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EMPLOYMENT AGREEMENT
  WITNESSETH
      1.
    
    Subject to Section 7, if the Executive remains in the employ of the Company until the
4th anniversary of the Effective Date, he will receive the value, less applicable taxes,
of 10,000 retention units determined as of the 4th anniversary of the Effective Date.2.
    
    Subject to Section 7, if Employee terminates employment with the Company before the
4th anniversary of the Effective Date, Employee will receive the value less applicable
taxes, of the corresponding number of retention units determined as of the date of termination
pursuant to the following schedule:
 Termination Date
    
    
    Number of Retention UnitsLess than 1 year after Effective Date
    
    
    
    01 year after Effective Date but less than 2 years after Effective Date
    
    
    
    3,0002 years after Effective Date but less than 3 years after Effective Date
    
    
    
    5,0003 years after Effective Date but less than 4 years after Effective Date
    
    
    
    7,000
 3.
    
    The value of one retention unit equals the value of one share of Lubrizol common stock based on
the closing price of a share of Lubrizol common stock on the applicable date as reported on the
NYSE composite tape.4.
    
    Any amount payable to Employee under this Agreement will be made within 30 days of the
applicable date.5.
    
    Employee further agrees as follows:
 (a)
    
    Employee agrees and acknowledges that the term Confidential and Proprietary
Information means any and all information not in the public domain, in any form, emanating
from or relating to Company or its subsidiaries, branches




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and affiliates, including, but not limited to, trade secrets, technical information,
methods of operation and procedures, know-how, improvements, price lists, financial data,
invoices and financial statements, computer programs, discs and printouts, sketches, and
plans (engineering or otherwise), customer lists, telephone numbers, names, addresses, or
any other compilation of information written or unwritten which is used in the business of
Company or any of its subsidiaries, branches or affiliates. For the purpose of this
paragraph (a), the term affiliate means a person that directly or indirectly controls, or
is controlled by, or is under common control with, Company. Employee agrees and
acknowledges that all Confidential and Proprietary Information, in any form, and copies and
extracts thereof, is and are and will remain the sole and exclusive property of Company and
upon termination of Employees employment with Company, Employee agrees to return to
Company the originals and all copies of any Confidential and Proprietary Information
provided to or acquired by Employee during the period of his employment. Employee
expressly agrees not to use the Confidential and Proprietary Information himself or for
others in any manner which is detrimental to the interests of Company and never to disclose
to any person (except to other of Companys directors, employees, and official
representatives, and then only on a need-to-know basis) or entity any Confidential and
Proprietary Information of Company either during the term of his employment or at any time
after termination of such employment, except upon the express written authorization and
consent of Company. Nothing contained herein shall be construed as restricting or creating
any liability for the disclosure, communication, or use of Confidential and Proprietary
Information that is disclosed as required by law or legal process. In the even that
Employee is requested or required by law or legal process to disclose any of the
Confidential and Proprietary Information, Employee shall provide the Company with prompt
oral and confirming written notice, unless notice is prohibited by law (in which case such
notice shall be provided as early as may be legally permissible), of any such request or
requirement so the Company may seek a protective order or other appropriate remedy.
Employee agrees to cooperate with Company, at the Companys expense, in any efforts to
obtain such remedies, but this provision shall not be construed to require Employee to
undertake litigation or other legal proceedings on Employees own behalf. In the event
that such protective order or other remedy is not promptly obtained, Employee may disclose
such Confidential and Proprietary Information.(b)
    
    Employee understands and acknowledges that each customer of Company will disclose
information concerning the customers business, which information will be within Companys
control in connection with Companys furnishing of products and/or services to its
customer. Employee covenants and agrees to hold such information in the strictest
confidence and shall treat such information in the same manner and be obligated by the
provisions of this Agreement as if such information were Confidential and Proprietary
Information, as defined in Section 5(a) above.
 6.
    
    Employee further agrees as follows:
 (a)
    
    Employee hereby assigns to Company the entire right, title and interest of Employee in
all inventions, discoveries, improvements, developments and ideas, including, but not
limited to, utility, design or plant patents, invention certificates, statutory invention
registrations, copyrights, computer programs, trademarks, trade secrets, whether or not
patentable (collectively Inventions), hereafter
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made or conceived by him, solely or jointly with others, during his employment,
or which are conceived or reduced to practice within one year following the termination of
employment hereunder.(b)
    
    This Section 6 does not apply to any Invention for which no equipment, supplies,
facilities, or trade secrets of Company are used and which is developed entirely on
Employees own time, unless
 (i)
    
    the Invention relates to the business of Company, or relates to Employers
actual or demonstrably anticipated research and development, or(ii)
    
    the Invention results from any work performed by Employee for Company.
Employee further understands that he has the burden of establishing any exception
described in this paragraph (b).
 (c)
    
    Employee agrees that in connection with each Invention covered by paragraph (a) above:
 (i)
    
    he will communicate the fact of the Invention promptly and fully to Company or
its designee and, if requested, make a specific assignment of title thereto to
Company or its designee;(ii)
    
    he will keep and maintain adequate and current written records thereof at all
stages, in the form of notes, sketches, drawings, and reports relating thereto,
which records shall be and remain the property of and be available to Company at
all times; and(iii)
    
    he will, during and after his employment by Company, without charge to
Company for his time but at its request and expense, assist Company and its
designees in every proper way to obtain and to cause to be vested in it or them
title to each Invention in all countries selected by Company, by executing all
necessary or desirable documents, including applications for patents and
assignments thereof, and otherwise assist Company at no expense to himself in the
prosecution for any Invention or in any litigation or other matter.
 (d)
    
    Employee represents that there are no Inventions conceived by him prior to his
employment by Company which are excluded from the provisions of this Section 6, except the
following:
 (i)
    
    Inventions, if any, already published or disclosed in patents, applications,
statutory invention registrations or invention certificates already filed in the
United States or a foreign country;(ii)
    
    Others: None
 (e)
    
    Except with the prior written permission of Company, Employee will not disclose to
anyone other than the employees or official representatives, of Company, or use in other
than Companys business, any of Companys Inventions during or after his employment by
Company, unless and until and only to the extent that any such Inventions become public
knowledge and available for public use otherwise than by his act or omission.
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(f)
    
    Employee will not disclose to Company or induce Company to use, any inventions or
confidential information or data belonging to others.
 7.
    
    Company may terminate this Agreement at any time for cause. If Employee is terminated for
cause, Company will have no further obligation to Employee under this Agreement. For cause
termination means the following:
 (a)
    
    Employees breach of the patent covenants set forth in Section 6 hereof;(b)
    
    Employees material breach of the confidentiality covenants set forth in Section 5
hereof;(c)
    
    dishonest or obvious and willful misconduct by Employee; or(d)
    
    the conviction of a felony.
  8.
    
    If the Company terminates Employees employment for reasons other than those specified in
Section 7, Employee will receive the following (less any applicable taxes):
 (a)
    
    lump sum cash payment equal to one years base salary, paid within 30 days of the date
of termination;(b)
    
    pro-rated bonus paid based on actual results for the year of termination; and(c)
    
    COBRA coverage paid by the Company under Companys medical and dental program for the
period ending 12 months after the date of termination, or Employees ineligibility for
further coverage under the COBRA rules, whichever is earlier.
  9.
    
    Termination of this Agreement does not terminate Employees obligations of the confidentiality
and patents covenants of Sections 5 and 6.10.
    
    If any section, sub-section, paragraph or portion of this Agreement is, for any reason,
adjudged by a court of competent jurisdiction to be invalid or unenforceable, such judgment will
not affect, impair, or invalidate the remainder of this Agreement, but will be confined in its
operation to the provisions of this Agreement directly involved in the controversy in which such
judgment is rendered.11.
    
    This Agreement will in all respects be governed, construed, and enforced in accordance with the
laws of the State of Ohio, excluding its principles of conflicts of law, and the parties hereto
irrevocably commit to the jurisdiction of the courts of the State of Ohio, to resolve any disputes
arising hereunder or related hereto.
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12.
    
    This Agreement may be executed in one or more counterparts, each of which will be deemed to be
an original but all of which together will constitute one and the same agreement.
  EMPLOYEE
    
    
    
    NOVEON, INC.By:President
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