produced by the Company. With its focus on niche markets, the Company maintains strong brand presence and market positions in the fragmented sectors of the markets it serves. The Company does not command substantial, overall market presence in the broad market sectors.

      Competition in the Distribution Segment is generally from smaller local and regional businesses. Within the overall tire, wheel, and undervehicle service market, Myers is the largest distributor of tools, equipment, and supplies for tire service, repair, and retread.

Employees

      As of December 31, 2005 the Company had a total of 5,258 full-time and part-time employees. Of these employees, 4,612 were engaged in manufacturing with 993 employed in the Material Handling — North America segment, 968 in the Material Handling — Europe segment, 1,785 in the Automotive and Custom segment and 866 in the Lawn and Garden segment. In addition, 552 were employed in the Distribution segment and 94 were employed at the Company’s corporate offices. As of December 31, 2005 the Company had 142 employees in the U.S. who were members of unions. In certain countries in which the Company operates union membership is not known due to confidentiality laws. The Company believes it has a good relationship with its union employees.

     (d)  Financial Information About Geographic Areas

      The response to this section of Item 1 is contained in the Industry Segments footnote of the Notes to Consolidated Financial Statements under Item 8 of this report.

     (e)  Available Information

      Filings with the SEC. As a public company, we regularly file reports and proxy statements with the Securities and Exchange Commission (SEC), such as:

      * annual reports on Form 10-K;

      * quarterly reports on Form 10-Q;

      * current reports on Form 8-K; and

      * proxy statements on Schedule 14A.

      Anyone may read and copy any of the materials we file with the SEC at it’s Public Reference Room at 100 F Street, N.E., Room 1580 , Washington, DC 20549. The SEC also maintains an internet website that contains our reports, proxy and information statements, and our other SEC filings; the address of that site is http://www.sec.gov.

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      Also, we make our SEC filings available on our own internet site as soon as reasonably practicable after we have filed with the SEC. Our internet address is http://www.myersind.com. The content on the Company’s website is available for information purposes only, and is not incorporated by reference into this Form 10-K.

      Corporate Governance. We have a Code of Business Conduct for our employees and members of our Board of Directors. A copy of the Code is posted on our website. We will satisfy any disclosure requirement under Item 5.05 of Form 8-K regarding an amendment to, or waiver from, any provision of the Code with respect to our executive officers or directors by disclosing the nature of that amendment or waiver.

      Our website also contains additional information about our corporate governance policies, including the charters of our standing board committees. Any of these items are available in print to any shareholder who requests them. Requests should be sent to Corporate Secretary, Myers Industries, Inc., 1293 S. Main Street, Akron, Ohio 44301.

ITEM 1A.     Risk Factors

      This Form 10-K and the information we are incorporating by reference contain forward-looking statements within the meaning of federal securities laws, including information regarding the Company’s 2006 financial outlook, future plans, objectives, business prospects and anticipated financial performance. You can identify these statements by the fact that they include words such as “will,” “believe,” “anticipate,” “expect,” “estimate,” “intend,” “plan,” or variations of these words, or similar expressions. These forward-looking statements are not statements of historical facts and represent only our current expectations regarding such matters. These statements inherently involve a wide range of known and unknown uncertainties. The Company’s actual actions and results could differ materially from what is expressed or implied by these statements. Specific factors that could cause such a difference include, but are not limited to, those set forth below and other important factors disclosed previously and from time to time in our other filings with the Securities and Exchange Commission. Given these factors, as well as other variables that may affect our operating results, you should not rely on forward-looking statements, assume that past financial performance will be a reliable indicator of future performance, nor use historical trends to anticipate results or trends in future periods. We expressly disclaim any obligation or intention to provide updates to the forward-looking statements and the estimates and assumptions associated with them.

      Risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the applicable statements include, but are not limited to:

General Economic, Business & Political Conditions

      The Company operates in a wide range of geographies, primarily North America, Central America, South America, and Europe. Worldwide and regional economic, business, and political conditions, including changes in the economic conditions of the broader markets and in the Company’s individual niche markets, could have an adverse affect on one or more of the Company’s business segments.

Competition

      Each of our segments participates in markets that are highly competitive. Many of our competitors sell their products at prices lower than ours, and we compete primarily on the basis of product quality, product performance, value, supply chain competency, and customer relationships. The Company’s competitive success also depends on its ability to maintain strong brands/ brand leadership within its markets so that customers will need the Company’s products and services to meet their growth requirements. The development and maintenance of such brands requires continuous investment in brand building, marketing initiatives, and advertising. The competition that we face in all of our markets — which varies depending on the Company’s particular business segment, product line(s), and customers — may prevent us from achieving sales, product pricing, and income goals, which could affect our financial condition and results of operations.

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Global Economic Performance & Foreign Currency Exposures

      We currently operate manufacturing, sales and service facilities outside of North America, particularly in France, Spain, the United Kingdom, Denmark, Canada, and Brazil. In 2005, international net sales accounted for approximately 23% of our total net sales. Accordingly, we are subject to risks associated with operations in foreign countries, including:

•  fluctuations in currency exchange rates;

•  limitations on the remittance of dividends and other payments by foreign subsidiaries;

•  limitations on foreign investment;

•  additional costs of compliance with local regulations; and

•  in certain countries, higher rates of inflation than in the United States.

      In addition, our operations outside the United States are subject to the risk of new and different legal and regulatory requirements in local jurisdictions, potential difficulties in staffing and managing local operations and potentially adverse tax consequences. The costs related to our international operations could adversely affect our operations and financial results in the future.

Raw Material Cost Pressures

      Our ability to manage our cost structure can be adversely affected by movements in commodity and other raw material prices, such as those experienced in 2005. The Company’s primary raw materials include plastic resins, colorants, and natural and synthetic rubbers. The Company attempts to reduce its exposure to increases in those costs through a variety of programs and selling price adjustments. Market conditions, however, may limit the Company’s ability to raise selling prices to offset increases in our raw material input costs.

Raw Material Availability

      Changes in raw material availability may occur due to events beyond our control. Our specific molding technologies and/or product specifications can limit our ability to locate alternative supplies to produce certain products. The Company believes, however, that its sources for its primary materials will continue to be adequate to meet its requirements.

Manufacturing & Distribution Activities

      We are subject to the inherent risks in our diverse manufacturing and distribution activities, including, but not limited to: product quality, safety, licensing requirements and other regulatory issues, environmental events, loss or impairment of key manufacturing or distribution sites, disruptions in logistics and transportation services, labor disputes, and industrial accidents. In addition, the Company is subject to natural disasters and other factors over which it has no control.

Strategic Growth Initiatives

      The Company is undergoing a “Strategic Business Evolution” process within its business segments to focus resources on what it deems the best platforms for long-term, sustainable growth — including, but not limited to: internal growth driven by strong brands and new product innovation; development of new, high-growth markets and expansion in existing niche markets; strengthening customer relationships through value-added initiatives and key product partnerships; investments in new technology and processes to reinforce markets strength and capabilities in key business groups; consolidation and rationalization activities to further reduce costs and improve productivity within the Company’s manufacturing and distribution footprint; strategic, bolt-on acquisitions to accelerate growth in the Company’s market positions; and potential divestiture of businesses with non-strategic products or markets. Although the process is underway, all of these activities and initiatives have inherent risks, and there remain significant challenges and uncertainties, including economic and general business conditions, that could limit the Company’s ability to achieve anticipated benefits associated with announced strategic initiatives and affect the Company’s financial results.

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Future Events

      Future events may occur that would adversely affect the reported value of the Company’s assets. Such events may include, but are not limited to, strategic decisions made in response to changes in economic and competitive conditions, the impact of the economic environment on the Company’s customer base, or a material adverse change in its relationship with significant customers.

Equity Ownership Concentration

      Mary S. Myers, widow of the Company’s co-founder Louis S. Myers, and Stephen E. Myers, former Chief Executive Officer of the Company, beneficially owned approximately 15.3% and 7.7%, respectively, of the Company’s outstanding common shares as of February 14, 2006, and combined have sufficient voting power to influence actions requiring the approval of our shareholders.

Legal & Regulatory Actions

      Changes in laws and regulations and approvals and decisions of courts, regulators, and governmental bodies on any legal claims known or unknown, could have an adverse affect on the Company’s financial results.

ITEM 1B. Unresolved Staff Comments

      None.

ITEM 2. Properties

      The following table sets forth by segment certain information with respect to properties owned by the Registrant:

Distribution

	Approximate		Approximate
	Floor Space		Land Area
Location	(Square Feet)		(Acres)		Use
Akron, Ohio		129,000		8	Executive offices and warehousing
Akron, Ohio		60,000		5	Warehousing
Akron, Ohio		31,000		2	Warehousing
Pomona, California		17,700		1	Sales and distribution
Englewood, Colorado		9,500		1	Sales and distribution
San Antonio, Texas		4,500		1	Sales and distribution
Phoenix, Arizona		8,200		1	Sales and distribution
Houston, Texas		7,900		1	Sales and distribution
Indianapolis, Indiana		7,800		2	Sales and distribution
Cincinnati, Ohio		7,500		1	Sales and distribution
York, Pennsylvania		7,400		3	Sales and distribution
Atlanta, Georgia		7,000		1	Sales and distribution
Minneapolis, Minnesota		5,500		1	Sales and distribution
Charlotte, North Carolina		5,100		1	Sales and distribution
Syracuse, New York		4,800		1	Sales and distribution
Franklin Park, Illinois		4,400		1	Sales and distribution

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	Approximate		Approximate
	Floor Space		Land Area
Location	(Square Feet)		(Acres)		Use
Manufacturing
Gaillon, France		500,000		23	Manufacturing and distribution
Sandusky, Ohio		305,000		8	Manufacturing and distribution
Nykobing, Falster Denmark		227,000		68	Manufacturing and distribution
Springfield, Missouri		227,000		19	Manufacturing and distribution
Dawson Springs, Kentucky		209,000		36	Manufacturing and distribution
Wadsworth, Ohio		197,000		23	Manufacturing and distribution
Hannibal, Missouri		196,000		10	Manufacturing and distribution
Sparks, Nevada		185,000		11	Manufacturing and distribution
Bluffton, Indiana		175,000		17	Manufacturing and distribution
Roanoke Rapids, N. Carolina		172,000		20	Manufacturing and distribution
Cadillac, Michigan		162,000		14	Manufacturing and distribution
Shelbyville, Kentucky		160,000		8	Manufacturing and distribution
Bristol, Indiana		166,000		12	Manufacturing and distribution
Gloucester, England		118,000		3	Manufacturing and distribution
Jefferson, Ohio		115,000		11	Manufacturing and distribution
Palua De Plegamans, Spain		85,000		7	Manufacturing and distribution
Prunay, France		71,000		4	Manufacturing and distribution
Santa Perpetua De Mogoda, Spain		61,000		3	Manufacturing and distribution
Fostoria, Ohio		75,000		3	Manufacturing and distribution
Surrey, B.C., Canada		42,000		3	Manufacturing and distribution
Mebane, North Carolina		30,000		5	Manufacturing and distribution
Nivelles, Belguim		14,000		2	Sales and distribution
Maia, Portugal		13,000		3	Sales and distribution

      The following table sets forth by segment certain information with respect to facilities leased by the Registrant:

Manufacturing

	Approximate
	Floor Space		Expiration Date of
Location	(Square Feet)		Lease		Use
Middlefield, Ohio		632,000		September 30, 2025		Manufacturing and distribution
Cassopolis, Michigan		210,000		October 31, 2010		Manufacturing and distribution
Reidsville, N. Carolina		171,000		September 30, 2009		Manufacturing and distribution
South Gate, California		122,000		October 31, 2009		Manufacturing and distribution
Stoke Works, England		108,000		August 31, 2008		Sales and distribution
Mulheim, Germany		54,000		December 31, 2010		Sales and distribution
Jaguariuna, Brazil		54,000		March 3, 2009		Manufacturing and distribution
Brampton, Ontario, Canada		43,000		December 31, 2007		Sales and distribution
Commerce, California		42,000		September 14, 2008		Manufacturing and distribution
Nanterre Cedex, France		25,000		April 30, 2008		Administration and sales
Milford, Ohio		22,000		August 31, 2006		Administration and sales
Orbassano, Italy		3,000		June 30, 2012		Sales and distribution

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      The Registrant also leases distribution facilities in 28 locations throughout the United States and Canada which, in the aggregate, amount to approximately 167,000 square feet of warehouse and office space. All of these locations are used by the distribution of aftermarket repair products and services segment.

      The Registrant believes that all of its properties, machinery and equipment generally are well maintained and adequate for the purposes for which they are used.

ITEM 3. Legal Proceedings

      On July 15, 2004, the Company announced that it had reported to the U.S. Department of Justice (“DOJ”) and the Securities and Exchange Commission (“SEC”) certain international business practices that were believed to be in violation of U.S. and, possibly, foreign laws. The practices, which involved a limited number of customers, related to the invoicing of certain sales to foreign customers of the Company’s distribution segment and sales made by foreign subsidiaries to prohibited customers in certain prohibited international jurisdictions. These business practices were discontinued and an independent investigation, which has been substantially completed, was conducted by outside counsel under the authority of the Audit Committee of the Company’s Board of Directors. The results of the investigation have been provided to the DOJ, the SEC, the Office of Foreign Asset Control, U.S. Department of the Treasury (“OFAC”) and the Bureau of Industry and Security, U.S. Department of Commerce (“BIS”).

      The DOJ notified the Company that it determined not to proceed against the Company or its employees for those matters described in the Company’s voluntary reporting and internal investigation. The BIS notified the Company it had completed its investigation and decided not to refer the matter for criminal or administrative prosecution and closed the matter by issuing a warning letter to the Company.

      The Company is still voluntarily working with the SEC and the OFAC to complete the investigation with them. If the SEC or OFAC determined that these incidents were unlawful, they could take action against the Company and/or some of its employees.

      We will seek to settle any enforcement issues arising from these matters, however, at this time we cannot reasonably estimate its potential liability and, therefore, as of December 31, 2005, and the date of this filing, the Company has not recorded any provision for any resulting settlements or potential fines or penalties. Based in part upon the manner in which these matters were resolved with the DOJ and BIS, management believes that this liability, although possible, would not have a material adverse effect on our consolidated financial position, results of operations or cash flows. Further, the Company believes that the practices in question have no effect on previously filed financial statements, and that the final findings from the investigation will not lead to any restatement of reported financial results.

      In addition to the proceedings discussed above, we have been, in the ordinary course of business, a defendant in various lawsuits and a party to various other legal proceedings, some of which are covered in whole or in part by insurance. We believe that the outcome of these lawsuits and other proceedings will not individually or in the aggregate have a future material adverse effect on our consolidated financial position, results of operations or cash flows.

ITEM 4. Submission Of Matters to a Vote of Security Holders

      During the fourth quarter of the fiscal year ended December 31, 2005, there were no matters submitted to a vote of security holders.

Executive Officers of the Registrant

      Set forth below is certain information concerning the executive officers of the Registrant as of December 31, 2005. Executive officers are appointed annually by the Board of Directors.

			Years as
Name	Age		Executive Officer		Title
John C. Orr		55		3	President and Chief Executive Officer
Gregory J. Stodnick		63		26	Vice President — Finance and Chief Financial Officer
Kevin C. O’Neil		50		7	Vice President, General Counsel and Secretary

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      Each executive officer has been principally employed in the capacities shown or similar ones with the Registrant for over the past five years with the exception of Mr. Orr. Mr. Orr, President and Chief Executive Officer, was appointed to his current position on May 1, 2005. Mr. Orr had been President and Chief Operating Officer since 2003. Prior to that Mr. Orr was General Manager of Buckhorn Inc., one of the Company’s material handling subsidiaries. Before coming to Myers Industries, Mr. Orr had been employed by The Goodyear Tire and Rubber Company for 28 years. His last position at Goodyear was Vice President — North America.

      Section 16(a) of the Securities Exchange Act of 1934 requires the Registrant’s Directors, certain of its executive officers and persons who own more than ten percent of its Common Stock (“Insiders”) to file reports of ownership and changes in ownership with the Securities and Exchange Commission and the New York Stock Exchange, Inc., and to furnish the Company with copies of all such forms they file. The Company understands from the information provided to it by the Insiders that they adhered to all filing requirements applicable to the Section 16 Filers, with the exception of Richard P. Johnston, who due to an administrative error, had two sales reported on a Form 4 which was filed six business days late.

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PART II

ITEM 5. Market for Registrant’s Common Stock and Related Stockholder Matters and Issuer Purchases of Equity Securities

      The Company’s Common Stock is traded on the New York Stock Exchange (ticker symbol MYE). The approximate number of record holders at December 31, 2005 was 1,639. High and low stock prices and dividends for the last two years were:

	Sales Price
2005					Dividends
Quarter Ended	High		Low		Paid
March 31		14.84		11.98		.05
June 30		14.51		9.23		.05
September 30		13.70		11.38		.05
December 31		14.84		10.60		.05

	Sales Price
2004					Dividends
Quarter Ended	High		Low		Paid
March 31		11.82		10.06		.045
June 30		12.91		10.36		.045
September 30		13.54		10.80		.05
December 31		12.97		10.02		.05

ITEM 6. Selected Financial Data

MYERS INDUSTRIES, INC. AND SUBSIDIARIES

Five-Year Summary

			2005		2004		2003		2002		2001
Operations for the Year
	Net sales		$	903,679,161	$	803,070,387	$	661,091,504	$	607,991,158	$	607,950,431
		Cost of sales		657,506,277		564,295,649		460,803,695		406,572,783		403,011,346
		Selling		116,928,928		111,674,885		98,536,272		88,407,389		88,020,857
		General and administrative		74,302,380		76,573,941		67,030,583		60,840,409		70,979,067
		Gain on sale of plant		1,049,193		1,524,598		-0-		-0-		-0-
		Interest — net		15,584,262		13,321,750		10,074,438		11,809,749		18,699,142
				863,272,654		764,341,627		636,444,988		567,630,330		580,710,412
	Income before income taxes			40,406,507		38,728,760		24,646,516		40,360,828		27,240,019
	Income taxes			13,851,000		13,019,000		8,321,000		16,401,000		12,049,000
	Net income		$	26,555,507	$	25,709,760	$	16,325,516	$	23,959,828	$	15,191,019
	Net income per basic and diluted share*		$	.76	$	.76	$	.49	$	.73	$	.46

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			2005		2004		2003		2002		2001
Financial Position — At Year End
	Total assets		$	760,007,043	$	785,602,562	$	621,626,806	$	602,482,330	$	582,166,378
	Current assets			284,327,740		284,072,177		207,933,141		201,140,357		196,618,597
	Current liabilities			141,242,091		136,251,927		94,175,498		117,368,956		104,899,238
	Working capital			143,085,649		147,820,250		113,757,643		83,771,401		91,719,359
	Other assets			279,957,521		291,041,595		229,849,237		210,546,946		194,811,960
	Property, plant and equipment — net			195,721,782		210,488,790		183,844,428		190,795,027		190,735,821
	Less:
		Long-term debt		249,523,633		275,252,278		211,002,691		212,222,615		247,145,234
		Deferred income taxes		29,839,948		28,094,321		21,924,269		17,201,131		12,595,697
Shareholders’ Equity			$	339,401,371	$	346,004,036	$	294,524,348	$	255,689,628	$	217,526,209
Common Shares Outstanding*				34,806,393		34,645,948		33,201,582		33,078,910		32,790,580
Book Value Per Common Share*			$	9.75	$	9.99	$	8.87	$	7.73	$	6.63
Other Data
	Dividends paid		$	6,946,838	$	6,478,502	$	6,026,349	$	5,878,169	$	5,454,870
	Dividends paid per Common Share*			0.20		0.19		0.18		0.18		0.17
		Average Common Shares Outstanding during the year*		34,724,488		33,846,511		33,138,086		32,969,027		32,727,610

*  Adjusted for the 10% stock dividend issued in August 2004, the five-for-four stock split distributed in August 2002; and the ten percent stock dividends issued in August, 2001.

ITEM 7. Management’s Discussion and Analysis of Results of Operations and Financial Condition

2005 Results of Operations

      For the year ended December 31, 2005, net sales were a record $903.7 million, an increase of 13 percent from the $803.1 reported in 2004. Contributions from acquisitions increased total net sales by $39.0 million, while the translation effect of foreign currencies, primarily the euro, increased sales by $2.5 million. Excluding effects of foreign currency and acquisitions, net sales would have increased $59.1 million or 7 percent as the Company experienced strong demand and improved sales across most of its business segments. Net income for the year was $26.6 million, an increase of 3 percent compared to $25.7 million in 2004. Net income per share was $0.76, the same as reported for 2004 as additional shares issued in connection with the July 2004 acquisition of Pro Cal offset the increase in net income. Foreign currency translation did not have a significant effect on net income reported for 2005.

      During 2005, the Company experienced significantly higher costs for plastic raw materials and, as a result, gross profit, expressed as a percentage of sales, was reduced to 27.2 percent in 2005 compared with 29.7 percent in 2004. This decline in gross profit margin was related to the Company’s four manufacturing segments, as margins in the distribution segment were essentially unchanged between years. For the year ended December 31, 2005, plastic raw material costs were approximately 30 percent higher on average compared to the prior year. The Company was able to recover a significant portion of the increased raw material costs through higher selling prices, cost control initiatives and improved manufacturing efficiencies, however, these measures could not offset the total impact of higher raw material costs on gross margins.

      In 2005, total operating expenses increased $3.5 million or 2 percent compared to the prior year. Current year operating expenses were increased approximately $3.7 million due to the full year impact of acquired companies and the effect of foreign exchange rate changes which added $790,000 of operating expense. Excluding the impact of acquisitions and foreign currency changes, operating expenses were down approximately $1 million between years as cost control initiatives were successful in reducing general and

16

administrative costs. Operating expenses, excluding the gain on sale of plants ($1,049,193 and $1,524,598 in 2005 and 2004, respectively), expressed as a percent of sales were reduced to 21.2 percent in the current year compared with 23.4 percent in 2004, reflecting the benefit of cost control programs and improved leverage from higher sales.

      Net interest expense for 2005 increased 17 percent to $15.6 million compared to $13.3 million in the prior year. The increase primarily reflects higher interest rates as average borrowing levels were only slightly higher during the current year.

      Income taxes as a percent of income before taxes for the year ended December 31, 2005, increased to 34.3 percent compared to 33.6 percent in 2004. The higher effective rate in 2005 was primarily the result of additional income taxes of approximately $281,000, related to repatriation of $4.4 million in dividends from foreign subsidiaries pursuant to the American Jobs Creation Act of 2004. In both years, the Company’s effective tax rate was reduced as a result of foreign tax rate differences including the realization of net operating class carryforwards previously reserved.

      Sales in the Distribution Segment for 2005 were a record $189.9 million, an increase of 11 percent compared to the prior year. This increase was primarily due to increased volume as sales of both equipment and consumable supplies remained strong across the segment’s markets, particularly to independent tire dealers. Income before taxes increased 19 percent to $20.6 million compared to last year’s $17.3 million, a result of the increased sales combined with ongoing cost controls which provided improved leverage of operating expenses.

      Sales in the Material Handling — North America Segment were $209.5 million for the year ended December 31, 2005, an increase of $20.1 million or 11 percent compared to the $189.4 million reported in 2004. The increase in sales was primarily the result of higher selling prices implemented through most product lines and markets. Income before taxes of $16.3 million was down 17 percent compared the $19.7 million reported in the prior year. The decline in income before taxes was due to substantially higher raw material costs which were, on average, approximately 30 percent higher in 2005. The increased raw material costs were partially offset by higher selling prices, improved productivity and operating expense controls.

      Sales in the Material Handling — Europe Segment for 2005 were $166.8 million, virtually unchanged from the $167.2 million reported in the prior year. Due to a stronger euro, a favorable impact from foreign currency translation increased sales by $2.5 million in the current year. Excluding the impact of foreign currency translation sales in the segment were down $2.9 million or 2 percent for the year as weakness in European industrial markets resulted in lower sales volumes for those product lines. Income before taxes in 2005 was $8.3 million, an increase of $2.4 million or 40 percent compared to the prior year. The key factors influencing the improved profitability in this segment were higher selling prices and lower operating expenses which more than offset the impact of increased raw material costs. Foreign currency translation did not have a significant effect on net income reported in 2005.

      In the Automotive and Custom Segment, sales for the current year were $195.1 million, an increase of $24 million or 14 percent compared to 2004. Revenues for 2005 include $10.1 million incremental sales from the acquisition of Michigan Rubber Products and WEK Industries in March 2004. Excluding the contribution from acquisitions, sales in the segment increased 8 percent as strong demand in automotive, RV and heavy truck markets resulted in higher sales volumes. Income before taxes was $10.0 million, a decrease of 24 percent compared to the $13.1 million reported in 2004. Key factors affecting profitability in this segment include higher rubber and plastic raw material costs and the slower rate at which the Company is able to implement higher selling prices to various automotive OEMs to help offset those costs.

      In the Lawn and Garden Segment, 2005 sales were $170.4 million, an increase of $51.9 million or 44 percent compared to the prior year. Current year sales include $28.9 million incremental revenue from the acquisition of Pro Cal in July 2004. Excluding the impact of the acquisition of Pro Cal, sales in the segment increased $23.0 million or 19 percent for the year reflecting both unit volume gains and higher selling prices. The strong sales performance was a result of new product introductions and continued strong demand from all sectors of the horticultural market, from grower to retail. Income before taxes was $16.4 million for 2005, an

17

increase of $4.5 million or 37 percent compared to the prior year. Key factors influencing the improved profitability were higher selling prices and operating cost controls, which more than offset the negative impact of higher costs for plastic raw materials.

2004 Results of Operations

      In 2004, the Company reported sales of $803.1 million as a result of the contributions from acquisitions, favorable foreign currency translations, and strong demand across most markets served by the Company’s businesses. Net income of $25.8 million, or $.76 per share, increased 57 percent from the $16.3 million reported in 2003. Net income benefited approximately $914,000 from a gain on the sale of a warehouse facility in California and approximately $520,000 from favorable foreign currency translation; however, substantial and continuing increases in plastic raw material costs were a significant impediment to better earnings.

      For the year ended December 31, 2004, net sales of $803.1 million were up 21 percent from the $661.1 million reported for 2003. The acquisitions of ATP Automotive (Michigan Rubber Products and WEK Industries) and Productivity California (Pro Cal) contributed $67.3 million of additional sales and favorable foreign currency translations, primarily from a stronger euro, increased sales $19.3 million. Excluding the impact of acquired companies and foreign currency translations, net sales increased $55.4 million or 8 percent from the prior year as the Company experienced increases in all of its business segments.

      Myers Industries reports its business in five segments, one distribution segment and four manufacturing segments: Material Handling — North America; Material Handling — Europe; Automotive and Custom; and Lawn and Garden. Sales by each segment are reflected below.

      Sales in the Distribution Segment increased $13.3 million or 8 percent above 2003. The increase reflects higher unit volumes from strong demand for both repair supplies and equipment by tire dealers, auto dealers, and national accounts.

      In the four manufacturing segments, combined sales increased $128.9 million or 25 percent compared to the prior year. Excluding sales from acquired companies and favorable foreign currency translation, sales in the manufacturing segments increased $43.0 million or 8 percent. The increase in sales across the manufacturing segments was primarily the result of higher unit volumes from existing and new customers in a diverse mix of markets; however, increased selling prices accounted for approximately 20 percent of the improvement. On a segment basis, sales in the Material Handling — North America Segment increased $17.3 million or 10 percent from 2003, driven by strong unit volume growth for plastic reusable containers and pallets in markets such as automotive, agriculture, industrial, food processing, and others. Sales of similar products to similar markets in the Material Handling — Europe Segment increased $17.9 million or 12 percent over 2003; excluding favorable foreign currency translation, sales in the segment increased $1.4 million or 1 percent. The Automotive and Custom Segment serves a wide range of OEM automotive, heavy truck, recreational vehicle, tire repair, and other similar niche markets with plastic and rubber components, assemblies, custom parts, and tire repair products; strength in these markets increased the segment’s sales by $68.6 million or 67 percent from 2003. Excluding contributions from the acquisition of Michigan Rubber Products and WEK, sales in the Automotive and Custom Segment increased $19.8 million or 19 percent. Sales in the Lawn and Garden Segment increased $25.1 million or 27 percent, due to continued strong demand for the Company’s plastic flowerpots, nursery containers, and decorative planters from professional plant growers, retail garden centers, and mass merchandisers across North America. Excluding contributions from the acquisition of Pro Cal, sales in the Lawn and Garden Segment increased $6.6 million or 7 percent.

      Gross profit, expressed as a percentage of sales, was reduced to 29.7 percent for the year ended December 31, 2004 compared to 30.3 percent in 2003. The decline in margin was related to the four manufacturing segments, as the gross profit margins in the Distribution Segment were essentially unchanged between years. In the manufacturing segments, prices for plastic resins, which rose substantially in 2003, continued to increase throughout 2004. During 2004, raw material costs were higher for all of the plastic resins used by the Company’s manufacturing businesses and were, on average, 22 percent higher for high-density polyethylene, the type of resin most widely used.

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      Total operating expenses increased $22.7 million or 14 percent for the year ended December 31, 2004 compared with the prior year. Approximately $7.7 million of this increase was due to acquired companies and the impact of foreign currency translations added $6.8 million of operating expense. Excluding the impact of acquisitions and foreign currency translation, operating expenses were up $8.2 million or 5 percent primarily due to higher selling expense resulting from increased sales, and legal and professional expenses associated with the new corporate governance mandates. Expressed as a percentage of sales, operating expenses were reduced to 23.4 percent in 2004 compared with 25.0 percent in the prior year.

      Net interest expense of $13.3 million increased 32 percent from the $10.1 million reported in 2003. This increase was primarily the result of higher average borrowing levels as acquisitions added approximately $79 million in total debt, including cash outlay and debt assumption.

      Income taxes as a percent of income before taxes was 33.6 percent in 2004 compared to 33.8 percent in 2003. In both years, the Company’s effective tax rate was reduced as a result of foreign tax rate differences, including the realization of net operating loss carryforwards previously reserved.

Financial Condition

Liquidity and Capital Resources

      In 2005, the Company generated cash from operating activities of $67.2 million compared with $46.4 million in the prior year. The increase of $20.7 million in cash provided by operating activities was primarily due to the $3.6 million of cash provided by net working capital changes in the current year compared to cash used of $16.9 million in 2004. During the current year the Company provided working capital of $1.9 million from the liquidation of inventories compared to a use of $25.0 million of working capital in 2004, when inventories were built up to protect against price increases. In addition accounts receivable stayed at the same approximate levels as 2004 as the Company’s working capital management programs continued to improve both the collection periods for accounts receivable and days of inventory outstanding. During 2005, total debt was reduced $24.6 million to $252.8 million compared to $277.4 million at December 31, 2004. Total debt as a percentage of total capitalization at December 31, 2005 was reduced to 43 percent, compared to 44 percent at the prior year end. At December 31, 2005, the Company had working capital of $143.1 million and a current ratio of 2.0 which represents a slight decline compared to the prior year end.

      On June 30, 2005, the Company entered into an amendment of its revolving credit agreement (the Credit Agreement) with a group of banks. The amendment revised the covenant related to maintenance of a maximum leverage ratio, defined as total debt to earnings before interest, taxes, depreciation and amortization. In addition, the amendment increased the Company’s limit on annual capital expenditures to $50 million. The Company believes it is in compliance with all of the covenants of the Credit Agreement as amended. At December 31, 2005, the Company had approximately $80.5 million available under the Credit Agreement.

      Capital expenditures for the year ended December 31, 2005 were $26.9 million and are expected to be in the range of $25 to $30 million annually over the next five years. Cash flows from operations and funds available under the Credit Agreement will provide the Company’s primary source of financing. Management believes that cash flows from operations and available credit facilities will be sufficient to meet expected business requirements including capital expenditures, dividends, working capital and debt service.

19

      The following summarizes the Company’s estimated future cash outflows from financial contracts and commitments:

	Less Than		2-3		4-5
	1 Year		Years		Years		Thereafter		Total
	(Dollars in Thousands)
Principal payments on debt	$	3,241	$	750	$	213,560	$	35,213	$	252,764
Interest		14,598		28,823		14,256		7,152		64,829
Lease payments		13,513		20,385		13,886		31,021		78,805
Pension		1,041		641		747		2,330		4,759
Total	$	32,393	$	50,599	$	242,449	$	75,716	$	401,157

Market Risk and Derivative Financial Instruments

      The Company has financing arrangements that require interest payments based on floating interest rates. As such, the Company’s financial results are subject to changes in the market rate of interest. Our objective in managing the exposure to interest rate changes is to limit the volatility and impact of rate changes on earnings while maintaining the lowest overall borrowing cost. At present, the Company has not entered into any interest rate swaps or other derivative instruments to fix the interest rate on any portion of its financing arrangements with floating rates. Accordingly, based on current debt levels at December 31, 2005, if market interest rates increase one percent, the Company’s interest expense would increase approximately $1.4 million.

      Some of the Company’s subsidiaries operate in foreign countries and, as such, their financial results are subject to the variability that arises from exchange rate movements. The Company believes that foreign currency exchange rate fluctuations do not represent a significant market risk due to the nature of the foreign countries in which we operate, primarily Canada and Western Europe, as well as the size of those operations relative to the total Company.

      The Company uses certain commodities, primarily plastic resins, in its manufacturing processes. As such, the cost of operations is subject to fluctuation as the market for these commodities changes. The Company monitors this risk but currently has no derivative contracts to hedge this risk; however, the Company also has no significant purchase obligations to purchase fixed quantities of such commodities in future periods.

Critical Accounting Policies

      Our discussion and analysis of the Company’s financial condition and results of operations are based on the accompanying consolidated financial statements, which are prepared in accordance with accounting principles generally accepted in the United States of America. As indicated in the Summary of Significant Accounting Policies included in the notes to the consolidated financial statements (included in Item 8 of this report), the amount of assets, liabilities, revenue and expenses reported are affected by estimates and judgements that are necessary to comply with generally accepted accounting principles. We base our estimates on prior experience and other assumptions that we consider reasonable to our circumstances. While estimates and judgements are applied in arriving at reported amounts such as pension benefits and provisions for self-insured risks, we believe the following matters may involve a high degree of judgement and complexity.

      Revenue Recognition — The Company recognizes revenues from the sale of products, net of actual and estimated returns, at the point of passage of title, which is at the time of shipment.

      Bad Debts — The Company evaluates the collectability of accounts receivable based on a combination of factors. In circumstances where the Company is aware of a specific customer’s inability to meet its financial obligations, a specific allowance for doubtful accounts is recorded against amounts due to reduce the net recognized receivable to the amount the Company reasonably believes will be collected. Additionally, the Company also reviews historical trends for collectability in determining an estimate for its allowance for doubtful accounts. If economic circumstances change substantially, estimates of the recoverability of amounts due the Company could be reduced by a material amount.

20

      Inventory — Inventories are valued at the lower of cost or market. Cost is determined by the last-in, first-out (LIFO) method for approximately 38 percent of the Company’s inventories and the first-in, first-out (FIFO) method for all other inventories. Where appropriate, standard cost systems are utilized for purposes of determining cost; the standards are adjusted as necessary to ensure they approximate actual costs. Estimates of lower of cost or market value of inventory are determined based upon current economic conditions, historical sales quantities and patterns and, in some cases, the specific risk of loss on specifically identified inventories.

      Goodwill — As a result of Statement of Financial Accounting Standards No. 142 “Goodwill and Other Intangible Assets,” recorded goodwill is subjected to annual impairment testing, unless significant changes in circumstances indicate a potential impairment may have occurred sooner. Goodwill impairment testing requires, in part, that we estimate the fair value of our business units which, in turn, requires that we make judgments concerning future cash flows and appropriate discount rates for those businesses. Fair values are established using a weighted average of comparative market multiples in the current market conditions and discounted cash flows. The discount rate used as of December 31, 2005 and December 31, 2004 was 11% and 12.1% respectively. The decrease is primarily a result of a lowering of the risk free rate in the weighted average cost of capital. In addition we make certain judgments about the selection of comparable companies used in determining market multiples in valuing our business units, as well as certain assumptions to allocate shared assets and liabilities to calculate values for each of our business units. Our estimate of the fair values of these business units and the related goodwill, could change over time based on a variety of factors, including the actual operating performance of the underlying business or the impact of future events on the cost of capital and the related discount rates used. No impairment losses were recorded during the years ended December 31, 2005, 2004, or 2003.

      Contingencies — In the ordinary course of business, we are involved in various legal proceedings and contingencies. We have recorded liabilities for these matters in accordance with Statement of Financial Accounting Standards No. 5, “Accounting for Contingencies” (SFAS No. 5). SFAS No. 5 requires a liability to be recorded based on our estimate of the probable cost of the resolution of a contingency. The actual resolution of these contingencies may differ from our estimates. If a contingency were settled for an amount greater than our estimates, a future charge to income would result. Likewise, if a contingency were settled for an amount that is less than our estimate, a future credit to income would result.

      Income Taxes — Deferred income taxes are provided to recognize the effect of temporary differences between financial and tax reporting. Deferred income taxes are not provided for undistributed earnings of foreign consolidated subsidiaries as it is our intention to reinvest such earnings for an indefinite period of time. The Company has significant operations outside the United States and in jurisdictions with statutory tax rates both higher and lower than in the United States. As a result, significant tax and treasury planning and analysis of future operations are necessary to determine the proper amounts of tax assets, liabilities and expense to be recognized.

Recent Pronouncements

      In November 2004, the FASB issued a SFAS No. 151, “Inventory Costs. An amendment of ARB No. 43, Chapter 4.” SFAS No. 151 clarifies that abnormal amounts of idle facility expense, freight, handling costs and wasted materials should be recognized as current period charges in all circumstances. SFAS No. 151 will be effective for us beginning January 1, 2006. We do not expect the adoption of SFAS No. 151 to have a material effect on our financial position, results of operations or cash flows.

      In December 2004, the FASB issued SFAS No. 123(R),“Share-Based Payment.” SFAS No. 123(R) required that public companies recognize expense in an amount equal to the fair value of the share-based payment. We will adopt SFAS No. 123(R) beginning January 1, 2006, and intend to use the modified prospective method of adoption. As permitted SFAS No. 123, we currently account for share-based payments to employees using APB Opinion No. 25’s intrinsic value method and, as such, recognize no compensation expense for employee stock options. Accordingly, the adoption of SFAS No. 123(R)’s fair value method will have an impact on our results of operations, although it will have no impact to our overall financial position.

21

The impact of adoption of SFAS No. 123(R) cannot be predicted at this time because it will depend on levels of share-based payments granted in the future. However, had we adopted SFAS No. 123(R) in prior periods, the impact of that standard would have approximated the impact of SFAS No. 123 as described in the disclosure of proforma net income and diluted net income per share in Stock Compensation Footnote to our Consolidated Financial Statements. The effect of this Statement on the Company will be dependent in large part upon future equity based grants, however, based on options previously granted and related vesting schedules the Company would recognize approximately $968,000 of compensation expense over the next four years. SFAS No. 123(R) also requires the benefits to tax deductions in excess of recognized compensation expense to be reported as a financing cash flow activity, rather than as an operating cash flow activity as required under current literature. This requirement will reduce net operating cash flows and increase net financing cash flows in periods after adoption.

      In March 2005, the FASB issued FASB Interpretation No. 47, “Accounting for Conditional Asset Retirement Obligations” (FIN 47). FIN 47 clarifies that an entity must record a liability for a conditional asset retirement obligation if the fair value of the obligation can be reasonably estimated. The provisions of FIN 47 became effective December 31, 2005, however, the Company has determined that the adoption of FIN 47 has not had a material impact on the Company’s results of operations or financial condition.

ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk

      The Company has financing arrangements that require interest payments based on floating interest rates. As such, the Company’s financial results are subject to changes in the market rate of interest. Our objective in managing the exposure to interest rate changes is to limit the volatility and impact of rate changes on earnings while maintaining the lowest overall borrowing cost. At present, the Company has not entered into any interest rate swaps or other derivative instruments to fix the interest rate on any portion of its financing arrangements with floating rates. Accordingly, based on current debt levels at December 31, 2005, if market interest rates increase one percent, the Company’s interest expense would increase approximately $1.4 million.

      Some of the Company’s subsidiaries operate in foreign countries and, as such, their financial results are subject to the variability that arises from exchange rate movements. The Company believes that foreign currency exchange rate fluctuations do not represent a significant market risk due to the nature of the foreign countries in which we operate, primarily Canada and Western Europe, as well as the size of those operations relative to the total Company.

      The Company uses certain commodities, primarily plastic resins, in its manufacturing processes. As such, the cost of operations is subject to fluctuation as the market for these commodities changes. The Company monitors this risk but currently has no derivative contracts to hedge this risk, however, the Company also has no significant purchase obligations to purchase fixed quantities of such commodities in future periods.

ITEM 8. Financial Statements and Supplementary Data

Summarized Quarterly Results of Operations

(Unaudited) Thousands of Dollars, Except Per Share Data

	March 31		June 30		Sept. 30		Dec. 31		Total
Quarter Ended 2005
Net Sales	$	236,225	$	225,022	$	210,989	$	231,443	$	903,679
Gross Profit		63,827		58,642		57,332		66,372		246,173
Net Income		7,769		5,150		4,947		8,690		26,556
Per Basic and Diluted Share		.22		.15		.14		.25		.76

	March 31		June 30		Sept. 30		Dec. 31		Total
Quarter Ended 2004
Net Sales	$	185,518	$	196,755	$	199,381	$	221,416	$	803,070
Gross Profit		61,058		58,596		54,095		65,026		238,775
Net Income		8,856		6,103		3,820		6,931		25,710
Per Basic and Diluted Share		.27		.18		.11		.20		.76

22

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholders

Myers Industries, Inc.:

      We have audited the accompanying statement of consolidated financial position of Myers Industries, Inc. and subsidiaries (Company) as of December 31, 2005, and the related statements of consolidated income, shareholders’ equity and comprehensive income, and cash flows for the year then ended. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

      We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

      In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Myers Industries, Inc. and subsidiaries as of December 31, 2005, and the results of their operations and their cash flows for the year ended December 31, 2005, in conformity with U.S. generally accepted accounting principles.

      We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of the Company’s internal control over financial reporting as of December 31, 2005, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated March 16, 2006 expressed an unqualified opinion on management’s assessment of, and the effective operation of, internal control over financial reporting.

/s/ KPMG LLP

Cleveland, Ohio

March 16, 2006

23

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

      We have audited the accompanying statements of consolidated financial position of Myers Industries, inc. (an Ohio Corporation and Subsidiaries as of December 31, 2004 and the related consolidated statements of income, shareholders’ equity and comprehensive income and cash flows for each of the two years in the period ended December 31, 2004. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

      We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

      In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Myers Industries, Inc. and Subsidiaries at December 31, 2004 and the consolidated results of their operations and their cash flows for each of the two years in the period ended December 31, 2004, in conformity with U.S. generally accepted accounting principles.

/s/ Ernst & Young LLP

Akron, Ohio

March 15, 2005

24

MYERS INDUSTRIES, INC. AND SUBSIDIARIES

Statements of Consolidated Income

For The Years Ended December 31, 2005, 2004 and 2003

			2005			2004			2003
Net sales			$	903,679,161		$	803,070,387		$	661,091,504
Cost of sales				657,506,277			564,295,649			460,803,695
	Gross profit			246,172,884			238,774,738			200,287,809
Operating expenses
	Selling			116,928,928			111,674,885			98,536,272
	General and administrative			74,302,380			76,573,941			67,030,583
	Gain on sale of plants			(1,049,193	)		(1,524,598	)		–0–
				190,182,115			186,724,228			165,566,855
		Operating income		55,990,769			52,050,510			34,720,954
Interest
	Income			(706,340	)		(611,272	)		(366,324	)
	Expense			16,290,602			13,933,022			10,440,762
				15,584,262			13,321,750			10,074,438
Income before income taxes				40,406,507			38,728,760			24,646,516
Income taxes				13,851,000			13,019,000			8,321,000
Net income			$	26,555,507		$	25,709,760		$	16,325,516
Net income per basic and diluted common share			$	.76		$	.76		$	.49
Weighted average common shares outstanding				34,724,488			33,846,511			33,138,086

The accompanying notes are an integral part of these statements.

25

MYERS INDUSTRIES, INC. AND SUBSIDIARIES

Statements of Consolidated Financial Position

As of December 31, 2005 and 2004

			2005			2004
Assets
Current Assets
	Cash		$	19,159,220		$	8,018,623
	Accounts receivable — less allowances of $4,600,000 and $5,740,000, respectively			144,950,880			151,068,463
	Inventories
		Finished and in-process products		78,114,802			82,022,726
		Raw materials and supplies		37,693,510			38,339,728
				115,808,312			120,362,454
	Prepaid expenses and other			4,409,328			4,622,637
Total Current Assets				284,327,740			284,072,177
Other Assets
	Goodwill			263,883,274			279,576,020
	Intangible assets, net			11,739,163			6,576,433
	Other			4,335,084			4,889,142
				279,957,521			291,041,595
Property, Plant and Equipment, at Cost
	Land			8,477,973			9,190,588
	Buildings and leasehold improvements			90,641,676			90,675,147
	Machinery and equipment			394,800,272			409,188,994
				493,919,921			509,054,729
	Less allowances for depreciation and amortization			298,198,139			298,565,939
				195,721,782			210,488,790
			$	760,007,043		$	785,602,562
Liabilities and Shareholders’ Equity
Current Liabilities
	Accounts payable		$	67,838,604		$	72,858,791
	Accrued expenses
		Employee compensation and related items		41,646,004			34,126,487
		Taxes, other than income taxes		2,558,217			2,640,474
		Accrued interest		1,175,193			1,113,128
		Other		24,783,252			23,405,957
	Current portion of long-term debt			3,240,821			2,107,090
Total Current Liabilities				141,242,091			136,251,927
Long-term Debt, less current portion				249,523,633			275,252,278
Deferred Income Taxes				29,839,947			28,094,321
Shareholders’ Equity
	Serial Preferred Shares (authorized 1,000,000 shares)			–0–			–0–
	Common Shares, without par value (authorized 60,000,000 shares; outstanding 34,806,393 and 34,645,948 shares, respectively)			21,188,831			21,090,960
	Additional paid-in capital			267,562,138			266,257,630
	Accumulated other comprehensive (loss) income			(1,524,303	)		26,089,410
	Retained income			52,174,705			32,566,036
				339,401,371			346,004,036
			$	760,007,043		$	785,602,562

The accompanying notes are an integral part of these statements.

26

MYERS INDUSTRIES, INC. AND SUBSIDIARIES

Statements of Consolidated Shareholders’ Equity

and Comprehensive Income

For The Years Ended December 31, 2005, 2004 and 2003

								Accumulated
								Other
		Common Shares				Additional		Comprehensive						Comprehensive
						Paid-In		(Loss)			Retained			(Loss)
		Number		Amount		Capital		Income			Income			Income
Balance at January 1, 2003			30,071,736	$	18,301,212	$	216,077,838	$	(16,590,693	)	$	37,901,271		$	41,780,890
Additions
	Net income		–0–		–0–		–0–		–0–			16,325,516			16,325,516
	Sales under option plans		43,747		26,687		358,862		–0–			–0–			–0–
	Employees stock purchase plan		53,264		32,490		441,917		–0–			–0–			–0–
	Dividend reinvestment plan		14,509		8,851		141,193		–0–			–0–			–0–
	Foreign currency translation adjustment		–0–		–0–		–0–		27,413,845			–0–			27,413,845
	FAS 87 additional pension liability		–0–		–0–		–0–		111,708			–0–			111,708
Deductions
	Dividends — $.18 per share		–0–		–0–		–0–		–0–			(6,026,349	)		–0–
Balance at December 31, 2003			30,183,256	$	18,369,240	$	217,019,810	$	10,934,860		$	48,200,438		$	43,851,069
Additions
	Net income		–0–		–0–		–0–		–0–			25,709,760			25,709,760
	Sales under option plans		230,697		140,204		1,759,287		–0–			–0–			–0–
	Employees stock purchase plan		40,749		24,856		425,329		–0–			–0–			–0–
	Dividend reinvestment plan		9,926		6,055		118,224		–0–			–0–			–0–
	Stock issued for acquisition		1,054,900		643,489		13,982,523		–0–			–0–			–0–
	Foreign currency translation adjustment				–0–		–0–		14,399,896			–0–			14,399,896
	FAS 87 additional pension liability		–0–		–0–		–0–		754,654			–0–			754,654
Deductions
	Dividends — $.19 per share		–0–		–0–		–0–		–0–			(6,478,502	)		–0–
	10% stock dividend		3,126,420		1,907,116		32,952,457		–0–			(34,865,660	)		–0–
Balance at December 31, 2004			34,645,948	$	21,090,960	$	266,257,630	$	26,089,410		$	32,566,036		$	40,864,310
Additions
	Net income		–0–		–0–		–0–		–0–			26,555,507			26,555,507
	Sales under option plans		101,993		62,215		655,112		–0–			–0–			–0–
	Employees stock purchase plan		41,699		25,436		453,572		–0–			–0–			–0–
	Dividend reinvestment plan		12,092		7,377		143,295		–0–			–0–			–0–
	Stock issued for acquisition		4,661		2,843		52,529		–0–			–0–			–0–
Deductions
	Foreign currency translation adjustment		–0–		–0–		–0–		(25,704,942	)		–0–			(25,704,942	)
	Dividends — $.20 per share		–0–		–0–		–0–		–0–			(6,946,838	)		–0–
	FAS 87 additional pension liability		–0–		–0–		–0–		(1,908,771	)		–0–			(1,908,771	)
Balance at December 31, 2005			34,806,393	$	21,188,831	$	267,562,138	$	(1,524,303	)	$	52,174,705		$	(1,058,206	)

The accompanying notes are an integral part of these statements.

27

MYERS INDUSTRIES, INC. AND SUBSIDIARIES

Statements of Consolidated Cash Flows

For the Years Ended December 31, 2005, 2004 and 2003

				2005			2004			2003
Cash Flows From Operating Activities
	Net income			$	26,555,507		$	25,709,760		$	16,325,516
	Items not affecting use of cash
		Depreciation			33,964,539			36,707,612			34,777,734
		Amortization of intangible assets			2,032,234			2,467,395			1,777,258
		Deferred income taxes			2,158,202			(71,426	)		4,415,099
		Gain on sale of plant			(1,049,193	)		(1,524,598	)		-0-
	Cash flow provided by (used for) working capital
		Accounts receivable			(873,466	)		(17,919,687	)		4,855,862
		Inventories			1,910,184			(24,990,962	)		2,975,650
		Prepaid expenses and other			135,624			984,640			908,618
		Accounts payable and accrued expenses			2,399,719			25,061,271			(14,901,650	)
			Net cash provided by operating activities		67,233,350			46,424,005			51,134,087
Cash Flows From Investing Activities
	Acquisition of businesses, net of cash acquired				–0–			(41,491,886	)		(776,058	)
	Proceeds from sale of plant				2,605,409			2,522,179			–0–
	Additions to property, plant and equipment				(26,855,989	)		(25,899,044	)		(20,009,908	)
	Other				762,904			(774,358	)		(1,116,197	)
			Net cash used for investing activities		(23,487,676	)		(65,643,109	)		(21,902,163	)
Cash Flows From Financing Activities
	Long-term debt proceeds				–0–			–0–			100,000,000
	Repayment of long-term debt				–0–			–0–			(41,500,000	)
	Net borrowing (repayments) — on credit facility				(24,510,702	)		25,718,043			(79,264,114	)
	Deferred financing costs				(262,500	)		(951,508	)		(1,042,232	)
	Cash dividends paid				(6,946,838	)		(6,478,502	)		(6,026,349	)
	Proceeds from issuance of common stock				1,347,007			2,473,955			1,010,000
			Net cash (used for) provided by financing activities		(30,373,033	)		20,761,988			(26,822,695	)
Effect of Exchange Rate
			Changes on Cash		(2,232,044	)		808,742			1,555,434
Increase in Cash					11,140,597			2,351,626			3,964,663
	Cash at January 1				8,018,623			5,666,997			1,702,334
	Cash at December 31			$	19,159,220		$	8,018,623		$	5,666,997
Supplemental Disclosures of Cash Flow Information
	Cash paid during the year for
			Interest	$	15,826,862		$	12,763,567		$	9,555,766
			Income taxes	$	12,316,811		$	12,810,773		$	4,809,142

The accompanying notes are an integral part of these statements.

28

MYERS INDUSTRIES, INC. AND SUBSIDIARIES.

Notes to Consolidated Financial Statements

Summary of Significant Accounting Policies

Basis of Presentation

      The consolidated financial statements include the accounts of Myers Industries, Inc. and all wholly owned subsidiaries (Company). All significant intercompany accounts and transactions have been eliminated in consolidation. All subsidiaries that are not wholly owned and are not included in the consolidated results of the Company are immaterial investments which have been accounted for under the cost method. The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures at the date of the financial statements and the reported amount of revenues and expenses during the reported period. Actual results could differ from those estimates. Certain items previously reported in specific financial statement captions have been reclassified to conform to the 2005 presentation.

Translation of Foreign Currencies

      All balance sheet accounts of consolidated foreign subsidiaries are translated at the current exchange rate as of the end of the accounting period and income statement items are translated monthly at an average currency exchange rate for the period. The resulting translation adjustment is recorded in other comprehensive (loss) income as a separate component of shareholders’ equity.

Financial Instruments

      Financial instruments, consisting of trade and notes receivable, and long-term debt, including borrowings at variable interest rates, are considered to have a fair value which approximates carrying value at December 31, 2005.

Concentration of Credit Risk

      Financial instruments that potentially subject the Company to concentration of credit risk primarily consist of trade accounts receivable. The concentration of accounts receivable credit risk is generally limited based on the Company’s diversified operations, with customers spread across many industries and countries. No single customer accounts for more than three percent of total sales and no country, outside of the United States, accounts for more than ten percent of total sales. In addition, management has established certain requirements that customers must meet before credit is extended. The financial condition of customers is continually monitored and collateral is usually not required. The Company evaluates the collectability of accounts receivable based on a combination of factors. In circumstances where the Company is aware of a specific customer’s inability to meet its financial obligations, a specific allowance for doubtful accounts is recorded against amounts due to reduce the net recognized receivable to the amount the Company reasonably believes will be collected. Additionally, the Company also reviews historical trends for collectability in determining an estimate for its allowance for doubtful accounts. If economic circumstances change substantially, estimates of the recoverability of amounts due the Company could be reduced by a material amount. Expense related to bad debts was approximately $2,218,000, $2,105,000 and $2,960,000 for the years 2005, 2004 and 2003, respectively.

Inventories

      Inventories are stated at the lower of cost or market. For approximately 38 percent of its inventories, the Company uses the last-in, first-out (LIFO) method of determining cost. All other inventories are valued at the first-in, first-out (FIFO) method of determining cost.

29

MYERS INDUSTRIES, INC. AND SUBSIDIARIES.

Notes to Consolidated Financial Statements — Continued

      If the FIFO method of inventory cost valuation had been used exclusively by the Company, inventories would have been $9,710,000, $8,459,000, and $4,074,000 higher than reported at December 31, 2005, 2004 and 2003, respectively.

Property, Plant and Equipment

      Property, plant and equipment are carried at cost less accumulated depreciation and amortization. The Company provides for depreciation and amortization on the basis of the straight-line method over the estimated useful lives of the assets as follows:

Buildings	20 to 30 years
Leasehold Improvements	7 to 10 years
Machinery and Equipment	3 to 12 years
Vehicles	1 to 3 years

Long-Lived Assets

      The Company reviews its long-lived assets and identifiable intangible assets with finite lives for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Measurement of the amount of impairment related to assets to be held and used is based upon undiscounted future cash flows resulting from the use and ultimate disposition of the asset. For assets held for disposal, this amount may be based upon appraisal of the assets market value of similar assets or cash flow from the disposition of the asset. In 2005 and 2004, the Company recorded expense of approximately $151,000 and $317,000 in the Material Handling — North America segment to write off unamortized intangible assets and net book value of equipment related to product lines which the Company decided to discontinue. There were no impairment charges recorded in connection with the long-lived assets in 2003.

Revenue Recognition

      The Company recognizes revenues from the sale of products, net of actual and estimated returns, at the point of passage of title, which is at the time of shipment.

Shipping and Handling

      Shipping and handling expenses are classified as selling expenses in the accompanying statements of consolidated income. The Company incurred shipping and handling costs of approximately $22.4 million, $21.9 million and $17.9 million for the years ended December 31, 2005, 2004 and 2003, respectively.

Income Taxes

      Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using tax rates expected to apply to taxable income in the years in which those differences are expected to be received or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

Goodwill and Intangible Assets

      Under the provisions of SFAS No. 142, the Company is required test for impairment on at least an annual basis. The Company conducts its annual impairment assessment as of October 1. In addition, the

30

MYERS INDUSTRIES, INC. AND SUBSIDIARIES.

Notes to Consolidated Financial Statements — Continued

Company will test for impairment whenever events or circumstances indicate that it is more likely than not that the fair value of a reporting unit is below its carrying amount. Such events may include, but are not limited to, significant changes in economic and competitive conditions, the impact of the economic environment on the Company’s customer base or its businesses, or a material negative change in its relationships with significant customers.

      In evaluating goodwill for impairment, the Company uses a combination of valuation techniques including the use of market based multiples and discounted cash flows to determine the fair values of its business reporting units. The variables and assumptions used, including the projections of future revenues and expenses, working capital, terminal values, discount rates and the market multiples observed in sale transactions are determined separately for each reporting unit. The underlying assumptions used are based on historical actual experience and future expectations that are consistent with those used in the Company’s strategic plan. The Company compares the fair value of each of its reporting units to their respective carrying values, including related goodwill. These tests resulted in no impairment to the recorded amounts of goodwill in 2005, 2004 or 2003. The change in goodwill for the years ended December 31, 2005 and 2004 is as follows:

			Material Handling		Material Handling			Automotive and			Lawn and
(Amount in thousands)	Distribution		North America		Europe			Custom			Garden			Total
December 31, 2003	$	214		30,383	$	108,360		$	24,554		$	60,787		$	224,298
Acquisitions		0		0		0			35,645			11,102			46,747
Foreign currency translation		0		0		8,531			0			0			8,531
December 31, 2004		214		30,383		116,891			60,199			71,889			279,576
Acquisitions		0		0		0			(125	)		(345	)		(470	)
Foreign currency translation		0		0		(15,223	)		0			0			(15,223	)
December 31, 2005	$	214	$	30,383	$	101,668		$	60,074		$	71,544		$	263,883

      The reductions in goodwill of $125,000 in the automotive and custom products segment and $345,000 in the lawn and garden products segment resulted from finalization of purchase accounting in connection with the 2004 acquisitions of ATP and Pro Cal, respectively. Refer to acquisition footnote.

      Intangible assets, other than goodwill and tangibles associated with the Company’s retirement plans, primarily consists of customer relationship and technology assets established in connection with purchase accounting or with patents held by the Company. These intangible assets are amortized over their estimated useful lives, which for the customer relationship intangibles is 7 to 10 years and for patents is the period through their expiration date, not to exceed 17 years. Estimated annual amortization expense for the five years ending December 31, 2010 are: $1,307,000 in 2006; $1,238,000 in 2007; $1,085,000 in 2008; $1,085,000 in 2009 and $1,085,000 in 2010.

Net Income Per Share

      Net income per share, as shown on the Statements of Consolidated Income, is determined on the basis of the weighted average number of common shares outstanding during the year, and for all periods shown, basic and diluted earnings per share are identical. During the year ended December 31, 2004, the Company issued a 10 percent stock dividend. All per share data has been adjusted for the stock dividend.

31

MYERS INDUSTRIES, INC. AND SUBSIDIARIES.

Notes to Consolidated Financial Statements — Continued

Stock Compensation

      The Company accounts for stock compensation arrangements using the intrinsic value in Accounting Principles Board (APB) Opinion No. 25, “Accounting for Stock Issued to Employees.” In accordance with the intrinsic value method, the Company has not recognized any expense related to stock options, as options have only been granted with an exercise price equal to the market value of the shares at the date of the grant. The alternative policy in SFAS No. 123, “Accounting for Stock Based Compensation,” provides that compensation expense be recognized based on the fair value of the options awarded, determined by an option pricing model.

      During 2005, the Company granted 326,810 options with an exercise price which was the same as the closing price of the Company’s stock on the date of the grant. The options permit 20 percent of the shares granted to be exercised after six months, with additional vesting of 20 percent exercisable each year thereafter, with the options expiring ten years from the date of grant. The average fair value of the options granted was $2.94. In calculating the pro-forma fair value compensation expense the Company used a trinomial lattice option pricing model. Variables used in calculating the compensation expense include a dividend yield of 1.79 percent, a risk free interest rate of 3.72 percent, an expected life of 4.3 year, and a volatility measure of 26.5 percent for the first vesting period, 32.0 percent for the second vesting period and 37.5 percent thereafter. The following table illustrates the effect on net income and net income per share if we had applied the fair value recognition provisions of SFAS No. 123 to stock-based employee compensation.

(In thousands, except per share amounts)	2005		2004		2003
Net income as reported	$	26,556	$	25,710	$	16,326
Stock option compensation as reported, net of tax		–0–		–0–		–0–
Fair value of stock option compensation, net of tax		180		73		9
Proforma net income	$	26,376	$	25,637	$	16,317
Net income per share:
— Basic and diluted as reported	$	.76	$	.76	$	.49
— Basic and diluted proforma	$	.76	$	.76	$	.49

      In December 2004, the FASB issued a revision to FASB No. 123. SFAS No. 123R, “Share-Based Payment,” focuses primarily on the accounting for transaction in which a company obtains employee services in exchange for stock options or share-based payments. Currently, the Company grants stock option and other equity-based compensation to its employees and discloses the pro forma effect of compensation expense had the Company applied the provisions of SFAS No. 123. Under SFAS No. 123R, the Company will be required to record this compensation expense in the Company’s results of operations. SFAS No. 123R will be effective for the Company beginning in the first quarter of 2006. The Company intends to adopt the new standard using the modified prospective method. The effect of this Statement on the Company will be dependent in large part upon future equity-based grants, however, based on options previously granted and related vesting schedules the Company would recognize approximately $968,000 of compensation expense over the next four years.

Contingencies

      On July 15, 2004, the Company announced that it had reported to the U.S. Department of Justice (“DOJ”) and the Securities and Exchange Commission (“SEC”) certain international business practices that were believed to be in violation of U.S. and, possibly, foreign laws. The practices, which involved a limited number of customers, related to the invoicing of certain sales to foreign customers of the Company’s distribution segment and sales made by foreign subsidiaries to prohibited customers in certain prohibited international jurisdictions. These business practices were discontinued and an independent investigation, which has been substantially completed, was conducted by outside counsel under the authority of the Audit

32

MYERS INDUSTRIES, INC. AND SUBSIDIARIES.

Notes to Consolidated Financial Statements — Continued

Committee of the Company’s Board of Directors. The results of the investigation have been provided to the DOJ, the SEC, the Office of Foreign Asset Control, U.S. Department of the Treasury (“OFAC”) and the Bureau of Industry and Security, U.S. Department of Commerce (“BIS”).

      The DOJ notified the Company that it determined not to proceed against the Company or its employees for those matters described in the Company’s voluntary reporting and internal investigation. The BIS notified the Company it had completed its investigation and decided not to refer the matter for criminal or administrative prosecution and closed the matter by issuing a warning letter to the Company.

      The Company is still voluntarily working with the SEC and the OFAC to complete the investigation with them. If the SEC or OFAC determined that these incidents were unlawful, they could take action against the Company and/or some of its employees.

      We will seek to settle any enforcement issues arising from these matters, however, at this time we cannot reasonably estimate its potential liability and, therefore, as of December 31, 2005, and the date of this filing, the Company has not recorded any provision for any resulting settlements or potential fines or penalties. Based in part upon the manner in which these matters were resolved with the DOJ and BIS, management believes that this liability, although possible, would not have a material adverse effect on our consolidated financial position, results of operations or cash flows. Further, the Company believes that the practices in question have no effect on previously filed financial statements, and that the final findings from the investigation will not lead to any restatement of reported financial results.

      In addition to the proceedings discussed above, we have been, in the ordinary course of business, a defendant in various lawsuits and a party to various other legal proceedings, some of which are covered in whole or in part by insurance. We believe that the outcome of these lawsuits and other proceedings will not individually or in the aggregate have a future material adverse effect on our consolidated financial position, results of operations or cash flows.

Acquisitions

      On March 10, 2004, the Company acquired all of the shares of ATP Automotive, Inc. (ATP), a subsidiary of Applied Tech LLC. ATP and its operating subsidiaries, Michigan Rubber Products, Inc. (MRP) and WEK Industries, Inc. (WEK), are manufacturers of molded rubber and plastic products for the automotive industry with manufacturing facilities in Michigan (MRP) and Ohio (WEK). The total purchase price was approximately $61 million, which includes the assumption of $26 million of ATP debt outstanding as of the acquisition date. ATP compliments our existing product offering in our plastic and rubber original equipment and replacements parts market. The Company believes that the acquisition of ATP resulted in the recognition of goodwill because of its industry position and management strength along with providing the Company a number of operational efficiency opportunities in relation to other existing business units. The purchase price has been allocated to the assets acquired and liabilities assumed based upon their fair values as determined by appraisals, other studies and additional information as shown in the table below. The allocation to intangible assets represents customer relationship values with assigned lives ranging from 7 to 10 years.

      On July 7, 2004, the Company acquired the operations and assets of Productivity California, Inc. (Pro Cal), a leading manufacturer of plastic nursery containers and specialty printed containers for professional growers based in South Gate, California. The total acquisition cost was approximately $28.0 million — including approximately $3.8 million in cash, assumption of Pro Cal debt of $9.5 million, and 1,153,847 shares of the Company’s common stock. As part of the purchase agreement, for a one-year period ended July 7, 2005, the Company agreed to issue additional shares of common stock in the event that shares issued in connection with the Pro Cal acquisition were sold at a price below the $12.73 per share value at issuance or if the value of shares originally issued was below $12.73 on the anniversary date. Pursuant to this agreement, the Company issued 4,661 additional shares of common stock in the quarter ended September 30, 2005. Pro Cal is a natural

33

MYERS INDUSTRIES, INC. AND SUBSIDIARIES.

Notes to Consolidated Financial Statements — Continued

expansion to the Company’s plastic horticultural product offering and its geographical location, unique manufacturing capabilities and strong growth rate contributed to a purchase price that exceeded the fair value of assets acquired resulting in goodwill. The purchase price has been allocated to the assets acquired and liabilities assumed based upon their fair values as determined by appraisals and additional information, as shown below. The allocation to intangible assets were primarily customer lists and technology with estimated lives of 8 years.

      On September 24, 2004, the Company acquired certain assets of Premium Molding Inc. d/b/a Diakon Molding (Diakon), a manufacturer of plastic refuse collection containers and other blow molded products. Located in Reidsville, North Carolina, Diakon had net sales of approximately $5.2 million for the year ended June 30, 2004. Diakon enables Myers to better serve certain customers in the Southeastern United States. The assets acquired including cash, accounts receivable, inventory, and machinery and equipment were purchased for $4.4 million. In addition, the Company assumed certain liabilities of Diakon including trade payables and certain accrued liabilities related to the business operations.

      The allocations of purchase price for ATP and Diakon, and Pro Cal are as follows:

(In thousands)		ATP			Pro Cal			Diakon
Assets acquired:
	Cash	$	153		$	1,549		$	166
	Accounts receivable		9,996			3,375			1,397
	Inventory		3,878			4,535			1,037
	Property, plant and equipment		17,179			12,736			2,954
	Other		2,101			215			6
			33,307			22,410			5,560
Liabilities assumed:
	Debt		(26,045	)		(9,519	)		–0–
	Accounts payable and accruals		(8,644	)		(4,820	)		(2,127	)
	Deferred taxes		(4,041	)		(3,183	)		–0–
			(38,730	)		(17,522	)		(2,127	)
Intangible assets			5,867			2,900			–0–
Goodwill			34,601			10,756			919
Total consideration in cash and stock		$	35,045		$	18,544		$	4,352

      The results of ATP’s, Pro Cal’s and Diakon’s operations are included in the Company’s consolidated results of operations from the dates of acquisition and are reported within the Company’s automotive and custom and lawn and garden segments. The following unaudited proforma information presents a summary of consolidated results of operations for the Company including ATP, Pro Cal and Diakon as if the acquisitions occurred January 1, 2003.

(In thousands, except per share amounts)	2004		2003
Net sales	$	835,039	$	748,288
Net income		27,663		22,348
Net income per share		.82		.65

      These unaudited proforma results have been prepared for comparative purposes only and may not be indicative of results of operations which actually would have occurred had the acquisitions taken place on January 1, 2003 or future results.

34

MYERS INDUSTRIES, INC. AND SUBSIDIARIES.

Notes to Consolidated Financial Statements — Continued

Stock Options

      In 1999, the Company and its shareholders adopted the 1999 Stock Plan allowing the Board of Directors to grant key employees and Directors the right to purchase Common Stock of the Company at the market price on the date of grant. In general, options granted and outstanding permit 20 percent of the shares granted to be exercised after six months, with additional vesting of 20 percent exercisable each year thereafter, with the options expiring ten years from the date of grant. At December 31, 2005, there were 1,601,832 stock option shares available for future grant. The activity listed below covers the 1999 Stock Plan, the 1997 Incentive Stock Plan and the 1992 Stock Option Plan.

      Options granted during the past three years:

Year	Shares		Price
2005		326,810	$	11.15 to $12.86
2004		19,250		11.51
2003		267,464	$	8.00 to $ 9.08

      Options exercised during the past three years:

Year	Shares		Price
2005		93,110	$	7.60 to $11.15
2004		271,457	$	7.44 to $12.64
2003		36,565	$	7.60 to $ 9.08

      In addition, options totaling 57,055, 105,271 and 363,318 expired during the years ended December 31, 2005, 2004 and 2003, respectively. Options outstanding and exercisable at December 31, 2005, 2004 and 2003 were as follows:

			Range of Exercise				Weighted Average
Year	Outstanding		Prices		Exercisable		Exercise Price
2005		684,636	$	7.44 to $12.86		333,977	$	9.58
2004		507,991	$	7.44 to $12.29		276,962	$	8.20
2003		865,439	$	7.44 to $12.64		528,974	$	8.43

Long-Term Debt and Credit Agreements

      Long-term debt at December 31, consisted of the following:

	2005		2004
Revolving credit agreement	$	144,509,700	$	169,971,052
Senior notes		100,000,000		100,000,000
Industrial revenue bonds		4,000,000		4,000,000
Other		4,254,754		3,388,318
		252,764,454		277,359,368
Less current portion		3,240,821		2,107,090
	$	249,523,633	$	275,252,278

      On February 27, 2004, the Company entered into a new unsecured revolving credit facility (the Credit Facility) which enables the Company to borrow up to $225 million, including up to $50 million available for multi-currency loans in freely traded foreign currencies. Borrowings under the new Credit Facility were used to refinance the Company’s revolving credit borrowings outstanding at that time, fund the acquisitions of ATP

35

MYERS INDUSTRIES, INC. AND SUBSIDIARIES.

Notes to Consolidated Financial Statements — Continued

and Pro Cal and for general corporate purposes. Interest is based on the Prime rate or Euro dollar rate (for U.S. or Canadian dollar loans) or Eurocurrency Rate (for other multi-currency loans) plus an applicable margin that varies depending on the Company’s ratio of total debt to earnings before interest, taxes, depreciation and amortization (EBITDA). The interest rate on the Credit Facility was 5.36 percent at December 31, 2005 and 3.81 percent at December 31, 2004. In addition, the Company pays a quarterly facility fee. The Credit Facility expires in February 2009.

      On June 30, 2005, the Company entered into an amendment of its Credit Facility which revised the covenant related to maintenance of a maximum leverage ratio, defined as total debt to EBITDA. In addition, the amendment increased the Company’s limit on annual capital expenditures to $50 million.

      In December 2003, the Company issued $100 million in Senior Unsecured Notes (the Notes) consisting of $65 million of notes with an interest rate of 6.08 percent and a 7 year maturity and $35 million with an interest rate of 6.81 percent and a 10 year maturity. Proceeds from the issuance of the Notes were used to pay down term loan and revolving credit facility borrowing outstanding at that time.

      In addition, at December 31, 2005, the Company had $8.3 million of other long-term debt consisting of industrial revenue bonds, certain indebtedness of acquired companies, and other credit facilities for the Company’s international operations. The weighted average interest rate on these amounts outstanding was 3.70 percent at December 31, 2005 and 3.76 percent at December 31, 2004.

      The Credit Facility and Notes contain customary covenants including the maintenance of minimum consolidated net worth, certain financial ratios regarding leverage and interest coverage, and limitation on annual capital expenditures.

      Maturities of long-term debt under the loan agreements in place at December 31, 2005 for the five years ending December 31, 2010 were approximately: $3,241,000 in 2006; $424,000 in 2007; $326,000 in 2008; $144,605,000 in 2009; $69,050,000 in 2010 and $35,118,000 thereafter.

Retirement Plans

      The Company and certain of its subsidiaries have pension and profit sharing plans covering substantially all of their employees. Two plans in the U.S. are defined benefit plans with benefits primarily based upon a fixed amount for each completed year of service as defined.

      For the Company’s domestic defined benefit plans, the net periodic pension cost was as follows:

	2005			2004			2003
Service cost	$	191,272		$	240,314		$	198,305
Interest cost		350,501			333,201			319,292
Expected return on assets		(396,485	)		(343,796	)		(239,885	)
Amortization of transition obligation		0			0			(2,945	)
Amortization of prior service cost		25,894			42,776			42,776
Amortization of net loss		83,545			67,536			76,748
Curtailment		195,467			0			0
Net periodic pension cost	$	450,194		$	340,031		$	394,291

36

MYERS INDUSTRIES, INC. AND SUBSIDIARIES.

Notes to Consolidated Financial Statements — Continued

      The reconciliation of changes in projected benefit obligations are as follows:

		2005			2004			2003
Benefit obligation at beginning of year		$	6,145,452		$	5,684,187		$	4,884,755
	Service cost		191,272			240,314			198,305
	Interest cost		350,501			333,201			319,292
	Curtailments		(313,782	)		0			0
	Settlements		(230,319	)		0			0
	Actuarial loss		142,476			139,729			455,307
	Benefits paid		(262,880	)		(251,979	)		(173,472	)
Benefit obligation at end of year		$	6,022,720		$	6,145,452		$	5,684,187

      The assumptions used to determine the net periodic benefit cost and benefit obligations are as follows:

	2005			2004			2003
Discount rate for net periodic pension cost		5.75	%		6.00	%		6.75	%
Discount rate for benefit obligations		5.50	%		5.75	%		6.00	%
Expected long-term return of plan assets		8.00	%		8.00	%		8.00	%

      Future benefit increases were not considered, as there is no substantive commitment to increase benefits. The expected long-term rate of return assumption is based on the actual historical rate of return on assets adjusted to reflect recent market conditions and future expectation consistent with the Company’s current asset allocation and investment policy.

      The following table reflects the change in the fair value of the plans’ assets:

	2005			2004			2003
Fair value of plan assets at beginning of year	$	5,198,214		$	3,937,937		$	2,843,312
Actual return on plan assets		474,566			583,865			766,459
Settlements		(230,319	)		0			0
Company contributions		205,000			1,003,612			535,000
Expenses paid		(46,185	)		(75,221	)		(33,362	)
Benefits paid		(262,880	)		(251,979	)		(173,472	)
Fair value of plan assets at end of year	$	5,338,396		$	5,198,214		$	3,937,937

      The weighted average asset allocations for the Company’s defined benefit plans at December 31, 2005 and 2004, are as follows:

	2005			2004
Equities securities		81	%		82	%
Debt securities		17			17
Cash		2			1
Total		100	%		100	%

      The Company’s investment policy related to the defined benefit plans is to provide for aggressive capital growth with moderate income production. Capital growth through equity exposure is emphasized which is balanced with small to moderate use of fixed income investments. Equity exposure is limited to a maximum of 85 percent of the total portfolios.

37

MYERS INDUSTRIES, INC. AND SUBSIDIARIES.

Notes to Consolidated Financial Statements — Continued

      The following table provides a reconciliation of the funded status of the plans, both of which were underfunded at December 31, 2005 and 2004:

	2005			2004
Funded status	$	(684,324	)	$	(947,238	)
Unrecognized liability		0			0
Unrecognized prior service cost		77,665			276,149
Unrecognized net loss		1,069,469			1,379,093
Prepaid Pension Cost	$	462,810		$	708,004

      Under the provisions of SFAS No. 87, the Company has recorded an additional minimum pension liability of $1,147,134 in accrued employee compensation at December 31, 2005 ($1,655,242 at December 31, 2004), of which $610,615 has been recorded as a component of accumulated other comprehensive income and $77,665 as an intangible pension asset. The accumulated benefit obligation for the defined benefit plans was $6,022,720 and $6,145,452 at December 31, 2005 and 2004, respectively. The Company does not expect to make a contribution to its domestic defined benefit pension plans in 2006.

      Benefit payments projected for the domestic plans are as follows:

2006	$	1,040,804
2007		310,184
2008		330,912
2009		360,876
2010		385,805
2011 - 2015		2,330,496

      A profit sharing plan is maintained for the Company’s domestic based employees, not covered under defined benefit plans, who have met eligibility service requirements. The amount to be contributed by the Company under the profit sharing plan is determined at the discretion of the Board of Directors. Profit sharing plan expense was $1,382,000, $1,510,000, and $1,450,000, for the years 2005, 2004 and 2003, respectively. In addition, the Company has a Supplemental Executive Retirement Plan (SERP) to provide participating senior executives with retirement benefits in addition to amounts payable under the profit sharing plan. Expense related to the SERP was $1,022,000, $1,175,000 and $1,044,000 for the years 2005, 2004 and 2003, respectively. The SERP is unfunded.

      In addition, the Company maintains a defined benefit plan covering employees of its Allibert Buckhorn U.K. subsidiary. This plan is underfunded and in 2005 the Company recorded an additional minimum pension liability of approximately $6.9 million in accrued employee compensation which also resulted in recording a $4.0 million intangible pension asset and reduced Other Comprehensive Income approximately $2.0 million, which is net of taxes of $.9 million.

      The net periodic pension cost for the Allibert Buckhorn U.K. plan was as follows:

	2005
Service cost	$	528,000
Interest cost		1,434,000
Expected return on assets		(1,345,000	)
Amortization of transition obligation		253,000
Amortization of prior service cost		0
Amortization of net loss		0
Net periodic pension cost	$	870,000

38

MYERS INDUSTRIES, INC. AND SUBSIDIARIES.

Notes to Consolidated Financial Statements — Continued

      The net change in projected benefit obligations, fair value of plan assets and funded status are as follows:

		2005
Benefit obligation at beginning of year		$	29,119,000
	Service cost		528,000
	Interest cost		1,434,000
	Plan participants’ contributions		171,000
	Actuarial gain		2,755,000
	Benefits paid		(1,263,000	)
	Translation adjustment		(3,232,000	)
Benefit obligation at end of year		$	29,512,000

	2005
Fair value of plan assets at beginning of year	$	21,427,000
Actual return on plan assets		3,596,000
Company contribution		439,000
Plan participants’ contributions		171,000
Benefits paid		(1,263,000	)
Translation adjustment		(2,394,000	)
Fair value of plan assets at end of year	$	21,976,000

	2005
Funded status	$	(7,536,000	)
Unrecognized net actuarial loss		2,210,000
Unrecognized prior service cost		0
Unrecognized net transition obligation		4,048,000
Net amount recognized	$	(1,278,000	)

      The assumptions used in determining the net periodic pension cost and benefit obligations of the Allibert Buckhorn U.K. pension plan were:

	2005
Discount rate for net periodic pension cost		5.25	%
Discount rate for benefit obligations		4.75	%
Expected long-term return of plan assets		6.73	%
Rate of compensation increase		3.00	%

      The weighted average asset allocation of the Plan’s assets at December 31, 2005 was as follows:

	2005
Equities securities		62	%
Debt securities		37
Cash		1
Total		100	%

39

MYERS INDUSTRIES, INC. AND SUBSIDIARIES.

Notes to Consolidated Financial Statements — Continued

      The Company expects to make a contribution of approximately $700,000 to the plan in 2006. Projected future benefit payments for the plan are as follows:

2006	$	652,000
2007		671,000
2008		724,000
2009		729,000
2010		808,000
2011 - 2015		5,507,000

Leases

      The Company and certain of its subsidiaries are committed under non-cancelable operating leases involving certain facilities and equipment. Aggregate rental expense for all leased assets was $13,028,000, $12,466,000 and $10,836,000 for the years ended December 31, 2005, 2004 and 2003, respectively.

      Future minimum rental commitments for the next five years are as follows:

Year Ended
December 31,	Commitment
2006	$	13,513,000
2007		11,261,000
2008		9,124,000
2009		7,657,000
2010		6,229,000
Thereafter		31,021,000

Income Taxes

      The effective tax rate was 34.3% in 2005, 33.6% in 2004 and 33.8% in 2003. A reconciliation of the Federal statutory income tax rate to the Company’s effective tax rate is as follows:

	Percent of Pre-Tax Income
	2005			2004			2003
Statutory Federal income tax rate		35.0	%		35.0	%		35.0	%
State income taxes — net of Federal tax benefit		3.9			4.1			3.1
Foreign tax rate differential		(4.9	)		(4.9	)		(4.7	)
Other		0.3			(0.6	)		0.4
Effective tax rate for the year		34.3	%		33.6	%		33.8	%

      Income before income taxes was attributable to the following sources:

	(Dollar in thousands)
	2005		2004		2003
United States	$	30,845	$	30,511	$	16,917
Foreign		9,562		8,218		7,730
Totals	$	40,407	$	38,729	$	24,647

40

MYERS INDUSTRIES, INC. AND SUBSIDIARIES.

Notes to Consolidated Financial Statements — Continued

      Income taxes consisted of the following:

	2005				2004					2003
	Current		Deferred		Current		Deferred			Current		Deferred
(Dollars in thousands)
Federal	$	9,103	$	935	$	8,690	$	928		$	2,904	$	2,694
Foreign		742		627		2,154		(1,173	)		163		1,376
State and local		1,848		596		2,246		174			839		345
	$	11,693	$	2,158	$	13,090	$	(71	)	$	3,906	$	4,415

      Significant components of the Company’s deferred taxes as of December 31, 2005 and 2004 are as follows:

		2005			2004
(Dollars in thousands)
Deferred income tax liabilities
	Property, plant and equipment	$	24,280		$	26,270
	Tax deductible goodwill		8,678			8,051
	Other		6,212			3,062
			39,170			37,383
Deferred income tax assets
	Compensation		3,280			3,338
	Inventory valuation		1,384			970
	Allowance for uncollectible accounts		1,049			1,333
	Non-deductible accruals		3,617			3,648
	Tax loss carryforwards		7,637			6,196
			16,967			15,485
Valuation allowance			(7,637	)		(6,196	)
			9,330			9,289
Net deferred income tax liability		$	29,840		$	28,094

      SFAS No. 109, “Accounting for Income Taxes”, requires that deferred tax assets be reduced by a valuation allowance, if based on all available evidence, it is more likely than not that the deferred tax asset will not be realized. Available evidence includes the reversal of existing taxable temporary differences, future taxable income exclusive of temporary differences, taxable income in carryback years and tax planning strategies. The change in the valuation allowance in 2005 was an increase of $1,441,000, primarily related to additional foreign and state net operating losses due to the uncertainty regarding future profitability in those jurisdictions. The Company has tax loss carryforwards of approximately $24 million with unlimited remaining carryforward periods.

      The American Jobs Creation Act of 2004 introduced a special one-time dividends received deduction on the repatriation of certain foreign earnings to a U.S. taxpayer, provided certain provisions are met. Myers Industries has an accounting policy to not record a provision for unremitted earnings of foreign subsidiaries as it is the Company’s intention to indefinitely reinvest these earnings of these subsidiaries. The American Jobs Creation Act of 2004 provided a special opportunity to review this policy and, accordingly, in 2005 the

41

MYERS INDUSTRIES, INC. AND SUBSIDIARIES.

Notes to Consolidated Financial Statements — Continued

Company made a repatriation of approximately $4.4 million in dividends which resulted in additional income taxes of approximately $281,000.

      At December 31, 2005, the Company had not recorded a deferred tax liability for temporary differences related to investments in its foreign subsidiaries that are essentially permanent in duration. The amount of such temporary differences was estimated to be approximately $40 million. The amount may become taxable upon a repatriation of assets or a sale or liquidation of the subsidiaries. It is not practical to estimate the related amount of unrecognized tax liability.

Industry Segments

      The Company’s business units have separate management teams and offer different products and services. Using the criteria of SFAS No. 131, these business units have been aggregated into five reportable segments. These include four manufacturing segments encompassing a diverse mix of plastic and rubber products: 1) Material Handling — North America, 2) Material Handling — Europe, 3) Automotive and Custom, and 4) Lawn and Garden. The fifth segment is Distribution of tire, wheel, and undervehicle service products. The aggregation of business units is based on management by the chief operating decision-maker for the segment as well as similarities of products, production processes, distribution methods and economic characteristics (e.g. average gross margin and the impact of economic conditions on long-term financial performance).

      In each of its four manufacturing segments, the Company designs, produces, and markets a wide range of polymer products for diverse markets, customers, and applications. These products are made through a variety of molding processes in 30 facilities located throughout North America, South America and Europe.

      The Material Handling — North America and Material Handling — Europe Segments include a broad selection of plastic reusable containers, pallets, small parts bins, bulk shipping containers, and storage and organization products. The product selection, manufacturing processes, and markets served by each segment are similar. The North American segment includes operations conducted in the United States, Canada, and Mexico; the European segment includes operations conducted in Belgium, the Czech Republic, Denmark, France, Germany, Italy, Portugal, Spain, Switzerland, the United Kingdom. The reusable container products in both segments provide customers with cost-saving material handling solutions for applications such as shipping heavy automotive parts to assembly lines, transporting perishable food products to retailers, organizing small parts, and creating custom storage systems. Markets served encompass various niches of industrial manufacturing, food processing, retail/wholesale products distribution, agriculture, automotive, healthcare, appliance, bakery, electronics, textiles, consumer, and others. Products are sold both direct to end-users and through distributors.

      In the Automotive and Custom Segment, the Company engineers and manufactures plastic and rubber original equipment and replacement parts, rubber tire repair and retread products, and a diverse array of custom plastic and rubber products. Representative products include: plastic HVAC ducts, water/ waste storage tanks, and interior/ exterior vehicle trim components; rubber air intake hoses, vibration isolators, emissions tubing assemblies, and trailer bushings; and custom products such as plastic tool boxes and calendered rubber sheet stock. The segment serves a diverse group of niche markets: automotive, recreational vehicle, recreational marine, heavy truck, construction and agriculture equipment, healthcare, and transportation, to name a few.

      Myers Industries’ Lawn and Garden Segment meets the complete needs of the North American horticultural market with plastic products such as seedling trays, nursery pots, hanging baskets, and custom printed containers, as well as decorative resin planters. Markets/ customers include professional growers, greenhouses, nurseries, retail garden centers, mass merchandisers, and consumers.

42

MYERS INDUSTRIES, INC. AND SUBSIDIARIES.

Notes to Consolidated Financial Statements — Continued

      The Company’s Distribution Segment is engaged in the distribution of equipment, tools, and supplies used for tire servicing and automotive undervehicle repair. The breadth and depth of the product line is unmatched in the industry, covering categories such as tire valves and accessories, tire changing and balancing equipment, lifts and alignment equipment, service equipment and tools, and tire repair/ retread supplies. The Distribution Segment operates domestically through 37 branches located in major cities throughout the United States and in foreign countries through export sales. Markets served include retail and truck tire dealers, commercial auto and truck fleets, auto dealers, general service and repair centers, tire retreaders, and government agencies.

      Total sales from foreign business units and export were approximately $254.7 million, $242.4 million and $210.3 million for the years 2005, 2004 and 2003, respectively. There are no individual foreign countries for which sales are material. Long-lived assets in foreign countries, consisting primarily of property, plant and equipment and goodwill, were approximately $144.1 million at December 31, 2005 and $167.9 million at December 31, 2004.

	2005			2004			2003
	(Dollars in thousands)
Net Sales
Distribution	$	189,950		$	171,626		$	158,317
Material Handling — North America		209,469			189,393			172,102
Material Handling — Europe		166,799			167,158			149,255
Automotive and Custom		195,125			171,089			102,496
Lawn and Garden		170,416			118,544			93,458
Intra-segment elimination		(28,080	)		(14,740	)		(14,537	)
	$	903,679		$	803,070		$	661,091
Income Before Income Taxes
Distribution	$	20,566		$	17,289		$	12,537
Material Handling — North America		16,265			19,665			8,699
Material Handling — Europe		8,253			5,880			6,936
Automotive and Custom		9,967			13,093			9,400
Lawn and Garden		16,420			11,963			8,796
Corporate		(15,480	)		(15,839	)		(11,647	)
Interest expense-net		(15,584	)		(13,322	)		(10,074	)
	$	40,407		$	38,729		$	24,647
Identifiable Assets
Distribution	$	52,404		$	48,339		$	44,077
Material Handling — North America		149,709			152,110			148,456
Material Handling — Europe		216,773			247,997			221,759
Automotive and Custom		153,933			157,672			73,007
Lawn and Garden		176,826			173,909			133,039
Corporate		11,444			6,101			1,644
Intra-segment elimination		(1,082	)		(525	)		(355	)
	$	760,007		$	785,603		$	621,627

43

MYERS INDUSTRIES, INC. AND SUBSIDIARIES.

Notes to Consolidated Financial Statements — Continued

	2005			2004			2003
	(Dollars in thousands)
Capital Additions, Net
Distribution	$	654		$	180		$	46
Material Handling — North America		13,404			6,576			7,160
Material Handling — Europe		2,278			8,164			4,900
Automotive and Custom		3,861			5,420			2,557
Lawn and Garden		6,929			5,352			4,408
Corporate		(270	)		(791	)		939
	$	26,856		$	24,901		$	20,010
Depreciation
Distribution	$	336		$	361		$	383
Material Handling — North America		11,419			12,820			13,377
Material Handling — Europe		6,805			8,948			8,393
Automotive and Custom		6,318			5,577			4,269
Lawn and Garden		8,553			8,358			7,645
Corporate		534			644			711
	$	33,965		$	36,708		$	34,778

44

ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

      The Audit Committee of the Board of Directors selects the Company’s independent registered public accounting firm. Effective on May 13, 2005, the Audit Committee appointed KPMG LLP as the Company’s independent registered public accounting firm. On June 9, 2005, KPMG LLP accepted the engagement, after completing its due diligence.

      During the fiscal years ended December 31, 2004 and 2003 and through June 9, 2005, the Company, nor anyone acting on its behalf, consulted KPMG LLP with respect to the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, or any other matters or reportable events listed in Items 304(a)(2)(i) and (ii) of Regulation S-K.

      On May 10, 2005, upon the filing of the Company’s Form 10-Q for the quarter ended March 31, 2005, Ernst & Young LLP (“E&Y”) completed all of its work for the Company and was no longer the Company’s independent registered public accounting firm. Prior to the Company filing the Form 10-Q for the quarter ended March 31, 2005, E&Y performed a review of the Company’s financial results for the quarter ended March 31, 2005 in accordance with the provisions of SAS 100 (AU 722), Interim Financial Information.

      On March 11, 2005, the Audit Committee determined that it would request proposals from independent registered public accounting firms for the Company’s 2005 audit. E&Y, the Company’s then independent registered public accounting firm for the fiscal year ended December 31, 2004, received a request for proposal, but notified the Company on April 13, 2005, that they declined to stand for reappointment as the Company’s independent registered public accounting firm.

      As disclosed in the Company’s Form 10-K/ A filed on May 2, 2005, management concluded that the Company’s disclosure controls and procedures were not effective as of December 31, 2004 due to material weaknesses identified in the business segment reporting process, the financial statement close process and the income tax process. E&Y issued an adverse opinion on the effectiveness of internal controls over financial reporting because of these material weaknesses as of December 31, 2004.

      E&Y’s reports on the Company’s consolidated financial statements for the fiscal years ended December 31, 2004 and 2003 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. In connection with the audits of the Company’s financial statements for each of the two fiscal years ended December 31, 2004 and 2003 and through June 9, 2005, there were no disagreements with E&Y on any matters of accounting principles or practices, financial statement disclosure or auditing scope and procedures which, if not resolved to the satisfaction of E&Y would have caused E&Y to make reference to the matter in their report.

ITEM 9.A.     Controls and Procedures

Evaluation of Disclosure Controls and Procedures

      The Company maintains disclosure controls and procedures, as defined under Rules 13a-15(e) and 15d-a5(e) of the Securities Exchange Act of 1934, as amended, that are designed to ensure that information required to be disclosed in the Company’s reports under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluation the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

      The Company carries out a variety of on-going procedures, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, to evaluate the effectiveness of the design and operation of the Company’s disclosure

45

controls and procedures. Based on the foregoing, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective at a reasonable assurance level as of the end of the period covered by this report.

      Management’s report of internal controls over financial reporting, and the report of the independent registered public accounting firm on internal control, are titled “Management’s Annual Assessment of and Report on Internal Control over Financial Reporting” and “Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting” and are included herein.

Changes in Internal Control over Financial Reporting

      We reported in our Annual Report on Form 10-K and Form 10-K/ A for the year ended December 31, 2004, certain material weaknesses in our internal controls over financial reporting related to business segment reporting, the financial statement close process and income tax accounting.

      Financial Statement Close Process — Management determined that it had insufficient controls over the process of determining and reporting business segment information in accordance with Financial Accounting Standards Board Statement No. 131, “Disclosures about Segments of an Enterprise and Related Information”, which constituted a material weakness in internal controls over financial reporting as of December 31, 2004. The Company has corrected the material weakness and restated its business segment information in its Annual Report on Form 10-K for the year ended December 31, 2004.

      The Company also had additional control weaknesses over the financial statement close process which, although individually would not have constituted a material weakness, when combined, constitute a material weakness. These insufficient controls include: (i) inadequate review related to the application of accounting policies and the presentation of disclosures in the notes to the financial statements: (ii) lack of controls over the non-routine and estimation processes on a quarterly basis, including review and supervision controls and insufficient supporting documentation of analyses underlying these processes; and (iii) inadequate review and supporting documentation over the recording of journal entries.

      Income Tax Process — The control weaknesses in accounting for income taxes include insufficient controls over accounting for income taxes, including the determination of deferred income tax assets and liabilities, income taxes payable and the provision for income taxes. Specifically, the Company did not have effective controls to: (i) identify and evaluate in a timely manner the tax implication of certain non-routine transactions: (ii) ensure appropriate preparation and review of the provision for income taxes and income taxes payable; (iii) determine the components of deferred income taxes and related assets and liabilities; and (iv) assess the need for valuation allowances on net deferred tax assets.

      The Company has dedicated substantial resources to the review of its internal control processes and procedures. As a result of that review, the Company has taken steps toward remediation of the material weaknesses by: (i) creating and filling the position of Senior Compliance Manager; (ii) creating and filling four new positions of Director of Finance at individual operating units; (iii) establishing a Corporate Compliance Committee; (iv) increasing the size of the internal audit staff from three to five; (v) creating and filling the new position of European Internal Audit Manager and (vi) implementing procedures to strengthen the quarterly closing process.

      As noted above, the Company has taken steps to remediate the material weaknesses during the current year, and has completed the required remediation and testing during the fourth quarter. Based on those actions, management concluded in the fourth quarter that the weaknesses related to internal controls have been remediated. There has been no change in the Company’s internal controls over financial reporting during the Company’s most recent fiscal quarter, other than noted above, that has materially affected or is reasonably likely to materially affect, the Company’s internal controls over financial reporting.

46

Management’s Annual Assessment of and Report on Internal Control Over Financial Reporting

      Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f). The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

      Because of its inherent limitation, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

      Under the supervision and with the participation of management, including the chief executive officer and chief financial officer, the Company conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting based on the framework in “Internal Control — Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management has concluded that the internal control over financial reporting was effective as of December 31, 2005.

      Management’s assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2005 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report included herein.

John C. Orr	Gregory J. Stodnick
President and	Vice President-Finance and
Chief Executive Officer	Chief Financial Officer

47

Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting

The Board of Directors and Shareholders

Myers Industries, Inc.:

      We have audited management’s assessment, included in the accompanying Management’s Annual Assessment of and Report On Internal Control Over Financial Reporting, that Myers Industries, Inc. and subsidiaries (Company) maintained effective internal control over financial reporting as of December 31, 2005, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on management’s assessment and an opinion on the effectiveness of the Company’s internal control over financial reporting based on our audit.

      We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

      A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the consolidated financial statements.

      Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

      In our opinion, management’s assessment that the Company maintained effective internal control over financial reporting as of December 31, 2005, is fairly stated, in all material respects, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2005, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

      We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the statement of consolidated financial position of Myers Industries, Inc. and subsidiaries as of December 31, 2005, and the related statements of consolidated income, shareholders’ equity and comprehensive income, and cash flows for the year ended December 31, 2005, and our report dated March 16, 2006 expressed an unqualified opinion on those consolidated financial statements.

/s/ KPMG LLP

Cleveland, Ohio

March 16, 2006

48

ITEM 9B. Other Information.

      None.

PART III

ITEM 10. Directors and Executive Officers of the Registrant

      For information about the directors of the Registrant, see the section titled “Election of Directors” of Registrant’s Proxy Statement dated March 20, 2006 (“Proxy Statement”), which is incorporated herein by reference.

      The Board of Directors of the Registrant has determined that a majority of the current Audit Committee members would qualify as an “audit committee financial expert,” and that each member of the Committee is “independent” as defined in the Securities and Exchange Commission regulations. The Board, however, has determined not to name any single member of the Audit Committee as “financial expert” since the Board does not believe such a designation is necessary for the Audit Committee or Board’s effective performance.

      Information about the Executive Officers of Registrant appears in Part I of this Report.

      Disclosures by the Registrant with respect to compliance with Section 16(a) appears under the section entitled “Section 16(a) Beneficial Ownership Reporting Compliance” in the Proxy Statement, and is incorporated herein by reference.

ITEM 11. Executive Compensation

      See the sections titled “Executive Compensation and Other Information” of the Proxy Statement, which is incorporated herein by reference.

ITEM 12. Security Ownership of Certain Beneficial Owners and Management

      See the sections titled “Principal Shareholders,” “Election of Directors” and “Beneficial Ownership” of the Proxy Statement, which are incorporated herein by reference.

					(C)
					Number of Securities
	(A)				Remaining Available for
	Number of Securities to		(B)		Future Issuance Under
	be Issued Upon		Weighted-average		Equity Compensation
	Exercise of Outstanding		Exercise Price of		Plans (Excluding
	Options, Warrants or		Outstanding Options,		Securities Reflected in
Plan Category	Rights		Warrants or Rights		Column (A))
Equity Compensation Plans Approved by Security Holders(1)		674,857	$	9.76		1,959,636
Equity Compensation Plans Not Approved by Security Holders		–0–		–0–		–0–
Total		674,857		–0–		1,959,636

(1)  This information is as of January 31, 2006 and includes the 1992, 1997 and 1999 Stock Plans, and the Employee Stock Purchase Plan.

49

ITEM 13. Certain Relationships and Related Transactions

      None.

ITEM 14. Principal Accountant Fees and Services

      Required information regarding fees paid to and services provided by the Company’s independent auditor during the years ended December 31, 2005 and 2004 and the pre-approved policies and procedures of the Audit Committee of the Company’s Board of Directors is set forth under the section titled “Matters Relating to the Independent Registered Public Accounting Firm” of the Proxy Statement , which is incorporated herein by reference.

PART IV

ITEM 15. Exhibits, Financial Statement Schedules

      The following consolidated financial statements of the Registrant appear in Part II of this Report:

      15. (A)(1) Financial Statements

        Consolidated Financial Statements of Myers Industries, Inc. and Subsidiaries

Report of Independent Registered Public Accounting Firm

Statements of Consolidated Financial Position As of December 31, 2005 and 2004

Statements of Consolidated Income For The Years Ended December 31, 2005, 2004 and 2003

Statements of Consolidated Shareholders’ Equity and Comprehensive Income For The Years Ended December 31, 2005, 2004 and 2003

Statements of Consolidated Cash Flows For The Years Ended December 31, 2005, 2004 and 2003

Notes to Consolidated Financial Statements For The Years Ended December 31, 2005, 2004 and 2003

      15. (A)(2) FInancial Statement Schedules

Selected Quarterly Financial Data For The Years Ended December 31, 2005 and 2004

All other schedules are omitted because they are inapplicable, not required, or because the information is included in the consolidated financial statements or notes thereto which appear in Part II of this Report.

      15. (B) Exhibits

EXHIBIT INDEX

3(a)	Myers Industries, Inc. Amended and Restated Articles of Incorporation. Reference is made to Exhibit 3(a) to Form 10-K filed with the Commission on March 16, 2005.
3(b)	Myers Industries, Inc. Amended and Restated Code of Regulations. Reference is made to Exhibit(3)(b) to Form 10-K filed with the Commission on March 26, 2003.
10(a)	Myers Industries, Inc. Amended and Restated Employee Stock Purchase Plan. Reference is made to Exhibit 10(a) to Form 10-K filed with the Commission on March 30, 2001.

50

10(b)	Form of Indemnification Agreement for Directors and Officers. Reference is made to Exhibit 10(b) to Form 10-K filed with the Commission on March 30, 2001.*
10(c)	Myers Industries, Inc. Amended and Restated 1992 Stock Option Plan. Reference is made to Exhibit 10(c) to Form 10-K filed with the Commission on March 30, 2001.*
10(d)	Myers Industries, Inc. Amended and Restated Dividend Reinvestment and Stock Purchase Plan. Reference is made to Exhibit 10(d) to Form 10-K filed with the Commission on March 19, 2004.
10(e)	Myers Industries, Inc. 1997 Incentive Stock Plan. Reference is made to Exhibit 10.2 to Form S-8 (Registration Statement No. 333-90367) filed with the Commission on November 5, 1999.*
10(f)	Myers Industries, Inc. Amended and Restated 1999 Incentive Stock Plan. Reference is made to Exhibit 10(f) to Form 10-Q filed with the Commission on May 6, 2003.*
10(g)	Myers Industries, Inc. Executive Supplemental Retirement Plan. Reference is made to Exhibit (10)(g) to Form 10-K filed with the Commission on March 26, 2003.*
10(h)	Employment Agreement between Myers Industries, Inc. and John C. Orr effective May 1, 2005. Reference is made to Exhibit 10(h) to Form 10-Q filed with the Commission on August 10, 2005.*
10(i)	Non-Disclosure and Non-Competition Agreement between Myers Industries, Inc. and John C. Orr dated July 18, 2000. Reference is made to Exhibit 10(j) to Form 10-Q filed with the Commission on May 6, 2003.*
10(j)	Amendment to the Myers Industries, Inc. Executive Supplemental Retirement Plan (John C. Orr) effective May 1, 2005.*
10(k)	Employment Agreement between Myers Industries, Inc. and Donald A. Merril dated January 24, 2006.*
10(l)	Amendment to the Myers Industries, Inc. Executive Supplemental Retirement Plan (Donald A. Merril) dated January 24, 2006.*
10(m)	Non-Disclosure and Non-Competition Agreement between Myers Industries, Inc. and Donald A. Merril dated January 24, 2006.*
10(n)	Resignation and Retirement Agreement between Myers Industries, Inc. and Gregory J. Stodnick dated January 24, 2006.*
10(o)	Employment Agreement between Myers Industries, Inc. and Kevin C. O’Neil dated August 21, 2005. Reference is made to Exhibit 10(j) to Form 10-Q filed with the Commission on November 4, 2005.*
10(p)	Amendment to the Myers Industries, Inc. Executive Supplemental Retirement Plan (Kevin C. O’Neil) effective August 21, 2005.*
10(q)	Retirement and Separation Agreement between Myers Industries, Inc. and Stephen E. Myers effective May 1, 2005. Reference is made to Exhibit 10(k) to Form 10-Q filed with the Commission on August 10, 2005.*
10(r)	Form of Stock Option Grant Agreement. Reference is made to Exhibit 10(r) to Form 10-K filed with the Commission on March 16, 2005.*
10(s)	Amended and Restated Loan Agreement between Myers Industries, Inc. and Banc One, NA, Agent dated as of February 27, 2004. Reference is made to Exhibit 10(n) to Form 10-K filed with the Commission on March 15, 2004.
10(t)	First Amendment to Amended and Restated Loan Agreement between Myers Industries, Inc. and Banc One, NA, Agent, dated as of June 18, 2004. Reference is made to Exhibit 10(q) to Form 10-Q filed with the Commission on August 6, 2004
10(u)	Second Amendment to Amended and Restated Loan Agreement between Myers Industries, Inc. and JP Morgan Chase Bank, N.A., Agent dated as of June 30, 2005. Reference is made to Exhibit 10(n) to Form 8-K filed with the Commission on July 5, 2005.
10(v)	Note Purchase Agreement between Myers Industries, Inc. and the Note Purchasers, dated December 12, 2003, regarding the issuance of(i) $65,000,000 of 6.08% Series 2003-A Senior Notes due December 12, 2010, and (ii) $35,000,000 of 6.81% Series 2003-A Senior Notes due December 12, 2013. Reference is made to Exhibit 10(o) to Form 10-K filed with the Commission on March 15, 2004.

51

10(w)	Myers Industries, Inc. Non-Employee Board of Directors Compensation Arrangement.*
14(a)	Myers Industries, Inc. Code of Business Conduct and Ethics. Reference is made to Exhibit 14(a) to Form 10-K filed with the Commission on March 16, 2005.
14(b)	Myers Industries, Inc. Code of Ethical Conduct for the Finance Officers and Finance Department Personnel. Reference is made to Exhibit 14(b) to Form 10-K filed with the Commission on March 16, 2005.
21	List of Direct and Indirect Subsidiaries, and Operating Divisions, of Myers Industries, Inc.
23(a)	Consent of Independent Registered Public Accounting Firm (KPMG LLP)
23(b)	Consent of Independent Registered Public Accounting Firm (Ernst & Young LLP)
31(a)	Certification of John C. Orr, President and Chief Executive Officer of Myers Industries, Inc, pursuant to Section 302 of the Sarbanes-Oxley Act of 2003.
31(b)	Certification of Gregory J. Stodnick, Vice President-Finance (Chief Financial Officer) of Myers Industries, Inc., pursuant to Section 302 of the Sarbanes-Oxley Act of 2003.
32	Certifications of John C. Orr Myers, President and Chief Executive Officer of Myers Industries, Inc. and Gregory J. Stodnick, Vice President — Finance (Chief Financial Officer), of Myers Industries, Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*  Indicates executive compensation plan or arrangement.

      15. (D) Financial Statements

See subparagraph 15(a)(1) above.

52

SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Myers Industries, Inc.

/s/ Gregory J. Stodnick

Gregory J. Stodnick

Vice President — Finance and

Chief Financial Officer

      Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Gregory J. Stodnick Gregory J. Stodnick	Vice President — Finance and Chief Financial Officer (Principal Financial and Accounting Officer)	March 16, 2006
/s/ Keith A. Brown Keith A. Brown	Director	March 16, 2006
/s/ Karl S. Hay Karl S. Hay	Director	March 16, 2006
Richard P. Johnston	Director	March 16, 2006
Edward W. Kissel	Director	March 16, 2006
/s/ Stephen E. Myers Stephen E. Myers	Director	March 16, 2006
/s/ John C. Orr John C. Orr	President, Chief Executive Officer and Director (Principal Executive Officer)	March 16, 2006
/s/ Richard L. Osborne Richard L. Osborne	Director	March 16, 2006
/s/ Jon H. Outcalt Jon H. Outcalt	Director	March 16, 2006

53 EX-10.J 2 l17871aexv10wj.txt EX-10(J) AMENDMENT EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN Exhibit 10J AMENDMENT TO THE MYERS INDUSTRIES, INC. EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN (JOHN C. ORR) Amendment to the Myers Industries, Inc. Executive Supplemental Retirement Plan (the "Plan"), effective as of May 1, 2005 (the "Amendment Effective Date"), by and between Myers Industries, Inc. (the "Employer") and John C. Orr (the "Executive"). WITNESSETH: WHEREAS, the Employer established the Plan, effective January 1, 1997; and WHEREAS, the Executive is a Participant (as defined in the Plan) in the Plan; WHEREAS, pursuant to Section 10.7 of the Plan, the Employer may amend or modify any provision of the Plan as to any particular Participant (as defined in the Plan) by agreement with such Participant, provided that such agreement is in writing, is executed by both the Employer and the Participant, and is filed with the Plan records; WHEREAS, the Employer wants to amend certain provisions of the Plan as to the Executive; and WHEREAS, this Amendment shall apply only to the Executive and shall not apply to any other Participants; NOW, THEREFORE, the Plan is hereby amended as to the Executive as follows: 1. Section 2.4 of the Plan shall be deleted in its entirety and the following shall be substituted therefor: "Section 2.4 The term `Benefit Amount' shall mean $75,000. Notwithstanding the foregoing, the Committee may, at any time and from time to time, in its sole discretion, revise the Benefit Amount; provided, however, that the Benefit Amount may not be reduced without the Participant's written consent." 2. Section 2.6 of the Plan shall be deleted in its entirety and the following shall be substituted therefor: "Section 2.6 The term `Cause' shall mean `cause' as defined in the Amended and Restated Employment Agreement, dated as of May 1, 2005, by and between the Employer and the Participant (such employment agreement and any subsequent amendments thereto are hereinafter referred to as the `Employment Agreement')." 2 3. Section 2.7 of the Plan shall be deleted in its entirety and the following shall be substituted therefor: "Section 2.7 The term `Change in Control' shall mean `change in control' as defined in the Employment Agreement." 4. Section 2.11 of the Plan shall be deleted in its entirety and the following shall be substituted therefor: "Section 2.11 The term `Early Retirement Date' shall mean the date of the Participant's retirement during the period commencing on the first day of the month coincident with or immediately following the date as of which the Participant has attained age fifty-five (55)." 5. Section 2.14 of the Plan shall be deleted in its entirety and the following shall be substituted therefor: "Section 2.14 The term `Good Reason' shall mean `good reason' as defined in the Employment Agreement." 6. Section 2.22 of the Plan shall be amended, in part, by deleting the first sentence thereof and adding the following sentences in substitution therefor: "A `Year of Service' shall mean a Plan Year commencing with the calendar year beginning on the Effective Date, provided that the Participant is employed by the Employer as a full-time employee on at least one day during such Plan Year. Notwithstanding anything in the Plan to the contrary, for purposes of determining the Participant's Supplemental Vested Pension under Section 4.4, the Participant shall be deemed to have ten Years of Service as of the Amendment Effective Date." 7. Section 4.4 of the Plan shall be amended, in part, by deleting the first paragraph thereof and adding the following in substitution therefor: "Subject to the provisions of Article XI, if, prior to the Participant's Normal or Early Retirement Dates, the Participant's employment with the Employer is terminated (a) by the Employer other than for Cause, (b) by the Participant for Good Reason, (c) in the event of a Change in Control, by the Participant at any time within the remaining Employment Term (as defined in the Employment Agreement), or (d) by the Participant pursuant to his right to terminate his employment under Section 3(c) of the Employment Agreement and receive the severance compensation described under Section 7(a) of the Employment Agreement, the Participant shall be entitled to receive a Supplemental Vested Pension equal to one-twelfth (1/12th) of the Benefit Amount multiplied by the percentage determined from the following table based upon his Years of Service as of the date of termination of his employment:" 3 8. Section 4.5 of the Plan shall be deleted in its entirety and the following shall be substituted therefor: "The Participant shall not be entitled to receive any Supplemental Pension under this Plan if (a) the Employer terminates the Participant's employment for Cause or (b) the Participant terminates his employment with the Employer prior to the date that he is eligible to elect Early Retirement, unless the Participant terminates his employment (i) for Good Reason, (ii) in the event of a Change in Control, at any time within the remaining Employment Term (as defined in the Employment Agreement), or (iii) pursuant to his right to terminate his employment under Section 3(c) of the Employment Agreement and receive the severance compensation described under Section 7(a) of the Employment Agreement." 9. New Sections 10.13 and 10.14 shall be added to the Plan as follows: "Section 10.13 Notwithstanding anything in this Plan to the contrary, the Employer shall have the right, subject to the Participant's consent (which shall not be unreasonably withheld), to amend the Plan without any additional consideration to the affected Participant to the extent necessary to avoid penalties arising under Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), even if the amendments reduce, restrict or eliminate the benefits or rights of the Participant or his Beneficiary under the Plan. Any amendment under this Section 10.13 shall otherwise be consistent with the intent of this Plan. Section 10.14 The Employer agrees that it shall not knowingly or negligently take an action or fail to take an action that causes the Participant to incur any excise tax under Code Section 409A and that, if it does, the Employer shall reimburse the Participant in the amount of the excise tax and will fully gross up the Participant for the federal, state and local income, employment, wage and excise taxes (including any additional excise taxes under Code Section 409A) associated with that reimbursement." 4 IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Amendment as of the date first written above. Myers Industries, Inc. By: /s/ Kevin C. O'Neil ------------------------------------ Kevin C. O'Neil, Vice President, General Counsel & Secretary Executive /s/ John C. Orr ---------------------------------------- John C. Orr EX-10.K 3 l17871aexv10wk.txt EX-10(K) EMPLOYMENT AGREEMENT Exhibit 10K EMPLOYMENT AGREEMENT BETWEEN MYERS INDUSTRIES, INC. AND DONALD A. MERRIL Effective Date: January 24, 2006 Table of Contents

Page ---- DEFINITIONS.............................................................. 1 AMENDMENT AND RESTATEMENT OF PRIOR AGREEMENT............................. 4 EMPLOYMENT TERM.......................................................... 5 POSITION, DUTIES, AND RESPONSIBILITIES................................... 5 SALARY, BONUS AND BENEFITS............................................... 6 TERMINATION OF EMPLOYMENT................................................ 8 SEVERANCE COMPENSATION................................................... 9 CHANGE OF CONTROL........................................................ 11 SEVERANCE PLAN........................................................... 15 PLAN AMENDMENTS.......................................................... 13 CONFIDENTIAL INFORMATION................................................. 16 ARBITRATION.............................................................. 13 NOTICES.................................................................. 14 ASSIGNMENT; BINDING EFFECT............................................... 15 INVALID PROVISIONS....................................................... 15 ALTERNATIVE SATISFACTION OF COMPANY'S OBLIGATIONS........................ 15 ENTIRE AGREEMENT, MODIFICATION........................................... 16 NON-EXCLUSIVITY OF RIGHTS................................................ 16 WAIVER OF BREACH......................................................... 16 GOVERNING LAW............................................................ 16 TAX WITHHOLDING.......................................................... 16 EXPENSES OF ENFORCEMENT.................................................. 16 REPRESENTATION........................................................... 17

SUBSIDIARIES AND AFFILIATES.............................................. 18 NO MITIGATION OR OFFSET.................................................. 18 SOLE REMEDY.............................................................. 18 (ii) EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT is entered into as of the 24th day of January, 2006, by and between MYERS INDUSTRIES, INC., an Ohio corporation (the "Company"), and DONALD A. MERRIL (the "Executive"). WITNESSETH: WHEREAS, the Company and the Executive (collectively "the Parties") desire to enter into this Employment Agreement (the "Agreement") as hereinafter set forth; NOW, THEREFORE, the Company and the Executive agree as follows: 1. DEFINITIONS. For purposes of this Agreement, the following terms shall have the meanings set forth in this Section 1 when used in this Agreement. Certain other terms are defined in the body of this Agreement. (a) Agreement. The term "Agreement" shall mean this Employment Agreement, as it may be amended from time to time. (b) Annual Bonus. The term "Annual Bonus" shall mean the bonus paid to executives or other employees of the Company pursuant to a formal or informal bonus plan or individual annual bonus arrangement. (c) Base Salary. The term "Base Salary" shall mean the salary provided for in Section 5 or any increased salary granted to the Executive in accordance with Section 5. (d) Board. The term "Board" shall mean the Board of Directors of the Company. (e) Cause. The term "Cause" shall mean: (i) Commission by the Executive (evidenced by a conviction or written, voluntary and freely given confession) of a criminal act constituting a felony involving fraud or moral turpitude; (ii) Commission by the Executive of a material breach or material default of any of the Executive's agreements or obligations under any provision of this Agreement, including, without limitation, the Executive's agreements and obligations under Subsections 4(a) through 4(e), Section 11 or Section 12 of this Agreement, which is not substantially cured in all material respects within thirty (30) days after the Board gives written notice thereof to the Executive; or (iii) Commission by the Executive, when carrying out the Executive's duties under this Agreement, of acts or the omission of any act, which both (A) constitutes gross negligence or willful misconduct and (B) results in material economic harm to the Company or has a materially adverse effect on the Company's operations, properties or business relationships. (f) Change in Control. The term "Change in Control" shall mean 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 Securities Exchange Act of 1934, as amended, as in effect on the date of this Agreement (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: (i) 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 clause (i) 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; (ii) During any period of one (1) year there shall cease to be a majority of the Board comprised of "Continuing Directors" as hereinafter defined; or (iii) There occurs (A) 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 (B) the approval by the stockholders of the Company of a plan of complete liquidation of the Company, or (C) the sale or disposition by the Company of more than fifty percent (50%) of the Company's assets. For purposes of this Subsection 1(f)(iii), 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 2 (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. (iv) For purposes of this Agreement, a "Change of Control" will be deemed to occur: (A) on the day on which a twenty percent (20%) or greater ownership interest described in Subsection 1(f)(i) 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; (B) on the day on which "Continuing Directors," as hereinafter defined, cease to be a majority of the Board as described in Subsection 1(f)(ii); (C) on the day of a merger, consolidation or sale of assets as described in Subsection 1(f)(iii); or (D) on the day of the approval of a plan of complete liquidation as described in Subsection 1(f)(iii). (v) For purposes of this Subsection 1(f), the words "Continuing Directors" mean individuals who at the beginning of any period (not including any period prior to the date of this Agreement) of one (1) 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. (g) Company. The term "Company" shall mean Myers Industries, Inc., an Ohio corporation, and its successors and assigns to the extent permitted under this Agreement. (h) Compensation Committee. The term "Compensation Committee" shall mean the Compensation Committee of the Board or its successor. (i) Director. The term "Director" shall mean a member of the Board. 3 (j) Disability. The term "Disability" shall mean a physical or mental incapacity that prevents the Executive from performing his duties hereunder for a period of one hundred eighty (180) consecutive days in any period of two consecutive fiscal years of the Company. (k) Effective Date. The term "Effective Date" shall mean the effective date of this Agreement, which shall be January 24, 2006. (l) Employment Term. The term "Employment Term" shall have the meaning set forth in Subsection 3(b) of this Agreement. (m) Good Reason. The term "Good Reason" shall mean the occurrence of (i) any reduction in the annual base salary of the Executive of less than Three Hundred Thousand Dollars ($300,000) per year, (ii) any reduction in the position, authority or office of the Executive, (iii) any material reduction in the Executive's responsibilities or duties for the Company, (iv) any material adverse change or reduction in the aggregate "Minimum Benefits," as hereinafter defined, provided to the Executive as of the Effective Date (provided that any material reduction in such aggregate Minimum Benefits that is required by law or applies generally to all employees of the Company shall not constitute "Good Reason" as defined hereunder), (v) any change in the Executive's reporting relationship, (vi) any relocation of the Executive's principal place of work with the Company to a place more than twenty-five (25) miles from the geographical center of Akron, Ohio, or (vii) the material breach or material default by the Company of any of its agreements or obligations under any provision of this Agreement. As used in this Subsection 1(m), an "adverse change or material reduction" in the aggregate Minimum Benefits shall be deemed to result from any reduction or any series of reductions which, in the aggregate, exceeds five percent (5%) of the value of such aggregate Minimum Benefits determined as of the Effective Date. As used in this Subsection 1(m), Minimum Benefits are life insurance, accidental death, long term disability, short term disability, medical, dental, and vision benefits and the Company's expense reimbursement policy. The Executive shall give written notice to the Company on or before the date of termination of employment for Good Reason stating that the Executive is terminating employment with the Company and specifying in detail the reasons for such termination. If the Company does not object to such notice by notifying the Executive in writing within five (5) days following the date of the Company's receipt of the Executive's notice of termination, the Company shall be deemed to have agreed that such termination was for Good Reason. The parties agree that "Good Reason" will not be deemed to have occurred merely because the Company becomes a subsidiary or division of another entity following a "Change in Control," as defined herein, provided the Executive continues to serve as the Vice President and, if after April 25, 2006, as the Chief Financial Officer of the new parent company and its subsidiaries. The parties further agree that "Good Reason" will be deemed to have occurred 4 if the purchaser, in a Change in Control transaction, does not assume this Agreement in accordance with Section 15 hereof. (n) Parties. The term "Parties" shall mean the Company and the Executive. (o) Retirement. The term "Retirement" shall have the definition ascribed to such term in the Company's Executive Supplemental Retirement Plan as in effect on the Effective Date. (p) Severance Benefit Plan. The term "Severance Benefit Plan" shall mean any plan, policy or arrangement providing severance benefits for executive officers (and any other employees) of the Company. 2. PRIOR AGREEMENT. [Reserved] 3. EMPLOYMENT TERM. (a) During the Employment Term, the Company shall employ the Executive, and the Executive shall serve the Company, as its Vice President - Business Development, and effective on or before, but not later than April 25, 2006, Vice President - Finance and Chief Financial Officer, based on the terms and subject to the conditions set forth herein. (b) The Employment Term shall commence on the Effective Date and shall continue indefinitely, provided that the Employment Term may terminate as provided in Section 6 hereof. 4. POSITION, DUTIES, AND RESPONSIBILITIES. At all times during the Employment Term, the Executive shall: (a) Hold the position of the Company's Vice President - Business Development, and effective on or before, but not later than April 25, 2006, Vice President - Finance and Chief Financial Officer, an executive officer, reporting to the Chief Executive Officer; (b) Have those duties and responsibilities, and the authority, customarily possessed by a Vice President - Business Development, and effective on or before, but not later than April 25, 2006, Vice President - Finance and Chief Financial Officer, of a major corporation and such additional duties as may be assigned to the Executive from time to time by the Chief Executive Officer, as applicable, which are consistent with the positions stated herein, of a major corporation; (c) [Reserved] 5 (d) Adhere to such reasonable written policies and such reasonable unwritten policies and directives as are of common knowledge to executive officers of the Company, as may be promulgated from time to time by the Board and which are applicable to executive officers of the Company; and (e) Devote the Executive's entire business time, energy, and talent (subject to vacation time in accordance with the Company's policy applicable to executive officers, illness or injury) to the business, and to the furtherance of the purposes and objectives, of the Company, and neither directly nor indirectly act as an executive of or render any business, commercial, or professional services to any other person, firm or organization for compensation, without the prior written approval of the Board. Nothing in this Agreement shall preclude the Executive from devoting reasonable periods of time to charitable and community activities or the management of the Executive's investment assets, provided such activities do not unreasonably interfere with the performance by the Executive of the Executive's duties hereunder. Furthermore, service by the Executive on the boards of directors of up to two (2) noncompeting companies (in addition to affiliates of the Company) shall not be deemed to be a violation of this Agreement, provided such service does not unreasonably interfere with the performance of the Executive's duties hereunder. 5. SALARY, BONUS AND BENEFITS. For services rendered by the Executive on behalf of the Company during the Employment Term, the following salary, bonus and benefits shall be provided to the Executive by the Company: (a) The Company shall pay to the Executive, in equal installments, according to the Company's then current practice for paying its executive officers in effect from time to time during the Employment Term, an annual Base Salary at the initial rate of Three Hundred Thousand Dollars ($300,000.00). This salary may be increased, but not decreased, to the extent, if any, that the Compensation Committee may determine. (b) For the Annual Bonus for the fiscal year ended December 31, 2006, an Annual Bonus of $150,000 shall be awarded and paid. For subsequent periods, at the discretion of the Compensation Committee, the Executive shall receive an Annual Bonus. Such Annual Bonus shall be paid at such time as Annual Bonuses are paid to executive officers of the Company as determined by the Compensation Committee. If any portion of an Annual Bonus shall be payable in a year after the year in which it is earned, and in the event the Executive's employment is terminated prior to payment of the full Annual Bonus amount to which he is entitled for any prior year, any remaining payments shall be made within thirty (30) days of his termination date. (c) The Executive shall be eligible for participation in such other benefit plans, including, but not limited to, the Company's profit sharing plan, Executive Supplemental Retirement Plan, short-term and long term disability plans, group term life insurance plan, medical plan or PPO, 6 dental plan, and the 1999 Incentive Stock Plan, as the Company may adopt from time to time and in which the Company's executive officers, or employees in general, are eligible to participate. This Subsection 5(c) shall not be deemed to prevent participation in any special plan or arrangement providing special benefits to the Executive which are not available to other employees. Such participation shall be subject to the terms and conditions set forth in the applicable plan documents. As is more fully set forth in Section 9 hereof, the Executive shall not be entitled to duplicative payments under this Agreement and any Severance Benefit Plan. (d) Without limiting the generality of Subsection 5(c) above, with respect to life insurance, the Executive shall: (i) be entitled to participate in the Company's group term life insurance plan with a death benefit to be provided at a level of not less than one (1) times annual Base Salary at the Company's expense. (ii) [Reserved] (e) Without limiting the generality of Subsection 5(c) above, the Executive shall be entitled to an automobile of the Executive's choice but subject to the approval of the Chief Executive Officer, and reimbursement for all expenses in connection therewith, including, but not limited to, the cost of acquisition, maintenance, fuel and liability insurance. (f) The Executive shall be entitled to take, during each one-year period commencing with January 1, 2006, during the Employment Term, vacation time equal to not fewer than four (4) weeks. (g) [Reserved] (h) [Reserved] (i) [Reserved] (j) [Reserved] (k) Notwithstanding any contrary provision of this Agreement, the Executive will at all times be entitled to benefits which are at least as favorable to the Executive and his family as are generally provided to all executives of the Company or the family thereof, with the exception of Mary Myers and Stephen E. Myers. (l) [Reserved] 7 (m) Upon the Effective Date, Executive shall be granted incentive stock options to acquire 15,000 shares of the Company's common stock, per the Company's 1999 Incentive Stock Plan and the normal terms provided to executives of the Company. At the customary time for granting stock options under the Company's 1999 Incentive Stock Plan or its successor, the Executive will be granted the option to purchase an amount of the Company's common stock commensurate and in recognition of his position as the Vice President - Finance and Chief Financial Officer of the Company, with terms and provisions similar to those in effect under such plan as of the Effective Date, or such other grant of stock based benefits as determined by the Compensation Committee of the Board of Directors, on like terms as granted to all executives of the Company. (n) The Executive shall receive years of service credit on a pro rata basis so that he will be fully vested and entitled to receive a supplemental retirement benefit in the amount of at least Fifty Thousand Dollars ($50,000.00) per annum for a period of ten (10) years, commencing the first day of the month following the later of his Retirement or his attainment of age sixty-five (65). This benefit shall be provided under the Company's Executive Supplemental Retirement Plan or otherwise as the Parties shall agree. In the event that the Executive shall die before all ten (10) years of payments shall have been received, the Executive's spouse shall be entitled to the remainder of such payments. (o) During the Employment Term, the Company shall reimburse the Executive not less than One Thousand Five Hundred Dollars ($1,500.00) per year toward the cost of an annual executive physical examination at The Cleveland Clinic Foundation or other acceptable facility. (p) The Executive shall be provided, at the Company's expense, with director's and officer's liability insurance coverage with respect to claims against the Executive arising in connection with his activities performed on behalf of or in connection with his service as an officer or Director of the Company or any affiliate. (q) The Executive shall be entitled to use the Company's corporate membership at Firestone Country Club, as per the policy for such use. 6. TERMINATION OF EMPLOYMENT. As indicated in Subsection 3(b), the Employment Term may terminate prior to the date specified therein as follows: (a) The Executive's employment hereunder will terminate without further notice upon the death of the Executive. 8 (b) The Company may terminate the Executive's employment hereunder upon the Executive's Disability, if the Executive is prevented from performing his duties hereunder by reason of physical or mental incapacity for a period of one hundred eighty (180) consecutive days in any period of two consecutive fiscal years of the Company, but in any such event the Executive shall be entitled to full compensation and benefits hereunder until the close of such one hundred and eighty (180) day period. (c) The Executive may terminate his employment due to his Retirement. (d) The Company may terminate the Executive's employment hereunder effective immediately upon giving written notice of such termination for "Cause." (e) The Company may terminate the Executive's employment hereunder without Cause at any time upon thirty (30) days written notice. (f) The Executive may terminate his employment hereunder effective immediately upon giving written notice of such termination for "Good Reason." (g) The Executive may terminate his employment hereunder without Good Reason at any time upon thirty (30) days written notice. 7. SEVERANCE COMPENSATION. If the Executive's employment terminates, the following severance provisions will apply: (a) If the Executive's employment is terminated by the Company other than for Cause or is terminated by the Executive for Good Reason, then for a period of one (1) year commencing on the Executive's termination date ("Payment Term"), the Company shall: (i) pay to the Executive within thirty (30) days following his termination of employment a single sum payment equal to one (1) times his annual Base Salary in effect on the date of such termination of employment (or if such annual Base Salary has decreased during the one year period ending on the date of the Executive's termination of employment, at the highest rate in effect during such period); (ii) pay to the Executive within thirty (30) days following his termination of employment a single sum payment equal to one (1) times his Annual Bonus at the highest rate in effect during the prior three year period, plus the sum of any Annual Bonus earned but unpaid at the date of such termination of employment; 9 (iii) continue in effect the medical and dental coverage, long and short-term disability protection, and any life insurance protection (including life and long-term disability insurance protection under policies obtained by the Executive), being provided to the Executive immediately prior to the Executive's termination of employment, or if any of such benefits have decreased during the one year period ending on the Executive's termination of employment, at the highest level in effect during such one year period; (iv) continue to pay the automobile allowances as provided in Subsections 5(e) hereof; and (v) pay for executive outplacement services for the Executive from a nationally recognized executive outplacement firm at the level provided for the most senior executives, provided that such outplacement services will be provided for a one year period commencing on the date of termination of employment regardless of the Payment Term. (b) If the Executive's employment with the Company is terminated by reason of the Executive's death or Disability during the Employment Term, the Executive or his surviving spouse shall be entitled to receive (i) the Base Salary and Annual Bonus accrued and unpaid to the date of death or Disability, (ii) any amounts payable under any employee benefit plan of the Company in accordance with the terms of such plan, and (iii) if the Executive and/or his surviving spouse and dependents properly elect continued medical coverage in accordance with Code Section 4980B ("COBRA"), the Company shall pay the entire cost of the premiums for such continued medical coverage for the longer of (A) the maximum required period of coverage under Code Section 4980B(f) or (B) thirty-six (36) months. (c) If the Executive's employment hereunder is terminated by the Company for Cause or terminated by the Executive other than for Good Reason, then no further compensation or benefits will be provided to the Executive by the Company under this Agreement following the date of such termination of employment other than payment of compensation earned to the date of termination of employment but not yet paid. As more fully and generally provided in Section 19 hereof, this Subsection 7(c) shall not be interpreted to deny the Executive any benefits to which he may be entitled under any plan or arrangement of the Company applicable to the Executive. 10 (d) The Company's payments pursuant to this Section 7 that result in additional taxable income to the Executive shall be increased by a forty percent (40%) tax gross-up payment to the Executive for the purposes of covering federal, state and local income taxes on the amount of such payments. (e) Notwithstanding anything contained in this Agreement to the contrary, other than Section 19 hereof, if the Executive breaches any of the Executive's obligations under Section 11 or 12 hereof, and such breach is not substantially cured in all material respects within thirty (30) days after the Board gives written notice thereof to the Executive, no further severance payments or other benefits will be payable to the Executive under this Section 7. 8. CHANGE IN CONTROL. (a) In General. In the event of a Change in Control, the Executive shall have certain special protections so that he may more fully focus on the issues related to such a Change in Control, and to reward the Executive for the substantial additional effort involved in a Change in Control. The protections and rights are set forth in this Section 8. (i) In the event of a Change in Control, the Executive may terminate his employment with the Company at any time within the following eighteen (18) months and it will be considered a termination for Good Reason under this Agreement. (ii) In the event of a Change in Control, the Executive may elect to extend this Agreement for a period of eighteen (18) months. (iii) In the event of a Change in Control, the Company will pay the Executive, within thirty (30) days following the date of such Change in Control, the amount of any Annual Bonus earned but unpaid as of that date. (iv) In the event of a Change in Control, the Executive will become fully vested in all outstanding stock options, restricted stock or similar awards and any option shall become fully exercisable. The Executive shall have at least ninety (90) days following the date of the Change in Control to exercise any option or right with respect to any such award. (v) In the event of a Change in Control, the Executive will have available the expenses of enforcement provided in Section 23 hereof. 11 (b) Section 280G Protection. The Executive shall be entitled to a cash payment (the "Excise Tax Gross-Up Payment") equal to the amount of excise taxes which the Executive is required to pay pursuant to Section 4999 of the Internal Revenue Code of 1986, as amended ("Code"), as a result of any "parachute payments" as defined in Section 280G(b)(2) of the Code made by or on behalf of the Company or any successor thereto, under this Agreement or otherwise, resulting in an "excess parachute payment" as defined in Section 280G(b)(1) of the Code. In addition to the foregoing, the Excise Tax Gross-Up Payment due to the Executive under this Section 8 shall be increased by the aggregate of the amount of federal, state and local income, excise and penalty taxes, and any interest on any of the foregoing, for which the Executive will be liable on account of the Excise Tax Gross-Up Payment to be made under this Section 8, such that the Executive will receive the Excise Tax Gross-Up Payment net of all income, excise and penalty taxes, and any interest on any of the foregoing, imposed on the Executive on account of the receipt of the Excise Tax Gross-Up Payment. The computation of the Excise Tax Gross-Up Payment shall be determined, at the expense of the Company or its successor, by an independent accounting, actuarial or consulting firm selected by the Company or its successor. Such Excise Tax Gross-Up Payment shall be made by the Company or its successor at such time as the Company or its successor shall determine, in its sole discretion, but in no event later than the date five (5) business days before the due date, without regard to any extension, for filing the Executive's federal income tax return for the calendar year for which it is determined that excise taxes are payable under Section 4999 of the Code. Notwithstanding the foregoing, there shall be no duplication of payments by the Company or its successor under this Section 8 in respect of excise taxes under Section 4999 of the Code to the extent the Company or its successor is making payments in respect of such excise taxes under any other arrangement with the Executive. In the event that the Executive is ultimately assessed with excise taxes under Section 4999 of the Code which exceed the amount of excise taxes used in computing the Executive's payment under this Section 8, the Company or its successor shall indemnify the Executive for such additional excise taxes plus any additional excise taxes, income taxes, interest and penalties resulting from the additional excise taxes and the indemnity hereunder. 9. SEVERANCE PLAN. It is the intention of the Parties that this Agreement provide special benefits to the Executive. If at any time the Company maintains a Severance Benefit Plan that would provide better cash severance benefits to the Executive than this Agreement, the Executive may elect to receive such better cash severance benefits in lieu of the cash severance benefits provided under Subsections 7(a)(i) and 7(a)(ii) of this Agreement while continuing to receive any other benefits or coverages available under this Agreement. If this Agreement would provide better cash severance benefits to the Executive than a Severance Benefit Plan maintained by the Company, the Executive shall receive the cash severance benefits under this Agreement, as well as any other benefits or coverages available under this Agreement. 12 In such case, the cash severance benefits under this Agreement shall be in lieu of the cash severance benefits payable under a Severance Benefit Plan. 10. PLAN AMENDMENTS. To the extent any provisions of this Agreement modify the terms of any existing plan, policy or arrangement affecting the compensation or benefits of the Executive, as appropriate, (a) such modification as set forth herein shall be deemed an amendment to such plan, policy or arrangement as to the Executive, and both the Company and the Executive hereby consent to such amendment, (b) the Company will appropriately modify such plan, policy or arrangement to correspond to this Agreement with respect to the Executive, or (c) the Company will provide an "Alternative Benefit," as defined in Section 17 hereof, to or on behalf of the Executive in accordance with the provisions of such Section 17. 11. CONFIDENTIAL INFORMATION. The Executive agrees that the Executive will not, during the Employment Term or at any time thereafter, either directly or indirectly, disclose or make known to any other person, firm, or corporation any confidential information, trade secret or proprietary information of the Company in violation of the Company's policies and procedures. 12. [Reserved] 13. ARBITRATION. The following arbitration rules shall apply to this Agreement: (a) In the event that the Executive's employment shall be terminated by the Company during the Employment Term or the Company shall withhold payments or provision of benefits because the Executive is alleged to be engaged in activities prohibited by Section 11 or 12 hereof or for any other reason, the Executive shall have the right, in addition to all other rights and remedies provided by law, at his election either to seek arbitration in the metropolitan area of Akron, Ohio, under the Commercial Arbitration Rules of the American Arbitration Association by serving a notice to arbitrate upon the Company or to institute a judicial proceeding, in either case within one hundred and twenty (120) days after having received notice of termination of his employment. (b) Without limiting the generality of Subsection 13(a), this Subsection 13(b) shall apply to termination asserted to be for "Cause" or for "Good Reason." In the event that (i) the Company terminates the Executive's employment for Cause, or (ii) the Executive resigns his employment for Good Reason, the Company and the Executive each shall have thirty (30) days to demand of the American Arbitration Association in writing (with a copy to the other Party) that arbitration be commenced to determine whether Cause or Good Reason, as the case may be, existed with respect to such termination or resignation. The Parties shall have thirty (30) days from the date of such written request to select such third party arbitrator. Upon the expiration of such thirty (30) day period, the Parties shall have an additional thirty (30) days in which to present to such third party arbitrator such arguments, evidence or other material (oral or written) as may be permitted and in accordance with such procedures as may be 13 established by such third party arbitrator. The third party arbitrator shall furnish a written summary of his findings to the Parties not later than thirty (30) days following the last day on which the parties were entitled to present arguments, evidence or other material to the third party arbitrator. During the period of resolution of a dispute under this Subsection 13(b), the Executive shall receive no compensation by the Company (other than payment by the Company of premiums due before or during such period on any insurance coverage applicable to the Executive hereunder) and the Executive shall have no duties for the Company. If the arbitrator determines that the Company did not have Cause to terminate the Executive's employment or that the Executive had Good Reason to resign his employment, as the case may be, the Company shall promptly pay the Executive in a lump sum any compensation to which the Executive would have been entitled, for the period commencing with the date of the Executive's termination or resignation and ending on the date of such determination, had his employment not been terminated or had he not resigned. 14. NOTICES. For purposes of this Agreement, all communications provided for herein shall be in writing and shall be deemed to have been duly given when hand delivered or mailed by United States registered or certified mail, return receipt requested, postage prepaid, addressed as follows: (a) If the notice is to the Company: Myers Industries, Inc. 1293 South Main Street Akron, OH 44301 Attn: President With a copy to: Myers Industries, Inc. 1293 South Main Street Akron, OH 44301 Attn: General Counsel (b) If the notice is to the Executive: Mr. Donald A. Merril 4513 Bridle Trail Akron, OH 44333 With a copy to: Vincent E. Fisher Roth Bierman LLP 5196 Richmond Road Bedford Heights, OH 44146 14 or to such other address as either Party may have furnished to the other in writing and in accordance herewith; except that notices of change of address shall be effective only upon receipt. 15. ASSIGNMENT; BINDING EFFECT. This Agreement shall be binding upon and inure to the benefit of the parties to this Agreement and their respective successors, heirs (in the case of the Executive) and permitted assigns. No rights or obligations of the Company under this Agreement may be assigned or transferred by the Company except that such rights or obligations may be assigned or transferred in connection with the sale or transfer of all or substantially all of the assets of the Company, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company and such assignee or transferee expressly assumes the liabilities, obligations and duties of the Company, as contained in this Agreement, either contractually or as a matter of law. The Company further agrees that, in the event of a sale or transfer of assets as described in the preceding sentence, it shall be a condition precedent to the consummation of any such transaction that the assignee or transferee expressly assumes the liabilities, obligations and duties of the Company hereunder. No rights or obligations of the Executive under this Agreement may be assigned or transferred by the Executive other than the Executive's rights to compensation and benefits, which may be transferred only by will or operation of law, except as provided in this Section 15. The Executive shall be entitled, to the extent permitted under any applicable law, to select and change a beneficiary or beneficiaries to receive any compensation or benefits payable hereunder following the Executive's death by giving the Company written notice thereof. In the absence of such a selection, any compensation or benefit payable under this Agreement following the death of the Executive shall be payable to the Executive's spouse, or if such spouse shall not survive the Executive, to the Executive's estate. In the event of the Executive's death or a judicial determination of the Executive's incompetence, reference in this Agreement to the Executive shall be deemed, where appropriate, to refer to the Executive's beneficiary, estate or other legal representative. 16. INVALID PROVISIONS. Any provision of this Agreement 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 this Agreement shall continue to be in full force and effect. In the event that any provision of this Agreement 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. 17. ALTERNATIVE SATISFACTION OF COMPANY'S OBLIGATIONS. In the event this Agreement provides for payments or benefits to or on behalf of the Executive which cannot be provided under the Company's benefit plans, policies or arrangements either because such plans, policies or arrangements no longer exist or no longer provide such benefits or because provision of such benefits to the Executive would adversely affect the tax qualified or tax advantaged status of such plans, policies or arrangements for the Executive or other participants therein, the Company may provide the Executive with an "Alternative Benefit," as defined in this Section 17, in lieu thereof. The Alternative Benefit is a benefit or payment which places the Executive and the Executive's dependents or beneficiaries, as the case may be, in at least as good of an economic position as if the benefit promised by this Agreement (a) were 15 provided exactly as called for by this Agreement, and (b) had the favorable economic, tax and legal characteristics customary for plans, policies or arrangements of that type. Furthermore, if such adverse consequence would affect the Executive or the Executive's dependents, the Executive shall have the right to require that the Company provide such an Alternative Benefit. 18. ENTIRE AGREEMENT, MODIFICATION. Subject to the provisions of Section 19 hereof, this Agreement 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 this Agreement shall be effective unless in writing, specifically referring hereto, and signed by both Parties. 19. NON-EXCLUSIVITY OF RIGHTS. Notwithstanding the foregoing provisions of Section 18, nothing in this Agreement shall prevent or limit the Executive's continuing or future participation in any benefit, bonus, incentive or other plan, program, policy or practice provided by the Company for its executive officers, nor shall anything herein limit or otherwise affect such rights as the Executive has or may have under any stock option, restricted stock or other agreements with the Company or any of its subsidiaries. Amounts which the Executive or the Executive's dependents or beneficiaries, as the case may be, are otherwise entitled to receive under any such plan, policy, practice or program shall not be reduced by this Agreement except as provided in Section 9 hereof with respect to payments under a Company sponsored Severance Benefit Plan if cash payments are made hereunder. 20. WAIVER OF BREACH. The failure at any time to enforce any of the provisions of this Agreement or to require performance by the other Party of any of the provisions of this Agreement shall in no way be construed to be a waiver of such provisions or to affect either the validity of this Agreement or any part of this Agreement or the right of either Party thereafter to enforce each and every provision of this Agreement in accordance with the terms of this Agreement. 21. GOVERNING LAW. This Agreement has been made in, and shall be governed and construed in accordance with the laws of, the State of Ohio. The Parties agree that this Agreement is not 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. 22. TAX WITHHOLDING. The Company may withhold from any amounts payable under this Agreement such federal, state or local taxes or other amounts as shall be required to be withheld pursuant to any applicable law or regulation. Where withholding applies to shares of the Company's common stock, the Company shall make cashless withholding available to the Executive if permissible by law. 23. EXPENSES OF ENFORCEMENT. (a) Following a Change in Control. The Company is aware that upon the occurrence of a Change in Control the Board or a shareholder of the Company may then cause or attempt to cause the Company to refuse to comply with its obligations under this Agreement, or may cause or attempt to cause the Company to institute, or may institute, litigation seeking to 16 have this Agreement declared unenforceable, or may take, or attempt to take, other action to deny the Executive the benefits intended under this Agreement. In these circumstances, the purpose of this Agreement could be frustrated. It is the intent of the Company that the Executive not be required to incur the expenses associated with the enforcement of his rights under this Agreement by litigation or other legal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive hereunder, nor be bound to negotiate any settlement of his rights hereunder under threat of incurring such expenses. Accordingly, if following a Change in Control it should appear to the Executive that the Company has failed to comply with any of its obligations under this Agreement or in the event that the Company or any other person takes any action to declare this Agreement void or unenforceable, or institutes any litigation or other legal action designed to deny, diminish or to recover from, the Executive, the benefits intended to be provided to the Executive hereunder, and that the Executive has complied with all of his obligations under this Agreement, the Company irrevocably authorizes the Executive from time to time to retain counsel of his choice at the expense of the Company as provided in this Section 23, to represent the Executive in connection with the initiation or defense of any litigation or other legal action, whether by or against the Company or any Director, officer, shareholder or other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive entering into an attorney-client relationship with such counsel, and in that connection the Company and the Executive agree that a confidential relationship shall exist between the Executive and such counsel. The reasonable fees and expenses of counsel selected from time to time by the Executive as herein provided shall be paid or reimbursed to the Executive by the Company on a regular, periodic basis upon presentation by the Executive of a statement or statements prepared by such counsel in accordance with its customary practices, up to a maximum aggregate amount of Five Hundred Thousand Dollars ($500,000.00). (b) In General. The Company shall reimburse reasonable attorney fees and expenses incurred by the Executive to enforce the provisions of this Agreement, even if his claims are not successful, provided they are not ultimately determined by the court or arbitrator, as the case may be, to be frivolous, up to a maximum aggregate amount of One Hundred Thousand Dollars ($100,000.00). 24. REPRESENTATION. The Company represents and warrants that it is fully authorized and empowered to enter into this Agreement and that the performance of its obligations under this Agreement will not violate any agreement between it and any other person, firm or organization. 17 25. SUBSIDIARIES AND AFFILIATES. Notwithstanding any contrary provision of this Agreement, to the extent it does not adversely affect the Executive, the Company may provide the compensation and benefits to which the Executive is entitled hereunder through one or more subsidiaries or affiliates. 26. NO MITIGATION OR OFFSET. In the event of any termination of employment, the Executive shall be under no obligation to seek other employment. Amounts due the Executive under this Agreement shall not be offset by any remuneration attributable to any subsequent employment he may obtain. 27. SOLE REMEDY. The Parties agree that the remedies of each against the other for breach of this Agreement shall be limited to enforcement of this Agreement and recovery of the amounts and remedies provided for herein. The Parties, however, further agree that such limitation shall not prevent either Party from proceeding against the other to recover for a claim other than under this 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/ John C. Orr ------------------------------------ John C. Orr, President and Chief Executive Officer EXECUTIVE /s/ Donald A. Merril ---------------------------------------- Donald A. Merril 18 EX-10.L 4 l17871aexv10wl.txt EX-10(L) AMENDMENT EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN Exhibit 10L AMENDMENT TO THE MYERS INDUSTRIES, INC. EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN (DONALD A. MERRIL) Amendment to the Myers Industries, Inc. Executive Supplemental Retirement Plan (the "Plan"), effective as of January 24, 2006 (the "Amendment Effective Date"), by and between Myers Industries, Inc. (the "Employer") and Donald A. Merril (the "Executive"). WITNESSETH: WHEREAS, the Employer established the Plan, effective January 1, 1997; and WHEREAS, the Executive is a Participant (as defined in the Plan) in the Plan; WHEREAS, pursuant to Section 10.7 of the Plan, the Employer may amend or modify any provision of the Plan as to any particular Participant (as defined in the Plan) by agreement with such Participant, provided that such agreement is in writing, is executed by both the Employer and the Participant, and is filed with the Plan records; WHEREAS, the Employer wants to amend certain provisions of the Plan as to the Executive; and WHEREAS, this Amendment shall apply only to the Executive and shall not apply to any other Participants; NOW, THEREFORE, the Plan is hereby amended as to the Executive as follows: 1. Section 2.4 of the Plan shall be deleted in its entirety and the following shall be substituted therefor: "Section 2.4 The term `Benefit Amount' shall mean $50,000. Notwithstanding the foregoing, the Committee may, at any time and from time to time, in its sole discretion, revise the Benefit Amount; provided, however, that the Benefit Amount may not be reduced without the Participant's written consent." 2. Section 2.6 of the Plan shall be deleted in its entirety and the following shall be substituted therefor: "Section 2.6 The term `Cause' shall mean `cause' as defined in the Employment Agreement, dated as of January 24 2006, by and between the Employer and the Participant (such employment agreement and any subsequent amendments thereto are hereinafter referred to as the `Employment Agreement')." 3. Section 2.7 of the Plan shall be deleted in its entirety and the following shall be substituted therefor: "Section 2.7 The term `Change in Control' shall mean `change in control' as defined in the Employment Agreement." 4. Section 2.11 of the Plan shall be deleted in its entirety and the following shall be substituted therefor: "Section 2.11 The term `Early Retirement Date' shall mean the date of the Participant's retirement during the period commencing on the first day of the month coincident with or immediately following the date as of which the Participant has attained age fifty-five (55)." 5. Section 2.14 of the Plan shall be deleted in its entirety and the following shall be substituted therefor: "Section 2.14 The term `Good Reason' shall mean `good reason' as defined in the Employment Agreement." 6. Section 2.22 of the Plan shall be amended, in part, by deleting the first sentence thereof and adding the following sentences in substitution therefor: "A `Year of Service' shall mean a Plan Year commencing with the calendar year beginning on the Effective Date, provided that the Participant is employed by the Employer as a full-time employee on at least one day during such Plan Year. Notwithstanding anything in the Plan to the contrary, as example, for purposes of determining the Participant's Supplemental Vested Pension under Section 4.4, the Participant shall be deemed to have (a) one Year of Service as of the Amendment Effective Date, (b) six Years of Service as of January 1, 2010 and (c) ten Years of Service as of January 1, 2013." 7. Section 4.4 of the Plan shall be amended, in part, by deleting the first paragraph thereof and adding the following in substitution therefor: "Subject to the provisions of Article XI, if, prior to the Participant's Normal or Early Retirement Dates, the Participant's employment with the Employer is terminated (a) by the Employer other than for Cause, (b) by the Participant for Good Reason, or (c) in the event of a Change in Control, by the Participant at any time within the 18 months following the Change in Control, the Participant shall be entitled to receive a Supplemental Vested Pension equal to one-twelfth (1/12th) of the Benefit Amount multiplied by the percentage determined from the following table based upon his Years of Service as of the date of termination of his employment:" 8. Section 4.5 of the Plan shall be deleted in its entirety and the following shall be substituted therefor: "The Participant shall not be entitled to receive any Supplemental Pension under this Plan if (a) the Employer terminates the Participant's employment for Cause or (b) the Participant terminates his employment with the Employer prior to the date that he is eligible to elect Early Retirement, unless the Participant terminates his employment (i) for Good Reason or (ii) in the event of a Change in Control, at any time within the 18 months following the Change in Control." 9. New Sections 10.13 and 10.14 shall be added to the Plan as follows: "Section 10.13 Notwithstanding anything in this Plan to the contrary, the Employer shall have the right, subject to the Participant's consent (which shall not be unreasonably withheld), to amend the Plan without any additional consideration to the affected Participant to the extent necessary to avoid penalties arising under Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"). Any amendment under this Section 10.13 shall otherwise be consistent with the intent of this Plan. Section 10.14 The Employer agrees that it shall not knowingly or negligently take an action or fail to take an action that causes the Participant to incur any excise tax under Code Section 409A and that, if it does, the Employer shall reimburse the Participant in the amount of the excise tax and will fully gross up the Participant for the federal, state and local income, employment, wage and excise taxes (including any additional excise taxes under Code Section 409A) associated with that reimbursement." IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Amendment as of the date first written above. Myers Industries, Inc. By: /s/ John C. Orr ------------------------------------ John C. Orr, President and Chief Executive Officer Executive /s/ Donald A. Merril ---------------------------------------- Donald A. Merril EX-10.M 5 l17871aexv10wm.txt EX-10(M) NON-DISCLOSURE & NON-COMPETITION AGREEMENT Exhibit 10M NON-DISCLOSURE AND NON-COMPETITION AGREEMENT THIS AGREEMENT is entered into between Myers Industries, Inc. (the "Company") and Donald A. Merril, the undersigned Employee effective January 24, 2006. The Company, as used in this Agreement, includes Myers Industries, Inc., its successors and assignees, and any of their existing and future subsidiaries in the United States and foreign countries. In consideration of Employee's employment with the Company under an Employment Agreement dated January 24, 2006 ("Employment Agreement"), and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Employee covenants and agrees as follows: I. NON-DISCLOSURE. Employee covenants and agrees so long as this Agreement is in effect, and after the termination of this Agreement, that: A. Without the prior written consent of Company, Employee shall not at any time, directly or indirectly, use for Employee's own benefit or purposes or for the benefit or purposes of any other person, firm, partnership, association, corporation or business organization, or disclose to any person, firm, partnership, association, corporation or business organization, any trade secrets, information, data, know-how or knowledge (including, but not limited to, trade secrets, information, data, know-how or knowledge relating to customers, clients, products, technical services, business methods and techniques, print outs, reports, market development programs, revenues, costs, pricing structures, management practices, manuals, contracts, documents, designs, computer programs, computer operating systems, computer applications, software designs, inventions, processes, plans or employees) belonging to, or relating to the affairs of the Company except where required in good faith to transact the business of the Company. B. Employee shall return to the Company, at its request, and in any event within three (3) days after termination of Employee's services, in good condition, reasonable wear and tear excepted, all documentation and records which are the property of Company and any and all copies thereof, including, but not limited to, all manuals, promotional and instructional materials, and similar aids and equipment, all correspondence, customer lists, files, plans, contracts, cost and pricing structures, accounting records, memoranda and reports as well as all of Company's equipment and other property in Employee's hands or under Employee's control at the time of the termination of Employee's employment. C. Employee shall keep in strict confidence all trade information, product data, technical services, management practices, business and pricing methods and techniques, customer and prospect lists, trade secrets and other confidential information concerning Company's business and its methods of doing business. 1 II. NON-COMPETITION. A. Employee acknowledges that Employee will be dealing with confidential information, trade secrets and business methods which are the Company's property. Employee further acknowledges that the training, materials, customer lists and other confidential information and trade secrets, all provided to Employee by Company, are of value to the Company and that it is reasonable and necessary for the protection of Company that the Employee not compete with Company within the area and for the duration hereinafter set forth. Accordingly, Employee covenants and agrees that Employee shall not, for the term hereof and for a period of three (3) years following the termination of Employee's employment with Company (the "Restricted Period"), for any reason directly or indirectly (which means acting alone, as a sole proprietor, as a partner, employee or agent of a partnership; as an officer, director, employee or shareholder or agent of any other corporation; or as a trustee, fiduciary, consultant, independent contractor, agent or other representative) engage in any or all of the following activities within the Restricted Area (as defined below): 1. Become employed or affiliated in any capacity with, perform services of any type on behalf of, or enter into or engage in any business or other pursuit that competes with and/or is similar to the Company's business in any way; or 2. Promote the business of any person, firm, association, or corporation engaged in a business which competes with and/or is similar in any way with the business of the Company; or 3. Solicit, divert or take away or attempt to solicit, divert, or take away, any of the Company's customers, clients, accounts, sales and/or service representatives, independent contractors or subcontractors, agents, suppliers or patronage; or 4. Attempt to seek or cause any of Company's customers, clients, accounts, sales and/or service representatives, independent contractors or suppliers to refrain from patronizing Company; or 5. Knowingly employ or engage, or attempt to employ or engage, in any capacity, any person employed by the Company, or any sales and/or service representative, or any independent contractor or agent of the Company, who was an employee, representative, contractor, or agent of the Company during the period of three (3) years prior to Employee's termination. Notwithstanding anything to the contrary in this Agreement, in the event of a "Change in Control" (as defined in the Employment Agreement), and the Employee's employment with the Company is terminated for any reason, the Restricted Period shall be reduced to eighteen (18) months from the date of the termination. 2 B. For purposes of this Agreement, the "Restricted Area" shall be defined in relation to the geographic scope of activities carried on by Employee on the Company's behalf during the term of Employee's employment. For example, if Employee's duties are those of upper management and he or she directs, controls, or influences activities on behalf of the Company which are nationwide in scope, the Restricted Area shall be the United States of America and the territories thereof. If, however, Employee is in middle management and his or her activities relate to a specific geographic area such as a state of the United States or other region of the country, then the Restricted Area shall be that state or region. For inside or outside sales employees, the Restricted Area shall be every state which includes any part of the sales territory or region for which that salesperson has been responsible or partially responsible while in the Company's employ. These examples are by no means all inclusive. They are set forth as the most common examples of the Restricted Area intended to be covered by this Agreement. C. Employee agrees that each of the above covenants are separate and distinct covenants, independent of each other, and that the illegality or invalidity of any one or more of them or any part of one or more of them shall not render the others illegal or invalid, and that if the invalidity or unenforceability is due to the unreasonableness of the time or geographic area covered by said covenants, said covenants shall nevertheless be enforced to the maximum extent permitted by law and effective for such period of time and for such area as may be determined to be reasonable by a court of competent jurisdiction. III. MISCELLANEOUS A. The existence of any claim or cause of action of the Employee against Company, shall not constitute a defense to the enforcement by Company of the above covenants or obligations. Employee agrees that if Employee breaches any of the covenants or obligations set forth above, the Restricted Period shall be suspended until such time as said violation shall cease. Employee further agrees that if Employee breaches any of Employee's covenants or obligations set forth above, the Company shall have the right, in addition to other rights provided herein or any other rights that it may have in law or equity, to seek and obtain from any Court of competent jurisdiction relief by way of injunction. Employee acknowledges and agrees that should Employee breach any of Employee's covenants and obligations above, the Company would suffer irreparable damages and the Company would have no adequate remedy at law. Employee further agrees that if the Company prevails in any legal proceeding to enforce this Agreement, the Company shall be awarded, in addition to such other relief it may be granted, attorneys' fees and costs incurred in connection with such proceeding. B. If any portion of this Agreement shall be determined to be invalid or unenforceable, then such determination shall not affect any other portion of this Agreement and such other portions shall remain in full force and effect. C. Employee covenants and acknowledges that Employee executed this Agreement prior to the commencement of employment with Company and that this Agreement is supported by good, valuable and sufficient consideration. 3 D. For purposes of this Agreement, all communications provided for herein shall be in writing and shall be deemed to have been duly given when hand delivered or mailed by United States registered or certified mail, return receipt requested, postage prepaid, addressed as follows: (a) If the notice is to the Company: Myers Industries, Inc. 1293 South Main Street Akron, OH 44301 Attn: President With a copy to: Myers Industries, Inc. 1293 South Main Street Akron, OH 44301 Attn: General Counsel (b) If the notice is to the Executive: Mr. Donald A. Merril 4513 Bridle Trail Akron, OH 44333 With a copy to: Vincent E. Fisher Roth Bierman LLP 5196 Richmond Road Bedford Heights, Ohio 44146 or to such other address as either Party may have furnished to the other in writing and in accordance herewith; except that notices of change of address shall be effective only upon receipt. E. This Agreement may not be modified or amended except by a written instrument signed by both Company and Employee. This Agreement shall inure to the benefit of the successors and assigns of the Company and shall be binding upon Employee's heirs, executors, administrators and successors. 4 F. This Agreement and any dispute arising from or in relation to it shall be governed by and construed in accordance with the laws of the State of Ohio. Venue of any action or dispute of any kind arising from or relating to Employee's employment with Company is limited exclusively to the Courts of the State of Ohio. Employee acknowledges and agrees that this Agreement may be assigned by the Company without Employee's consent. MYERS INDUSTRIES, INC. By: /s/ John C. Orr ------------------------------------ John C. Orr, President and Chief Executive Officer EMPLOYEE: /s/ Donald A. Merril ---------------------------------------- Donald A. Merril 5 EX-10.N 6 l17871aexv10wn.txt EX-10(N) RESIGNATION AND RETIREMENT AGREEMENT Exhibit 10N RESIGNATION AND RETIREMENT AGREEMENT THIS RESIGNATION AND RETIREMENT AGREEMENT (this "Agreement"), is made, entered into and effective as of January 24, 2006 ("Effective Date"), by and between MYERS INDUSTRIES, INC. (the "Company"), located at 1293 South Main Street, Akron, Ohio 44301 and GREGORY J. STODNICK ("Stodnick"), residing at 9250 Pine View Oval, Brecksville, Ohio 44141. WITNESSETH: WHEREAS, Stodnick is the Vice President - Finance and Chief Financial Officer (collectively "CFO") of the Company; WHEREAS, Stodnick has indicated that effective April 25, 2006 ("Resignation Date"), he will resign from the position of CFO; WHEREAS, the Company has agreed to accept Stodnick's resignation from the position of CFO effective as of the Resignation Date; WHEREAS, the Company desires to utilize the knowledge and skills of Stodnick after the Resignation Date through June 26, 2007 (the "Consulting Period"), and Stodnick is in agreement to provide such services as indicated herein until June 27, 2007 ("Retirement Date"); and WHEREAS, the Company and Stodnick desire to set forth the services to be provided by Stodnick and the payments and benefits that Stodnick will be entitled to receive from the Company in connection with his continued services and employment with the Company. NOW, THEREFORE, in consideration of the promises and agreements contained herein and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, and intending to be legally bound, the Company and Stodnick hereby agree as follows: 1. RESIGNATION. Stodnick hereby acknowledges and confirms his resignation, effective on April 25, 2006, from the position as CFO. Stodnick further resigns, effective on April 25, 2006, from all other offices of the Company, its subsidiaries and plans, which he holds or has been appointed. The Company hereby consents to and accepts the resignations of Stodnick. 2. EMPLOYMENT. From January 24, 2006 until April 25, 2006 ("Transition Period"), Stodnick will continue in his position as the CFO and as an executive of the Company. Stodnick agrees that his duties will however reflect a priority towards the succession training of the replacement chief financial officer. After April 25, 2006 through June 27, 2007 (the "Consulting Period"), Stodnick will continue as an employee of the Company and will perform services and provide such consultations as the President and Chief Executive Officer, or Chief Financial Officer, may reasonably and specifically request, and shall not do so if not so requested. Stodnick's position will be considered as a non-executive, non-policymaking employee of the Company. 3. COMPENSATION AND BENEFITS. In consideration of the promises made by Stodnick in this Agreement and for the services to be provided by Stodnick to the Company, and subject to the conditions hereof, the Company agrees to compensate Stodnick as an employee of the Company as follows: A. BASE SALARY AND BONUS. During the period from January 24, 2006 until December 31, 2006, Stodnick's base salary as an employee of the Company will remain at $320,000 per year. Stodnick will be paid a bonus of $145,000 in March 2006 for fiscal 2005. During the period from January 1, 2007 until June 27, 2007, Stodnick's base salary as an employee of the Company will be $20,000 per year. Stodnick will not receive a bonus payment for fiscal 2006. Stodnick will be paid the bonus amounts currently accrued for him under the Company's 50/25/25 bonus plan upon the terms of such plan. B. PAYMENTS. All of the payments under this Paragraph 3 shall be made in accordance with the Company's normal employment and payroll practices and subject to applicable payroll tax deductions. Stodnick acknowledges and agrees that he shall not receive any additional compensation beyond that provided in this Paragraph 3 for his services to the Company. C. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN. Upon his retirement on the Retirement Date, Stodnick will meet the requirements and shall be deemed to be fully vested under the Company's Supplemental Executive Retirement Plan ("SERP"), in accordance with the terms of the SERP, which provide for payment of benefits commencing as of the Retirement Date. Any amounts paid hereunder shall be subject to applicable payroll tax deductions. D. MEDICAL COVERAGE. Until the Retirement Date and while Stodnick is an employee of the Company, the Company will provide coverage under the Company's health care plan comparable to that provided to the Company's employees in general (including any dental and prescription coverage) to Stodnick and his dependents, at the Company's expense, with Stodnick contributing toward such expense as per similarly situated employees. After the Retirement Date, for a period of eighteen (18) months, Stodnick may continue his participation in the Company's employee health care plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended ("COBRA") with such coverage then in effect, whether individual or family. 2 E. LIFE, DISABILITY AND LONG-TERM CARE COVERAGE. Until the Retirement Date and while Stodnick is an employee of the Company, the Company will provide Stodnick with coverage under the Company's group life and disability insurance plans comparable to that provided to employees of the Company. Stodnick will be solely responsible for payment of any participant contributions required in connection with any election of coverage in the group life, disability or long-term care insurance plans. F. MOTOR VEHICLE. Effective on the Resignation Date, the Company will no longer reimburse Stodnick for the costs and expenses associated with an automobile. G. OFFICE SPACE. During the Consulting Period, Stodnick will be expected to provide his services from a location other than at the Company's headquarters. H. RETIREMENT, 401(K), AND PROFIT-SHARING PLANS. Stodnick's eligibility for benefits, as a past employee of the Company under any of the Company's retirement, 401(k), or profit-sharing plans for Company employees, shall be as set forth in the respective plan documents and shall be based on the date of separation of his employment from the Company. I. BUSINESS EXPENSES. Stodnick shall continue to be entitled to reimbursement for business expenses incurred in connection with the performance of his duties under this Agreement, subject to the Company's policies for reimbursement. J. OTHER COMPENSATION AND BENEFITS. Except as specifically set forth herein, no other compensation or benefits are due Stodnick. K. NO EFFECT ON RIGHTS TO INDEMNITY. Nothing contained in this Agreement shall be deemed to constitute a waiver or modification of Stodnick' rights to indemnification under Ohio law, the Company's governance documents, the Company's insurance, or under his indemnification agreement. 4. NON-COMPETITION AND RELEASE OF CLAIMS. Effective on the Retirement Date, the Company agrees to pay to Stodnick $145,000 as consideration for his execution of a two (2) year non-competition agreement and a release of claims. A. NON-COMPETITION. The non-competition agreement shall be the current form used by the Company and shall state that for a period of two (2) years after the Retirement Date, Stodnick shall not, directly or indirectly, do or suffer to be done any of the following: own, manage, control or participate in the ownership, management, or control of, or be employed or engaged by or otherwise affiliated or associated as a consultant, independent contractor or otherwise with any other corporation, partnership, proprietorship, firm, association, or other business entity, or otherwise engage in any business, which is in competition with the Company's business; provided, however, that the ownership of not more than one percent of any class of publicly-traded securities of any entity shall not be deemed a violation of this Paragraph 4. B. For purposes of the non-competition agreement, the "Company's business" shall mean any business in which the Company actively engages now or until the Retirement Date, and any business in which the Company has actively engaged in the two (2) year period 3 prior to the Retirement Date. In the event Stodnick shall violate any provision of the agreement, then, in such event, such violation shall toll the running of such time period from the date of such violation until such violation shall cease. C. RELEASE OF CLAIMS. The release of claims shall state that Stodnick for himself and his dependents, successors, assigns, heirs, executors and administrators releases, dismisses, and forever discharges the Company from, and agrees to indemnify the Company against, any and all claims (including claims for attorney's fees), demands, damages, suits, proceedings, actions and/or causes of action of any kind and every description, whether known or unknown, which Stodnick has or may have had for, upon, or by reason of any cause whatsoever (except that this release shall not apply to the obligations of the Company arising under this Agreement), against the Company. D. PAYMENT. Notwithstanding anything to the contrary in this Agreement, Stodnick understands and acknowledges that the Company's obligation to pay the $145,000 is in consideration for his obligations under Paragraph 4 and is contingent upon Stodnick's execution of these agreements on or about the Retirement Date. E. COMPANY. For purposes of the above provisions of this Paragraph 4, the "Company" shall include its predecessors, subsidiaries, divisions, related or affiliated companies, officers, directors, stockholders, members, employees, heirs, successors, assigns, representatives, agents and counsel. 5. CONFIDENTIAL INFORMATION. A. Stodnick acknowledges and agrees that in the performance of his duties as an officer and employee of the Company, he was or may be brought into frequent contact with, had or may have access to, and/or became or may become informed of confidential and proprietary information of the Company and/or information that is a competitive asset of the Company (collectively, "Confidential Information") and the disclosure of which would be harmful to the interests of the Company or its subsidiaries. B. Stodnick agrees he will keep in strict confidence during the term of his employment and after the Retirement Date, and will not, directly or indirectly, at any time, disclose, furnish, disseminate, make available, use or suffer to be used in any manner any Confidential Information of the Company without limitation as to when or how Stodnick may have acquired such Confidential Information. At the Retirement Date, Stodnick will immediately return to the Company (to the extent he has not already returned), equipment, software, electronic files, computers, including any laptop, in good condition, all property of the Company, including, without limitation, property, documents and/or all other materials (including copies, reproductions, summaries and/or analyses) which constitute, refer or relate to Confidential Information of the Company. Stodnick further acknowledges that his obligation of confidentiality shall survive, regardless of any other breach of this Agreement or any other agreement, by any party hereto. 4 6. BREACH. If Stodnick breaches any of the provisions of this Agreement, then the Company may immediately terminate all remaining payments and benefits described in this Agreement, plus any expenses and damages incurred as a result of the breach (including, without limitation, reasonable attorneys' fees), with the remainder of this Agreement, and all promises and covenants herein, remaining in full force and effect. The Company will not terminate pursuant to Paragraph 6 any benefits in which Stodnick had vested as of the Retirement Date under the Retirement Plans. Stodnick's COBRA rights, if any, will not be reduced by any action taken by the Company under Paragraph 6. 7. SUCCESSORS AND BINDING AGREEMENT. A. This Agreement shall be binding upon and inure to the benefit of the Company and any successor of or to the Company, including, without limitation, any persons acquiring, directly or indirectly, all or substantially all of the business and/or assets of the Company whether by purchase, merger, consolidation, reorganization, or otherwise (and such successor shall thereafter be deemed included in the definition of "the Company" for purposes of this Agreement), but shall not otherwise be assignable or delegable by the Company. B. This Agreement shall inure to the benefit of and be enforceable by Stodnick's personal or legal representatives, executors, administrators, successors, heirs, distributees, and/or legatees. 8. NOTICES. For all purposes of this Agreement, all communications provided for herein shall be in writing and shall be deemed to have been duly given when delivered, addressed to the Company (to the attention of the Chief Executive Officer and the General Counsel) at its principal executive offices and to Stodnick at his principal residence, as listed above, or to such other address as any party may have furnished to the other in writing and in accordance herewith. Notices of change of address shall be effective only upon receipt. 9. ENTIRE AGREEMENT. This Agreement shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof and shall supersede all prior verbal or written agreements, covenants, communications, understandings, commitments, representations or warranties, whether oral or written, by any party hereto or any of its representatives pertaining to such subject matter. 10. GOVERNING LAW. Any dispute, controversy, or claim of whatever nature arising out of or relating to this Agreement or breach thereof shall be governed by and under the laws of the State of Ohio. 5 IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the date first set forth above. MYERS INDUSTRIES, INC. By: /s/ John C. Orr ------------------------------------ John C. Orr President and Chief Executive Officer Date: January 24, 2006 Witness: /s/ Kevin C. O'Neil /s/ Gregory J. Stodnick ---------------------------- ---------------------------------------- Gregory J. Stodnick Date: January 24, 2006 6 EX-10.P 7 l17871aexv10wp.txt EX-10(P) AMENDMENT EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN Exhibit 10P AMENDMENT TO THE MYERS INDUSTRIES, INC. EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN (KEVIN C. O'NEIL) Amendment to the Myers Industries, Inc. Executive Supplemental Retirement Plan (the "Plan"), effective as of August 21, 2005 (the "Amendment Effective Date"), by and between Myers Industries, Inc. (the "Employer") and Kevin C. O'Neil (the "Executive"). WITNESSETH: WHEREAS, the Employer established the Plan, effective January 1, 1997; and WHEREAS, the Executive is a Participant (as defined in the Plan) in the Plan; WHEREAS, pursuant to Section 10.7 of the Plan, the Employer may amend or modify any provision of the Plan as to any particular Participant (as defined in the Plan) by agreement with such Participant, provided that such agreement is in writing, is executed by both the Employer and the Participant, and is filed with the Plan records; WHEREAS, the Employer wants to amend certain provisions of the Plan as to the Executive; and WHEREAS, this Amendment shall apply only to the Executive and shall not apply to any other Participants; NOW, THEREFORE, the Plan is hereby amended as to the Executive as follows: 1. Section 2.4 of the Plan shall be deleted in its entirety and the following shall be substituted therefor: "Section 2.4 The term 'Benefit Amount' shall mean $50,000. Notwithstanding the foregoing, the Committee may, at any time and from time to time, in its sole discretion, revise the Benefit Amount; provided, however, that the Benefit Amount may not be reduced without the Participant's written consent." 2. Section 2.6 of the Plan shall be deleted in its entirety and the following shall be substituted therefor: "Section 2.6 The term 'Cause' shall mean 'cause' as defined in the Employment Agreement, dated as of August 21, 2005, by and between the Employer and the Participant (such employment agreement and any subsequent amendments thereto are hereinafter referred to as the `Employment Agreement')." 3. Section 2.7 of the Plan shall be deleted in its entirety and the following shall be substituted therefor: "Section 2.7 The term 'Change in Control' shall mean `change in control' as defined in the Employment Agreement." 4. Section 2.11 of the Plan shall be deleted in its entirety and the following shall be substituted therefor: "Section 2.11 The term 'Early Retirement Date' shall mean the date of the Participant's retirement during the period commencing on the first day of the month coincident with or immediately following the date as of which the Participant has attained age fifty-five (55)." 5. Section 2.14 of the Plan shall be deleted in its entirety and the following shall be substituted therefor: "Section 2.14 The term 'Good Reason' shall mean 'good reason' as defined in the Employment Agreement." 6. Section 2.22 of the Plan shall be amended, in part, by deleting the first sentence thereof and adding the following sentences in substitution therefor: "A 'Year of Service' shall mean a Plan Year commencing with the calendar year beginning on the Effective Date, provided that the Participant is employed by the Employer as a full-time employee on at least one day during such Plan Year. Notwithstanding anything in the Plan to the contrary, for purposes of determining the Participant's Supplemental Vested Pension under Section 4.4, the Participant shall be deemed to have (a) six Years of Service as of the Amendment Effective Date, (b) eight Years of Service as of January 1, 2006 and (c) ten Years of Service as of January 1, 2007." 7. Section 4.4 of the Plan shall be amended, in part, by deleting the first paragraph thereof and adding the following in substitution therefor: "Subject to the provisions of Article XI, if, prior to the Participant's Normal or Early Retirement Dates, the Participant's employment with the Employer is terminated (a) by the Employer other than for Cause, (b) by the Participant for Good Reason, or (c) in the event of a Change in Control, by the Participant at any time within the 18 months following the Change in Control, the Participant shall be entitled to receive a Supplemental Vested Pension equal to one-twelfth (1/12th) of the Benefit Amount multiplied by the percentage determined from the following table based upon his Years of Service as of the date of termination of his employment:" 8. Section 4.5 of the Plan shall be deleted in its entirety and the following shall be substituted therefor: "The Participant shall not be entitled to receive any Supplemental Pension under this Plan if (a) the Employer terminates the Participant's employment for Cause or (b) the Participant terminates his employment with the Employer prior to the date that he is eligible to elect Early Retirement, unless the Participant terminates his employment (i) for Good Reason or (ii) in the event of a Change in Control, at any time within the 18 months following the Change in Control." 9. New Sections 10.13 and 10.14 shall be added to the Plan as follows: "Section 10.13 Notwithstanding anything in this Plan to the contrary, the Employer shall have the right, subject to the Participant's consent (which shall not be unreasonably withheld), to amend the Plan without any additional consideration to the affected Participant to the extent necessary to avoid penalties arising under Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), even if the amendments reduce, restrict or eliminate the benefits or rights of the Participant or his Beneficiary under the Plan. Any amendment under this Section 10.13 shall otherwise be consistent with the intent of this Plan. Section 10.14 The Employer agrees that it shall not knowingly or negligently take an action or fail to take an action that causes the Participant to incur any excise tax under Code Section 409A and that, if it does, the Employer shall reimburse the Participant in the amount of the excise tax and will fully gross up the Participant for the federal, state and local income, employment, wage and excise taxes (including any additional excise taxes under Code Section 409A) associated with that reimbursement." IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Amendment as of the date first written above. Myers Industries, Inc. By: /s/ John C. Orr ------------------------------------ John C. Orr, President and Chief Executive Officer Executive /s/ Kevin C. O'Neil ---------------------------------------- Kevin C. O'Neil EX-10.W 8 l17871aexv10ww.txt EX-10(W) NON EMPLOYEE BOARD OF DIRECTORS COMP AGMT EXHIBIT 10(W) MYERS INDUSTRIES, INC. NON-EMPLOYEE BOARD OF DIRECTORS COMPENSATION ARRANGEMENT The annual retainer for Myers Industries, Inc. ("Company") non-employee Board members is $25,000, except for the Audit Committee chair, who receives an annual retainer of $30,000. In addition, Board members receive a meeting fee of $1,500 for each scheduled Board, Committee or board dinner meeting which they attend, except that Committee chairs receive $2,000 for each meeting of their Committee. Board members who are not appointed members of a Committee, are paid a meeting fee if they attend the meeting at the request of the chair of the Committee. Board members are reimbursed for their reasonable out of pocket expenses related to attending Board and Committee meetings. Board members who are employees of Myers Industries, Inc. do not receive either the retainer nor the meeting fees. Under the Company's 1999 Stock Option Plan, each non-employee director who held such position on the day before the Annual Shareholder Meeting, is awarded annually on the day of the meeting, a non-qualified stock option to purchase 2,500 shares of the Company's common stock. The option price per share is 100 percent of the fair market value (being the closing price on the NYSE on the day of grant) of a share of Common Stock. The Company's Code of Regulations provide that the Company will indemnify, to the full extent then permitted by law, any director or former director of the Company who was or is a party or is threatened to be made a party to any matter, whether civil or criminal, by reason of the fact that the individual is or was a director of the Company, or serving at the request of the Company of another entity. The Company has entered into indemnity agreements with each of its directors contractually obligating the Company to provide such protection. The Company also currently has in effect director and officer insurance coverage. EX-21 9 l17871aexv21.txt EX-21 DIRECT AND INDIRECT SUBSIDIARIES Exhibit 21 Myers Industries, Inc. Direct and Indirect Subsidiaries As of January 1, 2006 NORTH AND CENTRAL AMERICAN OPERATIONS Ameri-Kart Corp. Kansas - WEK South Corp. North Carolina Ameri-Kart (MI) Corp. Michigan Buckhorn Inc. Ohio - Buckhorn Limited UK - Buckhorn Canada, Inc. Ontario, Canada - Buckhorn Rubber Products Inc. Missouri Eastern Tire Equipment & Supplies, Limited Quebec, Canada Grower Express Trucking, Inc. Ohio JMKO Corp. Missouri - AC Buckhorn LLC (50%) Missouri, USA Listo Products, Ltd. Yukon Territory MYE Automotive, Inc. Delaware - Michigan Rubber Products, Inc. Michigan - WEK Industries, Inc. Delaware MYEcap Financial Corp. Ohio MYELux, LLC Ohio - MYELux International Finance, S.e.c.s. (GP 98.67%) Luxembourg MYELux International Finance, S.e.c.s. (LP 1.33%) Luxembourg Myers do Brasil Embalagens Plasticas Ltda. Brazil Myers International, Inc. Ohio - Myers de El Salvador S.A. De C.V.(75%) El Salvador -- Orientadores Comerciales S.A. Guatemala -- Myers de Panama S.A. Panama -- Myers TSCA, S.A. Panama -- Pancanal Corporate Services, S.A. Panama Myers de El Salvador S.A. De C.V. (25%) El Salvador Myers Missouri, Inc. Missouri - AC Buckhorn LLC (50%) Missouri Myer's Tire Supply (Canada) Limited Ontario, Canada Myers Tire Supply Distribution, Inc. Ohio Patch Rubber Company North Carolina - Kwik Patch Private Ltd. (30.98%) India Productivity California, Inc. California REPORTED OPERATING DIVISIONS OF MYERS INDUSTRIES, INC. AND SUBSIDIARIES Akro-Mils (of Myers Industries, Inc.) Akron, Ohio Dillen Products (of Myers Industries, Inc.) Middlefield, Ohio Molded Solutions (of Buckhorn Rubber Products Inc.) Mebane, NC Myers Tire Supply (of Myers Industries, Inc.) Akron, Ohio -1- continued MYERS INDUSTRIES, INC. DIRECT AND INDIRECT SUBSIDIARIES As of January 1, 2006 EUROPEAN AND DANISH OPERATIONS MYELux International Finance, S.e.c.s. Luxembourg - Myers International Holding, S.a.r.l. Luxembourg -- Allibert-Buckhorn Europe, SAS France --- SCI de la Plaine France --- Holdiplast SA France --- Allibert Buckhorn France, SAS France ---- Allibert (Anshan) Plastic Anticorrosive Equipement Co. Ltd. (10%) China ---- Shanghai Allibert Plastic Anticorrosive Equipment Co. Ltd. (10%) China ---- Allibert Contenitori SpA Italy ---- Allibert Contentores-Sistemas de Armazenagem, S.A. Portugal ---- Allibert Buckhorn UK Limited UK ----- Allibert Manutencion S.A. Spain ---- Allibert Equipement Sprl Belgium --- Allibert Transport und Lagertechnik Verwaltungsgesellschaft mbH Germany --- Allibert Transport und Lagertechnik GmbH & Co Kg Germany raaco International A/S Denmark - raaco Benelux Storage Systems B.V. Netherlands - raaco France SA France - raaco Germany Handelsgesellschaft mbH Germany - raaco Great Britain Ltd. UK - raaco Sweden AB Sweden -2- EX-23.A 10 l17871aexv23wa.htm EX-23(A) CONSENT OF KPMG

Exhibit 23(a)

Consent of Independent Registered Public Accounting Firm

The Board of Directors
Myers Industries, Inc.:

We consent to the incorporation by reference in the registration statements Nos. 333-71852, 333-90367 and 33-47600 on Form S-8; No. 33-50286 on Form S-3, of Myers Industries, Inc. and subsidiaries (Company) of our reports dated March 16, 2006, with respect to the consolidated statement of financial position of the Company as of December 31, 2005, and the related statements of consolidated income, shareholders’ equity and comprehensive income, and cash flows, for year ended December 31, 2005, and management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2005 and the effectiveness of internal control over financial reporting as of December 31, 2005, which reports appear in the December 31, 2005 annual report on Form 10-K of the Company.

/s/ KPMG LLP

Cleveland, Ohio
March 16, 2006

EX-10.J

                                                                     Exhibit 10J

                                AMENDMENT TO THE
                             MYERS INDUSTRIES, INC.
                     EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN
                                  (JOHN C. ORR)

     Amendment to the Myers Industries, Inc. Executive Supplemental Retirement
Plan (the "Plan"), effective as of May 1, 2005 (the "Amendment Effective Date"),
by and between Myers Industries, Inc. (the "Employer") and John C. Orr (the
"Executive").

                                   WITNESSETH:

     WHEREAS, the Employer established the Plan, effective January 1, 1997; and

     WHEREAS, the Executive is a Participant (as defined in the Plan) in the
Plan;

     WHEREAS, pursuant to Section 10.7 of the Plan, the Employer may amend or
modify any provision of the Plan as to any particular Participant (as defined in
the Plan) by agreement with such Participant, provided that such agreement is in
writing, is executed by both the Employer and the Participant, and is filed with
the Plan records;

     WHEREAS, the Employer wants to amend certain provisions of the Plan as to
the Executive; and

     WHEREAS, this Amendment shall apply only to the Executive and shall not
apply to any other Participants;

     NOW, THEREFORE, the Plan is hereby amended as to the Executive as follows:

     1. Section 2.4 of the Plan shall be deleted in its entirety and the
following shall be substituted therefor:

          "Section 2.4 The term `Benefit Amount' shall mean $75,000.
          Notwithstanding the foregoing, the Committee may, at any time and from
          time to time, in its sole discretion, revise the Benefit Amount;
          provided, however, that the Benefit Amount may not be reduced without
          the Participant's written consent."

     2. Section 2.6 of the Plan shall be deleted in its entirety and the
following shall be substituted therefor:

          "Section 2.6 The term `Cause' shall mean `cause' as defined in the
          Amended and Restated Employment Agreement, dated as of May 1, 2005, by
          and between the Employer and the Participant (such employment
          agreement and any subsequent amendments thereto are hereinafter
          referred to as the `Employment Agreement')."



                                                                               2


     3. Section 2.7 of the Plan shall be deleted in its entirety and the
following shall be substituted therefor:

          "Section 2.7 The term `Change in Control' shall mean `change in
          control' as defined in the Employment Agreement."

     4. Section 2.11 of the Plan shall be deleted in its entirety and the
following shall be substituted therefor:

          "Section 2.11 The term `Early Retirement Date' shall mean the date of
          the Participant's retirement during the period commencing on the first
          day of the month coincident with or immediately following the date as
          of which the Participant has attained age fifty-five (55)."

     5. Section 2.14 of the Plan shall be deleted in its entirety and the
following shall be substituted therefor:

          "Section 2.14 The term `Good Reason' shall mean `good reason' as
          defined in the Employment Agreement."

     6. Section 2.22 of the Plan shall be amended, in part, by deleting the
first sentence thereof and adding the following sentences in substitution
therefor:

          "A `Year of Service' shall mean a Plan Year commencing with the
          calendar year beginning on the Effective Date, provided that the
          Participant is employed by the Employer as a full-time employee on at
          least one day during such Plan Year. Notwithstanding anything in the
          Plan to the contrary, for purposes of determining the Participant's
          Supplemental Vested Pension under Section 4.4, the Participant shall
          be deemed to have ten Years of Service as of the Amendment Effective
          Date."

     7. Section 4.4 of the Plan shall be amended, in part, by deleting the first
paragraph thereof and adding the following in substitution therefor:

          "Subject to the provisions of Article XI, if, prior to the
          Participant's Normal or Early Retirement Dates, the Participant's
          employment with the Employer is terminated (a) by the Employer other
          than for Cause, (b) by the Participant for Good Reason, (c) in the
          event of a Change in Control, by the Participant at any time within
          the remaining Employment Term (as defined in the Employment
          Agreement), or (d) by the Participant pursuant to his right to
          terminate his employment under Section 3(c) of the Employment
          Agreement and receive the severance compensation described under
          Section 7(a) of the Employment Agreement, the Participant shall be
          entitled to receive a Supplemental Vested Pension equal to one-twelfth
          (1/12th) of the Benefit Amount multiplied by the percentage determined
          from the following table based upon his Years of Service as of the
          date of termination of his employment:"



                                                                               3


     8. Section 4.5 of the Plan shall be deleted in its entirety and the
following shall be substituted therefor:

          "The Participant shall not be entitled to receive any Supplemental
          Pension under this Plan if (a) the Employer terminates the
          Participant's employment for Cause or (b) the Participant terminates
          his employment with the Employer prior to the date that he is eligible
          to elect Early Retirement, unless the Participant terminates his
          employment (i) for Good Reason, (ii) in the event of a Change in
          Control, at any time within the remaining Employment Term (as defined
          in the Employment Agreement), or (iii) pursuant to his right to
          terminate his employment under Section 3(c) of the Employment
          Agreement and receive the severance compensation described under
          Section 7(a) of the Employment Agreement."

     9. New Sections 10.13 and 10.14 shall be added to the Plan as follows:

          "Section 10.13 Notwithstanding anything in this Plan to the contrary,
          the Employer shall have the right, subject to the Participant's
          consent (which shall not be unreasonably withheld), to amend the Plan
          without any additional consideration to the affected Participant to
          the extent necessary to avoid penalties arising under Section 409A of
          the Internal Revenue Code of 1986, as amended (the "Code"), even if
          the amendments reduce, restrict or eliminate the benefits or rights of
          the Participant or his Beneficiary under the Plan. Any amendment under
          this Section 10.13 shall otherwise be consistent with the intent of
          this Plan.

          Section 10.14 The Employer agrees that it shall not knowingly or
          negligently take an action or fail to take an action that causes the
          Participant to incur any excise tax under Code Section 409A and that,
          if it does, the Employer shall reimburse the Participant in the amount
          of the excise tax and will fully gross up the Participant for the
          federal, state and local income, employment, wage and excise taxes
          (including any additional excise taxes under Code Section 409A)
          associated with that reimbursement."



                                                                               4


     IN WITNESS WHEREOF, the parties hereto have duly executed and delivered
this Amendment as of the date first written above.

                                        Myers Industries, Inc.


                                        By: /s/ Kevin C. O'Neil
                                            ------------------------------------
                                            Kevin C. O'Neil, Vice President,
                                            General Counsel & Secretary


                                        Executive


                                        /s/ John C. Orr
                                        ----------------------------------------
                                        John C. Orr

EX-10.K

                                                                     Exhibit 10K

                              EMPLOYMENT AGREEMENT

                                     BETWEEN

                             MYERS INDUSTRIES, INC.

                                       AND

                                DONALD A. MERRIL

                        Effective Date: January 24, 2006



                                Table of Contents



                                                                            Page
                                                                            ----
                                                                         
DEFINITIONS..............................................................     1
AMENDMENT AND RESTATEMENT OF PRIOR AGREEMENT.............................     4
EMPLOYMENT TERM..........................................................     5
POSITION, DUTIES, AND RESPONSIBILITIES...................................     5
SALARY, BONUS AND BENEFITS...............................................     6
TERMINATION OF EMPLOYMENT................................................     8
SEVERANCE COMPENSATION...................................................     9
CHANGE OF CONTROL........................................................    11
SEVERANCE PLAN...........................................................    15
PLAN AMENDMENTS..........................................................    13
CONFIDENTIAL INFORMATION.................................................    16
ARBITRATION..............................................................    13
NOTICES..................................................................    14
ASSIGNMENT; BINDING EFFECT...............................................    15
INVALID PROVISIONS.......................................................    15
ALTERNATIVE SATISFACTION OF COMPANY'S OBLIGATIONS........................    15
ENTIRE AGREEMENT, MODIFICATION...........................................    16
NON-EXCLUSIVITY OF RIGHTS................................................    16
WAIVER OF BREACH.........................................................    16
GOVERNING LAW............................................................    16
TAX WITHHOLDING..........................................................    16
EXPENSES OF ENFORCEMENT..................................................    16
REPRESENTATION...........................................................    17




                                                                         
SUBSIDIARIES AND AFFILIATES..............................................   18
NO MITIGATION OR OFFSET..................................................   18
SOLE REMEDY..............................................................   18




                                      (ii)


                              EMPLOYMENT AGREEMENT

     THIS EMPLOYMENT AGREEMENT is entered into as of the 24th day of January,
2006, by and between MYERS INDUSTRIES, INC., an Ohio corporation (the
"Company"), and DONALD A. MERRIL (the "Executive").

                                   WITNESSETH:

     WHEREAS, the Company and the Executive (collectively "the Parties") desire
to enter into this Employment Agreement (the "Agreement") as hereinafter set
forth;

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

     1. DEFINITIONS. For purposes of this Agreement, the following terms shall
have the meanings set forth in this Section 1 when used in this Agreement.
Certain other terms are defined in the body of this Agreement.

          (a)  Agreement. The term "Agreement" shall mean this Employment
               Agreement, as it may be amended from time to time.

          (b)  Annual Bonus. The term "Annual Bonus" shall mean the bonus paid
               to executives or other employees of the Company pursuant to a
               formal or informal bonus plan or individual annual bonus
               arrangement.

          (c)  Base Salary. The term "Base Salary" shall mean the salary
               provided for in Section 5 or any increased salary granted to the
               Executive in accordance with Section 5.

          (d)  Board. The term "Board" shall mean the Board of Directors of the
               Company.

          (e)  Cause. The term "Cause" shall mean:

               (i)  Commission by the Executive (evidenced by a conviction or
                    written, voluntary and freely given confession) of a
                    criminal act constituting a felony involving fraud or moral
                    turpitude;

               (ii) Commission by the Executive of a material breach or material
                    default of any of the Executive's agreements or obligations
                    under any provision of this Agreement, including, without
                    limitation, the Executive's agreements and obligations under
                    Subsections 4(a) through 4(e), Section 11 or Section 12 of
                    this Agreement, which is not substantially cured in all
                    material respects within thirty (30) days after the Board
                    gives written notice thereof to the Executive; or



               (iii) Commission by the Executive, when carrying out the
                    Executive's duties under this Agreement, of acts or the
                    omission of any act, which both (A) constitutes gross
                    negligence or willful misconduct and (B) results in material
                    economic harm to the Company or has a materially adverse
                    effect on the Company's operations, properties or business
                    relationships.

          (f)  Change in Control. The term "Change in Control" shall mean 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 Securities Exchange Act
               of 1934, as amended, as in effect on the date of this Agreement
               (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:

               (i)  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 clause (i) 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;

               (ii) During any period of one (1) year there shall cease to be a
                    majority of the Board comprised of "Continuing Directors" as
                    hereinafter defined; or

               (iii) There occurs (A) 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 (B) the approval by the stockholders of
                    the Company of a plan of complete liquidation of the
                    Company, or (C) the sale or disposition by the Company of
                    more than fifty percent (50%) of the Company's assets. For
                    purposes of this Subsection 1(f)(iii), 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


                                        2



                    (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.

               (iv) For purposes of this Agreement, a "Change of Control" will
                    be deemed to occur:

                    (A)  on the day on which a twenty percent (20%) or greater
                         ownership interest described in Subsection 1(f)(i) 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;

                    (B)  on the day on which "Continuing Directors," as
                         hereinafter defined, cease to be a majority of the
                         Board as described in Subsection 1(f)(ii);

                    (C)  on the day of a merger, consolidation or sale of assets
                         as described in Subsection 1(f)(iii); or

                    (D)  on the day of the approval of a plan of complete
                         liquidation as described in Subsection 1(f)(iii).

               (v)  For purposes of this Subsection 1(f), the words "Continuing
                    Directors" mean individuals who at the beginning of any
                    period (not including any period prior to the date of this
                    Agreement) of one (1) 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.

          (g)  Company. The term "Company" shall mean Myers Industries, Inc., an
               Ohio corporation, and its successors and assigns to the extent
               permitted under this Agreement.

          (h)  Compensation Committee. The term "Compensation Committee" shall
               mean the Compensation Committee of the Board or its successor.

          (i)  Director. The term "Director" shall mean a member of the Board.


                                        3



          (j)  Disability. The term "Disability" shall mean a physical or mental
               incapacity that prevents the Executive from performing his duties
               hereunder for a period of one hundred eighty (180) consecutive
               days in any period of two consecutive fiscal years of the
               Company.

          (k)  Effective Date. The term "Effective Date" shall mean the
               effective date of this Agreement, which shall be January 24,
               2006.

          (l)  Employment Term. The term "Employment Term" shall have the
               meaning set forth in Subsection 3(b) of this Agreement.

          (m)  Good Reason. The term "Good Reason" shall mean the occurrence of
               (i) any reduction in the annual base salary of the Executive of
               less than Three Hundred Thousand Dollars ($300,000) per year,
               (ii) any reduction in the position, authority or office of the
               Executive, (iii) any material reduction in the Executive's
               responsibilities or duties for the Company, (iv) any material
               adverse change or reduction in the aggregate "Minimum Benefits,"
               as hereinafter defined, provided to the Executive as of the
               Effective Date (provided that any material reduction in such
               aggregate Minimum Benefits that is required by law or applies
               generally to all employees of the Company shall not constitute
               "Good Reason" as defined hereunder), (v) any change in the
               Executive's reporting relationship, (vi) any relocation of the
               Executive's principal place of work with the Company to a place
               more than twenty-five (25) miles from the geographical center of
               Akron, Ohio, or (vii) the material breach or material default by
               the Company of any of its agreements or obligations under any
               provision of this Agreement. As used in this Subsection 1(m), an
               "adverse change or material reduction" in the aggregate Minimum
               Benefits shall be deemed to result from any reduction or any
               series of reductions which, in the aggregate, exceeds five
               percent (5%) of the value of such aggregate Minimum Benefits
               determined as of the Effective Date. As used in this Subsection
               1(m), Minimum Benefits are life insurance, accidental death, long
               term disability, short term disability, medical, dental, and
               vision benefits and the Company's expense reimbursement policy.
               The Executive shall give written notice to the Company on or
               before the date of termination of employment for Good Reason
               stating that the Executive is terminating employment with the
               Company and specifying in detail the reasons for such
               termination. If the Company does not object to such notice by
               notifying the Executive in writing within five (5) days following
               the date of the Company's receipt of the Executive's notice of
               termination, the Company shall be deemed to have agreed that such
               termination was for Good Reason. The parties agree that "Good
               Reason" will not be deemed to have occurred merely because the
               Company becomes a subsidiary or division of another entity
               following a "Change in Control," as defined herein, provided the
               Executive continues to serve as the Vice President and, if after
               April 25, 2006, as the Chief Financial Officer of the new parent
               company and its subsidiaries. The parties further agree that
               "Good Reason" will be deemed to have occurred


                                        4



               if the purchaser, in a Change in Control transaction, does not
               assume this Agreement in accordance with Section 15 hereof.

          (n)  Parties. The term "Parties" shall mean the Company and the
               Executive.

          (o)  Retirement. The term "Retirement" shall have the definition
               ascribed to such term in the Company's Executive Supplemental
               Retirement Plan as in effect on the Effective Date.

          (p)  Severance Benefit Plan. The term "Severance Benefit Plan" shall
               mean any plan, policy or arrangement providing severance benefits
               for executive officers (and any other employees) of the Company.

     2.   PRIOR AGREEMENT. [Reserved]

     3.   EMPLOYMENT TERM.

          (a)  During the Employment Term, the Company shall employ the
               Executive, and the Executive shall serve the Company, as its Vice
               President - Business Development, and effective on or before, but
               not later than April 25, 2006, Vice President - Finance and Chief
               Financial Officer, based on the terms and subject to the
               conditions set forth herein.

          (b)  The Employment Term shall commence on the Effective Date and
               shall continue indefinitely, provided that the Employment Term
               may terminate as provided in Section 6 hereof.

     4. POSITION, DUTIES, AND RESPONSIBILITIES. At all times during the
Employment Term, the Executive shall:

          (a)  Hold the position of the Company's Vice President - Business
               Development, and effective on or before, but not later than April
               25, 2006, Vice President - Finance and Chief Financial Officer,
               an executive officer, reporting to the Chief Executive Officer;

          (b)  Have those duties and responsibilities, and the authority,
               customarily possessed by a Vice President - Business Development,
               and effective on or before, but not later than April 25, 2006,
               Vice President - Finance and Chief Financial Officer, of a major
               corporation and such additional duties as may be assigned to the
               Executive from time to time by the Chief Executive Officer, as
               applicable, which are consistent with the positions stated
               herein, of a major corporation;

          (c)  [Reserved]


                                        5



          (d)  Adhere to such reasonable written policies and such reasonable
               unwritten policies and directives as are of common knowledge to
               executive officers of the Company, as may be promulgated from
               time to time by the Board and which are applicable to executive
               officers of the Company; and

          (e)  Devote the Executive's entire business time, energy, and talent
               (subject to vacation time in accordance with the Company's policy
               applicable to executive officers, illness or injury) to the
               business, and to the furtherance of the purposes and objectives,
               of the Company, and neither directly nor indirectly act as an
               executive of or render any business, commercial, or professional
               services to any other person, firm or organization for
               compensation, without the prior written approval of the Board.

     Nothing in this Agreement shall preclude the Executive from devoting
reasonable periods of time to charitable and community activities or the
management of the Executive's investment assets, provided such activities do not
unreasonably interfere with the performance by the Executive of the Executive's
duties hereunder. Furthermore, service by the Executive on the boards of
directors of up to two (2) noncompeting companies (in addition to affiliates of
the Company) shall not be deemed to be a violation of this Agreement, provided
such service does not unreasonably interfere with the performance of the
Executive's duties hereunder.

     5. SALARY, BONUS AND BENEFITS. For services rendered by the Executive on
behalf of the Company during the Employment Term, the following salary, bonus
and benefits shall be provided to the Executive by the Company:

          (a)  The Company shall pay to the Executive, in equal installments,
               according to the Company's then current practice for paying its
               executive officers in effect from time to time during the
               Employment Term, an annual Base Salary at the initial rate of
               Three Hundred Thousand Dollars ($300,000.00). This salary may be
               increased, but not decreased, to the extent, if any, that the
               Compensation Committee may determine.

          (b)  For the Annual Bonus for the fiscal year ended December 31, 2006,
               an Annual Bonus of $150,000 shall be awarded and paid. For
               subsequent periods, at the discretion of the Compensation
               Committee, the Executive shall receive an Annual Bonus. Such
               Annual Bonus shall be paid at such time as Annual Bonuses are
               paid to executive officers of the Company as determined by the
               Compensation Committee. If any portion of an Annual Bonus shall
               be payable in a year after the year in which it is earned, and in
               the event the Executive's employment is terminated prior to
               payment of the full Annual Bonus amount to which he is entitled
               for any prior year, any remaining payments shall be made within
               thirty (30) days of his termination date.

          (c)  The Executive shall be eligible for participation in such other
               benefit plans, including, but not limited to, the Company's
               profit sharing plan, Executive Supplemental Retirement Plan,
               short-term and long term disability plans, group term life
               insurance plan, medical plan or PPO,


                                        6



               dental plan, and the 1999 Incentive Stock Plan, as the Company
               may adopt from time to time and in which the Company's executive
               officers, or employees in general, are eligible to participate.
               This Subsection 5(c) shall not be deemed to prevent participation
               in any special plan or arrangement providing special benefits to
               the Executive which are not available to other employees. Such
               participation shall be subject to the terms and conditions set
               forth in the applicable plan documents. As is more fully set
               forth in Section 9 hereof, the Executive shall not be entitled to
               duplicative payments under this Agreement and any Severance
               Benefit Plan.

          (d)  Without limiting the generality of Subsection 5(c) above, with
               respect to life insurance, the Executive shall:

               (i)  be entitled to participate in the Company's group term life
                    insurance plan with a death benefit to be provided at a
                    level of not less than one (1) times annual Base Salary at
                    the Company's expense.

               (ii) [Reserved]

          (e)  Without limiting the generality of Subsection 5(c) above, the
               Executive shall be entitled to an automobile of the Executive's
               choice but subject to the approval of the Chief Executive
               Officer, and reimbursement for all expenses in connection
               therewith, including, but not limited to, the cost of
               acquisition, maintenance, fuel and liability insurance.

          (f)  The Executive shall be entitled to take, during each one-year
               period commencing with January 1, 2006, during the Employment
               Term, vacation time equal to not fewer than four (4) weeks.

          (g)  [Reserved]

          (h)  [Reserved]

          (i)  [Reserved]

          (j)  [Reserved]

          (k)  Notwithstanding any contrary provision of this Agreement, the
               Executive will at all times be entitled to benefits which are at
               least as favorable to the Executive and his family as are
               generally provided to all executives of the Company or the family
               thereof, with the exception of Mary Myers and Stephen E. Myers.

          (l)  [Reserved]


                                        7



          (m)  Upon the Effective Date, Executive shall be granted incentive
               stock options to acquire 15,000 shares of the Company's common
               stock, per the Company's 1999 Incentive Stock Plan and the normal
               terms provided to executives of the Company. At the customary
               time for granting stock options under the Company's 1999
               Incentive Stock Plan or its successor, the Executive will be
               granted the option to purchase an amount of the Company's common
               stock commensurate and in recognition of his position as the Vice
               President - Finance and Chief Financial Officer of the Company,
               with terms and provisions similar to those in effect under such
               plan as of the Effective Date, or such other grant of stock based
               benefits as determined by the Compensation Committee of the Board
               of Directors, on like terms as granted to all executives of the
               Company.

          (n)  The Executive shall receive years of service credit on a pro rata
               basis so that he will be fully vested and entitled to receive a
               supplemental retirement benefit in the amount of at least Fifty
               Thousand Dollars ($50,000.00) per annum for a period of ten (10)
               years, commencing the first day of the month following the later
               of his Retirement or his attainment of age sixty-five (65). This
               benefit shall be provided under the Company's Executive
               Supplemental Retirement Plan or otherwise as the Parties shall
               agree. In the event that the Executive shall die before all ten
               (10) years of payments shall have been received, the Executive's
               spouse shall be entitled to the remainder of such payments.

          (o)  During the Employment Term, the Company shall reimburse the
               Executive not less than One Thousand Five Hundred Dollars
               ($1,500.00) per year toward the cost of an annual executive
               physical examination at The Cleveland Clinic Foundation or other
               acceptable facility.

          (p)  The Executive shall be provided, at the Company's expense, with
               director's and officer's liability insurance coverage with
               respect to claims against the Executive arising in connection
               with his activities performed on behalf of or in connection with
               his service as an officer or Director of the Company or any
               affiliate.

          (q)  The Executive shall be entitled to use the Company's corporate
               membership at Firestone Country Club, as per the policy for such
               use.

     6. TERMINATION OF EMPLOYMENT. As indicated in Subsection 3(b), the
Employment Term may terminate prior to the date specified therein as follows:

          (a)  The Executive's employment hereunder will terminate without
               further notice upon the death of the Executive.


                                        8



          (b)  The Company may terminate the Executive's employment hereunder
               upon the Executive's Disability, if the Executive is prevented
               from performing his duties hereunder by reason of physical or
               mental incapacity for a period of one hundred eighty (180)
               consecutive days in any period of two consecutive fiscal years of
               the Company, but in any such event the Executive shall be
               entitled to full compensation and benefits hereunder until the
               close of such one hundred and eighty (180) day period.

          (c)  The Executive may terminate his employment due to his Retirement.

          (d)  The Company may terminate the Executive's employment hereunder
               effective immediately upon giving written notice of such
               termination for "Cause."

          (e)  The Company may terminate the Executive's employment hereunder
               without Cause at any time upon thirty (30) days written notice.

          (f)  The Executive may terminate his employment hereunder effective
               immediately upon giving written notice of such termination for
               "Good Reason."

          (g)  The Executive may terminate his employment hereunder without Good
               Reason at any time upon thirty (30) days written notice.

     7. SEVERANCE COMPENSATION. If the Executive's employment terminates, the
following severance provisions will apply:

          (a)  If the Executive's employment is terminated by the Company other
               than for Cause or is terminated by the Executive for Good Reason,
               then for a period of one (1) year commencing on the Executive's
               termination date ("Payment Term"), the Company shall:

               (i)  pay to the Executive within thirty (30) days following his
                    termination of employment a single sum payment equal to one
                    (1) times his annual Base Salary in effect on the date of
                    such termination of employment (or if such annual Base
                    Salary has decreased during the one year period ending on
                    the date of the Executive's termination of employment, at
                    the highest rate in effect during such period);

               (ii) pay to the Executive within thirty (30) days following his
                    termination of employment a single sum payment equal to one
                    (1) times his Annual Bonus at the highest rate in effect
                    during the prior three year period, plus the sum of any
                    Annual Bonus earned but unpaid at the date of such
                    termination of employment;


                                        9



               (iii) continue in effect the medical and dental coverage, long
                    and short-term disability protection, and any life insurance
                    protection (including life and long-term disability
                    insurance protection under policies obtained by the
                    Executive), being provided to the Executive immediately
                    prior to the Executive's termination of employment, or if
                    any of such benefits have decreased during the one year
                    period ending on the Executive's termination of employment,
                    at the highest level in effect during such one year period;

               (iv) continue to pay the automobile allowances as provided in
                    Subsections 5(e) hereof; and

               (v)  pay for executive outplacement services for the Executive
                    from a nationally recognized executive outplacement firm at
                    the level provided for the most senior executives, provided
                    that such outplacement services will be provided for a one
                    year period commencing on the date of termination of
                    employment regardless of the Payment Term.

          (b)  If the Executive's employment with the Company is terminated by
               reason of the Executive's death or Disability during the
               Employment Term, the Executive or his surviving spouse shall be
               entitled to receive (i) the Base Salary and Annual Bonus accrued
               and unpaid to the date of death or Disability, (ii) any amounts
               payable under any employee benefit plan of the Company in
               accordance with the terms of such plan, and (iii) if the
               Executive and/or his surviving spouse and dependents properly
               elect continued medical coverage in accordance with Code Section
               4980B ("COBRA"), the Company shall pay the entire cost of the
               premiums for such continued medical coverage for the longer of
               (A) the maximum required period of coverage under Code Section
               4980B(f) or (B) thirty-six (36) months.

          (c)  If the Executive's employment hereunder is terminated by the
               Company for Cause or terminated by the Executive other than for
               Good Reason, then no further compensation or benefits will be
               provided to the Executive by the Company under this Agreement
               following the date of such termination of employment other than
               payment of compensation earned to the date of termination of
               employment but not yet paid. As more fully and generally provided
               in Section 19 hereof, this Subsection 7(c) shall not be
               interpreted to deny the Executive any benefits to which he may be
               entitled under any plan or arrangement of the Company applicable
               to the Executive.


                                       10



          (d)  The Company's payments pursuant to this Section 7 that result in
               additional taxable income to the Executive shall be increased by
               a forty percent (40%) tax gross-up payment to the Executive for
               the purposes of covering federal, state and local income taxes on
               the amount of such payments.

          (e)  Notwithstanding anything contained in this Agreement to the
               contrary, other than Section 19 hereof, if the Executive breaches
               any of the Executive's obligations under Section 11 or 12 hereof,
               and such breach is not substantially cured in all material
               respects within thirty (30) days after the Board gives written
               notice thereof to the Executive, no further severance payments or
               other benefits will be payable to the Executive under this
               Section 7.

     8.   CHANGE IN CONTROL.

          (a)  In General. In the event of a Change in Control, the Executive
               shall have certain special protections so that he may more fully
               focus on the issues related to such a Change in Control, and to
               reward the Executive for the substantial additional effort
               involved in a Change in Control. The protections and rights are
               set forth in this Section 8.

               (i)  In the event of a Change in Control, the Executive may
                    terminate his employment with the Company at any time within
                    the following eighteen (18) months and it will be considered
                    a termination for Good Reason under this Agreement.

               (ii) In the event of a Change in Control, the Executive may elect
                    to extend this Agreement for a period of eighteen (18)
                    months.

               (iii) In the event of a Change in Control, the Company will pay
                    the Executive, within thirty (30) days following the date of
                    such Change in Control, the amount of any Annual Bonus
                    earned but unpaid as of that date.

               (iv) In the event of a Change in Control, the Executive will
                    become fully vested in all outstanding stock options,
                    restricted stock or similar awards and any option shall
                    become fully exercisable. The Executive shall have at least
                    ninety (90) days following the date of the Change in Control
                    to exercise any option or right with respect to any such
                    award.

               (v)  In the event of a Change in Control, the Executive will have
                    available the expenses of enforcement provided in Section 23
                    hereof.


                                       11



          (b)  Section 280G Protection. The Executive shall be entitled to a
               cash payment (the "Excise Tax Gross-Up Payment") equal to the
               amount of excise taxes which the Executive is required to pay
               pursuant to Section 4999 of the Internal Revenue Code of 1986, as
               amended ("Code"), as a result of any "parachute payments" as
               defined in Section 280G(b)(2) of the Code made by or on behalf of
               the Company or any successor thereto, under this Agreement or
               otherwise, resulting in an "excess parachute payment" as defined
               in Section 280G(b)(1) of the Code. In addition to the foregoing,
               the Excise Tax Gross-Up Payment due to the Executive under this
               Section 8 shall be increased by the aggregate of the amount of
               federal, state and local income, excise and penalty taxes, and
               any interest on any of the foregoing, for which the Executive
               will be liable on account of the Excise Tax Gross-Up Payment to
               be made under this Section 8, such that the Executive will
               receive the Excise Tax Gross-Up Payment net of all income, excise
               and penalty taxes, and any interest on any of the foregoing,
               imposed on the Executive on account of the receipt of the Excise
               Tax Gross-Up Payment. The computation of the Excise Tax Gross-Up
               Payment shall be determined, at the expense of the Company or its
               successor, by an independent accounting, actuarial or consulting
               firm selected by the Company or its successor. Such Excise Tax
               Gross-Up Payment shall be made by the Company or its successor at
               such time as the Company or its successor shall determine, in its
               sole discretion, but in no event later than the date five (5)
               business days before the due date, without regard to any
               extension, for filing the Executive's federal income tax return
               for the calendar year for which it is determined that excise
               taxes are payable under Section 4999 of the Code. Notwithstanding
               the foregoing, there shall be no duplication of payments by the
               Company or its successor under this Section 8 in respect of
               excise taxes under Section 4999 of the Code to the extent the
               Company or its successor is making payments in respect of such
               excise taxes under any other arrangement with the Executive. In
               the event that the Executive is ultimately assessed with excise
               taxes under Section 4999 of the Code which exceed the amount of
               excise taxes used in computing the Executive's payment under this
               Section 8, the Company or its successor shall indemnify the
               Executive for such additional excise taxes plus any additional
               excise taxes, income taxes, interest and penalties resulting from
               the additional excise taxes and the indemnity hereunder.

     9. SEVERANCE PLAN. It is the intention of the Parties that this Agreement
provide special benefits to the Executive. If at any time the Company maintains
a Severance Benefit Plan that would provide better cash severance benefits to
the Executive than this Agreement, the Executive may elect to receive such
better cash severance benefits in lieu of the cash severance benefits provided
under Subsections 7(a)(i) and 7(a)(ii) of this Agreement while continuing to
receive any other benefits or coverages available under this Agreement. If this
Agreement would provide better cash severance benefits to the Executive than a
Severance Benefit Plan maintained by the Company, the Executive shall receive
the cash severance benefits under this Agreement, as well as any other benefits
or coverages available under this Agreement.


                                       12



In such case, the cash severance benefits under this Agreement shall be in lieu
of the cash severance benefits payable under a Severance Benefit Plan.

     10. PLAN AMENDMENTS. To the extent any provisions of this Agreement modify
the terms of any existing plan, policy or arrangement affecting the compensation
or benefits of the Executive, as appropriate, (a) such modification as set forth
herein shall be deemed an amendment to such plan, policy or arrangement as to
the Executive, and both the Company and the Executive hereby consent to such
amendment, (b) the Company will appropriately modify such plan, policy or
arrangement to correspond to this Agreement with respect to the Executive, or
(c) the Company will provide an "Alternative Benefit," as defined in Section 17
hereof, to or on behalf of the Executive in accordance with the provisions of
such Section 17.

     11. CONFIDENTIAL INFORMATION. The Executive agrees that the Executive will
not, during the Employment Term or at any time thereafter, either directly or
indirectly, disclose or make known to any other person, firm, or corporation any
confidential information, trade secret or proprietary information of the Company
in violation of the Company's policies and procedures.

     12. [Reserved]

     13. ARBITRATION. The following arbitration rules shall apply to this
Agreement:

          (a)  In the event that the Executive's employment shall be terminated
               by the Company during the Employment Term or the Company shall
               withhold payments or provision of benefits because the Executive
               is alleged to be engaged in activities prohibited by Section 11
               or 12 hereof or for any other reason, the Executive shall have
               the right, in addition to all other rights and remedies provided
               by law, at his election either to seek arbitration in the
               metropolitan area of Akron, Ohio, under the Commercial
               Arbitration Rules of the American Arbitration Association by
               serving a notice to arbitrate upon the Company or to institute a
               judicial proceeding, in either case within one hundred and twenty
               (120) days after having received notice of termination of his
               employment.

          (b)  Without limiting the generality of Subsection 13(a), this
               Subsection 13(b) shall apply to termination asserted to be for
               "Cause" or for "Good Reason." In the event that (i) the Company
               terminates the Executive's employment for Cause, or (ii) the
               Executive resigns his employment for Good Reason, the Company and
               the Executive each shall have thirty (30) days to demand of the
               American Arbitration Association in writing (with a copy to the
               other Party) that arbitration be commenced to determine whether
               Cause or Good Reason, as the case may be, existed with respect to
               such termination or resignation. The Parties shall have thirty
               (30) days from the date of such written request to select such
               third party arbitrator. Upon the expiration of such thirty (30)
               day period, the Parties shall have an additional thirty (30) days
               in which to present to such third party arbitrator such
               arguments, evidence or other material (oral or written) as may be
               permitted and in accordance with such procedures as may be


                                       13



               established by such third party arbitrator. The third party
               arbitrator shall furnish a written summary of his findings to the
               Parties not later than thirty (30) days following the last day on
               which the parties were entitled to present arguments, evidence or
               other material to the third party arbitrator.

     During the period of resolution of a dispute under this Subsection 13(b),
the Executive shall receive no compensation by the Company (other than payment
by the Company of premiums due before or during such period on any insurance
coverage applicable to the Executive hereunder) and the Executive shall have no
duties for the Company. If the arbitrator determines that the Company did not
have Cause to terminate the Executive's employment or that the Executive had
Good Reason to resign his employment, as the case may be, the Company shall
promptly pay the Executive in a lump sum any compensation to which the Executive
would have been entitled, for the period commencing with the date of the
Executive's termination or resignation and ending on the date of such
determination, had his employment not been terminated or had he not resigned.

     14. NOTICES. For purposes of this Agreement, all communications provided
for herein shall be in writing and shall be deemed to have been duly given when
hand delivered or mailed by United States registered or certified mail, return
receipt requested, postage prepaid, addressed as follows:

          (a)  If the notice is to the Company:

               Myers Industries, Inc.
               1293 South Main Street
               Akron, OH 44301
               Attn: President

               With a copy to:
               Myers Industries, Inc.
               1293 South Main Street
               Akron, OH 44301
               Attn: General Counsel

          (b)  If the notice is to the Executive:

               Mr. Donald A. Merril
               4513 Bridle Trail
               Akron, OH 44333

               With a copy to:

               Vincent E. Fisher
               Roth Bierman LLP
               5196 Richmond Road
               Bedford Heights, OH 44146


                                       14



or to such other address as either Party may have furnished to the other in
writing and in accordance herewith; except that notices of change of address
shall be effective only upon receipt.

     15. ASSIGNMENT; BINDING EFFECT. This Agreement shall be binding upon and
inure to the benefit of the parties to this Agreement and their respective
successors, heirs (in the case of the Executive) and permitted assigns. No
rights or obligations of the Company under this Agreement may be assigned or
transferred by the Company except that such rights or obligations may be
assigned or transferred in connection with the sale or transfer of all or
substantially all of the assets of the Company, provided that the assignee or
transferee is the successor to all or substantially all of the assets of the
Company and such assignee or transferee expressly assumes the liabilities,
obligations and duties of the Company, as contained in this Agreement, either
contractually or as a matter of law. The Company further agrees that, in the
event of a sale or transfer of assets as described in the preceding sentence, it
shall be a condition precedent to the consummation of any such transaction that
the assignee or transferee expressly assumes the liabilities, obligations and
duties of the Company hereunder. No rights or obligations of the Executive under
this Agreement may be assigned or transferred by the Executive other than the
Executive's rights to compensation and benefits, which may be transferred only
by will or operation of law, except as provided in this Section 15.

     The Executive shall be entitled, to the extent permitted under any
applicable law, to select and change a beneficiary or beneficiaries to receive
any compensation or benefits payable hereunder following the Executive's death
by giving the Company written notice thereof. In the absence of such a
selection, any compensation or benefit payable under this Agreement following
the death of the Executive shall be payable to the Executive's spouse, or if
such spouse shall not survive the Executive, to the Executive's estate. In the
event of the Executive's death or a judicial determination of the Executive's
incompetence, reference in this Agreement to the Executive shall be deemed,
where appropriate, to refer to the Executive's beneficiary, estate or other
legal representative.

     16. INVALID PROVISIONS. Any provision of this Agreement 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 this Agreement shall continue to be in
full force and effect. In the event that any provision of this Agreement 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.

     17. ALTERNATIVE SATISFACTION OF COMPANY'S OBLIGATIONS. In the event this
Agreement provides for payments or benefits to or on behalf of the Executive
which cannot be provided under the Company's benefit plans, policies or
arrangements either because such plans, policies or arrangements no longer exist
or no longer provide such benefits or because provision of such benefits to the
Executive would adversely affect the tax qualified or tax advantaged status of
such plans, policies or arrangements for the Executive or other participants
therein, the Company may provide the Executive with an "Alternative Benefit," as
defined in this Section 17, in lieu thereof. The Alternative Benefit is a
benefit or payment which places the Executive and the Executive's dependents or
beneficiaries, as the case may be, in at least as good of an economic position
as if the benefit promised by this Agreement (a) were


                                       15



provided exactly as called for by this Agreement, and (b) had the favorable
economic, tax and legal characteristics customary for plans, policies or
arrangements of that type. Furthermore, if such adverse consequence would affect
the Executive or the Executive's dependents, the Executive shall have the right
to require that the Company provide such an Alternative Benefit.

     18. ENTIRE AGREEMENT, MODIFICATION. Subject to the provisions of Section 19
hereof, this Agreement 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 this Agreement shall be effective unless in writing,
specifically referring hereto, and signed by both Parties.

     19. NON-EXCLUSIVITY OF RIGHTS. Notwithstanding the foregoing provisions of
Section 18, nothing in this Agreement shall prevent or limit the Executive's
continuing or future participation in any benefit, bonus, incentive or other
plan, program, policy or practice provided by the Company for its executive
officers, nor shall anything herein limit or otherwise affect such rights as the
Executive has or may have under any stock option, restricted stock or other
agreements with the Company or any of its subsidiaries. Amounts which the
Executive or the Executive's dependents or beneficiaries, as the case may be,
are otherwise entitled to receive under any such plan, policy, practice or
program shall not be reduced by this Agreement except as provided in Section 9
hereof with respect to payments under a Company sponsored Severance Benefit Plan
if cash payments are made hereunder.

     20. WAIVER OF BREACH. The failure at any time to enforce any of the
provisions of this Agreement or to require performance by the other Party of any
of the provisions of this Agreement shall in no way be construed to be a waiver
of such provisions or to affect either the validity of this Agreement or any
part of this Agreement or the right of either Party thereafter to enforce each
and every provision of this Agreement in accordance with the terms of this
Agreement.

     21. GOVERNING LAW. This Agreement has been made in, and shall be governed
and construed in accordance with the laws of, the State of Ohio. The Parties
agree that this Agreement is not 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.

     22. TAX WITHHOLDING. The Company may withhold from any amounts payable
under this Agreement such federal, state or local taxes or other amounts as
shall be required to be withheld pursuant to any applicable law or regulation.
Where withholding applies to shares of the Company's common stock, the Company
shall make cashless withholding available to the Executive if permissible by
law.

     23.  EXPENSES OF ENFORCEMENT.

          (a)  Following a Change in Control. The Company is aware that upon the
               occurrence of a Change in Control the Board or a shareholder of
               the Company may then cause or attempt to cause the Company to
               refuse to comply with its obligations under this Agreement, or
               may cause or attempt to cause the Company to institute, or may
               institute, litigation seeking to


                                       16



               have this Agreement declared unenforceable, or may take, or
               attempt to take, other action to deny the Executive the benefits
               intended under this Agreement. In these circumstances, the
               purpose of this Agreement could be frustrated. It is the intent
               of the Company that the Executive not be required to incur the
               expenses associated with the enforcement of his rights under this
               Agreement by litigation or other legal action because the cost
               and expense thereof would substantially detract from the benefits
               intended to be extended to the Executive hereunder, nor be bound
               to negotiate any settlement of his rights hereunder under threat
               of incurring such expenses. Accordingly, if following a Change in
               Control it should appear to the Executive that the Company has
               failed to comply with any of its obligations under this Agreement
               or in the event that the Company or any other person takes any
               action to declare this Agreement void or unenforceable, or
               institutes any litigation or other legal action designed to deny,
               diminish or to recover from, the Executive, the benefits intended
               to be provided to the Executive hereunder, and that the Executive
               has complied with all of his obligations under this Agreement,
               the Company irrevocably authorizes the Executive from time to
               time to retain counsel of his choice at the expense of the
               Company as provided in this Section 23, to represent the
               Executive in connection with the initiation or defense of any
               litigation or other legal action, whether by or against the
               Company or any Director, officer, shareholder or other person
               affiliated with the Company, in any jurisdiction. Notwithstanding
               any existing or prior attorney-client relationship between the
               Company and such counsel, the Company irrevocably consents to the
               Executive entering into an attorney-client relationship with such
               counsel, and in that connection the Company and the Executive
               agree that a confidential relationship shall exist between the
               Executive and such counsel. The reasonable fees and expenses of
               counsel selected from time to time by the Executive as herein
               provided shall be paid or reimbursed to the Executive by the
               Company on a regular, periodic basis upon presentation by the
               Executive of a statement or statements prepared by such counsel
               in accordance with its customary practices, up to a maximum
               aggregate amount of Five Hundred Thousand Dollars ($500,000.00).

          (b)  In General. The Company shall reimburse reasonable attorney fees
               and expenses incurred by the Executive to enforce the provisions
               of this Agreement, even if his claims are not successful,
               provided they are not ultimately determined by the court or
               arbitrator, as the case may be, to be frivolous, up to a maximum
               aggregate amount of One Hundred Thousand Dollars ($100,000.00).

     24. REPRESENTATION. The Company represents and warrants that it is fully
authorized and empowered to enter into this Agreement and that the performance
of its obligations under this Agreement will not violate any agreement between
it and any other person, firm or organization.


                                       17



     25. SUBSIDIARIES AND AFFILIATES. Notwithstanding any contrary provision of
this Agreement, to the extent it does not adversely affect the Executive, the
Company may provide the compensation and benefits to which the Executive is
entitled hereunder through one or more subsidiaries or affiliates.

     26. NO MITIGATION OR OFFSET. In the event of any termination of employment,
the Executive shall be under no obligation to seek other employment. Amounts due
the Executive under this Agreement shall not be offset by any remuneration
attributable to any subsequent employment he may obtain.

     27. SOLE REMEDY. The Parties agree that the remedies of each against the
other for breach of this Agreement shall be limited to enforcement of this
Agreement and recovery of the amounts and remedies provided for herein. The
Parties, however, further agree that such limitation shall not prevent either
Party from proceeding against the other to recover for a claim other than under
this 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/ John C. Orr
                                            ------------------------------------
                                            John C. Orr, President and
                                            Chief Executive Officer


                                        EXECUTIVE


                                        /s/ Donald A. Merril
                                        ----------------------------------------
                                        Donald A. Merril


                                       18

EX-10.L

                                                                     Exhibit 10L

                                AMENDMENT TO THE
                             MYERS INDUSTRIES, INC.
                     EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN
                               (DONALD A. MERRIL)

     Amendment to the Myers Industries, Inc. Executive Supplemental Retirement
Plan (the "Plan"), effective as of January 24, 2006 (the "Amendment Effective
Date"), by and between Myers Industries, Inc. (the "Employer") and Donald A.
Merril (the "Executive").

                                   WITNESSETH:

     WHEREAS, the Employer established the Plan, effective January 1, 1997; and

     WHEREAS, the Executive is a Participant (as defined in the Plan) in the
Plan;

     WHEREAS, pursuant to Section 10.7 of the Plan, the Employer may amend or
modify any provision of the Plan as to any particular Participant (as defined in
the Plan) by agreement with such Participant, provided that such agreement is in
writing, is executed by both the Employer and the Participant, and is filed with
the Plan records;

     WHEREAS, the Employer wants to amend certain provisions of the Plan as to
the Executive; and

     WHEREAS, this Amendment shall apply only to the Executive and shall not
apply to any other Participants;

     NOW, THEREFORE, the Plan is hereby amended as to the Executive as follows:

     1. Section 2.4 of the Plan shall be deleted in its entirety and the
following shall be substituted therefor:

          "Section 2.4 The term `Benefit Amount' shall mean $50,000.
          Notwithstanding the foregoing, the Committee may, at any time and from
          time to time, in its sole discretion, revise the Benefit Amount;
          provided, however, that the Benefit Amount may not be reduced without
          the Participant's written consent."

     2. Section 2.6 of the Plan shall be deleted in its entirety and the
following shall be substituted therefor:

          "Section 2.6 The term `Cause' shall mean `cause' as defined in the
          Employment Agreement, dated as of January 24 2006, by and between the
          Employer and the Participant (such employment agreement and any
          subsequent amendments thereto are hereinafter referred to as the
          `Employment Agreement')."



     3. Section 2.7 of the Plan shall be deleted in its entirety and the
following shall be substituted therefor:

          "Section 2.7 The term `Change in Control' shall mean `change in
          control' as defined in the Employment Agreement."

     4. Section 2.11 of the Plan shall be deleted in its entirety and the
following shall be substituted therefor:

          "Section 2.11 The term `Early Retirement Date' shall mean the date of
          the Participant's retirement during the period commencing on the first
          day of the month coincident with or immediately following the date as
          of which the Participant has attained age fifty-five (55)."

     5. Section 2.14 of the Plan shall be deleted in its entirety and the
following shall be substituted therefor:

          "Section 2.14 The term `Good Reason' shall mean `good reason' as
          defined in the Employment Agreement."

     6. Section 2.22 of the Plan shall be amended, in part, by deleting the
first sentence thereof and adding the following sentences in substitution
therefor:

          "A `Year of Service' shall mean a Plan Year commencing with the
          calendar year beginning on the Effective Date, provided that the
          Participant is employed by the Employer as a full-time employee on at
          least one day during such Plan Year. Notwithstanding anything in the
          Plan to the contrary, as example, for purposes of determining the
          Participant's Supplemental Vested Pension under Section 4.4, the
          Participant shall be deemed to have (a) one Year of Service as of the
          Amendment Effective Date, (b) six Years of Service as of January 1,
          2010 and (c) ten Years of Service as of January 1, 2013."

     7. Section 4.4 of the Plan shall be amended, in part, by deleting the first
paragraph thereof and adding the following in substitution therefor:

          "Subject to the provisions of Article XI, if, prior to the
          Participant's Normal or Early Retirement Dates, the Participant's
          employment with the Employer is terminated (a) by the Employer other
          than for Cause, (b) by the Participant for Good Reason, or (c) in the
          event of a Change in Control, by the Participant at any time within
          the 18 months following the Change in Control, the Participant shall
          be entitled to receive a Supplemental Vested Pension equal to
          one-twelfth (1/12th) of the Benefit Amount multiplied by the
          percentage determined from the following table based upon his Years of
          Service as of the date of termination of his employment:"



     8. Section 4.5 of the Plan shall be deleted in its entirety and the
following shall be substituted therefor:

          "The Participant shall not be entitled to receive any Supplemental
          Pension under this Plan if (a) the Employer terminates the
          Participant's employment for Cause or (b) the Participant terminates
          his employment with the Employer prior to the date that he is eligible
          to elect Early Retirement, unless the Participant terminates his
          employment (i) for Good Reason or (ii) in the event of a Change in
          Control, at any time within the 18 months following the Change in
          Control."

     9. New Sections 10.13 and 10.14 shall be added to the Plan as follows:

          "Section 10.13 Notwithstanding anything in this Plan to the contrary,
          the Employer shall have the right, subject to the Participant's
          consent (which shall not be unreasonably withheld), to amend the Plan
          without any additional consideration to the affected Participant to
          the extent necessary to avoid penalties arising under Section 409A of
          the Internal Revenue Code of 1986, as amended (the "Code"). Any
          amendment under this Section 10.13 shall otherwise be consistent with
          the intent of this Plan.

          Section 10.14 The Employer agrees that it shall not knowingly or
          negligently take an action or fail to take an action that causes the
          Participant to incur any excise tax under Code Section 409A and that,
          if it does, the Employer shall reimburse the Participant in the amount
          of the excise tax and will fully gross up the Participant for the
          federal, state and local income, employment, wage and excise taxes
          (including any additional excise taxes under Code Section 409A)
          associated with that reimbursement."

     IN WITNESS WHEREOF, the parties hereto have duly executed and delivered
this Amendment as of the date first written above.

                                        Myers Industries, Inc.


                                        By: /s/ John C. Orr
                                            ------------------------------------
                                            John C. Orr, President and Chief
                                            Executive Officer


                                        Executive


                                        /s/ Donald A. Merril
                                        ----------------------------------------
                                        Donald A. Merril

EX-10.M

                                                                     Exhibit 10M

                  NON-DISCLOSURE AND NON-COMPETITION AGREEMENT

     THIS AGREEMENT is entered into between Myers Industries, Inc. (the
"Company") and Donald A. Merril, the undersigned Employee effective January 24,
2006. The Company, as used in this Agreement, includes Myers Industries, Inc.,
its successors and assignees, and any of their existing and future subsidiaries
in the United States and foreign countries.

     In consideration of Employee's employment with the Company under an
Employment Agreement dated January 24, 2006 ("Employment Agreement"), and other
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, Employee covenants and agrees as follows:

I. NON-DISCLOSURE. Employee covenants and agrees so long as this Agreement is in
effect, and after the termination of this Agreement, that:

     A. Without the prior written consent of Company, Employee shall not at any
time, directly or indirectly, use for Employee's own benefit or purposes or for
the benefit or purposes of any other person, firm, partnership, association,
corporation or business organization, or disclose to any person, firm,
partnership, association, corporation or business organization, any trade
secrets, information, data, know-how or knowledge (including, but not limited
to, trade secrets, information, data, know-how or knowledge relating to
customers, clients, products, technical services, business methods and
techniques, print outs, reports, market development programs, revenues, costs,
pricing structures, management practices, manuals, contracts, documents,
designs, computer programs, computer operating systems, computer applications,
software designs, inventions, processes, plans or employees) belonging to, or
relating to the affairs of the Company except where required in good faith to
transact the business of the Company.

     B. Employee shall return to the Company, at its request, and in any event
within three (3) days after termination of Employee's services, in good
condition, reasonable wear and tear excepted, all documentation and records
which are the property of Company and any and all copies thereof, including, but
not limited to, all manuals, promotional and instructional materials, and
similar aids and equipment, all correspondence, customer lists, files, plans,
contracts, cost and pricing structures, accounting records, memoranda and
reports as well as all of Company's equipment and other property in Employee's
hands or under Employee's control at the time of the termination of Employee's
employment.

     C. Employee shall keep in strict confidence all trade information, product
data, technical services, management practices, business and pricing methods and
techniques, customer and prospect lists, trade secrets and other confidential
information concerning Company's business and its methods of doing business.


                                       1



II. NON-COMPETITION.

     A. Employee acknowledges that Employee will be dealing with confidential
information, trade secrets and business methods which are the Company's
property. Employee further acknowledges that the training, materials, customer
lists and other confidential information and trade secrets, all provided to
Employee by Company, are of value to the Company and that it is reasonable and
necessary for the protection of Company that the Employee not compete with
Company within the area and for the duration hereinafter set forth.

     Accordingly, Employee covenants and agrees that Employee shall not, for the
term hereof and for a period of three (3) years following the termination of
Employee's employment with Company (the "Restricted Period"), for any reason
directly or indirectly (which means acting alone, as a sole proprietor, as a
partner, employee or agent of a partnership; as an officer, director, employee
or shareholder or agent of any other corporation; or as a trustee, fiduciary,
consultant, independent contractor, agent or other representative) engage in any
or all of the following activities within the Restricted Area (as defined
below):

     1. Become employed or affiliated in any capacity with, perform services of
     any type on behalf of, or enter into or engage in any business or other
     pursuit that competes with and/or is similar to the Company's business in
     any way; or

     2. Promote the business of any person, firm, association, or corporation
     engaged in a business which competes with and/or is similar in any way with
     the business of the Company; or

     3. Solicit, divert or take away or attempt to solicit, divert, or take
     away, any of the Company's customers, clients, accounts, sales and/or
     service representatives, independent contractors or subcontractors, agents,
     suppliers or patronage; or

     4. Attempt to seek or cause any of Company's customers, clients, accounts,
     sales and/or service representatives, independent contractors or suppliers
     to refrain from patronizing Company; or

     5. Knowingly employ or engage, or attempt to employ or engage, in any
     capacity, any person employed by the Company, or any sales and/or service
     representative, or any independent contractor or agent of the Company, who
     was an employee, representative, contractor, or agent of the Company during
     the period of three (3) years prior to Employee's termination.

     Notwithstanding anything to the contrary in this Agreement, in the event of
a "Change in Control" (as defined in the Employment Agreement), and the
Employee's employment with the Company is terminated for any reason, the
Restricted Period shall be reduced to eighteen (18) months from the date of the
termination.


                                       2



     B. For purposes of this Agreement, the "Restricted Area" shall be defined
in relation to the geographic scope of activities carried on by Employee on the
Company's behalf during the term of Employee's employment. For example, if
Employee's duties are those of upper management and he or she directs, controls,
or influences activities on behalf of the Company which are nationwide in scope,
the Restricted Area shall be the United States of America and the territories
thereof. If, however, Employee is in middle management and his or her activities
relate to a specific geographic area such as a state of the United States or
other region of the country, then the Restricted Area shall be that state or
region. For inside or outside sales employees, the Restricted Area shall be
every state which includes any part of the sales territory or region for which
that salesperson has been responsible or partially responsible while in the
Company's employ. These examples are by no means all inclusive. They are set
forth as the most common examples of the Restricted Area intended to be covered
by this Agreement.

     C. Employee agrees that each of the above covenants are separate and
distinct covenants, independent of each other, and that the illegality or
invalidity of any one or more of them or any part of one or more of them shall
not render the others illegal or invalid, and that if the invalidity or
unenforceability is due to the unreasonableness of the time or geographic area
covered by said covenants, said covenants shall nevertheless be enforced to the
maximum extent permitted by law and effective for such period of time and for
such area as may be determined to be reasonable by a court of competent
jurisdiction.

III. MISCELLANEOUS

     A. The existence of any claim or cause of action of the Employee against
Company, shall not constitute a defense to the enforcement by Company of the
above covenants or obligations. Employee agrees that if Employee breaches any of
the covenants or obligations set forth above, the Restricted Period shall be
suspended until such time as said violation shall cease. Employee further agrees
that if Employee breaches any of Employee's covenants or obligations set forth
above, the Company shall have the right, in addition to other rights provided
herein or any other rights that it may have in law or equity, to seek and obtain
from any Court of competent jurisdiction relief by way of injunction. Employee
acknowledges and agrees that should Employee breach any of Employee's covenants
and obligations above, the Company would suffer irreparable damages and the
Company would have no adequate remedy at law. Employee further agrees that if
the Company prevails in any legal proceeding to enforce this Agreement, the
Company shall be awarded, in addition to such other relief it may be granted,
attorneys' fees and costs incurred in connection with such proceeding.

     B. If any portion of this Agreement shall be determined to be invalid or
unenforceable, then such determination shall not affect any other portion of
this Agreement and such other portions shall remain in full force and effect.

     C. Employee covenants and acknowledges that Employee executed this
Agreement prior to the commencement of employment with Company and that this
Agreement is supported by good, valuable and sufficient consideration.


                                       3



     D. For purposes of this Agreement, all communications provided for herein
shall be in writing and shall be deemed to have been duly given when hand
delivered or mailed by United States registered or certified mail, return
receipt requested, postage prepaid, addressed as follows:

     (a) If the notice is to the Company:

          Myers Industries, Inc.
          1293 South Main Street
          Akron, OH 44301
          Attn: President

          With a copy to:
          Myers Industries, Inc.
          1293 South Main Street
          Akron, OH 44301
          Attn: General Counsel

     (b) If the notice is to the Executive:

          Mr. Donald A. Merril
          4513 Bridle Trail
          Akron, OH 44333

          With a copy to:
          Vincent E. Fisher
          Roth Bierman LLP
          5196 Richmond Road
          Bedford Heights, Ohio 44146

or to such other address as either Party may have furnished to the other in
writing and in accordance herewith; except that notices of change of address
shall be effective only upon receipt.

     E. This Agreement may not be modified or amended except by a written
instrument signed by both Company and Employee. This Agreement shall inure to
the benefit of the successors and assigns of the Company and shall be binding
upon Employee's heirs, executors, administrators and successors.


                                       4



     F. This Agreement and any dispute arising from or in relation to it shall
be governed by and construed in accordance with the laws of the State of Ohio.
Venue of any action or dispute of any kind arising from or relating to
Employee's employment with Company is limited exclusively to the Courts of the
State of Ohio. Employee acknowledges and agrees that this Agreement may be
assigned by the Company without Employee's consent.

                                        MYERS INDUSTRIES, INC.


                                        By: /s/ John C. Orr
                                            ------------------------------------
                                            John C. Orr, President and
                                            Chief Executive Officer


                                        EMPLOYEE:


                                        /s/ Donald A. Merril
                                        ----------------------------------------
                                        Donald A. Merril


                                       5

EX-10.N

                                                                     Exhibit 10N

                      RESIGNATION AND RETIREMENT AGREEMENT

     THIS RESIGNATION AND RETIREMENT AGREEMENT (this "Agreement"), is made,
entered into and effective as of January 24, 2006 ("Effective Date"), by and
between MYERS INDUSTRIES, INC. (the "Company"), located at 1293 South Main
Street, Akron, Ohio 44301 and GREGORY J. STODNICK ("Stodnick"), residing at 9250
Pine View Oval, Brecksville, Ohio 44141.

                                   WITNESSETH:

     WHEREAS, Stodnick is the Vice President - Finance and Chief Financial
Officer (collectively "CFO") of the Company;

     WHEREAS, Stodnick has indicated that effective April 25, 2006 ("Resignation
Date"), he will resign from the position of CFO;

     WHEREAS, the Company has agreed to accept Stodnick's resignation from the
position of CFO effective as of the Resignation Date;

     WHEREAS, the Company desires to utilize the knowledge and skills of
Stodnick after the Resignation Date through June 26, 2007 (the "Consulting
Period"), and Stodnick is in agreement to provide such services as indicated
herein until June 27, 2007 ("Retirement Date"); and

     WHEREAS, the Company and Stodnick desire to set forth the services to be
provided by Stodnick and the payments and benefits that Stodnick will be
entitled to receive from the Company in connection with his continued services
and employment with the Company.

     NOW, THEREFORE, in consideration of the promises and agreements contained
herein and other good and valuable consideration, the sufficiency and receipt of
which are hereby acknowledged, and intending to be legally bound, the Company
and Stodnick hereby agree as follows:

     1. RESIGNATION. Stodnick hereby acknowledges and confirms his resignation,
effective on April 25, 2006, from the position as CFO. Stodnick further resigns,
effective on April 25, 2006, from all other offices of the Company, its
subsidiaries and plans, which he holds or has been appointed. The Company hereby
consents to and accepts the resignations of Stodnick.



     2. EMPLOYMENT. From January 24, 2006 until April 25, 2006 ("Transition
Period"), Stodnick will continue in his position as the CFO and as an executive
of the Company. Stodnick agrees that his duties will however reflect a priority
towards the succession training of the replacement chief financial officer.

     After April 25, 2006 through June 27, 2007 (the "Consulting Period"),
Stodnick will continue as an employee of the Company and will perform services
and provide such consultations as the President and Chief Executive Officer, or
Chief Financial Officer, may reasonably and specifically request, and shall not
do so if not so requested. Stodnick's position will be considered as a
non-executive, non-policymaking employee of the Company.

     3. COMPENSATION AND BENEFITS. In consideration of the promises made by
Stodnick in this Agreement and for the services to be provided by Stodnick to
the Company, and subject to the conditions hereof, the Company agrees to
compensate Stodnick as an employee of the Company as follows:

          A. BASE SALARY AND BONUS. During the period from January 24, 2006
until December 31, 2006, Stodnick's base salary as an employee of the Company
will remain at $320,000 per year. Stodnick will be paid a bonus of $145,000 in
March 2006 for fiscal 2005. During the period from January 1, 2007 until June
27, 2007, Stodnick's base salary as an employee of the Company will be $20,000
per year. Stodnick will not receive a bonus payment for fiscal 2006. Stodnick
will be paid the bonus amounts currently accrued for him under the Company's
50/25/25 bonus plan upon the terms of such plan.

          B. PAYMENTS. All of the payments under this Paragraph 3 shall be made
in accordance with the Company's normal employment and payroll practices and
subject to applicable payroll tax deductions. Stodnick acknowledges and agrees
that he shall not receive any additional compensation beyond that provided in
this Paragraph 3 for his services to the Company.

          C. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN. Upon his retirement on the
Retirement Date, Stodnick will meet the requirements and shall be deemed to be
fully vested under the Company's Supplemental Executive Retirement Plan
("SERP"), in accordance with the terms of the SERP, which provide for payment of
benefits commencing as of the Retirement Date. Any amounts paid hereunder shall
be subject to applicable payroll tax deductions.

          D. MEDICAL COVERAGE. Until the Retirement Date and while Stodnick is
an employee of the Company, the Company will provide coverage under the
Company's health care plan comparable to that provided to the Company's
employees in general (including any dental and prescription coverage) to
Stodnick and his dependents, at the Company's expense, with Stodnick
contributing toward such expense as per similarly situated employees. After the
Retirement Date, for a period of eighteen (18) months, Stodnick may continue his
participation in the Company's employee health care plan pursuant to the
Consolidated Omnibus Budget Reconciliation Act of 1986, as amended ("COBRA")
with such coverage then in effect, whether individual or family.


                                        2



          E. LIFE, DISABILITY AND LONG-TERM CARE COVERAGE. Until the Retirement
Date and while Stodnick is an employee of the Company, the Company will provide
Stodnick with coverage under the Company's group life and disability insurance
plans comparable to that provided to employees of the Company. Stodnick will be
solely responsible for payment of any participant contributions required in
connection with any election of coverage in the group life, disability or
long-term care insurance plans.

          F. MOTOR VEHICLE. Effective on the Resignation Date, the Company will
no longer reimburse Stodnick for the costs and expenses associated with an
automobile.

          G. OFFICE SPACE. During the Consulting Period, Stodnick will be
expected to provide his services from a location other than at the Company's
headquarters.

          H. RETIREMENT, 401(K), AND PROFIT-SHARING PLANS. Stodnick's
eligibility for benefits, as a past employee of the Company under any of the
Company's retirement, 401(k), or profit-sharing plans for Company employees,
shall be as set forth in the respective plan documents and shall be based on the
date of separation of his employment from the Company.

          I. BUSINESS EXPENSES. Stodnick shall continue to be entitled to
reimbursement for business expenses incurred in connection with the performance
of his duties under this Agreement, subject to the Company's policies for
reimbursement.

          J. OTHER COMPENSATION AND BENEFITS. Except as specifically set forth
herein, no other compensation or benefits are due Stodnick.

          K. NO EFFECT ON RIGHTS TO INDEMNITY. Nothing contained in this
Agreement shall be deemed to constitute a waiver or modification of Stodnick'
rights to indemnification under Ohio law, the Company's governance documents,
the Company's insurance, or under his indemnification agreement.

     4. NON-COMPETITION AND RELEASE OF CLAIMS. Effective on the Retirement Date,
the Company agrees to pay to Stodnick $145,000 as consideration for his
execution of a two (2) year non-competition agreement and a release of claims.

          A. NON-COMPETITION. The non-competition agreement shall be the current
form used by the Company and shall state that for a period of two (2) years
after the Retirement Date, Stodnick shall not, directly or indirectly, do or
suffer to be done any of the following: own, manage, control or participate in
the ownership, management, or control of, or be employed or engaged by or
otherwise affiliated or associated as a consultant, independent contractor or
otherwise with any other corporation, partnership, proprietorship, firm,
association, or other business entity, or otherwise engage in any business,
which is in competition with the Company's business; provided, however, that the
ownership of not more than one percent of any class of publicly-traded
securities of any entity shall not be deemed a violation of this Paragraph 4.

          B. For purposes of the non-competition agreement, the "Company's
business" shall mean any business in which the Company actively engages now or
until the Retirement Date, and any business in which the Company has actively
engaged in the two (2) year period


                                        3



prior to the Retirement Date. In the event Stodnick shall violate any provision
of the agreement, then, in such event, such violation shall toll the running of
such time period from the date of such violation until such violation shall
cease.

          C. RELEASE OF CLAIMS. The release of claims shall state that Stodnick
for himself and his dependents, successors, assigns, heirs, executors and
administrators releases, dismisses, and forever discharges the Company from, and
agrees to indemnify the Company against, any and all claims (including claims
for attorney's fees), demands, damages, suits, proceedings, actions and/or
causes of action of any kind and every description, whether known or unknown,
which Stodnick has or may have had for, upon, or by reason of any cause
whatsoever (except that this release shall not apply to the obligations of the
Company arising under this Agreement), against the Company.

          D. PAYMENT. Notwithstanding anything to the contrary in this
Agreement, Stodnick understands and acknowledges that the Company's obligation
to pay the $145,000 is in consideration for his obligations under Paragraph 4
and is contingent upon Stodnick's execution of these agreements on or about the
Retirement Date.

          E. COMPANY. For purposes of the above provisions of this Paragraph 4,
the "Company" shall include its predecessors, subsidiaries, divisions, related
or affiliated companies, officers, directors, stockholders, members, employees,
heirs, successors, assigns, representatives, agents and counsel.

     5. CONFIDENTIAL INFORMATION.

          A. Stodnick acknowledges and agrees that in the performance of his
duties as an officer and employee of the Company, he was or may be brought into
frequent contact with, had or may have access to, and/or became or may become
informed of confidential and proprietary information of the Company and/or
information that is a competitive asset of the Company (collectively,
"Confidential Information") and the disclosure of which would be harmful to the
interests of the Company or its subsidiaries.

          B. Stodnick agrees he will keep in strict confidence during the term
of his employment and after the Retirement Date, and will not, directly or
indirectly, at any time, disclose, furnish, disseminate, make available, use or
suffer to be used in any manner any Confidential Information of the Company
without limitation as to when or how Stodnick may have acquired such
Confidential Information. At the Retirement Date, Stodnick will immediately
return to the Company (to the extent he has not already returned), equipment,
software, electronic files, computers, including any laptop, in good condition,
all property of the Company, including, without limitation, property, documents
and/or all other materials (including copies, reproductions, summaries and/or
analyses) which constitute, refer or relate to Confidential Information of the
Company. Stodnick further acknowledges that his obligation of confidentiality
shall survive, regardless of any other breach of this Agreement or any other
agreement, by any party hereto.


                                        4



     6. BREACH. If Stodnick breaches any of the provisions of this Agreement,
then the Company may immediately terminate all remaining payments and benefits
described in this Agreement, plus any expenses and damages incurred as a result
of the breach (including, without limitation, reasonable attorneys' fees), with
the remainder of this Agreement, and all promises and covenants herein,
remaining in full force and effect. The Company will not terminate pursuant to
Paragraph 6 any benefits in which Stodnick had vested as of the Retirement Date
under the Retirement Plans. Stodnick's COBRA rights, if any, will not be reduced
by any action taken by the Company under Paragraph 6.

     7. SUCCESSORS AND BINDING AGREEMENT.

          A. This Agreement shall be binding upon and inure to the benefit of
the Company and any successor of or to the Company, including, without
limitation, any persons acquiring, directly or indirectly, all or substantially
all of the business and/or assets of the Company whether by purchase, merger,
consolidation, reorganization, or otherwise (and such successor shall thereafter
be deemed included in the definition of "the Company" for purposes of this
Agreement), but shall not otherwise be assignable or delegable by the Company.

          B. This Agreement shall inure to the benefit of and be enforceable by
Stodnick's personal or legal representatives, executors, administrators,
successors, heirs, distributees, and/or legatees.

     8. NOTICES. For all purposes of this Agreement, all communications provided
for herein shall be in writing and shall be deemed to have been duly given when
delivered, addressed to the Company (to the attention of the Chief Executive
Officer and the General Counsel) at its principal executive offices and to
Stodnick at his principal residence, as listed above, or to such other address
as any party may have furnished to the other in writing and in accordance
herewith. Notices of change of address shall be effective only upon receipt.

     9. ENTIRE AGREEMENT. This Agreement shall constitute the entire agreement
among the parties hereto with respect to the subject matter hereof and shall
supersede all prior verbal or written agreements, covenants, communications,
understandings, commitments, representations or warranties, whether oral or
written, by any party hereto or any of its representatives pertaining to such
subject matter.

     10. GOVERNING LAW. Any dispute, controversy, or claim of whatever nature
arising out of or relating to this Agreement or breach thereof shall be governed
by and under the laws of the State of Ohio.


                                        5



     IN WITNESS WHEREOF, the parties have executed and delivered this Agreement
as of the date first set forth above.

                                        MYERS INDUSTRIES, INC.


                                        By: /s/ John C. Orr
                                            ------------------------------------
                                            John C. Orr
                                            President and Chief Executive
                                            Officer

                                        Date: January 24, 2006


Witness: /s/ Kevin C. O'Neil            /s/ Gregory J. Stodnick
         ----------------------------   ----------------------------------------
                                        Gregory J. Stodnick

                                        Date: January 24, 2006


                                        6

EX-10.P

                                                                     Exhibit 10P

                                AMENDMENT TO THE
                             MYERS INDUSTRIES, INC.
                     EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN
                                (KEVIN C. O'NEIL)

     Amendment to the Myers Industries, Inc. Executive Supplemental Retirement
Plan (the "Plan"), effective as of August 21, 2005 (the "Amendment Effective
Date"), by and between Myers Industries, Inc. (the "Employer") and Kevin C.
O'Neil (the "Executive").

                                   WITNESSETH:

     WHEREAS, the Employer established the Plan, effective January 1, 1997; and

     WHEREAS, the Executive is a Participant (as defined in the Plan) in the
Plan;

     WHEREAS, pursuant to Section 10.7 of the Plan, the Employer may amend or
modify any provision of the Plan as to any particular Participant (as defined in
the Plan) by agreement with such Participant, provided that such agreement is in
writing, is executed by both the Employer and the Participant, and is filed with
the Plan records;

     WHEREAS, the Employer wants to amend certain provisions of the Plan as to
the Executive; and

     WHEREAS, this Amendment shall apply only to the Executive and shall not
apply to any other Participants;

     NOW, THEREFORE, the Plan is hereby amended as to the Executive as follows:

     1. Section 2.4 of the Plan shall be deleted in its entirety and the
following shall be substituted therefor:

          "Section 2.4 The term 'Benefit Amount' shall mean $50,000.
          Notwithstanding the foregoing, the Committee may, at any time and from
          time to time, in its sole discretion, revise the Benefit Amount;
          provided, however, that the Benefit Amount may not be reduced without
          the Participant's written consent."

     2. Section 2.6 of the Plan shall be deleted in its entirety and the
following shall be substituted therefor:

          "Section 2.6 The term 'Cause' shall mean 'cause' as defined in the
          Employment Agreement, dated as of August 21, 2005, by and between the
          Employer and the Participant (such employment agreement and any
          subsequent amendments thereto are hereinafter referred to as the
          `Employment Agreement')."



     3. Section 2.7 of the Plan shall be deleted in its entirety and the
following shall be substituted therefor:

          "Section 2.7 The term 'Change in Control' shall mean `change in
          control' as defined in the Employment Agreement."

     4. Section 2.11 of the Plan shall be deleted in its entirety and the
following shall be substituted therefor:

          "Section 2.11 The term 'Early Retirement Date' shall mean the date of
          the Participant's retirement during the period commencing on the first
          day of the month coincident with or immediately following the date as
          of which the Participant has attained age fifty-five (55)."

     5. Section 2.14 of the Plan shall be deleted in its entirety and the
following shall be substituted therefor:

          "Section 2.14 The term 'Good Reason' shall mean 'good reason' as
          defined in the Employment Agreement."

     6. Section 2.22 of the Plan shall be amended, in part, by deleting the
first sentence thereof and adding the following sentences in substitution
therefor:

          "A 'Year of Service' shall mean a Plan Year commencing with the
          calendar year beginning on the Effective Date, provided that the
          Participant is employed by the Employer as a full-time employee on at
          least one day during such Plan Year. Notwithstanding anything in the
          Plan to the contrary, for purposes of determining the Participant's
          Supplemental Vested Pension under Section 4.4, the Participant shall
          be deemed to have (a) six Years of Service as of the Amendment
          Effective Date, (b) eight Years of Service as of January 1, 2006 and
          (c) ten Years of Service as of January 1, 2007."

     7. Section 4.4 of the Plan shall be amended, in part, by deleting the first
paragraph thereof and adding the following in substitution therefor:

          "Subject to the provisions of Article XI, if, prior to the
          Participant's Normal or Early Retirement Dates, the Participant's
          employment with the Employer is terminated (a) by the Employer other
          than for Cause, (b) by the Participant for Good Reason, or (c) in the
          event of a Change in Control, by the Participant at any time within
          the 18 months following the Change in Control, the Participant shall
          be entitled to receive a Supplemental Vested Pension equal to
          one-twelfth (1/12th) of the Benefit Amount multiplied by the
          percentage determined from the following table based upon his Years of
          Service as of the date of termination of his employment:"



     8. Section 4.5 of the Plan shall be deleted in its entirety and the
following shall be substituted therefor:

          "The Participant shall not be entitled to receive any Supplemental
          Pension under this Plan if (a) the Employer terminates the
          Participant's employment for Cause or (b) the Participant terminates
          his employment with the Employer prior to the date that he is eligible
          to elect Early Retirement, unless the Participant terminates his
          employment (i) for Good Reason or (ii) in the event of a Change in
          Control, at any time within the 18 months following the Change in
          Control."

     9. New Sections 10.13 and 10.14 shall be added to the Plan as follows:

          "Section 10.13 Notwithstanding anything in this Plan to the contrary,
          the Employer shall have the right, subject to the Participant's
          consent (which shall not be unreasonably withheld), to amend the Plan
          without any additional consideration to the affected Participant to
          the extent necessary to avoid penalties arising under Section 409A of
          the Internal Revenue Code of 1986, as amended (the "Code"), even if
          the amendments reduce, restrict or eliminate the benefits or rights of
          the Participant or his Beneficiary under the Plan. Any amendment under
          this Section 10.13 shall otherwise be consistent with the intent of
          this Plan.

          Section 10.14 The Employer agrees that it shall not knowingly or
          negligently take an action or fail to take an action that causes the
          Participant to incur any excise tax under Code Section 409A and that,
          if it does, the Employer shall reimburse the Participant in the amount
          of the excise tax and will fully gross up the Participant for the
          federal, state and local income, employment, wage and excise taxes
          (including any additional excise taxes under Code Section 409A)
          associated with that reimbursement."

     IN WITNESS WHEREOF, the parties hereto have duly executed and delivered
this Amendment as of the date first written above.

                                        Myers Industries, Inc.


                                        By: /s/ John C. Orr
                                            ------------------------------------
                                            John C. Orr, President and
                                            Chief Executive Officer


                                        Executive


                                        /s/ Kevin C. O'Neil
                                        ----------------------------------------
                                        Kevin C. O'Neil

EX-10.W

                                                                   EXHIBIT 10(W)

 MYERS INDUSTRIES, INC. NON-EMPLOYEE BOARD OF DIRECTORS COMPENSATION ARRANGEMENT

     The annual retainer for Myers Industries, Inc. ("Company") non-employee
Board members is $25,000, except for the Audit Committee chair, who receives an
annual retainer of $30,000. In addition, Board members receive a meeting fee of
$1,500 for each scheduled Board, Committee or board dinner meeting which they
attend, except that Committee chairs receive $2,000 for each meeting of their
Committee. Board members who are not appointed members of a Committee, are paid
a meeting fee if they attend the meeting at the request of the chair of the
Committee. Board members are reimbursed for their reasonable out of pocket
expenses related to attending Board and Committee meetings.

     Board members who are employees of Myers Industries, Inc. do not receive
either the retainer nor the meeting fees.

     Under the Company's 1999 Stock Option Plan, each non-employee director who
held such position on the day before the Annual Shareholder Meeting, is awarded
annually on the day of the meeting, a non-qualified stock option to purchase
2,500 shares of the Company's common stock. The option price per share is 100
percent of the fair market value (being the closing price on the NYSE on the day
of grant) of a share of Common Stock.

     The Company's Code of Regulations provide that the Company will indemnify,
to the full extent then permitted by law, any director or former director of the
Company who was or is a party or is threatened to be made a party to any matter,
whether civil or criminal, by reason of the fact that the individual is or was a
director of the Company, or serving at the request of the Company of another
entity. The Company has entered into indemnity agreements with each of its
directors contractually obligating the Company to provide such protection. The
Company also currently has in effect director and officer insurance coverage.

EX-21

                                                                      Exhibit 21

                             Myers Industries, Inc.
                        Direct and Indirect Subsidiaries
                              As of January 1, 2006

NORTH AND CENTRAL AMERICAN OPERATIONS

                                                         
Ameri-Kart Corp.                                            Kansas
   - WEK South Corp.                                        North Carolina
Ameri-Kart (MI) Corp.                                       Michigan
Buckhorn Inc.                                               Ohio
   - Buckhorn Limited                                       UK
   - Buckhorn Canada, Inc.                                  Ontario, Canada
   - Buckhorn Rubber Products Inc.                          Missouri
Eastern Tire Equipment & Supplies, Limited                  Quebec, Canada
Grower Express Trucking, Inc.                               Ohio
JMKO Corp.                                                  Missouri
   - AC Buckhorn LLC (50%)                                  Missouri, USA
Listo Products, Ltd.                                        Yukon Territory
MYE Automotive, Inc.                                        Delaware
   - Michigan Rubber Products, Inc.                         Michigan
   - WEK Industries, Inc.                                   Delaware
MYEcap Financial Corp.                                      Ohio
MYELux, LLC                                                 Ohio
   - MYELux International Finance, S.e.c.s. (GP 98.67%)     Luxembourg
MYELux International Finance, S.e.c.s. (LP 1.33%)           Luxembourg
Myers do Brasil Embalagens Plasticas Ltda.                  Brazil
Myers International, Inc.                                   Ohio
   - Myers de El Salvador S.A. De C.V.(75%)                 El Salvador
      --  Orientadores Comerciales S.A.                     Guatemala
      --  Myers de Panama S.A.                              Panama
      --  Myers TSCA, S.A.                                  Panama
      --  Pancanal Corporate Services, S.A.                 Panama
Myers de El Salvador S.A. De C.V. (25%)                     El Salvador
Myers Missouri, Inc.                                        Missouri
   - AC Buckhorn LLC (50%)                                  Missouri
Myer's Tire Supply (Canada) Limited                         Ontario, Canada
Myers Tire Supply Distribution, Inc.                        Ohio
Patch Rubber Company                                        North Carolina
   - Kwik Patch Private Ltd. (30.98%)                       India
Productivity California, Inc.                               California

REPORTED OPERATING DIVISIONS OF MYERS INDUSTRIES, INC. AND SUBSIDIARIES

Akro-Mils (of Myers Industries, Inc.)                       Akron, Ohio
Dillen Products  (of Myers Industries, Inc.)                Middlefield, Ohio
Molded Solutions (of Buckhorn Rubber Products Inc.)         Mebane, NC
Myers Tire Supply  (of Myers Industries, Inc.)              Akron, Ohio




                                       -1-



continued

                             MYERS INDUSTRIES, INC.
                        DIRECT AND INDIRECT SUBSIDIARIES
                              As of January 1, 2006

EUROPEAN AND DANISH OPERATIONS

                                                         
MYELux International Finance, S.e.c.s.                      Luxembourg
   - Myers International Holding, S.a.r.l.                  Luxembourg
      -- Allibert-Buckhorn Europe, SAS                      France
         --- SCI de la Plaine                               France
         --- Holdiplast SA                                  France
         --- Allibert Buckhorn France, SAS                  France
            ---- Allibert (Anshan) Plastic Anticorrosive
                 Equipement Co. Ltd. (10%)                  China
            ---- Shanghai Allibert Plastic Anticorrosive
                 Equipment Co. Ltd. (10%)                   China
            ---- Allibert Contenitori SpA                   Italy
            ---- Allibert Contentores-Sistemas de
                 Armazenagem, S.A.                          Portugal
            ---- Allibert Buckhorn UK Limited               UK
                 ----- Allibert Manutencion S.A.            Spain
            ---- Allibert Equipement Sprl                   Belgium
         --- Allibert Transport und Lagertechnik
             Verwaltungsgesellschaft mbH                    Germany
         --- Allibert Transport und Lagertechnik GmbH &
             Co Kg                                          Germany

raaco International A/S                                     Denmark
   - raaco Benelux Storage Systems B.V.                     Netherlands
   - raaco France SA                                        France
   - raaco Germany Handelsgesellschaft mbH                  Germany
   - raaco Great Britain Ltd.                               UK
   - raaco Sweden AB                                        Sweden




                                      -2-

EX-23.A

EX-23(A)

EX-23.B

Exhibit 23(b)

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference of our report dated March 15, 2005, with respect to the consolidated financial statements of Myers Industries, Inc. as of December 31, 2004 and for the two years then ended included in this Annual Report (Form 10-K) for the year ended December 31, 2005, in the following Registration Statements and in the related Prospectus:

Number	Description of Registration Statement
333-90637	Registration Statement (Form S-8) pertaining to the Myers Industries, Inc. 1999 Incentive Stock Plan and the Myers Industries, Inc. Amended and Restated Employee Stock Purchase Plan.
33-50286	Registration Statement (Form S-3) pertaining to the Myers Industries, Inc. Dividend Reinvestment and Stock Purchase Plan

/s/ Ernst & Young LLP

Akron, Ohio
March 16, 2006

EX-31.A

Exhibit 31.1
Certification Per Section 302 of the Sarbanes-Oxley Act of 2003

     I, John C. Orr, President and Chief Executive Officer of Myers Industries, Inc., certify that:

1. I have reviewed this annual report on Form 10-K of Myers Industries, Inc.;

     2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

     3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

     4. The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the company and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the company’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and

     5. The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 16, 2006	/s/ John C. Orr
	John C. Orr, President and Chief Executive Officer

EX-31.B

Exhibit 31.2
Certification Per Section 302 of the Sarbanes-Oxley Act of 2003

     I, Gregory J. Stodnick, Vice President — Finance and Chief Financial Officer of Myers Industries, Inc., certify that:

1. I have reviewed this annual report on Form 10-K of Myers Industries, Inc.;

     2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

     3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

     4. The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the company and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the company’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and

     5. The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 16, 2006 /s/ Gregory J. Stodnick   Gregory J Stodnick, Vice President-Finance
and Chief Financial Officer

EX-32

Exhibit 32
CERTIFICATION
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     In connection with the Annual Report of Myers Industries, Inc. (the Company) on Form 10-K for the period ended December 31, 2005, as filed with the Securities and Exchange Commission on the date hereof (the Report), I, John C. Orr, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and to my knowledge:

(1) The Annual Report on Form 10-K of the Company for the period ended December 31, 2005 which this certification accompanies fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ John C. Orr

John C. Orr, President and
Chief Executive Officer

Dated: March 16, 2006

Exhibit 32
CERTIFICATION
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     In connection with the Annual Report of Myers Industries, Inc. (the Company) on Form 10-K for the period ended December 31, 2005, as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Gregory J. Stodnick, Vice President-Finance and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and to my knowledge:

(1) The Annual Report on Form 10-K of the Company for the period ended December 31, 2005 which this certification accompanies fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Gregory J. Stodnick Gregory J. Stodnick, Vice President-Finance and Chief Financial Officer

Dated: March 16, 2006

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.