MILACRON INC. EXECUTIVE LIFE INSURANCE PLANExecutive Compensation Plan Agreement |
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Exhibit 10.10
MILACRON
INC.
EXECUTIVE
LIFE INSURANCE PLAN
1. Purpose
of the Plan. The Milacron Inc. Executive Life Insurance Plan, effective
January 1, 2004, is maintained by the Company as an insured welfare plan.
The Plan continues the Company’s long established practice of providing
key employees of the Company and its Affiliates with a flexible insurance
benefit as a part of an overall competitive benefits package designed to
attract, retain and motivate highly effective individuals.
2. Definitions.
Capitalized terms used herein shall have the meanings assigned to such terms in
this Section 2.
“Affiliate”
means any corporation, limited liability company, joint venture, partnership,
unincorporated association or other entity that is affiliated, directly or
indirectly, with the Company and which is designated as such under the Plan by
the Personnel and Compensation Committee from time to time.
“Base
Salary” means a Participant’s annual base wages paid by the Company
and/or by any Affiliate during the calendar year (or such other annual period
designated by the Committee). Base Salary does not include salary adjustments
or other payments made because of overseas employment, payment made from
incentive plans, ad hoc bonuses, commission bonus payments, relocation expenses
or any payment made from any employee benefit plan.
“Code”
means the Internal Revenue Code of 1986, as amended from time to time, and
interpretive rules and regulations thereunder.
“Committee”
means the Benefit Plans Committee of the Company.
“Company”
means Milacron Inc., a Delaware corporation, and any corporation that shall
succeed to its business and adopt the Plan.
“Disability”
means the Participant has become permanently disabled (as determined by the
Committee in good faith) within the meaning of the long-term disability plan of
the Company in effect for, or applicable to, the Participant.
“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended from time
to time, and interpretative rules and regulations thereunder.
“Insurance
Policy” means one or more life insurance contracts issued by the Insurer
on the life of a Participant.
“Insurer”
means the insurance company or companies selected by the Company which issue
insurance on the Participant’s life.
“Participant”
means (i) a current or former employee of the Company or an Affiliate who
had been a party to a split dollar life insurance arrangement with the Company
and who has executed a termination agreement with respect to such split dollar
life insurance arrangement as of the effective date of this Plan (each of whom
shall be referred to as a “Group A Participant”); (ii) an
individual who is first elected to the position of either Chairman, Chief
Executive Officer, President, Chief Operating Officer, Vice President,
Treasurer or Controller of the Company (each of whom shall be referred to as a
“Group B Participant”); or (iii) an employee of the Company or
an Affiliate who is a member of a “select group of management or highly
compensated employees,” within the meaning of Sections 201, 301 and
401 of ERISA, and who is selected by the Personnel and Compensation Committee
to participate in the Plan (each of whom shall be referred to as a “Group
B Participant”).
“Personnel
and Compensation Committee” means the Personnel and Compensation
Committee of the duly constituted board of directors of the Company on the
applicable date.
“Plan”
means this Milacron Inc. Executive Life Insurance Plan, as amended from time to
time.
“Retirement”
means retirement as defined in the Milacron Retirement Plan.
3. Participation
(a) Group
A Participants shall begin participation in this Plan as of the effective date
of this Plan. Group B Participants shall begin participation in this Plan as of
the later of (i) the date they first fall within the definition of a
Participant as provided herein; or (ii) November 1, 2004.
(b) Unless
otherwise determined by the Personnel and Compensation Committee, the
participation in the Plan of a Group A Participant shall cease, and the Company
shall have no further obligation concerning his Insurance Policy, upon the
earlier to occur of the following dates: (i) the date such Group A Participant
ceases to be an employee of the Company and its Affiliates for any reason other
than his Retirement or Disability; (ii) the date that the value of the
Group A Participant’s Insurance Policy is such that the policy becomes
self sustaining and premium payments are no longer required to maintain the
then current level of coverage; or (iii) the lapse of the Insurance Policy
due to the Group A Participant’s withdrawals from such policy. Unless
otherwise determined by the Personnel and Compensation Committee, the
participation in the Plan of a Group B Participant shall cease, and the Company
shall have no further obligation under the Plan with respect to such
Participant, upon the date such Group B Participant ceases to be an employee of
the Company and its Affiliates for any reason.
2
4. Purchase
of Insurance Policy for Group A Participants
(a) In accordance with procedures prescribed by the Comm






