(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

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1.	Election of the three directors named in the proxy statement to serve for three-year terms expiring at the 2019 annual meeting of shareholders of OMNOVA.

2.	Ratification of the appointment of Ernst & Young LLP as independent auditors of OMNOVA for the fiscal year ending November 30, 2016.

3.	Approval, on an advisory basis, of OMNOVA’s named executive officer compensation.

4.	Approval of amendments to OMNOVA’s Amended and Restated Articles of Incorporation and Amended and Restated Code of Regulations to require majority voting in uncontested director elections.

5.	Approval of an amendment to OMNOVA’s Amended and Restated Code of Regulations to allow the OMNOVA Board of Directors to amend the Amended and Restated Code of Regulations to the extent permitted by Ohio law.

6.	Approval of the OMNOVA Solutions Inc. Employee Share Purchase Plan.

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(*)	“Adjusted Diluted Earnings per Share” and “Adjusted Segment Operating Profit” are non-GAAP financial measures. A reconciliation of GAAP to these non-GAAP financial measures can be found in Annex D, attached hereto.

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•	Aligning shareholders and management in long-term, shareholder value creation through the use of performance-related, share based compensation

•	Maintaining a rigorous, year-round process for making and evaluating pay decisions

•	Maintaining an open dialog with institutional shareholders on all matters relevant to OMNOVA’s business, including its compensation philosophy and structure

•	Emphasizing variable- and performance-based compensation, employing a diverse set of compensation metrics

•	Balancing compensation risk and reward

•	Regularly monitoring equity plan share usage

•	Maintaining a compensation clawback policy

•	Retaining an independent compensation consultant and assessing the consultant’s independence annually

•	Prohibiting options repricing without shareholder approval or the timing of equity grants

•	No excessive perquisites or executive-only supplemental retirement programs

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•	All Board members, other than Mr. McMullen, are independent in accordance with the New York Stock Exchange listing standards and OMNOVA’s corporate governance guidelines (page 17)

•	Standing Board committees consist solely of independent directors (pages 15-16)

•	Robust, independent presiding director role with significant Board leadership responsibility (page 14)

•	Board members have extensive and diverse executive leadership, financial, and industry experience (pages 9-14)

•	Independent directors met in executive session at every regular 2015 Board and committee meeting (page 14)

•	Active Board leadership in the oversight of enterprise and compensation risks (pages 16 and 17)

•	Share ownership and holding requirements for executive officers and directors (page 24)

•	Prohibition on hedging or pledging of OMNOVA securities by directors, executive officers, and employees (page 24)

•	Comprehensive Board, Board committee, Board nominee, and Chief Executive Officer evaluation and self-assessment processes (page 18)

•	New director orientation and support for ongoing director education opportunities (page 18)

(1)	Determined to be an “audit committee financial expert.”

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•	integrity, mature judgment, and effective decision making;

•	management and/or leadership experience, preferably in a senior leadership role with a publicly-traded organization or a complex, recognized organization (private, non-profit, governmental, scientific, or educational);

•	a high level of professional or business expertise relevant to OMNOVA’s business;

•	the willingness and ability to serve at least one full term and to commit the time and effort to prepare for and participate in Board and committee meetings;

•	the willingness and ability to represent all shareholders of the Company, rather than a special interest or constituency;

•	the willingness and ability to balance interests of all of the Company’s stakeholders, including its shareholders, employees, customers, local communities, and the general public;

•	the ability to think independently while participating constructively in the Board process;

•	the willingness to become a shareholder of the Company (if not one already) and to comply with the Company’s share ownership guidelines;

•	the willingness to comply with the Company’s Corporate Governance Guidelines and Business Conduct Policies; and

•	a lack of conflicts with OMNOVA, including business conflicts and conflicts that may affect the director’s ability to dedicate appropriate time and attention to OMNOVA and its shareholders.

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•	recognizes the achievement of specific short-term and long-term strategic and financial goals;

•	provides a market-competitive total pay opportunity;

•	emphasizes variable and performance-based compensation opportunities;

•	enhances retention by subjecting a significant portion of total compensation to long-term vesting; and

•	does not encourage unnecessary and excessive risk taking.

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•	changing the percentage of common shares needed to call a special shareholders’ meeting;

•	changing the length of the time period require for notice of shareholders’ meetings;

•	changing the requirement for a quorum at shareholders’ meetings;

•	prohibiting shareholder or director actions from being authorized or taken by written consent;

•	changing the length of the terms of office of OMNOVA’s directors or to amend provisions providing for the classification of directors;

•	requiring greater than a majority vote of shareholders to remove directors without cause;

•	changing the requirements for quorum at directors’ meetings or the required vote for an action of the directors; or

•	adding, changing, or removing any requirement that a “control share acquisition” of the corporation be approved by the corporation’s shareholders.

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(1)

Amounts reported as “Stock Awards” reflect the grant date fair value of deferred share awards calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation (“FASB ASC Topic 718”). See Note Q to the Consolidated Financial Statements contained in our 2015 Annual Report for an explanation of the assumptions made in valuing these awards.

(2)	Ms. Giesselman and Messrs. Gingo and Mitarotonda joined the Board on March 19, 2015 and received a prorated annual cash retainer.

(3)	Includes, for Mr. Merriman, fees payable for full-year service as chair of the Compensation and Corporate Governance Committee and as Presiding Director, and for Mr. Percy, fees payable for full-year service as chair of the Audit Committee.

(4)

In February 2000, the Board discontinued its Retirement Plan for Non-Employee Directors for all newly-elected directors. Mr. Percy is the only currently-serving director who participated in this plan prior to its discontinuation and, in accordance with an election made at the time the plan was discontinued, he has not accrued any additional service benefit since February 2000. The value of the benefit under the plan is based solely on the director’s tenure with the Board and the amount of the annual cash and equity retainer payable to directors. Therefore, the amount of the potential benefit is only subject to change in years where there is an overall change to directors’ compensation. Because there was no change to director compensation during the 2015 fiscal year, there was no change in the value of Mr. Percy’s benefit under the plan during the 2015 fiscal year.

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(1)	This column includes each director’s or executive officer’s holdings of OMNOVA common shares and OMNOVA restricted common shares, as well as OMNOVA common shares held by executive officers in the OMNOVA Solutions Retirement Savings Plan.

(2)

Deferred shares are granted annually to non-employee members of the Board under OMNOVA’s Third Amended and Restated 1999 Equity and Performance Incentive Plan. For more information about director compensation, please see page 19 of this proxy statement. The terms of the Deferred Share Agreements under which deferred shares are granted provide that the deferred shares will vest into OMNOVA common shares on the later of (a) one year of service on the Board and (b) the director’s separation of service from the Board. If a director separates from the Board within six months of the date the deferred shares are granted, the director forfeits one-half of the share grant. Because the last annual grant of deferred shares to the non-employee directors was made on March 19, 2015, all deferred shares held by each director could be immediately converted to OMNOVA common shares without penalty or forfeiture if the director separated on or within 60 days of January 19, 2016.

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(3)	The amounts reported in this column do not include shares that would be payable in cash upon vesting or distribution. Shares excluded for those reasons include shares held by directors under the Directors Deferred Compensation Plan and performance shares granted to executive officers under OMNOVA’s Long-Term Incentive Plan.

(4)	The percentages reported in this column for each of OMNOVA’s directors, executive officers, and holders of more than 5% of OMNOVA common shares is based on 44,807,593 outstanding OMNOVA common shares on the record date, January 19, 2016.

(5)

Based solely upon information contained in the Schedule 13F-HR filed by FMR LLC with the Securities and Exchange Commission on November 10, 2015, FMR LLC. FMR LLC reported that as of September 30, 2015, it had shared investment discretion with its affiliates, Fidelity Management & Research Co. and FMR Co Inc., with respect to all 5,745,094 of such shares and did not have any voting authority over such shares. The reported address of FMR is 245 Summer Street, Boston, MA 02210.

(6)

Based solely upon information contained in the Schedule 13F-HR filed by the Royal Bank of Canada (“RBC”) with the Securities and Exchange Commission on November 16, 2015. RBC reported that as of September 30, 2015, it had (a) shared investment discretion with RBC Capital Markets Arbitrage S.A., and sole voting authority, over 1,777 shares, (b) shared investment discretion with RBC Capital Markets, LLC, and sole voting authority, over 905 shares, and (c) shared investment discretion with RBC Global Asset Management (U.S.) for 4,056,818 shares, for which it shared voting authority over 3,251,117 shares and had no voting authority over the remaining 805,701 shares. The reported address of RBC is 200 Bay Street, Toronto, Canada, A6 M5J2J5.

(7)

Based solely upon information contained in the Schedule 13F-HR filed by Bank of New York Mellon Corporation (“BNYM”) with the Securities and Exchange Commission on November 10, 2015. BNYM reported that as of September 30, 2015, it had (a) shared investment discretion with BNY Mellon, NA, and sole voting authority, over 20,000 shares; (b) shared investment discretion with The Bank of New York Mellon , and sole voting authority, over 445,702 shares; (c) shared investment discretion with The Boston Company Asset Management, and sole voting authority, over 984,162 shares; (d) shared investment discretion with The Dreyfus Corporation, and sole voting authority, over 1,689,836 shares; and (e) shared investment discretion with Mellon Capital Management Corporation over 60,166 shares, of which it had sole voting authority over 40,688 shares and no voting authority over the remaining 19,478 shares. The reported address of BNYM is One Wall Street, 31st Floor, New York, NY 10286.

(8)

Based solely upon information contained in the in the Schedule 13F-HR filed by Wellington Management Group LLP (“Wellington”) with the Securities and Exchange Commission on November 16, 2015. Wellington reported that as of September 30, 2015, it had (a) shared investment discretion with Wellington Management Company LLP over 2,596,016, of which it had shared voting authority over 2,139,531 shares and no voting authority over the remaining 456,485 shares, (b) shared investment discretion and voting authority with Wellington Trust Company and Wellington Management Company LLP over 453,032 shares, and (c) shared investment discretion with Wellington Management International Limited, but no voting authority, over 70,360 shares.The reported address of Wellington is 280 Congress Street, Boston, MA 02210.

(9)

Based solely upon information contained in the Schedules 13F-HR filed with the Securities and Exchange Commission on November 13, 2015 by each of BlackRock, Inc., BlackRock Advisors, LLC, BlackRock Fund Advisors, BlackRock Investment Management, LLC, BlackRock Group Limited, and BlackRock Institutional Trust Company, N.A. The entities reported their beneficial ownership of OMNOVA common shares as follows, as of September 30, 2015: (a) BlackRock Inc. had sole investment discretion and voting authority over 1,066 shares; (b) BlackRock Advisors, LLC had sole investment discretion and voting authority over 30,404 shares; (c) BlackRock Fund Advisors had sole investment discretion and voting authority over 1,201,134 shares; (d) BlackRock Investment Management, LLC had sole investment discretion and voting authority over 169,446 shares; (e) BlackRock Group Limited had sole investment discretion and voting authority over 4,200 shares; and (f) BlackRock Institutional Trust Company, N.A. had sole investment discretion over 1,344,601 shares, of which it had sole voting authority over 1,230,457 shares, and no voting authority over 114,144 shares. BlackRock, Inc. specifically disclaims investment discretion over the holdings reported by its subsidiaries. The reported address of BlackRock Inc. is 40 East 52nd Street, New York, NY 10022.

(10)

Based solely upon information contained in the Schedules 13F-HR filed with the Securities and Exchange Commission on November 13, 2015 by each of GAMCO Investors, Inc., et al, Gabelli Funds LLC, and Teton Advisors. The entities reported their beneficial ownership of OMNOVA common shares as follows, as of September 30, 2015: (a) GAMCO Investors, Inc. et. al. had sole investment discretion over 1,231,650 shares, of which it had sole voting authority over 1,205,775 shares and no voting authority over the remaining 25,875 shares; (b) Gabelli Funds LLC had sole investment discretion and voting authority over 950,000 shares; and (c) Teton Advisors had sole investment discretion and voting authority over 260,000 shares. The reported address of GAMCO Investors, Inc., et al. is One Corporate Center, Rye, NY 10580.

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•	establishes a straightforward connection between incentive compensation and the short- and long-term performance of the Company;

•	is market competitive and reasonable; and

•	contributes to attracting and retaining high-caliber executives who can contribute to the Company’s success.

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•	align the interest of the executive officers to those of the Company’s shareholders by providing a direct link to OMNOVA’s share price;

•	ensure that the executive officers maintain robust share ownership positions; and

•	establish a strong incentive for executive officers to remain with the Company over the long term.

(1)	In addition to receiving a grant of restricted shares consistent with all Named Executive Officers, Mr. Maynard received an additional retention grant of restricted shares that is discussed in more detail under the heading “Other awards in fiscal year 2015.”

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(1)	These companies were acquired and taken private during fiscal 2015.

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•	Segment Operating Profit means Adjusted Segment Operating Profit as reported by management in the GAAP to non-GAAP reconciliation tables it presents in its quarterly and annual earnings releases, excluding the impact of inventory revaluations and LIFO reserve adjustments.

•	Segment Cash Flow means Segment Adjusted EBITDA as reported by management in the GAAP to non-GAAP reconciliation tables it presents in its quarterly and annual earnings releases, plus the change in working capital, less capital expenditures.

•	Earnings before interest and taxes (“EBIT”) means Consolidated Adjusted EBIT as reported by management in the GAAP to non-GAAP reconciliation tables it presents in its quarterly and annual earnings releases, excluding the impact of inventory revaluations and LIFO reserve adjustments.

•	Earnings per share (“EPS”) means Adjusted Diluted Earnings Per Share from Continuing Operations as reported by management in the GAAP to non-GAAP reconciliation tables it presents in its quarterly and annual earnings releases.

•	Return on Assets Employed (“ROAE”) means Segment Operating Profit (as defined above) less corporate and interest expense, tax effected at a normalized 30% rate, plus interest expense, divided by assets employed, adjusted to exclude certain one-time items to normalize the asset base in the second year of the two year measurement period for which ROAE is being measured.

•	Net Debt is the sum of the Company’s outstanding debt and cash adjusted for cash payments related to the unusual items reported by management in the GAAP to non-GAAP reconciliation tables it presents in its quarterly and annual earnings releases.

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(1)	Mr. DeSantis joined OMNOVA in 2014, and therefore was not a Named Executive Officer during 2013. Ms. Noonan joined OMNOVA in 2014, but did not become a Named Executive Officer until 2015. Mr. Maynard has been an executive officer of OMNOVA since 2012, but did not become a Named Executive Officer until 2015.

(2)

Amounts reported as “Bonus” reflect, (a) for Mr. DeSantis, one third of his new hire bonus that was paid in the 2015 fiscal year and one third that was paid in the 2014 fiscal year (with an additional one third to be paid in 2016), (b) for Ms. Noonan, the entire amount of her new hire bonus that was paid in the 2015 fiscal year, and (c) for Mr. Maynard, a retention bonus. The awards for Ms. Noonan and Mesrrs. DeSantis and Maynard are discussed in more detail in the Compensation Discussion & Analysis beginning on page 25 of this proxy statement.

(3)

Amounts reported as “Stock Awards” reflect the grant date fair value of stock awards calculated in accordance with FASB ASC Topic 718, based on the probable outcome of any applicable performance conditions and disregarding possible forfeitures. See Note Q to the Consolidated Financial Statements contained in our 2015 Annual Report for an explanation of the assumptions made in valuing awards of restricted shares.

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(4)	During the 2014 fiscal year, no Named Executive Officer earned a payout under OMNOVA’s Executive Incentive Compensation Program.

(5)

Amounts reported in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column reflect the year-over-year change in the present value of amounts to be paid at normal retirement age for each Named Executive Officer who participated in OMNOVA’s Consolidated Pension Plan or OMNOVA’s Pension Benefits Restoration Plan (Messrs. McMullen and LeMay). The Consolidated Pension Plan and the Pension Benefits Restoration Plan were frozen for all participants, including the Named Executive Officers, effective June 1, 2009, as described in the narrative to the 2015 pension benefits table on page 46 of this proxy statement. No above market or preferential earnings were paid to any Named Executive Officer on nonqualified deferred compensation.

(6)	Amounts reported in the “All Other Compensation” column are set forth in the 2015 components of all other compensation table.

(1)	Amounts in these columns consist of OMNOVA’s matching contributions to the qualified OMNOVA Retirement Savings Plan and the nonqualified OMNOVA Retirement Savings Benefits Restoration Plan. For more information about these plans, see pages 34 and 47 of this proxy statement.

(2)	Amounts in this column reflect (a) fees of $11,779 paid by OMNOVA for a $4 million life insurance policy on Mr. McMullen pursuant to the terms of his employment agreement and (b) for all of the Named Executive Officers, 100% of the premiums for a $100,000 life insurance benefit paid by the Company on their behalf.

(3)	Amounts in this column reflect relocation benefits paid during the 2015 fiscal year consistent with OMNOVA’s standard relocation practices and policies. Any relocation expenses paid or reimbursed by the Company are required to be repaid in full if Ms. Noonan leaves the Company within twenty-four months of her date of hire.

(4)

Amounts reported for Mr. McMullen in this column reflect Company paid or reimbursed private club dues and costs for financial, tax, and estate planning services. For all other Named Executive Officers (except for Mr. DeSantis), the amounts reported in this column reflect Company paid or reimbursed costs for financial, tax, and estate planning services, the value of a commuting stipend provided to certain employees in connection with the relocation of OMNOVA’s headquarters, and the cost of financial, tax, and estate planning services. Mr. DeSantis did not receive perquisites or personal benefits in excess of $10,000. For more information, see page 34 of this proxy statement under the heading “Perquisites.”

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(1)

Amounts reported in these columns reflect annual incentive opportunities under OMNOVA’s Executive Incentive Compensation Plan for each of the Named Executive Officers for the one-year performance period ended November 30, 2015. Bonuses for threshold, target, or maximum performance would result in a plan payout equal to 33%, 100%, or 150% of base salary, respectively, for Mr. McMullen, and 30%, 60%, or 120% of base salary, respectively, for each of the other Named Executive Officers. The actual payouts made to the Named Executive Officers are reflected in the 2015 summary compensation table on page 41 of this proxy statement.

(2)

Amounts reported in these columns reflect number of performance shares under OMNOVA’s Long-Term Incentive Plan that each of the Named Executive Officers could receive at threshold, target, or maximum performance for a two-year performance period that began December 1, 2014 and ends November 30, 2016. These performance shares are discussed in detail in the Compensation Discussion and Analysis section of this proxy statement. Bonuses for threshold, target, or maximum performance are equal to 60%, 125%, or 200% of base salary, respectively, for Mr. McMullen, and 25%, 50%, or 100% of base salary for the other Named Executive Officers. The value of each award for threshold, target, and maximum performance was converted into an equivalent number of book-entry deferred shares that track the price of OMNOVA common shares. These shares are ultimately paid in cash based upon measured performance. The price at which the awards were converted to book-entry performance shares was based on the thirty-day average closing price of OMNOVA common shares for the first thirty trading days of the performance period, which was $7.71 per share.

(3)	Amounts reported in this column reflect the number of restricted shares granted to each of the Named Executive Officers on January 21, 2015, which generally vest in full three years from the grant date.

(4)

Amounts reported in this column represent the aggregate grant date fair value of each applicable equity award granted during the 2015 fiscal year. The grant date fair value is based on the price per OMNOVA common share on January 21, 2015 ($6.92), multiplied by (a) in the case of restricted share grants, the amount of restricted shares granted or (b) in the case of Long-Term Incentive Plan grants, the target number of performance shares granted. The accounting assumptions used in calculating the grant date fair value for the equity awards are described in Note Q to the Consolidated Financial Statements contained in our 2015 Annual Report.

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(1)	Amounts reported in this column reflect the aggregate number of restricted shares outstanding as of November 30, 2015. The vesting dates for these awards are shown in the following table. All awards identified below generally vest in full three years from the date of grant.

(2)

Amounts reported in this column reflect the aggregate number of performance shares outstanding under OMNOVA’s 2015-2016 Long-Term Incentive Plan (assuming target performance) as of November 30, 2015. These awards will settle, if they settle at all, generally within two and a half months of the end of the two-year performance period being measured, subject to the prior review and certification of the Compensation and Corporate Governance Committee.

(3)	Amounts reported in this column reflect the aggregate number of performance shares outstanding under OMNOVA’s 2015-2016 Long-Term Incentive Plan (based upon target performance) multiplied by the closing price per OMNOVA common share on November 30, 2015 ($7.52).

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(1)

Messrs. McMullen and LeMay each received a grant of restricted shares on January 18, 2012, all of which vested on January 18, 2015. In connection with his promotion to President, Engineered Surfaces, Mr. Maynard received a grant of restricted shares on March 14, 2012, all of which vested on March 14, 2015. Additionally, each of the Named Executive Officers received a grant of performance shares under the 2014-2015 Long-Term Incentive Plan, which were earned based on on performance between December 1, 2013 and November 30, 2015, and paid in cash on January 20, 2016.

(2)

The value at vesting of the restricted shares that vested to Messrs. McMullen and LeMay on January 18, 2015, and to Mr. Maynard on March 14, 2015 was based on the closing price per OMNOVA common share on those dates ($7.47 and $7.96, respectively). The performance shares that settled on January 20, 2016 were settled entirely in cash, based on the average trading price per OMNOVA common share for the thirty trading days ending November 30, 2015 ($7.15).

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(1)	The amounts reflected in this column were calculated as of November 30, 2015, assuming a normal retirement age of 65 years and using the same assumptions employed for financial reporting purposes under Accounting Standards Codification Topic 715. These assumptions are described in Note O of the Notes to Consolidated Financial Statements included in the Company’s 2015 Annual Report.

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(1)	Amounts reported in this column are not reflected in the 2015 summary compensation table because the earnings were neither preferential nor above-market.

(2)	Amounts reported in this column reflect the total ending account balance (including employee and company balances) at November 30, 2015 for each Named Executive Officer.

(3)	All nonqualified executive contributions and OMNOVA contributions included in this column are also included in the current-year compensation presented in the 2015 summary compensation table under the “Salary” and “All Other Compensation” columns, respectively. The aggregate amount of this balance that has been included in OMNOVA’s summary compensation table as compensation in previous years is:

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(1)	“Retirement” means a Named Executive Officer’s separation from employment (a) at or after fifty-five years of age with at least ten years of service with OMNOVA or (b) at or after age sixty-five, regardless of years of service.

(2)	Except as described for Mr. McMullen and LeMay, the “Other Benefits” row in the following tables assumes outplacement service costs of $25,000, medical insurance premiums of $20,112, dental insurance premiums of $1,260, and one year of the annual life insurance premiums reported in the 2015 components of all other compensation table for each Named Executive Officer.

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(1)

In addition to a voluntary resignation, Mr. McMullen's Amended and Restated Employment Agreement provides that "resignation" includes his election to terminate employment due to, among other things, his removal as Chairman or Chief Executive Officer, a reduction of his base pay, or his ineligibility for incentive pay (a “Special Resignation”). The amounts set forth in this column reflect those that would be paid for a Special Resignation. If Mr. McMullen otherwise voluntarily resigned, he would receive $82,351, the value of performance shares earned for the performance period ended November 30, 2015.

(2)

Upon (a) an involuntary, not for cause termination or (b) his Special Resignation, Mr. McMullen's severance pay would equal two times the sum of (x) his annual base salary at separation and (y) the higher of his annual base salary or the highest-year end bonus that he received in the three fiscal years prior to the year of such separation. Upon a Change of Control Termination, Mr. McMullen’s Amended and Restated Severance Agreement provides for a severance payment equal to three times the sum of his (a) annual base salary and (b) an incentive payment not less than the greatest of (i) the average bonus paid to him during the three fiscal years preceding the year of the Change of Control Termination, (ii) 75% of the maximum bonus opportunity for the current fiscal year, and (iii) 125% of his current annual base salary.

(3)	Under the terms of OMNOVA’s Third Amended and Restated 1999 Equity Incentive Plan, if Mr. McMullen satisfied the criteria for Retirement on the date of his separation, the restricted shares held by him would be accelerated as though the separation were a Retirement. As of November 30, 2015, Mr. McMullen satisfied all criteria for early Retirement.

(4)

Upon (a) an involuntary, not for cause termination, (b) his Special Resignation, or (c) a Change of Control Termination, Mr. McMullen would be entitled to payment for performance shares for completed performance periods and prorated payment of performance shares for incomplete performance periods at the greater of target or actual performance for the incomplete period. The retirement, disability, and death scenarios assume the Compensation & Corporate Governance Committee would approve payment for incomplete performance periods. In all cases, the value of the performance shares is estimated based on OMNOVA’s common share closing price on November 30, 2015 ($7.52), assuming target performance throughout the period.

(5)

Upon (a) an involuntary, not for cause termination, or (b) his Special Resignation, Mr. McMullen would continue receiving health and welfare benefits (including medical, dental and life insurance) and financial planning assistance for twenty four months following his termination or resignation, as well as outplacement assistance. Upon a Change of Control Termination, Mr. McMullen would be entitled to receive three years of health and welfare benefits ($100,200), two years of financial planning assistance ($21,780), and up to one year of outplacement assistance (the expense of which may not exceed 20% of his pre-separation annual base salary - $153,800).

(6)

Upon a Change of Control Termination, Mr. McMullen’s Amended and Restated Severance Agreement provides for an excise tax gross-up if the compensation or benefits to be paid to him, in addition to all other payments of cash or property to which he may be entitled, constitutes an “excess parachute payment” under certain tax laws (including Section 280G of the Code). The tax gross-up is intended to provide Mr. McMullen with the same after-tax severance pay that he would have received but for the application of the tax laws. The Committee considers one-third of the severance pay to be consideration for a three-year non-compete covenant imposed upon Mr. McMullen as a condition to his receiving a severance payment; the exact value of the non-compete would ultimately be determined at the time of the separation. Even if taxing authorities concluded that the entire amount of severance pay identified in this column constituted a “parachute payment” for Section 280G purposes, the total amount of the “parachute payments” would not trigger a tax gross-up under the Severance Agreement, assuming termination occurred on November 30, 2015.

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(1)	Mr. DeSantis did not meet the eligibility criteria for Retirement as of November 30, 2015.

(2)	The disability and death scenarios assume the Compensation & Corporate Governance Committee would approve payment for incomplete performance periods. In all cases, the value of the performance shares is estimated based on OMNOVA’s common share closing price on November 30, 2015 ($7.52), assuming target performance throughout the period.

(1)	Ms. Noonan did not meet the eligibility criteria for Retirement as of November 30, 2015.

(2)	The disability and death scenarios assume the Compensation & Corporate Governance Committee would approve payment for incomplete performance periods. In all cases, the value of the performance shares is estimated based on OMNOVA’s common share closing price on November 30, 2015 ($7.52), assuming target performance throughout the period.

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(1)

Upon a Change of Control Termination, Mr. LeMay’s Amended and Restated Severance Agreement provides for a severance payment equal to three times the sum of his (a) annual base salary and (b) an incentive pay amount not less than the greater of (i) the average bonus paid to him during the three fiscal years preceding the Change of Control Termination and (ii) 75% of the maximum bonus opportunity for the current fiscal year.

(2)	Under the terms of OMNOVA’s Third Amended and Restated 1999 Equity Incentive Plan, if Mr. LeMay satisfied the criteria for Retirement on the date of his separation, the restricted shares held by him would be accelerated as though the separation were a Retirement. As of November 30, 2015, Mr. LeMay satisfied all criteria for early Retirement.

(3)	The retirement, disability, and death scenarios assume the Compensation & Corporate Governance Committee would approve payment for incomplete performance periods. In all cases, the value of the performance shares is estimated based on OMNOVA’s common share price on November 30, 2015 ($7.52), assuming target performance throughout the period.

(4)	Upon a Change of Control Termination, Mr. LeMay would be entitled to receive three years of health and welfare benefits ($64,890), two years of financial planning assistance ($20,260), and up to one year of outplacement assistance (the expense of which may not to exceed 20% of his pre-separation annual base salary - $71,000).

(5)

Upon a Change of Control Termination, Mr. LeMay’s Amended and Restated Severance Agreement provides that if the compensation or benefits enhancements to be paid to him, in addition to all other payments of cash or property to which he may be entitled, constitutes an “excess parachute payment” under certain tax laws (including Section 280G of the Internal Revenue Code), OMNOVA will gross-up such payments to cause him to receive the same after-tax compensation that he would have received but for the application of the tax laws. The Committee considers one-third of the severance pay to be consideration for a three-year non-compete covenant imposed upon Mr. LeMay as a condition to his receiving a severance payment; the exact value of the non-compete would ultimately be determined at the time of the separation. Even if taxing authorities concluded that the entire amount of severance pay identified in this column constituted a “parachute payment” for Section 280G purposes, the total amount of the “parachute payment” would not trigger a tax gross-up under the Severance Agreement, assuming termination occurred on November 30, 2015.

(1)	Mr. Maynard did not meet the eligibility criteria for Retirement as of November 30, 2015.

(2)	The disability and death scenarios assume the Compensation & Corporate Governance Committee would approve payment for incomplete performance periods. In all cases, the value of the performance shares is estimated based on OMNOVA’s common share closing price on November 30, 2015 ($7.52), assuming target performance throughout the period.

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(1)

Aggregate fees billed for professional services in connection with the integrated audit of OMNOVA’s annual financial statements for the fiscal years ended November 30, 2015 and 2014, respectively, reviews of financial statements included in OMNOVA’s Forms 10-Q during fiscal years 2015 and 2014, respectively, foreign statutory audits performed in accordance with local requirements for our foreign subsidiaries during fiscal years 2015 and 2014, and audits of OMNOVA’s internal controls over financial reporting for fiscal years 2015 and 2014.

(2)	Aggregate fees billed for assurance and related services that are reasonably related to the performance of the audits or review of OMNOVA’s financial statements.

(3)	Aggregate fees billed for tax services. These services consisted of tax compliance, preparation and planning services provided to certain domestic and foreign subsidiaries of OMNOVA during fiscal years 2015 and 2014.

(4)	Aggregate fees billed for permitted products and services other than those described above.

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