2005 EQUITY AND PERFORMANCE INCENTIVE PLAN
1. PURPOSE. The purpose of the 2005 Equity and Performance Incentive Plan is to attract and retain directors,
officers and other employees of PolyOne Corporation, an Ohio corporation, and its Subsidiaries and to provide
to such persons incentives and rewards for superior performance.
2. DEFINITIONS. As used in this Plan,
(a) "Appreciation Right" means a right granted pursuant to Section 5 or Section 9 of this Plan, and will include
both Tandem Appreciation Rights and Free-Standing Appreciation Rights.
(b) "Base Price" means the price to be used as the basis for determining the Spread upon the exercise of a Free-
Standing Appreciation Right and a Tandem Appreciation Right.
(c) "Board" means the Board of Directors of the Company and, to the extent of any delegation by the Board to a
committee (or subcommittee thereof) pursuant to Section 16 of this Plan, such committee (or subcommittee).
(d) "Code" means the Internal Revenue Code of 1986, as amended from time to time.
(e) "Common Shares" means the shares of common stock, par value $0.01 per share, of the Company or any
security into which such Common Shares may be changed by reason of any transaction or event of the type
referred to in
Section 12 of this Plan.
(f) "Company" means PolyOne Corporation, an Ohio corporation.
(g) "Covered Employee" means a Participant who is, or is determined by the Board to be likely to become, a
"covered employee" within the meaning of
Section 162(m) of the Code (or any successor provision).
(h) "Date of Grant" means the date specified by the Board on which a grant of Option Rights, Appreciation
Rights, Performance Shares, Performance Units or other awards contemplated by Section 10 of this Plan, or a
grant or sale of Restricted Stock, Restricted Stock Units, or other awards contemplated by Section 10 of this
Plan will become effective (which date will not be earlier than the date on which the Board takes action with