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 Determination Date due to (a) retirement at age 55 or older with at least 10 years of service 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) permanent and total disability (as defined under the relevant disability plan or program of PolyOne or a Subsidiary in which you then participate) or (c) death, PolyOne shall pay to you or your executor or administrator, as the case may be, the portion of the Performance Shares to which you would have been entitled under Section 2 above, had you remained employed by PolyOne through the Determination Date, prorated based on the number of days during the Performance Period that you were employed by PolyOne or a Subsidiary. The pro-rata portion of the Performance Shares required to be paid under this Section 4 shall be paid to you or your executor or administrator, as the case may be, as provided in Section 6 of this Agreement.

Retirement, Disability or Death. If your employment with PolyOne or a Subsidiary terminates before the Determination Date end of the Performance Period due to (a1) retirement at age 55 or older with at least 10 years of service 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 PolyOneplans, (b2) permanent and total disability (as defined under the relevant disability plan or program of PolyOne or a Subsidiary in which you then participate) or (c3) death, PolyOne shall pay to you or your executor or administrator, as the case may be, after the end of the Performance Period, the portion of the Performance Shares Units to which you would have been entitled under Section 2 above, had you remained employed by PolyOne through the Determination Dateend of the Performance Period, prorated based on the number portion of days during the Performance Period that during which you were employed by PolyOne or a SubsidiaryPolyOne. The pro-rata portion of the Performance Shares Units required to be paid under this Section 4 shall be paid to you or your executor or administrator, as the case may be, as provided in Section 6 of this Agreement.

Retirement, Disability or Death. If your employment with PolyOne or a Subsidiary terminates before the Determination Payment Date due to (a) retirement at age 55 or older with at least 10 years of service 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) permanent and total disability (as defined under the relevant disability plan or program of PolyOne or a Subsidiary in which you then participate) or (c) death, PolyOne shall pay to you or your executor or administrator, as the case may be, the portion of the Performance Shares Units to which you would have been entitled under Section 2 above, had you remained employed by PolyOne through the Determination Payment Date, prorated based on the number of days during the Performance Period that you were employed by PolyOne or a SubsidiarySubsidiary from [DATE] until the Payment Date. The pro-rata portion of the Performance Shares Units required to be paid under this Section 4 shall be paid to you or your executor or administrator, as the case may be, as provided in Section 6 of this Agreement.

Retirement, Disability or Death. If your employment with PolyOne or a Subsidiary terminates before the Determination Date end of the Performance Period due to (a1) retirement at age 55 or older with at least 10 years of service 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 PolyOneplans, (b2) permanent and total disability (as defined under the relevant disability plan or program of PolyOne or a Subsidiary in which you then participate) or (c3) death, PolyOne shall pay to you or your executor or administrator, as the case may be, after the end of the Performance Period, the portion of the Performance Shares Units to which you would have been entitled under Section 2 above, had you remained employed by PolyOne through the Determination Dateend of the Performance Period, prorated based on the number portion of days during the Performance Period that during which you were employed by PolyOne or a SubsidiaryPolyOne. The pro-rata portion of the Performance Shares Units required to be paid under this Section 4 shall be paid to you or your executor or administrator, as within two and one-half months of the case may be, as provided in Section 6 expiration of this Agreementthe Performance Period.