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MILACRON INC. EXECUTIVE LIFE INSURANCE PLAN

Executive Compensation Plan Agreement

MILACRON INC. 

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MILACRON INC

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Title: MILACRON INC. EXECUTIVE LIFE INSURANCE PLAN
Governing Law: Ohio     Date: 3/30/2005
Industry: MSCGDS     Sector: CAPGDS

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Exhibit 10.10
 

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.

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     4.    Purchase of Insurance Policy for Group A Participants

     (a)    In accordance with procedures prescribed by the Comm

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