Common use of HEALTH AND LIFE BENEFITS Clause in Contracts

HEALTH AND LIFE BENEFITS. For a period of 36 months following the Separation from Service Date (the “Continuation Period”), the Company will arrange to provide the Executive with health benefits (the “Continued Health Benefits”) and life insurance benefits (the “Continued Life Insurance Benefits”) substantially similar to the respective health benefits and life insurance benefits that the Executive was receiving or entitled to receive immediately prior to the Change in Control. If and to the extent that any Continued Health Benefits or Continued Life Insurance Benefits described in this Paragraph 4 are not or cannot be paid or provided under any policy, plan, program or arrangement of the Company or any Subsidiary, as the case may be, then the Company will itself pay or provide for the payment to the Executive, his dependents and beneficiaries, of such respective Continued Health Benefits or Continued Life Insurance Benefits. Continued Health Benefits and/or Continued Life Insurance Benefits otherwise receivable by the Executive pursuant to this Paragraph 4 will be reduced to the extent comparable welfare benefits are actually received by the Executive from another employer during the Continuation Period following the Executive’s Separation from Service Date. The Executive shall have an affirmative obligation to report in writing to the Company the receipt of any such comparable benefits actually received by the Executive within 30 days of the commencement of such benefits. Continued Health Benefits provided in-kind, or if paid, then paid, by the Company pursuant to this Paragraph 4 shall be provided or paid respectively in a monthly amount equal to one-twelfth (1/12) of the actual cost of such Continued Health Benefits for the year in which they are provided. Continued Life Insurance Benefits provided in-kind, or if paid, then paid, by the Company pursuant to this Paragraph 4 shall be provided or paid respectively in a monthly amount equal to one-twelfth (1/12) of the actual cost of such Continued Life Insurance Benefits for the year in which they are provided. Notwithstanding the foregoing to the contrary, if the Executive is a Specified Employee on the Separation from Service Date, no payment for such Continued Life Insurance Benefits by the Company (whether to the Executive or applicable life insurance company) shall be made until six months following the Separation from Service Date, at which time the Company shall make a single lump sum payment to Executive in satisfaction of the first six months of such Continued Life Insurance Benefits. The Executive understands and agrees that, if the Executive is a Specified Employee on the Separation from Service Date, the Executive shall be responsible for timely payment of the actual cost of such Continued Life Insurance Benefits to the applicable life insurance company for the six months following the Separation from Service Date, and that failure to remit such payments timely may result in the cancellation of the applicable life insurance or other adverse action under the applicable life insurance policy.

HEALTH AND LIFE BENEFITS. For a period of 36 months following the Separation from Service Date (the “Continuation Period”), the Company will arrange to provide the Executive with health benefits (the “Continued Health Benefits”) and life insurance benefits (the “Continued Life Insurance Benefits”) substantially similar to the respective health benefits and life insurance benefits that the Executive was receiving or entitled to receive immediately prior to the Change in Control. If and to the extent that any Continued Health Benefits or Continued Life Insurance Benefits described in this Paragraph 4 are not or cannot be paid or provided under any policy, plan, program or arrangement of the Company or any Subsidiary, as the case may be, then the Company will itself pay or provide for the payment to the Executive, his dependents and beneficiaries, of such respective Continued Health Benefits or Continued Life Insurance Benefits. Continued Health Benefits and/or Continued Life Insurance Benefits otherwise receivable by the Executive pursuant to this Paragraph 4 will be reduced to the extent comparable welfare benefits are actually received by the Executive from another employer during the Continuation Period following the Executive’s Separation from Service Date. The Executive shall have an affirmative obligation to report in writing to the Company the receipt of any such comparable benefits actually received by the Executive within 30 days of the commencement of such benefits. Continued Health Benefits provided in-kind, or if paid, then paid, by the Company pursuant to this Paragraph 4 shall be provided or paid respectively in a monthly amount equal to one-twelfth (1/12) of the actual cost of such Continued Health Benefits for the year in which they are provided. provided Continued Life Insurance Benefits provided in-kind, or if paid, then paid, by the Company pursuant to this Paragraph 4 shall be provided or paid respectively in a monthly amount equal to one-twelfth (1/12) of the actual cost of such Continued Life Insurance Benefits for the year in which they are provided. Notwithstanding the foregoing to the contrary, if the Executive is a Specified Employee on the Separation from Service Date, no payment for such Continued Life Insurance Benefits by the Company (whether to the Executive or applicable life insurance company) shall be made until six months following the Separation from Service Date, at which time the Company shall make a single lump sum payment to Executive in satisfaction of the first six months of such Continued Life Insurance Benefits. The Executive understands and agrees that, if the Executive is a Specified Employee on the Separation from Service Date, the Executive shall be responsible for timely payment of the actual cost of such Continued Life Insurance Benefits to the applicable life insurance company for the six months following the Separation from Service Date, and that failure to remit such payments timely may result in the cancellation of the applicable life insurance or other adverse action under the applicable life insurance policy.

HEALTH AND LIFE BENEFITS. For a period of 36 months following the Separation from Service Termination Date (the “Continuation Period”), the Company will arrange to provide the Executive with health benefits (the “Continued Health Benefits”) and life insurance benefits (as such health and life insurance benefits are described within the definition of Employee Benefits) (the “Continued Health and Life Insurance Benefits”) substantially similar to the respective health benefits and life insurance benefits those that the Executive was receiving or entitled to receive immediately prior to the Change Termination Date (or, if greater, immediately prior to the reduction, termination, or denial described in ControlSection 1(i)(ii)), except that the level of any such Health and Life Benefits to be provided to the Executive may be reduced in the event of a corresponding reduction generally applicable to all recipients of or participants in such Health and Life Benefits. At the expiration of the Continuation Period, upon the Executive’s request, the Company will arrange to provide Health and Life Benefits at group rates as described in the preceding sentence. If and to the extent that any Continued Health Benefits or Continued Life Insurance Benefits benefit described in this Paragraph 4 are 2 is not or cannot be paid or provided under any policy, plan, program or arrangement of the Company or any Subsidiary, as the case may be, then the Company will itself pay or provide for such Health and Life Benefits. Notwithstanding the payment foregoing, or any other provision of the Agreement, for purposes of determining the period of continuation coverage to which the Executive or any of the Executive’s dependents is entitled pursuant to Section 4980B of the Code under the Company’s medical, his dependents dental and beneficiariesother group health plans, or successor plans, the Executive’s “qualifying event” will be the termination of such respective Continued the Continuation Period and the Executive will be considered to have remained actively employed on a full-time basis through that date. Further, for purposes of the immediately preceding sentences and for purposes of calculating service or age to determine the Executive’s eligibility for Health Benefits and Life Benefits, including benefits under any retiree medical benefits or Continued life insurance plan or policy, the Executive will be considered to have remained actively employed on a full-time basis through the termination of the Continuation Period. Health and Life Insurance Benefits. Continued Health Benefits and/or Continued Life Insurance Benefits otherwise receivable by the Executive pursuant to this Paragraph 4 2 will be reduced to the extent comparable welfare benefits are actually received by the Executive from another employer during or under title XVIII of the Continuation Period Social Security Act (Medicare) following the Executive’s Separation from Service Termination Date. The Executive shall have an affirmative obligation to report in writing to the Company the receipt of , and any such comparable benefits actually received by the Executive within 30 days shall be reported by the Executive to the Company. Notwithstanding anything in the Agreement or this Paragraph 2 to the contrary, the full cost of the commencement of such benefits. Continued Health and Life Benefits provided in-kind, or if paid, then paid, by the Company pursuant to this Paragraph 4 shall 2 will be provided or paid respectively in a monthly amount equal to one-twelfth (1/12) of the actual cost of such Continued Health Benefits for the year in which they are provided. Continued Life Insurance Benefits provided in-kind, or if paid, then paid, by the Company pursuant to this Paragraph 4 shall be provided or paid respectively in a monthly amount equal to one-twelfth (1/12) of the actual cost of such Continued Life Insurance Benefits for the year in which they are provided. Notwithstanding the foregoing to the contrary, if the Executive is a Specified Employee on the Separation from Service Date, no payment for such Continued Life Insurance Benefits by the Company (whether to the Executive or applicable life insurance company) shall be made until six months following the Separation from Service Date, at which time the Company shall make a single lump sum payment to Executive in satisfaction of the first six months of such Continued Life Insurance Benefits. The Executive understands and agrees that, if the Executive is a Specified Employee on the Separation from Service Date, the Executive shall be responsible for timely payment of the actual cost of such Continued Life Insurance Benefits to the applicable life insurance company for the six months following the Separation from Service Date, and that failure to remit such payments timely may result in the cancellation of the applicable life insurance or other adverse action under the applicable life insurance policyExecutive.

HEALTH AND LIFE BENEFITS. For a period of 36 24 months following the your Separation from Service Date (the “Continuation Period”), the Company OMNOVA will arrange to provide the Executive you with health benefits (the “Continued Health Benefits”) and life insurance benefits (the “Continued Life Insurance Benefits”) substantially similar to the respective health benefits and life insurance benefits that the Executive was you were receiving or entitled to receive immediately prior to the Change in Controlyour Separation from Service. If and to the extent that any Continued Health Benefits or Continued Life Insurance Benefits described in this Paragraph 4 4(e) are not or cannot be paid or provided under any policy, plan, program or arrangement of the Company or any Subsidiary, as the case may beOMNOVA, then the Company OMNOVA will itself pay or provide reimburse you for the payment to the Executive, his dependents and beneficiaries, cost of such respective Continued Health Benefits or Continued Life Insurance Benefits. Continued Health Benefits and/or Continued Life Insurance Benefits otherwise receivable by coverage as you may obtain in lieu thereof for the Executive pursuant to this Paragraph 4 will be reduced to the extent comparable welfare benefits are actually received by the Executive from another employer during remainder of the Continuation Period following the Executive’s Separation from Service Date. The Executive shall have an affirmative obligation (up to report in writing to the Company the receipt of any such comparable benefits actually received by the Executive within 30 days a maximum of the commencement of such benefitsCOBRA continuation coverage cost for OMNOVA-provided coverage). Continued Health Benefits provided in-kind, or if paid, then paid, by the Company OMNOVA pursuant to this Paragraph 4 4(e) shall be provided or paid respectively in a monthly amount equal to one-twelfth (1/12) of the actual cost of such Continued Health Benefits for the year in which they are provided. Continued Life Insurance Benefits provided in-kind, or if paid, then paid, by the Company OMNOVA pursuant to this Paragraph 4 4(e) shall be provided or paid respectively in a monthly amount equal to one-twelfth (1/12) of the actual cost of such Continued Life Insurance Benefits for the year in which they are provided. Notwithstanding the foregoing to the contrary, if the Executive is a Specified Employee on the Separation from Service Date, no payment for such Continued Life Insurance Benefits by the Company OMNOVA (whether to you or to the Executive or applicable life insurance company) shall be made until six months following the Separation from Service Date, at which time the Company OMNOVA shall make a single lump sum payment to Executive you in satisfaction of the first six months of such Continued Life Insurance Benefits. The Executive understands and agrees that, if the Executive is a Specified Employee on the Separation from Service Date, the Executive You agree that you shall be responsible for timely payment of the actual cost of such Continued Life Insurance Benefits to the applicable life insurance company for the six months following the Separation from Service Date, and that failure to remit such payments timely may result in the cancellation of the applicable life insurance or other adverse action under the applicable life insurance policy.; Xxxxx X. XxXxxxxx Employment Agreement December 31, 2008

HEALTH AND LIFE BENEFITS. For a period of 36 months following the Separation from Service Date three years (the “Benefits Continuation Period”), the Company will arrange to provide the Executive with Employee Benefits that provide health and life benefits (the “Continued Health Benefits”) and life insurance benefits (the “Continued Life Insurance Benefits”but not disability, stock option, performance share, performance unit, stock purchase, stock appreciation or similar compensatory benefits) substantially similar to the respective health benefits and life insurance benefits those that the Executive was receiving or entitled to receive immediately prior to the Change Termination Date (or, if greater, immediately prior to the reduction, termination, or denial described in ControlSection 3(b)(ii)), except that the level of any such Employee Benefits to be provided to the Executive may be reduced in the event of a corresponding reduction generally applicable to all recipients of or participants in such Employee Benefits. During any period of continued coverage pursuant to this Paragraph 3, the Executive will be required to pay the same cost of coverage, co-pays, deductibles and other similar payments paid by the Executive immediately prior to the Termination Date. If and to the extent that any Continued Health Benefits or Continued Life Insurance Benefits benefit described in this Paragraph 4 are 3 is not or cannot be paid or provided under any policy, plan, program or arrangement of the Company or any Subsidiary, as the case may be, then the Company will itself pay or provide for the payment to the Executive, his dependents and beneficiaries, of such respective Continued Health Employee Benefits along with, in the case of any benefit described in this Paragraph 3 which is subject to tax because it is not or Continued Life Insurance Benefitscannot be paid or provided under any such policy, plan, program or arrangement of the Company or any Subsidiary, an additional amount such that after payment by the Executive, or his dependents or beneficiaries, as the case may be, of all taxes so imposed, the recipient retains an amount equal to such taxes. Continued Health The benefit provided in this Section 3 from the Termination Date through the end of the time during which the Executive would otherwise be entitled to continuation coverage under a group health plan of the Company or any Subsidiary under Section 4980B of the Code (COBRA), if the Executive elected such coverage and paid the applicable premiums, is intended to be exempt from Section 409A of the Code pursuant to the medical benefits exception as set forth in Section 1.409A-1(b)(9)(v)(B) of the regulations promulgated under the Code. Notwithstanding the foregoing, or any other provision of the Agreement to the contrary, for purposes of determining the period of continuation coverage to which the Executive or any of his dependents is entitled pursuant to Section 4980B of the Code (or any successor provision thereto) under the Company’s medical, dental and other group health plans, or successor plans, the Executive’s “qualifying event” shall be the termination of the Benefits and/or Continued Life Insurance Continuation Period and the Executive shall be considered to have remained actively employed on a full-time basis through that date. Employee Benefits otherwise receivable by the Executive pursuant to this Paragraph 4 3 will be reduced to the extent comparable welfare benefits are actually received by the Executive from another employer during the Benefits Continuation Period following the Executive’s Separation from Service Termination Date. The Executive shall have an affirmative obligation to report in writing to the Company the receipt of , and any such comparable benefits actually received by the Executive within 30 days of the commencement of such benefits. Continued Health Benefits provided in-kind, or if paid, then paid, shall be reported by the Company pursuant to this Paragraph 4 shall be provided or paid respectively in a monthly amount equal to one-twelfth (1/12) of the actual cost of such Continued Health Benefits for the year in which they are provided. Continued Life Insurance Benefits provided in-kind, or if paid, then paid, by the Company pursuant to this Paragraph 4 shall be provided or paid respectively in a monthly amount equal to one-twelfth (1/12) of the actual cost of such Continued Life Insurance Benefits for the year in which they are provided. Notwithstanding the foregoing Executive to the contrary, if the Executive is a Specified Employee on the Separation from Service Date, no payment for such Continued Life Insurance Benefits by the Company (whether to the Executive or applicable life insurance company) shall be made until six months following the Separation from Service Date, at which time the Company shall make a single lump sum payment to Executive in satisfaction of the first six months of such Continued Life Insurance Benefits. The Executive understands and agrees that, if the Executive is a Specified Employee on the Separation from Service Date, the Executive shall be responsible for timely payment of the actual cost of such Continued Life Insurance Benefits to the applicable life insurance company for the six months following the Separation from Service Date, and that failure to remit such payments timely may result in the cancellation of the applicable life insurance or other adverse action under the applicable life insurance policyCompany.

HEALTH AND LIFE BENEFITS. For a period the greater of 36 months following (a) one year or (b) the Separation from Service Date remainder of the Severance Period (the “"Continuation Period”"), the Company will arrange to provide the Executive with Employee Benefits that provide health and life benefits (the “Continued Health Benefits”) and life insurance benefits (the “Continued Life Insurance Benefits”but not disability, stock option, performance share, performance unit, stock purchase, stock appreciation or similar compensatory benefits) substantially similar to the respective health benefits and life insurance benefits those that the Executive was receiving or entitled to receive immediately prior to the Change Termination Date (or, if greater, immediately prior to the reduction, termination, or denial described in ControlSection 3(b)(i)), except that the level of any such Employee Benefits to be provided to the Executive may be reduced in the event of a corresponding reduction generally applicable to all recipients of or participants in such Employee Benefits. At the expiration of the Continuation Period, upon the Executive's request, the Company will arrange to provide health and life benefits at group rates as described in the preceding sentence. If and to the extent that any Continued Health Benefits or Continued Life Insurance Benefits benefit described in this Paragraph 4 are is not or cannot be paid or provided under any policy, plan, program or arrangement of the Company or any Subsidiary, as the case may be, then the Company will itself pay or provide for the payment to the Executive, his dependents and beneficiaries, of such respective Continued Health Benefits or Continued Life Insurance Employee Benefits. Continued Health Benefits and/or Continued Life Insurance Employee Benefits otherwise receivable by the Executive pursuant to this Paragraph 4 will be reduced to the extent comparable welfare benefits are actually received by the Executive from another employer or under title XVIII of the Social Security Act (Medicare) during the Continuation Period following the Executive’s Separation from Service 's Termination Date. The Executive shall have an affirmative obligation to report in writing to the Company the receipt of , and any such comparable benefits actually received by the Executive within 30 days shall be reported by the Executive to the Company. The cost of the commencement of such benefits. Continued Health Employee Benefits provided in-kind, or if paid, then paid, by the Company pursuant to this Paragraph 4 shall will be provided or paid respectively in a monthly amount equal to one-twelfth (1/12) of the actual cost of such Continued Health Benefits for the year in which they are provided. Continued Life Insurance Benefits provided in-kind, or if paid, then paid, by the Company pursuant to this Paragraph 4 shall be provided or paid respectively in a monthly amount equal to one-twelfth (1/12) of during the actual cost of such Continued Life Insurance Benefits for the year in which they are provided. Notwithstanding the foregoing to the contrary, if the Executive is a Specified Employee on the Separation from Service Date, no payment for such Continued Life Insurance Benefits Continuation Period and thereafter by the Company (whether to the Executive or applicable life insurance company) shall be made until six months following the Separation from Service Date, at which time the Company shall make a single lump sum payment to Executive in satisfaction of the first six months of such Continued Life Insurance Benefits. The Executive understands and agrees that, if the Executive is a Specified Employee on the Separation from Service Date, the Executive shall be responsible for timely payment of the actual cost of such Continued Life Insurance Benefits to the applicable life insurance company for the six months following the Separation from Service Date, and that failure to remit such payments timely may result in the cancellation of the applicable life insurance or other adverse action under the applicable life insurance policyExecutive.