POLYONE CORP
EX-10.9B
<DOCUMENT>
<TYPE>EX-10.9.B
<SEQUENCE>3
<FILENAME>l92591aex10-9_b.txt
<DESCRIPTION>EX-10.9B
<TEXT>
<PAGE>

                                                                Exhibit 10.9b

                      STRATEGIC IMPROVEMENT INCENTIVE PLAN

                                    OVERVIEW


The PolyOne Strategic Improvement Incentive Plan (SIIP) is comprised of two
vehicles:

         1.       STOCK OPTIONS: grant of traditional options that provide the
                  employee with the right to exercise vested options for a term
                  of up to 10 years from the date of grant. The exercise
                  (strike) price will be equal to the fair market value of
                  PolyOne shares on the date of grant. The options will vest
                  based on continued service over three years, one-third on each
                  of the first, second and third anniversaries of the grant
                  date. If the stock appreciates 50% or greater from the
                  exercise price, shares scheduled to vest in year three will
                  vest immediately.


         2.       PERFORMANCE UNIT AWARDS are comprised of an equal amount of
                  two vehicles:

                  a.       PERFORMANCE EQUITY STOCK OPTIONS: provides the holder
                           with the right to purchase shares at a price equal to
                           the fair market value at the date of grant (same date
                           as the above stock option). The options will vest on
                           the third anniversary of grant and have a term of 39
                           months.

                  b.       PERFORMANCE EQUITY CASH UNITS: provides for a cash
                           payment at the end of a three-year performance period
                           based on actual company performance vs.
                           pre-established goals.

Based on the belief that the ability to directly affect the price of PolyOne
shares diminishes as participation expands to levels below the Chief Executive
Officer, Performance Unit Awards will increase at lower management levels. The
mix of these awards is the following:

                                                   Stock Options         PUA
                                                   -------------         ---

                                     PLT                70%               30%

                                     Level II           50%               50%

                                     Level III          30%               70%

Participants included in this plan are the only people who will receive stock
options each year.







<PAGE>

                                February 28, 2001

Attn: ((Next Record))

                       POLYONE CORPORATION INCENTIVE AWARD

THIS LETTER CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE COMMON SHARES OF THE COMPANY
ARE LISTED ON THE NEW YORK STOCK EXCHANGE.

Dear ((Salutation)):

      Subject to the terms and conditions of the PolyOne Corporation 2000 Stock
Incentive Plan (the "Plan") and this Letter, the Compensation Committee of the
Board of Directors of PolyOne Corporation (the "Company") has granted to you as
of February 28, 2001, the following awards:

      (a) A Time-Vested Option to purchase an aggregate of ((TV)) common shares
of the Company, having a par value of $.01 per share ("Company Common Shares"),
at an option price of $8.70 per share (the "Time-Vested Option Price"), the fair
market value as of the date of this grant.

      (b) A Performance Option to purchase an aggregate of ((Perf)) Company
Common Shares at an option price of $8.70 per share, the fair market value as of
the date of this grant.

      (c) A Performance Cash Award, the conveyance of which is contingent upon
the performance of the Company as set forth herein.

      The Time-Vested Option and Performance Option shall be incentive stock
options up to the $100,000 limit set forth in the Internal Revenue Code, with
the value of the stock relating to the Time-Vested Option being first applied
against such limit. To the extent that the Time-Vested Option or Performance
Option exceeds such limit, such option or portion thereof shall be a
non-qualified stock option. The Time-Vested Option, Performance Option and
Performance Cash Award granted hereunder are collectively

<PAGE>

referred to herein as the "Awards." A copy of the Plan is available for your
review through the Corporate Secretary's office.

         Section 1. Exercise of Stock Option. (a) Subject to the provisions of
the Plan and this Letter, the Time-Vested Option granted hereunder shall be
exercisable on or before the expiration date of February 28, 2011, and shall
vest according to the following schedule regardless of the performance of the
Company:

<TABLE>
<CAPTION>
         Date                      Shares Exercisable
--------------------               ------------------
<S>                                <C>
On February 28, 2002               35%
On February 28, 2003               additional 35%
On February 28, 2004               remaining 30%
</TABLE>

Notwithstanding the foregoing that, if at any time on or prior to February 28,
2004, the fair market value of the Company Common Shares as reported on the New
York Stock Exchange is at least 50% greater than the Time-Vested Option Price
($13.05) for any 20 trading days during any 30 consecutive trading day period,
the 30% of the shares scheduled to vest on February 28, 2004, shall become
immediately exercisable.

      (b) The Time-Vested Option may be exercised as to all or any of the shares
that can be purchased in accordance with Section 1(a) by submitting a letter to
the Company signed by you stating the number of Company Common Shares you are
electing to purchase at that time and certifying that you are in compliance with
the terms and conditions of the Plan and enclosing your payment of the
Time-Vested Option Price in full. No fraction of a common share may be purchased
upon the exercise of the Time-Vested Option. You may pay the Time-Vested Option
Price (i) in cash or by check acceptable to the Company, (ii) by the actual or
constructive transfer to the Company of Common Shares owned by you not less than
six months having a value at the time of exercise equal to the total Time-Vested
Option Price for the shares then being purchased (including, without limitation,
constructive transfer by means of the surrender of all or part of the Common
Shares issuable upon exercise of the Time-Vested Option (or any other option
granted to you by the Company)), or (iii) by a combination of (i) and (ii). You
also may exercise the Time-Vested Option and sell the shares acquired upon
exercise of the Time-Vested Option, pursuant to a brokerage arrangement
consistent with practices approved by the Company, and use the proceeds from
such sale as payment of all or a portion of the Time-Vested Option Price. For
purposes of this Section 1(b), common shares will be valued at their fair market
value at the time the Time-Vested Option is exercised.

            Section 2. Performance Option. Subject to the provisions of the Plan
and this Letter, the Performance Option granted hereunder shall vest 100% on
February 28, 2004, and shall be exercisable on or before the expiration date of
May 31, 2004. The Performance Option may be exercised in the same manner as set
forth in Section 1(b).


                                       2
<PAGE>

            Section 3. Performance Cash Award. (a) Subject to the provisions of
the Plan and this Letter, the Performance Cash Award conveyed to you hereunder
entitles you to 100% of a cash payment equal to $((Cash)) if for fiscal year
2003 (the "performance period") the Company's Performance Business Operating
Income (as defined in Section 3(b) below) is $287 million (which is the
equivalent of $2.00 earnings per share). In the event that the Company's
Performance Business Operating Income is greater or less than $287 million, you
shall be entitled to a cash payment in accordance with the sliding scale below:

<TABLE>
<CAPTION>
 Performance Business                             Percentage of
   Operating Income                           Performance Cash Award
 --------------------                         ----------------------
<S>                                           <C>
At least $217 million                                  50%

At least $287 million                                 100%

At least $357 million                                 150%

At least $427 million                                 200%
</TABLE>

Awards will be calculated based upon a sliding linear scale. For example, if
Performance Business Operating Income is $322 million, you are entitled to 125%
of the cash payment relating to the Performance Cash Award ($322 million is 50%
of the range between 100% and 150% attainment). The Company shall pay to you the
cash payment relating to the Performance Cash Award, if any, by March 31, 2004.

      (b) The term "Performance Business Operating Income" shall mean the
Company's total Operating Income before unusual items less operating income
associated with the three Resins and Intermediates segment equity investments,
i.e., OxyVinyls, SunBelt and Australian Vinyls Corporation. If the Company
alters its current portfolio of businesses through acquisition or divestiture,
the Performance Business Operating Income targets would be subject to change as
determined by the Compensation Committee of the Board of Directors.

            Section 4. Retirement, Disability or Death. (a) If your employment
with the Company or a subsidiary company terminates prior to the expiration of
the Time-Vested Option or the Performance Option or prior to the end of the
performance period of the Performance Cash Award, as the case may be, by reason
of retirement at age 55 or older with at least 10 years of service, permanent
and total disability (as defined under the relevant disability plan or program
of the Company or a subsidiary company in which you then participate) or death,
the Awards shall be exercisable or conveyed as follows:

      (i)   the Time-Vested Option, to the extent not theretofore fully
            exercisable, shall become immediately exercisable in full and may be
            exercised in whole or in part at any time and from time to time
            within three years of your retirement, disability or death, as the
            case may be, but in no event


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<PAGE>

            beyond the expiration date of the Time-Vested Option, and thereafter
            the Time-Vested Option shall terminate;

      (ii)  the Performance Option shall become exercisable in accordance with
            Section 2 notwithstanding your retirement, disability or death,
            except that you shall only be entitled to exercise a prorated
            portion of such Performance Option based upon the portion of the
            period from February 28, 2001, through February 27, 2004, during
            which you were employed by the Company, and such prorated portion
            shall be exercisable in whole or in part at any time and from time
            to time until the expiration date of the Performance Option, and
            thereafter the Performance Option shall terminate; and

      (iii) after the conclusion of the performance period, the Company shall
            pay to you or your executor or administrator, as the case may be,
            that portion of the cash payment relating to the Performance Cash
            Award to which you would have been entitled pursuant to Section 3
            had you remained employed by the Company until the conclusion of the
            performance period, prorated based upon the portion of the period
            from January 1, 2001, through December 31, 2003, during which you
            were employed by the Company.

      (b) If you exercise your Time-Vested Option or Performance Option (i) more
than three months after your retirement at age 55 or older with at least 10
years of service or (ii) more than one year after you become disabled, as the
case may be, the exercise of the option will not be treated for tax purposes as
the exercise of an incentive stock option.

      Section 5. Other Termination. If your employment with the Company or a
subsidiary company terminates prior to the expiration of the Time-Vested Option
or the Performance Option or prior to the end of the performance period of the
Performance Cash Award, as the case may be, for any reason other than retirement
at age 55 or older with at least 10 years of services, permanent and total
disability or death referred to in Section 4, the Awards shall be exercisable or
conveyed as follows:

      (a)   the Time-Vested Option shall be limited to the number of shares
            which could have been exercised pursuant to Section 1(a) at the time
            of your termination of employment and shall terminate as to the
            remaining shares and may be exercised as to such limited number of
            shares at any time within ninety (90) days of your termination of
            employment, but in no event beyond the term of the Time-Vested
            Option, and thereafter the Time-Vested Option shall terminate;

      (b)   the Performance Option, to the extent not exercisable, shall
            terminate, and, to the extent exercisable, may be exercised at any
            time prior to the expiration of the term of the Performance Option,
            and thereafter the Performance Option shall terminate; and


                                       4
<PAGE>

      (c)   the Performance Cash Award shall be forfeited.

      Section 6. Change of Control. Upon the occurrence of a Change of Control
(as defined on Exhibit A attached hereto) during the term of the Time-Vested
Option or the Performance Option or the performance period of the Performance
Cash Award, as the case may be, the Awards shall become exercisable or be
conveyed as follows:

      (a)   the Time-Vested Option shall become exercisable in accordance with
            Section 1(a) and may be exercised in whole or in part at any time
            and from time to time prior to the expiration date of the
            Time-Vested Option;

      (b)   the Performance Option shall become exercisable in accordance with
            Section 2 and may be exercised in whole or in part at any time and
            from time to time prior to the expiration date of the Performance
            Option; and

      (c)   the Company shall pay to you 100% of the Performance Cash Award
            within 15 days after the Change of Control.

      Section 7. Taxes. If, in the opinion of the Company, the Company is
required to withhold any federal, state and local and foreign taxes from any
payment made under the Plan and this Letter, the Company shall have the right,
in the case of the exercise of the Time-Vested Option or Performance Option, to
withhold from the shares issued to you a number of shares having a value equal
to the amount of such taxes unless you elect to pay such taxes in a manner
described in Section 1(b)(i) through (iii) and, in the case of the payment of
cash relating to the Performance Cash Award, to withhold from such cash payment
the amount of such taxes.

      Section 8. Non-Assignability. The Awards are personal to you and are not
transferable by you other than by will or the laws of descent and distribution.
The Time-Vested Option and the Performance Option are exercisable during your
lifetime only by you or by your guardian or legal representative.

      Section 9. Adjustments. The Compensation Committee shall make such
adjustments in the Awards as the Compensation Committee in its sole discretion,
exercised in good faith, may determine is equitably required to prevent dilution
or enlargement of your rights that otherwise would result from (a) any stock
dividend, stock split, combination of shares, issuance of stock purchase rights,
recapitalization or other change in the capital structure of the Company, (b)
any merger, consolidation, spin-off, reorganization or partial or complete
liquidation or (c) any other corporate transaction or event having an effect
similar to any of the foregoing. No adjustment provided for in this Section 9
shall require the Company to sell any fractional share.

      Section 10. Terms and Conditions of the Plan; Authority of the Board and
the Committee. This Letter and the terms and conditions set forth herein are
subject in all respects to the terms and conditions of the Plan as approved by
the Board of Directors and the shareholders of the Company, which are
controlling. The interpretation and construction by the Board of Directors
and/or the Compensation Committee of any provision of the Plan or this Letter
shall be final and conclusive upon you, your estate,


                                       5
<PAGE>

executor, administrator, beneficiaries, personal representative and guardian and
the Company and its successors and assigns. Without limiting the generality of
the foregoing, this Letter is subject to the power of the Compensation Committee
to cancel, rescind, suspend, withhold or otherwise limit or restrict any
outstanding Award at any time if you are not in compliance with all applicable
provisions of this Letter or if you engage in any "Detrimental Activity" as
defined in Section 16 of the Plan, which section is hereby incorporated herein
by reference.

      Section 11. Notice. All notices hereunder to the Company shall be
delivered personally or mailed to its corporate offices at Suite 36-5000, 200
Public Square, Cleveland, Ohio 44114-2304 Attention: Corporate Secretary, and
all notices hereunder to you shall be delivered personally or mailed to you.
Such addresses may be changed at any time by advance written notice of such
change to the Company and to you, as the case may be.

      This Letter, and the terms and conditions of the Plan, shall bind, and
inure to the benefit of you, your estate, executor, administrator,
beneficiaries, personal representative and guardian and the Company and its
successors and assigns.

                                        Very truly yours,

                                        POLYONE CORPORATION


                                        By:
                                           -------------------------------------
                                           Gregory L. Rutman, Vice President,
                                           Chief Legal Officer and Secretary
                                           On behalf of the Compensation
                                           Committee of the Board of Directors

Accepted:


------------------------------------

                                    (Date)
------------------------------------


                                       6
<PAGE>

                   EXHIBIT A - DEFINITION OF CHANGE OF CONTROL

A "Change of Control" means:

            (a) The acquisition by any individual, entity or group (within the
      meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of
      1934, as amended (the "Exchange Act")) (a "Person") of beneficial
      ownership (within the meaning of Rule 13d-3 promulgated under the Exchange
      Act) of voting securities of the Company where such acquisition causes
      such Person to own 25% or more of the combined voting power of the then
      outstanding voting securities of the Company entitled to vote generally in
      the election of directors (the "Outstanding Company Voting Securities");
      provided, however, that for purposes of this paragraph (a), the following
      acquisitions shall not be deemed to result in a Change of Control: (i) any
      acquisition directly from the Company, (ii) any acquisition by the
      Company, (iii) any acquisition by any employee benefit plan (or related
      trust) sponsored or maintained by the Company or any corporation
      controlled by the Company or (iv) any acquisition by any corporation
      pursuant to a transaction that complies with clauses (i), (ii) and (iii)
      of paragraph (c) below; provided, further, that if any Person's beneficial
      ownership of the Outstanding Company Voting Securities reaches or exceeds
      25% as a result of a transaction described in clause (i) or (ii) above,
      and such Person subsequently acquires beneficial ownership of additional
      voting securities of the Company, such subsequent acquisition shall be
      treated as an acquisition that causes such Person to own 25% or more of
      the Outstanding Company Voting Securities; and provided, further, that if
      at least a majority of the members of the Incumbent Board determines in
      good faith that a Person has acquired beneficial ownership (within the
      meaning of Rule 13d-3 promulgated under the Exchange Act) of 25% or more
      of the Outstanding Company Voting Securities inadvertently, and such
      Person divests as promptly as practicable a sufficient number of shares so
      that such Person beneficially owns (within the meaning of Rule 13d-3
      promulgated under the Exchange Act) less than 25% of the Outstanding
      Company Voting Securities, then no Change of Control shall have occurred
      as a result of such Person's acquisition; or

            (b) individuals who, as of August 31, 2000, constitute the Board
      (the "Incumbent Board") cease for any reason to constitute at least a
      majority of the Board; provided, however, that any individual becoming a
      director subsequent to August 31, 2000 whose election, or nomination for
      election by the Company's shareholders, was approved by a vote of at least
      a majority of the directors then comprising the Incumbent Board shall be
      considered as though such individual were a member of the Incumbent Board,
      but excluding, for this purpose, any such individual whose initial
      assumption of office occurs as a result of an actual or threatened
      election contest with respect to the election or removal of directors or
      other actual or threatened solicitation of proxies or consents by or on
      behalf of a Person other than the Board; or

            (c) The approval by the shareholders of the Company of a
      reorganization, merger or consolidation or sale or other disposition of
      all or substantially all of the


                                       7
<PAGE>

      assets of the Company or the acquisition of assets of another corporation
      ("Business Combination") or, if consummation of such Business Combination
      is subject, at the time of such approval by shareholders, to the consent
      of any government or governmental agency, the obtaining of such consent
      (either explicitly or implicitly by consummation); excluding, however,
      such a Business Combination pursuant to which (i) all or substantially all
      of the individuals and entities who were the beneficial owners of the
      Outstanding Company Voting Securities immediately prior to such Business
      Combination beneficially own, directly or indirectly, more than 60% of,
      respectively, the then outstanding shares of common stock and the combined
      voting power of the then outstanding voting securities entitled to vote
      generally in the election of directors, as the case may be, of the
      corporation resulting from such Business Combination (including, without
      limitation, a corporation that as a result of such transaction owns the
      Company or all or substantially all of the Company's assets either
      directly or through one or more subsidiaries) in substantially the same
      proportions as their ownership, immediately prior to such Business
      Combination of the Outstanding Company Voting Securities, (ii) no Person
      (excluding any employee benefit plan (or related trust) of the Company or
      such corporation resulting from such Business Combination) beneficially
      owns, directly or indirectly, 25% or more of, respectively, the then
      outstanding shares of common stock of the corporation resulting from such
      Business Combination or the combined voting power of the then outstanding
      voting securities of such corporation except to the extent that such
      ownership existed prior to the Business Combination and (iii) at least a
      majority of the members of the board of directors of the corporation
      resulting from such Business Combination were members of the Incumbent
      Board at the time of the execution of the initial agreement, or of the
      action of the Board, providing for such Business Combination; or

            (d) approval by the shareholders of the Company of a complete
      liquidation or dissolution of the Company.


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