Assuming all conditions are met, Retention Bonus A will be paid as soon as practicable in March 2019 and Retention Bonus B will be paid no later than March 15, 2019, and will be subject to withholding taxes as required by law. Retention Bonus A and Retention Bonus B (collectively, the “Retention Bonuses”) will be payable in addition to your regular annual salary, benefits and participation in the Company’s incentive compensation plans. Since the Retention Bonuses represent unique payments to you, the Retention Bonuses will not be considered in calculating compensation-related benefits (e.g., pension benefits).

The Retention Bonus will be payable within 30 days following the Retention Bonus Date. The Retention Bonus may be paid in cash, Common Stock or a combination of cash and Common Stock in ​’s discretion. If the Retention Bonus is paid in Common Stock, ​ shall have the right at its discretion to satisfy any applicable withholding taxes due upon payment of the Retention Bonus by withholding an appropriate number of shares of Common Stock otherwise issuable upon payment of the Retention Bonus.

Executive Retention Bonus. Myers Industries, Inc. (the “Company”) is offering to pay you (the “Executive”) the “Executive Retention Bonuses” set forth in the table below if you remain in the employ of the Company through each designated anniversary of the date you sign this Retention Bonus Agreement (each such anniversary, a “Designated Retention Date”). Each Retention Bonus will be paid, net of applicable tax withholding, as of the first payroll date following the related Designated Retention Date, if you are employed on that date.

The Seller will # act as a “sponsor” (as defined in §244.2 of the Risk Retention Rule) and # cause the HRR Certificates to be retained by a “third-party ​” (or any “majority-owned affiliate” thereof (as defined in the Risk Retention Rule)) in accordance with §244.7(b) of the Risk Retention Rule, and # retain (or cause a “majority-owned affiliate” (as defined in the Risk Retention Rule) of the Seller or an “originator” (as defined in the Risk Retention Rule) to retain) the RR Interests in accordance with the Risk Retention Rule. The Seller agrees that it shall comply and shall cause any “majority-owned affiliate” (as defined in the Risk Retention Rule) of the Seller to comply with the Risk Retention Rule.

Special Retention Bonus. Your potential Special Retention Bonus consists of two installments as follows:

As part of this agreement, you agree to continue to follow the policies and procedures established by the Company, which may change from time to time, work directions from the Company’s management team, and the provisions set forth herein. Payment of the respective Retention Bonuses will be subject to the Company being satisfied (in its reasonable judgment) with (1) your cooperation, diligence and loyalty through Retention Date A or Retention Date B, as the case may be, (2) your performance through Retention Date A or Retention Date B, as the case may be, (3) your compliance with all Company policies and procedures and other agreements with the Company through Retention Date A or Retention Date B, as the case may be, and (4) the continuation of your active employment with the Company through Retention Date A or Retention Date B, as the case may be.

“Retention Holder” means any Person that is the designated retention holder for purposes of satisfying U.S. or EU risk retention rules and that is not entitled to receive any [[Unknown Identifier]] #DNDocID \* [[Unknown Identifier]]

2.5The Executive agrees that any protections under his Amended and Restated Executive Retention Agreement, dated as of December 9, 2008 (the “Executive Retention Agreement”) will expire upon December 31, 2021, and the Executive Retention Agreement will terminate at that time.

Declaration of Easements recorded in O.R. Book 8791, Page 1564 and Amendments recorded in O.R. Book 8893, Page 1892; O.R. Book 9060, Page 4360 and O.R. Book 9658, Page 3700, Public Records of Orange County, Florida, granting certain easement rights for access, utilities, stormwater drainage and retention, sewer and signage, and to reserve certain rights for access and utilities, and the terms and conditions set forth therein.

“Encumbrance” means any security interests, mortgages, liens, pledges, charges, reservations, restrictions, rights of way, options, rights of first refusal, community property interests, equitable interests, conditional sale or other title retention agreements, any agreement to provide any of the foregoing and all other encumbrances, whether or not relating to the extension of credit or the borrowing of money, whether imposed by contract, Law, equity or otherwise.