8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 8, 2010

Spartech Corporation

(Exact Name of Registrant as Specified in Its Charter)

Delaware	1-5911	43-0761773
(State or Other	(Commission	(I.R.S. Employer
Jurisdiction of	File Number)	Identification Number)
Incorporation)

120 S. Central Avenue, Suite 1700, Clayton, Missouri	63105
(Address of Principal Executive Offices)	(Zip Code)

314-721-4242

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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

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

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

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

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

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

          (b), (c) and (e)

          Resignation of Mr. Odaniell. On September 8, 2010, Myles S. Odaniell resigned as President and Chief Executive Officer of Spartech Corporation (the “Company”) and from its Board of Directors (the “Board”). His resignation does not relate to any disagreements with the Company or the Board regarding the Company’s operations, policies or practices. Mr. Odaniell’s resignation will be treated as a termination without “Cause” as defined in his Severance and Noncompetition Agreement and as discussed below. The size of the Board was reduced from nine to eight members upon Mr. Odaniell’s resignation from the Board.

          Appointment of Ms. Holt. On the same date, the Board appointed Victoria M. Holt, age 52, to serve as the Company’s President and Chief Executive Officer. Ms. Holt has served on the Company’s Board since 2005. She will continue to serve in such capacity but will no longer serve on any Committees of the Board. Prior to her appointment as the Company’s President and CEO, Ms. Holt served as Senior Vice President, Glass and Fiber Glass, for PPG Industries, Inc., a global manufacturer of coatings, chemicals and glass products. Prior to joining PPG in January 2003, she was Vice President of Performance Films for Solutia Inc. Ms. Holt began her career at Solutia’s predecessor, Monsanto Company, where she held various sales, marketing, and global general management positions.

          As President and Chief Executive Officer, Ms. Holt will not receive any compensation for her service as a director. Previously, she was compensated on the same basis as other non-employee directors, as described under “Compensation of Directors” in the Company’s proxy statement filed on January 19, 2010 for its 2010 Annual Meeting of Stockholders, which is incorporated herein by reference.

          Ms. Holt’s Employment Arrangements. Pursuant to the terms of an employment letter (the “Holt Employment Terms”), as the Company’s President and Chief Executive Officer, Ms. Holt will receive a base salary of $650,000 per year. She is eligible to participate in the Company’s annual bonus program with a target bonus of 100% of base salary, which will be paid out based on achievement of certain financial metrics and any individual objectives established by the Compensation Committee of the Board. Ms. Holt will receive a starting bonus of $250,000, which is subject to repayment if she voluntarily leaves the Company within twelve (12) months of starting her employment.

          Ms. Holt will receive the following grants of equity on September 13, 2010:

• An initial equity grant valued at $1,000,000 and comprised of the following: (i) $500,000 in restricted stock (priced at the New York Stock Exchange (“NYSE”) closing price on the grant date) and (ii) $500,000 in stock settled appreciation rights (“SSARs”), priced at Black-Scholes value, in both cases with four (4) years vesting; and

• A long-term incentive equity grant valued at $1,300,000 and comprised of the following: (i) 33.3% in SSARs (priced at Black-Scholes value), with four (4) year vesting; (ii) 33.3% in restricted stock (priced at NYSE closing price on the grant date), with four (4) year vesting;

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and (iii) 33.3% in performance shares with a three (3) year performance period, to be granted as part of a new performance share program for executive officers with terms to be determined; provided that if no such plan is implemented by January 31, 2011, then the value of this grant will be issued as of such date, divided equally between SSARs and restricted stock with the same final vesting date as the original grants.

          Ms. Holt is also entitled to certain deferred compensation as well as customary health, insurance and other benefits as described in the Holt Employment Terms.

          Upon termination of her employment with the Company, Ms. Holt would be entitled to severance in accordance with that certain Severance and Noncompetition Agreement between the Company and Ms. Holt dated as of September 8, 2010 (the “Holt Severance Agreement”). The Holt Severance Agreement generally provides that:

• (x) if Ms. Holt’s employment is terminated by the Company for any reason other than for “Cause” (as defined therein), (y) if her employment is terminated by the Company for any reason other than for Cause within 24 months following a “Change in Control” (as defined therein), or (z) if Ms. Holt terminates her employment with the Company for “Good Reason” (as defined therein),

• then Ms. Holt will be entitled to receive as severance (i) 24 months’ base salary at the highest rate paid to Ms. Holt prior to her termination, plus (ii) two times the average annual bonus awarded to Ms. Holt for the three fiscal years ended prior to Ms. Holt’s termination (or for the employment period, if less than three years, or based on the target bonus if during the first fiscal year and prior to award of an annual bonus).

          The Holt Severance Agreement provides for confidentiality obligations during and following her employment and includes noncompetition and nonsolicitation provisions that are effective during, and for one year following, her employment.

          The foregoing summaries of the Holt Employment Terms and Holt Severance Agreement do not purport to be complete. The Holt Employment Terms are qualified in their entirety by reference to the Holt Employment Terms filed herewith as Exhibit 10.1 and the Holt Severance Agreement is qualified in its entirety by reference to the Holt Severance Agreement filed herewith as Exhibit 10.2, both of which are incorporated herein by reference.

          Mr. Odaniell’s Severance Arrangements. Under Mr. Odaniell’s existing Severance and Noncompetition Agreement with the Company, in the event of termination without “Cause,” Mr. Odaniell will receive payments over 24 months equal in total to the sum of (i) 24 months’ base salary, at the highest rate paid in the preceding three years (which rate is $650,000 per year), plus (ii) two times his average annual bonus awarded in the preceding three fiscal years (which average is $349,125). He will also receive certain deferred compensation and 24 months of health insurance benefits. His severance agreement provides for continuing confidentiality obligations and includes noncompetition and nonsolicitation provisions that are effective for one year following his resignation.

Item 7.01 Regulation FD Disclosure.

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          On September 8, 2010, the Company issued a press release announcing the resignation of Mr. Odaniell and the appointment of Ms. Holt, as President and Chief Executive Officer. A copy of press release is attached hereto as Exhibit 99.1.

          The information contained in this Item 7.01 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

See Exhibit Index

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SIGNATURES

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

SPARTECH CORPORATION
By:	/s/ Randy C. Martin
	Name:	Randy C. Martin
	Title:	Executive Vice President Corporate Development and Chief Financial Officer

Dated: September 10, 2010

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EXHIBIT INDEX

Exhibit No.	Description
10.1	Employment Letter between Spartech Corporation and Victoria M. Holt
10.2	Severance and Noncompetition Agreement dated September 8, 2010 by and between Spartech Corporation and Victoria M. Holt
99.1	Press Release dated September 8, 2010
99.2	Information under the caption “Compensation of Directors” in the Company’s Proxy Statement dated February 3, 2010 (incorporated by reference to the Company’s Proxy Statement on Schedule 14A filed with the SEC on January 19, 2010 (File No. 001-05911)

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EX-10.1

Exhibit 10.1

September 2, 2010

Victoria M. Holt
303 Wynfield Court
Wexford, PA 15090

Dear Vicki:

On behalf of the Compensation Committee of Spartech Corporation I am delighted to provide the following terms subject to your being elected to the position of Chief Executive Officer of Spartech Corporation by its Board of Directors.

Position:	Chief Executive Officer
Base Salary:	$650,000
Target Bonus:	100% of base at target, which will be paid out based on achievement of financial metrics based on the 2011 operating plan and any personal objectives determined by the Compensation Committee
Target Total Cash:	$1,300,000
Initial Equity Grant:	$1,000,000 to be granted in the following form:
	$500,000 Restricted Stock; 4 year vesting; granted 3 full business days after employment start date; priced at NYSE closing price on grant date
	$500,000 Stock Settled Appreciation Rights (SSARs); 4 year vesting; priced at Black-Scholes value; granted at the close of business 3 full business days after employment
Initial Cash Payment:	$250,000 additional cash paid within one month of start date. This amount will be repaid if Ms. Holt voluntarily leaves the company within 12 months of joining.

120 S. Central • Suite 1700 • Clayton, Missouri 63105-1705 • (314) 721-4242 • (314) 721-1543 FAX

Long Term Incentive Grant:	$1,300,000 to be granted in the following form:
	33.3% Stock Settled Appreciation Rights (SSARs); 4 year vesting; priced at Black-Scholes value; granted at the close of business 3 full business days after employment
	33.3% Restricted Stock; 4 year vesting; priced at NYSE closing price 3 full business days after employment
	33.3% Performance Shares; 3 year performance period; to be granted as part of a new performance share program for senior managers with terms to be determined; if no plan has been implemented as of January 31, 2011 the value of this grant will be issued as of that date divided equally between SSARs and Restricted Stock with the same final vesting date as the original grants
	It is expected that Ms. Holt will embrace the executive stock ownership guidelines.
Deferred Compensation:	$30,000
Benefits:	Health and dental insurance; company-paid life insurance of $500,000; company-paid short term disability; 401(k)
Vacation:	Four weeks of vacation
Relocation Expenses:	The Company will pay:
	•   Out-of-pocket expenses for the physical moving of Ms. Holt’s household and a real estate commission (up to 6%) on the sale of her existing home
	•   Temporary housing for Ms. Holt in St. Louis for up to 9 months
	•   Round trip flights for Ms. Holt’s husband and children between Pittsburgh and St. Louis to assist with house hunting and relocation
	•   $100,000 for other expenses
	•   None of the above will be grossed up for taxes
	It is expected that Ms. Holt will immediately create a residence in St. Louis to provide leadership during the work week with family relocation

120 S. Central • Suite 1700 • Clayton, Missouri 63105-1705 • (314) 721-4242 • (314) 721-1543 FAX

	to follow as soon as practical, however not later than 9 months from Ms. Holt’s start date
Severance:	Termination without cause will result in:
	•   Salary continuation for 24 months
	•   Payment of 2 times the average annual bonus awarded for 3 fiscal years ended prior to termination
Change in Control:	Termination within 24 months of a change in control will result in:
	•   Salary continuation for 24 months
	•   Payment of 2 times the average annual bonus awarded for 3 fiscal years ended prior to termination
	•   Forward vesting of all SSARs, restricted stock and performance shares
Other:	Prior to employment, it is required that all new employees be scheduled for a physical examination and drug screening. This offer of employment is contingent on the results of the evaluations.
Acceptance and Start Date:	Start date as soon as possible but no later than October 1

Vicki, the entire board is looking forward to working with you in your new role with Spartech.

Sincerely,	Agreed and Accepted:
/s/ Pamela F. Lenehan	/s/ Victoria M. Holt
Pamela F. Lenehan	Victoria M. Holt
Chair, Compensation Committee

Cc:   Ralph B. Andy
Chairman of the Board

120 S. Central • Suite 1700 • Clayton, Missouri 63105-1705 • (314) 721-4242 • (314) 721-1543 FAX

EX-10.2

Exhibit 10.2

SEVERANCE AND NONCOMPETITION AGREEMENT

     THIS SEVERANCE AND NONCOMPETITION AGREEMENT (this “Agreement”) is made by and between Spartech Corporation, a Delaware corporation (together with its subsidiaries, the “Company”) and Victoria M. Holt (“Employee”) effective as of the 8th day of September, 2010.

     In consideration of the terms and conditions hereof, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and Employee agree as follows:

     1. Severance.

     (a) If Employee’s employment with the Company is terminated by the Company for any reason other than for Cause, or if Employee’s employment with the Company is terminated by the Company for any reason other than for Cause within 24 months following a Change in Control, or if Employee terminates her employment with the Company for Good Reason, Employee shall be entitled to receive as a severance payment to be paid in equal installments over the twenty-four months following Employee’s termination, and in accordance with the Company’s normal payroll practices, an aggregate amount equal to: (i) twenty-four months’ base salary at the highest rate paid to Employee during the three years prior to Employee’s termination, plus (ii) two times the average annual bonus awarded to Employee for the three fiscal years ended prior to Employee’s termination (or for the period of Employee’s employment by the Company if less than three years); provided, however, in the event the termination occurs during the first fiscal year of Employee’s employment and prior to the award of an annual bonus, the calculation of the bonus portion of the severance payment under this subsection 1(a)(ii) shall be based on Employee’s target bonus for the fiscal year in which termination occurs. In addition to the foregoing severance payment, Employee shall be entitled to receive during the twenty-four months following Employee’s termination continuing health insurance benefits at least equal to the benefits received by Employee at the time of termination.

     (b) As used herein:

     “Cause” means, in each case in the reasonable discretion of the Company’s board of directors (the “Board”): (i) Employee being charged with commission of a crime that constitutes a felony (provided that if following Employee’s termination the charges are dropped or Employee is acquitted then Employee shall be entitled to the severance payment); (ii) acts of Employee which constitute willful fraud or dishonesty on the part of Employee in connection with her duties; (iii) Employee willfully engaging in conduct materially injurious to the Company or gross misconduct, including but not limited to the willful or grossly negligent failure or refusal of Employee to comply with the lawful instruction of the Board, after a written demand for compliance is delivered to Employee by the Board which specifically identifies the manner in which the Board believes that Employee has violated this provision; (iv) Employee’s failure, whether or not intentional, to fully comply with: (a) the Company’s Code of Business Conduct and Ethics for Directors, Officers and Employees, (b) the Company’s Code of Ethics for Chief Executive Officer and Senior Financial Officers; or (c) the Company’s Statement of Policy Regarding Securities Trades by Company Personnel; or (v) Employee’s failure to fully cooperate in good faith with any internal, governmental or regulatory investigation involving or in any way related to the Company or its operations. Any act or failure to act based upon authority given pursuant to a resolution duly adopted by the Board or based on the advice of a senior officer or counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by Employee in good faith and in the best interests of the Company.

     “Change in Control” means the successful consummation of a transaction resulting in a change in the ownership or effective control of the Company or ownership of a substantial portion of the assets of the

Company within the meaning of Section 409A(a)(2)(C)(v) of the Internal Revenue Code of 1986, as amended, or any successor statute (“Code”).

     “Good Reason” means any of the following: (i) one or more reductions of Employee’s base salary amounting to 10% or more from Employee’s highest previous base salary, provided that any reduction which is generally consistent with across-the-board reductions in pay of the Company as a whole shall not be counted for this purpose unless a Change in Control has occurred; (ii) the Company’s requiring Employee to be based at any office or location greater than 50 miles from the principal executive offices of the Company; (iii) after a Change in Control, a relocation of the principal offices of the Company more than 50 miles from its present location; or (iv) one or more other actions by the Company which collectively amount to a constructive discharge of Employee.

     (c) If Employee is a “specified employee” (within the meaning of Code Section 409A(a)(2)(B)(i)) of the Company at the time of her termination of employment with the Company and if the separation payments under Section (a) are on account of her “involuntary separation of service” (as defined in Treasury Regulation Section 1.409A-1(n), or a successor regulation), Employee shall receive payments during the six (6) month period immediately following the date of such termination as otherwise provided under Section (a) for such six month period except that the total amount of such payments shall not exceed the lesser of the amount specified under (i) Treasury Regulation Section 1.409A-1(9)(iii)(A)(1) or (ii) Treasury Regulation Section 1.409A-1(9)(iii)(A)(2) or successor regulations. To the extent the amounts otherwise payable during such six (6) month period under Section (a) exceed the amounts payable under the immediately preceding sentence, such excess amounts, together with interest on such amounts from the date of Employee’s termination of employment with the Company to the date of payment, shall be paid in a single sum on the first regular payroll date of the Company immediately following the six (6) month anniversary of the date of such termination. If the Company reasonably determines that such termination is not an involuntary separation from service, amounts otherwise payable during such six (6) month period immediately following the date of Employee’s termination under Section (a), together with interest on such amounts from the date of Employee’s termination of employment with the Company to the date of payment, shall be paid in a single sum on the first payroll date of the Company immediately following the six (6) month anniversary of such termination. For purposes of this Section (c), “interest” means the prime rate, as announced from time to time by the Company’s primary commercial bank during the six month period described above, plus two percentage points, compounded annually.

     2. Nondisclosure. During the period of Employee’s employment with the Company, and after the termination thereof for any reason, Employee agrees to use her best efforts to maintain and protect the secrecy of the Confidential Information and not to directly or indirectly undertake or attempt to undertake: (i) any disclosure of any Confidential Information to any other person or entity; (ii) to use any Confidential Information for Employee’s own purposes; (iii) to make any copies or reproductions of any Confidential Information; (iv) to authorize or permit any other person or entity to use, copy, disclose, publish or distribute any Confidential Information; or (v) any activity the Company is prohibited from undertaking or attempting to undertake by any of its present or future clients, customers, suppliers, vendors, consultants, agents or contractors. As used herein, “Confidential Information” means any knowledge, information or property relating to, or used or possessed by, the Company, and includes, without limitation, the following: trade secrets; manufacturing or production know-how, methods and processes, patents, copyrights, software (including, without limitation, all programs, specifications, applications, routines, subroutines, techniques and ideas for formulas); concepts, data, drawings, designs and documents; names of clients, customers, employees, agents, contractors, and suppliers; marketing information; financial information and other business records; and all copies of any of the foregoing, including notes, extracts, memoranda prepared or directed to be prepared by Employee based on any Confidential Information. Employee agrees that all information possessed by Employee, or disclosed to Employee, or to which Employee obtains access during the course of Employee’s employment with the

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Company shall be presumed to be Confidential Information under the terms of this Agreement. Confidential Information shall not include any information which is publicly available or which is generally known to persons employed in the plastics processing business. Upon termination of Employee’s employment with the Company for any reason, Employee agrees not to retain or remove from the Company’s premises any Confidential Information whatsoever, and to surrender the same to the Company, wherever it is located, immediately upon termination of Employee’s employment.

     3. Noncompetition/Nonsolicitation. Employee agrees that, during the term of Employee’s employment with the Company and for a period of one (1) year after the termination of Employee’s employment with the Company (whether such termination is with or without Cause or Good Reason or results from Employee’s resignation) Employee shall not, directly or indirectly, in any market in which the Company then is engaged in business activities (the “Geographic Area”): (i) engage in, consult with, be employed by or be connected with any business or activity which directly or indirectly competes with the Company’s business (a “Competing Business”), (ii) canvass, solicit or accept any business from any of the Company’s current or former clients, (iii) own any interest in any Competing Business (provided, however, Employee may own up to 1% of the outstanding equity interests of any publicly traded Competing Business); (iv) assist others to open or operate any Competing Business; (v) solicit, recommend or induce any employee of the Company to terminate her employment with the Company; or (vi) solicit, recommend or induce any customers, suppliers or any other person or entity which has a business relationship with the Company to discontinue, reduce or modify such relationship.. Employee agrees and acknowledges that the Geographic Area is reasonable in scope and that the one (1) year period is reasonable in length. Employee has agreed to the foregoing noncompetition agreement because: (a) Employee recognizes that the Company has a legitimate interest in protecting the confidentiality of its business secrets (including the Confidential Information), (b) Employee agrees that such noncompetition agreement is not oppressive to Employee nor injurious to the public, and (c) the Company has provided specialized and valuable training and information to Employee.

     4. Injunction. Because the award of monetary damages would be an inadequate remedy, in the event of a breach or threatened breach by Employee of any of the provisions of this Agreement, the Company shall be entitled to an injunction restraining Employee from undertaking any such breach or threatened breach. Nothing herein shall be construed as prohibiting the Company from pursuing any other remedies for such breach or threatened breach, including the recovery of damages from Employee.

     5. Amendment. No amendment, whether express or implied, to this Agreement shall be effective unless it is in writing and signed by both parties hereto.

     6. Waiver. No consent or waiver, express or implied, by the Company to or of any breach or default by Employee in the performance of her agreements hereunder shall operate as a consent to or waiver of any other breach or default in the performance of the same or any other obligations of Employee hereunder. The Company’s failure to complain of any such breach or default shall not constitute a waiver by the Company of its rights hereunder, irrespective of how long such failure continues.

     7. Governing Law; Venue. This Agreement shall be governed by, and construed under, the laws of the State of Delaware. Each of the parties submits to the jurisdiction of the state court sitting in St. Louis County, Missouri or federal court sitting in St. Louis, Missouri, in any action or proceeding arising out of or relating to this Agreement and agrees that all such claims may be heard and determined in any such court.

     8. Severability. The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision. In addition, should any time or area restriction contained herein be found by a court to be unreasonable, such restriction shall nevertheless remain as to the time or area such court finds reasonable, and as so amended, shall be enforced.

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     9. Miscellaneous. This Agreement shall apply to all periods when Employee is employed by the Company. This Agreement is binding upon and shall inure to the benefit of the parties’ heirs, representatives, affiliates, successors or assigns. The use of any gender shall include all other genders.

SPARTECH CORPORATION			EMPLOYEE
By:	/s/ Pamela F. Lenehan		By:	/s/ Victoria M. Holt
	Name:	Pamela F. Lenehan		Victoria M. Holt
	Title:	Chair, Compensation Committee

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EX-99.1

Exhibit 99.1

Company Contact:
Randy C. Martin
Executive VP and Chief Financial Officer
(314) 721-4242

For Immediate Release Wednesday, September 8, 2010

SPARTECH CORPORATION NAMES VICTORIA M. HOLT PRESIDENT & CHIEF
EXECUTIVE OFFICER, TO SUCCEED MYLES ODANIELL

St. Louis, Missouri, September 8, 2010 — Spartech Corporation (NYSE:SEH), a leading producer of plastic sheet, compounds, and packaging products, today announced that Victoria M. Holt has been appointed President and Chief Executive effective September 8, 2010. Holt, a former Senior Vice President at PPG Industries and a member of Spartech’s Board of Directors, will succeed Myles Odaniell.

“Our company initiated a restructuring program in order to position Spartech to be increasingly responsive to the changing economic environment and our customers,” said Ralph B. Andy, the company’s Chairman. “Vicki Holt’s appointment is an important step in completing the restructuring. We believe her experience in executing strategic change in customer focused manufacturing businesses and her proven commitment to operational excellence will generate the greatest benefits for our customers, employees and shareholders.”

Andy called Odaniell a “change agent” who, during his nearly three-year tenure as chief executive officer, responded swiftly to the economic recession, recruited new personnel and strengthened Spartech’s balance sheet. In doing so, “Myles built a stable platform for growth and a strong management team,” Andy said.

Holt, 52, a member of the Spartech Board of Directors since April 2005, brings more than 30 years of experience with world class companies to her new role. As Senior Vice President of PPGs Glass and Fiber Glass, she was responsible for $2 billion of global sales of glass and fiber glass products into a broad set of end use markets including commercial and residential construction, renewable energy, automotive, energy infrastructure, appliance and consumer products. Prior to joining PPG, she worked for Solutia as Vice President Performance Films and numerous positions at Monsanto Company culminating as Vice President Acrilan.

Holt earned a chemistry degree from Duke University and received a Masters of Business Administration from Pace University. On the Spartech Board of Directors, Holt served as the Chairman of the Sustainability Committee and a member of both the Compensation and Governance Committees. She is also member of the Board of Trustees at the Phipps Conservatory and Botanical Gardens.

“The Spartech Board knows Vicki very well and she knows Spartech. She has the leadership experience, skills and passion to lead Spartech in achieving our strategic goals.,” Andy said. “WithVicki’s leadership, our management team will execute operationally to deliver the highest quality products and premier service to our customers.”

“Spartech has a strong financial foundation and I am honored to join the outstanding Spartech management team. In my role as a Spartech Director, I have gained familiarity with the management group and the organization,” added Holt. “Spartech has strong, diverse end market positions, a broad product portfolio, market-leading product development, a solid balance sheet and opportunities for growth to significantly expand its customer base and drive further value to our shareholders.”

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SPARTECH CORPORATION
HOLT ANNOUNCEMENT

* * * * * * * *

Spartech Corporation is a leading producer of plastic products including polymeric compounds, concentrates, custom extruded sheet and rollstock products and packaging technologies for a wide spectrum of customers. The Company’s three business segments, which operate facilities in the United States, Mexico, Canada, and France, annually process approximately one billion pounds of plastic resins, specialty plastic alloys, and color and specialty compounds.

Safe Harbor For Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. “Forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 relate to future events and expectations include statements containing such words as “anticipates,” “believes,” “estimates,” “expects,” “would,” “should,” “will,” “will likely result,” “forecast,” “outlook,” “projects,” and similar expressions. Forward-looking statements are based on management’s current expectations and include known and unknown risks, uncertainties and other factors, many of which management is unable to predict or control, that may cause actual results, performance or achievements to differ materially from those expressed or implied in the forward-looking statements. Important factors which could cause actual results to differ from our forward-looking statements:

(a)	adverse changes in economic or industry conditions, including global supply and demand conditions and prices for products of the types we produce;
(b)	our ability to compete effectively on product performance, quality, price, availability, product development, and customer service;
(c)	adverse changes in the markets we serve, including the packaging, transportation, building and construction, recreation and leisure, and other markets, some of which tend to be cyclical;
(d)	volatility of prices and availability of supply of energy and of the raw materials that are critical to the manufacture of our products, particularly plastic resins derived from oil and natural gas, including future effects of natural disasters;
(e)	our inability to manage or pass through to customers an adequate level of increases in the costs of materials, freight, utilities, or other conversion costs;
(f)	our inability to achieve and sustain the level of cost savings, productivity improvements, gross margin enhancements, growth or other benefits anticipated from our improvement initiatives;
(g)	loss of business with a limited number of customers that represent a significant percentage of the Company’s revenues;
(h)	our inability to predict accurately the costs to be incurred, time taken to complete, operating disruptions therefrom, potential loss of business or savings to be achieved in connection with announced production plant restructurings; and
(i)	our inability to develop and launch new products successfully.

We assume no responsibility to update our forward-looking statements.

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