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POLYONE SUPPLEMENTAL RETIREMENT BENEFIT PLAN

Employee Benefits Plan Agreement

POLYONE SUPPLEMENTAL RETIREMENT BENEFIT PLAN | Document Parties: POLYONE CORP You are currently viewing:
This Employee Benefits Plan Agreement involves

POLYONE CORP

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Title: POLYONE SUPPLEMENTAL RETIREMENT BENEFIT PLAN
Date: 3/15/2004
Industry: Chemicals - Plastics and Rubber     Sector: Basic Materials

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Exhibit 10.11c

 

POLYONE SUPPLEMENTAL RETIREMENT BENEFIT PLAN

 

SECTION 1. PURPOSE OF PLAN

 

The purpose of the Plan is to permit certain employees of PolyOne Corporation to elect to defer receipt of a portion of their Compensation. The Plan is intended to qualify as an unfunded, deferred compensation plan for a select group of management or highly compensated employees under ERISA. This Plan is expected to encourage the continued employment of the participating employees whose management and individual performance are largely responsible for the success of the Employer and to facilitate the recruiting of key management and highly compensated employees required for the continued growth and profitability of the Employer.

 

SECTION 2. DEFINITIONS

 

 

 

 

 

 

2.1   

  

“Administrator” means the Retirement Plan Committee appointed by the Board.

 

 

2.2   

  

“Beneficiary” means the person or entity determined to be a Participant’s beneficiary pursuant to Section 13.

 

 

2.3   

  

“Board” means the board of directors of PolyOne Corporation.

 

 

2.4   

  

“Code” means the Internal Revenue Code of 1986, as amended from time to time.

 

 

2.5   

  

“Compensation” shall have the meaning set forth in the Retirement Plan, without regard to the limit contained in Section 401(a)(17) of the Code.

 

 

2.6   

  

“Employer” shall mean PolyOne Corporation and each other affiliate (within the meaning of Sections 414(b), (c) and (m) of the Code), employees of which are selected to participate in the Plan.

 

 

2.7   

  

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

 

 

2.8   

  

“Participant” means an employee or former employee of the Employer who is eligible to participate in the Plan pursuant to Section 3.

 

 

2.9   

  

“Plan” means the PolyOne Supplemental Retirement Benefit Plan, as set forth herein and as amended from time to time.

 

 

2.10

  

“Plan Year” shall mean June 1, 2003 to December 31, 2003 and thereafter, the calendar year.

 

 

2.11

  

“Retirement Plan” means the PolyOne Retirement Savings Plan, as amended from time to time.

 

 

2.12

  

“Retirement Plan A” means the PolyOne Retirement Savings Plan A, as amended from time to time.

 


SECTION 3. ELIGIBLE EMPLOYEES

 

The Board shall determine which management employees and highly compensated employees of the Employer shall be eligible to participate in the Plan.

 

SECTION 4. ELECTION TO DEFER COMPENSATION

 

A Participant may elect to defer a specified whole percentage of his or her Compensation for a Plan Year by filing an election with the Administrator (pursuant to Section 5) on or prior to December 31 of the preceding Plan Year (or such earlier date as specified by the Administrator). Any election so made shall be binding for any following Plan Year, unless revised on or before December 31 of the preceding Plan Year (or such other earlier date specified by the Administrator). Provided, however, that any Participant who is eligible to participate in the Plan on June 1, 2003 shall be entitled to make an election to defer payments within the thirty (30) day period ending on June 30, 2003. Provided, further, however, that a Participant who first becomes eligible to participate in the Plan after the beginning of a Plan Year shall be entitled to make an election to defer payment within thirty (30) days after being informed of his eligibility to participate in the Plan.

 

The maximum percentage of Compensation that a Participant shall be eligible to defer for any given Plan Year shall be the same maximum as is set forth in Section 4.1(a) of the Retirement Plan.

 

SECTION 5. MANNER OF ELECTION

 

Any election made by a Participant pursuant to this Plan shall be made in writing by executing such form(s) as the Administrator shall from time to time prescribe or through any other method designated by the Administrator.

 

SECTION 6. ACCOUNTS

 

PolyOne Corporation shall establish and maintain on its books with respect to each Participant a separate account which shall record (a) any Compensation deferred by the Participant under the Plan pursuant to the Participant’s election, (b) any Employer contributions made on behalf of the Participant pursuant to Section 7 and Section 8 below, and (c) the allocation of any hypothetical investment experience.

 

SECTION 7. EMPLOYER MATCHING CONTRIBUTIONS

 

As of each payroll period, the Employer shall allocate Employer Matching Contributions to the account of each Participant who has a valid election to defer Compensation in effect for such payroll period. The amount of Employer Matching Contributions allocated to the account of each Participant shall be determined in accordance with Section 4.2(a) of the Retirement Plan.

 

2


SECTION 8. EMPLOYER CONTRIBUTIONS

 

For participants in the Retirement Plan, as of each payroll period, the Employer shall allocate to the account of each Participant an amount equal to the difference between, effective prior to January 1, 2004, (i) the retirement contributions that would otherwise be contributed on behalf of the Participant under Section 4.2(b) of the Retirement Plan if the provisions of the Retirement Plan were administered without regard to the limitations imposed by Sections 401(a)(17) and 415 of the Code and (ii) the retirement contributions made on his or her behalf under the Retirement Plan for such payroll period and effective on and after January 1, 2004, the retirement and transition contributions that would otherwise be contributed on behalf of the Participant under Section 4.2(b) and 4.2(c) of the Retirement Plan if the provisions of the Retirement Plan were administered without regard to the limitations imposed by Sections 401(a)(17) and 415 of the Code and (ii) the retirement and transition contributions made on his or her behalf under the Retirement Plan for such payroll period.

 

Effective prior to January 1, 2004, for participants in the Retirement Plan A, as of each payroll period, the Employer shall allocate to the account of each Participant an amount equal to the difference between (i) the retirement and transition contributions that would otherwise be contributed on behalf of the Participant under Section 4.2(b) and Section 4.2(c) of the Retirement Plan A if the provisions of the Retirement Plan A were administered without regard to the limitations imposed by Sections 401(a)(17) and 415 of the Code and (ii) the retirement and transition contributions made on his or her behalf under the Retirement Plan A for such payroll period.

 

SECTION 9. CREDITS AND ADJUSTMENTS TO ACCOUNTS

 

Each Participant’s account shall be credited with any amounts deferred under the Plan and any Employer contributions made on behalf of the Participant. Each Participant’s account shall be reduced by the amount of any distributions to the Participant from the Plan. Pursuant to procedures established by the Administrator, each Participant’s account shall be adjusted as of each business day the New York Stock Exchange is open to reflect the earnings or losses of any hypothetical investment media as may be designated by the Administrator pursuant to Section 10 below.

 

SECTION 10. INVESTMENT OF ACCOUNTS

 

For purposes of determining the amount of earnings and appreciation and losses and depreciation to be credited to a Participant’s account, such account shall be deemed invested in the investment options (designated by the Administrator as available under the Plan; provided that in no event shall the Administrator designate PolyOne Corporation common stock as an investment option under the Plan) as the Participant may elect, from time to time, in accordance with such rules and procedures as the Administrator may establish. However, no provision of the Plan shall require the Employer to actually invest any amounts in any fund or in any other investment vehicle.

 

3


SECTION 11. VESTING

 

A Participant shall be 100% vested in that portion of his account which is attributable to elective deferrals made under Section 6 or employer matching contributions made under Section 7. That portion of a Participant’s account attributable to employer contributions under Section 8 of the Plan shall vest in accordance with the following schedule:

 

 

 

 

 

Years of Service


 

  

Vested Percentage


 

 

Less than 3 years

  

0

%

3 years and thereafter

  

100

%

 

Notwithstanding the foregoing, any Participant who was a Participant in the M.A. Hanna Company Capital Accumulation Plan and/or the M.A. Hanna Company 401(k) and Retirement Plan as of May 31, 2003, and who was credited with two (2) years of service (for vesting purposes) under either such plan as of such date, shall have at least a twenty percent (20%) vested interest in any employer contributions under Section 8.

 

For purposes of this Section 11, a Participant will be credited with the same number of Years of Service under the Plan as he is credited with under either the Retirement Plan or the Retirement Plan A, whichever is applicable.

 

SECTION 12. TIME AND MANNER OF DISTRIBUTION

 

12.1 Payment of Account.

 

(a) A Participant’s vested account shall commence to be paid to such Participant within thirty days of the date of the Participant’s termination of employment with the Employer or any affiliate (within the meaning of Sections 414(b), (c) and (m) of the Code) in the form of payment selected by the Participant on an election form approved by and received by the Administrator or its designee.

 

(b) The following are the available choices for the form of payment of a Participant’s vested account:

 

(1) A single lump sum in cash; or

 

(2) Substantially equal annual cash installments over a period not exceeding 10 years.

 

This Section 12.1 and all other provisions of this Plan notwithstanding, if a Participant fails to elect a form of payment before payment is to commence pursuant to Section 12.1(a), the Participant’s vested account shall be paid in the form of a single lump sum in cash. In addition, the Board, in its sole and absolute discretion, may direct that payment of any part or all of a Participant’s vested account be accelerated and paid prior to the time the account would otherwise be payable in accordance with the Participant’s election, and in that event the Administrator shall make payment to the Participant at the time and in the manner directed by the Board. In no event, however, shall the Employer, the Administrator or any other person or party have the power to delay payment of the account beyond the time elected by the Participant.

 

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12.2 Death Before Payments Commence or are Completed. If a Participant dies while employed by the Employer or while receiving installment payments, the value of his vested account shall be paid to the Participant’s Beneficiary in a single lump sum cash payment


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