Undetermined
Time Employment Contract

       

      Preamble

       

      


      If before
the starting date of the contract the Employee has not undergone a
pre-employment medical examination, as stipulated by the article L.326-1 of the
Labor Code, the Employee is required to complete the aforementioned examination
within two months of the employment. The continuation of the present contract is
subject to the confirmation of the Employee's physical aptitude for the position
defined under Article 1 below, by a competent physician.

      


      


      


      The
present employment contract has been concluded for an undetermined time period
between:

      


      The
Company PolyOne Luxembourg s. à r.l. being located 6 Giällewee, L-9749
Fischbach, represented by Ken Smith, senior VP of PolyOne Corporation, and Guy
Katsers, Director Human Resources International

      


      hereinafter
referred to as "the Employer" or “PolyOne”

      


      and:

      


      Bernard
Baert, born on December 18th 1949,
at Mouscron (Belgium), having the Belgian Nationality, and having his domicile
137 B, avenue de Ningloheid, 4802 Heusy (Belgium)

      


      hereinafter
referred to as "the Employee"

      


      


      


      Article
1

      


      The
Employee is hired by the Employer as “Senior Vice President and General Manager,
Color and Engineered Materials – Europe and Asia” as of September 1st 2009,
without prejudice to any future assignment based upon the Employee's
professional and personal aptitudes or upon the Employer's
requirement.

      


      His
duties will notably include, but will not be limited to the performance of the
following tasks:

      


      The
Employee will be a Senior Vice-President and officer of the PolyOne Corporation
where he has Profit & Loss responsibility for PolyOne’s business interest in
Europe and in Asia.

      


      The
Employee acknowledges that he is an executive (“cadre supérieur”) in the meaning
of article L.162-8 of the Labor Code.

      


      Article
2

      


      The
present contract is concluded for undetermined time duration, and has no
probation period.

       

      The
Employee being transferred from the Belgian Entity of the PolyOne Corporation,
his seniority at PolyOne Belgium S.A. is recognized as from February 19,
1996.

      


      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      
         

        

         

      

       

      Article
3

      


      The place
of work will be located at Fischbach, at PolyOne’s Luxembourg office. The
Employer reserves the right to modify this location according to the
requirements of the Employer; this type of modification does not constitute a
fundamental change to the employment contract.

      


      The
function mentioned in article 1 implies for the Employee to travel outside
Luxembourg, visiting different PolyOne sites abroad.  These visits
abroad are not to be considered as changes in the work place, but as business
trips. It is specified that the Employee is not allowed to work from home,
unless the Employee’s official domicile would be located in
Luxembourg.

      


      


      Article
4

      


      The
weekly working time is 40 hours, from Monday to Friday between 8h30 to 17h30.
Depending on the Employer’s needs and the Employee’s function, the working time
could be modified.

       

      Any
overtime accrued is covered by the payment defined in article 5.

      


       

      Article
5

       

      


      The
Employee's monthly gross salary is EUR 24.708,- gross (Twenty four thousand
seven hundred and eight €) based on the legal cost of living index valid at the
date of signature of the contract, paid over twelve months. The remuneration is
payable on the last day of each calendar month, after deduction of social
security contributions and withholding tax in accordance with Luxembourg
law.

      


      Any net
deduction other than the ones listed by law cannot be withheld without the
Employee’s agreement. The Employee will however refund to the Employer any undue
payment received in excess.

      


      Article
6

      


      The
Employee will be granted meal vouchers, with a face value of 8,4 € per worked
day, with a maximum of 216 vouchers per civil year. The Employee will contribute
2,8 € per voucher, which will be deducted from the net monthly pay.

      


      Article
7

      


      Notwithstanding
the immediate termination of the contract for gross misconduct (“motifs
graves”), the present contract can only be terminated under consideration of the
legal notice period as laid out in the articles L.124-3 and L.124-4 of the Labor
Code and following the procedures specified by this Code.

      


      Any party
who wishes to terminate this contract has to notify the termination to the other
party by registered mail or by signing for acknowledgment of receipt a copy of
the notice of termination.

      


      


      
        
           

        

        
          -2-

          
            

          

        

        
           

        

      

      
        

         

         

      

      Article
8

      


      The
Employee shall inform the Employer immediately in case he is unable to work and
indicate the reasons for his absence the same day. In case of illness, the
Employee is required to provide the Employer with a medical certificate at the
latest on the 3rd day of his absence.

      


      


      Article
9

      


      The
Employee is entitled to 26 vacation days per full civil year, and 10 Luxembourg
legal holidays (January 1st,
Eastern Monday, May 1st,
Ascension Day, Whit Monday, June 23rd
National Day, August 15th,
November 1st,
December 25 and 26).

      


      The
Employee’s entitlement to paid leave is governed by the following legal
texts:

      


      
        	
                 
      

              	
                v

              	
                Chapter
      III, title III, of the Book II of the Labor Code ruling the paid annual
      leave of the Employees.

              


      

      
        	
                 
      

              	
                v

              	
                The
      internal company regulations: the day off requests need to be approved
      upfront by the direct supervisor.

              


      

      


      


      Article
10

      


      The
Employee is bound by professional and contractual confidentiality and shall not
disclose to any person (except to these authorized by the Employer), either
during his employment or thereafter, and this for a period of 25 years as of the
termination of this contract, any information on the Employer, trade secrets or
other internal or business related information that is or may be confidential or
important to the Employer. In addition, the Employee shall not use, directly or
indirectly, such confidential or important information to his own advantage or
the advantage of a third party.

      


      Disloyal
competition

      


      Both
during this contract and after its termination, and this for a period of 25
years as of the termination of this contract, the Employee shall regard as
strictly confidential and not to be divulged to a competitor or third party the
methods, procedures and manufacturing secrets, inventions and patentable
discoveries, experiments and research of the Employer, its subsidiaries,
branches and/or associates. He shall, in brief, abstain in all circumstances and
at all times from any act or cooperation with any act which constitutes disloyal
competition.

      


      The
Employee undertakes to advise the Employer of any work which may be protected by
copyright, improvement, discovery or invention he may make or of which he has
control and which has any direct or indirect relationship with the activities of
the Employer, its subsidiaries, branches and/or associates and which were made
by the Employee in the course of his employment by the Employer upon instruction
of the Employer. To the fullest extent authorised by law, all intellectual
property rights in relation with such work which may be protected by copyright,
improvements, discoveries or inventions shall automatically become the property
of the Employer which may dispose of them as it wishes without being required in
principle to pay the Employee any indemnity other than the salary due to the
Employee under article 5. The Employer alone shall be the only judge of whether
the discovery, invention or improvement is of sufficient importance to merit
additional pay over and above the regular salary due to the Employee under
article 5 and shall solely determine any such amount. If the Employer considers
it appropriate to patent, register or protect in any part of the world and in
any fashion the work which may be protected by copyright, improvement, invention
or discovery concerned, the Employee agrees to offer the Employer all aid and
assistance to that end. The Employee shall in particular sign any necessary
documents in order to allow the Employer to patent, register or protect any work
which may be protected by copyright, improvement, discovery or invention, upon
first demand of the Employer.

      


      
        
           

        

        
          -3-

          
            

          

        

        
           

        

      

      
        

         

      

       

      In the
event where the above-mentioned intellectual property rights are not
automatically vested in the Employer, then to the fullest extent authorised by
law, the Employee hereby assigns such rights, on a worldwide basis, exclusively
to the Employer. The assignment of rights to the Employer will in particular,
but not only, include the right to sell, to reproduce, communicate, translate,
adapt, modify and in a general way put on the market. No remuneration other than
the salary due to the Employee under article 5 shall be due for any such
assignment, except if otherwise required by law.

      


      Any
violation of the foregoing obligation shall be considered as serious
transgression of contractual good faith, and shall entitle the Employer to
rescind the employment contract, for disciplinary reason. Any such violation
shall oblige the Employee to indemnify the Employer for any damage which such
violation had caused to the latter.

      


      


      Non compete clause
(international):

      


      Considering
the nature of the Employee’s function, being in direct contacts with customers
in Europe and in Asia, and having access to a very large number of confidential
information related to the Employer, the Employee will commit himself to refrain
from:

      


      
        	
                -

              	
                to
      join a company (as Employee or as consultant or as agent) producing or
      selling products which could compete with the ones sold by PolyOne
      Luxembourg or by any PolyOne entity in the
  world;

              


      

      


      
        	
                -

              	
                to
      create his own business, selling products which could be in competition
      with the ones of PolyOne;

              


      

      


      
        	
                -

              	
                to
      have interests, directly or indirectly, under any ways, in a company
      competing with PolyOne Luxembourg or any PolyOne entity in the world;
      or

              


      

      


      
        	
                -

              	
                to
      acquire more than 5% ownership in a company competing with PolyOne
      Luxembourg or with any PolyOne entity in the
  world.

              


      

      


      In case
of doubts in the interpretation of these restrictions during the application of
the non compete clause, the Employee may obtain from the Employer, a specific
written document clarifying the Employer’s position.

      


      The non
compete clause applies for a period of 12 months from the termination date of
the employment contract, and is covering the following countries: France, Spain,
Germany, UK, Benelux, Scandinavia, Hungary, Poland, Turkey, Italy, Switzerland,
China, Thailand, Singapore, Hong Kong, Taiwan and India.

      


      Balancing
the Employee’s obligations described above, the Employer will pay, during the
non compete clause period, a monthly compensation of 25% of the average monthly
base salary (gross) of the last 3 months of the employment contract. The amount
of the incentive paid in the course of the last 12 months before the termination
date, will be divided by 12, and added to the monthly average base salary. These
payments will be submitted to the tax legislation and the social security
legislation applicable in Luxembourg.

      


      
        
           

        

        
          -4-

          
            

          

        

        
           

        

      

      
        

         

      

       

      In case
of any violation of the clause described above, PolyOne will stop the payment of
the compensation described above, and the Employee will have to reimburse the
Employer for the non compete compensation made till then.  Moreover,
the Employer will have the right to pursue the amount of actual damages, if it
can supply proof of the existence and the extent of the damages.

      


      The
Employer may decide to waive the application of the non compete clause at its
sole discretion, at the condition to send the decision by registered letter to
the Employee during the course of the contract or within the eight days
following the termination date of the contract. In this situation, the
interdiction will be lifted, and the Employer will not pay the compensation
related to the non compete clause.

      


      Non compete clause
(Luxembourg):

      


      
        	
                1.

              	
                The
      Employee undertakes not to enter in his own name and on his own behalf in
      any business which is in direct or indirect competition with the
      Employer’s business for a period of 12 months following the termination of
      this contract.

              


      

      


      
        	
                2.

              	
                The
      Employee undertakes not to solicit or induce or endeavour to solicit or
      induce any person who, on the date of termination of this contract, is
      employed by the Employer to cease working for or providing services to the
      Employer.

              


      

      


      
        	
                3.

              	
                The
      Employee undertakes not to solicit or induce or endeavour to solicit or
      induce any consultant, supplier or service provider to cease to deal with
      the Employer and shall not interfere in any way with any relationship
      between a consultant, a supplier or a service provider and the
      Employer.

              


      

      


      
        	
                4.

              	
                The
      undertakings set out in sub-paragraphs 2 and 3 above shall survive during
      a period of 5 years from the term of this
  contract.

              


      

      


      


      If one or
more items or parts of items of the present Article 10 would be considered as
non valid or void, the remaining items or part of items would remain unchanged
and applicable.

      


       

      Article
11

       

      The
personal data related to the Employee and communicated to the Employer for the
sake of his employment contract may be processed on a computer support or any
other support in accordance with the amended law of 2nd August
2002 on the protection of persons with regard to the processing of personal
data.

      


      The
Employee authorises the Employer to process such data for the purpose of the
administration of this employment contract and to allow the Employer to comply
with its contractual, legal or regulatory obligations. In particular as regards
pay roll administration and social security deductions, the Employee authorizes
the Employer to transfer any such nominal data to its duly appointed pay roll
administrator. The Employee has a right of access and rectification of his
personal data. Such right may be exercised by contacting the person in charge of
human resources.

      


      The
Employer is the data controller. Upon written request, the Employee will be
given the right to access his personal data stored by the Employer and to update
and correct any data which is inaccurate.

      


      
        
           

        

        
          -5-

          
            

          

        

        
           

        

      

      
        

      

       

       

      The
Employee acknowledges that the Employer cannot use nor transfer to third parties
other than those indicated in sub-paragraphs above any personal data of the
Employee for purposes other than those mentioned in the sub-paragraphs above and
in particular for marketing purposes.

      


      The
Employee acknowledges and agrees that this contract and its contents will be
filed with and described in filings that PolyOne Corporation is required to make
pursuant to Section 13 of 15(d) of the U.S. Securities Exchange Act of 1934
(“Exchange Act”) and expressly consents to any publication or divulgation of his
personal data in such filings.  In particular, but without limitation,
the Employee acknowledges and agrees that (a) this contract and its contents
will be required to be described in a Current Report on Form 8-K to be filed by
PolyOne Corporation with the U.S. Securities and Exchange Commission (“SEC”)
pursuant to the requirements of Form 8-K, (b) this contract will be required to
be filed as an exhibit to either a Quarterly Report on Form 10-Q or an Annual
Report on Form 10-K to be filed by PolyOne Corporation with the SEC pursuant to
the requirements of either Form 10-Q or Form 10-K, as applicable, and Item 601
of Regulation S-K promulgated under the Exchange Act and (c) this contract and
its contents will be required to be described in certain proxy statements to be
filed by PolyOne Corporation with the SEC pursuant to the requirements of
Schedule 14A and Item 601 of Regulation S-K promulgated under the Exchange
Act.

      


      The
Employee acknowledges and agrees that his personal data may, for the purposes
and under the conditions described above, be transferred to the United States, a
country which does not provide a level of data protection that is equivalent to
the level in Luxembourg.

      


       

      Article
12

       

      


      The
Employee commits:

      


      
        	
                a)

              	
                To
      dedicate all his professional activities exclusively to the Employer, and
      to refrain from any other professional activity, remunerated or not, which
      could be in conflict with the Employee’s activities by the Employer, or
      which could harm the Employer.

              


      

      


      
        	
                 
      

              	
                However,
      all other professional activities, not detrimental to the Employer’s
      company, may be exercised by the Employee, at the condition the Employer
      gives its specific prior approval by
writing.

              


      

      


      
        	
                b)

              	
                To
      respect all the rules, directives, guidelines or instructions coming from
      the Employer, or from PolyOne
Corporation.

              


      

      


      
        	
                c)

              	
                To
      return to the Employer, at its first request, and certainly at the end of
      the employment contract, all PolyOne’s items and belongings: keys, credit
      cards, company car, printer, computer, mobile phone, files, and
      documents.

              


      

      


      
        	
                d)

              	
                To
      inform, as soon as possible, the Employer when he should be prevented from
      work.

              


      

      


      
        	
                e)

              	
                To
      communicate to the Employer as soon as possible changes of “domicile”, or
      changes in the family situation.

              


      

      


      
        	
                f)

              	
                Not
      to respond to press interviews, or publish in the press, or talk at the
      radio, or at the TV, about PolyOne’s activities without the upfront prior
      written approval of PolyOne.

              


      

      


      


      
        
           

        

        
          -6-

          
            

          

        

        
           

        

      

      
        

         

         

      

      Article
13

      


      Without
prejudice of the competent labor court decision, the parties specifically agree
that the following non exhaustive list of misconducts will be considered as
gross misconduct (“motifs graves”):

      


      Misrepresentation,
unjustified absences from work, public declaration which could harm the
reputation or the image of PolyOne, repetitive errors due to negligence,
briberies, etc.

      


      


      Article
14

      


      The
Employee received a hard copy of the Code of Conduct of PolyOne, and got the
appropriate training. The acknowledgement of the Code of Conduct is part of the
employment conditions.

      


      


      Article
15

      


      Following
conditions decided unilaterally by the Employer, the Employee may receive
incentives, bonus or other rewards, on top of the base salary described in
article 5 of this contract.

      


      All
bonus, incentives or special benefits granted at some occasions, regularly or
not, by the Employer are to be considered as a liberality, not being a part of
the remuneration. Those grants are not generating a right for the future, and
could not generate the right to a payment pro rata, in case of termination of
the employment contract before the normal set date for
distribution.

      


      The
Employee may be eligible to participate in the PolyOne Corporation Senior
Executive Annual Incentive Plan (AIP), which will be payable by the
Employer.  Information about the AIP will be provided by Human
Resources.

      


      Article
16

      


      There is
an appendix to the present contract, describing some specific terms and
conditions applicable to the Employee.

      


      This
employment contract is governed by the legal regulations as laid out in the
following legal texts:

      


      
        	
                 
      

              	
                v

              	
                The
      Labor Code of Luxembourg

              


      

      
        	
                 
      

              	
                v

              	
                The
      internal company regulations if more favorable than law or collective
      agreement

              


      

      


      Any
dispute arising from the present contract shall be submitted exclusively to the
courts of the Grand-Duchy of Luxembourg.

      


      If any
provision of this contract of employment is held to be invalid or unenforceable
in whole or in part, such invalidity or unenforceability shall apply only to
such provision or part thereof and the remaining part of such provision and all
other provisions hereof shall continue in full force or effect.

      


      


      


      
        
           

        

        
          -7-

          
            

          

        

        
           

        

      

      
        

         

         

      

      Article
17

      


      Each
party acknowledges having received a copy of the present contract and confirms
understanding the language in which it has been written.

      


      This
contract of employment and its appendix set out the entire agreement between the
Parties and supersedes all prior discussions between them or their advisers and
all statements, representations, terms and conditions, warranties, guarantees,
proposals, communications, and understandings whenever given and whether orally
or in writing.

      


      


      


      


      


      Signed in
duplicate in Assesse on August 31st
2009

      


      
        


        
          	
                  /s/
      Bernard Baert

                	
                  /s/
      Ken Smith

                
	 
      	 
      
	
                  Bernard
      Baert

                	
                  Ken
      Smith

                
	 
      	 
      
	
                  The
      Employee

                	 
      
	
                   

                	
                  /s/
      Guy Katsers

                
	 
      	 
      
	
                   

                	
                  Guy
      Katsers

                
	 
      	 
      
	
                   

                	
                  The
      Employer representatives

                


        

                                                                                   

         

         

         

      

      
        
           

        

        
          -8-

          
            

          

        

        
           

        

      

      

    

     

    
      


      Appendix
to the Employment Contract between

      PolyOne
Luxembourg and Bernard Baert.

      


      


      


      


      The
Company, PolyOne Luxembourg s.à r.l., being located 6 Giällewee, L-9749
Fischbach, represented by Guy Katsers, Director Human Resources
International

      


      hereinafter
referred to as "the Employer"

      


      and

      


      Bernard
Baert, born on December 18th 1949,
at Mouscron (Belgium), having the Belgian Nationality, and having his domicile
137 B, avenue de Ningloheid, 4802 Heusy (Belgium)

      


      hereinafter
referred to as "the Employee"

      


      agree on
the following:

      


      
        	
                1.

              	
                The
      Employee will be granted a company car, following the rules of the Company
      Car Policy. The rules will be handed over to the Employee who will have to
      accept the terms before driving the company car. The private usage of the
      company car will be considered as a taxable “income”, and will follow the
      income tax law applicable in Luxembourg. Presently the advantage in kind
      represents 1.5% of the selling price of the car, VAT included. The
      advantage in kind is added to the taxable monthly pay, in order to
      calculate the income tax
withholdings.

              


      

      


      
        	
                2.

              	
                The
      Employee will be submitted to the Luxembourg social security: he will
      enjoy the legal coverage provided (health insurance, family allowances,
      retirement).

              


      

      


      
        	
                3.

              	
                A
      defined contribution benefits cafeteria plan, additional to the legal
      system, covering retirement, disability and death will be established at
      PolyOne Luxembourg. The Employer contributions to the insurance company
      will amount to 5% of the Employee’s annual base salary up to the maximum
      social security contributions ceiling, and 15% of the part of the annual
      base salary above the maximum social security contributions
      ceiling.

              


      

      


      
        	
                4.

              	
                In
      case of termination of the contract by the Employee (voluntary termination
      or resignation), the Employer could request a worked notice period of 3
      months, including the number of months requested by the Luxembourg labor
      law.

              


      

      


      
        	
                 
      

              	
                In
      case of termination of the employment contract by the Employer
      (involuntary termination), except in case of termination for gross
      misconduct (“motifs graves”), the Employee will be entitled to a notice
      period and to a severance payment as provided for in articles L.124-3 and
      L.124-7 of the Labor Code.

              


      

      


      
        
           

        

        
          -9-

          
            

          

        

        
           

        

      

      
        



      


      


      
        	
                 
      

              	
                However,
      the total indemnity that the Employee would eventually receive under
      Luxembourg Labor law may not be lower than the total indemnity he would
      have received under his former Belgian Employment contract with PolyOne
      Belgium S.A. This means that the Claeys formula will be calculated
      offsetting the Luxemburg termination package (notice and severance
      payment).

              


      

      


      
        	
                 
      

              	
                Today,
      with the actual remuneration of the Employee, his seniority and his age,
      the termination package calculated with the Claeys formula would result in
      a total severance of 28 months of remuneration. The remuneration includes
      base salary, incentives & bonuses averagely paid in the last 36
      months, the value of the advantage in kind of the car, the meal vouchers,
      the Employer’s contribution to the group insurance (cafeteria pension
      plan), and all other regular payments or benefits granted by the
      Employer.

              


      

      


      
        	
                5.

              	
                The
      Employee acknowledges that he will not be entitled to any further
      severance benefits than those provided by law and provided by this
      employment contract. More specifically, the Employee acknowledges that the
      PolyOne Corporation Executive Severance Plan is not applicable to
      him.

              


      

      


      


      


      


      Each
party acknowledges having received an original of the present contract and
confirms understanding the language in which it has been written.

      


      Signed in
duplicate in Assesse on August 31st
2009

      


       

      
        


        
          	
                  /s/
      Bernard Baert

                	
                  /s/
      Kenneth M. Smith

                
	 
      	 
      
	
                  Bernard
      Baert

                	
                  Ken
      Smith

                
	 
      	 
      
	
                  The
      Employee

                	 
      
	
                   

                	
                  /s/
      Guy Katsers

                
	 
      	 
      
	
                   

                	
                  Guy
      Katsers

                
	 
      	 
      
	
                   

                	
                  The
      Employer representatives

                


        

                                                                                   

         

      

       

      


      


      
        
           

        

        
          -10-