Common use of Retirement, Disability or Death Clause in Contracts

Retirement, Disability or Death. If your employment with PolyOne or a Subsidiary terminates before the expiration of the SARs due to (a) retirement at age 55 or older with at least 10 years of service, (b) retirement at age 58 or older with at least 5 years of service, (c) permanent and total disability (as defined under the relevant disability plan or program of PolyOne or a Subsidiary in which you then participate) or (d) death, then a pro-rata portion of the number of SARs for which the Performance-Vesting Hurdles have been satisfied on or prior to the date of the termination of your employment, but for which the Time-Vesting Hurdles have not been satisfied prior to the time of the termination of your employment, shall vest and may be exercised in whole or in part for the remainder of their term, but in no event beyond February 15, 2023, after which, subject to Section 1(d) of this Schedule A, such SARs will terminate. With respect to each pro-rata portion of a Tranche that vests in accordance with this Section 3 of this Schedule A, the proration shall be based on the number of days that you were employed by PolyOne or a Subsidiary during the period commencing on February 15, 2013 and ending on the date of the Time-Vesting Hurdle for such Tranche. Furthermore, all SARs that have become vested under Section 1 of this Schedule A at the time of the termination of your employment due to retirement, disability or death, but have not been exercised as of the time of the termination of your employment, may be exercised in whole or in part for the remainder of their term, but in no event beyond February 15, 2023, after which, subject to Section 1(d) of this Schedule A, such SARs will terminate.

Retirement, Disability or Death. If your employment with PolyOne or a Subsidiary terminates before the expiration of the SARs due to (a) retirement at age 55 or older with at least 10 years of serviceservice or retirement under other circumstances entitling you to receive benefits under one of PolyOne’s (including its predecessors) defined benefit pension plans or under an individual agreement with PolyOne, (b) retirement at age 58 or older with at least 5 years of service, (c) permanent and total disability (as defined under the relevant disability plan or program of PolyOne or a Subsidiary in which you then participate) or (dc) death, then a pro-rata portion of the number of SARs for which the Performance-Vesting Hurdles have been satisfied on or prior to the date of the termination of your employment, but for which the Time-Vesting Hurdles have not been satisfied prior to the time of the termination of your employment, shall vest and may be exercised in whole or in part for the remainder of their term, but in no event beyond February 15, 2023, after which, subject to Section 1(dthen: (i) of this Schedule A, such SARs will terminate. With respect to each pro-rata portion of a Tranche that vests in accordance with this Section 3 of this Schedule A, the proration shall be based on the number of days that you were employed by PolyOne or a Subsidiary during the period commencing on February 15, 2013 and ending on the date of the Time-Vesting Hurdle for such Tranche. Furthermore, all Any SARs that have become vested under as provided in Section 1 of this Schedule A at the time of the termination of your employment due to retirement, disability or death1(a) above, but have not been exercised as of the time of the termination of your employment, may be exercised in whole or in part (subject to the provisos in Section 1(a) above) for the shorter of (A) a period of three years after the termination of your employment and (B) the remainder of their term, but in no event beyond February 15, 2023[DATE], after which, subject to Section 1(d) of this Schedule A, which such SARs will terminate; and (ii) If any SARs become vested as provided in Section 1(a) above following the termination of your employment and before [DATE], you, or your executor or administrator, as the case may be, will be entitled to exercise, in whole or in part (subject to the provisos in Section 1(a) above), a pro-rata portion of the number of SARs that vest following the termination of your employment, based on the number of days that you were employed by PolyOne or a Subsidiary during the period commencing [DATE] and ending [DATE], for a period of three years after the termination of your employment.

Retirement, Disability or Death. If your employment with PolyOne or a Subsidiary terminates before the expiration of the SARs due to (a) retirement at age 55 or older with at least 10 years of service, (b) retirement at age 58 or older with at least 5 years of service, (c) permanent and total disability (as defined under the relevant disability plan or program of PolyOne or a Subsidiary in which you then participate) or (d) death, then a pro-rata portion of the number of SARs for which the Performance-Vesting Hurdles that have been satisfied on or vested prior to the date of the termination of your employmentemployment as provided in Section 1(a) above, but for which the Time-Vesting Hurdles have could not been satisfied prior to be exercised under Section 1 of this Schedule A as of the time of the termination of your employment, shall vest and may be exercised in whole or in part (subject to the provisos in Section 1(a) of this Schedule A), for the remainder of their term, but in no event beyond February 1514, 20232022, after which, subject to Section 1(d) of this Schedule A, such SARs will terminate. With respect to each pro-rata portion of a Tranche that vests in accordance with this Section 3 of this Schedule A, the The proration shall be based on the number of days that you were employed by PolyOne or a Subsidiary during the period commencing on February 1514, 2013 2012 and ending on the date of the Time-Vesting Hurdle for such Tranchetermination of your employment due to retirement, disability or death. Furthermore, all SARs that could have become vested been exercised under Section 1 of this Schedule A at the time of the termination of your employment due to retirement, disability or death, but have not been exercised as of the time of the termination of your employment, may be exercised in whole or in part for the remainder of their term, but in no event beyond February 1514, 20232022, after which, subject to Section 1(d) of this Schedule A, such SARs will terminate.

Retirement, Disability or Death. If your employment with PolyOne or a Subsidiary terminates before the expiration of the SARs due to (a1) retirement at age 55 or older with at least 10 years of serviceservice or retirement under other circumstances entitling you to receive benefits under one of PolyOne’s (including its predecessors) defined benefit pension plans, (b) retirement at age 58 or older with at least 5 years of service, (c2) permanent and total disability (as defined under the relevant disability plan or program of PolyOne or a Subsidiary in which you then participate) or (d3) death, then a pro-rata portion of the number of then: (a) any SARs for which the Performance-Vesting Hurdles have been satisfied on or prior to the date of the termination of your employment, but for which the Time-Vesting Hurdles have not been satisfied prior to that are vested at the time of the termination of your employment, shall vest and employment as provided in Section 1(a) above may be exercised in whole or in part (subject to the proviso in Section 1(a) above) for the shorter of (i) a period of three years after your termination of employment or (ii) the remainder of their term, but in no event beyond February 15, 2023[DATE], after which, subject to Section 1(d) of this Schedule A, which such SARs will terminate. With respect ; and (b) If any SARs become vested as provided in Section 1(a) above within the three year period following your termination of employment, you will be entitled to each exercise, in whole or in part (subject to the proviso in Section 1(a) above), a number of SARs equal to the number of SARs that vest in such three-year period, provided that such number shall be pro-rata portion of a Tranche that vests in accordance with this Section 3 of this Schedule A, the proration shall be rated based on the number portion of days that time you were employed by PolyOne or a Subsidiary during the period commencing on February 15, 2013 of [DATE] through [DATE] and ending on provided that you shall be entitled to exercise such SARs for the date shorter of the Time-Vesting Hurdle for such Tranche. Furthermore, all SARs that have become vested under Section 1 (i) a period of this Schedule A at the time of the three years after your termination of your employment due to retirement, disability or death, but have not been exercised as of the time of the termination of your employment, may be exercised in whole or in part for and (ii) the remainder of their term, but in no event beyond February 15, 2023[DATE], after which, subject to Section 1(d) of this Schedule A, which such SARs will terminate.