OMNOVA SOLUTIONS INC. EXECUTIVE INCENTIVE COMPENSATION PROGRAM

1.

AMENDMENT AND RESTATEMENT, PURPOSE AND DURATION OF PROGRAM

2.

DEFINITIONS AND INTERPRETATION

(a)

BASE PAY: An amount equal to the annual base salary (excluding bonus, commissions, expense reimbursements, employee benefits, and all other non-base salary amounts) paid to a Participant in a Fiscal Year.

(b)

BENEFICIARY: The person or persons determined in accordance with Article 7.

(c)

BOARD: The Board of Directors of the Company.

(d)

CAUSE: For the purposes of the Program, “Cause” shall be defined as:

(i)

A material violation of any of the Company’s Business Conduct Policies;

(ii)

The conviction for any felony or any offense involving moral turpitude;

(iii)

The Participant’s willful failure to perform the Participant’s duties; or

(iv)

Any material act deliberately committed to provoke termination.

(e)

CHANGE IN CONTROL: The occurrence of any of the following events, subject to the provisions of paragraph (v) hereof:

(i)

All or substantially all of the assets of the Company are sold or transferred to another corporation or entity, or the Company is merged, consolidated or reorganized into or with another corporation or entity, with the result that upon conclusion of the transaction less than 51% of the outstanding securities entitled to vote generally in the election of directors or other capital interests of the acquiring corporation or entity are owned directly or indirectly, by the shareholders of the Company generally prior to the transaction; or

(ii)

There is a report filed on Schedule 13D or Schedule 14D-1 (or any successor schedule, form or report), each as promulgated pursuant to the Exchange Act, disclosing that any person (as the term “person” is used in Section 13(d)(3) or Section 14(d)(2) of the Exchange Act (a “Person”)) has become the beneficial owner (as the term “beneficial owner” is defined under Rule 13d-3 or any successor rule or regulation promulgated under the Exchange Act (a “Beneficial Owner”)) of securities representing 20% or more of the combined voting power of the then-outstanding voting securities of the Company; or

(iii)

The individuals who, at the beginning of any period of two consecutive calendar years, constituted the Directors of the Company cease for any reason to constitute at least a majority thereof unless the nomination for election by the Company’s stockholders of each new Director of the Company was approved by a vote of at least two-thirds of the Directors of the Company still in office who were Directors of the Company at the beginning of any such period; or

(iv)

The Board determines that (A) any particular actual or proposed merger, consolidation, reorganization, sale or transfer of assets, accumulation of shares or tender offer for shares of the Company or other transaction or event or series of transactions or events will, or is likely to, if carried out, result in a Change in Control falling within paragraph (i), (ii) or (iii) hereof and (B) it is in the best interests of the Company and its shareholders, and will serve the intended purposes of the Change in Control provisions of this Program and other compensation and benefit programs, plans and agreements of the Company, if a Change in Control shall be deemed to have occurred.

(v)

Notwithstanding the foregoing provisions of this Section 2.1(e):

(f)

CHIEF EXECUTIVE OFFICER: The Chief Executive Officer of the Company.

(g)

CODE: The Internal Revenue Code of 1986, as presently in effect or hereafter amended.

(h)

COMMITTEE: The Compensation and Corporate Governance Committee of the Board, which shall consist solely of two or more outside directors or such other committee of Outside Directors, appointed annually by the Board.

(i)

COMPANY: OMNOVA Solutions Inc.

(j)

DISABILITY or DISABLED: Means either (i) the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a period of at least 12 months (which shall be evidenced by the written determination of a qualified medical doctor selected by the Committee and specifying the date upon which such disability commenced), or (ii) the Participant, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, is receiving income replacement benefits for a period exceeding six months under an accident and health plan covering employees of the Company.

(k)

EFFECTIVE DATE: October 1, 1999. The Program has subsequently been amended and restated effective January 20, 2006, and January 1, 2009.

(l)

EMPLOYEE: A full-time salaried employee (including, without limitation, a director who also is an employee) of the Company or a Participating Subsidiary, who is not in a bargaining unit represented by a labor organization.

(m)

FISCAL YEAR: The Company’s fiscal year which is the annually recurring period of twelve (12) consecutive calendar months, commencing on December 1 and ending on November 30.

(n)

INCENTIVE BONUS: A dollar amount determined pursuant to Article 4 and paid to a Participant pursuant to Articles 5 and 6.

(o)

INCENTIVE OPPORTUNITY: An amount expressed as a percentage of a Participant’s Base Pay, which shall be determined by the Committee or the Chief Executive Officer, as appropriate, for each Participant for each Fiscal Year as the maximum Incentive Bonus for which the Participant shall be eligible for the Fiscal Year.

(p)

NET BONUS: The amount of a Participant’s Incentive Bonus, after deduction of (i) any pre-tax contribution pursuant to any election which the Participant may have in effect under the terms of any employee benefit plan of the Company, (ii) any federal, state or local taxes of any kind required by law to be withheld, and (iii) any after-tax contribution pursuant to any election which the Participant may have in effect under the terms of any employee benefit plan of the Company.

(q)

OUTSIDE DIRECTOR: A member of the Board who satisfies the requirements of Section 303A.02 of the New York Stock Exchange Listed Company Manual, as such requirements may be amended or modified from time to time, and an individual who satisfies the requirements of an “outside director” under Code Section 162(m) and the relevant regulations.

(r)

PROGRAM: The OMNOVA Solutions Inc. Executive Incentive Compensation Program, as described in this document.

(s)

PARTICIPANT: An Employee who is employed, during a Fiscal Year, in a position determined by the Chief Executive Officer to have sufficient scope, authority and impact on the Company’s performance to qualify for participation in the Program.

(t)

PARTICIPATING SUBSIDIARY: Any domestic corporation in which the Company owns directly, or indirectly through a subsidiary, at least fifty percent (50%) of the total combined voting power of all classes of stock and whose directors adopt and ratify the Program in a manner determined by the Committee.

(u)

PERFORMANCE OBJECTIVES: The objective measures of achievement determined (i) by the Committee with respect to the Chief Executive Officer, or (ii) by the Chief Executive Officer with respect to all other Participants. Such measures of achievement shall apply to a Participant for a specific Fiscal Year and be set forth in the Performance Objectives Worksheet for that Fiscal Year in accordance with Section 4.2.