Vesting and Exercise of SARs. (a) Subject to the provisions of the Plan and the Agreement (including this Schedule A), the SARs will expire on February 14, 2032. Subject to Sections 2 and 3 of this Schedule A, vesting of the SARs will occur as follows, provided that you have been in the continuous employ of Avient or a Subsidiary on each such vesting date specified below (each set of performance-based SARs vesting on a specific date shall be called a “Tranche”): (i) One-third of the SARs shall vest on the later of (A) February 14, 2023 (the “Tranche I Time-Vesting Hurdle”) and (B) the first trading day immediately following the first thirty consecutive trading day period during which the Market Value per Share reaches a minimum of US$[•] for each trading day after February 14, 2022, but prior to February 14, 2032 (the “Tranche I Performance-Vesting Hurdle”). (ii) An additional one-third of the SARs shall vest on the later of (A) February 14, 2024 (the “Tranche II Time-Vesting Hurdle”) and (B) the first trading day immediately following the first thirty consecutive trading day period during which the Market Value per Share reaches a minimum of US$[•] for each trading day after February 14, 2022, but prior to February 14, 2032 (the “Tranche II Performance-Vesting Hurdle”). (iii) The remaining one-third of the SARs shall vest on the later of (A) February 14, 2025 (the “Tranche III Time-Vesting Hurdle,” and together with the Tranche I Time-Vesting Hurdle and the Tranche II Time-Vesting Hurdle, the “Time-Vesting Hurdles”) and (B) the first trading day immediately following the first thirty consecutive trading day period during which the Market Value per Share reaches a minimum of US$[•] for each trading day after February 14, 2022, but prior to February 14, 2032 (the “Tranche III Performance-Vesting Hurdle”, and together with the Tranche I Performance-Vesting Hurdle and the Tranche II Performance-Vesting Hurdle, the “Performance-Vesting Hurdles”). (b) Vested SARs may be exercised as provided in this Section 1(b) of this Schedule A as long as each exercise covers at a minimum the lesser of the number of fully vested SARs or 1,000 SARs. To exercise the SARs, you must follow the exercise procedures established by Avient, which may change periodically. You will be notified of any such changes. Upon exercise, Avient will issue you the number of Common Shares determined under Section 1(c) of this Schedule A. (c) The number of Common Shares to be issued will be determined by calculating the produc...

Vesting and Exercise of SARs. (a) Subject to the provisions of the Plan and the Agreement (including this Schedule A), the SARs will expire on February 16, 2021 and shall be exercisable on or before February 16, 2021. Subject to Sections 2 and 3 of this Schedule A, vesting of the SARs will occur as follows, provided that you have been in the continuous employ of PolyOne or a Subsidiary on each such vesting date specified below (except as provided in Section 3(ii) of this Schedule A): • One-third of the SARs will vest on February 16, 2012; • One-third of the SARs will vest on February 16, 2013; and • The remaining one-third of the SARs will vest on February 16, 2014. (b) The SARs may be exercised as provided in Section 1(b) of this Schedule A as to all or any of the SARs that are exercisable in accordance with this Schedule A, as long as each exercise covers the lesser of the number of fully vested SARs or 1,000 SARs. To exercise the SARs, you must submit an SAR Exercise Form to PolyOne signed by you stating the number of SARs you are exercising at that time and certifying that you are in compliance with the terms and conditions of the Plan. PolyOne will then issue you the number of Common Shares determined under Section 1(c) of this Schedule A. (c) The number of Common Shares to be issued will be determined by calculating (i) the difference between the Market Value per Share on the date of exercise and the Base Price (the “Spread”); (ii) multiplied by the number of SARs exercised; (iii) less any withholding taxes (federal, state, local or foreign taxes) PolyOne determines are to be withheld in accordance with the Plan and with applicable law. The result of this calculation will then be divided by the Market Value per Share on the date of exercise to determine the number of Common Shares to be issued, rounded down to the nearest whole share. In no event will you be entitled to acquire a fraction of one Common Share pursuant to this Schedule A. (d) Unless otherwise determined by the Board and so long as it does not violate applicable law, if, on February 16, 2021, (i) the Market Value per Share exceeds the Base Price, (ii) any SARs remain unexercised, and (iii) the SARs have not expired, any SARs that remain unexercised will be deemed to have been exercised by you on such date. In such event, PolyOne will issue you a number of Common Shares in accordance with Section 1(c) of this Schedule A. (e) The SARs are exercisable during your lifetime only by you or by your guardian or legal repres...

Vesting and Exercise of SARs. (A) Each annual SAR grant shall (I) be granted with an exercise price equal to fair market value (as defined under the Equity Plan) of the Company’s common stock on the date of grant, (II) have a term of five (5) years and (III) provide that the value of the SAR award (if any) shall be settled in shares of the Company’s common stock. Each grant of an SAR award shall be evidenced by an award agreement that provides that the SAR award shall become vested and exercisable in three equal annual installments beginning on the December 31 immediately following the grant date, subject to Executive’s continued employment through each such vesting date. (B) The vesting of each SAR award shall be accelerated upon a Change in Control as defined in the Equity Plan (provided Executive’s employment has not earlier terminated) or upon Executive’s termination of employment for any reason other than Cause or voluntary termination without Good Reason.

Vesting and Exercise of SARs. (A) Each annual SAR grant shall (i) be granted with an exercise price equal to fair market value (as defined under the Equity Plan) of the Company’s common stock on the date of grant, (ii) have a term of five (5) years and (iii) provide that the value of the SAR award (if any) shall be settled in shares of the Company’s common stock. Each grant of an SAR award shall be evidenced by an award agreement that provides that the SAR award shall become vested and exercisable in three equal annual installments beginning on the December 16 immediately following the grant date, subject to Executive’s continued employment as the Company’s Chief Executive Officer through each such vesting date. (B) The vesting of each SAR award shall be accelerated upon a Change in Control as defined in the Equity Plan (provided Executive’s employment as the Company’s Chief Executive Officer has not earlier terminated) or upon Executive’s termination of employment pursuant to Section 6(a) (Disability), Section 6(b) (death), Section 6(c) (Expiration of CEO Term) or Section 6(e) (Good Reason or without Cause). (C) If Executive resigns without Good Reason prior to December 16 of a year during the three-year vesting period for an SAR award, the SAR award shall thereupon become vested and exercisable as to the number of shares the Company’s common stock that is equal to the total number of shares as to which the SAR award would have become vested and exercisable if Executive had remained employed by the Company as Chief Executive Officer until December 16 of his Termination Year multiplied by a fraction, the numerator of which is the number of days Executive was employed by the Company as Chief Executive Officer during his Termination Year and the denominator of which is 350. (D) Any SARs that are vested and exercisable upon Executive’s termination of employment as the Company’s Chief Executive Officer for any reason other than Cause shall remain exercisable for the duration of such five year term.

Vesting and Exercise of SARs. Subject to the further provisions of this Agreement, the SARs shall become vested and may be exercised in accordance with the following schedule, by written notice to the Company at its principal executive office addressed to the attention of its Secretary (or such other officer or employee of the Company as the Company may designate from time to time): 1 st 331/3 % 2 nd 662/3 % 3 rd 100 % If your employment with the Company is terminated for any reason (including without limitation on account of death, disability, or retirement), the SARs, to the extent vested on the date of your termination, may be exercised, at any time during the six month period following such termination, by you or by your guardian or legal representative (or by your estate or the person who acquires the SARs by will or the laws of descent and distribution or otherwise by reason of the death of you if you die during such period), but in each case only as to the vested number of SARs, if any, that you were entitled to purchase hereunder as of the date your employment so terminates. All SARs that are not vested on your termination of employment shall be automatically cancelled and forfeited without consideration upon your termination. For purposes of this Agreement, "employment with the Company" shall include being an employee or a director of, or a consultant to, the Company or an Affiliate. There is no minimum or maximum number of SARs that must be exercised. Instead, the SARs may be exercised, at any time and from time to time, for any number of SARs that are then vested according to the provisions of this Agreement. Notwithstanding any of the foregoing, the SARs shall not be exercisable in any event after the expiration of 10 years from the above Date of Grant.

Vesting and Exercise of SARs

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Vesting and Exercise of Option The Option shall vest and become exercisable during its term in accordance with the following provisions:
Vesting and Exercise Once vested, this Warrant may be exercised as -------------------- to such vested portion whether or not at the time of such exercise the Warrantholder is an employee of (or consultant to) the Company (or one or more of its subsidiaries); however, this Warrant shall automatically terminate as to any unvested portion at any such time as the Warrantholder is no longer employed by (or a consultant to) the Company (or any of its subsidiaries). If this Warrant is not exercised prior to 5:00 P.M. on the Expiration Date (or the next succeeding Business Day, if the Expiration Date is a Nonbusiness Day), this Warrant, or any new Warrant issued pursuant to Section 1.1, shall cease to be exercisable and shall become void and all rights of the Warrantholder hereunder shall cease. This Warrant shall not be exercisable, and no Warrant Shares shall be issued hereunder, prior to 9:00 A.M., New York City time, on the applicable Exercise Date.
Vesting and Exercisability (a) Options to purchase 87,500 shares, 43,750 shares and 43,750 shares, respectively, will vest on the first three anniversaries of the Start Date (as defined in the Employment Agreement). (b) If the Employee's employment with the Company terminates for any reason prior to the time that the Option has been fully exercised, the unexercised portion of the Option on the date of termination of employment (whether exercisable or not) shall immediately expire; provided, however, that (i) if the Employee's employment is terminated by reason of the Employee's disability (pursuant to Section 3.3 of the Employment Agreement), all portions of the Option that are vested at the time of termination shall remain exercisable for a period of one year from the date of such termination or until the expiration of the Exercise Period, whichever is shorter; (ii) in the event of the death of the Employee while in the employ of the Company, all portions of the Option that are vested at the time of death shall remain exercisable by the legal representative of the estate or by the legatee of the Employee under the will of the Employee for a period of one year from the date of such death or until the expiration of the Exercise Period, whichever is shorter; and (iii) in the event the Employee is terminated without "Cause" (as defined in the Employment Agreement), or Executive terminates his employment for "Good Reason" (as defined in the Employment Agreement), then the Option shall become fully vested and exercisable and may be exercised for a period of five years from the date of such termination of employment or until the expiration of the Exercise Period, whichever is shorter. (c) The Board of Directors may, in the event the Executive's employment is terminated for Cause (as provided for in the Employment Agreement), annul the Option and, in such event, may require the Executive to return to the Company the economic benefit of any Option Shares purchased hereunder by the Executive within the six month period prior to the date of termination. In such event, the Executive hereby agrees to remit to the Company, in cash, an amount equal to the difference between the fair market value of the Option Shares on the date of termination (or the sales price of such Shares if the Option Shares were sold during such six month period) and the exercise price of such Shares.
Exercise of SARs Upon exercise of a SAR, the Participant (or any person having the right to exercise the SAR after his or her death) shall receive from the Company (a) Shares, (b) cash or (c) a combination of Shares and cash, as the Committee shall determine. The amount of cash and/or the Fair Market Value of Shares received upon exercise of SARs shall, in the aggregate, be equal to the amount by which the Fair Market Value (on the date of surrender) of the Shares subject to the SARs exceeds the Exercise Price.
Vesting and Exercisability of Option The Option shall vest, and may be exercised, with respect to the Shares as set forth in the Optionee Statement attached hereto and made a part hereof, subject to earlier termination of the Option as provided in Sections 1.4 and 6 hereof or in the Plan. The right to purchase the Shares as they become vested shall be cumulative and shall continue during the Exercise Term unless sooner terminated as provided herein.
Term and Exercise of Option a. The term of this Option shall commence on the Grant Date set forth above and shall continue until the Expiration Date set forth above, unless earlier terminated as provided herein. b. This Option shall be exercisable only in the event that and to the extent that such Option has become vested and exercisable pursuant to the terms of this Section 3.b (or Sections 7 or 8 below, if applicable). Subject to the earlier termination of this Option pursuant to its terms and to the terms of the Option Plan, this Option shall vest and become exercisable as follows, but only if the Optionee is then an employee of or continues to provide services to the Company or an Affiliate at the specified time: (i) Up to twenty percent (20%) of such Option Shares (rounded down to the nearest whole share) may be purchased at any time after one (1) year from the Grant Date and prior to the termination of this Option; (ii) Up to forty percent (40%) of such Option Shares (rounded down to the nearest whole share and less any shares previously purchased pursuant to this Option that vest pursuant to this Section 3.b) may be purchased at any time after two (2) years from the Grant Date and prior to the termination of this Option; (iii) Up to sixty percent (60%) of such Option Shares (rounded down to the nearest whole share and less any shares previously purchased pursuant to this Option that vest pursuant to this Section 3.b) may be purchased at any time after three (3) years from the Grant Date and prior to the termination of this Option; (iv) Up to eighty percent (80%) of such Option Shares (rounded down to the nearest whole share and less any shares previously purchased pursuant to this Option that vest pursuant to this Section 3.b) may be purchased at any time after four (4) years from the Grant Date and prior to the termination of this Option; (v) Up to 100% of such Option Shares (less any shares previously purchased pursuant to this Option that vest pursuant to this Section 3.b) may be purchased at any time after five (5) years from the Grant Date and prior to the termination of this Option. c. To exercise this Option, the Optionee shall satisfy the following conditions: (i) deliver written notice to the Company at its principal office within the option period, which written notice must be in the form of attached Exhibit A to this Agreement, and (ii) deliver payment in full for the Option Shares with respect to which this Option is then being exercised, as provided in Section 4(a) below. d. Neither the Optionee nor the Optionee’s legal representatives, legatees or distributees, as the case may be, will be, or will be deemed to be, a holder of any Option Shares for any purpose unless and until certificates for such Option Shares are issued (or are reflected upon the official records of the Company) to the Optionee or the Optionee’s legal representatives, legatees or distributees, under the terms of the Option Plan.
Grant and Exercise of Option Provided that (i) no Default has occurred and is then continuing (ii) the creditworthiness of Tenant is then reasonably acceptable to Landlord and (iii) Tenant originally named herein or a Permitted Transferee remains in possession of the Leased Premises throughout the term immediately preceding the Extension Term (as defined below), Tenant shall have the option to extend the Lease Term for two (2) additional periods of five (5) years each (the "Extension Term(s)"). Each Extension Term shall be upon the same terms and conditions contained in the Lease except (x) this provision giving two (2) extension options shall be amended to reflect the remaining options to extend, if any, and (y) any improvement allowances or other concessions applicable to the Leased Premises under the Lease shall not apply to the Extension Term, and (z) the Minimum Annual Rent shall be adjusted as set forth below (the "Rent Adjustment"). Tenant shall exercise each option by delivering to Landlord, no later than twelve (12) months prior to the expiration of the preceding term, written notice of Tenant's desire to extend the Lease Term. Tenant's failure to timely exercise such option shall be deemed a waiver of such option and any succeeding option. Landlord shall notify Tenant of the amount of the Rent Adjustment no later than one hundred eighty (180) days prior to the commencement of the Extension Term. Tenant shall be deemed to have accepted the Rent Adjustment if it fails to deliver to Landlord a written objection thereto within thirty (30) days after receipt thereof. If Tenant exercises its option to extend in accordance with the terms hereof, Landlord and Tenant shall execute an amendment to the Lease reflecting the terms and conditions of the Extension Term within thirty (30) days after Tenant's acceptance (or deemed acceptance) of the Rent Adjustment.
Exercise of Stock Options If stock options granted in connection with a Stock Incentive Plan are exercised: (1) Crescent Equities shall, as soon as practicable after such exercise, contribute to the capital of the Partnership an amount equal to the exercise price paid to Crescent Equities by the exercising party; (2) Crescent Equities shall, as of the date on which the purchase of the REIT Shares is consummated by such exercising party, be deemed to have contributed to the Partnership as Contributed Funds pursuant to Section 4.2.A(2) hereof an amount equal to the fair market value (computed using the "closing price" (as such term is defined in the definition of "Value" in Article I hereof) as of the date on which such purchase of REIT Shares is consummated by such exercising party) of the REIT Shares delivered by Crescent Equities to such exercising party; and (3) the General Partner's Partnership Interest shall remain unchanged, and the Partnership Interests of Crescent Equities and the other Limited Partners shall be adjusted as set forth in Section 4.2, based on the amount deemed to be contributed, determined pursuant to Section 4.6.B(2); provided that, for purposes of calculating the "Deemed Value of the Partnership" and the "Deemed Partnership Interest Value" under Section 4.2, the "Value" of a REIT Share shall be the "closing price" (as such term is defined in the definition of the term "Value" in Article I hereof) of a REIT Share as of the date on which the purchase of REIT Shares is consummated by the exercising party.
Exercise of Stock Option (a) The Optionee may exercise this Option only in the following manner: from time to time on or prior to the Expiration Date of this Option, the Optionee may give written notice to the Board of Directors or its authorized committee (the “Administrator”) of his or her election to purchase some or all of the vested Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the Stock Option purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the Administrator; (ii) in the form of shares of Stock that are not then subject to restrictions under any Company plan and that have been held by the Optionee for at least six months prior to the exercise date; or (iii) by the Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Administrator to pay the Stock Option purchase price, provided that in the event the Optionee chooses to pay the Stock Option purchase price as so provided in this subsection (iii), the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Administrator shall prescribe as a condition of such payment procedure. Payment instruments will be received subject to collection. The delivery of certificates representing the Option Shares will be contingent upon the Company’s receipt from the Optionee of full payment for the Option Shares, as set forth above and any agreement, statement or other evidence that the Administrator may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. (b) Certificates for shares of Stock purchased upon exercise of this Stock Option shall be issued and delivered to the Optionee upon compliance to the satisfaction of the Administrator with all requirements under applicable laws or regulations in connection with such issuance and with the requirements hereof and of the Plan. The determination of the Administrator as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of the shares subject to this Stock Option, or to have any of the rights of a holder, unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company shall have issued and delivered the shares to the Optionee, and the Optionee’s name shall have been entered as the stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of Stock. (c) The minimum number of shares with respect to which this Stock Option may be exercised at any one time shall be 100 shares, unless the number of shares with respect to which this Stock Option is being exercised is the total number of shares subject to exercise under this Stock Option at the time. (d) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof.
Duration and Exercise of Warrants (a) This Warrant shall be exercisable by the registered Holder on any business day before 5:00 P.M. (Pacific Time) at any time and from time to time on or after January 27, 2006 to and including the Expiration Date. At 5:00 P.M. (Pacific Time) on the Expiration Date, the portion of this Warrant not exercised prior thereto shall expire and become void and of no value. Prior to the Expiration Date, the Company may not call or otherwise redeem this Warrant. (b) Subject to Section 10, upon delivery of an executed Form of Election to Purchase, together with the grid attached hereto as Annex A duly completed and signed, to the Company at its address for notice set forth in Section 12 and upon payment of the Exercise Price multiplied by the number of Warrant Shares that the Holder intends to purchase hereunder, in the manner provided hereunder, all as specified by the Holder in the Form of Election to Purchase, the Company shall promptly (but in no event later than 5 business days after the Date of Exercise (as defined herein)) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate, a certificate for the Warrant Shares issuable upon such exercise, which may bear a restrictive legend as set forth in Section 7. To effect an exercise hereunder, the Holder shall not be required to physically surrender this Warrant to the Company unless all the Warrant Shares have been exercised. Exercises hereunder shall have the effect of lowering the number of Warrant Shares in an amount equal to the applicable exercise, which shall be evidenced by entries set forth on the attached Annex A. The Holder and the Company shall maintain records showing the number of Warrant Shares exercised and the date of such exercises. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following exercise of a portion of this Warrant, the number of shares issuable upon exercise of this Warrant may be less than the amount stated on the face hereof.

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