EX-10.2






Exhibit 10.2




CONSULTING AGREEMENT




     This Consulting Agreement (this “Agreement”), dated as of September 9, 2008 (the
“Effective Date”), is entered into by and between PolyOne Corporation, an Ohio corporation
(the “Company”), and W. David Wilson (“Consultant”).



RECITALS




     WHEREAS, the Company believes that Consultant’s expertise and knowledge will enhance the
Company’s business;



     WHEREAS, the Company wishes to retain Consultant to perform consulting services and fulfill
certain related duties and obligations under the terms and conditions of this Agreement, commencing
on the Effective Date; and



     NOW, THEREFORE, in consideration of (a) the mutual covenants and agreements set forth in this
Agreement, and (b) other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the parties hereto agree as follows:



     1. Consulting Services.



          (a) Capacity. The Company hereby retains Consultant on a non-exclusive basis with
respect to the business of the Company and its subsidiaries for the purpose of providing consulting
services and deliverables related to such project or projects designated by the Compensation and
Governance Committee of the Board of Directors of the Company (the “C&G Committee”)
(collectively, the “Project”) at the request of the Company (the “Project Consulting
Services”). In addition to the Project Consulting Services, Consultant shall provide Company
with other consulting services at the request of the Company (the “Additional Consulting
Services”). Consultant hereby accepts such position upon the terms and the conditions set
forth herein, and shall perform such duties as may be mutually agreed upon by the Company and
Consultant.




          (b) Term and Operation. This Agreement will commence on the Effective Date and shall
continue until, and shall end upon, December 31, 2008. Notwithstanding the foregoing, this
Agreement may be terminated by either party in writing upon fifteen (15) days written notice to the
other party. This Agreement will terminate automatically on the death of Consultant.




          (c) Compensation.





     (i) In consideration of Consultant’s performance of the Project Consulting
Services, the Company shall make a lump sum payment to Consultant upon the
successful completion of the Project and no later than March 15, 2009, in an amount
determined by the C&G Committee, or its delegate, in its sole discretion;
provided however, notwithstanding any provision of this Agreement to
the contrary, the Company’s obligation to make such lump sum payment to



					
	 	 	 	 	 
	 
	 	 
	 	Wilson Consulting Agreement






 









 






Consultant is contingent upon Consultant’s reaffirmation of the release set
forth in the Severance Agreement and Release, dated as of August 18, 2008 by and
between the Company and Consultant (the “Release”).




     (ii) In consideration of Consultant’s performance of the Additional Consulting
Services, during the term of this Agreement the Company shall pay Consultant at a
rate of $190.00 per hour, such amount to be paid in installments based on the
Company’s practices as may be in effect from time to time.



          (d) Reimbursement of Expenses. In the event that the Company requests that Consultant
perform Project Consulting Services or Additional Consulting Services outside the area where
Consultant resides and travel is pre-approved, the Company shall compensate Consultant for
reasonable and documented travel expenses in accordance with and to the same extent employees of
the Company are reimbursed under the Company’s Travel and Expense Policy. Consultant shall make
and retain accurate records of disbursements and expenses and shall make the records available to
the Company for inspection upon request. Consultant shall invoice the Company every month for his
expenses. Invoices shall be submitted to Kenneth M. Smith, Senior Vice President and Chief Human
Resources Officer, for payment authorization.




     2. Confidentiality; Competitive Activity; Nonsolicitation. Consultant acknowledges
that Sections 8, 9 and 10 of the Release set forth certain restrictive covenants that prohibit
Consultant from disclosing confidential information, engaging in competitive activity and/or
soliciting employees of the Company (the “Restrictive Covenants”). Notwithstanding any
provision of this Agreement to the contrary, the Company shall not be obligated to make any payment
under subparagraphs 1(c) and 1(d) if Consultant breaches any of the Restrictive Covenants.



     3. Independent Contractor. During the term of this Agreement, Consultant will at all
times be and remain an independent contractor. Consultant shall be free to exercise Consultant’s
own judgment as to the manner and method of providing the consulting services to the Company,
subject to applicable laws and requirements reasonably imposed by the Company. Consultant
acknowledges and agrees that, during the term of this Agreement, Consultant will not be treated as
an employee of the Company or any of its affiliates for purposes of federal, state, local or
foreign income tax withholding, nor unless otherwise specifically provided by law, for purposes of
the Federal Insurance Contributions Act, the Social Security Act, the Federal Unemployment Tax Act
or any Worker’s Compensation law of any state or country and for purposes of benefits provided to
employees of the Company or any of its affiliates under any employee benefit plan. Consultant
acknowledges and agrees that as an independent contractor, Consultant will be required, during the
term of this Agreement, to pay any applicable taxes on the fees paid to Consultant. Consultant
shall indemnify, hold harmless and defend the Company for all tax and other liabilities (including,
without limitation, reasonable fees and expenses of attorneys and other professionals) arising out
of or relating to Consultant’s failure to report and pay all employment income taxes or other taxes
due on taxable amounts paid to or on behalf of Consultant by the Company.



					
	 	 	 	 	 
	 
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	 	Wilson Consulting Agreement






 









 





     4. Inventions and Works for Hire. Consultant acknowledges that all work created by
him in the performance of his services hereunder on behalf of the Company constitutes intellectual
property of the Company or its assignees. Consultant hereby grants to the Company or its assignees
full ownership to all work product created in performance of his consulting duties for the Company.
The work product shall become confidential information of the Company and protected accordingly.
Types of work product include without limitation: ideas, concepts, data, designs, and compilations,
authored or conceived by Consultant in the course of this Agreement. Consultant will cooperate
with the Company to review and sign such documents provided by the Company as are necessary for the
Company to seek copyright or patent protection relating to such work product.



     5. Severability. Whenever possible, each provision of this Agreement shall be
interpreted in such manner as to be effective and valid under applicable law, but if any provision
of this Agreement is held to be invalid or unenforceable in any respect under any applicable law,
such invalidity or unenforceability shall not affect any other provision, but this Agreement shall
be reformed, construed and enforced as if such invalid or unenforceable provision had never been
contained herein.



     6. Complete Agreement. This Agreement embodies the complete agreement and
understanding between the parties with respect to the subject matter hereof and effective as of its
date supersedes and preempts any prior understandings, agreements or representations by or between
the parties, written or oral, which may have related to the subject matter hereof in any way.



     7. 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.



     8. Successors and Assigns. This Agreement shall bind and inure to the benefit of and
be enforceable by Consultant, the Company and their respective heirs, executors, personal
representatives, successors and assigns, except that neither party may assign any rights or
delegate any obligations hereunder without the prior written consent of the other party. Consultant
hereby consents to the assignment by the Company of all of its rights and obligations hereunder to
any successor to the Company by merger or consolidation or purchase of all or substantially all of
the Company’s assets, provided such transferee or successor assumes the liabilities of the Company
hereunder.



     9. Choice of Law. This Agreement shall be governed by, and construed in accordance
with, the internal, substantive laws of the State of Ohio. Consultant agrees that the state and
federal courts located in the State of Ohio shall have jurisdiction in any action, suit or
proceeding against Consultant based on or arising out of this Agreement and Consultant hereby: (a)
submits to the personal jurisdiction of such courts; (b) consents to service of process in
connection with any action, suit or proceeding against Consultant; and (c) waives any other
requirement (whether imposed by statute, rule of court or otherwise) with respect to personal
jurisdiction, venue or service of process.



					
	 	 	 	 	 
	 
	 	-3-
	 	Wilson Consulting Agreement






 









 





     10. Amendment and Waiver. The provisions of this Agreement may be amended or waived
only with the prior written consent of the Company and Consultant, and no course of conduct or
failure or delay in enforcing the provisions of this Agreement shall affect the validity, binding
effect or enforceability of this Agreement.



[SIGNATURES ON FOLLOWING PAGE]




					
	 	 	 	 	 
	 
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	 	Wilson Consulting Agreement






 









 





     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and year first
above written.



	 	 	 	 	 
	 	POLYONE CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	Kenneth M. Smith 	 
	 	 	Title:  	Senior Vice President, CIO & CHRO 	 
	 
	 	W. David Wilson	 







					
	 	 	 	 	 
	 
	 	-5-
	 	Wilson Consulting Agreement