THE GEON COMPANY
INCENTIVE STOCK PLAN
(as amended and restated through August 31, 2000)
The purpose of The Geon Company Incentive Stock Plan (the "Plan") is to promote the interests of the
shareholders by furthering the long-term performance of the Company and to enable the Company to be
competitive in encouraging key employees who perform services of special importance to the management,
operation and the development of the business of the Company or its subsidiaries to remain in its service, to
attract others to it, and to provide such employees with an additional incentive to contribute to the prosperity of
the Company and its shareholders.
In addition to the terms defined herein, the following terms shall have the following meanings:
(a) "Common Stock" or "stock" - (i) for periods prior to the Effective Time, Common Stock, $.10 par value, of
the Company, and (ii) for periods from and after the Effective Time, common shares, $.01 par value, of the
Company, including in both cases authorized and unissued shares, treasury shares, and shares transferred from
The Geon Share Ownership Trust or the M.A. Hanna Company Associates Ownership Trust.
(b) "Company" - (i) for periods prior to the Effective Time, The Geon Company, a Delaware corporation, and
(ii) for periods from and after the Effective Time, PolyOne Corporation, an Ohio corporation.
(c) "Effective Time" - The Effective Time as defined in the Agreement and Plan of Consolidation, dated as of
May 7, 2000, as amended, by and among M.A. Hanna Company, The Geon Company and Consolidation Corp.
Incentives under the Plan may be granted in any one or a combination of
(a) stock options which may consist of (i) Incentive Stock Options (as defined in Section 6) or other statutory
stock options and/or (ii) non-qualified stock options; (b) Stock Appreciation Rights (as defined in Section 8); (c)
Limited Stock Appreciation Rights (as defined in Section 9); and (d)