EX-10.1 Separation Agreement



 






Exhibit 10.1




EXECUTION COPY




SEPARATION AGREEMENT




     THIS SEPARATION AGREEMENT (this “Agreement”) is effective as of October 6, 2005 (the
“Termination Date”), by and between POLYONE CORPORATION (the “Company”) and THOMAS A. WALTERMIRE
(“Waltermire”).



WITNESSETH:




     WHEREAS, prior to the Termination Date Waltermire was the President and Chief Executive
Officer of the Company and a member of its Board of Directors;



     WHEREAS, Waltermire and the Company have jointly determined that, effective on the Termination
Date, Waltermire shall resign as a member of the Company’s Board of Directors and from his
employment with the Company and from any and all offices of the Company, and any other position,
office or directorship of any other entity for which he was serving at the request of the Company,
and begin a severance period;



     WHEREAS, the Company accepts Waltermire’s resignations as of the Termination Date;



     WHEREAS, the Company and Waltermire desire to set forth the payments and benefits that
Waltermire will be entitled to receive from the Company in connection with the cessation of his
employment with the Company;



     WHEREAS, the Company and Waltermire wish to resolve, settle and/or compromise certain matters,
claims and issues between them, including, without limitation, Waltermire’s resignation from the
offices he held and from his employment with the Company;



     WHEREAS, Waltermire is eligible to receive benefits under the PolyOne Employee Transition
Plan, and this Agreement is intended to fully satisfy any obligation of PolyOne under the PolyOne
Employee Transition Plan; and



     WHEREAS, Waltermire and the Company are parties to that certain Executive Management
Continuity Agreement (the “Continuity Agreement”), and this Agreement is intended to supersede and
replace in every respect the Continuity Agreement.



     NOW, THEREFORE, in consideration of the promises and agreements contained herein and other
good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, and
intending to be legally bound, the Company and Waltermire hereby agree as follows:



1. Resignation. Waltermire hereby resigns, effective on the Termination Date, his
positions as President and Chief Executive Officer of the Company and as a member of the Company’s
Board of Directors and any committees of the Board on which he serves. Waltermire further resigns,
effective on the Termination Date: (a) from all other offices of the Company to which he has been
elected by the Board of Directors of the Company (or to which he has otherwise been appointed), (b)
from all directorships or offices of any entity that is a subsidiary of, or is otherwise related to
or affiliated with, the Company, (c) from all administrative, fiduciary or



 









 









other positions he may hold with respect to arrangements or plans for, of or relating to the
Company, and (d) from any other directorship, office, or position of any corporation, partnership,
joint venture, trust or other enterprise (each, an “Other Entity”) insofar as Waltermire is serving
in the directorship, office, or position of the Other Entity at the request of the Company.
Waltermire further resigns, effective as of the Termination Date, from his employment with the
Company, and its subsidiaries and related or affiliated companies. The Company hereby consents to
and accepts said resignations.



2. Additional Compensation and Benefits. In consideration of the promises made in this
Agreement and subject to the conditions hereof, the Company and Waltermire agree to the following:




	 	(a)	 	     Severance Payment. Waltermire will be entitled to receive severance payments from the
period of time beginning on the Termination Date and ending on October 5, 2008 (the “Severance
Period”) as follows: (i) on the six-month anniversary of the Termination Date (the “Initial Payment
Date”), Waltermire will be paid, in a lump sum, an amount equal to $371,258, which the parties
agree will constitute payment for his monthly base salary and car allowance (plus interest) from
the Termination Date until the Initial Payment Date; and (ii) following the Initial Payment Date
and during the Severance Period, Waltermire will continue to receive, in accordance with the
Company’s regular payroll practices, an amount equivalent to his regular base salary and car
allowance as of the Termination Date (such amount being equal to $28,053.85) in bi-weekly payments,
via direct deposit account. During the Severance Period, Waltermire will provide reasonable
cooperation and assistance in the transition of his duties to other Company personnel.
	 
	 	(b)	 	     Annual Incentive Plan. Waltermire will receive his annual bonus for 2005 under the Senior
Executive Annual Incentive Plan, as earned in accordance with the terms and conditions of the plan;
provided, however, that the actual payment will be made on the Initial Payment
Date. Waltermire will not be eligible for annual bonus participation after the 2005 bonus period.
	 
	 	(c)	 	     Long Term Executive Incentive Plan. Waltermire will be eligible to earn performance shares
and performance cash awards, if any, under the Company’s long term executive incentive plans in
effect as of the Termination Date (“LTIPs”), as earned in accordance with the terms and conditions
of the LTIPs as follows: he will be eligible for the full amount that would be payable for the
Performance Period 2003-2005; and one-third of the amount that would be payable to him for the
Performance Period 2005-2007. No performance shares or performance cash awards were granted to
Waltermire for the Performance Period 2004-2006. Notwithstanding anything to the contrary in the
LTIPs or in this Agreement, (i) payments under this Subparagraph (c) relating to the Performance
Period 2003-2005, if any, will be made on the Initial Payment Date; and (ii) payments under this
Subparagraph (c) relating to the Performance Period 2005-2007, if any, will be made by the
15th day of the third month following the end of the Performance Period.




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	 	(d)	 	     Equity Awards. Waltermire will not be eligible for any additional grants of equity awards
after the Termination Date. Waltermire will have no additional rights with respect to outstanding
equity awards and Waltermire’s rights with respect to equity awards granted to him prior to the
Termination Date under the equity plans of the Company will be governed by Paragraph 2(c)above, if applicable, and the terms and conditions of those equity plans and his individual award
agreements relating thereto.
	 
	 	(e)	 	     Life Insurance; Long-Term Disability Insurance. Waltermire will be entitled to life
insurance and long-term disability benefits as follows:






	 	(i)	 	     Waltermire will request a quote from the Company’s existing life insurance provider, MetLife,
relating to the cost of converting his current group life insurance coverage to an individual
policy for the duration of the Severance Period; and
	 
	 	(ii)	 	      Waltermire will request (A) a quote from an independent insurance carrier of his choosing relating
to the cost of obtaining comparable life insurance coverage from such carrier for the duration of
the Severance Period; and (B) two quotes from independent insurance carriers of his choosing
relating to the cost of obtaining comparable long-term disability insurance coverage from such
carriers for the duration of the Severance Period.
	 
	 	 	 	Following receipt of copies of the quotes contemplated by this Paragraph 2(e), the Company will pay
to Waltermire, in a lump sum on the Initial Payment Date, an amount equal to the sum of (1) the
lower of the quotes set forth in (i) and (ii)(A) relating to life insurance coverage; and (2) the
lower of the two quotes required to be obtained pursuant to (ii)(B) relating to long-term
disability insurance coverage. The Company will have no further obligations to Waltermire relating
to life insurance or long-term disability insurance coverage.






	 	(f)	 	     Medical Coverage. Waltermire will be allowed to continue as a plan participant in the
Company’s medical and dental plans (the “Health Plans”) from the Termination Date until April 30,
2007 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. Waltermire agrees that
such continued participation in the Health Plans will satisfy the Health Plans’ obligation to
provide Waltermire the right to continuation coverage under the Health Plans pursuant to the
Consolidated Omnibus Budget Reconciliation Act of 1986, as amended (“COBRA”). In addition,
Waltermire will be paid, in a lump sum on the Initial Payment Date, an amount equal to $9,983,
which the parties agree will constitute payment for the present value of continued participation in
the Health Plans from May 1, 2007 until October 5, 2008.




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	 	(g)	 	     Professional Fees. The Company will be responsible, upon receipt of an itemized statement
from Waltermire’s attorney, for the payment of reasonable legal fees and costs (and related
disbursements) incurred by Waltermire through the date of execution of this Agreement in connection
with his resignation and the various matters covered by this Agreement, in an amount not to exceed
$7,500. Waltermire will also be paid, in a lump sum, on the Initial Payment Date, an amount equal
to $35,540, which the parties agree will constitute payment for the present value of continuing his
existing benefits relating to financial planning and tax preparation during the Severance Period.
	 
	 	(h)	 	     Business Expenses. Waltermire will be responsible for any personal charges incurred on any
Company credit card or other account used by him and Waltermire agrees to pay all such charges when
due. The Company will reimburse Waltermire for any pending, reasonable business-related credit card charges for which Waltermire has not already been reimbursed provided
Waltermire files a proper travel and expense report.
	 
	 	(i)	 	     Outplacement. Waltermire will be eligible to initiate outplacement services with the
Company’s designated service provider or a mutually agreeable alternative provider within 60 days
of the Termination Date. Any fees for such outplacement benefits will be paid by the Company
directly to the outplacement service provider, such services will be completed by December 31, 2007
and the total dollar amount paid for outplacement services will not exceed the amount the Company
would have paid to the Company’s existing service provider to continue outplacement services until
he finds subsequent employment.
	 
	 	(j)	 	     Withholding. The Company will withhold such amounts from the payments described in this
Paragraph 2 as are required by applicable tax or other law.
	 
	 	(k)	 	     Other Rights and Obligations.






	 	(i)	 	     Nothing in this Agreement will affect the rights that Waltermire may have, based on termination of
Waltermire’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 or retirement
benefits under the Company’s 401(k) Savings Plan or any other qualified or non-qualified retirement
plan (collectively, the “Retirement Plans”), 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.
	 
	 	(ii)	 	     Except as specifically set forth in this Agreement, no other compensation or benefits are due
Waltermire under this Agreement, the PolyOne Employee Transition Plan, the Continuity Agreement, or
any other agreement, policy or program of the Company. Waltermire and




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	 	 	 	PolyOne agree that the Continuity Agreement was terminated by agreement of the parties on October 6, 2005, and that he is
not owed any compensation or benefits under the Continuity Agreement. Waltermire agrees that the
compensation and benefits due him under this Agreement are intended to and do fully satisfy any
obligation of PolyOne to Waltermire under the PolyOne Employee Transition Plan.
	 
	 	(iii)	 	     In connection with his termination of employment, Waltermire will follow the Company’s standard
procedures relating to departing employees, including, without limitation, returning (and providing
confirmation that he 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 Confidential Information
(as defined below).
	 
	 	(iv)	 	     In the event of a “Change of Control” (as such term is defined in the Continuity Agreement) at any
time during the Severance Period, then the amount of any payments otherwise due to Waltermire
during the Severance Period pursuant to Section 2(a) of this Agreement shall be accelerated and the
present value of any such payments shall be paid to Waltermire as soon as reasonably practicable
following the Change of Control in a single lump sum payment, via direct deposit account;
provided, however, that if such Change of Control does not constitute a “change
in the ownership or effective control” or a “change in the ownership of a substantial portion of
the assets” of the Company within the meaning of Section 409A(a)(2)(A)(v) of the Internal Revenue
Code of 1986, as amended (the “Code”), then notwithstanding this Paragraph 2(k)(iv), payment will
be made, to the extent necessary to comply with the provisions of Section 409A of the Code, to
Waltermire on the earlier of (A) the date payment would have been made in the absence of this
Paragraph 2(k)(iv), or (B) Waltermire’s death.





3. Non-Competition. From the Termination Date until the conclusion of the Severance
Period, Waltermire will not, without prior written consent of the Company (to be decided by the
Company’s Board of Directors upon submission of a written request by Waltermire 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 subsidiaries or
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 Waltermire was employed by the Company). The foregoing sentence of this Paragraph 3 is
intended to cover and encompass activity by Waltermire that poses a competitive threat to the
Company. Waltermire acknowledges and agrees that the Company competes worldwide in the sale of
products, services, systems, and business activities and that the market for technology related to
its products, services, systems, and business activities is worldwide. For



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purposes of Paragraph 3, 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 Waltermire or his
immediate family member owns, directly or indirectly, individually or in the aggregate, more than
five percent (5%) of the outstanding stock.



4. No Solicitation of Employees. From the Termination Date until the conclusion of the
Severance Period, Waltermire will 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 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
Waltermire, or any business with whom he 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 Paragraphs 3 or 4 are found overly broad, Waltermire agrees that a court should
reform the restrictions by limiting them to the maximum reasonable scope.



5. Release by Waltermire.




	 	(a)	 	     Waltermire for himself and his dependents, successors, assigns, heirs, executors and administrators
(and his and their legal representatives of every kind), hereby releases, dismisses, and forever
discharges the Company from, agrees not to sue or join in any suit against the Company for, and
agrees to indemnify the Company against, any and all arbitrations, claims (including claims for
attorney’s fees), demands, damages, suits, proceedings, actions and/or causes of action of any kind
and every description, whether known or unknown, which Waltermire now has or may have had for,
upon, or by reason of any cause whatsoever (except that this release shall not apply to the obligations of the Company arising under this Agreement),
against the Company (“Claims”), including but not limited to:






	 	(i)	 	     any and all Claims, directly or indirectly, arising out of or relating to: (A) Waltermire’s
employment with the Company; and (B) Waltermire’s resignation as President and Chief Executive
Officer and any other position described in Paragraph 1 of this Agreement.
	 
	 	(ii)	 	     any and all claims of discrimination, including but not limited to claims of discrimination on the
basis of sex, race, age, national origin, marital status, religion or disability, including,
specifically, but without limiting the generality of the foregoing, any claims under the Age
Discrimination in Employment Act, as amended (the “ADEA”), Title VII of the Civil Rights Act of
1964, as amended, the Americans with Disabilities Act of 1990, the Family and Medical Leave Act of
1993 and Ohio Revised Code Chapter 4112;




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	 	(iii)	 	     any and all claims of wrongful or unjust discharge or breach of any contract or promise, express or
implied; and
	 
	 	(iv)	 	     any and all claims under or relating to any and all employee compensation, employee benefit,
employee severance or employee incentive bonus plans and arrangements; provided that he shall
remain entitled to the amounts and benefits specified in Paragraph 2 above. Waltermire
agrees that he intends to release any and all worker compensation claims he may have against the
Company by this Agreement, and further agrees to execute any documentation as may be reasonably
required to perfect such release when presented to him by the Company.






	 	(b)	 	Waltermire’s release and covenant not to sue excludes claims that cannot be waived by law,
including the right to file a charge with the Equal Employment Opportunity Commission; provided,
however, that Waltermire specifically waives and releases the right to any monetary recovery or
other relief from such a filing.
	 
	 	(c)	 	     Waltermire understands and acknowledges that the Company does not admit any violation of law,
liability or invasion of any of his rights and that any such violation, liability or invasion is
expressly denied. The consideration provided under this Agreement is made for the purpose of
settling and extinguishing all claims and rights (and every other similar or dissimilar matter)
that Waltermire ever had or now may have or ever will have against the Company to the extent
provided in this Paragraph 5. Waltermire further agrees and acknowledges that no
representations, promises or inducements have been made by the Company other than as appear in this
Agreement.
	 
	 	(d)	 	     Waltermire further understands and acknowledges that:






	 	(i)	 	     The release provided for in this Paragraph 5, including claims under the ADEA to and
including the date of this Agreement, is in exchange for the additional consideration provided for
in this Agreement, to which consideration he was not heretofore entitled;
	 
	 	(ii)	 	     He has been advised by the Company to consult with legal counsel prior to executing this Agreement
and the release provided for in this Paragraph 5, has had an opportunity to consult with
and to be advised by legal counsel of his choice, fully understands the terms of this Agreement,
and enters into this Agreement freely, voluntarily and intending to be bound;
	 
	 	(iii)	 	     He has been given a period of twenty-one days to review and consider the terms of this Agreement,
and the release contained herein, prior to its execution and that he may use as much of the
twenty-one day period as he desires; and




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	 	(iv)	 	     He may, within seven days after execution, revoke this Agreement. Revocation shall be made by
delivering a written notice of revocation to the Vice President and Chief Human Resources Officer
at the Company. For such revocation to be effective, written notice must be actually received by
the Vice President and Chief Human Resources Officer at the Company no later than the close of
business on the seventh day after Waltermire executes this Agreement. If Waltermire does exercise
his right to revoke this Agreement, all of the terms and conditions of the Agreement shall be of no
force and effect and the Company shall have no obligation to satisfy the terms or make any payment
to Waltermire as set forth in Paragraph 2 of this Agreement.






	 	(e)	 	     Waltermire will never file a lawsuit or other complaint asserting any claim that is released in
this Paragraph 5. In the event Waltermire breaches this Paragraph 5(e), he agrees to indemnify the
Company against any costs or expenses, including attorney fees, that the Company may incur in
connection with such breach.
	 
	 	(f)	 	     Waltermire and the Company acknowledge that his resignation is by mutual agreement between the
Company and Waltermire, and that Waltermire waives and releases any claim that he has or may have
to reemployment and agrees that he will not seek to be a member of the Board of Directors of the
Company.
	 
	 	(g)	 	     For purposes of the above provisions of this Paragraph 5, the “Company” shall include its
predecessors, subsidiaries, divisions, related or affiliated companies, officers, directors,
stockholders, members, employees, heirs, successors, assigns, representatives, agents and counsel.





6. Confidential Information. Waltermire acknowledges and agrees that as an employee and
director of the Company, he 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 its affiliated companies may have commercial, technical, or
scientific relations (“Information”) that is valuable to the Company or its affiliated companies
and may lose its value if disclosed to third parties. Waltermire therefore agrees to treat all
such Information as confidential and belonging to the Company and to take all actions reasonably
requested to confirm such ownership. Waltermire will 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 Waltermire. Waltermire agrees to promptly
inform the Company of any request, order, or legal process requesting or requiring Waltermire to
disclose Information. Waltermire will cooperate with legal efforts by PolyOne to prevent or limit
disclosure of Information.



7. Disclosure. From the date of this Agreement through the end of the Severance Period,
Waltermire will communicate the contents of Paragraphs 3, 4, 6,
8(b), 9, and 11 of this Agreement to any person, firm, association, or
corporation other than the Company which he intends to be employed by, associated in business with,
or represent.



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8. Breach; Arbitration.




	 	(a)	 	     If the Company’s Board of Directors determines in good faith that Waltermire has breached any of
the provisions of this Agreement, then the Company may, upon providing ten calendar days’ advance
written notice to Waltermire (during which time he has an opportunity to respond in writing to the
Company’s Board of Directors), terminate all remaining payments and benefits described in this
Agreement, and in addition, the Company shall be entitled to obtain reimbursement from Waltermire
of all payments and benefits already provided pursuant to Paragraph 2 of this Agreement,
plus any expenses and damages incurred as a result of the breach (including, without limitation,
reasonable attorneys’ fees), with the remainder of this Agreement, and all promises and covenants
herein, remaining in full force and effect.






	 	(i)	 	     The Company will not terminate pursuant to Paragraph 8(a) any benefits in which Waltermire
had vested as of the Termination Date under the Retirement Plans. Waltermire’s COBRA rights, if
any, will not be reduced by any action taken by the Company under Paragraph 8(a).
	 
	 	(ii)	 	Waltermire may challenge any Company action under Paragraph 8(a).






	 	(b)	 	     The parties agree that any disputes, controversies, or claims of whatever nature arising out of or
relating to this Agreement or breach thereof shall be resolved through binding arbitration before a
mutually agreeable arbitrator or arbitrators, in accordance with the applicable rules of the
American Arbitration Association; provided, however, that the parties agree that in
the event of any alleged breach by Waltermire of any of his obligations under Paragraphs 3, 4, and
6 of the Agreement, the arbitration requirements of this Paragraph 8(b) shall not apply, and that
instead, the Company may elect, in its sole discretion, to seek relief in a court of general
jurisdiction in the State of Ohio, and the parties hereby consent to the exclusive jurisdiction of
such court. In addition, in connection with any such court action, Waltermire acknowledges and
agrees that the remedy at law available to the Company for breach by Waltermire of any of his
obligations under Paragraphs 3, 4, and 6 of this Agreement would be inadequate and that damages
flowing from such a breach would not readily be susceptible to being measured in monetary terms.
Accordingly, Waltermire acknowledges, consents and agrees that, in addition to any other rights or
remedies which the Company may have at law, in equity or under this Agreement, upon adequate proof
of Waltermire’s violation of any provision of Paragraphs 3, 4, and 6 of this Agreement, the Company
shall be entitled to immediate injunctive relief and may obtain a temporary order restraining any
threatened or further breach, without the necessity of proof of actual damage.




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9. Continued Availability and Cooperation.




	 	(a)	 	     Waltermire shall cooperate fully with the Company and with the Company’s counsel in connection with
any present and future actual or threatened litigation or administrative proceeding involving the
Company that relates to events, occurrences or conduct occurring (or claimed to have occurred)
during the period of Waltermire’s employment by the Company or from the Termination Date until the
end of the Severance Period. This cooperation by Waltermire shall include, but not be limited to:






	 	(i)	 	     making himself reasonably available for interviews and discussions with the Company’s counsel as
well as for depositions and trial testimony;
	 
	 	(ii)	 	     if depositions or trial testimony are to occur, making himself reasonably available and cooperating
in the preparation therefor as and to the extent that the Company or the Company’s counsel
reasonably requests;
	 
	 	(iii)	 	     refraining from impeding in any way the Company’s prosecution or defense of such litigation or
administrative proceeding; and
	 
	 	(iv)	 	     cooperating fully in the development and presentation of the Company’s prosecution or defense of
such litigation or administrative proceeding.






	 	(b)	 	     Except in connection with any investigation, civil or administrative proceeding or arbitration in
which Waltermire has been named a defendant in his individual capacity, the Company shall reimburse
Waltermire for reasonable travel, lodging, telephone and similar expenses incurred in connection
with such cooperation, which the Company shall reasonably endeavor to schedule at times not
conflicting with the reasonable requirements of any employer of Waltermire, or with the
requirements of any third party with whom Waltermire has a business relationship permitted
hereunder that provides remuneration to Waltermire. Waltermire shall not unreasonably withhold his
availability for such cooperation. During the Severance Period, Waltermire shall not be entitled
to any additional compensation in connection with his services under Paragraph 9(a) of this
Agreement. Thereafter, except in connection with any investigation, civil or administrative
proceeding or arbitration in which Waltermire has been named a defendant in his individual
capacity, Waltermire shall, in addition to any other amounts that may be payable to him pursuant to
this Agreement or otherwise, be entitled to a payment at an hourly rate $200 per hour for each
reasonable and documented hour spent to perform services under Paragraph 9(a); provided,
however, that Waltermire shall not be entitled to any payment for time spent preparing to
testify or actually testifying under oath.




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	 	(c)	 	     The Company agrees to indemnify Waltermire against claims or actions, arising from or connected
with his past activities as an employee of the Company to the extent permitted under, and in a
manner consistent with, the Company’s Code of Regulations and Ohio law. Notwithstanding the
foregoing, the Company will have no obligation to release, indemnify, hold harmless or defend
Waltermire for any conduct by Waltermire alleged to be intentional or willful or that arises from a
violation of any statutory prohibition unless such conduct was specifically requested by the
Company.





10. Successors and Binding Agreement.




	 	(a)	 	     This Agreement shall be binding upon and inure to the benefit of the Company and any successor of
or to the Company, including, without limitation, any persons acquiring, directly or indirectly,
all or substantially all of the business and/or assets of the Company whether by purchase, merger,
consolidation, reorganization, or otherwise (and such successor shall thereafter be deemed included
in the definition of “the Company” for purposes of this Agreement), but shall not otherwise be
assignable or delegable by the Company.
	 
	 	(b)	 	     This Agreement shall inure to the benefit of and be enforceable by Waltermire’s personal or legal
representatives, executors, administrators, successors, heirs, distributees, and/or legatees.
	 
	 	(c)	 	     This Agreement is personal in nature and none of the parties hereto shall, without the consent of
the other parties, assign, transfer or delegate this Agreement or any rights or obligations
hereunder except as expressly provided in Subparagraphs (a) and (b) of this Paragraph 10.
	 
	 	(d)	 	     This Agreement is intended to be for the exclusive benefit of the parties hereto, and except as
provided in Subparagraphs (a) and (b) of this Paragraph 10, no third party shall have any
rights hereunder.





11. Statements to Third Parties. Because the purpose of this Agreement is to settle
amicably any and all potential disputes or claims among the parties, Waltermire 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. Waltermire further hereby agrees not: (a) to
comment to others concerning the status, plans or prospects of the business of the Company, or (b)
to 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 Paragraph 11, the “Company” shall mean PolyOne Corporation and its
directors, officers, predecessors, parents, subsidiaries, divisions, and related or affiliated
companies. The Company agrees that its directors and executive officers shall not, directly or
indirectly, make or cause to be made any statements to any third parties criticizing or disparaging
Waltermire or comment negatively on his character or business reputation. 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



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in which the individual has been compelled to testify by subpoena or other judicial process or which are privileged communications.



12. Notices. For all purposes of this Agreement, all communications 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
Waltermire 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.



13. Miscellaneous. No provision of this Agreement may be modified, waived or discharged
unless such modification, waiver or discharge is agreed to in writing signed by Waltermire and the
Company. No waiver by either party hereto at any time of any breach by the other party hereto or
compliance with any condition or provision of this Agreement to be performed by such other party
shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any
prior or subsequent time. No agreements or representations, oral or otherwise, expressed or
implied with respect to the subject matter hereof have been made by any of the parties that are not
set forth expressly in this Agreement and every one of them (if, in fact, there have been any) is
hereby terminated without liability or any other legal effect whatsoever.



14. Entire Agreement. This Agreement shall constitute the entire agreement among the
parties hereto with respect to the subject matter hereof and, except to the extent otherwise
provided herein, shall supersede all prior verbal or written agreements, covenants, communications,
understandings, commitments, representations or warranties, whether oral or written, by any party
hereto or any of its representatives pertaining to such subject matter.



15. Governing Law. Any dispute, controversy, or claim of whatever nature arising out of
or relating to this Agreement or breach thereof shall be governed by and under the laws of the
State of Ohio.



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



17. Counterparts. This Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original, but all of which together shall constitute one and the
same Agreement.



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



19. Further Assurances. Each party hereto shall execute such additional documents, and do
such additional things, as may reasonably be requested by the other party to effectuate the
purposes and provisions of this Agreement.



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     IN WITNESS WHEREOF, the parties have executed and delivered this Agreement on December 21,
2005, effective as of the date first set forth above.



	 	 	 	 	 
	 	 	POLYONE CORPORATION
	 
	 

	 	By:
	 	/s/ Kenneth M. Smith
	 

	 	 	 	 
	 

	 	 	 	      Kenneth M. Smith
	 

	 	 	 	      Chief Human Resources Officer
	 
	 	 	 	 
	 

	 	 	 	/s/ Thomas A. Waltermire
	 

	 	 	 	 
	 

	 	 	 	      Thomas A. Waltermire







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