EXHIBIT 10.1
SEPARATION AGREEMENT TERM SHEET
-------------------------------
This Separation Agreement Term Sheet ("Term Sheet") is entered into as
of October 6, 2005 (the "Termination Date") by and between Xxxxxx X. Xxxxxxxxxx
("Executive") and PolyOne Corporation ("PolyOne" or "Company"):
WHEREAS, prior to the Termination Date, Executive was the President and
Chief Executive Officer of PolyOne;
WHEREAS, as of the Termination Date, PolyOne and Executive have
mutually determined that Executive shall resign his all positions with PolyOne;
WHEREAS, the parties intend to develop a mutually-agreeable Separation
Agreement (the "Agreement") detailing all the terms and conditions applicable
to, as well as all payments and benefits associated with, the cessation of
Executive's employment with the Company;
WHEREAS, in order to document their agreements until such time as a
final Agreement can be developed, the parties have signed this Term Sheet as of
the Termination Date;
NOW, THEREFORE, in consideration of the promises and agreements
contained herein, the Company and Executive agree as follows:
1. Resignation. Executive shall resign as of the Termination Date
from all positions with the Company, including all positions as an officer or
director of the Company.
2. Salary Continuation. For a time period (the "Severance Period")
beginning on the Termination Date and ending 36 months later, Executive shall be
paid his regular monthly salary in accordance with the Company's regular payroll
practices and subject to the regular withholdings and deductions.
3. Annual Incentive Plan. Executive shall receive his annual bonus
for 2005 under the Senior Executive Annual Incentive Plan in accordance with the
terms of the plan, and shall not be eligible for a bonus in any subsequent
period.
4. Long Term Incentive. Executive shall receive additional
compensation under the Company's long term executive incentive Plans as follows:
he shall receive the full amount that would be payable to him for the
Performance Period 2003-2005; two-thirds of the amount that would be payable to
him for the Performance Period 2004-2006; and one-third of the amount that would
be payable to him for the Performance Period 2005-2007.
5. Equity. Executive shall not be eligible for any additional
grants of stock options, performance shares, or share appreciation rights
(collectively, the "Equity") after the Termination Date. Executive's rights with
respect to any Equity granted to him prior to the Termination Date shall be
governed by the terms and conditions of the applicable plans based on his
termination of employment as of the end of the Severance Period.
6. Benefits. During the Severance Period, Executive shall receive
the following benefits: (a) Executive shall be allowed to continue as a plan
participant under the Company's health care plan during the Severance Period,
subject to the terms and conditions of the plan, and at the conclusion of the
Severance Period, Executive may continue, at his cost, his participation in the
health care plan pursuant to COBRA; (b) Executive shall continue to receive any
company-provided life insurance benefit; (c) Executive shall be entitled to
continue his current car allowance pursuant to the Company's policies; (d)
Executive shall continue to receive financial planning services; and (e)
Executive shall receive outplacement services in accordance with Company's usual
policies and limits.
7. Release and Non-disparagement. The Agreement will include a
full release of claims by Executive, and a mutual non-disparagement provision.
8. Non-competition and Non-solicitation. The Agreement will
include mutually-acceptable non-competition and non-solicitation provisions.
9. Compensation Committee Approval Required. Nothing in this Term
Sheet shall be binding until the Term Sheet is approved by the Compensation and
Governance Committee of the Company's Board of Directors.
IN WITNESS WHEREOF, the parties have executed and delivered this Term
Sheet as of the date set forth above.
POLYONE CORPORATION
By: /s/ Xxxxx X. Xxxxxxx
----------------------------------
Its: Chair, Compensation &
Governance Committee
Date: October 6, 2005
/s/ Xxxxxx X. Xxxxxxxxxx
--------------------------------------
XXXXXX X. XXXXXXXXXX
2
