Common use of Payment of Restricted Stock Units Clause in Contracts

Payment of Restricted Stock Units. (a) The Restricted Stock Units that have become non-forfeitable pursuant to Section 1 of this Schedule B will be paid in Common Shares transferred to you within 10 business days following the Vesting Date, provided, however, that, subject to Section 3(b) of this Schedule B, (i) in the event a Change of Control occurs prior to the Vesting Date or (ii) in the event your employment terminates on account of the reasons set forth in Section 1(b)(ii) of this Schedule B prior to the Vesting Date, the Restricted Stock Units will be paid within 10 business days following such Change of Control or the date of the termination of your employment, whichever applies. If PolyOne determines that it is required to withhold any federal, state, local or foreign taxes from any payment, PolyOne will withhold Common Shares with a Market Value per Share equal to the amount of these taxes from the payment. (b) If the event triggering the right to payment under Section 3(a) of this Schedule B does not constitute a permitted distribution event under Section 409A(a)(2) of the Code, then notwithstanding anything herein to the contrary, the payment of Common Shares will be made to you, to the extent necessary to comply with Section 409A of the Code, on the earliest of (i) your “separation from service” with PolyOne or a Subsidiary (determined in accordance with Section 409A) that occurs after the event giving rise to payment; (ii) the Vesting Date; or (iii) your death. In addition, if you are a “key employee” as determined pursuant to procedures adopted by PolyOne in compliance with Section 409A of the Code and any payment of Common Shares made pursuant to this Schedule B is considered to be a “deferral of compensation” (as such phrase is defined for purposes of Section 409A of the Code) that is payable upon your “separation from service” (within the meaning of Section 409A of the Code), then the payment date for such payment shall be the date that is the tenth business day of the seventh month after the date of your “separation from service” with PolyOne or a Subsidiary (determined in accordance with Section 409A of the Code).

Payment of Restricted Stock Units. (a) The Except as provided in the next sentence, payment of any vested Restricted Stock Units that have become non-forfeitable pursuant to Section 1 of this Schedule B will be paid in Common Shares transferred to you within 10 business days following the Vesting Date, provided, however, that, subject to Section 3(bthis Agreement shall be made as soon as administratively practicable following (but no later than thirty (30) of this Schedule B, (idays following) in the event a Change of Control occurs prior to the Vesting Date or (ii) in the event your employment terminates on account of the reasons set forth in Section 1(b)(ii) of this Schedule B prior to the Vesting Date, date that the Restricted Stock Units will be paid within 10 business days following such Change of Control vest pursuant to Section 4 or the date of the termination of your employment, whichever applies5 hereof. If PolyOne determines that it is required to withhold any federal, state, local or foreign taxes from any payment, PolyOne will withhold Common Shares with a Market Value per Share equal to the amount of these taxes from the payment. (b) If the event triggering the right to payment under Section 3(a) of this Schedule B does not constitute a permitted distribution event under Section 409A(a)(2) of the Code, then notwithstanding anything herein to the contrary, the payment of Common Shares will be made to you, to To the extent necessary to comply with Section 409A of applicable, if the Code, Restricted Stock Units become payable on the earliest of (i) your Participant’s “separation from service” with PolyOne or a Subsidiary (determined in accordance with the Company and its Subsidiaries within the meaning of Section 409A409A(a)(2)(A)(i) that occurs after of the event giving rise to payment; (ii) Code, the Vesting Date; or (iii) your death. In addition, if you are Participant is a “key specified employee” as determined pursuant to procedures adopted by PolyOne the Company in compliance with Section 409A of the Code Code, and any payment of Common Shares made pursuant to this Schedule B is considered to be the amount payable hereunder constitutes a “deferral of compensation” (as such phrase is defined for purposes of Section 409A of the Code) that is payable upon your “separation from service” (within the meaning of Section 409A of the Code), then payment for the payment date for such payment Restricted Stock Units shall be made on the date that is earlier of the tenth business first day of the seventh month after the date of your the Participant’s “separation from service” with PolyOne the Company and its Subsidiaries within the meaning of Section 409A(a)(2)(A)(i) of the Code or the Participant’s death. Payment shall be in the form of delivery of one (1) share of Common Stock for each vested Restricted Stock Unit. To the extent that the Company is required to withhold any federal, state, provincial, local or foreign taxes in connection with any delivery of shares of Common Stock to the Participant, and the amounts available to the Company for such withholding are insufficient, it shall be a Subsidiary condition to the receipt of such delivery that the Participant shall pay such taxes by the Company’s retention of a portion of the shares of Common Stock otherwise deliverable to the Participant. The shares so retained shall be credited against such withholding requirement at the fair market value on the date of such delivery. In the event additional taxes are required to be withheld by the Company the Participant agrees to a payroll deduction for the amount of the withholding requirement. The Participant acknowledges that, regardless of any action taken by the Company, the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (determined “Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company. The Participant further acknowledges that the Company (1) makes no representations or undertakings regarding the treatment of any Tax-Related Items in accordance connection with any aspect of the Restricted Stock Units, including, but not limited to, the grant, vesting or settlement of the Restricted Stock Units, or the subsequent sale of shares of Common Stock acquired pursuant to such settlement and the receipt of any dividends and/or any dividend equivalents, and (2) does not commit to and is under no obligation to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Except to the extent provided by Section 409A of the Code)Code and permitted by the Committee, no shares of Common Stock may be issued to the Participant at a time earlier than otherwise expressly provided in this Agreement. The Company’s obligations to the Participant with respect to the Restricted Stock Units will be satisfied in full upon the issuance of shares of Common Stock corresponding to such Restricted Stock Units.

Payment of Restricted Stock Units. (a) The Payment of Restricted Stock Units that have become non-forfeitable pursuant subject to Section 1 of this Schedule B will Award shall be paid in Common Shares transferred made to you within 10 business days the Grantee as soon as practicable following the Vesting Date, provided, however, that, subject to time such units become vested in accordance with Section 3(b) of this Schedule B, (i) 2 but in the no event a Change of Control occurs prior to the Vesting Date or (ii) in the event your employment terminates on account of the reasons set forth in Section 1(b)(ii) of this Schedule B prior to the Vesting Date, the Restricted Stock Units will be paid within 10 business later than 60 days following such Change of Control or the date of the termination of your employmentvesting, whichever applies. If PolyOne determines that it is required to withhold any federal, state, local or foreign taxes from any payment, PolyOne will withhold Common Shares with a Market Value per Share equal to the amount of these taxes from the payment. (b) If the event triggering the right to payment under Section 3(a) of this Schedule B does not constitute a permitted distribution event under Section 409A(a)(2) of the Code, then notwithstanding anything herein to the contrary, the payment of Common Shares will be made to you, except to the extent necessary deferred by Grantee in accordance with such procedures as the Committee, or its delegate, may prescribe from time to comply with time or except to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, on . To the earliest of (i) your “separation from service” with PolyOne or a Subsidiary (determined in accordance with Section 409A) that occurs after extent the event giving rise Grantee’s right to payment; (ii) the Vesting Date; or (iii) your death. In addition, if you are a “key employee” as determined pursuant to procedures adopted by PolyOne in compliance with Section 409A receive payment of the Code and any payment of Common Shares made pursuant to this Schedule B is considered to be Restricted Stock Units constitutes a “deferral of compensation” (as such phrase is defined for purposes of Section 409A of the Code) that is payable upon your “separation from service” (within the meaning of Section 409A of the Code), then notwithstanding the first sentence of this Section 6, except in the event that the Grantee’s employment terminates as a result of death, payment date for such payment of vested Restricted Stock Units subject to this Award shall be made to the Grantee within 60 days following the applicable Vesting Date(s) as provided in Section 2(a). Payment (or deferrals, as applicable) shall be subject to withholding for taxes. Payment shall be in the form of one (1) share of Common Stock for each full Restricted Stock Unit and any fractional Restricted Stock Unit shall be made in a cash amount equal in value to the shares of Common Stock that would otherwise be paid, valued at Fair Market Value on the date the respective Restricted Stock Units became vested, or if later, payable. Notwithstanding the foregoing, the number of shares of Common Stock that is the tenth business day of the seventh month after would otherwise be paid or deferred (valued at Fair Market Value on the date the respective Restricted Stock Unit became vested, or if later, payable) shall be reduced by the Committee, or its delegate, in its sole discretion, to fully satisfy tax withholding requirements, unless the Committee, or its delegate, in its discretion requires Grantee to satisfy such tax obligation by other payment to the Corporation. In the event that payment, after any such reduction in the number of your “separation from service” with PolyOne shares of Common Stock to satisfy withholding for tax requirements, would be less than ten (10) shares of Common Stock, then, if so determined by the Committee, or its delegate, in its sole discretion, payment, instead of being made in shares of Common Stock, shall be made in a Subsidiary (determined cash amount equal in accordance with Section 409A value to the shares of Common Stock that would otherwise be paid, valued at Fair Market Value on the Code)date the respective Restricted Stock Units became vested, or if later, payable.

Payment of Restricted Stock Units. (a) The Payment of Restricted Stock Units that subject to this Agreement shall be made to the Grantee as soon as practicable following the time such units have become non-forfeitable vested pursuant to Section 1 of this Schedule B will be paid in Common Shares transferred to you within 10 business days following the Vesting Date, provided, however, that, subject to Section 3(b) of this Schedule B, (i) Sections 4 or 5 hereof. Except as provided in the event a Change of Control occurs prior to next sentence, payment shall be made as soon as administratively practicable following (but no later than thirty (30) days following) the Vesting Date or (ii) in the event your employment terminates on account of the reasons set forth in Section 1(b)(ii) of this Schedule B prior to the Vesting Date, date that the Restricted Stock Units will be paid within 10 business days following such Change of Control vest pursuant to Sections 4 or the date of the termination of your employment, whichever applies5 hereof. If PolyOne determines that it is required to withhold any federal, state, local or foreign taxes from any payment, PolyOne will withhold Common Shares with a Market Value per Share equal to the amount of these taxes from the payment. (b) If the event triggering the right to payment under Section 3(a) of this Schedule B does not constitute a permitted distribution event under Section 409A(a)(2) of the Code, then notwithstanding anything herein to the contrary, the payment of Common Shares will be made to you, to To the extent necessary to comply with Section 409A of applicable, if the Code, Restricted Stock Units become payable on the earliest of (i) your Grantee’s “separation from service” with PolyOne or a Subsidiary (determined in accordance with the Company and its Subsidiaries within the meaning of Section 409A409A(a)(2)(A)(i) that occurs after of the event giving rise to payment; (ii) Code, the Vesting Date; or (iii) your death. In addition, if you are Grantee is a “key specified employee” as determined pursuant to procedures adopted by PolyOne the Company in compliance with Section 409A of the Code Code, and any payment of Common Shares made pursuant to this Schedule B is considered to be the amount payable hereunder constitutes a “deferral of compensation” (as such phrase is defined for purposes of Section 409A of the Code) that is payable upon your “separation from service” (within the meaning of Section 409A of the Code), then payment for the payment date for such payment Restricted Stock Units shall be made on the date that is earlier of the tenth business first day of the seventh month after the date of your the Grantee’s “separation from service” with PolyOne the Company and its Subsidiaries within the meaning of Section 409A(a)(2)(A)(i) of the Code or the Grantee’s death. Payment shall be in the form of one (1) share of Common Stock for each vested Restricted Stock Unit. Payment shall be subject to mandatory net settlement withholding for taxes. To the extent that the Company is required to withhold any federal, state, provincial, local or foreign taxes in connection with any delivery of shares of Common Stock to the Grantee, and the amounts available to the Company for such withholding are insufficient, it shall be a Subsidiary condition to the receipt of such delivery that the Grantee shall pay such taxes by the Company’s retention of a portion of the shares of Common Stock otherwise deliverable to the Grantee. The shares so retained shall be credited against such withholding requirement at the fair market value on the date of such delivery. In no event, however, shall the Company retain shares for payment of taxes in excess of required minimum tax withholding rates. The Grantee acknowledges that, regardless of any action taken by the Company, the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Grantee’s participation in the Plan and legally applicable to the Grantee (determined “Tax-Related Items”) is and remains the Grantee’s responsibility and may exceed the amount actually withheld by the Company. The Grantee further acknowledges that the Company (1) makes no representations or undertakings regarding the treatment of any Tax-Related Items in accordance connection with any aspect of the Restricted Stock Units, including, but not limited to, the grant, vesting or settlement of the Restricted Stock Units, or the subsequent sale of shares of Common Stock acquired pursuant to such settlement, and (2) does not commit to and is under no obligation to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Grantee’s liability for Tax-Related Items or achieve any particular tax result. Except to the extent provided by Section 409A of the Code)Code and permitted by the Board, no Common Shares may be issued to the Grantee at a time earlier than otherwise expressly provided in this Agreement. The Company’s obligations to the Grantee with respect to the Restricted Stock Units will be satisfied in full upon the issuance of Common Shares corresponding to such Restricted Stock Units.

Payment of Restricted Stock Units. (a) The Restricted Stock Units that have become non-forfeitable pursuant to Section 1 of this Schedule B will be paid in Common Shares transferred to you within 10 business days following the Vesting Date, provided, however, that, subject to Section 3(b) of this Schedule B, (i) in the event a Change of Control occurs prior to the Vesting Date or (ii) in the event your employment terminates on account of the reasons set forth in Section 1(b)(ii) of this Schedule B prior to the Vesting Date, If and when the Restricted Stock Units will be paid within 10 business days following such Change of Control or vest, the date of the termination of your employment, whichever applies. If PolyOne determines that it is required to withhold any federal, state, local or foreign taxes from any payment, PolyOne will withhold Common Shares with a Market Value per Share equal Company shall issue to the amount Grantee one share of these taxes from Company Stock for each vested Restricted Stock Unit, subject to the paymentGrantee’s tax withholding obligations as described below. Distribution shall be made within 30 days after the vesting date. (b) If The Company or any Affiliate is authorized to withhold from any payment due or transfer made under this Agreement or from any compensation or other amount owing to the event triggering Participant, including by payroll deduction, the right to payment under Section 3(aamount (in cash, shares, other securities or other property as determined by the Committee) of any applicable taxes payable in respect to the Restricted Stock Units, or any payment or transfer under this Schedule B does not constitute a permitted distribution event under Section 409A(a)(2) Agreement or the Plan and to take such other action as may be necessary in the opinion of the Code, then notwithstanding anything herein Company or such Affiliate to the contrary, satisfy its withholding obligations for the payment of Common Shares will be made to yousuch taxes, to the extent necessary to comply with Section 409A of the Code, on the earliest of (i) your “separation from service” with PolyOne or a Subsidiary (determined all in accordance with Section 409A14(d) that occurs after the event giving rise to payment; (ii) the Vesting Date; or (iii) your death. In addition, if you are a “key employee” as determined pursuant to procedures adopted by PolyOne in compliance with Section 409A of the Code Plan. If shares (including shares subject to the Restricted Stock Units) are used to satisfy tax withholding, such shares shall be valued based on their Fair Market Value when the tax withholding is required to be made; provided, however, that not more than the legally required minimum tax withholding amount may be settled by share withholding. If the Grantee fails to pay any required tax withholding amount in the manner specified by the Company when the Restricted Stock Units become taxable, after receiving written notice from the Company, the Company is authorized to cancel such Restricted Stock Units, in which case the Restricted Stock Units shall be forfeited and shall not be paid to the Grantee. 1 For the “senior” level award agreement. (c) The obligation of the Company to deliver stock shall also be subject to the condition that if at any payment time the Committee shall determine in its discretion that the listing, registration or qualification of Common Shares made the shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issue of shares, the shares may not be issued in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Committee. The issuance of shares to Grantee pursuant to this Schedule B Agreement is considered subject to be a “deferral of compensation” (as such phrase is defined for purposes of Section 409A any applicable taxes and other laws or regulations of the Code) that is payable upon your “separation from service” (within the meaning United States or of Section 409A of the Code), then the payment date for such payment shall be the date that is the tenth business day of the seventh month after the date of your “separation from service” with PolyOne or a Subsidiary (determined in accordance with Section 409A of the Code)any state having jurisdiction thereof.

Payment of Restricted Stock Units. Issuance of Shares ----------------------------------------------------- (a) The Restricted Stock Units that have become non-forfeitable pursuant to Section 1 If all or a portion of this Schedule B will be paid in Common Shares transferred to you within 10 business days following the Vesting Date, provided, however, that, subject to Section 3(b) of this Schedule B, (i) in the event a Change of Control occurs prior to the Vesting Date or (ii) in the event your employment terminates on account of the reasons set forth in Section 1(b)(ii) of this Schedule B prior to the Vesting Date, the Restricted Stock Units will be paid within 10 business days vest pursuant to Section 3(a) above, the Company shall make payment to the Participant by issuing one share of the Company's Common Stock for each Restricted Stock Unit that has vested pursuant to Section 3(a) above on the later of the following such Change dates (the "Payment Date"): (i) the date the Participant reaches age 57; and (ii) the first anniversary of Control or the date of the Participant's termination of your employmentemployment with the Company or a subsidiary of the Company or the 30th day following the date of the Participant's death, whichever appliesif earlier. If PolyOne determines that it is required Promptly following the Payment Date, the Company shall cause to withhold any federalbe issued one or more stock certificates, stateregistered in the name of the Participant, local or foreign taxes from any payment, PolyOne will withhold Common Shares with a Market Value per Share equal to evidencing the amount shares issued in payment of these taxes from the paymentRestricted Stock Units. (b) If the event triggering Restricted Stock Units vest pursuant to Section 3(b) above, the right Company shall make payment to payment under Section 3(a) of this Schedule B does not constitute a permitted distribution event under Section 409A(a)(2) the Participant by issuing one share of the Code, then notwithstanding anything herein Company's Common Stock for each Restricted Stock Unit granted to the contrary, the payment of Common Shares will be made to you, to the extent necessary to comply with Section 409A of the Code, on the earliest of (i) your “separation from service” with PolyOne or a Subsidiary (determined in accordance with Section 409A) that occurs after the event giving rise to payment; (ii) the Vesting Date; or (iii) your death. In addition, if you are a “key employee” as determined pursuant to procedures adopted by PolyOne in compliance with Section 409A of the Code and any payment of Common Shares made Participant pursuant to this Schedule B is considered Agreement as of the date of the consummation of a "Change of Control" as defined in the Severance Agreement (the "Change of Control Payment Date"). Promptly following the Change of Control Payment Date, the Company shall cause to be a “deferral issued one or more stock certificates, registered in the name of compensation” the Participant, evidencing the shares issued in payment of the Restricted Stock Units. (c) If the Participant should die before reaching age fifty-seven (57) and Restricted Stock Units shall have vested as of the date of such phrase is defined for death as provided in Section 3(d) above, then, notwithstanding the payment provisions of Section 4(a) above, the Company promptly shall cause to be issued one or more stock certificates, registered in the name of the Participant's legal representatives, beneficiaries or heirs, as the case may be, evidencing the shares issued in payment of the vested Restricted Stock Units. (d) For purposes of Section 409A this Agreement, the date of the Code) that is payable upon your “separation from service” (within the meaning Participant's termination of Section 409A of the Code), then the payment date for such payment employment shall be the date that is on which the tenth business day Participant actually or effectively ceases to be an employee of the seventh month after the date of your “separation from service” with PolyOne Company or a Subsidiary (determined subsidiary of the Company, in accordance with the Company's personnel policies. The Participant shall not be deemed to have terminated employment as a result of short-term illness, vacation or other authorized leave of absence, provided the Participant continues to be an employee and returns to her duties as an employee following the completion of such illness, vacation or other absence. (e) The Participant shall also not be deemed to have terminated employment as a result of a disability which renders the Participant incapable of returning to work. In the event of such a disability, the Restricted Stock Units shall continue to vest as and when provided in Section 409A 3 and shall be paid as and when provided in Sections 4(a)-(c) above as if the Participant had remained employed by the Company. For purposes of this Section 4(e), "disability" is defined as eligibility for long-term disability payments under the applicable Long-Term Disability Plan of the Code)Company.

Payment of Restricted Stock Units. (a) The Restricted Stock Units that have become non-forfeitable pursuant to Section 1 of this Schedule B will be paid in Common Shares transferred to you within 10 business days following the Vesting Date, provided, however, that, subject to Section 3(b) of this Schedule B, (i) in the event a Change of Control occurs prior to the Vesting Date or (ii) in the event your employment terminates on account of the reasons set forth in Section 1(b)(ii) of this Schedule B prior to the Vesting Date, the Restricted Stock Units will be paid within 10 20 business days following such Change of Control or the date of the termination of your employment, whichever applies. If PolyOne determines that it is required to withhold any federal, state, local or foreign taxes from any payment, PolyOne will withhold Common Shares with a Market Value per Share equal to the amount of these taxes from the payment. (b) If the event triggering the right to payment under Section 3(a) of this Schedule B does not constitute a permitted distribution event under Section 409A(a)(2) of the Code, then notwithstanding anything herein to the contrary, the payment of Common Shares will be made to you, to the extent necessary to comply with Section 409A of the Code, on the earliest of (i) your “separation from service” with PolyOne or a Subsidiary (determined in accordance with Section 409A) that occurs after the event giving rise to payment; (ii) the Vesting Date; or (iii) your death. In addition, if you are a “key employee” as determined pursuant to procedures adopted by PolyOne in compliance with Section 409A of the Code and any payment of Common Shares made pursuant to this Schedule B is considered to be a “deferral of compensation” (as such phrase is defined for purposes of Section 409A of the Code) that is payable upon your “separation from service” (within the meaning of Section 409A of the Code), then the payment date for such payment shall be the date that is the tenth business day of the seventh month after the date of your “separation from service” with PolyOne or a Subsidiary (determined in accordance with Section 409A of the Code).

Payment of Restricted Stock Units. (a) The Except as provided in the next sentence, payment of any vested Restricted Stock Units that have become non-forfeitable pursuant to Section 1 of this Schedule B will be paid in Common Shares transferred to you within 10 business days following the Vesting Date, provided, however, that, subject to Section 3(bthis Agreement shall be made as soon as administratively practicable following (but no later than thirty (30) of this Schedule B, (idays following) in the event a Change of Control occurs prior to the Vesting Date or (ii) in the event your employment terminates on account of the reasons set forth in Section 1(b)(ii) of this Schedule B prior to the Vesting Date, date that the Restricted Stock Units will be paid within 10 business days following such Change of Control vest pursuant to Section 4 or the date of the termination of your employment, whichever applies5 hereof. If PolyOne determines that it is required to withhold any federal, state, local or foreign taxes from any payment, PolyOne will withhold Common Shares with a Market Value per Share equal to the amount of these taxes from the payment. (b) If the event triggering the right to payment under Section 3(a) of this Schedule B does not constitute a permitted distribution event under Section 409A(a)(2) of the Code, then notwithstanding anything herein to the contrary, the payment of Common Shares will be made to you, to To the extent necessary to comply with Section 409A of applicable, if the Code, Restricted Stock Units become payable on the earliest of (i) your Participant’s “separation from service” with PolyOne or a Subsidiary (determined in accordance with the Company and its Subsidiaries within the meaning of Section 409A409A(a)(2)(A)(i) that occurs after of the event giving rise to payment; (ii) Code, the Vesting Date; or (iii) your death. In addition, if you are Participant is a “key specified employee” as determined pursuant to procedures adopted by PolyOne the Company in compliance with Section 409A of the Code Code, and any payment of Common Shares made pursuant to this Schedule B is considered to be the amount payable hereunder constitutes a “deferral of compensation” (as such phrase is defined for purposes of Section 409A of the Code) that is payable upon your “separation from service” (within the meaning of Section 409A of the Code), then payment for the payment date for such payment Restricted Stock Units shall be made on the date that is earlier of the tenth business first day of the seventh month after the date of your the Participant’s “separation from service” with PolyOne the Company and its Subsidiaries within the meaning of Section 409A(a)(2)(A)(i) of the Code or the Participant’s death. Payment shall be in the form of delivery of one (1) share of Common Stock for each vested Restricted Stock Unit. To the extent that the Company is required to withhold any federal, state, provincial, local or foreign taxes in connection with any delivery of shares of Common Stock to the Participant, and the amounts available to the Company for such withholding are insufficient, it shall be a Subsidiary condition to the receipt of such delivery that the Participant shall pay such taxes by the Company’s retention of a portion of the shares of Common Stock otherwise deliverable to the Participant. The shares so retained shall be credited against such withholding requirement at the fair market value on the date of such delivery. In no event, however, shall the Company accept shares for payment of taxes in excess of minimum required tax withholding rates; therefore, the Participant agrees to a payroll deduction for the amount of the withholding requirement that may be greater than the value of the whole number of shares retained for such purpose. The Participant acknowledges that, regardless of any action taken by the Company, the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (determined “Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company. The Participant further acknowledges that the Company (1) makes no representations or undertakings regarding the treatment of any Tax-Related Items in accordance connection with any aspect of the Restricted Stock Units, including, but not limited to, the grant, vesting or settlement of the Restricted Stock Units, or the subsequent sale of shares of Common Stock acquired pursuant to such settlement and the receipt of any dividends and/or any dividend equivalents, and (2) does not commit to and is under no obligation to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Except to the extent provided by Section 409A of the Code)Code and permitted by the Committee, no shares of Common Stock may be issued to the Participant at a time earlier than otherwise expressly provided in this Agreement. The Company’s obligations to the Participant with respect to the Restricted Stock Units will be satisfied in full upon the issuance of shares of Common Stock corresponding to such Restricted Stock Units.

Payment of Restricted Stock Units. (a) The Except as provided in the next sentence, payment of any vested Restricted Stock Units that have become non-forfeitable pursuant to Section 1 of this Schedule B will be paid in Common Shares transferred to you within 10 business days following the Vesting Date, provided, however, that, subject to Section 3(bthis Agreement shall be made as soon as administratively practicable following (but no later than thirty (30) of this Schedule B, (idays following) in the event a Change of Control occurs prior to the Vesting Date or (ii) in the event your employment terminates on account later of the reasons set forth in Section 1(b)(ii) of this Schedule B prior to the Vesting Date, date that the Restricted Stock Units will be paid within 10 business days following such Change of Control vest pursuant to Section 4 or 5 hereof and, if applicable, the date of the termination of your employment, whichever applies. If PolyOne determines that it is required specified pursuant to withhold any federal, state, local or foreign taxes from any payment, PolyOne will withhold Common Shares with a Market Value per Share equal to the amount of these taxes from the payment. (b) If the event triggering the right to payment under Section 3(a) of this Schedule B does not constitute a permitted distribution event under Section 409A(a)(2) of deferral election made by the CodeParticipant on or prior to December 31, then notwithstanding anything herein to 2018 and on file with the contrary, the payment of Common Shares will be made to you, to Company. To the extent necessary to comply with Section 409A of applicable, if the Code, Restricted Stock Units become payable on the earliest of (i) your Participant’s “separation from service” with PolyOne or a Subsidiary (determined in accordance with the Company and its Subsidiaries within the meaning of Section 409A409A(a)(2)(A)(i) that occurs after of the event giving rise to payment; (ii) Code, the Vesting Date; or (iii) your death. In addition, if you are Participant is a “key specified employee” as determined pursuant to procedures adopted by PolyOne the Company in compliance with Section 409A of the Code Code, and any payment of Common Shares made pursuant to this Schedule B is considered to be the amount payable hereunder constitutes a “deferral of compensation” (as such phrase is defined for purposes of Section 409A of the Code) that is payable upon your “separation from service” (within the meaning of Section 409A of the Code), then payment for the payment date for such payment Restricted Stock Units shall be made on the date that is earlier of the tenth business first day of the seventh month after the date of your the Participant’s “separation from service” with PolyOne the Company and its Subsidiaries within the meaning of Section 409A(a)(2)(A)(i) of the Code or the Participant’s death. Payment shall be in the form of delivery of one (1) share of Common Stock for each vested Restricted Stock Unit. To the extent that the Company is required to withhold any federal, state, provincial, local or foreign taxes in connection with any delivery of shares of Common Stock to the Participant, and the amounts available to the Company for such withholding are insufficient, it shall be a Subsidiary condition to the receipt of such delivery that the Participant shall pay such taxes by the Company’s retention of a portion of the shares of Common Stock otherwise deliverable to the Participant. The shares so retained shall be credited against such withholding requirement at the fair market value on the date of such delivery. In no event, however, shall the Company accept shares for payment of taxes in excess of minimum required tax withholding rates; therefore, the Participant agrees to a payroll deduction for the amount of the withholding requirement that may be greater than the value of the whole number of shares retained for such purpose. The Participant acknowledges that, regardless of any action taken by the Company, the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (determined “Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company. The Participant further acknowledges that the Company (1) makes no representations or undertakings regarding the treatment of any Tax-Related Items in accordance connection with any aspect of the Restricted Stock Units, including, but not limited to, the grant, vesting or settlement of the Restricted Stock Units and the receipt of any dividends and/or any dividend equivalents, or the subsequent sale of shares of Common Stock acquired pursuant to such settlement, and (2) does not commit to and is under no obligation to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Except to the extent provided by Section 409A of the Code)Code and permitted by the Committee, no shares of Common Stock may be issued to the Participant at a time earlier than otherwise expressly provided in this Agreement. The Company’s obligations to the Participant with respect to the Restricted Stock Units will be satisfied in full upon the issuance of shares of Common Stock corresponding to such Restricted Stock Units.

Payment of Restricted Stock Units. (a) The Payment of Restricted Stock Units that have become non-forfeitable pursuant subject to Section 1 of this Schedule B will Award shall be paid in Common Shares transferred made to you within 10 business days the Grantee as soon as practicable following the Vesting Date, provided, however, that, subject to time such units become vested in accordance with Section 3(b) of this Schedule B, (i) 2 but in the no event a Change of Control occurs prior to the Vesting Date or (ii) in the event your employment terminates on account of the reasons set forth in Section 1(b)(ii) of this Schedule B prior to the Vesting Date, the Restricted Stock Units will be paid within 10 business later than 60 days following such Change of Control or the date of the termination of your employmentvesting, whichever applies. If PolyOne determines that it is required to withhold any federal, state, local or foreign taxes from any payment, PolyOne will withhold Common Shares with a Market Value per Share equal to the amount of these taxes from the payment. (b) If the event triggering the right to payment under Section 3(a) of this Schedule B does not constitute a permitted distribution event under Section 409A(a)(2) of the Code, then notwithstanding anything herein to the contrary, the payment of Common Shares will be made to you, except to the extent necessary deferred by Grantee in accordance with such procedures as the Committee, or its delegatee, may prescribe from time to comply with time or except to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, on . To the earliest of (i) your “separation from service” with PolyOne or a Subsidiary (determined in accordance with Section 409A) that occurs after extent the event giving rise Grantee’s right to payment; (ii) the Vesting Date; or (iii) your death. In addition, if you are a “key employee” as determined pursuant to procedures adopted by PolyOne in compliance with Section 409A receive payment of the Code and any payment of Common Shares made pursuant to this Schedule B is considered to be Restricted Stock Units constitutes a “deferral of compensation” (as such phrase is defined for purposes of Section 409A of the Code) that is payable upon your “separation from service” (within the meaning of Section 409A of the Code), including due to the fact that the Grantee is or could become eligible for Retirement during the vesting period of this Award, then notwithstanding the first sentence of this Section 6, except in the event that the Grantee’s employment terminates as a result of death, payment date for such payment of vested Restricted Stock Units subject to this Award shall be made to the Grantee within 60 days following the applicable Vesting Date(s) as provided in Section 2(a). Payment (or deferrals, as applicable) shall be subject to withholding for taxes. Payment shall be in the form of one (1) share of Common Stock for each full Restricted Stock Unit and any fractional Restricted Stock Unit shall be made in a cash amount equal in value to the shares of Common Stock that would otherwise be paid, valued at Fair Market Value on the date the respective Restricted Stock Units became vested, or if later, payable. Notwithstanding the foregoing, the number of shares of Common Stock that is the tenth business day of the seventh month after would otherwise be paid or deferred (valued at Fair Market Value on the date the respective Restricted Stock Unit became vested, or if later, payable) shall be reduced by the Committee, or its delegatee, in its sole discretion, to fully satisfy tax withholding requirements, unless the Committee, or its delegatee, in its discretion requires Grantee to satisfy such tax obligation by other payment to the Corporation. In the event that payment, after any such reduction in the number of your “separation from service” with PolyOne shares of Common Stock to satisfy withholding for tax requirements, would be less than ten (10) shares of Common Stock, then, if so determined by the Committee, or its delegatee, in its sole discretion, payment, instead of being made in shares of Common Stock, shall be made in a Subsidiary (determined cash amount equal in accordance with Section 409A value to the shares of Common Stock that would otherwise be paid, valued at Fair Market Value on the Code)date the respective Restricted Stock Units became vested, or if later, payable.

Payment of Restricted Stock Units. (ai) (A) The fifty percent (50%) of the Earnable Restricted Stock Units that have become non-forfeitable pursuant to Section 1 of this Schedule B will vested on the Measurement Date in accordance with paragraph (b) and that have not been forfeited shall be paid in Common Shares transferred to you the Participant within 10 business sixty (60) days following the Vesting Measurement Date, provided, however, that, subject to Section 3(band (B) the remaining fifty percent (50%) of this Schedule B, the Earnable Restricted Stock Units that have vested on the one-year anniversary of the Measurement Date in accordance with paragraph (ib) in the event a Change of Control occurs prior and that have not been forfeited shall be paid to the Vesting Date or Participant within sixty (60) days following the one-year anniversary of the Measurement Date. (ii) If a Change in Control occurs, except as provided in subparagraph (iii) below, (A) the event your employment terminates on account fifty percent (50%) of the reasons set forth in Section 1(b)(ii) of this Schedule B prior to the Vesting Date, the CIC Earnable Restricted Stock Units will that have vested on the Change in Control in accordance with paragraph (b) and that have not been forfeited shall be paid to the Participant within 10 business sixty (60) days following such the Measurement Date, and (B) the remaining fifty percent (50%) of the CIC Earnable Restricted Stock Units that have vested on the one year anniversary of the Change in Control in accordance with paragraph (b) and that have not been forfeited shall be paid to the Participant within sixty (60) days following the one-year anniversary of the Measurement Date. (iii) If a Change in Control or occurs and provided that the Change in Control also constitutes a change in control event pursuant to Treasury Regulations section 1.409A-3(i)(5)(v) (a “409A CIC”), (A) the fifty percent (50%) of the CIC Earnable Restricted Stock Units that have vested on the Change in Control in accordance with paragraph (b) and that have not been forfeited shall be paid to the Participant within sixty (60) days following the date of the termination 409A CIC, and (B) the remaining fifty percent (50%) of your employment, whichever applies. If PolyOne determines the CIC Earnable Restricted Stock Units that it is required to withhold any federal, state, local or foreign taxes from any payment, PolyOne will withhold Common Shares have vested on the one-year anniversary of the Change in Control in accordance with a Market Value per Share equal paragraph (b) and that have not been forfeited shall be paid to the amount Participant within sixty (60) days following the one-year anniversary of these taxes from the payment409A CIC. (biv) If the event triggering the right to payment under Section 3(a) of this Schedule B does not constitute a permitted distribution event under Section 409A(a)(2) of the Code, then notwithstanding anything herein to the contrary, the payment of Common Shares will be made to you, to the extent necessary to comply with Section 409A of the Code, on the earliest of (i) your “separation from service” with PolyOne or a Subsidiary (determined All CIC Earnable Restricted Stock Units that have vested in accordance with Section 409Aparagraph (b) and that occurs after have not been forfeited shall be payable solely in cash. The amount of cash payable in respect of vested CIC Earnable Restricted Stock Units shall be based on the event giving rise to payment; (ii) the Vesting Date; or (iii) your deathChange in Control Price. In addition, if you are a “key employee” as determined pursuant to procedures adopted by PolyOne in compliance with Section 409A of the Code and any payment of Common Shares made pursuant to this Schedule B is considered to be a “deferral of compensation” (as such phrase is defined for purposes of Section 409A of the Code) all Earnable Restricted Stock Units that is payable upon your “separation from service” (within the meaning of Section 409A of the Code), then the payment date for such payment shall be the date that is the tenth business day of the seventh month after the date of your “separation from service” with PolyOne or a Subsidiary (determined have vested in accordance with Section 409A of paragraph (b) and that have not been forfeited shall be paid in cash based on the Code)Change in Control Price if a Change in Control occurs before payment is made for such vested Earnable Restricted Stock Units.

Payment of Restricted Stock Units. (a) The Payment of Restricted Stock Units that have become non-forfeitable pursuant subject to Section 1 of this Schedule B will Award shall be paid in Common Shares transferred made to you within 10 business days the Grantee as soon as practicable following the Vesting Date, provided, however, that, subject to time such units become vested in accordance with Section 3(b) of this Schedule B, (i) 2 but in the no event a Change of Control occurs prior to the Vesting Date or (ii) in the event your employment terminates on account of the reasons set forth in Section 1(b)(ii) of this Schedule B prior to the Vesting Date, the Restricted Stock Units will be paid within 10 business later than 60 days following such Change of Control or the date of the termination of your employmentvesting, whichever applies. If PolyOne determines that it is required to withhold any federal, state, local or foreign taxes from any payment, PolyOne will withhold Common Shares with a Market Value per Share equal to the amount of these taxes from the payment. (b) If the event triggering the right to payment under Section 3(a) of this Schedule B does not constitute a permitted distribution event under Section 409A(a)(2) of the Code, then notwithstanding anything herein to the contrary, the payment of Common Shares will be made to you, except to the extent necessary deferred by Grantee in accordance with such procedures as the Committee, or its delegate, may prescribe from time to comply with time or except to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, on . To the earliest of (i) your “separation from service” with PolyOne or a Subsidiary (determined in accordance with Section 409A) that occurs after extent the event giving rise Grantee's right to payment; (ii) the Vesting Date; or (iii) your death. In addition, if you are a “key employee” as determined pursuant to procedures adopted by PolyOne in compliance with Section 409A receive payment of the Code and any payment of Common Shares made pursuant to this Schedule B is considered to be Restricted Stock Units constitutes a “"deferral of compensation” (as such phrase is defined for purposes of Section 409A of the Code) that is payable upon your “separation from service” (" within the meaning of Section 409A of the Code), then notwithstanding the first sentence of this Section 6, except in the event that the Grantee’s employment terminates as a result of death, payment date for such payment of vested Restricted Stock Units subject to this Award shall be made to the Grantee within 60 days following the applicable Vesting Date(s) as provided in Section 2(a). Payment (or deferrals, as applicable) shall be subject to withholding for taxes. Payment shall be in the form of one (1) share of Common Stock for each full Restricted Stock Unit and any fractional Restricted Stock Unit shall be made in a cash amount equal in value to the shares of Common Stock that would otherwise be paid, valued at Fair Market Value on the date the respective Restricted Stock Units became vested, or if later, payable. Notwithstanding the foregoing, the number of shares of Common Stock that is the tenth business day of the seventh month after would otherwise be paid or deferred (valued at Fair Market Value on the date the respective Restricted Stock Unit became vested, or if later, payable) shall be reduced by the Committee, or its delegate, in its sole discretion, to fully satisfy tax withholding requirements, unless the Committee, or its delegate, in its discretion requires Grantee to satisfy such tax obligation by other payment to the Corporation. In the event that payment, after any such reduction in the number of your “separation from service” with PolyOne shares of Common Stock to satisfy withholding for tax requirements, would be less than ten (10) shares of Common Stock, then, if so determined by the Committee, or its delegate, in its sole discretion, payment, instead of being made in shares of Common Stock, shall be made in a Subsidiary (determined cash amount equal in accordance with Section 409A value to the shares of Common Stock that would otherwise be paid, valued at Fair Market Value on the Code)date the respective Restricted Stock Units became vested, or if later, payable.

Payment of Restricted Stock Units. (a) The Restricted Stock Units that have become non-forfeitable vest pursuant to Section 1 of this Schedule B will be paid in Common Shares transferred to you within 10 30 business days following the Vesting Date, ; provided, however, that, subject to Section 3(b) of this Schedule B, (i) in the event a Change of Control occurs prior to the Vesting Date or (ii) in the event your employment terminates on account of the reasons set forth in Section 1(b)(ii) of this Schedule B prior to the Vesting Date, the Restricted Stock Units will be paid within 10 30 business days following such Change of Control or the date of the termination of your employment, whichever applies. If PolyOne determines that it is required to withhold any federal, state, local or foreign taxes from any payment, PolyOne will withhold Common Shares with a Market Value per Share equal to the amount of these taxes from the payment. (b) If the event triggering the right to payment under Section 3(a) of this Schedule B does not constitute a permitted distribution event under Section 409A(a)(2) of the Code, then notwithstanding anything herein to the contrary, the payment of Common Shares will be made to you, to the extent necessary to comply with Section 409A of the Code, on the earliest of (i) your “separation from service” with PolyOne Avient or a Subsidiary (determined in accordance with Section 409A409A of the Code) that occurs after the event giving rise to payment; (ii) the Vesting Date; or or (iii) your death. In addition, if you are a “key employee” as determined pursuant to procedures adopted by PolyOne Avient in compliance with Section 409A of the Code and any payment of Common Shares made pursuant to this Schedule B is considered to be a “deferral of compensation” (as such phrase is defined for purposes of Section 409A of the Code) that is payable upon your “separation from service” (within the meaning of Section 409A of the Code), then the payment date for such payment shall be as soon as administratively practicable on or after the date that is the tenth first business day of the seventh month after following the date of your “separation from service” with PolyOne Avient or a Subsidiary (determined in accordance with Section 409A of the Code), but in no event later than the last day of the seventh month following your “separation from service.”

Payment of Restricted Stock Units. (a) The Restricted Stock Units that have become non-forfeitable vest pursuant to Section 1 of this Schedule B will be paid in Common Shares transferred to you within 10 30 business days following the Vesting Date, provided, however, that, subject to Section 3(b) of this Schedule B, (i) in the event a Change of Control occurs prior to the Vesting Date or (ii) in the event your employment terminates on account of the reasons set forth in Section 1(b)(ii) of this Schedule B prior to the Vesting Date, the Restricted Stock Units will be paid within 10 30 business days following such Change of Control or the date of the termination of your employment, whichever applies. If PolyOne determines that it is required to withhold any federal, state, local or foreign taxes from any payment, PolyOne will withhold Common Shares with a Market Value per Share equal to the amount of these taxes from the payment. (b) If the event triggering the right to payment under Section 3(a) of this Schedule B does not constitute a permitted distribution event under Section 409A(a)(2) of the Code, then notwithstanding anything herein to the contrary, the payment of Common Shares will be made to you, to the extent necessary to comply with Section 409A of the Code, on the earliest of (i) your “separation from service” with PolyOne Avient or a Subsidiary (determined in accordance with Section 409A) that occurs after the event giving rise to payment; (ii) the Vesting Date; or (iii) your death. In addition, if you are a “key employee” as determined pursuant to procedures adopted by PolyOne Avient in compliance with Section 409A of the Code and any payment of Common Shares made pursuant to this Schedule B is considered to be a “deferral of compensation” (as such phrase is defined for purposes of Section 409A of the Code) that is payable upon your “separation from service” (within the meaning of Section 409A of the Code), then the payment date for such payment shall be as soon as administratively practicable on or after the date that is the tenth first business day of the seventh month after following the date of your “separation from service” with PolyOne Avient or a Subsidiary (determined in accordance with Section 409A of the Code), but in no event later than the last day of the seventh month following your “separation from service.”

Payment of Restricted Stock Units. (a) The Restricted Stock Units that have become non-forfeitable vest pursuant to Section 1 of this Schedule B will be paid in Common Shares transferred to you within 10 30 business days following the Vesting Date, ; provided, however, that, subject to Section 3(b) of this Schedule B, (i) in the event a Change of Control occurs prior to the Vesting Date or (ii) in the event your employment terminates on account of the reasons set forth in Section 1(b)(ii) of this Schedule B prior to the Vesting Date, the Restricted Stock Units will be paid within 10 30 business days following such Change of Control or the date of the termination of your employment, whichever applies. If PolyOne determines that it is required to withhold any federal, state, local or foreign taxes from any payment, PolyOne will withhold Common Shares with a Market Value per Share equal to the amount of these taxes from the payment. (b) If the event triggering the right to payment under Section 3(a) of this Schedule B does not constitute a permitted distribution event under Section 409A(a)(2) of the Code, then notwithstanding anything herein to the contrary, the payment of Common Shares will be made to you, to the extent necessary to comply with Section 409A of the Code, on the earliest of (i) your “separation from service” with PolyOne Avient or a Subsidiary (determined in accordance with Section 409A) that occurs after the event giving rise to payment; (ii) the Vesting Date; or (iii) your death. In addition, if you are a “key employee” as determined pursuant to procedures adopted by PolyOne Avient in compliance with Section 409A of the Code and any payment of Common Shares made pursuant to this Schedule B is considered to be a “deferral of compensation” (as such phrase is defined for purposes of Section 409A of the Code) that is payable upon your “separation from service” (within the meaning of Section 409A of the Code), then the payment date for such payment shall be as soon as administratively practicable on or after the date that is the tenth first business day of the seventh month after following the date of your “separation from service” with PolyOne Avient or a Subsidiary (determined in accordance with Section 409A of the Code), but in no event later than the last day of the seventh month following your “separation from service.”

Payment of Restricted Stock Units. (a) The Restricted Stock Units that have become non-forfeitable pursuant to Section 1 of this Schedule B will be paid in Common Shares transferred to you within 10 on the 10th business days day following the Vesting Date, provided, however, that, subject to Section 3(b) of this Schedule B), (i) in the event a Change of Control occurs prior to the Vesting Date or (ii) in the event your employment terminates on account of the reasons set forth in Section 1(b)(ii) of this Schedule B prior to the Vesting Date, the Restricted Stock Units will be paid within 10 on the 10th business days day following such Change of Control or the date of the termination of your employment, whichever applies. If PolyOne determines that it is required to withhold any federal, state, local or foreign taxes from any payment, PolyOne will may withhold Common Shares with a Market Value per Share equal to the amount of these taxes from the payment. (b) If the event triggering the right to payment under Section 3(a) of this Schedule B above does not constitute a permitted distribution event under Section 409A(a)(2) of the Code, then notwithstanding anything herein to the contrary, the payment of Common Shares will be made to you, to the extent necessary to comply with Section 409A of the Code, on the earliest of (i) your “separation from service” with PolyOne or a Subsidiary (determined in accordance with Section 409A) that occurs after the event giving rise to payment; (ii) the Vesting DateDate (to the extent it constitutes a permitted distribution event); or (iii) your death. In addition, if you are a “key employee” as determined pursuant to procedures adopted by PolyOne in compliance with Section 409A of the Code and any payment of Common Shares made pursuant to this Schedule B Agreement is considered to be a “deferral of compensation” (as such phrase is defined for purposes of Section 409A of the Code) that is payable upon your “separation from service” (within the meaning of Section 409A of the Code), then the payment date for such payment shall be the date that is the tenth first business day of the seventh month after the date of your “separation from service” with PolyOne or a Subsidiary (determined in accordance with Section 409A of the Code).

Payment of Restricted Stock Units. Issuance of Shares ----------------------------------------------------- (a) The Restricted Stock Units that have become non-forfeitable pursuant to Section 1 If all or a portion of this Schedule B will be paid in Common Shares transferred to you within 10 business days following the Vesting Date, provided, however, that, subject to Section 3(b) of this Schedule B, (i) in the event a Change of Control occurs prior to the Vesting Date or (ii) in the event your employment terminates on account of the reasons set forth in Section 1(b)(ii) of this Schedule B prior to the Vesting Date, the Restricted Stock Units will be paid within 10 business days vest pursuant to Section 3(a) above, the Company shall make payment to the Participant by issuing one share of the Company's Common Stock for each Restricted Stock Unit that has vested pursuant to Section 3(a) above on the later of the following such Change dates (the "Payment Date"): (i) the date the Participant reaches age 62; and (ii) the first anniversary of Control or the date of the Participant's termination of your employmentemployment with the Company or a subsidiary of the Company or the 30th day following the date of the Participant's death, whichever appliesif earlier. If PolyOne determines that it is required Promptly following the Payment Date, the Company shall cause to withhold any federalbe issued one or more stock certificates, stateregistered in the name of the Participant, local or foreign taxes from any payment, PolyOne will withhold Common Shares with a Market Value per Share equal to evidencing the amount shares issued in payment of these taxes from the paymentRestricted Stock Units. (b) If the event triggering Restricted Stock Units vest pursuant to Section 3(b) above, the right Company shall make payment to payment under Section 3(a) of this Schedule B does not constitute a permitted distribution event under Section 409A(a)(2) the Participant by issuing one share of the Code, then notwithstanding anything herein Company's Common Stock for each Restricted Stock Unit granted to the contrary, the payment of Common Shares will be made to you, to the extent necessary to comply with Section 409A of the Code, on the earliest of (i) your “separation from service” with PolyOne or a Subsidiary (determined in accordance with Section 409A) that occurs after the event giving rise to payment; (ii) the Vesting Date; or (iii) your death. In addition, if you are a “key employee” as determined pursuant to procedures adopted by PolyOne in compliance with Section 409A of the Code and any payment of Common Shares made Participant pursuant to this Schedule B is considered Agreement as of the date of the consummation of a "Change of Control" as defined in the Severance Agreement (the "Change of Control Payment Date"). Promptly following the Change of Control Payment Date, the Company shall cause to be a “deferral issued one or more stock certificates, registered in the name of compensation” the Participant, evidencing the shares issued in payment of the Restricted Stock Units. (c) If the Participant should die before reaching age sixty-two (62) and Restricted Stock Units shall have vested as of the date of such phrase is defined for death as provided in Section 3(d) above, then, notwithstanding the payment provisions of Section 4(a) above, the Company promptly shall cause to be issued one or more stock certificates, registered in the name of the Participant's legal representatives, beneficiaries or heirs, as the case may be, evidencing the shares issued in payment of the vested Restricted Stock Units. (d) For purposes of Section 409A this Agreement, the date of the Code) that is payable upon your “separation from service” (within the meaning Participant's termination of Section 409A of the Code), then the payment date for such payment employment shall be the date that is on which the tenth business day Participant actually or effectively ceases to be an employee of the seventh month after the date of your “separation from service” with PolyOne Company or a Subsidiary (determined subsidiary of the Company, in accordance with the Company's personnel policies. The Participant shall not be deemed to have terminated employment as a result of short-term illness, vacation or other authorized leave of absence, provided the Participant continues to be an employee and returns to his duties as an employee following the completion of such illness, vacation or other absence. (e) The Participant shall also not be deemed to have terminated employment as a result of a disability which renders the Participant incapable of returning to work. In the event of such a disability, the Restricted Stock Units shall continue to vest as and when provided in Section 409A 3 and shall be paid as and when provided in Sections 4(a)-(c) above as if the Participant had remained employed by the Company. For purposes of this Section 4(e), "disability" is defined as eligibility for long-term disability payments under the applicable Long-Term Disability Plan of the Code)Company.

Payment of Restricted Stock Units. (a) The Payment of Restricted Stock Units that subject to this Agreement shall be made to the Grantee as soon as practicable following the time such units have become non-forfeitable vested pursuant to Section 1 of this Schedule B will be paid in Common Shares transferred to you within 10 business days following the Vesting Date, provided, however, that, subject to Section 3(b) of this Schedule B, (i) Sections 4 or 5 hereof. Except as provided in the event a Change of Control occurs prior to next sentence, payment shall be made as soon as administratively practicable following (but no later than thirty (30) days following) the Vesting Date or (ii) in the event your employment terminates on account of the reasons set forth in Section 1(b)(ii) of this Schedule B prior to the Vesting Date, date that the Restricted Stock Units will be paid within 10 business days following such Change of Control vest pursuant to Sections 4 or the date of the termination of your employment, whichever applies5 hereof. If PolyOne determines that it is required to withhold any federal, state, local or foreign taxes from any payment, PolyOne will withhold Common Shares with a Market Value per Share equal to the amount of these taxes from the payment. (b) If the event triggering the right to payment under Section 3(a) of this Schedule B does not constitute a permitted distribution event under Section 409A(a)(2) of the Code, then notwithstanding anything herein to the contrary, the payment of Common Shares will be made to you, to To the extent necessary to comply with Section 409A of applicable, if the Code, Restricted Stock Units become payable on the earliest of (i) your Grantee’s “separation from service” with PolyOne or a Subsidiary (determined in accordance with the Company and its Subsidiaries within the meaning of Section 409A409A(a)(2)(A)(i) that occurs after of the event giving rise to payment; (ii) Code, the Vesting Date; or (iii) your death. In addition, if you are Grantee is a “key specified employee” as determined pursuant to procedures adopted by PolyOne the Company in compliance with Section 409A of the Code Code, and any payment of Common Shares made pursuant to this Schedule B is considered to be the amount payable hereunder constitutes a “deferral of compensation” (as such phrase is defined for purposes of Section 409A of the Code) that is payable upon your “separation from service” (within the meaning of Section 409A of the Code), then payment for the payment date for such payment Restricted Stock Units shall be made on the date that is earlier of the tenth business first day of the seventh month after the date of your the Grantee’s “separation from service” with PolyOne the Company and its Subsidiaries within the meaning of Section 409A(a)(2)(A)(i) of the Code or the Grantee’s death. Payment shall be in the form of one (1) share of Common Stock for each vested Restricted Stock Unit. To the extent that the Company is required to withhold any federal, state, provincial, local or foreign taxes in connection with any delivery of shares of Common Stock to the Grantee, and the amounts available to the Company for such withholding are insufficient, it shall be a Subsidiary condition to the receipt of such delivery that the Grantee shall pay such taxes by the Company’s retention of a portion of the shares of Common Stock otherwise deliverable to the Grantee. The shares so retained shall be credited against such withholding requirement at the fair market value on the date of such delivery. In no event, however, shall the Company retain shares for payment of taxes in excess of required minimum tax withholding rates. The Grantee acknowledges that, regardless of any action taken by the Company, the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Grantee’s participation in the Plan and legally applicable to the Grantee (determined “Tax-Related Items”) is and remains the Grantee’s responsibility and may exceed the amount actually withheld by the Company. The Grantee further acknowledges that the Company (1) makes no representations or undertakings regarding the treatment of any Tax-Related Items in accordance connection with any aspect of the Restricted Stock Units, including, but not limited to, the grant, vesting or settlement of the Restricted Stock Units, or the subsequent sale of shares of Common Stock acquired pursuant to such settlement, and (2) does not commit to and is under no obligation to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Grantee’s liability for Tax-Related Items or achieve any particular tax result. Except to the extent provided by Section 409A of the Code)Code and permitted by the Board, no Common Shares may be issued to the Grantee at a time earlier than otherwise expressly provided in this Agreement. The Company’s obligations to the Grantee with respect to the Restricted Stock Units will be satisfied in full upon the issuance of Common Shares corresponding to such Restricted Stock Units.

Payment of Restricted Stock Units. (a) The Payment of Restricted Stock Units that have become non-forfeitable pursuant subject to Section 1 of this Schedule B will Award shall be paid in Common Shares transferred made to you within 10 business days the Grantee as soon as practicable following the Vesting Date, provided, however, that, subject to time such units become vested in accordance with Section 3(b) of this Schedule B, (i) 2 but in the no event a Change of Control occurs prior to the Vesting Date or (ii) in the event your employment terminates on account of the reasons set forth in Section 1(b)(ii) of this Schedule B prior to the Vesting Date, the Restricted Stock Units will be paid within 10 business later than 60 days following such Change of Control or the date of the termination of your employmentvesting, whichever applies. If PolyOne determines that it is required to withhold any federal, state, local or foreign taxes from any payment, PolyOne will withhold Common Shares with a Market Value per Share equal to the amount of these taxes from the payment. (b) If the event triggering the right to payment under Section 3(a) of this Schedule B does not constitute a permitted distribution event under Section 409A(a)(2) of the Code, then notwithstanding anything herein to the contrary, the payment of Common Shares will be made to you, except to the extent necessary deferred by Grantee in accordance with such procedures as the Committee, or its delegate, may prescribe from time to comply with time or except to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, on . To the earliest of (i) your “separation from service” with PolyOne or a Subsidiary (determined in accordance with Section 409A) that occurs after extent the event giving rise Grantee's right to payment; (ii) the Vesting Date; or (iii) your death. In addition, if you are a “key employee” as determined pursuant to procedures adopted by PolyOne in compliance with Section 409A receive payment of the Code and any payment of Common Shares made pursuant to this Schedule B is considered to be Restricted Stock Units constitutes a “"deferral of compensation” (as such phrase is defined for purposes of Section 409A of the Code) that is payable upon your “separation from service” (" within the meaning of Section 409A of the Code), then notwithstanding the first sentence of this Section 6, except in the event that the Grantee’s employment terminates as a result of death, payment date for such payment of vested Restricted Stock Units subject to this Award shall be made to the Grantee within 60 days following the Vesting Date as provided in Section 2(a). Payment (or deferrals, as applicable) shall be subject to withholding for taxes. Payment shall be in the form of one (1) share of Common Stock for each full Restricted Stock Unit and any fractional Restricted Stock Unit shall be made in a cash amount equal in value to the shares of Common Stock that would otherwise be paid, valued at Fair Market Value on the date the respective Restricted Stock Units became vested, or if later, payable. Notwithstanding the foregoing, the number of shares of Common Stock that is the tenth business day of the seventh month after would otherwise be paid or deferred (valued at Fair Market Value on the date the respective Restricted Stock Unit became vested, or if later, payable) shall be reduced by the Committee, or its delegate, in its sole discretion, to fully satisfy tax withholding requirements, unless the Committee, or its delegate, in its discretion requires Grantee to satisfy such tax obligation by other payment to the Corporation. In the event that payment, after any such reduction in the number of your “separation from service” with PolyOne shares of Common Stock to satisfy withholding for tax requirements, would be less than ten (10) shares of Common Stock, then, if so determined by the Committee, or its delegate, in its sole discretion, payment, instead of being made in shares of Common Stock, shall be made in a Subsidiary (determined cash amount equal in accordance with Section 409A value to the shares of Common Stock that would otherwise be paid, valued at Fair Market Value on the Code)date the respective Restricted Stock Units became vested, or if later, payable.

Payment of Restricted Stock Units. (a) The Payment of Restricted Stock Units that have become non-forfeitable vest pursuant to Section 1 the second sentence of this Schedule B will be paid in Common Shares transferred to you within 10 business days following the Vesting Date, provided, however, that, subject to Section 3(bparagraph (a) of this Schedule BSection shall be made in Shares (or, (i) if applicable, settlement in the event a Change of Control occurs prior same consideration paid to the Vesting Date or (ii) in the event your employment terminates on account stockholders of the reasons set forth in Section 1(b)(ii) of this Schedule B prior Company pursuant to the Vesting DateChange in Control), the Restricted Stock Units will be paid within 10 business days as soon as practicable following such Change of Control or the date of the termination of your employment, whichever applies. If PolyOne determines that it is required to withhold any federal, state, local or foreign taxes from any payment, PolyOne will withhold Common Shares with a Market Value per Share equal to the amount of these taxes from the payment. (b) If the event triggering the right to payment under Section 3(a) of this Schedule B does not constitute a permitted distribution event under Section 409A(a)(2) of the Code, then notwithstanding anything herein to the contrary, the payment of Common Shares will be made to you, to the extent necessary to comply with Section 409A of the Code, on the earliest of (i) your “separation from service” with PolyOne the date of the Change in Control if such Change in Control is also a change in the ownership or effective control of the Company or a Subsidiary change in the ownership of a substantial portion of the assets of the Company as described in Code Section 409A(a)(2)(A)(iv) (determined a “409A CIC”), (ii) the applicable Vest Date as provided in Section 4, or (iii) the date that is six months following the Participant’s termination of employment with the Company (or an Affiliate) for any reason, and (iv) a termination of the deferred compensation arrangement in accordance with Section 409A1.409A-3(j)(4)(ix) of the Treasury Regulations. Payment of Restricted Stock Units that occurs after vest pursuant to the event giving rise third sentence of paragraph (a) of this Section shall be made in Shares (or, if applicable, settlement in the same consideration paid to payment; the stockholders of the Company pursuant to the Change in Control) as soon as practicable following the date that is six months following the termination of employment referred to in such sentence. Payment of Restricted Stock Units that vest pursuant to the second sentence of paragraph (b) of this Section shall be made in Shares (or, if applicable, settlement in the same consideration paid to the stockholders of the Company pursuant to the Corporate Transaction), as soon as practicable following the earliest of (i) the date of the Corporate Transaction if such Corporate Transaction is also a Section 409A CIC, (ii) the Vesting Date; or applicable Vest Date as provided in Section 4, (iii) your death. In addition, if you are a “key employee” as determined pursuant to procedures adopted by PolyOne in compliance with Section 409A of the Code and any payment of Common Shares made pursuant to this Schedule B is considered to be a “deferral of compensation” (as such phrase is defined for purposes of Section 409A of the Code) that is payable upon your “separation from service” (within the meaning of Section 409A of the Code), then the payment date for such payment shall be the date that is six months following the tenth business day Participant’s termination of employment with the Company (or an Affiliate) for any reason, and (iv) a termination of the seventh month after the date of your “separation from service” with PolyOne or a Subsidiary (determined deferred compensation arrangement in accordance with Section 409A 1.409A-3(j)(4)(ix) of the Code)Treasury Regulations.