EX-10.7



 







Exhibit 10.7




POLYONE CORPORATION 

EXECUTIVE SEVERANCE PLAN 

(EFFECTIVE MAY 25, 2006)




ARTICLE I — PURPOSE




     The Board of Directors of PolyOne Corporation (the “Company”) hereby adopts the PolyOne
Corporation Executive Severance Plan (the “Plan”). The Plan is designed to provide severance
protection to certain officers of the Company who are expected to make substantial contributions to
the success of the Company and thereby provide for stability and continuity of operations.



ARTICLE
II — ESTABLISHMENT OF THE PLAN




     Section 2.1 The Plan is effective May 25, 2006 (the “Effective Date”).



     Section 2.2 Applicability of Plan. The benefits provided by the Plan shall be
available to Participants, as defined in Section 3.14.



     Section 2.3 Contractual Right to Benefits. Subject to the provisions of Article X
hereof, the Plan establishes and vests in each Participant a contractual right to the benefits to
which the Participant is entitled hereunder, enforceable by the Participant against the Company on
the terms and subject to the conditions hereof.



ARTICLE III — DEFINITIONS




     Section 3.1 “Affiliate” means, with respect to any person, any entity, directly or indirectly,
controlled by, controlling or under common control with such person.



     Section 3.2 “Base Salary” of a Participant means the Participant’s annual base salary as in
effect on the Termination Date.



     Section 3.3 “Board” means the Board of Directors of the Company.



     Section 3.4 “Cause” means the Participant’s commission of any of the following:




     (a) Serious violation or deliberate disregard of the Company’s policies;




     (b) Gross dereliction in the performance of Participant’s job duties and
responsibilities;




     (c) Violation of the Code of Business Conduct;




     (d) Misappropriation of property of the Company or an Affiliate;




     (e) Commission of an act of fraud upon, or bad faith, dishonesty or disloyalty toward
the Company or any of its Affiliates;



 









 






     (f) Breach of any of the covenants under Section 6.3 or Article VII;




     (g) An event of egregious misconduct involving serious moral turpitude to the extent
that, in the reasonable judgment of the Committee, the Participant’s credibility and
reputation no longer conforms to the standards applicable to Company executives; or




     (h) An act or omission that the Company reasonably determines may prejudice
significantly its best interests if the Participant’s employment is not terminated.



     Section 3.5 “Code” means the Internal Revenue Code of 1986, as amended.



     Section 3.6 “Committee” means the Compensation and Governance Committee of the Board, or any
successor committee of the Board that performs the executive compensation functions delegated to
the Committee as of the Effective Date.



     Section 3.7 “Disability” means a Participant’s incapacity due to physical or mental illness
that results in a Participant being absent from the Participant’s duties with an Employer on a
full-time basis for a period of 180 consecutive days.



     Section 3.8 “Elected Officer” means an officer of the Company who is elected to office by the
Board. An Elected Officer will not include an officer of the Company who is appointed by the
Board.



     Section 3.9 “Employer” means the Company or any Affiliate that employs a Participant.



     Section 3.10 “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.



     Section 3.11 “Executive Officer” means an Elected Officer who is elected to office by the
Board in the category of “Executive Officer.”



     Section 3.12 “Key Employee” means a key employee as defined in Section 416(i) of the Code
(without regard to paragraph (5) thereof) of an Employer any stock of which is publicly traded on
an established securities market or otherwise.



     Section 3.13 “Management Continuity Agreement” means an agreement entered into between the
Company and a Participant that sets forth benefits that the Company agrees to provide the
Participant under certain circumstances following a Change of Control (as defined in such
agreement).



     Section 3.14 “Participant” means an Elected Officer and any other employee of an Employer who
is expressly designated by the Committee as a Participant, who, after becoming a Participant, has
not entered into an employment, severance or other similar agreement with the Company (other than a
stock option, restricted stock, supplemental retirement, deferred compensation or similar plan or
agreement or other form of participant document entered into pursuant to an Employer-sponsored plan
that may contain provisions operative on a termination of the Participant’s employment or may
incidentally refer to accelerated vesting or accelerated



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payment upon a Change of Control (as defined in such separate plan or document), such as a
Management Continuity Agreement). Each individual who, as of the Effective Date, is an Elected
Officer shall become a Participant as of the Effective Date. Each individual who, after the
Effective Date, becomes an Elected Officer or is designed by the Committee as a Participant, shall
become a Participant as of the date so elected or designated. A Participant shall cease to be a
Participant hereunder when he or she is no longer an Elected Officer or, by action of the
Committee, is no longer a Participant.




     Section 3.15 “Plan Administrator” means the Company.



     Section 3.16 “Separation from Service” has the meaning set forth in Section 409A of the Code.



     Section 3.17 “Severance Payment” or “Severance Payments” means the amount or amounts to be
paid to a Participant under Article IV hereof.



     Section 3.18 “Severance Period” means (a) for all Executive Officers other than the Chief
Executive Officer of the Company, the period of time commencing on the Termination Date and
continuing until the second anniversary of the Termination Date, and (b) for all other
Participants, the period of time commencing on the Termination Date and continuing until the first
anniversary of the Termination Date.



     Section 3.19 “Termination Date” means the date on which the Participant’s employment with an
Employer terminates.



     Section 3.20 “409A Guidance” means Section 409A of the Code, including proposed, temporary or
final regulations or any other guidance issued by the Secretary of the Treasury and the Internal
Revenue Service with respect thereto.



ARTICLE
IV — SEVERANCE PAYMENTS




     Section 4.1 Right to Severance Payment.



     (a) Subject to Section 5.1, a Participant shall be entitled to receive from the Company
Severance Payments in the amount provided in Section 4.1(b), payable as described in Section
4.1(d), upon the termination by the Employers of the Participant’s employment without Cause
and for reasons other than death or Disability.



     (b) The amount of Severance Payments under this Section 4.1(b) shall equal the sum of:




     (i) the Participant’s Base Salary multiplied by (i) two in the case of
Executive Officers or (ii) one in the case of all other Participants; and




     (ii) the Participant’s annual bonus under the Company’s annual incentive
program in which the Participant participates as earned for the year in which the
Termination Date occurs;



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minus the sum of:




     (iii) the amount equal to the aggregate amount of any other cash payments in
the nature of severance payments, if any, paid or payable to the Participant by an
Employer pursuant to any agreement, plan, program, arrangement or requirement of
statutory or common law (other than this Plan or cash payments received in lieu of
stock incentives); and




     (iv) the amount, if any, the Participant may be required to repay to the
Company under the Company’s relocation program.



     (c) Except as provided in the following paragraph, in the event a Participant is
entitled to severance payments under this Article IV, the Company shall provide the
Participant continued participation in the Company’s medical, dental and vision plans (the
“Health Plans”) for the Severance Period, subject to the terms and conditions of the Health
Plans, including, but not limited to, timely payment of any employee contributions necessary
to maintain participation; provided, however, that such coverage shall be
provided only to the extent that such coverage would not be considered “deferred
compensation” subject to the requirements of Section 409A of the Code.



     The Participant’s continued participation in the Health Plans for the Severance Period
shall satisfy the Health Plans’ obligation to provide the Participant the right to
continuation coverage under the Health Plans pursuant to the Consolidated Omnibus Budget
Reconciliation Act of 1986, as amended; provided, however, that for any
Participant with a two-year Severance Period, continued participation in the Health Plans
shall be limited to the period beginning on the Termination Date and ending on the
eighteen-month anniversary of the Termination Date, and the Company shall pay such
Participant in a lump sum on the Initial Payment Date, as defined below, the present value
of continued participation in the Health Plans for the last six months of the Severance
Period.




(d) (i) The Severance Payment paid pursuant to Section 4.1(b)(i) shall be paid in
equal installments during the period beginning on the date 60 calendar days after
the Participant’s Separation from Service and ending at the end of the Severance
Period according to the Company’s then current payroll policies. The first
installment to which a Participant is entitled under this Section 4.1(d)(i) shall be
paid with the first normal pay period that occurs on or after 60 calendar days after
the Participant’s Separation from Service and shall include any installments that
would have been paid during the Severance Period but for the 60-day delay in
commencement of payment. The amount of each installment shall be equal to the total
amount of the Severance Payment paid pursuant to Section 4.1(b)(i) divided by the
number of payroll dates in the Severance Period.




     (ii) Except to the extent subject to a valid deferral election executed by the
Participant that would require payment at a different time, the Severance Payment
paid pursuant to Section 4.1(b)(ii) shall be paid during the calendar year
immediately following the calendar year in which the performance objectives giving
rise to such annual bonus payment are satisfied.



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     (iii) Notwithstanding the foregoing, if any of the Severance Payments described
in Section 4.1(d)(i) or Section 4.1(d)(ii) would be considered “nonqualified
deferred compensation,” within the meaning of Section 409A of the Code, then to the
extent necessary to comply with Section 409A of the Code and to the extent payable
to a Participant who is a Key Employee, such payment shall not be made during the
six-month period following the Participant’s Separation from Service. Any Severance
Payments that would, but for the foregoing sentence, be paid during such six-month
period, shall be paid to the Participant by the Company in cash and in full, as soon
as practicable following six months after the Participant’s Separation from Service
(the “Initial Payment Date”).




     (iv) If a Participant entitled to Severance Payments under this Section 4.1
should die before all amounts payable to him or her have been paid, such unpaid
amounts shall be paid as soon as practicable following the Participant’s death to
the Participant’s legal representative, if there be one, and, if not, to the
Participant’s spouse, parents, children or other relatives or dependents of such
Participant as the Company, in its discretion, may determine. Any payment so made
shall be a complete discharge of any liability with respect to such benefit.



     Section 4.2 Business Expenses. Each Participant shall be responsible for any personal
charges incurred on any Company credit card or other account used by the Participant prior to the
Participant’s Termination Date and the Participant shall pay all such charges when due. The
Company shall reimburse the Participant for any pending, reasonable business-related credit card
charges for which the Participant has not already been reimbursed as of the Participant’s
Termination Date provided the Participant files a proper travel and expense report.



     Section 4.3 Outplacement. Each Participant shall be eligible to initiate outplacement
services with the Company’s designated service provider within 90 days of the Termination Date.
Any fees for such outplacement benefits shall be paid by the Company directly to the outplacement
service provider and such services shall be completed within 12 months after the date the
Participant so initiates outplacement services.



     Section 4.4 Withholding. The Company shall withhold such amounts from the payments
described in this Article IV as are required by applicable tax or other law.



     Section 4.5 Other Rights and Obligations.




     (a) Nothing in this Plan will affect the rights that a Participant may have, based on
termination of the Participant’s employment as of the Termination Date, pursuant to any
agreement, policy, plan, program or arrangement of the Company providing for payment of
accrued vacation pay, long-term incentive compensation or retirement benefits under the
PolyOne Corporation Retirement Savings Plan or any other qualified or non-qualified
retirement plan of the Company or any Affiliate, which rights will be governed by the terms
thereof, as such agreements, policies, plans, programs or arrangements may be modified from
time to time consistent with the terms of such agreements, policies, plans, programs or
arrangements.



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     (b) Except as specifically set forth in this Plan, no other compensation or benefits
are due to a Participant under this Plan, the PolyOne Employee Transition Plan, the
Management Continuity Agreement, or any other agreement, policy or program of the Company.
If the Participant has entered into a Management Continuity Agreement with the Company and
is entitled to payment under such Management Continuity Agreement, then the Participant is
not eligible to receive benefits under this Plan.




     (c) In connection with the termination of the Participant’s employment, such
Participant shall follow the Company’s standard procedures relating to departing employees,
including, without limitation, returning (and providing confirmation that the Participant
has so returned) all Company owned property, documents and materials (including copies,
reproductions, summaries and/or analyses), and all other materials that contain, reflect,
summarize, describe, analyze or refer or relate to any items of Information (as defined in
Article VII below).




     (d) The Participant shall not be required to mitigate damages or the amount of the
Participant’s Severance Payment by seeking other employment or otherwise, nor, except as
provided in the following sentence, shall the amount of such payment be reduced by any
compensation earned by the Participant as a result of employment after the termination of
the Participant’s employment by the Employers. In the event a person receiving benefits
under the Plan is reemployed by an Employer, all payments then payable will cease.



ARTICLE V — RELEASE




     Section 5.1 Release. Notwithstanding anything to the contrary contained in this Plan,
a Participant shall not be entitled to receive any Severance Payment hereunder unless and until the
Participant has signed and returned to the Company a release (the “Release”) by the deadline
established by the Plan Administrator (which shall be no later than 50 calendar days after the
Participant’s Termination Date) and the period during which the Participant may revoke the Release,
if any, has elapsed. The Release, which shall be signed by the Participant no earlier than the
Participant’s Termination Date, shall be a written document, in a form prescribed by the Company,
intended to create a binding agreement by a Participant to release any claim that the Participant
has or may have against the Company and certain related entities and individuals, that arise on or
before the date on which Participant signs the Release, including, without limitation, any claims
under the federal Age Discrimination in Employment Act.



     Section 5.2 Breach. The Company’s payment obligations and the Participant’s
participation rights under Article IV shall cease in the event the Participant breaches any of the
covenants contained in the Release or in Articles VI or VII.



ARTICLE VI — NON-COMPETITION, NON- SOLICITATION, AND NON-DISPARAGEMENT




     Section 6.1 Non-Competition. From the Termination Date until the conclusion of the
Severance Period, a Participant shall not, without prior written consent of the Company (to be
decided by the Plan Administrator upon submission of a written request by the Participant



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describing the specific opportunity for which consent is sought), engage, directly or
indirectly, either personally or as an employee, director, partner, agent, representative, or
consultant for another, in any activity that competes directly or indirectly with the Company or
any of its Affiliates in any products, services, systems, or other business activities (or in any
product, service, system, or business activity that was under either active development or
consideration while the Participant was employed by the Company). The foregoing sentence of this
Section 6.1 is intended to cover and encompass activity by a Participant that poses a competitive
threat to the Company or any of its Affiliates. The Company competes worldwide in the sale of
products, services, systems, and business activities and the market for technology related to its
products, services, systems, and business activities is worldwide. For purposes of this Section
6.1, indirect competition shall include engaging in any of the prohibited activities through an
intermediary or third-party or as a shareholder of any corporation in which a Participant or
Participant’s immediate family member owns, directly or indirectly, individually or in the
aggregate, more than five percent (5%) of the outstanding stock.




     Section 6.2 Non-Solicitation. From the Termination Date until the conclusion of the
Severance Period, a Participant shall not directly or indirectly (a) induce or assist others in
inducing any person who is an employee, officer, consultant, or agent of the Company or its
Affiliates to give up employment or business affiliation with the Company or its Affiliates; or (b)
employ or associate in business with any person who is employed by or associated in business with
the Company or its Affiliates at any time during the Severance Period or in the one-year period
prior to the Termination Date; provided, however, that the foregoing shall not
prohibit the Participant, or any business with whom Participant becomes associated, from engaging
in general solicitations of employment or hiring persons that respond to such solicitations. In
the event that the scope of the restrictions in Sections 6.1 or 6.2 are found overly broad, a court
should reform the restrictions by limiting them to the maximum reasonable scope.



     Section 6.3 Statements to Third Parties. A Participant shall not, directly or
indirectly, make or cause to be made any statements to any third parties criticizing or disparaging
the Company or comment on its character or business reputation. A Participant further shall not:
(a) comment to others concerning the status, plans or prospects of the business of the Company, or
(b) engage in any act or omission that would be detrimental, financially or otherwise, to the
Company, or that would subject the Company to public disrespect, scandal, or ridicule. For
purposes of this Section 6.3, the “Company” shall mean PolyOne Corporation and its directors,
officers, predecessors, and Affiliates. The foregoing undertakings shall not apply to any
statements or opinions that are made under oath in any investigation, civil or administrative
proceeding or arbitration in which the individual has been compelled to testify by subpoena or
other judicial process or which are privileged communications.



ARTICLE
VII — CONFIDENTIAL INFORMATION




     As an employee of the Company or an Affiliate, a Participant may have created or had access to
information, trade secrets, substances and inventions including confidential information relating
to the business or interests of persons with whom the Company or any of its Affiliates may have
commercial, technical, or scientific relations (“Information”) that is valuable to the Company or
any of its Affiliates and may lose its value if disclosed to third parties. Participants shall
treat all such Information as confidential and belonging to the Company and take all actions



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reasonably requested to confirm such ownership. A Participant shall not, without the prior written
consent of the Company, disclose or use the Information. This non-disclosure obligation shall
continue until such Information becomes public knowledge through no fault of the Participant. A
Participant shall promptly inform the Company of any request, order, or legal process requesting or
requiring the Participant to disclose Information. A Participant shall cooperate with legal
efforts by the Company to prevent or limit disclosure of Information.



ARTICLE VIII — SUCCESSORS; THIRD PARTY BENEFICIARIES




     Section 8.1 Participant’s Successors. This Plan shall inure to the benefit of and be
enforceable by the Participant’s personal or legal representatives, executors, administrators,
successors, heirs, distributees and/or legatees.



     Section 8.2 Exclusive Benefit. This Plan is intended to be for the exclusive benefit
of the Company and the Participants, and except as provided in Section 8.1, no third party shall
have any rights hereunder.



ARTICLE
IX — AMENDMENT AND TERMINATION




     The Company, through the Committee, reserves the right to amend or terminate the Plan at any
time without any prior notice to or approval of any Participant without any notice to or approval
of any other Employer. Any such amendment or termination may be retroactive to any date up to and
including the effective date of the Plan; provided, however, that no such
amendment, modification or change shall adversely affect any benefit under the Plan previously paid
or provided to a Participant (or a Participant’s successor in interest).



ARTICLE
X — ADMINISTRATION OF PLAN




     Section 10.1 Administration.




     (a) The Plan shall be administered by the Plan Administrator. The Plan Administrator
shall have the sole and absolute discretion to interpret where necessary all provisions of
the Plan (including, without limitation, by supplying omissions from, correcting
deficiencies in, or resolving inconsistencies or ambiguities in, the language of the Plan),
to make factual findings with respect to any issue arising under the Plan, to determine the
rights and status under the Plan of Participants or other persons, to resolve questions
(including factual questions) or disputes arising under the Plan and to make any
determinations with respect to the benefits payable under the Plan and the persons entitled
thereto as may be necessary for the purposes of the Plan. Without limiting the generality
of the foregoing, the Plan Administrator is hereby granted the authority (i) to determine
whether a particular employee is a Participant, and (ii) to determine if a person is
entitled to benefits hereunder and, if so, the amount and duration of such benefits. The
Plan Administrator’s determination of the rights of any person hereunder shall be final and
binding on all persons, subject only to the provisions of Section 10.3 hereof.




     (b) The Plan Administrator may delegate any of its administrative duties, including,
without limitation, duties with respect to the processing, review, investigation, approval
and payment of benefits, to a named administrator or administrators.



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     (c) The Plan Administrator shall not take any action that would violate any provisions
of Section 409A of the Code. The Plan Administrator is authorized to adopt rules or
regulations deemed necessary or appropriate in connection therewith to anticipate and/or
comply with the requirements thereof (including any transition rules thereunder).



     Section 10.2 Regulations. The Plan Administrator shall promulgate any rules and
regulations it deems necessary in order to carry out the purposes of the Plan or to interpret the
provisions of the Plan; provided, however, that no rule, regulation or
interpretation shall be contrary to the provisions of the Plan or the 409A Guidance. The rules,
regulations and interpretations made by the Plan Administrator shall, subject only to the
provisions of Section 10.3 hereof, be final and binding on all persons.



     Section 10.3 Claims Procedures.




     (a) The Plan Administrator shall determine the rights of any person to any benefit
hereunder. Any person who believes that he or she has not received the benefit to which he
or she is entitled under the Plan must file a claim in writing with the Plan Administrator
specifying the basis for his or her claim and the facts upon which he or she relies in
making such a claim.



     (b) The Plan Administrator will notify the claimant of its decision regarding his or
her claim within a reasonable period of time, but not later than 90 days following the date
on which the claim is filed, unless special circumstances require a longer period for
adjudication and the claimant is notified in writing of the reasons for an extension of time
prior to the end of the initial 90-day period and the date by which the Plan Administrator
expects to make the final decision. In no event will the Plan Administrator be given an
extension for processing the claim beyond 180 days after the date on which the claim is
first filed with the Plan Administrator.



     If such a claim is denied, the Plan Administrator’s notice will be in writing, will be written
in a manner calculated to be understood by the claimant and will contain the following information:




     (i) The specific reason(s) for the denial;




     (ii) A specific reference to the pertinent Plan provision(s) on which the
denial is based;




     (iii) A description of additional information or material necessary for the
claimant to perfect his or her claim, if any, and an explanation of why such
information or material is necessary; and




     (iv) An explanation of the Plan’s claim review procedure and the applicable
time limits under such procedure and a statement as to the claimant’s right to bring
a civil action under ERISA after all of the Plan’s review procedures have been
satisfied.



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     If additional information is needed, the claimant shall be provided at least 45 days within
which to provide the information and any otherwise applicable time period for making a
determination shall be suspended during the period the information is being obtained.



     Within 60 days after receipt of a denial of a claim, the claimant must file with the Plan
Administrator, a written request for review of such claim. If a request for review is not filed
within such 60-day period, the claimant shall be deemed to have acquiesced in the original decision
of the Plan Administrator on his or her claim. If a request for review is filed, the Plan
Administrator shall conduct a full and fair review of the claim. The claimant will be provided,
upon request and free of charge, reasonable access to and copies of all documents and information
relevant to the claim for benefits. The claimant may submit issues and comments in writing, and
the review must take into account all information submitted by the claimant regardless of whether
it was reviewed as part of the initial determination. The decision by the Plan Administrator with
respect to the review must be given within 60 days after receipt of the request for review, unless
circumstances warrant an extension of time not to exceed an additional 60 days. If this occurs,
written notice of the extension will be furnished to the claimant before the end of the initial
60-day period, indicating the special circumstances requiring the extension and the date by which
the Plan Administrator expects to make the final decision. The decision shall be written in a
manner calculated to be understood by the claimant, and it shall include



     (A) The specific reason(s) for the denial;



     (B) A reference to the specific Plan provision(s) on which the denial is based;



     (C) A statement that the claimant is entitled to receive, upon request and free of charge,
reasonable access to and copies of all information relevant to the claimant’s claim for benefits;
and



     (D) A statement describing any voluntary appeal procedures offered by the Plan and a statement
of the claimant’s right to bring a civil action under ERISA.



     The Plan Administrator’s decision on review shall be, to the extent permitted by applicable
law, final and binding on all interested persons.



     Section 10.4 Mediation. After a Participant has exhausted all administrative remedies
as provided in Section 10.3, the Participant may submit any dispute to mediation by written notice
to the other party or parties. The mediator shall be selected by agreement of the parties. If the
parties cannot agree on a mediator, a mediator shall be designated by the American Arbitration
Association at the request of a party. Any mediator so designated must be acceptable to all
parties. The mediation shall be conducted as specified by the mediator and agreed upon by the
parties. The parties agree to discuss their differences in good faith and to attempt, with
facilitation by the mediator, to reach an amicable resolution of the dispute. The mediation shall
be treated as a settlement discussion and therefore shall be confidential. The mediator may not
testify for either party in any later proceeding relating to the dispute. No recording or
transcript shall be made of the mediation proceedings. Each party shall bear its own costs in the
mediation. The fees and expenses of the mediator shall be shared equally by the parties.



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ARTICLE XI — MISCELLANEOUS




     Section 11.1 Alienation. Except as otherwise required by law, no benefit shall be
subject in any way to alienation, sale, transfer, assignment, pledge, attachment, garnishment,
execution or encumbrance of any kind, and any attempt to accomplish the same shall be void.



     Section 11.2 Incapacity. Benefits shall be payable hereunder only to a Participant
who is eligible therefore, except that if the Company shall find that such Participant is unable to
manage his or her affairs for any reason, any benefit payable to him or her shall be paid to his or
her duly appointed legal representative, if there be one, and, if not, to the spouse, parents,
children or other relatives or dependents of such Participant as the Company, in its discretion,
may determine. Any payment so made shall be a complete discharge of any liability with respect to
such benefit.



     Section 11.3 Employment Rights. The Participant’s rights, and the Company’s rights to
discharge a Participant shall not be enlarged or affected by reason of the Plan. Nothing contained
in the Plan shall be deemed to alter in any manner the management rights of the Company or any of
its Affiliates.



     Section 11.4 Notices. For all purposes of this Plan, all communications, including,
without limitation, notices, consents, requests or approvals provided for herein, shall be in
writing and shall be deemed to have been duly given when delivered, addressed to the Company (to
the attention of the Chief Legal Officer) at its principal executive offices and to any Participant
at his principal residential address on file with the Company, or to such other address as any
party may have furnished to the other in writing and in accordance herewith. Notices of change of
address shall be effective only upon receipt.



     Section 11.5 Governing Law. Any dispute, controversy, or claim of whatever nature
arising out of or relating to this Plan or breach thereof shall be governed by and under the laws
of the State of Ohio without regard to conflict of law principles.



     Section 11.6 Validity. The invalidity or unenforceability of any provision of this
Plan shall not affect the validity or enforceability of any other provision of this Plan, which
shall nevertheless remain in full force and effect.



     Section 11.7 Captions and Paragraph Headings. Captions and paragraph headings used
herein are for convenience and are not part of this Plan and shall not be used in construing it.




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