Spartech Corporation 2004 Equity Compensation Plan

Exhibit 4.1

Spartech Corporation
2004 Equity Compensation Plan

Article I
P urpose And Definitions

      1.1 Purpose . This Spartech Corporation 2004 Equity Compensation Plan (the “ Plan ”) has been established by Spartech Corporation (the “ Company ”) to promote the long-term financial interest of the Company and its shareholders by (i) enhancing the Company’s ability to attract and retain persons eligible to participate in the Plan, through incentive compensation opportunities that are competitive with those of other similar companies, and (ii) providing an incentive for the participants in the Plan to identify their interests with those of the Company’s other shareholders, through compensation based on the value of the Company’s Common Stock.

      1.2 Definitions .

     “ Award ” means a right granted to an Eligible Person to receive Options/Stock-Settled Stock Appreciation Rights, Restricted Stock or Restricted Stock Units pursuant to the Plan.

     “ Board ” means the Board of Directors of the Company.

     “ Committee ” means (i) the Governance Committee of the Board with respect to Awards to members of the Board in their capacity as directors of the Company, or (ii) the Compensation Committee of the Board with respect to all other Awards.

     “ Common Stock ” means the authorized common stock of the Company, subject to any adjustments under Section 2.3.

     “ Company ” has the meaning stated in Section 1.1.

     “ Eligible Person ” means:

     “ Incentive Stock Option ” means an Option/Stock-Settled Stock Appreciation Right which is intended to satisfy the requirements applicable to an “incentive stock option” described in Section 422(b) of the Internal Revenue Code.

     “ Option/Stock-Settled Stock Appreciation Right ” means a right whose value is based on the appreciation in value of a specified number of shares of Common Stock over a specified exercise or base price, such as a right to purchase such shares at the exercise price or a right to receive a net number of shares equal in value to the amount of such appreciation over such exercise or base price.

     “ Participant ” means an Eligible Person who has received an Award under the Plan.

     “ Performance Units ” means Restricted Stock Units wherein the number of shares to be received is based on whether and to what extent the Company’s performance has achieved certain performance goals stated in the Award.

     “ Plan ” has the meaning stated in Section 1.1.

     “ Restricted Stock ” means shares of Common Stock issued subject to certain terms and conditions stated in the Award.

     “ Restricted Stock Units ” means a right to receive a specified number of shares of Common Stock in the future subject to certain terms and conditions stated in the Award.

     “ Subsidiary ” means a corporation, limited liability company, partnership, joint venture or other business entity of which at least a 50% voting or profits interest is owned, directly or indirectly, by the Company, and any other business venture designated by the Committee in which the Company has a significant interest as determined in the discretion of the Committee.

Article II
Granting of Awards

      2.1 Participation . Subject to the other terms and conditions of the Plan, the Committee shall determine and designate, from time to time in its sole discretion, from among the Eligible Persons, those persons who will be granted one or more Awards under the Plan and who will thereby become Participants in the Plan. The Committee shall also approve the names of all persons to whom Awards are proposed to be made, and shall determine, within the limits set forth in the Plan, the type of Award, the maximum number of shares to be issued pursuant to the Award, the exercise price (if any) to be paid by the Participant, the vesting schedule (if any), and the other terms and conditions of any Award to be granted hereunder. The Committee may receive the recommendations of the officers and managers of the Company with respect thereto.

      2.2 Shares Available for Awards . As of the date hereof, there are 667,158 shares still available under the Plan from the original authorization. As of this Amendment there will be an additional 2,500,000 shares. Award shares may be issued either from authorized but unissued shares or from shares reacquired by the Company, whether purchased in the open market or in private transactions. Shares subject to issuance under Awards which expire or are cancelled without delivery of shares shall again become available for Awards under the Plan; but shares subject to issuance under Awards which are settled in cash, and shares which are withheld to pay the exercise price or tax withholding with respect to an Award, shall not be available for new Awards.

      2.3 Adjustments to Shares . Upon any stock split, reverse stock split or stock dividend in excess of 5%, or any other recapitalization, combination or exchange affecting the Common Stock generally, the number and kind of shares of Common Stock available for issuance under the Plan shall be appropriately and automatically adjusted. The Committee may in its discretion provide for similar adjustments of outstanding Awards upon any of such events or in the event of any other combination or exchange of shares, spin-off, split-up, merger or consolidation or similar event affecting the Common Stock generally, in order to preserve the benefits or potential benefits of the Awards.

      2.4 Limitation on Individual Grants . No Participant may receive Awards under the Plan during any fiscal year of the Company for more than 2% of the shares of Common Stock outstanding (i.e. excluding treasury shares) as of the end of the Company’s previous fiscal year.

      2.5 Limited Delegation of Authority . Notwithstanding Section 2.1 or any other provision of the Plan, the Board may, from time to time by express resolution,