SEH Spartech Corp.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

SPARTECH CORPORATION
120 S. Central Avenue, Suite 1700
Clayton, Missouri 63105-1705

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MARCH 17, 2011

DEAR FELLOW SHAREHOLDER:

I cordially invite you to attend the 2011 Annual Meeting of Shareholders of Spartech Corporation to be held at 8:00 a.m. CST on Thursday, March 17, 2011, at the St. Louis Club, 7701 Forsyth Boulevard, Saint Louis, MO 63105.

At the Annual Meeting, shareholders will be asked to consider the following items of business:

1.

To elect eight directors to serve for one-year terms;

2.

To ratify the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the 2011 fiscal year;

3.

To hold an advisory vote on executive compensation;

4.

To hold an advisory vote to determine the frequency of future advisory votes on executive compensation;

5.

To approve the Company’s 2011 Executive Bonus Plan and, for purposes of Section 162(m) of the Internal Revenue Code, the material terms of the Plan, including the list of performance goals through which awards made under the Plan may be earned in order to qualify those awards as performance-based compensation;

6.

To transact such other business as may properly come before the meeting.

These items of business are described in detail in the accompanying Proxy Statement. Please read it carefully.

Every year, shareholders are given the opportunity to participate directly in the governance of Spartech Corporation through the proxy voting process. Whether or not you attend the Annual Meeting, it is important that your shares be represented and voted at the meeting. Therefore, I urge you to promptly submit your vote by proxy via the Internet, by phone, or by signing, dating, and returning the enclosed proxy card in the enclosed envelope. If you decide to attend the Annual Meeting, you will be able to vote in person, even if you have previously submitted your proxy.

On behalf of Spartech Corporation, its Board of Directors, and the senior leadership team, I would like to express our appreciation for your continued interest in Spartech Corporation.

Sincerely,

/s/ Victoria M. Holt

Victoria M. Holt
President and
Chief Executive Officer

February 7, 2011

SPARTECH CORPORATION
PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MARCH 17, 2011

To Our Shareholders:

Spartech Corporation (“Spartech” or the “Company”) is soliciting the enclosed proxy on behalf of its Board of Directors (the “Board”) for use at the Company’s 2011 Annual Meeting of Shareholders. This Proxy Statement (the “Proxy”) and form of proxy solicited hereby are being sent or delivered to shareholders of the Company beginning on or about February 7, 2011.

Any shareholder giving a proxy has the right to revoke it before the proxy is voted at our Annual Meeting by one of the following ways: (a) subsequently submitting a new proxy (including by Internet or telephone) that is received by the deadline specified on the accompanying proxy card; (b) giving written notice of your revocation to the Spartech Corporate Secretary; or (c) voting in person at the Annual Meeting. Execution or revocation of a proxy will not in any way affect the shareholder’s right to attend the Annual Meeting and vote in person.

The Board selected the persons named in the accompanying proxy, who have advised the Company that they intend to vote the shares represented by all properly executed and unrevoked proxies received by them both FOR the Board nominees for director, FOR proposals 2 and 3, FOR the approval of an annual advisory vote on executive compensation and FOR proposal 5 as set forth in the Notice of Annual Meeting of Shareholders, if no contrary instructions are given. Further, these named persons will vote on any other matter which may come before the Annual Meeting in accordance with their best judgment.

All expenses for the preparation and mailing of this Proxy Statement and form of proxy will be paid by the Company. In addition to solicitations by mail, a number of regular employees of the Company and Wells Fargo Shareowner Services, who serves as the Company’s transfer agent, may solicit proxies in person or by telephone, but will not be separately compensated for such solicitation services. The Company has arranged for the services of Georgeson Shareholder Communications Inc. (“Georgeson”) to assist in the solicitation of proxies, for which the Company has agreed to pay Georgeson a fee of approximately $15,000 plus reimbursement of out-of-pocket expenses. The Company will reimburse banks, brokerage firms and other custodians, nominees and fiduciaries for reasonable costs incurred by them in transmitting proxy materials to the beneficial owners of the Company’s common stock.

Sincerely,

/s/ Rosemary L. Klein

Rosemary L. Klein
Senior Vice President,
General Counsel and
Corporate Secretary

February 7, 2011

TABLE OF CONTENTS

		Page
Outstanding Shares and Voting Procedures			1
Proposal 1 - Election of Directors			2
Board of Directors			4
Board of Directors Meetings			5
Board of Directors Leadership Structure			5
Risk Oversight			6
Committees			6
Independence			8
Compensation Committee Interlocks and Insider Participation			8
Hedging Policy			8
Certain Business Relationships and Transactions			8
Code of Ethics			8
Compensation of Directors			8
Director Compensation Table			10
Communication With Directors			10
Executive Compensation			11
Compensation Discussion and Analysis			11
Compensation Committee Report			23
Compensation of Executive Officers			24
Grants of Plan-Based Awards For Fiscal 2010			26
Outstanding Equity Awards At October 30, 2010			27
Option Exercises and Restricted Stock Vested During Fiscal 2010			28
Nonqualified Deferred Compensation In Fiscal 2010			28
Potential Payments Upon Termination or Change In Control			29
Security Ownership			35
Section 16(a) Beneficial Ownership Reporting Compliance			36
Equity Compensation Plan Information			36
Proposal 2 - Ratification of Selection of Independent Registered Public Accounting Firm			37
Proposal 3 - Advisory Vote on Executive Compensation			39
Proposal 4 - Advisory Vote on Frequency of Advisory Vote on Executive Compensation			40
Proposal 5 - Approval of The Company’s 2011 Executive Bonus Plan and, For Purposes of Section 162(m) of The Internal Revenue Code, The Material Terms of The Plan, Including The List of Performance Goals Through Which Awards Made Under The Plan May Be Earned In Order To Qualify Those Awards As Performance-Based Compensation			41
Board of Director Nominations			43
Proposals of Shareholders			43
Electronic Access to Proxy Materials and Annual Report			44
Other Information			44
2011 Executive Bonus Plan			APPENDIX A

OUTSTANDING SHARES AND VOTING PROCEDURES

The Board has fixed the close of business on January 21, 2011 as the record date to determine who is entitled to receive notice of and to vote at the Annual Meeting. There were 30,884,606 shares of Common Stock, $0.75 par value per share, outstanding on the record date, each entitled to one vote. Only shareholders of record at the close of business on the record date are entitled to receive notice of and to vote at the Annual Meeting and any and all adjournments or postponements thereof.

A majority of the issued and outstanding shares of common stock entitled to vote must be represented at the Annual Meeting in person or by proxy to constitute a quorum for the transaction of business. Abstentions and broker non-votes will be counted for the purpose of determining the presence or absence of a quorum.

With respect to Proposal 1 , the election of directors, because this election of directors is not a contested election, each director will be elected by the vote of the majority of the votes cast when a quorum is present. A “majority of the votes cast” means that the number of votes cast “for” a director exceeds the number of votes cast “withhold” or “against” that director. “Votes cast” excludes abstentions and any broker non-votes. Accordingly, abstentions and broker non-votes will have no effect on the election of directors. Under Delaware law, if an incumbent director-nominee is not elected at the Annual Meeting, the director will continue to serve on the Board as a “holdover director.” As required by the Board of Directors’ Corporate Governance Guidelines, each director-nominee has submitted an irrevocable contingent letter of resignation that becomes effective if he or she is not elected by a majority of the votes cast by shareholders and the Board accepts the resignation. If a director-nominee is not elected by a majority of the votes cast, the Governance Committee will consider the director’s resignation and recommend to the Board whether to accept or reject the resignation. The Board will decide whether to accept or reject the resignation and publicly disclose its decision within 90 days after the date of the Annual Meeting.

With respect to Proposal 2 , to ratify the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm, requires the affirmative vote of a majority of the stock having voting power present in person or by proxy and entitled to vote at the Annual Meeting. Abstentions will therefore have the same effect as negative votes while broker non-votes will therefore have no effect for the purpose of determining whether the proposal has been approved.

With respect to Proposal 3 , to approve, on an advisory non-binding basis, the Company’s executive compensation, the affirmative vote of a majority of the stock having voting power present in person or by proxy and entitled to vote at the Annual Meeting is required for approval. Abstentions will therefore have the same effect as negative votes while broker non-votes will therefore have no effect for the purpose of determining whether the proposal has been approved.

With respect to Proposal 4 , to approve, on an advisory non-binding basis, the frequency of the advisory vote on executive compensation, the frequency of the advisory vote on executive compensation receiving the greatest number of votes (every one, two or three years) will be considered the frequency approved by shareholders. Abstentions and broker non-votes will therefore have no effect on such vote.

With respect to Proposal 5 , to approve the Company’s 2011 Executive Bonus Plan and, for purposes of Section 162(m) of the Internal Revenue Code, the material terms of the Plan, including the list of performance goals through which awards made under the Plan may be earned in order to qualify those awards as performance-based compensation, the affirmative vote of a majority of the stock having voting power present in person or by proxy and entitled to vote at the Annual Meeting is required for approval. Abstentions will therefore have the same effect as negative votes while broker non-votes will therefore have no effect for the purpose of determining whether the proposal has been approved.

PROPOSAL 1
ELECTION OF DIRECTORS

The Board currently consists of eight directors. Pursuant to our amended Bylaw’s, beginning with the 2009 Annual Meeting the Board was declassified over a period of three years. The amendment will be fully phased in as of the 2011 Annual Meeting, upon and after which each of the Company’s directors will serve for one year terms and be subject to annual election by the shareholders.

Accordingly, the shareholders will elect eight directors at the 2011 Annual Meeting. Each Director will hold office until the Annual Meeting of Shareholders in 2012, or until a successor is duly elected and qualified, or until his or her earlier death, resignation or removal. The Board does not consider whether nominees will be unable to stand for election, but should any nominee become unable to serve or for good cause will not serve, all proxies (except proxies marked to the contrary) will be voted for the election of a substitute candidate nominated by the Board.

The Governance Committee is responsible under its Charter for identifying and recommending to the Board qualified candidates for election to the Board at each Annual Meeting of Shareholders as well as to fill any vacancies on the Board. In identifying and evaluating nominees for director, the Governance Committee considers candidates potential contribution to the diversity of backgrounds, skills and experience which the Board desires to have represented and the ability to devote sufficient time and effort to his or her duties as a director, as well as other factors which the candidate may bring to the Board. The process is the same whether the candidate is recommended by a shareholder, another director, management or otherwise. Periodically, the Governance Committee reviews the size, structure and membership of the Board and its committees to assure that the proper skills and experience are represented on the Board as well as each of its committees.

The Company expects that members of the Board will have a diverse portfolio of backgrounds, skills, and experiences. One goal of this diversity is to assist the Board in its oversight and advice concerning the Company’s business and operations from all perspectives. Listed below are key skills and experience that the Company considers important for directors to have in light of the Company’s current business and structure.

§

Leadership Experience . Directors who have served in leadership positions are important to the Company, as they bring experience and perspective in analyzing, shaping, and overseeing the execution of important issues at a senior level. These directors’ insights and guidance, and their ability to assess and respond to situations encountered in serving on the Company’s Board, is enhanced if their leadership experience has been developed at businesses or organizations that operated on a global scale, faced significant challenges, and/or participated in similar industries.

§

Financial and Accounting Expertise . The Company believes that an understanding of finance, accounting and financial reporting processes is important because it assists our directors in understanding, advising, and overseeing the Company’s capital structure, financing and investing activities, financial reporting, and internal controls thereof.

§

Operational and Manufacturing Expertise . Directors who have operational and manufacturing experience can provide expertise and guidance in overseeing the execution of important operational initiatives that the Company faces.

§

Industry Expertise . The Company believes that experience in the industries in which the Company participates is useful in understanding its research and development efforts, competing technologies, the various products and processes that the Company develops, its manufacturing operations, and the market segments in which the Company competes.

§

Strategic Planning Experience . Directors who have a background in strategic planning provide insight into developing and implementing strategies for growing the Company’s business, both organically and through combination with other organizations.

§

International Experience . Because the Company has international operations with manufacturing facilities and offices in other countries, directors with international experience provide a useful business and cultural perspective regarding significant aspects of the Company’s international footprint.

§

Board of Directors Experience . Directors who have served on other boards provide advice and insights with regard to the dynamics and operation of a board of directors; the relations of a board to the Chief Executive

Officer and senior leadership; the importance of particular agenda and oversight matters; and oversight of a changing mix of strategic, operational, and compliance-related matters.

Based on the recommendation of the Governance Committee, the Board has nominated current directors Ralph B. Andy, Lloyd E. Campbell, Edward J. Dineen, Victoria M. Holt, Walter J. Klein, Pamela F. Lenehan, Jackson W. Robinson and Craig A. Wolfanger to be re-elected as directors of the Company. For the 2011 Annual Meeting, the Company did not receive any recommendations by shareholders for nominations to the Board.

BOARD OF DIRECTORS

The current members of our Board of Directors are set forth below, along with a description of their business experience, directorships during the past five years and qualifications, attributes and skills. Each of the members of our Board of Directors is a nominee standing for reelection and has agreed to serve if elected.

Name, Term and Age		Director Biographical Information
Ralph B. Andy Director since 1998 Age, 66		Mr. Andy has served as non-executive Chairman of the Board of the Company since January 2008. He is the Chairman and President of Pennatronics Corp., a provider of contract electronic manufacturing services, serving in such capacity since 2000. Prior to his association with Pennatronics, Mr. Andy was founder, Chairman and Chief Executive Officer of Polycom Huntsman, Inc. Mr. Andy brings to the Board more than 30 years of experience in the plastics and compounding industry, including significant leadership, operational and manufacturing knowledge from his roles at both Polycom Huntsman and Pennatronics. Mr. Andy has significant board experience having also previously served as Chairman of the Company’s Compensation Committee as well as serving on the Audit and Governance Committees.
Lloyd E. Campbell Director since 2002 Age, 53		Mr. Campbell is a consultant with Spencer Stuart, a global executive search firm. Prior to joining Spencer Stuart in May 2008, Mr. Campbell was a Managing Director of Rothschild, Inc. as well as a member of the firm’s Investment Banking Committee. Prior to joining Rothschild in June 2001, Mr. Campbell was a Managing Director and the Head of the Private Finance Group at Credit Suisse First Boston. Mr. Campbell brings more than 30 years of financial and accounting and international experience to the Board from these positions. Additionally, Mr. Campbell brings cross-board experience to the Board. He currently serves on the board of directors of The Guardian Life Insurance Company of America and has previously served on the board of directors of Argyle Security. Mr. Campbell has served on the audit committees of both companies.
Edward J. Dineen Director since 2006 Age, 56		Mr. Dineen is Chief Executive Officer of LS9, Inc., an industrial biotechnology company, serving in such capacity since December 2010. Mr. Dineen previously served as Chief Operating Officer of LyondellBasell Industries (NYSE: LYB), one of the world’s largest petrochemical, fuels and polymers companies, and was a member of its Management Board until his departure in December 2009. Mr. Dineen held a series of senior executive positions with LyondellBasell from 1998 until assuming his position as COO in March 2009. In January 2009, LyondellBasell’s U.S. operations and one of its European holding companies voluntarily filed to reorganize under Chapter 11 of the U.S. Bankruptcy Code. Prior to joining LyondellBasell, Mr. Dineen was with ARCO Chemicals for over 20 years. Mr. Dineen brings more than 30 years of industry, operational and manufacturing and international experience, as well as strategic planning experience, to the Board from his positions at LyondellBasell, ARCO Chemicals and LS9.
Victoria M. Holt Director since 2005 Age, 53		Ms. Holt is President and Chief Executive Officer of the Company, serving in such capacity since September 2010. From January 2003 to September 2010, Ms. Holt was Senior Vice President, Glass and Fiber Glass, for PPG Industries, Inc. (NYSE: PPG), a global manufacturer of coatings, chemicals and glass products. Prior to joining PPG, Ms. Holt was Vice President of Performance Films for Solutia Inc (NYSE: SOA). She began her career at Solutia’s predecessor, Monsanto Company (NYSE: MON), where she held various sales, marketing and global general management positions. Ms. Holt brings leadership, strategic planning, industry, operational and manufacturing and international experience to the Board.
Walter J. Klein Director since 2003 Age, 64		Mr. Klein, a CPA, was Vice President, Finance for Stepan Company (NYSE: SCL), a global manufacturer of specialty and intermediate chemicals, from 1992 until his retirement in April 2002. In such capacity, Mr. Klein served as a member of Stephan’s executive leadership team and led the company’s finance organization. Prior to serving as Vice President, Finance for Stepan, he served in other finance and accounting positions, including serving as the company’s controller. Mr. Klein brings more than 30 years of financial and accounting experience, as well as leadership, industry, and international experience, to the Board. Mr. Klein also has cross-board experience, having previously served as a member of the board of directors and chairman of the audit committee of Argyle Security.

Name, Term and Age		Director Biographical Information
Pamela F. Lenehan Director since 2004 Age, 58		Ms. Lenehan is President of Ridge Hill Consulting, LLC, a strategy consulting firm, serving in such capacity since June 2002. Prior to joining Ridge Hill Consulting, Ms. Lenehan was Vice President and Chief Financial Officer of Convergent Networks, Inc. (March 2000-September 2001), and Senior Vice President - Corporate Development and Treasurer of NYSE-listed Oak Industries, Inc. (1995-2000). Prior to that Ms. Lenehan was a Managing Director in Credit Suisse First Boston’s Investment Banking Division and a Vice President at Chase Manhattan Bank. Ms. Lenehan brings more than 30 years of financial and accounting and strategic planning experience to the Board. She also has cross-board experience. Ms. Lenehan currently serves on the board of directors of Monotype Imaging Inc. and National Mentor Holdings. She also chairs the compensation committee and serves on the audit committee of Monotype Imaging and chairs the audit committee of National Mentor Holdings. Ms. Lenehan also previously served over six years on the board of directors of Avid Technology. She holds a Professional Director Certification from the Corporate Directors Group, a national public company director education organization.
Jackson W. Robinson Director since 1993 Age, 68		Mr. Robinson was Chairman of the Board of the Company from May 2005 to January 2008. He is a Partner of Brown Advisory Holdings, Inc., a full-service investment firm. Mr. Robinson also serves as President and Chief Investment Officer of Winslow Management Company, which he founded in 1983 and which is now a separate operating group of Brown Advisory. Mr. Robinson brings more than 30 years of financial and accounting, leadership and strategic planning experience to the Board, with a particular focus on sustainability. He also provides cross-board experience. Mr. Robinson currently serves as a director and member of the audit committee of Jupiter European Opportunities Trust PLC, a closed-end mutual fund listed on the London Stock Exchange, as well as a trustee for Suffield Academy in Connecticut where he serves as the investment committee chair.
Craig A. Wolfanger Director since 2001 Age, 52		Mr. Wolfanger is founder, President and Chief Executive Officer of Raptor Partners LLC, an investment banking firm. Prior to forming Raptor Partners in 2005, Mr. Wolfanger was Senior Managing Director and Head of Investment Banking for Parker/Hunter Incorporated. Prior to joining Parker/Hunter, he was a partner at Alex Brown & Sons, managing its New York investment banking practice. Mr. Wolfanger started his career as an investment banker with Kidder, Peabody & Co. Mr. Wolfanger provides nearly 30 years of experience in strategic planning, financial and accounting and leadership experience to the Board.

BOARD OF DIRECTORS MEETINGS

The Board held eight (8) formal meetings during fiscal 2010. Every director attended at least 75% of the aggregate number of formal meetings of the Board and the committees on which the director served. Also, directors often attend, in a non-voting capacity, meetings of committees on which the directors do not serve.

Pursuant to the Corporate Governance Standards of the New York Stock Exchange (the “NYSE”), the Board holds regularly scheduled executive sessions without management and at least annually schedules an executive session with only independent directors. Mr. Andy, as Chairman of the Board, presides over these sessions.

The Company’s directors are expected to and normally do attend each Annual Meeting. The 2010 Annual Shareholder’s meeting was attended by all of the Directors then serving.

BOARD OF DIRECTORS LEADERSHIP STRUCTURE

The positions of Chairman of the Board and Chief Executive Officer are held by separate persons. The Board believes that there are advantages to having an independent Chairman of the Board for matters such as communications and relations between the Board, the Chief Executive Officer, and other senior leadership; in assisting the Board in reaching consensus on particular strategies and policies; and in facilitating robust senior leadership, Board, and Chief Executive Officer evaluation processes. In addition, the Board believes that the current leadership structure helps to ensure that the appropriate level of oversight, independence and responsibility is applied to all board decisions, including risk oversight. The duties of the independent Chairman of the Board include working with the Chief Executive Officer and other directors to set the agenda for the board meetings, presiding over all meetings of the Board, the Annual Meeting of Shareholders

and executive sessions of the independent directors, as well as serving as the principal liaison on Board-wide issues between the independent directors and the Chief Executive Officer.

RISK OVERSIGHT

The Company is exposed to a wide variety of risks in its business activities including strategic risks, operational risks, financial risks, risks relating to general economic conditions and their effect on its industry, and risks relating to regulatory and legal compliance.

Senior leadership is responsible for identifying and managing risks related to significant business activities, mapping the risks to company strategy and developing programs and recommendations to determine the sufficiency of risk identification, the balance of potential risks and rewards, and the appropriate manner in which to mitigate risks and reporting on the status of the Company’s risk management activities to the Board.

One of the responsibilities of the Board is the oversight of the Company’s risk management activities. The Board assesses and oversees risks as a part of its review of the related business, financial, or other activities of the Company. In addition, the Board reviews the processes that are implemented by management to identify and evaluate the major risks faced by the Company and oversees and monitors the design and implementation of guidelines and programs to manage those risks. Management provides regular briefings and informational sessions on the significant voluntary and involuntary risks that the Company faces and how the Company is seeking to control and mitigate risks if and when appropriate. The Board also receives specific reports on enterprise risk management which focus primarily on the identification and management of risks that the Board uses in overseeing the Company’s risk management activities. The Company’s enterprise risk management program and practices will continue to evolve over time as best practices in this area and the Company’s businesses change.

COMMITTEES

The Board has four standing committees, Audit, Compensation, Governance and Sustainability. With the exception of the Sustainability Committee, the Board has determined that all members of each of these committees are “independent” under the NYSE Corporate Governance Standards and the Company’s Director Independence Policy.

Each of the Audit, Compensation and Governance Committees has a written Charter setting forth its duties, responsibilities and authority as assigned by the full Board. Each Charter is posted in the “Investor Relations” section of the Company’s website, www.spartech.com.

Audit Committee : The Audit Committee consists of Mr. Klein (Chair), Mr. Campbell and Mr. Wolfanger. The Audit Committee met nine (9) times during fiscal 2010. The Audit Committee’s principal purposes are:

§

selecting and engaging the independent registered public accounting firm to perform the annual audit of the Company’s financial statements, as well as monitoring and evaluating the independent registered public accounting firm’s performance, and terminating the independent registered public accounting firm;

§

serving as an independent and objective party to monitor and evaluate the Company’s financial reporting process, internal control systems and internal audit function, the integrity of the Company’s financial statements, and the Company’s and management’s compliance with laws, regulations and policies relating to financial and auditing matters; and

§

assisting the Board in fulfilling the Board’s responsibilities to shareholders, potential shareholders, securities exchanges, regulatory agencies and the investment community relating to the Company’s financial statements and related legal and regulatory requirements.

The Audit Committee may engage advisors to assist it in carrying out its responsibilities. The Board has determined that Mr. Klein qualifies as an “audit committee financial expert” under the rules of the SEC, and he will continue in that role for the next fiscal year.

Compensation Committee: The Compensation Committee consisted of Ms. Lenehan (Chair), Mr. Dineen, Mr. Wolfanger and Ms. Holt until Ms. Holt’s appointment as President and CEO of the Company on September 8, 2010 when she resigned from her position as a member of the Compensation Committee. The Compensation Committee met nine (9) times during fiscal 2010. The Compensation Committee’s principal purposes are:

§

establishing the Company’s executive compensation philosophy and ensuring that executive officers are compensated in a manner consistent with such philosophy;

§

reviewing and approving the Company’s executive compensation plans, programs and benefits, including short-term and long-term incentive plans (subject to board and shareholder approval as needed); and

§

reviewing the performance of, and approving compensation for, the Chief Executive Officer and other executive officers.

During fiscal 2010, the Compensation Committee engaged DolmatConnell & Partners (“DolmatConnell”) as its independent compensation consultant to provide compensation related services. DolmatConnell reported directly to the Compensation Committee, and the nature and scope of the services rendered for fiscal 2010 by it to the Compensation Committee were:

§

guidance with respect to executive compensation, taking into account the Company’s business strategies, pay philosophy, shareholders’ interests, prevailing market practices, and relevant legal and regulatory regulations;

§

assistance with the assessment, design and implementation of short and long-term incentive compensation programs;

§

assistance with the selection of the companies included in the Company’s peer group; and

§

advice with respect to best practices related to executive compensation.

To maintain the independence of DolmatConnell’s advice, DolmatConnell does not provide any services for the Company other than those services provided to the Compensation Committee and only received fees and expenses related to services provided to the Compensation Committee.

The Compensation Committee has the final authority to retain and terminate consultants and determines the terms and conditions of those relationships. In its engagement, DolmatConnell receives directions from, and consults on a regular basis with, the Compensation Committee and its members, as well as senior executive officers. In the course of its duties, the Compensation Committee regularly discusses executive compensation matters with DolmatConnell without management present. Although the Compensation Committee seeks and considers the information and advice provided by its consultants, decisions are ultimately made by the Compensation Committee.

In performing an annual assessment of the compensation consultant’s independence, the Compensation Committee considers the nature and amount of work performed for the Compensation Committee during the year, the nature of any unrelated services performed for the Company, and the amount of fees paid for those services in relation to the compensation consultant firm’s total revenues. The Compensation Committee believes that DolmatConnell has been independent during its service.

Governance Committee : The Governance Committee consisted of Mr. Campbell (Chair), Mr. Dineen, Mr. Robinson and Ms. Holt until Ms. Holt’s appointment as President and CEO of the Company on September 8, 2010 when she resigned her position as a member of the Governance Committee. The Governance Committee met three (3) times during fiscal 2010. The Governance Committee’s principal purposes are:

§

identifying individuals qualified to become Board members consistent with criteria approved by the Board;

§

recommending to the Board nominees for election at the annual meeting of stockholders and candidates to fill Board vacancies and newly-created Director positions;

§

overseeing the evaluation of the Board, and its standing committees;

§

reviewing and recommending to the Board the compensation provided for Board and Committee service;

§

developing and recommending to the Board corporate governance guidelines applicable to the Company; and

§

performing a leadership role in shaping the Company’s corporate governance.

The Governance Committee may engage advisors to assist it in carrying out its responsibilities. If you would like additional information about Spartech’s corporate governance policies please refer to the documents presented in the “Investor Relations” section of the Company’s website, www.spartech.com.

Sustainability Committee: The Board formed an ad hoc Sustainability Committee during the first quarter of 2009 to assist the Board and management in the oversight of programs, initiatives and activities in area of sustainability to enhance shareholder value. In November 2010, based upon the Board and management’s belief that sustainability is a key strategy for future growth and development, the Sustainability Committee was established as a standing committee, consisting of Mr. Robinson (Chair), Mr. Andy and Ms. Holt. The primary purposes of the Sustainability Committee are:

§

to discharge certain of the Board responsibilities relating to the oversight of programs, initiatives and activities of Spartech in the areas of sustainability, technology, environment, health and safety;

§

to assess and, with management, review sustainability programs, initiatives and activities including product technology, safety of employees, providing safe and sustainable products for customers including the development of “green” products, reducing waste and energy consumption in the Company’s operations; and

§

to promote and provide community support and encourage employees to volunteer and contribute to the communities where the Company conducts its business.

INDEPENDENCE

The listing standards of the NYSE include a set of Corporate Governance Standards applicable to NYSE listed companies. Among other things, the NYSE Corporate Governance Standards require a majority of the Board and all members of the Audit, Compensation and Governance Committees to be “independent.” The Board has adopted a set of Corporate Governance Guidelines setting forth certain internal governance policies and rules which include a Director Independence Policy implementing the NYSE director independence requirements. The Corporate Governance Guidelines and Director Independence Policy are set forth in the “Investor Relations” section of the Company’s website, www.spartech.com.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

For the period November 1, 2009 through September 8, 2010, the Compensation Committee of the Board was composed of Ms. Lenehan, Mr. Dineen, Mr. Wolfanger and Ms. Holt, none of whom was an officer or employee of the Company during that timeframe. Upon Ms. Holt’s appointment as President and CEO of the Company on September 8, 2010, she resigned her appointment as a member of the Compensation Committee. During fiscal 2010 none of the members of the Compensation Committee had or has any related person transaction requiring disclosure under the rules of the SEC.

HEDGING POLICY

The Board and the Company’s senior executive officers are prohibited from hedging their ownership of or engaging in certain speculative transactions in the Company’s stock, including trading in publicly-traded options, puts, calls, or other derivative instruments related to the Company’s stock or debt.

CERTAIN BUSINESS RELATIONSHIPS AND TRANSACTIONS

As a matter of practice, the Company generally does not engage in material transactions with related parties. The Governance Committee Charter requires any relationship or transaction between the Company and any director or nominee for director or executive officer, an immediate family member of any director, nominee for director or executive officer or a known 5% stockholder which may be required to be publicly disclosed under the rules of the SEC to be disclosed in advance to the Governance Committee. The Governance Committee must then review the transaction and approve or disapprove it taking into account all relevant factors including, in the case of a director, the recommendations of the Company’s General Counsel as to whether it could affect the director’s independence. During Fiscal 2010, there were no related-party transactions that required disclosure pursuant to SEC rules.

CODE OF ETHICS

The Company has adopted a Code of Ethics for its Chief Executive Officer and Senior Financial Officers. Any waiver or amendment to the Code of Ethics will be posted on the Company’s website. The Company also has adopted a Code of Business Conduct & Ethics for Directors, Officers and Employees. Both Code of Ethics are posted in the “Investor Relations” section of the Company’s website, www.spartech.com.

COMPENSATION OF DIRECTORS

The compensation of the Company’s directors is determined by the Governance Committee subject to approval by the entire Board. Ms. Holt, who is the only employee director, receives no compensation for her service as a director. The objectives for the Company’s non-employee director compensation program are to attract highly-qualified individuals to serve on the Board and align directors’ interests with the interests of shareholders. The Governance Committee reviews the program periodically to ensure that it continues to meet these objectives. To determine whether the director compensation program is competitive, the Governance Committee considers general market information in relation to

program design. The Governance Committee recommends any change it considers appropriate to the full Board for its review and approval, and includes the relevant information and data for the Board to use in its considerations.

For fiscal 2010, the Company paid each non-employee director, except for Mr. Andy (whose compensation is discussed below), a base annual fee of $65,000, plus additional base annual fees of $10,000, $7,500 and $7,500 for the members (including the Chairs) of the Audit, Compensation and Governance committees, respectively. The Company also paid the Chairs of the Audit, Compensation and Governance committees additional fees of $10,000, $7,500 and $2,500 respectively. Based on the Company’s belief that attendance at meetings is expected as part of Board and committee service, the Company does not pay fees for attendance at Board or committee meetings, but it does pay or reimburse the directors’ travel expenses incurred in attending meetings.

Each non-employee director, except for Mr. Andy, also receives an annual equity award having a fair value of $50,000 based on the closing market price of the Company’s common stock on the date of grant.

Mr. Andy’s Compensation . On January 2, 2008, the Board elected Mr. Andy as Chairman of the Board. In lieu of all other cash and non-cash compensation during the three-year period subsequent to his election as Chairman of the Board, the Board agreed to grant Mr. Andy a one-time award of 69,882 shares of restricted stock, which had a fair value of $1,000,000 based on the January 2, 2008 closing market price of the Company’s common stock and vested in annual one-third increments over a three-year period. This one-time restricted stock award reflected compensation pertaining to Mr. Andy’s service and responsibilities as the non-executive Chairman of the Board and his assistance in transitioning the day-to-day leadership of the Company to a new Chief Executive Officer. Effective January 1, 2011, which concludes the three-year award period for the above grant, Mr. Andy, as Chairman of the Board of Directors, will receive the same retainer and stock grant paid to the other non-employee directors, plus an additional annual cash retainer of $100,000 per year. Although Mr. Andy generally attends all committee meetings, he does not receive any committee retainers.

Director Stock Ownership Policy . The Board has adopted a Director Stock Ownership Policy. This Policy requires each non-employee director to acquire, within four years after the director is first elected to the Board (or by December 2010 for current directors), and hold, until at least one year after the non-employee director leaves the Board, shares of Company common stock having an aggregate public market value of at least three times the director’s annual cash retainer for Board service. During any period of time that a director’s ownership is below this level, the director must retain ownership of 100% of any shares of Company common stock acquired by the director pursuant to the grant, vesting, payout or exercise of any stock-based compensatory award. Restricted stock counts towards calculating ownership to the extent vested, but restricted stock units and other rights to receive shares in the future do not count in calculating ownership levels. For awards granted in fiscal 2008 and thereafter, shares of the Company’s common stock are not deliverable until the first business day following the end of the director’s service on the Board while prior awards of restricted stock units provide that shares of the Company’s common stock are not deliverable until one year after the end of the director’s service on the Board. Upon specific application, the Chairman of the Governance Committee or the Chairman of the Board may grant exceptions to the guidelines in cases of serious hardship or other special circumstances. Each director’s current stock ownership is shown in the table in the section captioned “Security Ownership.”

DIRECTOR COMPENSATION TABLE

The following table discusses non-employee director compensation for fiscal 2010:

																		Change in
																		Pension Value
																		and Nonqualified
														Non-Equity				Deferred
		Fees Earned or				Stock Awards								Incentive Plan				Compensation				All Other
Director		Paid in Cash				(1)				Option Awards				Compensation				Earnings				Compensation				Total
Ralph B. Andy (2)		$	—			$	—			None				None				None				None				$	—
Lloyd E. Campbell		$	85,000			$	50,000			None				None				None				None				$	135,000
Edward J. Dineen		$	80,000			$	50,000			None				None				None				None				$	130,000
Victoria M. Holt (3)		$	68,444			$	50,000			None				None				None				None				$	118,444
Walter J. Klein		$	85,000			$	50,000			None				None				None				None				$	135,000
Pamela F. Lenehan		$	80,000			$	50,000			None				None				None				None				$	130,000
Jackson W. Robinson		$	72,500			$	50,000			None				None				None				None				$	122,500
Craig A. Wolfanger		$	82,500			$	50,000			None				None				None				None				$	132,500

The following table sets forth the number of shares underlying equity awards held by each non-employee director as of October 30, 2010, the Company’s fiscal year end.

		Restricted								Restricted
Director		Stock				Stock Options				Stock Units (2)
Ralph B. Andy			75,484	(1)			15,000				4,312
Lloyd E. Campbell			5,602				15,000				15,158
Edward J. Dineen			5,602				—				10,846
Walter J. Klein			5,602				15,000				15,158
Pamela F. Lenehan			5,602				—				13,713
Jackson W. Robinson			6,723				15,000				16,721
Craig A. Wolfanger			5,602				30,000				15,158

COMMUNICATION WITH DIRECTORS

The Company has established procedures for shareholders or other interested parties to communicate directly with the Board. Such parties can contact the Board by mail at: Spartech Board of Directors, Attention: Ralph B. Andy, Chairman of the Board of Directors, c/o Spartech Corporation, 120 S. Central Avenue, Suite 1700, Clayton, Missouri 63105-1705. All communications made by this means will be received directly by the Chairman of the Board.

The Company has arranged for a third-party company, The Network, to provide an Ethics Hotline for employees, security holders and other interested parties to communicate concerns involving internal controls, accounting or auditing matters directly to the Audit Committee. The Company’s Ethics Hotline phone number is 800-886-2144 (U.S., Mexico and Canada), 0-800-913-446 (France) or 770-582-5285 (International). The Ethics Hotline can also be used to communicate other concerns to the Company’s management. Concerns can be reported anonymously, if the caller chooses.

EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

Introduction

This section describes Spartech’s compensation program for executive officers. The discussion focuses on the compensation program in effect for the 2010 fiscal year and compensation decisions made with respect to the compensation program. The Compensation Committee of our Board of Directors determines compensation for the CEO. The Compensation Committee also reviews, provides input and guidance, and approves the CEO’s recommendations for the compensation of all other executive officers. In making its decisions, the Committee reviews the performance of the Company, considers shareholder alignment, considers the performance of the individual executive officers, and confers with an independent compensation consultant, DolmatConnell & Partners, to assess the competitive market for comparable executives.

Currently, Spartech (“the Company”) has 11 executive officers. These executive officers have the broadest job responsibilities and policy-making authority in the Company and are held accountable for the Company’s performance. Details of compensation for our Chief Executive Officer (CEO), Chief Financial Officer (CFO), the three other highest paid executive officers (collectively the named executive officers or “NEOs”) and the Company’s former CEO and former Executive Vice President — Custom Sheet and Rollstock can be found in the tables in the section captioned “Compensation of Executive Officers” below.

Objectives and Overview

The objectives of our compensation programs are to:

Drive superior performance — Encourage leaders to achieve and exceed our Company-established performance targets and deliver strong results relative to the companies in our peer group;

Focus on long-term success — Provide a significant portion of executive officers’ compensation through programs linked to our long-term success as incentives to help maximize shareholder return; and

Attract and retain key executives — Attract and retain talented executives whose continued employment is crucial to our success and growth.

The following table outlines the major elements of compensation in fiscal 2010 for our NEOs:

Elements of Compensation				Description				Purpose
Short-Term Compensation		Base Salary		•		Fixed annual compensation that is payment for a satisfactory level of individual performance		•		To attract and retain talent
		Performance-Based Bonus		•		An annual opportunity with actual payouts contingent upon Committee-approved financial and individual performance goals		•		To focus management on short-term (one-year) financial results in targeted areas or in the case of individual targets, to focus on non-financial metrics
Long-Term Incentive		Stock-Settled Stock Appreciation Rights (SSARs)		•		Grants that upon exercise give the holder the right to receive the net appreciation in market value of a specified number of shares of our common stock over a base price		•		To motivate executives to drive long-term increases in common stock market price
								•		To align executives’ interests with those of shareholders
		Time-Vested Restricted Stock		•		Company common stock that cannot be sold or transferred during the vesting period		•		To provide retention incentives by delivering guaranteed in-the-money value to executives
								•		To align executives’ interests with those of shareholders
Benefit Plans		401(k), Life Insurance, and Medical Benefits		•		Standard benefit plans provided by similar firms		•		To provide market-competitive benefits
		Deferred Compensation		•		Annual defined contributions into a non-qualified executive retirement plan		•		To serve as a partial substitute for our lack of a defined benefit retirement plan and contribution limits on 401(k) Plan contributions
								•		To provide a retention tool and retirement benefit without incurring the significant costs of a supplemental executive retirement plan or a traditional pension plan
Perquisites		Auto Allowance		•		A monthly allowance provided to select grandfathered in (pre-2008) executive officers for the costs associated with maintaining an automobile. The Company has eliminated this perquisite in 2011 for all officers.		•		To serve as an additional employment incentive
		Medicare Tax Gross-Up		•		A de minimis cash payment that is equal to the 1.45% Medicare Tax on deferred compensation contributions. The Company has eliminated this perquisite in 2011 for all officers.		•		To preserve the full value of non-cash employee benefits and help the executive avoid making out-of-pocket cash payments for non-cash benefits

Determination of compensation levels of executive officers

The Compensation Committee assesses the performance of the Company in part based on specific measures and targets established by the Compensation Committee and the Board of Directors. Compensation Committee members receive regular updates on business priorities, strategies and results during which they interact with executive officers. However, compensation decisions are not driven entirely by financial performance assessments. Compensation Committee members use their judgment and discretion in making compensation decisions that support our compensation objectives and align with our compensation principles, as discussed in more detail below.

The Compensation Committee retained DolmatConnell & Partners as its independent consultant in 2010. DolmatConnell & Partners advises the Compensation Committee on compensation matters directly relating to executive cash compensation, long-term incentives (LTI) and severance and noncompetition agreements. In particular, the Compensation Committee asked DolmatConnell & Partners to assess the competitive positioning of our compensation programs relative to an appropriate peer group and against published surveys of a large number of cross-industry companies. DolmatConnell & Partners also works for the Compensation Committee on an ongoing basis to review and assess current Company compensation relative to competitive compensation practices and compensation packages for any newly hired or promoted executive officers. There are no potential conflicts of interest because other than the

services that DolmatConnell & Partners provides to the Compensation Committee, it does not otherwise provide services to the Company and receives no other compensation from the Company.

Additionally, management hired Pay Governance LLC as its external consultant in 2010 to provide advice and recommendations related to proposed compensation and the design of compensation programs.

Our CEO and certain other executive officers are involved in our executive compensation process. The CEO is responsible for reviewing the performance of her direct reports with the Compensation Committee and making recommendations to the Compensation Committee as to base salary, short-term and long-term incentive awards for such reports. The CEO also makes recommendations to the Compensation Committee on how to structure compensation programs in order to attract, motivate and retain employees. Our CFO, Senior Vice President of Human Resources and General Counsel provide certain financial information, data and input to the Compensation Committee in connection with the executive compensation process.

Overall management compensation principles

The Compensation Committee has established the following principles for compensating Company management:

Pay for performance — Compensation should reflect the performance of the Company over the last fiscal year (the short-term) as well as over a longer period and if Company performance does not meet certain minimum levels, payouts may be reduced or eliminated. In the short-term, compensation will reflect the extent to which goals are missed, met, or exceeded, taking into consideration individual ability to influence results. In the long term, the value delivered under equity-based programs will be driven largely by the performance of our share price and total shareholder return, both intrinsically and in comparison to our peer group;

Support business strategy — Compensation programs should be aligned with business strategies focused on long-term growth and creating value for shareholders;

Pay competitively — Overall target compensation, which is compensation received when achieving expected results, should be in line with that of individuals holding comparable positions and producing similar results at peer group and other public corporations of similar size and industry; and

Focus on a total compensation perspective — All components of pay should be considered when making compensation decisions. These components include base salary, short-term incentives, long-term incentives, benefits and perquisites.

We believe our approach helps us to attract, develop and retain talented executives who are committed to our success and to achieving superior performance.

Determination of executive pay

The Compensation Committee’s philosophy is to target the 50th percentile in the marketplace for target total compensation. We consider compensation to be competitive and appropriately targeted if total compensation falls within a range of plus or minus 15% of the market median. For fiscal 2010, we benchmarked all significant elements of total direct compensation — base salary, bonus, total cash compensation, and all forms of long-term incentives — to the competitive marketplace. Based on data provided by DolmatConnell & Partners, the compensation levels for fiscal 2010 were set within the targeted range and were consistent with our philosophy.

In benchmarking to the competitive marketplace, we considered a peer group of companies. Our peer group with respect to compensation decisions made for fiscal 2010 consisted of 20 companies selected by the Compensation Committee in consultation with DolmatConnell & Partners. The Compensation Committee considered several factors, including:

§

Revenue 1 / 2 to 2 times our most recent fiscal year revenue;

§

Market capitalization 1 / 2 to 2 times our market capitalization;

§

Operation in the plastics, or another similar, related industry;

§

Firms included in the ISS peer group for the Company;

§

Generally overlapping labor market for recruiting top talent; and

§

Status as a publicly-traded, U.S.-based corporation.

     The peer group is made up of the following 20 firms:

A. Schulman, Inc.		AEP Industries, Inc.		Arch Chemicals, Inc.
Ferro Corp.		Griffon Corp.		H.B. Fuller Co.
Innophos Holdings, Inc.		Innospec, Inc.		Koppers Holdings, Inc.
Minerals Technologies, Inc.		Myers Industries, Inc.		Olin Corp.
OMNOVA Solutions, Inc.		PolyOne Corp.		Polypore International, Inc.
Quaker Chemical Corp.		Solutia, Inc.		Stepan Co.
Tredegar Corp.		Wausau Paper Corp.

From fiscal 2009 to 2010, five firms (BWAY Holding Company, Georgia Gulf Corp, Rock-Tenn Co., Rockwood Holdings, Inc., and Trex Company, Inc.) were removed from the peer group, and seven firms were added (Griffon Corp., Innophos Holdings, Inc., Innospec, Inc., Koppers Holdings, Inc., Quaker Chemical Corp., Stepan Co., and Wausau Paper Corp.). Firms that were removed either no longer fit the financial criteria of the peer group or were pending acquisition, and were replaced by companies that met all of the screening criteria. The composition of this peer group is reviewed annually.

DolmatConnell & Partners also provided the Compensation Committee with data from broad-based, cross-industry surveys for comparative purposes as an additional resource for its 2010 executive compensation decisions. The survey data is used in conjunction with peer group data to offer a more complete set of data for benchmarking executive compensation.

Elements of executive compensation and executive compensation decisions for 2010

Short-Term Compensation Elements

We believe that it is necessary to provide short-term compensation elements, because short-term incentives provide an immediate benefit paid in cash based on the achievement of business and individual results, thereby promoting the achievement of short-term goals.

Base Salary

Base salary is set at the Compensation Committee’s discretion on an annual basis, primarily based on individual factors, such as position, salary history, individual performance, an individual’s time in that position, placement within the general salary range for the position, and competitive market conditions. The Compensation Committee budgets annual increases in accordance with broader market trends. The Compensation Committee also looks at the competitive marketplace and Company performance in setting aggregate salary increases. In fiscal 2010, the base salary amount was also benchmarked for reasonableness against the 50 ^th percentile of peer group and market survey base salary data for comparable jobs.

The Compensation Committee approved the elimination of the temporary salary reductions for the NEOs that were in effect at the end of fiscal 2009 but determined not to increase base salaries for fiscal 2010.

Annual Performance-Based Bonus

The targeted annual bonus is expressed as a percentage of base salary for each executive officer and is set at the Compensation Committee’s discretion. For fiscal 2010, this amount was also benchmarked against the 50 ^th percentile of bonus data for comparable jobs and responsibilities at peer group companies and in the broader market. Performance metrics, individual objectives and payout thresholds and calculations are established in the beginning of each fiscal year and take into account the Company’s annual business plan. The target levels are generally aligned with the Company’s annual business plan.

The performance metrics for fiscal 2010 were adjusted EBITDA, net working capital as a percentage of sales, and individual objectives weighted 60%, 20%, and 20%, respectively. The Compensation Committee approved a sliding scale for payouts above or below the target based on the perceived difficulty of achieving the targets; the Company designs payouts above 100% to be self-funding from the increased earnings resulting from the higher performance results. The potential payout range for fiscal 2010 for NEOs was from 0% to 200% of target, with the payout based on achievement of performance targets for each performance measure as follows:

Adjusted EBITDA ($ in thousands)

Fiscal 2010 Performance		$	79,000			$	85,000			$	90,000			$	95,000			$	100,000			$	105,000			$	110,000			$	115,000			$	120,000
Multiplier			N/A				0.50				0.75				1.00				1.20				1.40				1.60				1.80				2.00

Net Working Capital as a % of Sales

Fiscal 2010 Performance			11.2	%			10.8	%			10.5	%			10.2	%			9.9	%			9.6	%			9.3	%			9.0	%
Multiplier			0.50				0.80				1.00				1.20				1.40				1.60				1.80				2.00

Individual Objectives

Executive		Individual Goals
Myles S. Odaniell		Accelerate Company-wide organic growth efforts, extend credit facility agreement and 2004 senior notes; and lead enhancement of Company’s safety program
Randy C. Martin		Plan and position the Company for entry into a new credit facility agreement and amendment of 2004 senior notes; identify opportunities for mid-term growth goals; and develop an enterprise risk management framework
Steven J. Ploeger		Achieve various budget objectives; develop and implement plan to improve customer business earnings; and implement product/business management structure within segment
Janet E. Mann		Accelerate new product commercialization; improve customer relationship management; achieve corporate sustainability goals; and build and staff a new product development center
Michael L. Marcum		Achieve various budget objectives; and develop an international growth strategy
Rosemary L. Klein		Continue to enhance corporate governance controls; improve commercial contracting process; and lead company-wide compliance training

For purposes of the Executive Bonus Plan, adjusted EBITDA may exclude certain unusual or extraordinary items such as restructuring costs, changes in foreign currency exchange rates and the impact of significant acquisitions or divestitures. For fiscal 2010, adjusted EBITDA represented EBITDA from continuing operations excluding restructuring costs, asset impairments, foreign currency losses and certain other non-recurring charges.

Based on the Company’s fiscal 2010 performance of adjusted EBITDA of approximately $49.2 million and net working capital as a percentage of sales of 9.8%, the adjusted EBITDA metric did not pay out and the net working capital as a percentage of sales metric would have paid out at a 1.47 multiplier in accordance with the plan. However, due to the Company’s fiscal 2010 earnings performance, overall management performance and certain non-recurring charges, the Compensation Committee exercised negative discretion on the payout of bonus amounts to the Company’s NEOs and other executive officers by capping the net working capital as a percentage of sales multiplier to 1.00 and limiting the

aggregate bonus pool payout under the plan to 30% of the plan target. In addition, the Compensation Committee evaluated the individual objectives on a subjective basis, using its judgment and discretion and exercised negative discretion in considering individual objectives and the overall performance in each individual’s area of responsibility which further reduced the payouts under the plan.

The target and actual annual performance-based bonuses are set forth in the table below along with the target and actual annual performance-based bonuses as a percentage of base salary. Ms. Holt was not eligible for a fiscal 2010 annual performance-based bonus per the terms of her employment agreement and Mr. Odaniell and Mr. Ploeger were not employed with the Company at the end of fiscal 2010.

		Target Bonus								Actual Bonus
		Percent of Base								Percent of Base
Executive		Salary				Target Bonus				Salary				Actual Bonus
Randy C. Martin			60	%		$	213,600				9	%		$	32,040
Janet E. Mann			50	%		$	155,000				12.5	%		$	38,750
Michael L. Marcum			60	%		$	174,000				9	%		$	26,100
Rosemary L. Klein			50	%		$	137,500				15	%		$	41,250

For fiscal 2011, the Compensation Committee modified the annual performance-based bonus program to add a provision that no bonuses will be paid out if Adjusted EBITDA does not exceed a designated threshold or the Company fails to remain in compliance with its debt covenants during fiscal 2011.

Long-Term Compensation Elements

We believe that long-term compensation elements provide appropriate motivational tools to achieve certain long-term Company goals and align the interests of our management team closely with those of shareholders. Executive officers participate in our long-term compensation programs based on their ability to make a significant contribution to the Company’s financial performance, their level of responsibility, their ability to meet performance objectives, and their leadership potential.

Each year, the Compensation Committee considers the dilution to shareholders of equity-based compensation and the dollar value of awards and determines the form(s) of awards to be granted. The Compensation Committee approves a pool based on management’s recommendations and by benchmarking to industry/peer group data provided by management and by our compensation consultant. The amount is then allocated among the various compensation elements and to the officers participating in the program.

In fiscal 2010, the Committee granted long-term incentive compensation in the form of stock-settled stock appreciation rights (SSARs) and time-vested restricted stock. We designed the long-term incentive mix to balance SSARs and time-vested restricted stock at roughly 60% and 40%, respectively, of each individual’s total targeted long-term incentive compensation. The Compensation Committee considered the link to shareholder return, accounting expense, retention value to executives, and impact on dilution when determining percentage allocations to the two forms of awards.

Stock-Settled Stock Appreciation Rights (SSARs)

SSARs drive better business performance by having value only when the stock price increases. The number of SSARs issued is based on the approved target dollar amount of SSARs to be awarded, divided by the value of one SSAR, which we determine to be the Black-Scholes value of an equivalent stock option on the grant date. SSARs are similar to stock options but result in fewer shares outstanding because only a net number of shares are issued.

Time-Vested Restricted Stock

Time-vested restricted stock facilitates the retention of top talent. The number of shares of time-vested restricted stock issued is based on the approved target dollar amount of restricted stock to be awarded, divided by the value of one share of time-vested restricted stock, which is equal to the closing stock price on the grant date.

Performance Shares

Performance shares were not granted for fiscal 2010. While the Company had granted performance shares in previous years, at the time the Compensation Committee was considering the annual awards for 2010, the valuation of the

performance shares was exceptionally high due to high volatility of the Company’s stock and the three-year duration of the performance period. In addition, management had expressed concerns regarding the effectiveness of the awards in driving performance because it lacked a clear line of sight from the Company’s performance compared to the diverse group of 20 companies in the Peer Group. While the companies in the Peer Group are in the same industry as the Company, or are in another similar, related industry, they are not direct competitors and do not compete with the Company across its entire business. In light of the unique challenges in valuing the awards and management’s concerns regarding their effectiveness, the Committee did not include performance share awards in the long-term incentive mix for fiscal 2010.

For fiscal 2011, the Committee granted long-term compensation in the form of SSARs and long-term performance awards payable in cash rather than equity. The long-term performance awards are based on the Company’s return on invested capital over a three-year performance period and are to be settled in cash based on the attainment of specified performance goals. These awards are designed to promote and reward superior longer-term (three-year) Company performance. These awards will be forfeited if the participant’s employment is terminated during the applicable performance period. The long-term performance plan is intended to motivate and retain the executive officers while limiting the impact of dilution. In addition, the long-term performance plan is intended to satisfy the requirements of Section 162(m).

2008 Performance Shares that vested in 2010

Performance shares are units that are convertible into shares of Company common stock based on three-year total shareholder return of the Company, at a level set by the Compensation Committee relative to the peer group. These awards are designed to promote and reward superior longer-term (three-year) Company performance.

The Company selects a performance standard and compares its performance over a three-year period to the performance of companies in a peer group. The value of the award can exceed the target value if Company performance over that period exceeds that of other companies in the specified peer group; if Company performance over that period lags that of the companies in the peer group, the award value decreases or can become zero.

The performance shares that the Company granted in 2008, vested at the end of fiscal 2010. Based on the Company’s “Total Shareholder Return” over the 2008, 2009 and 2010 fiscal years, the Company’s performance share awards issued in fiscal 2008 did not pay out. Total Shareholder Return must have exceeded the following percentages of the companies in the Peer Group to achieve the specified levels: 30% for threshold, 50% for target, and 100% for maximum.

The chart below provides the potential number of performance shares at the threshold, target and maximum levels and the actual number of performance shares issued based upon the Company’s Total Shareholder Return relative to the “Peer Group” over the 2008, 2009 and 2010 fiscal years:

Actual

Number of Performance Shares Granted in 2008

Performance

Executive

Threshold (#)

Target (#)

Maximum(#)

Shares (#)

Victoria M. Holt*

N/A

N/A

N/A

N/A

Myles S. Odaniell

19,900

39,800

79,600

0

Randy C. Martin

7,600

15,200

30,400

0

Steven J. Ploeger*

7,600

15,200

30,400

N/A

Janet E. Mann*

N/A

N/A

N/A

N/A

Michael L. Marcum

5,100

10,200

20,400

0

Rosemary L. Klein*

N/A

N/A

N/A

N/A

“Total Shareholder Return” for a company (whether the Company or a Peer Group company) was determined by taking (a) the sum of (i) cash dividends paid by the company over the performance period, plus (ii) the company’s average stock price over each trading day in the Company’s 2010 fiscal year, minus (iii) the company’s average stock price over each

trading day in the Company’s 2007 fiscal year, and dividing that amount by (b) the company’s average stock price over each trading day in the Company’s 2007 fiscal year.

For purposes of the performance shares, “Peer Group” means the 2008 peer group companies, as determined by the Compensation Committee and set forth in the 2008 Performance Share guidelines. In addition, the performance shares that the Company granted in 2009 for the fiscal 2009-2011 performance period remain outstanding.

Benefit Plans

We offer benefit plans to our executive officers as a competitive measure in order to attract and retain top talent.

401(k), Life Insurance, and Medical Benefits

All Company employees, including the executive officers, are eligible to participate in 401(k), life insurance, and medical benefits plans. The terms of such benefits for our executive officers are the same as those for all Company employees. The Compensation Committee reinstated the Company’s matching contributions to the 401(k) plan for fiscal 2010 after suspension in fiscal 2009.

Deferred Compensation

For 2010, the Company did not make any contributions to participants’ Deferred Compensation plan accounts as part of company-wide cost saving initiatives and due to the Company’s earnings performance. Executive officers and certain key managers participate in the Company’s deferred compensation plan. The Compensation Committee reviews the plan in conjunction with its compensation consultant as a component of the total compensation program. Under the deferred compensation program, we credit 10% of the cash compensation of each participating executive officer for the preceding calendar year, up to $30,000, to a deferred compensation account for the executive officer. We select the funds in the portfolio, but the executive officer selects the funds in which to invest. Subject to specified vesting requirements, the value of an executive’s account is paid out upon termination of the executive’s employment.

Perquisites

We offered certain perquisites to our executive officers as a competitive measure in order to attract and retain top talent in fiscal 2010. The Compensation Committee voted to remove all perquisites as elements of compensation effective the first day of fiscal 2011 and accordingly, these perquisites will not be part of the Company’s future compensation philosophy.

Auto Allowance

In January 2008, the Company eliminated auto allowances for new employees, but grandfathered in existing employees who were hired prior to that time. Accordingly, during fiscal 2010, the Company provided auto allowances to certain grandfathered executive officers. The value of the auto allowance was set to approximate the average total cost of financing, maintaining, and operating an automobile reasonably appropriate to the executive’s position. In November 2010, these auto allowances were completely eliminated and in connection with their elimination a lump sum payment of $20,400 will be paid to certain grandfathered executive officers.

For fiscal 2010, the car allowance was $850/month and the business use of the car was reimbursable at a rate equal to 50% of the standard IRS mileage rate. Neither our former CEO nor our current CEO received a car allowance in fiscal 2010.

Medicare Tax Gross-Up

Medicare tax gross-ups have previously been de minimis in value. In November 2010, the Compensation Committee completely eliminated these gross-ups. The actual gross-up was determined via mathematical formula that calculated the percentage that was grossed up to the executive officer based on the tax rate. Because all executive officers already paid the maximum Social Security tax, the 1.45% Medicare tax was the only tax for which we made this payment.

Severance and Noncompetition Agreements

Severance and noncompetition agreements are designed to protect the Company and provide transitional compensation to executive officers in the event of certain termination events. They provide security for executive officers against sudden termination and help promote retention of high performing individuals. They also assist in recruiting and retaining key

employees by providing competitive arrangements. The provisions of each agreement are determined by analysis of peer group and market trends and practices, and are set at competitive levels with industry practice.

We have entered into severance and noncompetition agreements to provide compensation to eligible executives whose employment is terminated involuntarily under certain circumstances. Our plans or LTI awards may also provide payments or benefits in the event of the termination of employment or a change in control of the Company. The financial terms of these agreements as well as other provisions effective upon severance or a Change in Control are discussed in detail under “Potential Payments upon Termination or Change in Control,” below and a summary of these terms is set forth below.

						Termination by
						the Company
		Voluntary				without “Cause”				Consideration
		Resignation		Termination by		OR Resignation				Payable Upon a
		without “Good		the Company for		for “Good		Death or		Change in
		Reason”		“Cause”		Reason”		Disability		Control
Severance and Non-competition Agreement		Not entitled to any severance.		Not entitled to any severance.		Entitled to receive 12 months’ base salary (24 months’ base salary for Ms. Holt and 18 months’ base salary for Mr. Martin) at the highest rate paid in the preceding three fiscal years, plus the average annual bonus (two times the average annual bonus for Ms. Holt) paid in the preceding three fiscal years		Not entitled to any severance.		Double trigger for payment requiring Change in Control and termination of employment. Entitled to receive 12 months’ base salary (24 months’ base salary for Ms. Holt and 18 months’ base salary for Mr. Martin) at the highest rate paid in the preceding three years prior to termination, plus the average annual bonus (two times the average annual bonus for Ms. Holt) paid in the preceding three fiscal years
Deferred Compensation Plan		Unvested portion of account forfeited.		Account is cancelled and forfeited.		Unvested portion of account forfeited.		Accelerate vesting so account is 100% vested.		Accelerate vesting so account is 100% vested but not payable until termination of employment.
Stock Options and SSARs		All options and SSARs are forfeited and may not be exercised; provided, however, that for SSARs issued after May 2008, an officer who voluntarily resigns would have up to 60 days after his		All options and SSARs are forfeited.		Any unvested options and SSARs are forfeited. Vested options or SSARs would remain exercisable for one year (or three months in the case of tax-qualified incentive stock options),		Accelerate vesting so all unvested options and SSARs would vest and in the event of death all options or SSARs would remain exercisable for one year,		Accelerate vesting so all unvested options and SSARs would vest.

						Termination by
						the Company
		Voluntary				without “Cause”				Consideration
		Resignation		Termination by		OR Resignation				Payable Upon a
		without “Good		the Company for		for “Good		Death or		Change in
		Reason”		“Cause”		Reason”		Disability		Control
		or her resignation to exercise any vested SSARs.				but not later than the original expiration date.		but not later than the original expiration date and in the event of disability would remain exercisable until the original expiration date (or one year in the case of tax-qualified incentive stock options).
Restricted Stock Awards		All unvested shares are cancelled.		All unvested shares are cancelled.		All unvested shares are cancelled.		Accelerate vesting so all unvested shares would immediately vest.		Accelerate vesting so all unvested shares would immediately vest.
Performance Share Awards		The award is cancelled without payment.		The award is cancelled without payment.		The award continues for its normal term, but the size of the award is prorated.		The award continues for its normal term, but the size of the award is prorated.		The performance period for outstanding performance shares would immediately end, and the award would be paid out based on the degree to which the performance criteria specified in each award have been satisfied at that time.

Consideration of multiple compensation components

The Compensation Committee considers total cash and equity compensation when setting the compensation of executive officers. In doing so, the Compensation Committee considers the retention value of the long-term equity currently held by the executive officer and the impact that retirement or voluntary termination would have on the executive officer. Based on this review, the Compensation Committee may decide to adjust one or more elements of an executive officer’s total compensation. The Compensation Committee aims to provide competitive total direct compensation and assesses an executive officer’s total compensation package when looking at the executive officer’s competitive standing relative to the market. The Compensation Committee considers the link to shareholder return, accounting expense, retention value to executives, and impact on dilution when setting the compensation of executive officers.

Additionally, the Compensation Committee seeks to provide a competitive compensation mix, with discretion depending on factors deemed relevant to the Compensation Committee, such as individual performance, internal equity, historical pay practices and scope of role. Certain compensation decisions may specifically affect other elements of compensation. For example, because potential bonus payouts and deferred compensation allocations are based on the executive officer’s base salary, increases in base salary also increase the amount of potential bonus payouts and deferred compensation contributions for which executives are eligible. Additionally, for 2010 we granted long-term incentive compensation in the form of SSARs and time-vested restricted stock. These equity instruments provide different motivational attributes that we believe appropriately motivate and retain top talent.

CEO Compensation for 2010

Compensation of Current CEO

On September 8, 2010, the Board appointed Victoria M. Holt to the position of President and Chief Executive Officer. The Company entered into an offer letter agreement and a severance and non-competition agreement with Ms. Holt, both effective upon commencement of her employment. Based on recommendations from DolmatConnell & Partners as to a competitive CEO compensation package, the Compensation Committee approved an annual base salary of $650,000 for Ms. Holt and a target bonus equal to 100% of her base salary. Ms. Holt was not eligible for a target bonus in fiscal 2010.

Ms. Holt received both an initial cash payment and an initial equity grant upon joining the Company as hiring and retention incentives. The Compensation Committee granted Ms. Holt a $250,000 cash payment that is subject to repayment if she voluntarily leaves the Company within 12 months of her hire date, and long-term equity awards with a total target value of $1,000,000. The equity grant consisted of $500,000 in SSARs (priced at the Black-Scholes value on September 13, 2010, the date of grant) and $500,000 in time-vested restricted stock (priced at the NYSE closing price of the common stock on September 13, 2010, the date of grant). Both the SSARs and time-vested restricted stock vest ratably over a four-year period.

In addition, Ms. Holt received long-term incentive equity awards with a total value of $1,300,000, consisting of $433,333 in SSARs (priced at the Black-Scholes value on September 13, 2010, the date of grant), $433,333 in time-vested restricted stock (priced at the NYSE closing price of the common stock on September 13, 2010, the date of grant), and $433,333 in performance shares. The performance shares are expected to be granted as part of a new share program for senior managers before January 31, 2011. If the Company does not implement a performance share plan for senior managers by that date, the value of the grant will be divided equally between SSARs and time-vested restricted stock. The SSARs and time-vested restricted stock vest over a four-year period; the performance shares will have a three-year performance period.

Ms. Holt’s severance agreement provides that in the event of her termination for Good Reason or without Cause (whether or not in connection with a Change in Control of the Company), she would be entitled to 24 months of salary continuation and a payment of two times her average annual bonus awarded for the three fiscal years prior to termination. The other terms of her severance agreement are generally consistent with the severance agreements previously entered into by our other named executive officers, as described under “Potential Payments Upon Termination or Change in Control.” None of these agreements has a tax gross-up.

Compensation of Former CEO

Mr. Odaniell received no salary increase for fiscal 2010, although his base salary of $650,000 was reinstated at the beginning of the fiscal year following the temporary reduction to $585,000 in March 2009 as part of company-wide cost savings initiatives.

Mr. Odaniell’s target bonus was 80% of his base salary. His target bonus was based on the following metrics: 60% on adjusted EBITDA, 20% on net working capital as a percentage of sales and 20% on his individual objectives. Pursuant to Mr. Odaniell’s Separation Agreement and Release, he was precluded from a bonus under the Executive Bonus Plan for fiscal 2010.

Mr. Odaniell also received long-term equity awards with a total target value of $1,365,857, consisting of $860,515 in SSARs (priced at the Black-Scholes value on the date of grant) and $505,342 in time-vested restricted stock (priced at the NYSE closing price of the common stock on the date of grant), all on the same vesting schedule and other terms provided in our standard award forms.

Mr. Odaniell resigned on September 8, 2010. More information concerning his resignation can be found under “Potential Payments Upon Termination or Change in Control—Mr. Odaniell’s Severance,” below.

Stock ownership guidelines for executive officers

We have adopted stock ownership guidelines for our executive officers. We believe it is important to align the interests of executive officers with the interests of shareholders. The stock ownership guidelines for executive officers apply to all executive officers and all vice presidents of our principal operating divisions. To be in compliance with the guidelines, a covered officer must acquire and maintain ownership of Company common stock having an aggregate value at least equal to the specified multiple of the officer’s base salary:

Chief Executive Officer		3.0 x base salary
Executive Vice Presidents		2.0 x base salary
Other Vice Presidents		1.0 x base salary

During any period of time that a covered officer’s ownership is below the applicable guideline, the officer must retain ownership of at least 50% of any net shares of Company common stock acquired by the officer pursuant to the vesting, payout or exercise of any stock-based compensatory award granted after the approval of the guidelines. For this purpose, “net” means after subtracting any shares sold or surrendered to pay taxes or to pay any required exercise price. Shares owned by the officer or members of the officer’s immediate family and shares held for the benefit of the officer under an employee benefit or retirement plan are counted towards attaining the required investment level. Vested and unvested restricted stock also counts towards calculating ownership levels. Stock options and SSARs do not count in calculating ownership levels, and performance shares or other performance-based awards also do not count unless all performance periods have closed and all performance conditions have been satisfied. Upon specific application, the Compensation Committee or its Chair may grant exceptions to the guidelines in cases of serious hardship or upon a satisfactory showing that the applicant has met the guidelines through acquisitions of common stock since the last valuation date. No exceptions to the guidelines were granted during fiscal 2010.

Tax accounting considerations

We consider tax and accounting implications in determining all elements of our compensation programs. Section 162(m) of the Internal Revenue Code of 1986, as amended, generally denies a deduction to any publicly held corporation for compensation paid in a taxable year to its NEOs (other than qualified performance-based compensation) exceeding $1 million. The Compensation Committee considers the impact of this deductibility limit on the compensation that it intends to award, and attempts to structure compensation such that it is deductible whenever possible. For example, our annual bonus program is intended to satisfy the requirements of Section 162(m). However, the Compensation Committee also exercises its discretion to award compensation that does not meet the requirements of Section 162(m) when it considers it in the best interest of the Company to do so. The Compensation Committee has exercised this discretion, for example, when making stock awards without any performance-based conditions. The Compensation Committee believes that in some instances it is in the best interest of stockholders to grant stock awards without performance-based conditions, such as time-vested restricted stock, in order to recruit and retain key executives.

When establishing executive compensation, the Compensation Committee considers its impact for financial reporting purposes. In particular, the Compensation Committee considers the impact on current and future periods of all equity compensation that it approves.

Compensation Clawbacks

The New York Stock Exchange is expected to revise its listing standards in accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act to require listed issuers to adopt and disclose clawback policies. Under such policies, an accounting restatement due to material noncompliance with any financial reporting requirements under the securities laws will trigger a clawback. The Company will be required to recover any erroneously awarded compensation payments that would not have been made had the restated accounting numbers been used. Any payments made to current or former executive officers during the three-year period preceding the date of a restatement will be subject to the policy. Our existing equity and performance-based compensation plans will be reviewed and updated for consistency with the clawback policy when it is adopted.

Compensation Policies and Practices as they Relate to Risk Management

The Compensation Committee reviewed the Company’s compensation policies and practices for all employees, including executive officers, and determined that our compensation programs do not, and are not likely to, have a material adverse effect on the Company. The Compensation Committee noted several design features of the Company’s compensation programs that reduce the likelihood of excessive risk-taking:

	§		the compensation program design provides a balanced mix of cash and equity, annual and long-term incentives, and performance metrics tied to total shareholder return;
	§		for the executive compensation program, maximum payout levels for annual performance-based bonuses are capped at 200 percent of target;
	§		the Compensation Committee retains negative discretion over annual performance-based bonuses and performance shares applicable to the named executive officers;
	§		executive officers are subject to stock ownership guidelines; and
	§		compensation plans contain multiple metrics and performance periods within the same fiscal year.

COMPENSATION COMMITTEE REPORT

The Compensation Committee reviewed and discussed with management the above section captioned “Compensation Discussion and Analysis.” Based on this review and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference into the Company’s 2010 Annual Report on Form 10-K.

/s/ Pamela F. Lenehan Pamela F. Lenehan (Committee Chair)		/s/ Edward J. Dineen Edward J. Dineen		/s/ Craig A. Wolfanger Craig A. Wolfanger

COMPENSATION OF EXECUTIVE OFFICERS

The following tables and discussion provide information about compensation of the Company’s Chief Executive Officer, its Chief Financial Officer and its three other most highly compensated executive officers.

Summary Compensation Table

																										Change in Pension
																										Value and
																										Nonqualified
																						Non-Equity				Deferred
																						Incentive Plan				Compensation				All Other
Name and Principal Position (1)		Fiscal Year				Salary (2)				Bonus (3)				Stock Awards (4)				Option Awards (5)				Compensation (6)				Earnings				Compensation (7)				Total
Victoria M. Holt			2010			$	92,500			$	250,000			$	983,331			$	933,333			$	0				None			$	68,444			$	2,327,608
President and Chief Executive Officer			2009				N/A				N/A				N/A				N/A				N/A				N/A				N/A				N/A
			2008				N/A				N/A				N/A				N/A				N/A				N/A				N/A				N/A
Myles S. Odaniell			2010			$	582,500				None			$	505,342			$	860,515			$	0				None			$	498,338			$	2,446,695
Former President and Chief Executive Officer			2009			$	635,000				None			$	334,815			$	185,543			$	500,000				None			$	37,456			$	1,692,814
			2008			$	545,000				None			$	1,000,315			$	499,912			$	198,250				None			$	495,305			$	2,738,782
Randy C. Martin			2010			$	356,000				None			$	189,500			$	322,695			$	32,040				None			$	18,891			$	919,126
Executive Vice President — Corporate Development			2009			$	345,320				None			$	111,605			$	61,848			$	159,880				None			$	44,452			$	723,105
and Chief Financial Officer			2008			$	417,873				None			$	378,431			$	180,188			$	58,050				None			$	57,200			$	1,091,742
Steven J. Ploeger			2010			$	102,692				None			$	160,026			$	272,497			$	0				None			$	113,386			$	648,602
Former Executive Vice President — Custom Sheet and			2009			$	350,797				None			$	111,605			$	61,848			$	155,608				None			$	44,964			$	724,822
Rollstock			2008			$	350,462				None			$	378,431			$	180,188			$	48,060				None			$	56,685			$	1,013,826
Janet E. Mann			2010			$	300,577				None			$	123,527			$	210,347			$	38,750				None			$	64,863			$	738,064
Senior Vice President, Custom Sheet and Rollstock			2009			$	265,164				None			$	63,872			$	35,396			$	81,235				None			$	137,774			$	583,441
			2008				N/A				N/A				N/A				N/A				N/A				N/A				N/A				N/A
Michael L. Marcum			2010			$	290,000				None			$	123,527			$	210,347			$	26,100				None			$	13,786			$	663,760
Senior Vice President, Color & Specialty Compounds			2009			$	279,369				None			$	74,690			$	41,390			$	107,619				None			$	43,785			$	546,853
			2008			$	256,969				None			$	255,948			$	120,268			$	33,750				None			$	47,448			$	714,383
Rosemary L. Klein			2010			$	275,000				None			$	112,302			$	191,225			$	41,250				None			$	0			$	619,777
Senior Vice President, General Counsel			2009			$	185,096				None			$	42,902			$	21,677			$	52,690				None			$	0			$	302,365
and Corporate Secretarty			2008				N/A				N/A				N/A				N/A				N/A				None				N/A				N/A

Notes to Summary Compensation Table:

Other Compensation Table

						Company																								Other
						Contributions to																								Compensation
						Nonqualified				Company Matching				Dividends on																(Severance
						Deferred				Contributions to				Unvested												Automobile				Payments and
						Compensation Plan				401(k) Plan				Restricted Stock				Tax Gross Ups				Relocation				Allowance				Director Fees)				Total All Other
Name and Principal Position		Fiscal Year				(a)				(b)				(c)				(d)				(e)				(f)				(g)				Compensation
Victoria M. Holt			2010				None				None				None				None				None				None			$	68,444			$	68,444
President and Chief Executive Officer			2009				N/A				N/A				N/A				N/A				None				N/A				N/A				N/A
			2008				N/A				N/A				N/A				N/A				None				N/A				N/A				N/A
Myles S. Odaniell			2010				None			$	8,250				None			$	88				None				None			$	490,000			$	498,338
Former President and Chief Executive Officer			2009			$	30,000			$	3,000			$	4,368			$	88				None				None				N/A			$	37,456
			2008			$	0			$	7,750			$	16,162				None			$	471,393				None				N/A			$	495,305
Randy C. Martin			2010				None			$	8,250				None			$	441				None			$	10,200				N/A			$	18,891
Executive Vice President — Corporate Development			2009			$	30,000			$	1,643			$	2,168			$	441				None			$	10,200				N/A			$	44,452
and Chief Financial Officer			2008			$	30,000			$	7,750			$	8,022			$	371				None			$	11,057				N/A			$	57,200
Steven J. Ploeger			2010				None			$	2,311				None			$	441				None			$	2,942			$	107,692			$	113,386
Former Executive Vice President — Custom Sheet and			2009			$	30,000			$	2,170			$	2,153			$	441				None			$	10,200				N/A			$	44,964
Rollstock			2008			$	30,000			$	7,793			$	7,966			$	334				None			$	10,592				N/A			$	56,685
Janet E. Mann			2010				None			$	6,263				None			$	49			$	58,551				None				N/A			$	64,863
Senior Vice President, Custom Sheet and Rollstock			2009			$	16,622			$	2,538			$	968			$	49			$	117,597				None				N/A			$	137,774
			2008				N/A				N/A				N/A				N/A				N/A				N/A				N/A				N/A
Michael L. Marcum			2010				None			$	3,346				None			$	240				None			$	10,200				N/A			$	13,786
Senior Vice President, Color & Specialty Compounds			2009			$	30,000			$	2,023			$	1,322			$	240				None			$	10,200				N/A			$	43,785
			2008			$	24,937			$	3,150			$	4,891			$	197				None			$	14,273				N/A			$	47,448
Rosemary L. Klein			2010				None				None				None				None				None				None				N/A			$	0
Senior Vice President, General Counsel			2009				None				None				None				None				None				None				N/A			$	0
and Corporate Secretarty			2008				N/A				N/A				N/A				N/A				N/A				N/A				N/A				N/A

GRANTS OF PLAN-BASED AWARDS FOR FISCAL 2010

The following table sets forth information regarding plan-based awards granted to our NEOs for fiscal 2010. The three types of plan-based awards granted in fiscal 2010 are as follows:

Executive Bonus Plan

Awards under the Executive Bonus Plan are paid in cash. The criteria and method for determining the threshold, target and maximum amounts for 2010 are described in the “Short-Term Compensation Elements” in the “Compensation Discussion and Analysis” section above.

Restricted Stock

Restricted stock consists of Company common stock issued subject to conditions which prohibit sale or transfer of the stock during a prescribed vesting period, during which time the holder has the right to vote and receive dividends on the shares. The restricted stock awards vest at the rate of 25% per year from the date of grant. With certain exceptions, unvested shares are forfeited if the holder leaves the Company. In December 2009, the Compensation Committee awarded approximately 40% of the total dollar value of each participant’s target compensation under the LTI Program in the form of restricted stock. For purposes of the awards, the unit value of the restricted stock was the closing price of the common stock on the grant date (which is equal to the Company’s expense for financial accounting purposes); the number of shares granted to each participant was based on the total award value divided by the unit value.

SSARs

A stock-settled stock appreciation right, or SSAR, is economically equivalent to a stock option for the same number of shares, but it requires no cash to exercise and results in fewer shares issued by the Company. It gives the holder the right, upon exercise of the SSAR, to receive the net appreciation in value of a specified number of shares of Company common stock over a base price, which must be at least equal to the fair market value of the underlying shares on the grant date. Upon exercise the value of the award is payable to the holder in shares of Company common stock. Like a stock option, if the stock price does not appreciate during the award term, the award has no value. The SSARs become exercisable at the rate of 25% per year from the date of grant, and once exercisable, they may be exercised at the holder’s discretion for the remainder of their term, which is ten years; however, with certain exceptions they terminate if the holder leaves the Company. In December 2009, the Compensation Committee awarded approximately 60% of the total dollar value of each participant’s target compensation under the LTI Program in the form of SSARs. For purposes of the awards, the unit value of the SSARs was calculated under the Black-Scholes method (which is the same method used by management to calculate the Company’s expense for financial accounting purposes); the number of SSARs granted to each participant was based on the total award value divided by the unit value.

GRANTS OF PLAN-BASED AWARDS FOR FISCAL 2010

																												All Other Option
																								All Other Stock				Awards: Numer of				Exercise or Base
																								Awards: Number				Securities				Price of Option				Grant Date Fair
												Estimated Possible Payouts Under Non-Equity Incentive Plan												of Shares or Stock				Underlying				Awards (Per				Value of Stock and
												Awards (2)												or Units				Options				Share)				Option Awards
Name and Principal position		Type of Award		Approval Date (1)				Grant Date				Threshold				Target				Threshold				(3)				(4)				(4)				(3)(4)
Victoria M. Holt		Performance Based Bonus										$	—			$	—			$	—
President and Chief Executive Officer		Restricted Stock SSARs			9/1/2010 9/1/2010				9/13/2010 9/13/2010																133,715				221,169			$	6.98			$ $	933,331 933,333
Myles S. Odaniell		Performance Based Bonus										$	—			$	520,000			$	1,040,000
Former President and Chief Executive Officer		Restricted Stock SSARs			12/16/2009 12/16/2009				12/16/2009 12/16/2009																52,585				145,850			$	9.61			$ $	505,342 860,515
Randy C. Martin		Performance Based Bonus										$	—			$	213,600			$	427,200
Executive Vice President — Corporate Development and Chief Financial Officer		Restricted Stock SSARs			12/16/2009 12/16/2009				12/16/2009 12/16/2009																19,719				54,694			$	9.61			$ $	189,500 322,695
Steven J. Ploeger		Performance Based Bonus										$	—			$	213,600			$	427,200
Former Executive Vice President Custom Sheet and Rollstock		Restricted Stock SSARs			12/16/2009 12/16/2009				12/16/2009 12/16/2009																16,652				46,186			$	9.61			$ $	160,026 272,497
Janet E. Mann		Performance Based Bonus										$	—			$	155,000			$	310,000
Senior Vice President, Custom Sheet and Rollstock		Restricted Stock SSARs			12/16/2009 12/16/2009				12/16/2009 12/16/2009																12,854				35,652			$	9.61			$ $	123,527 210,347
Michael L. Marcum		Performance Based Bonus										$	—			$	174,000			$	348,000
Senior Vice President, Color & Specialty Compounds		Restricted Stock SSARs			12/16/2009 12/16/2009				12/16/2009 12/16/2009																12,854				35,652			$	9.61			$ $	123,527 210,347
Rosemary L. Klein		Performance Based Bonus										$	—			$	137,500			$	275,000
Senior Vice President, General Counsel and Corporate Secretarty		Restricted Stock SSARs			12/16/2009 12/16/2009				12/16/2009 12/16/2009																11,686				32,411			$	9.61			$ $	112,302 191,225

Notes to Grants of Plan-Based Awards Table:

OUTSTANDING EQUITY AWARDS AT OCTOBER 30, 2010

																										Stock Awards
						Option / SSAR Awards																				Restricted Stock Awards								Performance Shares
																																						Equity Incentive
																																		Equity Incentive				Plan Awards:
						Number of				Number of																								Plan Awards:				Market or Payout
						Securities				Securities																								Number of				Value of Unvested
						Underlying				Underlying																Number of				Market Value of				Unvested Unearned				Unearned Shares,
						Unexercised Option				Unexercised Option -												Unrealized Value of				Unvested Shares or				Unvested Shares or				Shares, Units or				Units or Other
						- Exercisable				Unexercisable				Option Exercise				Option Expiration				Exercisable Options				Units of Stock				Units of Stock				Other Rights				Rights
Name, Type of Award		Grant Date				(1)				(1)				Price				Date				(2)				(3)				(3)				(4)				(4)
Victoria M. Holt Restricted Stock			9/13/2010																								133,715			$	1,131,229
SSARs			9/13/2010				—				221,169			$	6.98				9/12/2020				—
Myles S. Odaniell SSARs			1/2/2008				55,300							$	14.31				9/8/2011				—
SSARs			1/28/2009				26,813							$	4.06				9/8/2011				117,977
Randy C. Martin Stock Option			12/6/2000				22,500				—			$	11.19				12/5/2010				—
Stock Option			12/6/2001				25,000				—			$	21.10				12/5/2011				—
Stock Option			12/12/2002				30,000				—			$	18.08				12/11/2012				—
Stock Option			12/11/2003				30,000				—			$	21.90				1210/2013				—
Stock Option			12/10/2004				36,000				—			$	26.02				12/9/2014				—
Stock Option			12/19/2005				30,000				—			$	21.19				12/18/2015				—
Restricted Stock			12/15/2006																								1,240			$	10,490
SSARs			12/15/2006				13,275				4,425			$	26.41				12/14/2016				—
Restricted Stock			12/19/2007																								8,980			$	75,971
SSARs			12/19/2007				21,050				21,050			$	13.53				12/18/2017				—
Restricted Stock			1/28/2009																								12,188			$	103,110
SSARs			1/28/2009				8,938				26,812			$	4.06				1/27/2019				39,327
Performance Shares			1/28/2009																																13,000			$	109,980
Restricted Stock			12/16/2009																								19,719			$	166,823
SSARs			12/16/2009				—				54,694			$	9.61				12/15/2019				—
Steven J. Ploeger SSARs			1/28/2009				8,938							$	4.06				1/27/2019				39,327
Janet E. Mann Restricted Stock			6/16/2008																								4,840			$	40,946
SSARs			6/16/2008				7,850				7,850			$	10.37				6/15/2018				—
Restricted Stock			1/28/2009																								6,975			$	59,009
SSARs			1/28/2009				5,115				15,345			$	4.06				1/27/2019				22,506
Performance Shares			1/28/2009																																7,440			$	62,942
Restricted Stock			12/16/2009																								12,854			$	108,745
SSARs			12/16/2009				—				35,652			$	9.61				12/15/2019				—
Michael L. Marcum Restricted Stock			12/15/2006																								340			$	2,876
SSARs			12/15/2006				3,525				1,175			$	26.41				12/14/2016				—
Restricted Stock			12/19/2007																								6,100			$	51,606
SSARs			12/19/2007				14,050				14,050			$	13.53				12/18/2017				—
Restricted Stock			1/28/2009																								8,156			$	69,000
SSARs			1/28/2009				5,981				17,944			$	4.06				1/27/2019				26,316
Performance Shares			1/28/2009																																8,700			$	73,602
Restricted Stock			12/16/2009																								12,854			$	108,745
SSARs			12/16/2009				—				35,652			$	9.61				12/15/2019				—
Rosemary L. Klein Restricted Stock			3/2/2009																								6,263			$	52,985
SSARs			3/2/2009				4,593				13,777			$	2.33				3/1/2019				28,155
Performance Shares			3/2/2009																																6,680			$	56,513
Restricted Stock			12/16/2009																								11,686			$	98,864
SSARs			12/16/2009				—				32,411			$	9.61				12/15/2019				—