MYE Myers Industries Inc

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

On April 26, 2023, Myers Industries, Inc. (the “Company”) adopted an amended and restated Senior Officer Severance Plan (“Severance Plan”) in which certain senior officers of the Company, including all named executive officers Mike McGaugh, President and Chief Executive Officer, Jeff Baker, Vice President Shared Services, Jim Gurnee Vice President Sales, Marketing and Commercial Excellence, Paul Johnson, Vice President, Distribution Management, and, upon his appointment as Executive Vice President and Chief Financial Officer effective May 8, 2023, Grant E. Fitz, are eligible to participate as Covered Officers. The Severance Plan, which was first adopted effective February 21, 2020 as reported in the Company’s Form 8-K filed February 27, 2020, provides certain severance benefits for Covered Officers in the event of certain terminations of employment, including in connection with a Change in Control of the Company.

Under the amended Severance Plan, if a Covered Officer’s employment is terminated by the Company other than for Cause or is terminated by the Covered Officer for Good Reason, but not in connection with a Change in Control, each as defined in the Severance Plan, and provided the Covered Officer delivers an effective release of claims as required, the Covered Officer will be entitled to the following severance benefits (the “Severance Benefits”):

(a) a single lump sum payment in an amount equal to any accrued obligations, plus

(b) health care coverage, disability coverage, life insurance coverage, and outplacement services for one year,

(c) any other amounts or benefits provided under any Company benefit plan, policy, practice, program, contract or arrangement; and

(d) outstanding stock options, restricted stock, restricted stock units, or similar awards granted to the Covered Officer under the Company’s long-term incentive plan or any successor or replacement equity-based incentive plan will be subject to the terms and conditions of the respective award or option agreement.

If, within 90 days prior to a Change in Control or 18 months following a Change in Control, a Covered Officer’s employment is terminated by the Company without Cause or by the Covered Officer for Good Reason, and provided that the Covered Officer delivers an effective release of claims as required, the Covered Officer will be entitled to the following payments and benefits (the “Change in Control Benefits”), in lieu of the Severance Benefits summarized above:

(a) a single lump sum payment in an amount equal to any accrued obligations plus the pro rata portion of the Covered Officer’s target annual bonus for the period commencing on the first day of the fiscal year in which the employment of the Covered Officer is terminated and ending on the termination date, plus

(b) health care coverage, disability and life insurance coverage for for up to 18 months and outplacement services for one year

(c) any other amounts or benefits provided under any Company benefit plan, policy, practice, program, contract or arrangement; and

(d) outstanding stock options, restricted stock, restricted stock units, or similar awards granted to the Covered Officer under the Company’s long-term incentive plan or any successor or replacement equity-based incentive plan will be subject to the terms and conditions of the respective award or option agreement.

Payment of any Severance Benefits or Change in Control Benefits under the Severance Plan is contingent upon a Covered Officer’s compliance with the non-compete, non-solicitation, and all other provisions of the Non-Competition and Non-Disclosure Agreement between the Company and the Covered Officer, the continued effectiveness of which is a condition to participation in the Severance Plan. Each Covered Officer also acknowledges and reaffirms that during the term of the Severance Plan and for the period set forth in the Non-Competition and Non-Disclosure Agreement, the Covered Officer will comply with the terms and conditions set forth in the Non-Competition and Non-Disclosure Agreement.

If the amounts payable to a Covered Officer, either alone or together with other payments and benefits that the Covered Officer has the right to receive from the Company or any of its Affiliates, would constitute a “parachute payment” under Section 280G of the Code, such payments and benefits shall be reduced by the amount, if any, that is the minimum necessary to result in no portion of the payments or benefits constituting a parachute payment under Section 280G of the Code if the Company’s then current independent registered public accounting firm (the “Accounting Firm”) determines that such reduction would result in the Covered Officer retaining, on an after-tax basis (taking into account federal, state and local income taxes, employment, social security and Medicare taxes, the imposition of the excise tax imposed by Section 4999 of Code or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest or penalties, are collectively referred to as the “Excise Tax”), and all other taxes, determined by applying the highest marginal rate under Section 1 of the Code and under state and local laws which applied (or is likely to apply) to the Covered Officer’s taxable income for the tax year in which the transaction which causes the application of Section 280G of the Code occurs, or such other rate(s) as the Accounting Firm determines to be likely to apply to the Covered Officer in the relevant tax year(s) in which any of the payments and benefits is expected to be made taxable) a larger amount as a result of such reduction than the Covered Officer would receive, on a similar after tax basis, if the Covered Officer received all of such payments and benefits.

The foregoing summary of material changes to the Severance Plan is not complete and is qualified in its entirety by reference to the full and complete terms of the Severance Plan, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.