THE GEON COMPANY
1995 INCENTIVE STOCK PLAN
(as amended and restated as of November 4, 1998)
1. Purpose. The Geon Company 1995 Incentive Stock Plan (the "Plan") is designed to foster and promote the
long-term growth and performance of the Company by enhancing the Company's ability to attract and retain
qualified Directors and key employees and motivating Directors and key employees through stock ownership and
performance-based incentives. To achieve this purpose, this Plan provides authority for the grant of Stock
Options, Director Options, Restricted Stock, Stock Equivalent Units, Stock Appreciation Rights, Performance-
Based Stock Awards, and other stock and performance-based incentives.
(a) "Affiliate" - This term has the meaning given to it in Rule 12b-2 under the Exchange Act.
(b) "Award" - The grant of Stock Options, Director Options, Restricted Stock, Stock Equivalent Units, Stock
Appreciation Rights, Performance-Based Stock Awards, and other stock and performance-based incentives
under this Plan.
(c) "Award Agreement" - Any agreement between the Company and a Participant that sets forth terms,
conditions, and restrictions applicable to an Award.
(d) "Board of Directors " - The Board of Directors of the Company,
(e) "Change of Control" - A "Change of Control" means:
(i) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person") of beneficial ownership (within
the meaning of Rule 13d-3 promulgated under the Exchange Act) of voting securities of the Company where such
acquisition causes such Person to own 20% or more of the combined voting power of the then outstanding voting
securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting
Securities"); provided, however, that for purposes of this subsection (a), the following acquisitions shall not be
deemed to result