PHILLIP D. ASHKETTLE SUPPLEMENTAL RETIREMENT AGREEMENT
DATED AS OF JUNE 14, 1999
This PHILLIP D. ASHKETTLE SUPPLEMENTAL RETIREMENT AGREEMENT (the "SERP Agreement"),
dated as of June 14, 1999, is made and entered into by and between M.A. HANNA COMPANY, a Delaware
corporation (the "Company") and PHILLIP D. ASHKETTLE (the "Participant").
1. PURPOSE. The purpose of the Phillip D. Ashkettle Supplemental Retirement Agreement is to provide the
Participant, President and Chief Executive Officer of the Company, the ability to retire from employment with the
Company with a source of supplemental retirement income.
2. ELIGIBILITY TO PARTICIPATE. Only Phillip D. Ashkettle shall be eligible to participate in this SERP
3. BENEFIT COMMENCEMENT. The Benefit payable under this SERP Agreement shall commence following
(i) retirement of the Participant on or after December 31, 2005, (ii) termination of the Participant's employment
with the Company pursuant to Section 7.4.1 of the Employment Agreement dated as of June 14, 1999 between
the Participant and the Company (the "Employment Agreement"), (iii) payment by the Company to the Participant
of damages for a material breach by the Company of the Change-in-Control Agreement referenced in Section
9.1 of the Employment Agreement (the "Change-in-Control Agreement"), (iv) termination of the Participant's
employment pursuant to Section 7.2 of the Employment Agreement or (v) the Participant's death after attaining
age 55 but before benefits commence hereunder. In no event will benefits commence prior to the first day of the
month following the end of the Continuation Period (as defined in the Employment Agreement) if any. The Benefit
payable under this SERP Agreement shall be payable to the Participant and, if applicable, to his spouse or
beneficiary after his death.
4. AMOUNT OF BENEFIT. The Company will provide the Participant with annual payments of $526,000 each
for the life of the Participant commencing on the later of (i) the dat