AMENDMENT TO THE
MYERS INDUSTRIES, INC.
EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN
Amendment to the
Myers Industries, Inc. Executive Supplemental Retirement Plan (the
“Plan”), is entered into as of the 19th day of June,
2009, by and between Myers Industries, Inc. (the
“Employer”) and David B. Knowles (the
“Executive”).
WHEREAS, the
Employer established the Plan, effective January 1,
1997;
WHEREAS, the
Executive is a Participant 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 in order to comply with Internal Revenue Code
(“Code”) Section 409A and to effect certain other
changes as contemplated by the terms of the Employment Agreement
between Myers Industries, Inc. and the Executive dated
June 19, 2009; and
WHEREAS, this
Amendment shall apply only to the Executive and not to any other
Participants.
NOW, THEREFORE,
the Plan is hereby amended effective June 19, 2009 as to the
Executive as follows:
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1.
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Section 2.4 of the Plan shall
be amended in its entirety to read as follows:
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“Section 2.4 The term
“Benefit Amount” shall mean $75,000.”
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2.
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Section 2.20 of the Plan shall
be amended in its entirety to read as follows:
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“Section 2.20 The term
“Retirement Date” shall mean the first day of the month
coinciding with or immediately following the month in which the
Participant terminates employment.”
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3.
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Article II of the Plan shall be
amended by the addition of the following new Section 2.23 at
the end thereof:
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“Section 2.23 The term
“Specified Employee” shall mean a Participant
who:
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(a)
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owns more than five percent (5%) of
the stock of the Employer or any member of the Employer’s
controlled group;
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(b)
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owns more than one percent (1%) of
the stock of the Employer and has compensation from the employer in
excess of $150,000 per year; or
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(c)
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is
an officer of the Employer with compensation in excess of $145,000
per year.”
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4.
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Section 4.4 of the Plan shall
be amended by replacing the paragraph following the table with the
following:
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“Subject to Section 5.2,
such Supplemental Vested Pension shall be paid monthly, commencing
on the later of the Participant’s Retirement Date or
attainment of age fifty-five (55), and continuing on the same day
of each month the
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