Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of
report (Date of earliest event reported): July 16, 2008
PolyOne
Corporation
(Exact
Name of Registrant as Specified in Charter)
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Ohio
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1-1609
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34-1730488
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(State
or Other
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(Commission
File No.)
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(I.R.S.
Employer
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Jurisdiction
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Identification
No.)
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of
Incorporation)
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PolyOne
Center, 33587 Walker Rd.
Avon
Lake, Ohio 44012
(Address
of Principal Executive Offices) (Zip Code)
Registrant’s
telephone number, including area code:
(440)
930-1000
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N/A
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(Former
Name or Former Address, if Changed Since
Last Report)
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Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o
Written
communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
o
Soliciting
material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement
communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item
5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
July
16, 2008, the Compensation and Governance Committee of the Board of Directors
of
PolyOne Corporation (the “Company”) approved the adoption of an amended and
restated letter agreement (the “Letter Agreement”) with Stephen D. Newlin, which
amended and restated the letter agreement pursuant to which Mr. Newlin agreed
to
serve as the Company’s Chairman, President and Chief Executive Officer,
originally dated as of February 6, 2006. The Letter Agreement was amended (the
“Amendments”) to provide Mr. Newlin with certain benefits upon a Qualifying
Separation from Service (as defined below).
Under
the
Letter Agreement, Mr. Newlin will be considered to have a Qualifying Separation
from Service if: (1)(a) he attained the age of 55 and had at least five years
of
service with the Company, serving as Chairman and Chief Executive Officer at
the
time of his retirement, and (b) the Board of Directors of the Company, in its
sole discretion, has identified a suitable successor to the position of Chief
Executive Officer; or (2) Mr. Newlin’s employment is involuntarily terminated
other than for Serious Cause (as defined by the Letter Agreement).
The
Amendments provide that if Mr. Newlin has a Qualifying
Separation from Service, he will be treated as a retiree for purposes of any
stock appreciation rights (“SARs”), restricted stock units (“RSUs”) and
performance units awarded to him as long-term incentive awards so
that:
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any
SARs that are vested at the time of his Qualifying Separation from
Service
and any SARs that will become vested in the six-month period following
his
Qualifying Separation from Service may be exercised for the shorter
of (1)
three years from the date of his Qualifying Separation from Service
or (2)
the remainder of the term of the SARs;
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following
the third anniversary of the date of the grant of any RSUs, Mr. Newlin
will receive a pro-rata portion of the RSUs;
and
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following
the end of the performance period set forth in the award agreement
for any
performance units, Mr. Newlin will receive the performance units to
which
he would have been entitled had he remained employed by the Company
through the end of the performance period, pro-rated based on the portion
of the performance period during which he was employed by the
Company.
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The
Amendments also provide that upon Mr. Newlin’s Qualifying Separation from
Service, he will be entitled to annual Supplemental Executive Retirement Plan
payments (the “SERP Payments”), payable in the form of a fifteen-year certain
and continuous life annuity, conditioned upon Mr. Newlin’s execution of a
release and waiver. The SERP Payments will be unsecured and unfunded obligations
of the Company. If Mr. Newlin dies or incurs a Disability (as defined by the
Letter Agreement) prior to a Qualifying Separation from Service, he also will
be
entitled to certain SERP Payments under the Letter Agreement.
The
Amendments also provide that upon Mr. Newlin’s Qualifying Separation from
Service, he and his eligible dependents will have access to retiree medical
benefits under the Company’s standard retiree medical benefit program, to the
extent the Company continues to maintain such program for the benefit of its
retirees and their eligible dependents.
Mr.
Newlin will forfeit his right to receive the SERP Payments
and retiree medical benefits if he engages in any conduct prohibited by his
non-competition agreement or any acts that constitute fraud, embezzlement,
disclosure of confidential information or deliberate dishonesty.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Date:
July 18, 2008
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POLYONE CORPORATION |
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By: /s/
Lisa K. Kunkle |
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Name: Lisa K. Kunkle |
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Title: Vice
President, General Counsel and Secretary |