MILACRON INC.
DIRECTOR DEFERRED COMPENSATION PLAN
As Amended April 1, 2008
Milacron Inc. (the
“Company”) hereby establishes, effective as of
May 4, 2005, the Milacron Inc. Director Deferred Compensation
Plan (the “Plan”) on the terms and conditions
hereinafter set forth. Such Plan provides certain members of the
Company’s Board of Directors the opportunity to receive
deferred compensation in accordance with the provisions of the
Plan.
1.
Definitions . For the purposes hereof, the following words
and phrases shall have the meanings set forth below, unless their
context clearly requires a different meaning:
“Account”
means the bookkeeping account maintained by the Company on behalf
of each Participant as provided herein. The sum of each
Participant’s Deferral Sub-Account and Restricted
Sub-Account, in the aggregate, shall constitute his
Account.
“Beneficiary”
means the Participant’s estate.
“Board”
means the board of directors of the Company.
“Code”
means the Internal Revenue Code of 1986, as amended.
“Company”
means Milacron Inc. and its successors, including, without
limitation, the surviving corporation resulting from any merger or
consolidation of Milacron Inc. with any other corporation, limited
liability company, joint venture, partnership or other entity or
entities.
“Common
Stock” means the common stock of the Company or any security
into which such Common Stock may be changed by reason of any
transaction or event of the type referred to in Section 5
hereof.
“Deferral
Sub-Account” means the bookkeeping sub-account maintained by
the Company on behalf of each Participant pursuant to
Section 2 hereof.
“Exchange
Act” means the Securities Exchange Act of 1934 and the rules
and regulations thereunder, as such law, rules and regulations may
be amended from time to time.
“Fair Market
Value per Share” means, as of any particular date,
(i) the closing sale price per share of Common Stock as
reported on the principal exchange on which Common Stock of the
Company is then trading, if any, or if there are no sales on such
day, on the next preceding trading day during which a sale
occurred, or (ii) if clause (i) does not apply, the fair
market value of a share of Common Stock as determined by the
Board.
“Participant”
means any member of the Board who is not an employee of the Company
or any of its subsidiaries or affiliates and, during the term of
the Director Fee Agreement by and between Bayside Capital, Inc.
(together with its affiliates “Bayside”) and the
Company, any member of the Board who is not an employee or
affiliate of Bayside.
“Plan”
means this Milacron Inc. Director Deferred Compensation
Plan.
“Restricted
Sub-Account” means the bookkeeping sub-account maintained by
the Company on behalf of each Participant pursuant to
Section 2 hereof.
2.
Accounts . The Company shall establish a Deferral
Sub-Account and Restricted Sub-Account for each Participant. The
Balance in each such sub-account shall reflect the shares of Common
Stock, if any, credited by the Company under Section 3 hereof,
and adjustments thereto, including dividend equivalents, in
accordance with Section 5 hereof. The Company may, in its sole
discretion, establish and name such additional sub-accounts as may
be appropriate or necessary to facilitate proper recordkeeping,
provided that the terms of such additional sub-accounts are
consistent with the Plan.
3.
Credits of Common Stock
(a) On
May 4, 2005, each Participant serving on the Board as of the
preceding day shall receive a credit to his Deferral Sub-Account of
a number of shares of Common Stock equal to (i) $10,000 divided by
(ii) the Fair Market Value per Share as of January 1,
2005. Each Participant joining the Board during 2005 but after May
3 shall receive, on the fifth business day after such Participant
becomes a member of the Board, a number of credits to his Deferral
Sub-Account calculated in accordance with the prior sentence, but
prorated for the amount of the calendar year 2005 during which the
Participant is expected to be a member of the Board. On
January 5, 2006, and on each January 5th thereafter (unless
such day is not a business day, in which event on the next
succeeding business day), each Participant serving on the Board as
of such date shall receive a credit to his Deferral Sub-Account of
a number of shares of Common Stock equal to (i) $10,000 divided by
(ii) the Fair Market Value per Share as of the immediately
preceding January 1. Each Participant joining the Board after
January 1 of 2006 or after the first day of any subsequent calendar
year shall receive, on the fifth business day after such
Participant becomes a member of the Board, a number of credits to
his Deferral Sub-Account calculated in accordance with the prior
sentence, but prorated for the amount of such calendar year during
which the Participant is expected to be a member of the
Board.
(b) The
Company may from time to time, in its discretion, credit shares of
Common Stock to the Restricted Sub-Account of one or more
Participants. The amount of such credits, if any, shall be
determined by the Board in its sole discretion.
4.
Vesting . Credits to a Participant’s Deferral
Sub-Account shall vest daily in equal increments during the period
beginning on January 1 of the calendar year in which such credits
are made pursuant to Section 3 and ending on December 31
of such year. Notwithstanding the previous sentence, for those
Participants joining the Board after January 1 of a given calendar
year, daily vesting shall begin the day the Participant joins the
Board, and for those Participants who cease to be members of the
Board prior to December 31 of a given calendar year, daily
vesting shall end on the date the Participant ceases to be a member
of the Board. Thus, if a Participant joins the Board after January
1 or ceases to be a member of the Board prior to December 31
of a given year, the amount payable from Participant’s
Deferral Sub-Account during such calendar year shall be prorated
for the number of days during the calendar year in which the
Participant served as a member of the Board. Credits, if any, to a
Participant’s Restricted Sub-Account shall be subject to such
vesting schedule as may be determined by the Board at the time such
credits are approved.
5.
Adjustments . The amount credited to the Accounts in
accordance with Section 3 hereof, plus dividend equivalents
thereon, shall be deemed to be invested at all times in shares of
Common Stock, in accordance with procedures established from time
to time by the Board. Notwithstanding the preceding sentence, the
Company is not and shall not be required to make any investment in
shares of Common Stock in connection with this Plan. The Board may
make or provide for such adjustments in the number of shares of
Common Stock credited to the Accounts as the Board, in
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