exv10w1











Exhibit 10.1




February 17, 2010




Attn: [                    ]

PolyOne Corporation




POLYONE CORPORATION INCENTIVE AWARD




Grant of Restricted Stock Units



THIS AGREEMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED. THE COMMON SHARES OF THE COMPANY ARE LISTED ON THE NEW YORK STOCK
EXCHANGE.


Dear [                    ]:




          Subject to the terms and conditions of the 2008 Equity and Performance Incentive Plan (the
“Plan”) and this letter agreement (this “Agreement”), the Compensation Committee of the Board of
Directors (the “Committee”) of PolyOne Corporation (“PolyOne”) (or a subcommittee thereof) has
granted to you as of February 17, 2010, the following award:





[          ] restricted stock units (the “Restricted Stock Units”), which shall become
non-forfeitable in accordance with Section 1 hereof. Each Restricted Stock Unit shall
represent one hypothetical share of PolyOne’s common stock, par value $0.01 per share (the
“Common Shares”) and shall at all times be equal in value to one Common Share.



          A copy of the Plan is available for your review through the Corporate Secretary’s office.
Unless otherwise indicated, the capitalized terms used in this Agreement shall have the same
meanings as set forth in the Plan.





	1.	 	Vesting of Restricted Stock Units.






	 	(a)	 	Provided that you have been in the continuous employ of PolyOne or a Subsidiary
from the date hereof until February 17, 2013 (the “Restriction Period”), the Restricted
Stock Units shall become non-forfeitable on February 17, 2013 (the “Vesting Date”).
	 
	 	(b)	 	Notwithstanding the provisions of Section 1(a), (i) all of the Restricted Stock
Units shall immediately become non-forfeitable if a Change of Control (as defined on
Exhibit A to this Agreement) occurs, and (ii) a pro-rata portion of the





 









 











	 	 	 	Restricted Stock Units shall immediately become non-forfeitable if your employment
terminates prior to February 17, 2013 due to (A) your retirement at age 55 or older
with at least 10 years of service, (B) your retirement at age 58 or older with at
least 5 years of service, (C) your permanent and total disability (as defined under
the relevant disability plan or program of PolyOne or a Subsidiary in which you then
participate), or (D) your death, such proration to be based on the portion of the
Restriction Period during which you were employed by PolyOne.






	2.	 	Other Termination. If your employment with PolyOne or a Subsidiary terminates before
the Vesting Date for any reason other than as set forth in Section 1(b)(ii) and before a
Change of Control, the Restricted Stock Units will be forfeited.
	 
	3.	 	Payment of Restricted Stock Units.






	 	(a)	 	The Restricted Stock Units that have become non-forfeitable pursuant to Section
1 will be paid in Common Shares transferred to you on the 10th business day following
the Vesting Date, provided, however, that, subject to Section 3(b), (i)
in the event a Change of Control occurs prior to the Vesting Date or (ii) in the event
your employment terminates on account of the reasons set forth in Section 1(b)(ii)
prior to the Vesting Date, the Restricted Stock Units will be paid on the 10th business
day following such Change of Control or the date of the termination of your employment,
whichever applies. If PolyOne determines that it is required to withhold any federal,
state, local or foreign taxes from any payment, PolyOne may withhold Common Shares with
a Market Value per Share equal to the amount of these taxes from the payment.






	(b)	 	If the event triggering the right to payment under Section 3(a) above does not
constitute a permitted distribution event under Section 409A(a)(2) of the Code, then
notwithstanding anything herein to the contrary, the payment of Common Shares will be
made to you, to the extent necessary to comply with Section 409A of the Code, on the
earliest of (i) your “separation from service” with PolyOne or a Subsidiary (determined
in accordance with Section 409A) that occurs after the event giving rise to payment;
(ii) the Vesting Date (to the extent it constitutes a permitted distribution event); or
(iii) your death. In addition, if you are a “key employee” as determined pursuant to
procedures adopted by PolyOne in compliance with Section 409A of the Code and any
payment of Common Shares made pursuant to this Agreement is considered to be a
“deferral of compensation” (as such phrase is defined for purposes of Section 409A of
the Code) that is payable upon your “separation from service” (within the meaning of
Section 409A of the Code), then the payment date for such payment shall be the date
that is the first business day of the seventh month after the date of your “separation
from service” with PolyOne or a Subsidiary (determined in accordance with Section 409A
of the Code).






	4.	 	Dividend, Voting and Other Rights. You shall have no rights of ownership in the
Restricted Stock Units and shall have no right to vote them until the date on which the





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	 	 	Restricted Stock Units are transferred to you pursuant to Section 3. While the Restricted
Stock Units are still outstanding, on the date that PolyOne pays a cash dividend to holders
of Common Shares generally, you shall be entitled to a number of additional whole Restricted
Stock Units determined by dividing (i) the product of (A) the dollar amount of the cash
dividend paid per Common Share on such date and (B) the total number of Restricted Stock
Units (including dividend equivalents paid thereon) previously credited to you as of such
date, by (ii) the Market Value per Share on such date. Such dividend equivalents shall be
subject to the same terms and conditions and shall be settled or forfeited in the same
manner and at the same time as the Restricted Stock Units to which the dividend equivalents
were credited.






	5.	 	Adjustments. In the event of any change in the number of Common Shares by reason of
a merger, consolidation, reorganization, recapitalization, or similar transaction, or in the
event of a stock dividend, stock split, or distribution to shareholders (other than normal
cash dividends), the number of Restricted Stock Units then held by you will be adjusted. Such
adjustment shall be made automatically on the customary arithmetical basis in the case of any
stock split, including a stock split effected by means of a stock dividend, and in the case of
any other dividend paid in PolyOne Common Shares. If any such transaction or event occurs,
the Committee may provide in substitution for outstanding Restricted Stock Units such
alternative consideration (including, without limitation, in the form of cash, securities or
other property) as it may determine to be equitable in the circumstances and may require in
connection therewith the surrender of the Restricted Stock Units subject to this Agreement.
No adjustment provided for in this Section 5 will require PolyOne to issue any fractional
shares.
	 
	6.	 	Non-Assignability. The Restricted Stock Units subject to this grant of Restricted
Stock Units are personal to you and may not be sold, exchanged, assigned, transferred,
pledged, encumbered or otherwise disposed of by you until they become earned as provided in
this Agreement; provided, however, that your rights with respect to such
Restricted Stock Units may be transferred by will or pursuant to the laws of descent and
distribution. Any purported transfer or encumbrance in violation of the provisions of this
Section 6 shall be void, and the other party to any such purported transaction shall not
obtain any rights to or interest in such Restricted Stock Units.
	 
	7.	 	Miscellaneous.






	 	(a)	 	The contents of this Agreement are subject in all respects to the terms and
conditions of the Plan as approved by the Board and the shareholders of PolyOne, which
are controlling. The interpretation and construction by the Board and/or the Committee
of any provision of the Plan or this Agreement shall be final and conclusive upon you,
your estate, executor, administrator, beneficiaries, personal representative and
guardian and PolyOne and its successors and assigns.
	 
	 	(b)	 	The grant of the Restricted Stock Units is discretionary and will not be
considered to be an employment contract or a part of your terms and conditions of
employment or of your salary or compensation. Information about you and your
participation in the Plan, including, without limitation, your name, home address





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	 	 	 	and telephone number, date of birth, social security number or other identification
number, salary, nationality, job title, any shares of stock or directorships held in
PolyOne, and details of the Restricted Stock Units or other entitlement to shares of
stock awarded, cancelled, exercised, vested, unvested or outstanding in your favor
may be collected, recorded, held, used and disclosed by PolyOne and any of its
Subsidiaries and any non-PolyOne entities engaged by PolyOne to provide services in
connection with this grant (a “Third Party Administrator”), for any purpose related
to the administration of the Plan. You understand that PolyOne and its Subsidiaries
may transfer such information to Third Party Administrators, regardless of whether
such Third Party Administrators are located within your country of residence, the
European Economic Area or in countries outside of the European Economic Area,
including the United States of America. You consent to the processing of
information relating to you and your participation in the Plan in any one or more of
the ways referred to above. This consent may be withdrawn at any time in writing by
sending a declaration of withdrawal to PolyOne’s chief human resources officer.






	 	(c)	 	Any amendment to the Plan shall be deemed to be an amendment to this Agreement
to the extent that the amendment is applicable hereto. The terms and conditions of
this Agreement may not be modified, amended or waived, except by an instrument in
writing signed by a duly authorized executive officer at PolyOne. Notwithstanding the
foregoing, no amendment shall adversely affect your rights under this Agreement without
your consent.
	 
	 	(d)	 	By signing this Agreement, you acknowledge that you have entered into an
Employee Agreement [(the “Employee Agreement”)] with PolyOne. You understand that, as
set forth in Paragraph 5 and Attachment A of the Employee Agreement, you have agreed
not to engage in certain prohibited practices in competition with PolyOne following the
termination of your employment (hereinafter referred to as the “Covenant Not to
Compete”). You further acknowledge that as consideration for entering into the
Covenant Not to Compete, PolyOne is providing you the opportunity to participate in
PolyOne’s long-term incentive plan and receive the award set forth in this Agreement.
You understand that eligibility for participation in the long-term incentive plan was
conditioned upon entering into the Covenant Not to Compete. You further understand and
acknowledge that you would have been ineligible to participate in the long-term
incentive plan and receive this award had you decided not to agree to the Covenant Not
to Compete. You understand that the acknowledgment contained in this sub-section is a
part of the Employee Agreement and is to be interpreted in a manner consistent with its
terms.






	8.	 	Notice. All notices under this Agreement to PolyOne must be delivered personally or
mailed to PolyOne Corporation at PolyOne Center, Avon Lake, Ohio 44012, Attention: Corporate
Secretary. PolyOne’s address may be changed at any time by written notice of such change to
you. Also, all notices under this Agreement to you will be delivered personally or mailed to
you at your address as shown from time to time in PolyOne’s records.




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	9.	 	Compliance with Section 409A of the Code.






	 	(a)	 	To the extent applicable, it is intended that this Agreement and the Plan
comply with the provisions of Section 409A of the Code, so that the income inclusion
provisions of Section 409A(a)(1) of the Code do not apply to you. This Agreement and
the Plan shall be administered in a manner consistent with this intent.
	 
	 	(b)	 	Reference to Section 409A of the Code will also include any proposed, temporary
or final regulations, or any other guidance, promulgated with respect to such Section
by the U.S. Department of the Treasury or the Internal Revenue Service.






	10.	 	Counterparts. This Agreement may be executed in separate counterparts, each of which
shall be deemed to be an original and both of which taken together shall constitute one and
the same agreement.
	 
	11.	 	Severability. If one or more of the provisions of this Agreement is invalidated for
any reason by a court of competent jurisdiction, any provision so invalidated shall be deemed
to be separable from the other provisions hereof, and the remaining provisions hereof shall
continue to be valid and fully enforceable.





          This Agreement, and the terms and conditions of the Plan, shall bind, and inure to the benefit
of you, your estate, executor, administrator, beneficiaries, personal representative and guardian
and PolyOne and its successors and assigns.




	 	 	 	 	 
	 	Very Truly Yours,





POLYONE CORPORATION

 	 
	 	By:  	
 	 
	 	 	Kenneth M. Smith, Senior Vice President, 	 
	 	 	Chief Information and Human Resources Officer 	 
	 


Accepted:



                                                            










                                                        (Date)



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Exhibit A



A “Change of Control” means:



(a) the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or
14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of
beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of
voting securities of PolyOne where such acquisition causes such Person to own 25% or more of the
combined voting power of the then outstanding voting securities of PolyOne entitled to vote
generally in the election of directors (the “Outstanding Company Voting Securities”); provided,
however, that for purposes of this paragraph (a), the following acquisitions shall not be deemed to
result in a Change of Control: (i) any acquisition directly from PolyOne that is approved by the
Incumbent Board (as defined in paragraph (b) below), (ii) any acquisition by PolyOne, (iii) any
acquisition by any employee benefit plan (or related trust) sponsored or maintained by PolyOne or
any corporation controlled by PolyOne or (iv) any acquisition by any corporation pursuant to a
transaction that complies with clauses (i), (ii) and (iii) of paragraph (c) below; provided,
further, that if any Person’s beneficial ownership of the Outstanding Company Voting Securities
reaches or exceeds 25% as a result of a transaction described in clause (i) or (ii) above, and such
Person subsequently acquires beneficial ownership of additional voting securities of PolyOne, such
subsequent acquisition shall be treated as an acquisition that causes such Person to own 25% or
more of the Outstanding Company Voting Securities; and provided, further, that if at least a
majority of the members of the Incumbent Board determines in good faith that a Person has acquired
beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 25%
or more of the Outstanding Company Voting Securities inadvertently, and such Person divests as
promptly as practicable a sufficient number of shares so that such Person beneficially owns (within
the meaning of Rule 13d-3 promulgated under the Exchange Act) less than 25% of the Outstanding
Company Voting Securities, then no Change of Control shall have occurred as a result of such
Person’s acquisition; or



(b) individuals who, as of August 31, 2000, constitute the Board (the “Incumbent Board” as modified
by this paragraph (b)) cease for any reason to constitute at least a majority of the Board;
provided, however, that any individual becoming a director subsequent to August 31, 2000 whose
election, or nomination for election by PolyOne’s shareholders, was approved by a vote of at least
a majority of the directors then comprising the Incumbent Board (either by specific vote or by
approval of the proxy statement of PolyOne in which such person is named as a nominee for director,
without objection to such nomination) shall be considered as though such individual were a member
of the Incumbent Board, but excluding, for this purpose, any such individual whose initial
assumption of office occurs as a result of an actual or threatened election contest with respect to
the election or removal of directors or other actual or threatened solicitation of proxies or
consents by or on behalf of a Person other than the Board; or



(c) the consummation of a reorganization, merger or consolidation or sale or other disposition of
all or substantially all of the assets of PolyOne or the acquisition of assets of another
corporation or other transaction (“Business Combination”) excluding, however, such a Business
Combination pursuant to which (i) the individuals and entities who were the beneficial






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owners of the Outstanding Company Voting Securities immediately prior to such Business Combination
beneficially own, directly or indirectly, more than 60% of, respectively, the then outstanding
shares of common stock and the combined voting power of the then outstanding voting securities
entitled to vote generally in the election of directors, as the case may be, of the entity
resulting from such Business Combination (including, without limitation, an entity that as a result
of such transaction owns PolyOne or all or substantially all of PolyOne’s assets either directly or
through one or more subsidiaries), (ii) no Person (excluding any employee benefit plan (or related
trust) of PolyOne, PolyOne or such entity resulting from such Business Combination) beneficially
owns, directly or indirectly, 25% or more of the combined voting power of the then outstanding
securities entitled to vote generally in the election of directors of the entity resulting from
such Business Combination and (iii) at least a majority of the members of the board of directors of
the corporation resulting from such Business Combination were members of the Incumbent Board at the
time of the execution of the initial agreement, or of the action of the Board, providing for such
Business Combination; or



(d) approval by the shareholders of PolyOne of a complete liquidation or dissolution of PolyOne
except pursuant to a Business Combination that complies with clauses (i), (ii) and (iii) of
paragraph (c) above.







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