S-8

As filed with the Securities and Exchange Commission on March 12, 2013

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM S-8

REGISTRATION STATEMENT

Under

The Securities Act of 1933

POLYONE CORPORATION

(Exact Name of Registrant as Specified in its Charter)

OHIO	34-1730488
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

33587 Walker Road, Avon Lake, Ohio 44012

(Address of Principal Executive Offices Including Zip Code)

Spartech Corporation 2004 Equity Compensation Plan, as amended

Spartech Corporation 2001 Stock Option Plan

(Full Title of the Plan)

Lisa K. Kunkle, Esq.

Vice President, General Counsel and Secretary

PolyOne Corporation

33587 Walker Road

Avon Lake, Ohio 44012

(440) 930-1000

(Name, Address and Telephone Number of Agent for Service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	x		Accelerated filer	¨
Non-accelerated filer	¨	(Do not check if a smaller reporting company)	Smaller Reporting Company	¨

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common shares, par value $0.01 per share, newly reserved under the Spartech Corporation 2004 Equity Compensation Plan, as amended	705,873(1)	$23.08(2)	$16,291,549(2)	$2,222.17
Common shares, par value $0.01 per share, newly reserved under the Spartech Corporation 2001 Stock Option Plan	59,877(1)	$23.08(2)	$1,381,961(2)	$188.50

(1) Represents the maximum number of common shares, par value $0.01 per share (“Common Shares”), of PolyOne Corporation (the “Registrant”) issuable pursuant to the Spartech Corporation 2004 Equity Compensation Plan, as amended, and the Spartech Corporation 2001 Stock Option Plan (together, the “Plans”) being registered hereon. The Plans were assumed by the Registrant in connection with its acquisition of Spartech Corporation. Pursuant to Rule 416 of the Securities Act of 1933 (the “Securities Act”), this Registration Statement also covers such additional Common Shares as may become issuable pursuant to the anti-dilution provisions of the Plans.

(2) Estimated solely for the purposes of determining the amount of the registration fee, pursuant to paragraphs (c) and (h) of Rule 457 under the Securities Act, on the basis of the average of the high and low sale prices of the Common Shares on the New York Stock Exchange on March 7, 2013, a date that is within five business days prior to filing.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

All information required by Part I to be contained in the Section 10(a) prospectus is omitted from this registration statement in accordance with the Note to Part I of Form S-8 and Rule 428 of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The Registrant is subject to the informational and reporting requirements of Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and, in accordance therewith, files reports, proxy statements and other information with the Securities and Exchange Commission (the “Commission”). The following documents, which are on file with the Commission, are incorporated into this Registration Statement by reference:

(a) The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2012 (Commission File No. 001-16091), filed with the Commission on February 12, 2013;

(b) The Registrant’s Current Reports on Form 8-K (Commission File No. 001-16091), filed with the Commission on February 15, 2013 and March 5, 2013; and

(c) The description of the Registrant’s Common Shares contained in the Registrant’s Registration Statement on Form 8-A, dated August 31, 2000 (Commission File No. 001-16091), and all amendments and reports filed with the Commission for the purpose of updating such description.

All documents filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the effective date of this Registration Statement and prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold, will be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents. Any statement contained in any document incorporated or deemed to be incorporated by reference herein will be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be

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incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded will not be deemed, except as modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

The Registrant is an Ohio corporation. Under Section 1701.13 of the Ohio Revised Code, Ohio corporations may indemnify directors, officers, employees and agents within prescribed limits, and must indemnify them under certain circumstances. The Ohio Revised Code does not authorize payment by a corporation of judgments against a director, officer, employee or agent after a finding of negligence or misconduct in a derivative suit absent a court order. Indemnification is required, however, to the extent such person succeeds on the merits. In all other cases, if it is determined that a director, officer, employee, or agent acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, indemnification is discretionary, except as otherwise provided by a corporation’s articles of incorporation or code of regulations, or by contract, except with respect to the advancement of expenses to directors (as discussed in the next paragraph). The statutory right to indemnification is not exclusive in Ohio, and Ohio corporations may, among other things, purchase insurance to indemnify such persons.

The Ohio Revised Code provides that a director (but not an officer, employee, or agent) is entitled to mandatory advancement of expenses, including attorneys’ fees, incurred in defending any action, including derivative actions, brought against the director, provided that the director agrees to cooperate with the corporation concerning the matter and to repay the amount advanced if it is proved by clear and convincing evidence that such director’s act or failure to act was done with deliberate intent to cause injury to the corporation or with reckless disregard for the corporation’s best interests.

Article Sixth of the Registrant’s articles of incorporation provides for indemnification of directors and officers. The provision provides that a director will not be personally liable to the Registrant or its shareholders for monetary damages for breach of fiduciary duty as a director, except to the extent that an exemption from liability or limitation is not permitted under the Ohio Revised Code. Article Sixth provides that each director and officer will, to the fullest extent permitted by applicable law, be indemnified except as may be otherwise provided in the Registrant’s code of regulations.

The Registrant’s code of regulations provides that it shall indemnify directors and officers and may indemnify other employees or agents in any action, suit or proceeding by others (other than an action by or in the right of the Registrant) for expenses (including attorney’s fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the Registrant’s best interests. The Registrant’s code of regulations also provides that it shall indemnify directors and officers and may indemnify other employees and agents in any action or suit by or in the right of the Registrant for expenses (including attorney’s fees) reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to our best interests. No

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indemnification will be made, however, where such person is adjudged liable for negligence or misconduct in the performance of such person’s duties to the Registrant unless and only to the extent that the court in which an action is brought determines that such person is fairly and reasonably entitled to indemnity.

In addition, the Registrant’s code of regulations permits it to purchase and maintain insurance on behalf of its officers, directors, employees and agents against liability asserted against them in their capacities as such, which insurance the Registrant has purchased. The Registrant’s code of regulations also provides that no modification of any regulations pertaining to indemnification rights of directors and officers shall adversely affect or impair in any way the indemnification rights of any current or former director or officer with respect to any action, suit or proceeding relating to matters occurring prior to the adoption of such modification.

The Registrant has entered into indemnification agreements (“Indemnification Agreements”) with each of its directors and each of its executive officers, including the named executive officers (“Indemnitees”).

In general, the Indemnification Agreements provide that, subject to the procedures, limitations and exceptions set forth therein (i) the Registrant will indemnify the Indemnitee for all expenses, judgments, fines and amounts paid in settlement actually incurred by the Indemnitee in connection with any threatened, pending or completed action, suit, proceeding or claim, by reason of the fact that the Indemnitee is or was a director and/or officer of the Registrant or is or was serving at the request of the Registrant at another entity, or by reason of any action alleged to have been taken or omitted in any such capacity, including any appeal of or from any judgment or decision, (ii) the Registrant will indemnify the Indemnitee against any amount that the Indemnitee is or becomes obligated to pay relating to or arising out of any claim made against the Indemnitee because of any act, failure to act or neglect or breach of duty, including any actual or alleged error, misstatement or misleading statement, that the Indemnitee commits, suffers, permits or acquiesces in while acting in his capacity as a director and/or officer of the Registrant or at the request of the Registrant at another entity, (iii) the Registrant will advance expenses as they are actually and reasonably incurred in connection with defending a claim in advance of the final disposition of a claim, and (iv) the Registrant will maintain an insurance policy or policies providing directors’ and officers’ liability insurance that covers the Indemnitee.

Item 7. Exemption from Registration Claimed.

Not applicable.

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Item 8. Exhibits.

Exhibit Number	Description
4.1	Articles of Incorporation of the Registrant (incorporated herein by reference to Exhibit 3(i) to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2000 (Commission File No. 001-16091), filed with the Commission on March 28, 2001)
4.2	Amendment to the Second Article of the Articles of Incorporation of the Registrant (incorporated herein by reference to Exhibit 3.1a to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2003 (Commission File No. 001-16091), filed with the Commission on March 15, 2004)
4.3	Regulations of the Registrant (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (Commission File No. 001-16091) filed with the Commission on July 17, 2009)
4.4	Spartech Corporation 2004 Equity Compensation Plan, as amended
4.5	Spartech Corporation 2001 Stock Option Plan
23.1	Consent of Independent Registered Public Accounting Firm
23.2	Consent of Independent Registered Public Accounting Firm
24.1	Power of Attorney

Item 9. Undertakings.

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of a prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement.

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

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Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Avon Lake, state of Ohio, on this 12th day of March, 2013.

POLYONE CORPORATION
By:	/s/ Lisa K. Kunkle
	Lisa K. Kunkle
	Vice President, General Counsel and Secretary

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

Date: March 12, 2013	*
	Stephen D. Newlin
	Chairman, President, Chief Executive Officer and Director (Principal Executive Officer)
Date: March 12, 2013	*
	Richard J. Diemer, Jr.
	Senior Vice President and Chief Financial Officer
	(Principal Financial Officer and Principal Accounting Officer)
Date: March 12, 2013	*
	Carol A. Cartwright
	Director
Date: March 12, 2013	*
	Richard H. Fearon
	Director
Date: March 12, 2013	*
	Gregory J. Goff
	Director
Date: March 12, 2013	*
	Gordon D. Harnett
	Director
Date: March 12, 2013	*
	Richard A. Lorraine
	Director

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Date: March 12, 2013	*
	William H. Powell
	Director
Date: March 12, 2013	*
	Farah M. Walters
	Director
Date: March 12, 2013	*
	William A. Wulfsohn
	Director

* This Registration Statement has been signed on behalf of the above officers and directors by Lisa K. Kunkle, as attorney-in-fact, pursuant to a power of attorney filed as Exhibit 24.1 to this Registration Statement.

DATED: March 12, 2013	By:	/s/ Lisa K. Kunkle
		Lisa K. Kunkle
		Attorney-in-Fact

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EXHIBIT INDEX

Exhibit Number	Description
4.1	Articles of Incorporation of the Registrant (incorporated herein by reference to Exhibit 3(i) to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2000 (Commission File No. 001-16091), filed with the Commission on March 28, 2001)
4.2	Amendment to the Second Article of the Articles of Incorporation of the Registrant (incorporated herein by reference to Exhibit 3.1a to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2003 (Commission File No. 001-16091), filed with the Commission on March 15, 2004)
4.3	Regulations of the Registrant (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (Commission File No. 001-16091) filed with the Commission on July 17, 2009)
4.4	Spartech Corporation 2004 Equity Compensation Plan, as amended
4.5	Spartech Corporation 2001 Stock Option Plan
23.1	Consent of Independent Registered Public Accounting Firm
23.2	Consent of Independent Registered Public Accounting Firm
24.1	Power of Attorney

EX-4.4

Exhibit 4.4

SPARTECH CORPORATION

2004 EQUITY COMPENSATION PLAN

ARTICLE I

PURPOSE AND DEFINITIONS

1.1 Purpose. This Spartech Corporation 2004 Equity Compensation Plan (the “Plan”) has been established by Spartech Corporation (the “Company”) to promote the long-term financial interest of the Company and its shareholders by (i) enhancing the Company’s ability to attract and retain persons eligible to participate in the Plan, through incentive compensation opportunities that are competitive with those of other similar companies, and (ii) providing an incentive for the participants in the Plan to identify their interests with those of the Company’s other shareholders, through compensation based on the value of the Company’s Common Stock.

1.2 Definitions.

“Award” means a right granted to an Eligible Person to receive Options/Stock-Settled Stock Appreciation Rights, Restricted Stock or Restricted Stock Units pursuant to the Plan.

“Board” means the Board of Directors of the Company.

“Committee” means (i) the Governance Committee of the Board with respect to Awards to members of the Board in their capacity as directors of the Company, or (ii) the Compensation Committee of the Board with respect to all other Awards.

“Common Stock” means the authorized common stock of the Company, subject to any adjustments under Section 2.3.

“Company” has the meaning stated in Section 1.1.

“Eligible Person” means:

(i) An employee of the Company or any of its Subsidiaries, with respect to Awards of Options/Stock-Settled Stock Appreciation Rights or Restricted Stock; or

(ii) A management or highly compensated employee of the Company or any of its Subsidiaries, with respect to Awards of Restricted Stock Units; or

(iii) A non-employee member of the Board, with respect to Awards of Options/Stock-Settled Stock Appreciation Rights (other than Incentive Stock Options), Restricted Stock, or Restricted Stock Units.

“Incentive Stock Option” means an Option/Stock-Settled Stock Appreciation Right which is intended to satisfy the requirements applicable to an “incentive stock option” described in Section 422(b) of the Internal Revenue Code.

“Option/Stock-Settled Stock Appreciation Right” means a right whose value is based on the appreciation in value of a specified number of shares of Common Stock over a specified exercise or base price, such as a right to purchase such shares at the exercise price or a right to receive a net number of shares equal in value to the amount of such appreciation over such exercise or base price.

“Participant” means an Eligible Person who has received an Award under the Plan.

“Performance Units” means Restricted Stock Units wherein the number of shares to be received is based on whether and to what extent the Company’s performance has achieved certain performance goals stated in the Award.

“Plan” has the meaning stated in Section 1.1.

“Restricted Stock” means shares of Common Stock issued subject to certain terms and conditions stated in the Award.

“Restricted Stock Units” means a right to receive a specified number of shares of Common Stock in the future subject to certain terms and conditions stated in the Award.

“Subsidiary” means a corporation, limited liability company, partnership, joint venture or other business entity of which at least a 50% voting or profits interest is owned, directly or indirectly, by the Company, and any other business venture designated by the Committee in which the Company has a significant interest as determined in the discretion of the Committee.

ARTICLE II

GRANTING OF AWARDS

2.1 Participation. Subject to the other terms and conditions of the Plan, the Committee shall determine and designate, from time to time in its sole discretion, from among the Eligible Persons, those persons who will be granted one or more Awards under the Plan and who will thereby become Participants in the Plan. The Committee shall also approve the names of all persons to whom Awards are proposed to be made, and shall determine, within the limits set forth in the Plan, the type of Award, the maximum number of shares to be issued pursuant to the Award, the exercise price (if any) to be paid by the Participant, the vesting schedule (if any), and the other terms and conditions of any Award to be granted hereunder. The Committee may receive the recommendations of the officers and managers of the Company with respect thereto.

2.2 Shares Available for Awards. As of the date hereof, there are 667,158 shares still available under the Plan from the original authorization. As of this Amendment there will be an additional 2,500,000 shares. Award shares may be issued either from authorized but unissued shares or from shares reacquired by the Company, whether purchased in the open market or in private transactions. Shares subject to issuance under Awards which expire or are cancelled without delivery of shares shall again become available for Awards under the Plan; but shares subject to issuance under Awards which are settled in cash, and shares which are withheld to pay the exercise price or tax withholding with respect to an Award, shall not be available for new Awards.

2.3 Adjustments to Shares. Upon any stock split, reverse stock split or stock dividend in excess of 5%, or any other recapitalization, combination or exchange affecting the Common Stock generally, the number and kind of shares of Common Stock available for issuance under the Plan shall be appropriately and automatically adjusted. The Committee may in its discretion provide for similar adjustments of outstanding Awards upon any of such events or in the event of any other combination or exchange of shares, spin-off, split-up, merger or consolidation or similar event affecting the Common Stock generally, in order to preserve the benefits or potential benefits of the Awards.

2.4 Limitation on Individual Grants. No Participant may receive Awards under the Plan during any fiscal year of the Company for more than 2% of the shares of Common Stock outstanding (i.e. excluding treasury shares) as of the end of the Company’s previous fiscal year.

2.5 Limited Delegation of Authority. Notwithstanding Section 2.1 or any other provision of the Plan, the Board may, from time to time by express resolution, pursuant to section 157(c) of the Delaware General Corporation Law and subject to such limitations as are set out in such section or included in such Board resolution, authorize one or more officers of the Company to do one or both of the following: (i) designate Eligible Persons other than the Company’s executive officers and directors to be recipients of Awards and (ii) determine the type and size of Awards to be received by such Eligible Persons.

ARTICLE III

TERMS OF AWARDS

3.1 Types Of Awards. Subject to the provisions of the Plan and applicable laws and regulations, Awards may be made in the form of (i) Options/Stock-Settled Stock Appreciation Rights, (ii) Restricted Stock, or (iii) Restricted Stock Units. The terms and conditions of each Award shall be determined by the Committee in its sole discretion and may include, by way of example, continued service with the Company for a stated period of time and/or the attainment of stated performance goals by the Participant, the Company or any business unit thereof.

3.2 Terms of Options/Stock-Settled Stock Appreciation Rights.

(a) With respect to each Option/Stock-Settled Stock Appreciation Right, the Committee shall determine in its discretion the terms of the Award, including without limitation:

(i) The exercise or base price per share, provided that the exercise or base price shall not be less than the fair market value of the shares subject to the Award on the date the Award is granted, or if greater, the par value of the shares. Except as incidental to adjustments under Section 2.3, the exercise or base price of an outstanding Option/Stock-Settled Stock Appreciation Right may not be decreased after the date of grant, nor may an outstanding Option/Stock-Settled Stock Appreciation Right be surrendered to the Company as consideration for the grant of a new Option/Stock-Settled Stock Appreciation Right with a lower exercise or base price.

(ii) The times at which any Option/Stock-Settled Stock Appreciation Right granted hereunder may be exercised, including the times at which, and/or the conditions subject to which, the Option/Stock-Settled Stock Appreciation Right will first become exercisable in whole or in part, which may include, by way of example and not limitation, continued service with the Company for a stated period of time and/or the attainment of stated performance goals by the Participant, the Company or any business unit thereof.

(iii) Such other terms as the Committee may deem appropriate, including without limitation the procedures for exercising the Option/Stock-Settled Stock Appreciation Right, the manner of payment of the exercise price and any tax withholding obligations, and any restrictions on the exercise or transfer of the Option/Stock-Settled Stock Appreciation Right or on the transfer of the underlying Shares.

(iv) No Option/Stock-Settled Stock Appreciation Right granted under the Plan shall contain any “reload” provision entitling the optionee or holder to the automatic grant of additional options or rights in connection with any exercise of the original Award.

3.3 Terms of Incentive Stock Options. In addition to the other provisions of the Plan, Incentive Stock Options shall be subject to all laws and regulations from time to time applicable to “incentive stock options,” and shall be subject to the following specific provisions:

(i) Members of the Board who are not also employees may not receive Incentive Stock Options.

(ii) No Incentive Stock Option shall be exercisable in whole or in part later than the day preceding the 10th anniversary of the grant date.

(iii) Incentive Stock Options may not be transferred other than by will or the laws of descent and distribution, and may be exercised during the lifetime of the Participant to whom it is granted only by such Participant.

(iv) An Incentive Stock Option granted to a person who at the time of the grant owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or any subsidiary or parent company (A) shall have an exercise price at least 110% of the fair market value of the shares subject to the Incentive Stock Option on the date the Incentive Stock Option is granted and (B) shall not be exercisable after the expiration of five years from the date the Incentive Stock Option is granted.

To the extent that an Incentive Stock Option does not meet the requirements of Section 422(b) of the Internal Revenue Code the Award shall not be void but shall be treated as an Option/Stock-Settled Stock Appreciation Right other than an Incentive Stock Option. No Participant shall have any claim for damages or any other recourse against the Company, the Board or the Committee because of the failure of any Option/Stock-Settled Stock Appreciation Right to be an “incentive stock option.”

3.4 Rights of Holders of Restricted Stock. Except as otherwise provided in an individual Award, a Participant who receives Restricted Stock shall have all rights as a stockholder with respect to such shares, including the right to vote the shares and receive dividends and other distributions.

3.5 Rights of Holders of Restricted Stock Units. Subject to the restrictions set forth in an individual Award, a Participant who receives Restricted Stock Units shall be eligible to receive, at the expiration of the applicable restricted period, one share of Common Stock for each Restricted Stock Unit awarded (or in the case of Performance Units, more or less than one share depending on whether and to what extent the Company’s performance has

achieved the performance goals stated in the Award), at which time the Company shall issue to each such Participant that number of shares of Common Stock. Except as otherwise provided in an individual Award, a Participant who receives Restricted Stock Units shall have no rights as a stockholder with respect to such Restricted Stock Units until such time as shares for such Common Stock are issued to the Participant.

3.6 Vesting. Awards to employees of the Company or a Subsidiary may not vest earlier than at a rate of 33-1/3% per year from the date of grant, except upon the death, disability or retirement of the employee or a change in control of the Company.

3.7 Awards to Be in Writing. The grant, terms and conditions of each Award shall be evidenced by a written agreement or other written documentation, a copy of which shall be provided to the Participant. The Committee may require the Participant to execute such agreement or otherwise accept the grant and terms as a condition of the Award. In the event of any irreconcilable inconsistency between the provisions of the Plan and the terms or conditions of an Award, the provisions of the Plan shall govern.

3.8 Limitation of Implied Rights. Neither a Participant nor any other person shall acquire any right in or title to any assets, funds or property of the Company or any Subsidiary by reason of participation in the Plan or the grant of any Award. Neither the Plan nor any Award will constitute a contract of employment or give any Eligible Person any right to be retained in the employ of the Company or a Subsidiary. No Eligible Person or Participant will have any right under the Plan or any Award or as a shareholder of the Company except to the extent such right has accrued under the terms of the Plan and the Award.

ARTICLE IV

ADMINISTRATION; TERM AND AMENDMENT

4.1 Administration. The Plan shall be administered by the Committee, which may in its discretion interpret the Plan; establish, amend and rescind rules and regulations, forms, notices and agreements relating to the Plan; and make all determinations necessary or advisable for the operation of the Plan. Subject to the provisions of the Plan, the charter and bylaws of the Company and applicable laws, all ultimate powers of approval shall be vested in the Committee as a body, and the Committee shall have absolute and final discretion with respect to all determinations under the Plan.

4.2 Approval; Duration. Subject to the approval of the shareholders of the Company at the Company’s 2004 annual meeting of its shareholders, the Plan shall become effective as of the date of such meeting. Awards may be made from time to time thereafter in the discretion of the Committee, but no Awards shall be made hereunder after December 31, 2012. The Plan shall continue until all shares of Common Stock subject to outstanding Awards have been issued and no Awards remain outstanding.

4.3 Amendments and Termination. The Board may at any time amend or terminate the Plan; provided that no amendment may, without the further approval of the Company’s shareholders, (i) materially increase the maximum amount of Common Stock that may be issued pursuant to Awards hereunder (except for adjustments under Section 2.3), or (ii) expand the types of Awards that may be granted, or (iii) materially extend the term of the Plan, or (iv) permit the granting of Options/Stock-Settled Stock Appreciation Rights with an exercise or base price less than fair market value, or (v) permit the repricing of outstanding Options/Stock-Settled Stock Appreciation Rights (except for adjustments under Section 2.3), or (vi) increase the maximum number of shares which may be granted to any single Participant. Any amendment shall comply with all applicable rules and regulations of the New York Stock Exchange and the Securities and Exchange Commission. No amendment or termination may adversely affect the rights of any Participant which exist on the date the amendment or termination becomes effective, without the written consent of the Participant.

EX-4.5

Exhibit 4.5

SPARTECH CORPORATION

2001 STOCK OPTION PLAN

ARTICLE I

PURPOSE AND DEFINITIONS

1.1. PURPOSE. This Spartech Corporation 2001 Stock Option Plan (the “PLAN”) has been established by Spartech Corporation (the “COMPANY”) to promote the long-term financial interest of the Company and its shareholders by (i) enhancing the Company’s ability to attract and retain persons eligible to participate in the Plan, through incentive compensation opportunities that are competitive with those of other similar companies, and (ii) providing an incentive for the participants in the Plan to identify their interests with those of the Company’s other shareholders, through compensation based on the value of the Company’s common stock.

1.2 DEFINITIONS.

“BOARD” means the Board of Directors of the Company.

“COMMITTEE” has the meaning stated in Section 2.1.

“COMPANY” has the meaning stated in Section 1.1.

“ELIGIBLE PERSONS” means (i) the employees of the Company, (ii) the employees of the Company’s Subsidiaries, and (iii) except with respect to Incentive Stock Options, the members of the Board.

“INCENTIVE STOCK OPTION” means an Option which is intended to satisfy the requirements applicable to an “incentive stock option” described in Section 422(b) of the Internal Revenue Code.

“OPTION” means a right granted to an Eligible Person to purchase Shares under this Plan, at a price, for a period of time, and on such other terms and conditions as are established by the Committee consistent with this Plan.

“PARTICIPANT” means an Eligible Person who has been granted an Option under the Plan.

“PLAN” has the meaning stated in Section 1.1.

“SHARES” means shares of common stock of the Company, subject to any adjustments under Section 3.4.

“SUBSIDIARY” means a corporation, limited liability company, partnership, joint venture or other business entity of which at least a 50% voting or profits interest is owned, directly or indirectly, by the Company, and any other business venture designated by the Committee in which the Company has a significant interest as determined in the discretion of the Committee.

ARTICLE II

ADMINISTRATION; TERM AND AMENDMENT

2.1. ADMINISTRATION. The Plan shall be administered by a committee of the Board comprised of two or more members of the Board who are “non-employee directors” as defined in Rule 16b-3 under the Securities Exchange Act of 1934 (the “COMMITTEE”). The Committee shall approve the names of all persons to whom options are proposed to be granted, and shall determine, within the limits set forth in the Plan, the number of shares, the price and the other terms of any option to be granted hereunder. The Committee may in its discretion interpret the Plan; establish, amend and rescind rules and regulations, forms, notices and agreements relating to the Plan; and make all determinations necessary or advisable for the operation of the Plan. Subject to the provisions of the Plan, the charter and bylaws of the Company and applicable laws, all ultimate powers of approval shall be vested in the Committee as a body, and the Committee shall have absolute and final discretion with respect to all determinations under the Plan.

2.2. APPROVAL; DURATION. Subject to the approval of the shareholders of the Company at the Company’s 2001 annual meeting of its shareholders, the Plan shall become effective as of the date of such meeting and shall continue until all Options available hereunder have been granted and none of such Options remain outstanding, or until such earlier date as the Plan may be terminated by the Board.

2.3 AMENDMENTS AND TERMINATION. The Board may at any time amend or terminate the Plan; provided that (i) no amendment may increase the maximum numbers of Shares that may be issued pursuant to Options or Incentive Stock Options hereunder, without the further approval of the Company’s shareholders (except for adjustments under Section 3.4), and (ii) no amendment or termination may adversely affect the rights of any Participant which exist on the date the amendment or termination is adopted by the Board, without the written consent of the Participant.

ARTICLE III

GRANTS OF OPTIONS

3.1. PERIOD DURING WHICH OPTIONS MAY BE GRANTED. Options may be granted from time to time during the term of the Plan in the discretion of the Committee.

3.2. PARTICIPATION. Subject to the other terms and conditions of this Plan, the Committee shall determine and designate, from time to time in its sole discretion, from among the Eligible Persons, those persons who will be granted one or more Options under the Plan and who will thereby become Participants in the Plan. The Committee may receive the recommendations of the various officers and divisional executives of the Company and its Subsidiaries with respect thereto.

3.3 SHARES AVAILABLE FOR OPTIONS. The total number of Shares for which Options may be granted under this Plan during each fiscal year of the Company is ten percent (10%) of the outstanding Shares (i.e. excluding treasury shares), determined as of the prior fiscal year end. Such number shall not be cumulative, so that if Options for fewer than the maximum number of Shares are not in fact issued during any fiscal year, the excess shall not be available for Options in the next fiscal year. Option Shares may come either from authorized but unissued Shares or from shares reacquired by the Company, whether purchased in the open market or in private transactions. Shares subject to issuance under Options which expire or are cancelled without delivery of Shares shall again become available for grants of Options under

the Plan; but Shares subject to issuance under Options which are settled in cash, and Shares which are withheld to pay the exercise price or tax withholding with respect to an Option, shall not be available for new Option grants.

3.4. ADJUSTMENTS TO SHARES. Upon any stock split, reverse stock split or stock dividend in excess of 5%, or any other recapitalization, combination or exchange affecting the Shares generally, the number and kind of Shares available for issuance under the Plan shall be appropriately and automatically adjusted. The Committee may in its discretion provide for similar adjustments of outstanding Options upon any of such events or in the event of any other combination or exchange of Shares, spin-off, split-up, merger or consolidation or similar event affecting the Shares generally, in order to preserve the benefits or potential benefits of the Options.

3.5 LIMITATION ON INDIVIDUAL GRANTS. No Participant may be granted Options under this Plan during any fiscal year of the Company for more than five percent (5%) of the outstanding Shares (i.e. excluding treasury shares), determined as of the prior fiscal year end.

ARTICLE IV

TERMS OF OPTIONS

4.1. TYPES OF OPTIONS. Subject to the provisions of this Plan and applicable laws and regulations, any Option may be granted as either an Incentive Stock Option or any other form of stock option, as determined in the discretion of the Committee.

4.2. EXERCISE PRICE. The Committee shall determine the exercise price per Share of all Options, except that the exercise price may not be less than the fair market value of the Shares subject to the Option on the date the Option is granted, or if greater, the par value of the Shares. Except as incidental to adjustments under Section 3.4, the exercise price of an outstanding Option may not be decreased after the date of grant, nor may an outstanding Option be surrendered to the Company as consideration for the grant of a new Option with a lower exercise price.

4.3 PERIOD OF EXERCISE. The Committee shall determine the times at which any Option granted hereunder may be exercised, including the times at which the Option will first become exercisable in whole or in part.

4.4 OTHER OPTION TERMS. The Committee shall determine the other terms of each Option, including without limitation the procedures for exercising the Option, the manner of payment of the exercise price and any tax withholding obligations, and any restrictions on the exercise or transfer of the Option or on the transfer of the underlying Shares, in its sole discretion.

4.5 INCENTIVE STOCK OPTIONS. In addition to the other provisions of this Plan, Incentive Stock Options shall be subject to all laws and regulations applicable to Incentive Stock Options, and shall be subject to the following provisions:

(i) The maximum number of Shares that may be issued pursuant to Incentive Stock Options granted under this Plan is 3,000,000 Shares.

(ii) Members of the Board shall not be Eligible Persons with respect to Incentive Stock Options.

(iii) No Incentive Stock Option may be granted under the Plan after December 6, 2010.

(iv) No Incentive Stock Option shall be exercisable in whole or in part later than the day preceding the 10th anniversary of the grant date.

(v) Incentive Stock Options may not be transferred other than by will or the laws of descent and distribution, and may be exercised during the lifetime of the Participant to whom it is granted only by such Participant.

(vi) An Incentive Stock Option granted to a person who at the time of the grant owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or any subsidiary or parent company (A) shall have an exercise price at least 110% of the fair market value of the Shares subject to the Option on the date the Option is granted and (B) shall not be exercisable after the expiration of five years from the date the Option is granted. To the extent that an Incentive Stock Option does not meet the requirements of Section 422(b) of the Internal Revenue Code the Option shall not be void but shall be treated as an Option other than an Incentive Stock Option. No Participant shall have any claim for damages or any other recourse against the Company, the Board or the Committee because of the failure of any Option to be an “incentive stock option.”

4.6. OPTION AGREEMENTS. The grant and terms of each Option shall be evidenced by a written agreement or other written documentation, a copy of which shall be provided to the Participant. The Committee may require the Participant to execute such agreement or otherwise accept the grant and terms as a condition of the Option. In the event of any inconsistency between the provisions of this Plan and the terms or conditions of an Option, the provisions of this Plan shall govern.

4.7 LIMITATION OF IMPLIED RIGHTS. Neither a Participant nor any other person shall acquire any right in or title to any assets, funds or property of the Company or any Subsidiary by reason of participation in the Plan or the grant of any Option. Neither this Plan nor any Option will constitute a contract of employment or give any Eligible Person any right to be retained in the employ of the Company or a Subsidiary. No Eligible Person or Participant will have any right under the Plan or any Option except to the extent such right has accrued under the terms of the Plan and the Option, and no Option shall give a Participant any rights as a shareholder of the Company prior to the date on which the Participant duly exercises the Option according to its terms.

EX-23.1

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the registration of Common Shares of PolyOne Corporation issuable in connection with the Spartech Corporation 2004 Equity Compensation Plan, as amended, and the Spartech Corporation 2001 Stock Option Plan of our reports dated February 12, 2013, with respect to the consolidated financial statements of PolyOne Corporation and the effectiveness of internal control over financial reporting of PolyOne Corporation included in the Annual Report (Form 10-K) for the year ended December 31, 2012, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Cleveland, Ohio

March 11, 2013

EX-23.2

EXHIBIT 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the registration of Common Shares of PolyOne Corporation issuable in connection with the Spartech Corporation 2004 Equity Compensation Plan, as amended and the Spartech Corporation 2001 Stock Option Plan of our report dated May 3, 2011, with respect to the balance sheets of the SunBelt Chlor Alkali Partnership as of February 28, 2011 and December 31, 2010 and the statements of income and cash flows for the two months ended February 28, 2011 and for the years ended December 31, 2010 and 2009 incorporated by reference and included as Exhibit 99.1 in the Annual Report (Form 10-K) of PolyOne Corporation for the year ended December 31, 2012, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Cleveland, Ohio

March 11, 2013

EX-24.1

EXHIBIT 24.1

POLYONE CORPORATION

REGISTRATION STATEMENT ON FORM S-8

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that each of the undersigned directors and officers of PolyOne Corporation, an Ohio corporation (the “Registrant”), does hereby constitute and appoint each of Kenneth M. Smith, Lisa K. Kunkle and Richard J. Diemer, or any of them, each acting alone, as the true and lawful attorney-in-fact or attorneys-in-fact for each of the undersigned, with full power of substitution and resubstitution, and in the name, place and stead of each of the undersigned, to execute and file (i) a Registration Statement on Form S-8 (the “Form S-8 Registration Statement”) with respect to the registration under the Securities Act of 1933 of Common Shares of the Registrant issuable in connection with the Spartech Corporation 2004 Equity Compensation Plan, as amended, and the Spartech Corporation 2001 Stock Option Plan, as amended, (ii) any and all amendments, including post-effective amendments, supplements and exhibits to the Form S-8 Registration Statement and (iii) any and all applications or other documents to be filed with the Securities and Exchange Commission or any state securities commission or other regulatory authority or exchange with respect to the securities covered by the Form S-8 Registration Statement, with full power and authority to do and perform any and all acts and things whatsoever necessary, appropriate or desirable to be done in the premises, or in the name, place and stead of the said director and/or officer, hereby ratifying and approving the acts of said attorneys and any of them and any such substitute.

This Power of Attorney may be executed in multiple counterparts, each of which shall be deemed an original with respect to the person executing it.

IN WITNESS WHEREOF, the undersigned have hereunto set their hands as of the 11th day of March 2013.

/s/ Stephen D. Newlin	/s/ Richard J. Diemer, Jr.
Stephen D. Newlin	Richard J. Diemer, Jr.
Chairman, President, Chief Executive Officer and Director	Senior Vice President and Chief Financial Officer
/s/ Carol A. Cartwright	/s/ Richard H. Fearon
Carol A. Cartwright	Richard H. Fearon
Director	Director
/s/ Gregory J. Goff	/s/ Gordon D. Harnett
Gregory J. Goff	Gordon D. Harnett
Director	Director
/s/ Richard A. Lorraine	/s/ William H. Powell
Richard A. Lorraine	William H. Powell
Director	Director
/s/ Farah M. Walters	/s/ William A. Wulfsohn
Farah M. Walters	William A. Wulfsohn
Director	Director