AMENDED RESTRICTED STOCK OPTION AGREEMENT
THIS AMENDED RESTRICTED STOCK OPTION AGREEMENT is made as of this 18th
day of February, 1997, by and between SPARTECH CORPORATION, a Delaware
Corporation ("SPARTECH") and Xxxxxxxx X. Xxxxxx (the "Optionee").
WHEREAS, SPARTECH and Optionee desire to settle litigation relating to
adjustments on all options previously issued to Optionee, in accordance with
the terms of a settlement entered into on February 11, 1997; and
WHEREAS, SPARTECH desires to restate and replace Optionee's option
agreements in accordance with the terms of such settlement;
NOW, THEREFORE, in consideration of the premises and mutual covenants
hereinafter set forth, the rights of Optionee under his prior options being
settled hereby, and for other good and valuable consideration, the parties
hereto agree as follows:
1. GRANT OF OPTION. SPARTECH hereby grants to the Optionee the right
and option (hereafter called the "Option"), to purchase all or any part of an
aggregate of 1,360,000 shares of SPARTECH common stock, par value $.75 per
share, on the terms and conditions set forth herein. This Option is in
substitution for and in place of Optionee's original options heretofore
exercised in part and his remaining unexercised Options deemed cancelled
hereby.
2. EXERCISE PRICE AND EXPIRATION. The exercise price and the expiration
dates as to the shares underlying this Option shall be as follows:
Number of Exercise Expiration
Shares Price Date
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900,000 $9.00 per share November 1, 2004
60,000 $3.81 per share December 31, 1997
200,000 $4.00 per share July 24, 1999
200,000 $3.875 per share July 1, 2000
3. DURATION. The Option granted hereby shall become exercisable upon
issuance of this Agreement and shall remain exercisable at the stated prices
through the respective expiration dates set forth above. To facilitate partial
transfer, exercise or sale, this Option may be subdivided into options in
smaller denominations upon Optionee's request in writing from time to time.
4. NO RESTRICTIONS; REGISTRATION. All options or underlying shares
detailed above are free of any restrictions on transfer, exercise or sale,
except for any restrictions under applicable securities laws. The options and
underlying shares are further free of any right to repurchase by SPARTECH as
heretofore contained in its Restricted Stock Options. All underlying shares as
to these options have been duly registered previously under applicable
securities laws and such shares are freely saleable or transferable. SPARTECH
hereby undertakes to register all options hereunder as well by March 15, 1997,
so that all such options are also freely saleable or transferable, in whole or
in part, as options, under applicable securities laws.
5. MANNER OF EXERCISE OF OPTION. This Option may be exercised, subject
to the terms and conditions contained herein, by delivery to the President, or
Controller of SPARTECH, at its principal office, of a written notice signed by
the Optionee specifying the number and expiration date of option shares which
the Optionee wishes to purchase pursuant to this Option, and (i) accompanied by
a certified check or cash in the amount of the aggregate option exercise price
for such number of shares, or alternatively, (ii) by delivery of shares of
SPARTECH common stock already owned by the Optionee having a fair market value
equal to the exercise price, less any amounts owing thereon to SPARTECH, or
(iii) by the delivery of a combination of such shares and cash.
For the purposes of this paragraph, the "fair market value" of any shares
of SPARTECH common stock tendered by Optionee in exercise or partial exercise
of this Option, shall mean the closing price of the shares of SPARTECH common
stock on the New York Stock Exchange (or such other exchange as its common
stock may then be traded) on the day of exercise of such Option, or if there
were no sales on such day, the latest price for such stock.
In no event shall stock be issued or certificates be delivered until full
payment shall have been received by SPARTECH as to such exercise or partial
exercise, nor shall Optionee have any right or status as a stockholder prior to
such exercise.
6. ADJUSTMENT ON RECAPITALIZATION, MERGER OR REORGANIZATION. If the
outstanding shares of the common stock of SPARTECH are subdivided,
consolidated, increased, decreased, changed into or exchanged for a different
number or kind of shares or securities of SPARTECH through reorganization,
merger, recapitalization, reclassification, capital adjustment or otherwise, or
if SPARTECH shall issue common stock as a dividend or upon a stock split, then
the number of shares subject to the unexercised portion of this Option shall be
appropriately adjusted by the Board of Directors. Any such adjustment on
outstanding Options shall be made without change in the total exercise price
applicable to the unexercised portion of this Option. If, in the event of a
merger or consolidation, SPARTECH is not the surviving corporation, and in the
event that the Agreement of Merger or Consolidation does not provide for the
substitution of a new Option for this Option, or for the assumption of this
Option by the surviving corporation, or in the event of the dissolution or
liquidation of SPARTECH, the Optionee shall have the right immediately prior to
the effective date of such merger, consolidation, dissolution or liquidation,
to exercise this Option in whole or in part; provided, however, that this
Option shall not be exercisable in whole or in part, later than the dates noted
in paragraph 2 above. Any adjustments made pursuant to this section shall be
made by the Board of Directors of SPARTECH, whose determination as to what
adjustment shall be made and the extent thereof, shall be final, binding and
conclusive. In computing any adjustment hereunder, any fractional share which
might otherwise become subject to an Option shall be eliminated.
7. GOVERNING PLAN. This Agreement shall, in all respects, be otherwise
subject to the terms and conditions of the Spartech Corporation Restricted
Stock Option Plans dated October 1, 1981 and November 1, 1991, as modified by
the changes in number of shares, exercise prices, expiration dates, elimination
of any rights to repurchase and any restrictions on transfer, and additional
rights set forth herein, all of which modifications shall henceforth be
controlling as to this Option.
SPARTECH CORPORATION
By: s/XXXXXXX X. XXXXXXXX
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Xxxxxxx X. Xxxxxxxx
President
OPTIONEE
s/XXXXXXXX X. XXXXXX
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