EX-10.1 2 exhibit1.htm EX-10.1 EX-10.1 Effective
September 12, 1989
Revised
February 6, 1998
April 23, 2003
February 10, 2004
October 1, 2007
MILACRON
RETIREMENT PLAN FOR NON-EMPLOYEE DIRECTORS
ARTICLE I
PURPOSE
| 1.1 | | The purpose of this Plan is to provide retirement benefits to Directors of Milacron Inc. (the “Company”) who meet the eligibility requirements of the Plan. |
ARTICLE II
DEFINITIONS
| 2.1 | | “Base Retainer” means the basic annual retainer for non-employee Directors in effect as of an Eligible Director’s last date of service on the Milacron Inc. Board of Directors. As used herein, Base Retainer shall not include any additional annual retainer available as a result of a Director acting as chairman of any committee nor shall it include any fees available as a result of attendance at Board of Directors’ or its committees’ meetings, or other payments made for other services a Director may render. |
| 2.2 | | “Board of Directors” means the Board of Directors of Milacron Inc. |
| 2.3 | | “Company” means Milacron Inc. |
| 2.4 | | “Compensation Committee” means the Compensation Committee of the Board of Directors. |
| 2.5 | | “Director” means a duly-elected member of the Board of Directors. |
| 2.6 | | “Eligible Director” means a Director or former Director who has served on the Board of Directors on or after the Effective Date of this Plan as set forth in Item 3.1, who is not an employee of the Company and who does not qualify to receive a retirement benefit under any pension plan of the Company or its subsidiaries other than this Plan. |
| 2.7 | | “Employee” means a person employed by the Company or its subsidiaries in any capacity other than as a Director. |
| 2.8 | | “Plan” means this Retirement Plan for Non-Employee Directors. |
| 2.9 | | “Service” means service as an Eligible Director. |
ARTICLE III
EFFECTIVE DATE
| 3.1 | | This Plan shall be effective as of September 12, 1989 (the “Effective Date”). |
ARTICLE IV
PARTICIPATION
| 4.1 | | Each Eligible Director serving on the Board of Directors on or after the Effective Date and prior to February 6, 1998, who does not elect to cease participation under the Plan as set forth in Item 4.2, shall participate in the Plan. |
| 4.2 | | During the period of February 6, 1998 to April 6, 1998, an Eligible Director who is currently serving on the Board of Directors may make an irrevocable one time election to cease participation under the Plan effective January 1, 1998 and have the current value of the Eligible Director’s projected benefit under the Plan, as determined by the Board of Directors, credited to a special account under the Milacron Plan for the Deferral of Directors’ Compensation, to be held and paid in accordance with the terms of such plan, as amended effective February 6, 1998. No benefits shall be payable from the Plan after the date of the election. |
ARTICLE V
RETIREMENT BENEFITS/VESTING
| 5.1 | | An Eligible Director’s annual retirement benefit under this Plan shall be vested when he has six (6) years of Service and shall be equal to a percentage of that Director’s Base Retainer in accordance with the table below: |
| | | | | |
Years of Service | | Percentage of Base Retainer |
| | | | |
Less than 6 years | | | 0 | % |
6 years | | | 60 | % |
7 years | | | 70 | % |
8 years | | | 80 | % |
9 years | | | 90 | % |
10 years and above | | | 100 | % |
In no event shall an Eligible Director’s percentage of benefit under this Plan exceed One Hundred Percent (100%) of the Eligible Director’s Base Retainer.
ARTICLE VI
YEARS OF SERVICE
| 6.1 | | For purposes of this Plan, one year of Service shall mean 365 days of Service as an Eligible Director beginning with an Eligible Director’s initial election or appointment to the Board of Directors. |
| 6.2 | | In the event of a break in Service, a Director’s Service as an Eligible Director before and after the break in Service shall be combined to determine years of service for vesting as set forth in Item 5.1. |
| 6.3 | | A Director’s Service as an Eligible Director prior to the Effective Date of this Plan shall count toward the vesting rules of Item 5.1. |
ARTICLE VII
PAYMENT OF RETIREMENT BENEFITS
| 7.1 | | An Eligible Director will be entitled to receive retirement benefits upon (i) the vesting of the benefit as set forth in Item 5.1 and (ii) the Eligible Director reaching age seventy (70). An Eligible Director who has met the two requirements in the preceding sentence shall be entitled to receive retirement benefits whether or not the Eligible Director is a member of the Board of Directors on his seventieth (70th) birthday. |
| 7.2 | | All retirement benefits hereunder shall be payable in monthly installments equal to one-twelfth (1/12th) of the annual amounts determined under this Plan. An Eligible Director’s vested retirement benefit hereunder, if any, shall be payable for the life of the Eligible Director, commencing on the month next following the Eligible Director’s seventieth (70th) birthday. |
ARTICLE VIII
DEATH BENEFIT
| 8.1 | | Notwithstanding anything herein to the contrary, in the event an Eligible Director whose benefit under this Plan is vested dies prior to age seventy (70), his estate shall receive thirty-six (36) monthly payments in an amount equal to one-twelfth (1/12th) of his annual vested benefit on the date of his death. In the event an Eligible Director whose benefit under this Plan is vested dies after attaining age seventy (70) but prior to receiving thirty-six (36) monthly retirement payments, the Eligible Director’s estate shall receive monthly payments in an amount equal to the last monthly payment received hereunder by the Eligible Director before his death and for a number of months which, when added with the number of payments the Eligible Director received during life, equal thirty-six (36). The Company may, at its option, make the payments above to the Director’s estate in a lump sum payment calculated on a present value basis. |
ARTICLE IX
FUNDING
| 9.1 | | This Plan shall be unfunded. |
ARTICLE X
PLAN ADMINISTRATION
| 10.1 | | The general administration of this Plan and the responsibility for carrying out the provisions hereof shall be vested in the Compensation Committee. The Compensation Committee may adopt such rules and regulations as it may deem necessary for the proper administration of this Plan, which are not inconsistent with the provisions hereof, and its decision in all matters shall be final, conclusive and binding. |
ARTICLE XI
AMENDMENT AND TERMINATION
| 11.1 | | The Board of Directors reserves in its sole and exclusive discretion the right at any time and from time to time to amend this Plan in any respect or terminate this Plan without restriction and without the consent of any Eligible Director, provided, however, that no amendment or termination of this Plan shall impair the right of any Eligible Director to receive benefits which have become vested pursuant to Item 5.1 prior to such amendment or termination, except as provided in Item 4.2. |
ARTICLE XII
MISCELLANEOUS PROVISIONS
| 12.1 | | Nothing contained in this Plan guarantees the continued retention of a Director on the Board of Directors, nor does this Plan limit the right to terminate a Director’s Service on the Board of Directors. |
| 12.2 | | No retirement benefit payable hereunder may be assigned, pledged, mortgaged or hypothecated and, to the extent permitted by law, no such retirement benefit shall be subject to legal process or attachment for the payment of any claims against any person entitled to receive the same. |
| 12.3 | | If an Eligible Director entitled to receive any retirement benefit payments hereunder is deemed by the Compensation Committee or is adjudged by a court of competent jurisdiction to be legally incapable of giving valid receipt and discharge for such retirement benefit, such payments shall be paid to such person or persons as the Compensation Committee shall designate or to the duly appointed guardian or other legal representative of such Eligible Director. Such payments shall, to the extent made, be deemed a complete discharge for such payments under this Plan. |
| 12.4 | | Payments made by the Company under this Plan to any Eligible Director shall be subject to withholding as shall, at the time for such payment, be required under any income tax or other laws, whether of the United States or any other jurisdiction. |
| 12.5 | | All expenses and costs in connection with the operation of this Plan shall be borne by the Company. |
| 12.6 | | The provisions of this Plan will be construed according to the laws of the State of Ohio. |
| 12.7 | | The masculine pronoun wherever used herein shall include the feminine gender and the feminine the masculine and the singular number as used herein shall include the plural and the plural the singular unless the context clearly indicates a different meaning. |
| 12.8 | | The titles to articles and headings of sections of this Plan are for convenience of reference only and in case of any conflict, the text of the Plan, rather than such titles and headings, shall control. |
ARTICLE XIII
CHANGE OF CONTROL
| 13.1 | | The provisions of Section 13.3 shall become effective immediately upon the occurrence of a Change of Control (as defined in Section 13.2). |
| 13.2 | | “Change of Control” – shall mean either of the following, with respect to the Company: |
(a) A change in the ownership of a corporation, within the meaning of Treasury Regulation §1.409A-3(i)(5)(v).
(b) A change in the ownership of a substantial portion of a corporation’s assets, within the meaning of Treasury Regulation §1.409A-3(i)(5)(vii).
| 13.3 | | (a) Section 7.2 is deleted and the following is inserted in lieu thereof: |
“All vested retirement benefits hereunder shall be immediately payable upon a Change of Control in one lump sum payment. The lump sum shall be the present value actuarially determined with reference to the life expectancy of the Eligible Director whose benefits have vested pursuant to this Plan and prevailing interest rates”.
| | (b) | | Section 12.4 is deleted. |
| | (c) | | New Section 12.9 is inserted as follows: |
“Notwithstanding any other provisions of the Plan to the contrary:
| | (i) | | the vested benefit hereunder of any Eligible Director as of the date of a Change of Control may not be reduced; | |
| | (ii) | | any Service accrued by an Eligible Director as of the date of a Change of Control cannot be reduced”. | |
| 13.4 | | Notwithstanding any other provision of this Plan to the contrary, a “Change of Control” shall not occur solely as a result of a financial restructuring or recapitalization of the Company that may occur during 2004. |
