POL_EX10.14_2013.12.31

EX-10.14 4 pol_ex1014x20131231.htm EXHIBIT 10.14 POL_EX10.14_2013.12.31

Exhibit 10.14

POLYONE SUPPLEMENTAL RETIREMENT BENEFIT PLAN

(As Amended and Restated Effective January 1, 2014)

PolyOne Corporation does hereby amend and completely restate the PolyOne Supplemental Retirement Benefit Plan on the terms and conditions described herein. This restatement, to the extent it accurately sets forth the intended provisions regarding deferral elections in the first sentence of Section 4, is effective as of January 1, 2004, the original effective date of adoption of the Plan. In all other respects, this restatement is effective as of January 1, 2014.

Section 1. Purpose of Plan

The purpose of the Plan is to provide for certain employees the benefits they would have received under the Retirement Plan but for (i) the dollar limitation on Compensation taken into account under the Retirement Plan as a result of Section 401(a)(17) of the Code, (ii) the limitations imposed under Section 415 of the Code, and (iii) the limitations under Sections 402(g), 401(k)(3), 401(m) and 414(v) of the Code. The Plan is intended to qualify as an unfunded, deferred compensation plan for a select group of management or highly compensated employees under ERISA. This Plan is expected to encourage the continued employment of the participating employees whose management and individual performance are largely responsible for the success of the Employer and to facilitate the recruiting of key management and highly compensated employees required for the continued growth and profitability of the Employer.

SECTION 2. Definitions


2.1	“Administrator” means the Retirement Plan Committee appointed by the Board.


2.2	“Beneficiary” means the person or entity determined to be a Participant’s beneficiary pursuant to Section 13.


2.3	“Board” means the board of directors of PolyOne Corporation.


2.4	“Code” means the Internal Revenue Code of 1986, as amended from time to time.


2.5	“Compensation” shall have the meaning set forth in the Retirement Plan, without regard to the limit contained in Section 401(a)(17) of the Code.


2.6	“Employer” means PolyOne Corporation and each other affiliate (within the meaning of Sections 414(b), (c) and (m) of the Code), employees of which are selected to participate in the Plan.


2.7	“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time.


2.8	“Participant” means an employee or former employee of the Employer who is eligible to participate in the Plan pursuant to Section 3.


2.9	“Plan” means the PolyOne Supplemental Retirement Benefit Plan, as set forth herein and as amended from time to time.


2.10	“Plan Year” means June 1, 2003 to December 31, 2003 and thereafter, the calendar year.


2.11	“Retirement Plan” means the PolyOne Retirement Savings Plan, as amended from time to time.


2.12	“Specified Employee” means a specified employee as determined by the Employer in its Specified Employee Designation Procedure.


2.13	“Termination Date” means the date on which the Participant incurs a “separation from service” from the Employer within the meaning of Section 409A of the Code.

2.14

“Unforeseeable Emergency” means an event which results in a severe financial hardship to a Participant resulting from (a) an illness or accident of the Participant, the Participant’s spouse, the Participant’s beneficiary or a dependent of the Participant, (b) loss of the Participant’s property due to casualty, or (c) other similar extraordinary and unforeseeable circumstances as a result of events beyond the control of the Participant.

Section 3. Eligible Employees

For Plan Years commencing prior to January 1, 2005, the Board shall determine which management employees and highly compensated employees of the Employer shall be eligible to participate in the Plan. For Plan Years commencing on or after January 1, 2005, each management employee and highly compensated employee of the Employer shall be eligible to participate in the Plan for any Plan Year if such employee’s projected annual base compensation plus target incentive compensation for such Plan Year exceeds the limitation on compensation under Section 401(a)(17) of the Code for the Plan Year.

Section 4. Election to Defer Compensation

A Participant may elect, by filing an election with the Administrator (pursuant to Section 5) on or prior to December 31 of the preceding Plan Year (or such earlier date as specified by the Administrator), to direct the Employer to reduce his or her Compensation for a Plan Year by an amount equal to the difference between (i) a specified percentage, in 1% increments, with a maximum of 50%, of his or her Compensation for the Plan Year, and (ii) the maximum elective deferrals under Section 4.1 of the Retirement Plan actually permitted to be contributed for him or her to the Retirement Plan for such Plan Year by reason of the application of the limitations under Sections 402(g), 401(a)(17) and 401(k)(3) of the Code. Any election so made shall be binding for any following Plan Year, unless revised on or before December 31 of the preceding Plan Year (or such other earlier date specified by the Administrator). If, for any Plan Year, a Participant does not file such an election, the Participant’s Compensation will not be reduced for such Plan Year. Notwithstanding the foregoing, with respect to the first taxable year in which a person becomes a Participant, such Participant may, within 30 days of becoming a Participant, make an election to defer Compensation earned subsequent to the date of the election.

Section 5. Manner of Election

Any election made by a Participant pursuant to this Plan shall be made in writing by executing such form(s) as the Administrator shall from time to time prescribe or through any other method designated by the Administrator.

Section 6. Accounts

PolyOne Corporation shall establish and maintain on its books with respect to each Participant two accounts: (a) the “Grandfathered Account” for amounts that are “deferred” (as such term is defined for purposes of Section 409A of the Code) as of December 31, 2004 (and earnings thereon) and (b) the “Post-2004 Account” for amounts that are deferred on Compensation earned after December 31, 2004 (and earnings thereon). Each such Account shall be further sub-divided into sub-accounts which shall record (1) any Compensation deferred by the Participant under the Plan pursuant to the Participant’s election and earnings thereon (the “Deferrals Sub-Account”) and (2) any Employer contributions made on behalf of the Participant pursuant to Section 7 and Section 8 below and earnings thereon (the “Employer Contributions Sub-Account”).

SECTION 7. MATCHING CONTRIBUTIONS

As of each payroll period, the Employer shall allocate Employer Matching Contributions to the account of each Participant who either (a) has a valid election to defer Compensation to the Plan in effect for such payroll period or (b) has a valid election to defer Compensation to the Retirement Plan in effect for such payroll period, but for whom, for such payroll period, the allocation of matching contributions under the Retirement Plan has been reduced or eliminated as a result of the limitations imposed by Section 401(a)(17) of the Code. The amount of Employer Matching Contributions allocated to each such Participant shall be determined in accordance with Section 4.2(a) of the Retirement Plan, provided, however, in no event will the sum of the Employer Matching Contributions under this Plan and the employer matching contributions required to be made under the Retirement Plan for any Participant for a Plan Year exceed 4.5% of such Participant’s Compensation for the Plan Year, and Employer Matching Contributions under this Plan will be reduced as necessary to satisfy this requirement.

SECTION 8. EMPLOYER CONTRIBUTIONS

As of each payroll period, the Employer shall allocate to the account of each Participant an amount equal to the difference between, (a) the retirement contributions that would otherwise be contributed on behalf of the Participant under Section 4.2(b) of the Retirement Plan if the provisions of the Retirement Plan were administered without regard to the limitations imposed by Sections 401(a)(17) and 415 of the Code and (b) the retirement contributions made on his or her behalf under the Retirement Plan for such payroll period.

Section 9. Credits and Adjustments to Accounts

Each Participant’s account shall be credited with any amounts deferred under the Plan and any Employer contributions made on behalf of the Participant. Each Participant’s account shall be reduced by the amount of any distributions to the Participant from the Plan. Pursuant to procedures established by the Administrator, each Participant’s account shall be adjusted as of each business day the New York Stock Exchange is open to reflect the earnings or losses of any hypothetical investment media as may be designated by the Administrator pursuant to Section 10 below.

Section 10. Investment of Accounts

For purposes of determining the amount of earnings and appreciation and losses and depreciation to be credited to a Participant’s account, such account shall be deemed invested in the investment options (designated by the Administrator as available under the Plan; provided that in no event shall the Administrator

designate PolyOne Corporation common stock as an investment option under the Plan) as the Participant may elect from time to time, or be deemed to have elected, in accordance with such rules and procedures as the Administrator may establish. However, no provision of the Plan shall require the Employer to actually invest any amounts in any fund or in any other investment vehicle.

Section 11. VESTING

A Participant shall be 100% vested in that portion of his or her account which is attributable to elective deferrals made under Section 5, employer matching contributions made under Section 7 and the employer contributions made prior to March 21, 2009 under Section 8 that correspond to transition contributions under Section 4.2(c) of the Retirement Plan. That portion of a Participant’s account attributable to employer contributions under Section 8 of the Plan that correspond to retirement contributions under Section 4.2(b) of the Retirement Plan shall vest in accordance with the following schedule:



Years of Service		Vested Percentage
Less than 3 years		0%
3 years and thereafter		100%

Notwithstanding the foregoing, for purposes of any Participant who was a Participant in the M.A. Hanna Company Capital Accumulation Plan and/or the M.A. Hanna Company 401(k) and Retirement Plan as of May 31, 2003, such Participant shall have a vested right to a portion of the Participant’s account derived from any employer contributions under Section 8 of the Plan that correspond to retirement contributions under Section 4.2(b) of the Retirement Plan as follows:



Years of Service		Vested Percentage
Less than 1 year		0%
1, but less than 2		20%
2, but less than 3		40%
3 or more		100%

For purposes of this Section 11, a Participant will be credited with the same number of Years of Service under the Plan as he or she is credited with under the Retirement Plan.

Section 12. Time and Manner of Distribution

12.1(a) Payment of Grandfathered Account.

(1) A Participant’s Grandfathered Account shall commence to be paid to such Participant within thirty days of the date of the Participant’s termination of employment with the Employer or any affiliate (within the meaning of Sections 414(b), (c) and (m) of the Code) in the form of payment selected by the Participant on an election form approved by and received by the Administrator or its designee.

(2) The following are the available choices for the form of payment of a Participant’s Grandfathered Account:

(A) A single lump sum in cash; or

(B) Substantially equal annual cash installments over a period not exceeding 10 years.

This Section 12.1 and all other provisions of this Plan notwithstanding, if a Participant fails to elect a form of payment before payment is to commence pursuant to Section 12.1(a), the Participant’s Grandfathered Account shall be paid in the form of a single lump sum payment in cash. In addition, the Board, in its sole and absolute discretion, may direct that payment of any or all of a Participant’s Grandfathered Account be accelerated and paid prior to the time the Grandfathered Account would otherwise be payable in accordance with the Participant’s election, and in that event the Administrator shall make payment to the Participant at the time and in the manner directed by the Board. In no event, however, shall the Employer, the Administrator or any other person or party have the power to delay payment of the account beyond the time elected by the Participant.

12.1(b) Payment of Post-2004 Account: In-Service Distribution Elections

(1) For the Plan Year commencing on January 1, 2014 and each Plan Year thereafter, the Participant shall elect, on the election form described in Section 5 or through any other method designated by the Administrator, the time of payment from the options described in this subsection (1) with respect to the amounts in the Participant’s Deferrals Sub-Account relating to Compensation earned in such Plan Year (such election, a “Deferrals Sub-Account Election”). Such election, once made, shall be binding with respect to the portion of the Participant’s Deferrals Sub-Account to which the election relates, unless changed pursuant to subsection (2) of this Section. The following are the available choices for the time of payment of amounts credited to a Participant’s Deferrals Sub-Account:


(A)	A date certain, provided that such date shall be at least two years from the first day of the Plan Year with respect to which the applicable deferrals are credited to the Participant’s Post-2004 Account; or

(B) The Participant’s Termination Date.

Notwithstanding anything herein to the contrary, if a Participant fails to make a valid Deferrals Sub-Account Election for a Plan Year, the Participant will be deemed to have elected to commence payment of the portion of his Deferrals Sub-Account attributable to the deferral of Compensation earned during such Plan Year (and any earnings thereon) on the Participant’s Termination Date.

(2) A Participant may elect to change a Deferrals Sub-Account Election, provided that the following requirements are met: (A) the election to change does not take effect until at least 12 months after the date on which the election is made, (B) the election to change is made at least 12 months prior to the date on which that payment is scheduled to be made, and (C) in the case of an election related to a distribution not described in Section 12.2 or 12.3, the payment under such election will be made no less than five years from the original date on which such payment would be made.

(3) Amounts with respect to which a Participant has made the election described in Section 12.1(b)(1)(A) shall be paid to such Participant in a cash lump sum within thirty days of the earlier of (A) the date elected by the Participant in his Deferrals Sub-Account Election form with respect to such amounts, and (B) the Participant’s Termination Date; provided, however, that the Participant shall not have the right to designate the taxable year of payment, and further provided that if the payment is to be made within thirty days of the Participant’s Termination Date, and the Participant is a Specified Employee, the payment shall be distributed on the first day of the seventh month after the date of such Specified Employee’s Termination Date (or, if earlier, his or her date of death).

12.1(c) Payment of Post-2004 Account: Termination Date Distributions

(1) The portion of a Participant’s vested Post-2004 Account for which the election described in Section 12.1(b)(1)(A) was not made (the “Termination Date Balance”) shall commence to be paid to such Participant within thirty days of the date of the Participant’s Termination Date in the form of payment selected by the Participant on an election form approved by and received by the Administrator or its designee, provided that the Participant shall not have the right to designate the taxable year of payment. Notwithstanding the foregoing, the Termination Date Balance of a Specified Employee shall commence to be distributed on the first day of the seventh month after the date of such Specified Employee’s Termination Date (or, if earlier, his or her date of death).

(2) The following are the available choices for the form of payment of a Participant’s vested Post-2004 Account:

(A) A single lump sum in cash; or

(B) Substantially equal annual cash installments over a period not exceeding 10 years.

The Participant shall elect, on the election form described in Section 5 or through any other method designated by the Administrator, the form in which his or her Termination Date Balance shall be paid. Such election, once made, shall be binding with respect to his or her entire Termination Date Balance, unless changed pursuant to subsection (3) of this Section. Each installment payment shall be considered a separate payment and not one of a series of payments for purposes of Section 409A of the Code. This Section 12.1 and all other provisions of this Plan notwithstanding, (i) if a Participant who is a Participant in the Plan on November 8, 2010 fails to elect a form of payment before the date by which an election to defer compensation must first be made by such Participant under Section 4, the Participant’s Termination Date Balance shall be paid in the form of substantially equal annual cash installments over a period of 10 years and (ii) if a Participant who first becomes a Participant in the Plan after November 8, 2010 fails to elect a form of payment before the date by which an election to defer compensation must first be made by such Participant under Section 4, the Participant’s Termination Date Balance shall be paid in the form of a single lump sum payment in cash.

(3) A Participant may change the form of payment elected with regard to his Termination Date Balance by a subsequent election form approved by and received by the Administrator or its designee; provided, that unless otherwise permitted in accordance with Section 409A of the Code, the election to change may not take effect until at least 12 months after the date the election to change is made and the first payment under such election will be made no less than 5 years from the original date on which payment of the amount credited to the Participant’s vested account is to commence.

12.2 Death Before Payments Commence or are Completed. If a Participant dies while employed by the Employer or while receiving installment payments, the value of his or her vested account shall be paid to the Participant’s Beneficiary in a single lump sum cash payment, within 90 days after the Participant’s death, provided that the Participant’s Beneficiary shall not have the right to designate the taxable year of payment.

12.3 Unforeseeable Emergency Distribution. The Administrator may at any time, upon written request of a Participant, cause to be paid to such Participant, an amount equal to all or any part of the Participant’s vested account (other than the amount, if any, credited to the Participant’s Granfathered Account) if the Administrator determines, based on such reasonable evidence that it shall require, that such payment is necessary for the purpose of alleviating the consequences of an Unforeseeable Emergency. Payments of amounts because of an Unforeseeable Emergency may not exceed the amount necessary to satisfy the Unforeseeable Emergency plus amounts necessary to pay taxes or penalties reasonably anticipated as a result

of the distribution after taking into account the extent to which the Unforeseeable Emergency is or may be relieved through reimbursement or compensation from insurance or otherwise, by liquidation of the Participant’s assets (to the extent the liquidation of such assets would not itself cause severe financial hardship), or by cessation of deferrals under the Plan. The amount of a Participant’s Post-2004 Account, as applicable, shall be reduced on a pro rata basis by the amount of any Unforeseeable Emergency distribution to the Participant.

12.4 Change of Control Provisions. In the event of a “Change of Control” of the Employer, (a) the Participant’s Grandfathered Account shall be paid, as soon as reasonably practicable, to the Participant in a lump sum cash payment, unless the Administrator otherwise determines and (b) the Participant’s Post-2004 Account shall be paid, as soon as reasonably practicable, to the Participant in a lump sum cash payment. If the Change of Control does not constitute a permitted distribution event under Section 409A(a)(2) of the Code, then, to the extent necessary to comply with Section 409A of the Code, the Participant’s Post-2004 Account will be paid at the time and in the form it would have been paid under the Plan absent the occurrence of such Change of Control.

For purposes of this Section 12.4, “Change of Control” means any of the following:

(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 Corporation where such acquisition causes such Person to own 25% or more of the combined voting power of the then outstanding voting securities of PolyOne Corporation entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subsection (a) the following acquisitions shall not be deemed to result in a Change of Control: (i) any acquisition directly from PolyOne Corporation that is approved by the Incumbent Board (as defined in subsection (b), below), (ii) any acquisition by PolyOne Corporation, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained PolyOne Corporation or any corporation controlled by PolyOne Corporation or (iv) any acquisition by any Person pursuant to a transaction that complies with clauses (i), (ii) and (iii) of subsection (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 Corporation, 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 meanings 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 the date hereof, constitute the Board (the “Incumbent Board” (as modified by this clause (b)) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by PolyOne Corporation’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board (either by a specific vote or by approval of the proxy statement of PolyOne Corporation 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 Corporation 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 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 Corporation or all or substantially all of PolyOne Corporation’s assets either directly or through one or more subsidiaries) (ii) no Person (excluding any employee benefit plan (or related trust) of PolyOne Corporation, PolyOne Corporation 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 Corporation of a complete liquidation or dissolution of PolyOne Corporation except pursuant to a Business Combination that complies with clauses (i), (ii) and (iii) of subsection (c), above.

Section 13. Beneficiary Designation

A Participant may designate the person or persons to whom the Participant’s account under the Plan shall be paid in the event of the Participant’s death. If no Beneficiary is designated, or no designated Beneficiary survives the Participant, payment shall be made in a single lump-sum to the Participant’s estate.

Section 14. Plan Administration

14.1 Administration. The Plan shall be administered by the Administrator.

The Administrator is authorized to make findings (including factual findings) with respect to any issue arising under the Plan, interpret and construe any provision of the Plan, to determine eligibility and benefits under the Plan, to prescribe, amend and rescind rules and regulations relating to the Plan, to adopt such forms as it may deem appropriate for the administration of the Plan, to provide for conditions and assurances deemed necessary or advisable to protect the interests of the Employer and to make all other determinations necessary or advisable for the administration of the Plan, but only to the extent not contrary to the express provisions of the Plan. The Administrator shall be responsible for the day-to-day administration of the Plan. Determinations, interpretations or other actions made or taken by the Administrator under the Plan shall be final and binding for all purposes and upon all persons.

14.2 Review Procedure. The purpose of the review procedure set forth in this Section 14.2 is to provide a procedure by which a Participant or Beneficiary (the “claimant”) under the Plan, or the duly authorized representative of any such Participant or Beneficiary, may have a reasonable opportunity to appeal a denied claim to the Administrator for a full and fair review.

If a claim for benefits is denied in whole or in part, the Administrator shall notify the claimant within ninety (90) days after receipt of the claim (or within one hundred eighty (180) days if special circumstances require an extension of time for processing the claim, and provided written notice indicating the special circumstances and the date by which a final decision is expected to be rendered is given to the claimant within the initial ninety (90) day period).

The notice of the denial of the claim shall be written in a manner calculated to be understood by the claimant and shall set forth the following:

(i) the specific reason or reasons for the denial of the claim;

(ii) the specific references to the pertinent Plan provisions on which the denial is based;


(iii)	a description of any additional material or information necessary to perfect the claim, and an explanation of why such material or information is necessary;


(iv)	a statement that any appeal of the denial must be made by giving to the Administrator, within sixty (60) days after receipt of the denial of the claim, written notice of such appeal, such notice to include a full description of the pertinent issues and basis of the claim;


(v)	a description of the Plan’s review procedures and the time limits applicable to such procedures, including a statement of the claimant’s right to bring a civil action under Section 502(a) of ERISA following a denial of a claim on review; and

(vi)

if an internal rule, guideline, protocol, or other similar criterion was relied upon in making the adverse determination, either the specific rule, guideline, protocol, or other similar criterion, or a statement that such a rule, guideline, protocol, or other similar criterion was relied upon in making the adverse determination and that a copy of such rule, guideline, protocol, or other criterion will be provided free of charge to the claimant upon request.

Upon denial of a claim in whole or in part, the claimant (or his or her duly authorized representative) shall have the right to submit a written request to the Administrator for a full and fair review of the denied claim, to be permitted, upon request and free of charge, to review and receive copies of documents, records and other information pertinent to the denial, and to submit issues and comments in writing, documents, records, and other information relating to the claim for benefits. Any appeal of the denial must be given to the Administrator within the period of time prescribed above. The full and fair review shall take into account all comments, documents, records and other information submitted by the claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination, and provide a review that does not afford deference to the initial benefit determination. If the claimant (or the claimant’s duly authorized representative) fails to appeal the denial to the Administrator within the prescribed time, the Administrator’s adverse determination shall be final, binding and conclusive, to the extent permitted by law.

The Administrator may hold a hearing or otherwise ascertain such facts as it deems necessary and shall render a decision which shall be binding upon both parties, to the extent permitted by law. The Administrator shall advise the claimant of the results of the review within sixty (60) days after receipt of the written request for the review, unless special circumstances require an extension of time for processing, in which case a decision shall be rendered as soon as possible but not later than one hundred twenty (120) days after receipt of the request for review. If such extension of time is required, written notice of the extension shall be furnished

to the claimant prior to the commencement of the extension that indicates the special circumstances requiring the extension of time and the date by which the Plan expects to render the determination on review. In the event that a period of time is extended as permitted pursuant to this paragraph due to a claimant’s failure to submit information necessary to decide a claim, the period for making the benefit determination on review shall be tolled from the date on which the notification of the extension is sent to the claimant until the date on which the claimant responds to the request for additional information. The decision of the review shall be written in a manner calculated to be understood by the claimant and shall include:

(i) specific reasons for the decision;

(ii) specific references to the pertinent Plan provisions on which the decision is based;


(iii)	a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimant’s claim for benefits;


(iv)	a statement of the claimant’s right to bring an action under Section 502(a) of ERISA following a denial of a claim on review; and

(v)

if an internal rule, guideline, protocol, or other similar criterion was relied upon in making the adverse determination, either the specific rule, guideline, protocol, or other similar criterion, or a statement that such rule, guideline, protocol, or other similar criterion was relied upon in making the adverse determination and that a copy of the rule, guideline, protocol, or other similar criterion will be provided free of charge to the claimant upon request.

The decision of the Administrator shall be final, binding and conclusive to the extent permitted by law.

Section 15. FUNDING

15.1 Plan Unfunded. The Plan is unfunded for tax purposes and for purposes of Title I of ERISA. Accordingly, the obligation of the Employer to make payments under the Plan constitutes solely an unsecured (but legally enforceable) promise of the Employer to make such payments, and no person, including any Participant or Beneficiary, shall have any lien, prior claim or other security interest in any property of the Employer as a result of this Plan. Any amounts payable under the Plan shall be paid out of the general assets of the Employer and each Participant and Beneficiary shall be deemed to be a general unsecured creditor of the Employer.

15.2 Rabbi Trust. The Employer may create a grantor trust to pay its obligations hereunder (a so-called rabbi trust), the assets of which shall be treated, for all purposes, as the assets of the Employer. In the event the trustee of such trust is unable or unwilling to make payments directly to Participants and Beneficiaries and such trustee remits payments to the Employer for delivery to Participants and Beneficiaries, the Employer shall promptly remit such amount, less applicable income and other taxes required to be withheld, to the Participant or Beneficiary.

Section 16. Amendment and termination

The Board may, in its sole discretion, amend, suspend or terminate, in whole or in part, the Plan, except that no amendment, suspension, or termination shall retroactively impair or otherwise adversely affect the rights of any Participant, Beneficiary, or other person to benefits under the Plan which have accrued prior to the

date of such action, as determined by the Administrator in its sole discretion. Any termination of this Plan will be made only to the extent and in the circumstances described in Treas. Reg. §1.409A-3(j)(4)(ix), or any successor provision.

The Administrator may adopt any amendment or take any other action which may be necessary or appropriate to facilitate the administration, management, and interpretation of the Plan or to conform the Plan thereto.

Section 17. No Assignment

A Participant’s right to the amount credited to his or her account under the Plan shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment by creditors of the Participant or the Participant’s Beneficiary.

Section 18. Successors and Assigns

The provisions of this Plan shall be binding upon and inure to the benefit of the Employer, its successors and assigns, and the Participants, Beneficiaries, heirs, legal representatives and assigns.

Section 19. No Contract of Employment

Nothing contained herein shall be construed as a contract of employment between a Participant and the Employer, or as a right of the Participant to continue in employment with the Employer, or as a limitation of the right of the Employer to discharge the Participant at any time, with or without cause.

Section 20. Governing Law

This Plan shall be subject to and construed in accordance with the provisions of ERISA, where applicable, and otherwise by the laws of the State of Ohio.

Section 21. section 409A of the code

It is intended that the Plan (including all amendments thereto) comply with the provisions of Section 409A of the Code, so as to prevent the inclusion in gross income of any amount credited to a Participant’s account hereunder in a taxable year that is prior to the taxable year or years in which such amount would otherwise be actually distributed or made available to the Participant. It is intended that the Plan shall be administered in a manner that will comply with Section 409A of the Code. Any reference in this Plan to Section 409A of the Code will also include any regulations or any other formal guidance, promulgated with respect to such Section 409A by the U.S. Department of Treasury or the Internal Revenue Service.

IN WITNESS WHEREOF, the Employer, by its duly authorized officer, has caused this Plan to be executed as of the ____ day of _______________, 2013.

POLYONE CORPORATION

By: _____________________________________

Authorized Officer