General Purposes The general purposes of the Committee are to: • Oversee the Company’s overall executive compensation philosophy and objectives; • Discharge the Board’s responsibilities relating to compensation of the Company’s executive officers (for purposes of this Charter, “executive officers” means the Company’s Section 16 “officers” as defined under Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended); • Assist the Board in the discharge of its fiduciary responsibilities with regard to establishment of policies governing, and the implementation of, all aspects of executive officer compensation throughout the Company, including benefits and perquisites, and compensation for any other employees designated by the Committee for such purposes; • Discharge similar responsibilities with respect to the compensation of non-employee directors; • Review and discuss with management the Company’s disclosures in the Compensation Discussion and Analysis (the “CD&A”) required by rules and regulations of the Securities and Exchange Commission (the “SEC”) and recommend to the Board whether the CD&A should be included in the Company’s proxy statement or other applicable SEC filings; • Prepare a Compensation Committee Report for inclusion in the Company’s applicable filings with the SEC that complies with the rules and regulations of the SEC; and • Provide policy guidance and oversight on significant human resource policies and practices. 2 Duties and Responsibilities The Committee will: Executive Compensation and Incentives. • Oversee and maintain a competitive executive officer compensation program in order to attract and retain qualified executives and to provide incentives to executive officers that reward pay for performance in attaining the Company’s goals and objectives. • Review and approve a peer group of companies to be used for marketplace trend analysis and to assess the competitiveness of the Company’s total compensation opportunities for executive officers. • Review and approve corporate goals and objectives relevant to the Chief Executive Officer’s compensation; in conjunction with the evaluation conducted by the Board as described in the Company’s Corporate Governance Guidelines, evaluate the Chief Executive Officer’s performance in light of these goals and objectives; and determine and approve (or determine and approve, and recommend to the independent members of the Board for their determination and approval) the Chief Executive Officer’s compensation level based on this evaluation and comparable market data provided by an independent compensation consultant. • In determining the long-term incentive component of the Chief Executive Officer’s compensation, consider the Company’s performance and relative shareholder return, the value of similar incentive awards to chief executive officers at comparable companies, and the awards given to the Chief Executive Officer in the past. • Review and approve the compensation of other executive officers of the Company, including benefits and perquisites, taking into consideration the Company’s performance, comparable market data, the performance of each executive officer, and such other factors as may, in the Committee’s discretion, be appropriate. • In evaluating and making recommendations regarding, or determining and approving, executive compensation, the Committee shall consider the results of the most recent shareholder advisory vote on executive compensation (“Say on Pay Vote”) required by Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). • With respect to incentive compensation plans and equity-based plans: • Make recommendations to the Board with respect to the approval of incentive compensation plans for executive officers and all equity-based plans. • Review and approve equity-based grants and awards, including long-term incentive plan awards, to officers, senior managers, key employees, and other employees of the Company and its subsidiaries under the Company’s equity-based plans. • Review and approve the performance criteria, target awards, payout criteria and like items for the Company’s long-term incentive compensation plans. • Review and approve (a) attainment levels for executive officers under the Company’s annual incentive plan; (b) payments to executive officers under the annual incentive plan; and (c) payments to executive officers under the Company’s long-term incentive compensation plans. • Administer the Company’s equity-based incentive compensation plans and other plans 3 adopted by the Board that contemplate administration by the Committee. • Review and approve special bonuses and/or other awards to executive officers on a case-by- case basis for outstanding performance. • Review and approve the terms of all employment agreements, management continuity agreements and change in control agreements for elected officers. Independence Assessment of Outside Advisers • The Committee may select a compensation consultant, legal counsel or other adviser to the Committee or receive advice from a compensation consultant, legal counsel or other adviser (other than in-house legal counsel or any compensation consultant, legal counsel or other adviser whose role is limited to the following activities for which no disclosure would be required under Item 407(e)(3)(iii) of Regulation S-K: consulting on any broad-based plan that does not discriminate in scope, terms, or operation, in favor of executive officers or directors of the Company, and that is available generally to all salaried employees; or providing information that either is not customized for a particular company or that is customized based on parameters that are not developed by the compensation consultant, and about which the compensation consultant does not provide advice) only after taking into consideration all factors relevant to that person’s independence from management, including the following: 5 • the provision of other services to the Company by the employer of the compensation consultant, legal counsel or other adviser; • the amount of fees received from the Company by the employer of the compensation consultant, legal counsel or other adviser, as a percentage of the total revenue of the employer of the compensation consultant, legal counsel or other adviser; • the policies and procedures of the employer of the compensation consultant, legal counsel or other adviser that are designed to prevent conflicts of interest; • any business or personal relationship of the compensation consultant, legal counsel or other adviser with a member of the Committee; • any stock of the Company owned by the compensation consultant, legal counsel or other adviser; and • any business or personal relationship of the compensation consultant, legal counsel, other adviser or the employer of the adviser with an executive officer of the Company. • The Committee shall evaluate whether any compensation consultant retained or to be retained by it has any conflict of interest in accordance with Item 407(e)(3)(iv) of Regulation S-K.

Modeled after FDA’s GMP requirements, these internal procedures include internal audit/reviews of all Avient’s manufacturing facilities involved in making products entering into food and/or drug markets including these elements: Good housekeeping procedures Good documentation procedures

We may incur substantial costs, including fines, criminal or civil sanctions, damages, remediation costs or experience interruptions in our operations for violations of these laws. Orangeville, Ontario, 7. Brampton, Ontario, 9.

Effective quality procedures are needed to help mitigate unreliable and inconsistent results. Scrap disposal: Be sure to consider the cost of scrap plastisol disposal. Astute planning keeps scrap to a minimum and helps offset the costs associated with disposal.

Policies & Procedures Policies & Procedures Policies & Procedures

• The Committee will consist entirely of directors who the Board has determined have no material relationships with the Company, either directly or as a partner, shareholder, or officer of an organization that has a relationship with the Company, and: o who meet the definition of “independent” as set forth in the Corporate Governance Standards of the New York Stock Exchange; and o qualify as “non-employee directors” for the purposes of Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). • Each Committee member will serve at the pleasure of the Board for such term as the Board may decide or until such Committee member is no longer a Board member. General Purposes The general purposes of the Committee are to: • Oversee the Company’s overall executive compensation philosophy and objectives to help ensure they provide appropriate motivation for corporate performance and increased shareholder value; and • Discharge the Board's responsibilities relating to the compensation of the Company’s executive officers and directors, as further discussed and described in this Charter (for purposes of this Charter, the term “executive officers” means the Company’s Section 16 officers pursuant to Rule 16a-1(f) under the Exchange Act) and other executive management of the Company as designated by the Committee. Duties and Responsibilities The Committee will: Executive Compensation and Incentives. • Oversee and maintain a competitive executive compensation program to attract and retain qualified executive officers and to provide incentives that reward pay for performance in attaining the Company’s goals and objectives. • Review and approve a peer group of companies to be used for marketplace trend analysis and to assess the competitiveness of the Company’s total compensation opportunities for executive officers. 2 • Review and approve corporate goals and objectives relevant to the Chief Executive Officer’s compensation; in conjunction with the evaluation conducted by the Board (including as described in the Company’s Corporate Governance Guidelines), evaluate the Chief Executive Officer’s performance annually in light of these goals and objectives; and determine and recommend to the independent members of the Board for their determination and approval the Chief Executive Officer’s compensation level based on this evaluation and considering comparable market data provided by an independent compensation consultant. • In determining the long-term incentive component of the Chief Executive Officer’s compensation, consider the Company’s performance and relative shareholder return, the value of similar incentive awards to chief executive officers at comparable companies, and the awards given to the Chief Executive Officer in the past. • Review and approve the compensation of other executive officers of the Company, including benefits and perquisites, taking into consideration the Company’s performance, comparable market data, the performance of each executive officer, and such other factors as may, in the Committee’s discretion, be appropriate. • In evaluating and making recommendations regarding, or determining and approving, executive officer compensation, the Committee shall consider the results of the most recent shareholder advisory vote on executive compensation (“Say on Pay Vote”) required by Section 14A of the Exchange Act. • Make recommendations to the Board with respect to the approval of incentive compensation plans for executive officers and all equity-based plans. • For annual (or other short term) incentive plans: o Review and approve annual incentive plans (including performance criteria, target awards, payout criteria and similar award design items applicable under such plans) that are applicable to executive officers and any Company officers reporting directly to the Chief Executive Officer. o Review and approve attainment levels and payments to executive officers and any other Company officers reporting directly to the Chief Executive Officer. • For long-term and equity-based incentive plans: o Review and approve the performance criteria, target awards, payout criteria and similar award design items for recipients of grants and awards under the plans. o Review and approve grants, awards, and attainment levels, including equity-based grants, to recipients of grants and awards under such plans. o Review and approve payments for performance-based grants and awards to executive officers and any other Company officers reporting directly to the Chief Executive Officer, as applicable, under such plans. • Administer the Company’s equity-based incentive compensation plans and other plans adopted by the Board that contemplate administration by the Committee. • Review and approve the terms of all employment agreements, executive severance plan and agreements, management continuity agreements and change in control agreements for elected officers. • Approve the adoption and amendment of Company stock ownership guidelines and annually review compliance with these guidelines. 3 Non-employee Director Compensation. • Review the compensation of non-employee directors and make recommendations to the Board regarding changes to existing compensation levels. • Review and recommend to the Board for its approval equity-based grants and awards to non- employee directors under the Company’s equity-based plans and annually review compliance with Company stock ownership guidelines.

We may incur substantial costs, including fines, criminal or civil sanctions, damages, remediation costs or experience interruptions in our operations for violations of these laws. Orangeville, Ontario, 5. Brampton, Ontario, 7.

In many regions there are extensive rules governing materials and articles that may contact food. 

We may incur substantial costs, including fines, criminal or civil sanctions, damages, remediation costs or experience interruptions in our operations for violations of these laws. Following the Court rulings, the parties to the litigation entered into settlement negotiations and agreed to settle all claims regarding past environmental costs incurred at the site. CONTROLS AND PROCEDURES Disclosure controls and procedures PolyOne’s management, with the participation of the Chief Executive Officer and the Chief Financial Officer, has evaluated the effectiveness of the design and operation of PolyOne’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of December 31, 2013.

We may incur substantial costs, including fines, damages, criminal or civil sanctions, remediation costs or experience interruptions in our operations for violations of these laws. Brampton, Ontario, Canada (4) 10. Orangeville, Ontario, Canada 12.