51EXHIBIT A CINCINNATI MILACRON INC. 1994 Long-Term Incentive Plan
Section 1. GENERAL PROVISIONS 1.1Purposes The purposes of the 1994
Long-Term Incentive Plan (the Plan) of Cincinnati Milacron Inc.
(the Company) are to promote the interests of the Company and its
shareowners by (i) helping to attract and retain individuals of
outstanding ability; (ii) strengthening the Companys capability to
develop, maintain and direct a competent management team; (iii)
motivating key employees, by means of performance-related
incentives; (iv) providing incentive compensation opportunities
which are competitive with those of other major corporations; and
(v) enabling such individuals to participate in the long-term
growth and financial success of the Company. 1.2Definitions
Affiliate-means any corporation or other entity which is not a
Subsidiary but as to which the Company possesses a direct or
indirect ownership interest and has power to exercise management
control. Award-means a Stock Option grant, a Restricted Stock grant
and/or a Performance Award under the Plan. Board of Directors-means
the board of directors of the Company. Code-means the Internal
Revenue Code of 1986, as it may be amended from time to time.
Committee-means those members of the Personnel and Compensation
Committee of the Board of Directors, none of whom are Participants
except under Section 5 herein, who are disinterested with regard to
the Plan as set forth in Rule 16b of the Exchange Act and who
qualify as an outside director pursuant to Code Section 162(m) and
any regulations issued thereunder. Common Stock-means the common
shares of the Company. Corporation-means the Company, its
divisions, Subsidiaries and Affiliates. Cost of Capital-means
dividends paid by the Company on its preferred and common stock
adjusted to a pre-tax basis plus consolidated pre-tax interest
expense. Director-means a member of the Board of Directors of the
Company. Disability Date-means the date on which a Participant is
deemed disabled under the employee benefit plans of the Corporation
applicable to the Participant. Employee-means any salaried employee
of the Corporation. EVA-means Economic Value Added, which is the
amount by which the before-tax earnings before interest costs 
exceeds or is less than the Cost of Capital as approved by the
Board of Directors and the Companys independent auditors. Exchange
Act-means the Securities Exchange Act of 1934, as amended. Fair
Market Value-means the average of the high and low prices of the
Common Stock on the date on which it is to be valued hereunder, as
reported for New York Stock Exchange-Composite Transactions, or if
there were no sales of Common Stock on that day, the next preceding
day on which there were sales. Incentive Stock Options-means Stock
Options which constitute incentive stock options under Section 422
(or any successor section) of the Code. Non-Employee Director-means
a Director who is not an Employee. Non-Qualified Stock
Options-means Stock Options which do not constitute Incentive Stock
Options. Participant-means an Employee who is selected by the
Committee to receive an Award under the Plan. Performance
Award-means an award of cash or Common Stock pursuant to Section 4.
Performance Cycle-means a fiscal year of the Company in which this
Plan is in effect. Restricted Period-means the period of up to
three (3) years selected by the Committee during which a grant of
Restricted Stock may be forfeited to the Company. Restricted
Stock-means shares of Common Stock contingently granted to a
Participant under Sections 3, 4 or 5 of the Plan. Retirement
Date-means the actual date of retirement from the Company (i) for
those Participants who have attained age 55 and have at least ten
Years of Credited Service (as that term is defined in the
Cincinnati Milacron Retirement Plan); or, (ii) as may be determined
under a temporary early retirement program. Return on Capital-means
the pre-tax earnings of the Corporation as approved by the
Committee plus consolidated pre-tax interest expense. Share
Value-means the average of the Fair Market Value of the Common
Stock for the two month period following the end of the Performance
Cycle. Stock Options-means an Incentive Stock Option and/or a
Non-Qualified Stock Option granted under Section 2 of the Plan.
Subsidiary-means any corporation in which the Company possesses
directly or indirectly fifty percent (50%) or more of the total
combined voting power of all classes of its stock.
1.3Administration The Plan shall be administered by the Committee,
which shall at all times consist of three or more members. The
Committee shall have sole and complete authority to adopt, alter
and repeal such administrative rules, guidelines and practices
governing the operation of the Plan as it shall from time to time
deem advisable, and to interpret the terms and provisions of the
Plan. The Committees decisions are binding upon all parties.
1.4Eligibility All Employees who have demonstrated significant
management potential or who have contributed in a substantial
measure to the successful performance of the Corporation, as
determined by the Committee, are eligible to be Participants in the
Plan. Also, in instances where another corporation or other
business entity is being acquired by the Company, and the Company
has assumed outstanding employee option grants and/or the
obligation to make future or potential grants under a prior
existing plan of the acquired entity, adjustments are permitted at
the discretion of the Committee subject to Section 1.5(a) below.
Awards to Employees are made at the discretion of the Committee.
Non-Employee Directors shall also participate pursuant to Section
5 herein. 1.5Shares Reserved (a)There shall be reserved for grant
pursuant to the Plan a total of 2,000,000 shares of Common Stock.
In the event that (i)a Stock Option expires or is terminated
unexercised as to any shares covered thereby, or (ii) Restricted
Stock grants, other than those to the Companys officers and
Non-Employee Directors, are forfeited or unearned for any reason
under the Plan, such shares shall thereafter be again available for
grant pursuant to the Plan. (b)In the event of any change in the
outstanding shares of Common Stock by reason of any stock dividend
or split, recapitalization, merger, consolidation, spin-off,
combination or exchange of shares or other corporate change, or any
distributions to common shareholders other than cash dividends, the
Committee shall make such substitution or adjustment, if any, as it
deems to be equitable, as to the number or kind of shares of Common
Stock or other securities granted or reserved for grant pursuant to
the Plan, the number of outstanding Stock Options and the option
price thereof, and the number of payable Performance Awards and
shares of Restricted Stock. 1.6Change of Control A Change of
Control shall be deemed to have occurred if and when (a) any person
(as such term is defined in Section 13(d) of the Exchange Act),
corporation or other entity, which theretofore beneficially owned
securities representing less than twenty percent of the voting
power of the Company in the election of directors, acquires, in a
transaction or series of transactions, outstanding securities of
the Company when, added to the voting power previously held,
entitles such person to exercise more than twenty percent of the
total voting power of the Company in the election of directors (the
formation of a syndicate or group of existing shareholders not
being deemed to constitute such an acquisition); (b) the Board of
Directors (or, if approval of the Board of Directors is not
required as a matter of law, the stockholders of the Company) shall
approve (1) any consolidation or merger of the Company in which the
Company is not the continuing or surviving corporation or pursuant
to which shares of Common Stock would be converted into cash,
securities or other property, other than a merger of the Company in
which the holders of Common Stock immediately prior to the merger
have the same proportionate ownership of common stock of the
surviving corporation immediately after the merger, or (2) any
sale, lease, exchange, or other transfer (in one transaction or a
series of related transactions) of all, or substantially all, of
the assets of the Company, or (3) the adoption of any plan or
proposal for the liquidation or dissolution of the Company; or (c)
any person (as such term is defined in Section 13(d) of the
Exchange Act), corporation or other entity other than the Company
shall make a tender or exchange offer to acquire any Common Stock
or securities convertible into Common Stock for cash, securities or
any other consideration if, after giving effect to the acquisition
of all Common Stock or securities sought pursuant to such offer,
such person, corporation or other entity would become the
beneficial owner (as such tem is defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of thirty percent or more of
the outstanding Common Stock (calculated as provided in paragraph
(d) of such Rule 13d-3 in the case of rights to acquire Common
Stock); provided, that at least 10% of such Common Stock or
securities sought pursuant to such offer is acquired. In the event
of a Change of Control of the Company (1) all time periods relating
to the exercise or realization of Awards shall be accelerated so
that such Awards may be exercised or realized in full beginning
immediately following the Change of Control and extending for the
remaining normal exercise period, (ii) all Common Stock deferred
pursuant to Section 4(c) herein shall be released to the
participant, and (iii) all Performance Awards eligible to be earned
for the outstanding Performance Cycle will be immediately payable
in full. 1.7Withholding The Corporation shall have the right to
deduct from all amounts paid in cash any taxes required by law to
be withheld therefrom. In the case of payments of Awards in the
form of Common Stock, the amount of any taxes required to be
withheld with respect to such Common Stock from the Participant
may, at the Committees discretion, be paid in cash, by tender by
the Employee of the number of shares of Common Stock whose Fair
Market Value equals the amount required to be withheld or, except
for Non-Employee Directors receiving Awards of Common Stock
pursuant to Section 5 herein, use of the Companys Key Employee
Withholding Tax Loan Program. 1.8Nontransferability No Award shall
be assignable or transferable except by will or the laws of descent
and distribution, and no right or interest of any Participant shall
be subject to any lien, obligation or liability of the Participant.
1.9No Right to Employment No person shall have any claim or right
to be granted an Award, and the grant of an Award shall not be
construed as giving a Participant the right to be retained in the
employ of the Corporation. Further, the Corporation expressly
reserves the right at any time to dismiss a Participant free from
any liability, or any claim under the Plan, except as provided
herein or in a Stock Option or Restricted Stock agreement.
1.10Construction of the Plan The validity, construction,
interpretation, administration and effect of the Plan and of its
rules and regulations, and rights relating to the Plan, shall be
determined solely in accordance with the laws of Ohio.
1.11Amendment (a)The Board of Directors may amend, suspend or
terminate the Plan or any portion thereof at any time, provided
that no amendment shall be made without stockholder approval which
shall (i) increase (except as provided in Section 1.5(b) hereof)
the total number of shares reserved for grant pursuant to the Plan,
(ii) change the class of Employees eligible to be Participants,
(iii) decrease the minimum option prices stated in Section 2.1
hereof (other than to change the manner of determining Fair Market
Value to conform to any then applicable provision of the Code or
regulations thereunder), or (iv) extend the maximum period during
which Non-Qualified Stock Options or Incentive Stock Options may be
exercised or reduce the restriction period for Restricted Stock
Awards (except as provided in Section 1.6 hereof). (b)With the
consent of the Participant adversely affected thereby, the
Committee may amend or modify any outstanding Award in any manner
not inconsistent with the terms of the Plan, including without
limitation, to change the date or dates as of which (i) a Stock
Option becomes exercisable, (ii) the restrictions on shares of
Restricted Stock are removed or (iii) a Performance Award is
payable. 1.12Authority of Committee Subject to the provisions of
the Plan, the Committee shall have the sole and complete authority
to determine the Employees to receive Awards, and: (a)Stock
Options. The number of shares to be covered by each Stock Option
and the conditions and limitations, if any, in addition to those
set forth in Section 2.2 hereof, applicable to the exercise of the
Stock Option shall be determined by the Committee. The Committee
shall have the authority to grant Incentive Stock Options, or to
grant Non-Qualified Stock Options, or to grant both types of Stock
Options. In the case of Incentive Stock Options, the maximum
aggregate Fair Market Value (at the date of grant) of the shares,
under this Plan or any other plan of the Company or a corporation
which (at the date of grant) is a parent of the Company or a
Subsidiary, which are exercisable by an Employee for the first time
during any calendar year shall not exceed $100,000 or, if
different, the maximum limitation in effect at the time of grant
under Section 422 of the Code, or any successor provision.
(b)Restricted Stock. The number of shares of Restricted Stock to be
granted to each Participant, the duration of the Restricted Period
during which and the conditions under which the Restricted Stock
may be forfeited to the Company, and the terms and conditions of
the Award in addition to those contained in Section 3.1 shall be
determined by the Committee. Such determinations shall be made by
the Committee at the time of the grant. 1.13Effective Dates The
Plan shall be effective on January 2, 1994, and shall expire on the
earlier of (i) a date determined by the Board of Directors, or (ii)
the full use of the shares reserved for grant pursuant to the Plan,
provided however, that the Plan shall be null and void unless
approved at the 1994 annual meeting of the shareholders of the
Company. 1.14Government and Other Regulations The obligation of the
Company with respect to Awards shall be subject to all applicable
laws, rules and regulations and such approvals by any governmental
agencies as may be required, including, without limitation, the
effectiveness of any registration statement required under the
Securities Act of 1933, and the rules and regulations of any
securities exchange on which the Common Stock may be listed. For so
long as the Common Stock is registered under the Exchange Act, the
Company shall use its reasonable efforts to comply with any legal
requirements (a) to maintain a registration statement in effect
under the Securities Act of 1933 with respect to all shares of
Common Stock that may be issued to Holders under the Plan, and (b)
to file in a timely manner all reports required to be filed by it
under the Exchange Act. 1.15Non-Exclusivity Neither the adoption of
the Plan by the Board of Directors nor the submission of the Plan
to the stockholders of the Company for approval shall be construed
as creating any limitations on the power of the Board of Directors
to adopt such other incentive arrangements as it may deem desirable
including, without limitation, the granting of stock options and
the awarding of stock and cash otherwise than under the Plan, and
such arrangements may be either generally applicable or applicable
only in specific cases. 1.16Forfeiture Provision If the Employee
has (i) used for profit or disclosed confidential information or
trade secrets of the Company to unauthorized persons, or (ii)
breached any contract with or violated any legal obligations to the
Company, or (iii) failed to make himself or herself available to
consult with, supply information to, or otherwise cooperate with
the Company at reasonable times and upon a reasonable basis, or
(iv) engaged in any other activity which would constitute grounds
for his or her discharge for cause by the Company or a Subsidiary,
the Employee will forfeit all undelivered portions of an Award.
Section 2:STOCK OPTIONS 2.1Option Price The Committee shall
establish the option price at the time each Stock Option is
granted, which price shall not be less than 100% of the Fair Market
Value of the Common Stock on the date of grant. The option price
shall be subject to adjustment in accordance with the provisions of
Section 1.5(b) hereof. 2.2Exercise of Options (a)eExcept as stated
in Section 2.2(c), each Stock Option by its terms shall require the
Participant to remain in the continuous employ, or service to the
Board of Directors if the individual is a Non-Employee Director and
awarded Stock Options under Section 5 herein, of the Corporation
for at least two years from the date of grant of the Stock Option
before any part of the Stock Option shall be exercisable.
Non-Qualified Stock Options and Incentive Stock Options may not be
exercisable later than ten years after their date of grant.
(b)Stock Options shall become exercisable in installments with
twenty-five percent (25%) becoming exercisable upon the second
anniversary of the date of grant of the Stock Option and additional
increments of twenty-five percent (25%) of the Stock Option shall
become exercisable on each anniversary thereafter until the entire
Stock Option is exercisable. (c)In the event a Participant ceases
to be an Employee or a Non-Employee Director as a result of his
death, all time periods related to the exercise of any outstanding
Stock Options shall be accelerated and the Stock Options shall
become exercisable immediately following the Participants death and
extending for the remaining normal exercise period. In the event a
Participant ceases to be an Employee or a Non-Employee Director
upon the occurrence of his Retirement Date, Disability Date, or
otherwise with the consent of the Committee, his Stock Options
shall be exercisable as described in 2.2(b) above as if the
individual had remained as an Employee or Non-Employee Director.
The Committee may at any time and with regard to all Participants
or any individual Participant accelerate time periods related to
the exercise of any outstanding Stock Options, and the Stock Option
shall become exercisable immediately thereafter and extending for
the remaining normal exercise period. In all other circumstances
when a Participant ceases to be an Employee or a Non-Employee
Director, his rights under all Stock Options shall terminate
immediately. (d)Each Stock Option shall be confirmed by a Stock
Option agreement executed by the Company and by the Participant
which agreement shall designate the Stock Options granted as
Incentive Stock Options or Non-Qualified Stock Options. The option
price of each share as to which an Option is exercised shall be
paid in full five (5) days from the date of such exercise, but in
no event shall the shares issued pursuant to said option exercise
be delivered to the Participant until said payment has been
received by the Company. Such payment shall be made in cash, by
tender of shares of Common Stock owned by the Participant valued at
Fair Market Value as of the date of exercise, subject to such
limitations on the tender of Common Stock as the Committee may
impose, pursuant to the provisions of the Companys Key Employee
Stock Option Loan Program, if applicable, (or any other loan
program or arrangement which may be established by the Company
under this Plan, or otherwise) or by a combination of the
foregoing. 2.3Maximum Number of Shares The maximum number of shares
that may be granted to any Participant under all Stock Option
Awards under this Plan during any one year shall not exceed 100,000
shares. Section 3:RESTRICTED STOCK GRANTS 3.1The terms and
conditions regarding Restricted Stock grants are as follows:
(a)Shares of Restricted Stock may not be sold, assigned,
transferred, pledged or otherwise encumbered, except as herein
provided, during the Restricted Period. Certificates issued in
respect of shares of Restricted Stock shall be registered in the
name of the Participant and deposited by him, together with a stock
power endorsed in blank, with the Company. At the expiration of the
Restricted Period, the Company shall deliver such certificates to
the Participant or his legal representative, except that the
Participant may defer receipt of his Restricted Stock under terms
established by the Committee by extending the Restricted Period.
(b)Except as provided in subsection (a) hereof, the Participant
shall have all the rights of a holder of Common Stock, including
but not limited to the rights to receive dividends and to vote
during the Restricted Period. (c)In the event a Participant ceases
to be an Employee or a Non-Employee Director during the Restricted
Period as a result of his death, the restrictions imposed hereunder
shall immediately lapse with respect to such shares of Restricted
Stock. In the event a Participant ceases to be an Employee or a
Non-Employee Director during the Restricted period and upon the
occurrence of his Retirement Date, Disability Date, or with the
consent of the Committee, the restrictions imposed hereunder shall
continue as if the individual had remained as an Employee or
Non-Employee Director. The Committee may at any time and with
regard to all Participants or any individual Participant lapse any
restrictions imposed hereunder with respect to shares of Restricted
Stock. In all other circumstances in which a Parrticipant ceases to
be an Employee or Non-Employee Director, all shares of Restricted
Stock shall thereupon be forfeited to the Company and the
certificate or certificates representing such Restricted Stock
shall be immediately canceled. (d)Each grant shall be confirmed by
a Restricted Stock agreement executed by the Company and by the
Participant. Section 4:PERFORMANCE AWARD (a)The Committee shall
determine which Participants are eligible to receive Performance
Awards. Performance Awards will be based on a positive EVA for the
Company. At the end of each Performance Cycle, EVA shall be
determined. In the event EVA for the Company is large enough to
enable all Participants to achieve 50% of the maximum EVA award
possible under the Cincinnati Milacron Short Term Incentive Plan,
then the Participant shall receive a performance award of 25% of
his base income. (b)At the Participants election the Performance
Award may be in cash or Common Stock. In the event the Participant
elects to receive the payment in Common Stock the Participant will
receive via deferral account with the Company an amount equal to
the Share Value of the number of shares equal to the Award. The
shares shall be deferred until the earlier of the Participants
Retirement Date or the Participants termination from the Company.
In the event the Participant elects to receive the payment in
Common Stock the Participant will also receive an additional and
equal number of shares of Restricted Stock.  Payment will be made
as soon as possible after the Company receives and the Committee
approves the report of the Companys independent auditors. (c)In the
event that a potential recipient of a Performance Award ceases to
be an Employee upon the occurrence of his death, Retirement Date or
Disability Date prior to the end of the Performance Cycle, then the
Performance Award under Section 4(a) above shall be payable to the
Participant or such Participants heirs or legal representatives at
the end of the applicable Performance Cycle. In all other
circumstances in which a Participant ceases to be an Employee,
Performance Awards shall terminate and no amounts shall be payable
at any time. (d)Recipients of Performance Awards may elect to defer
a portion or all of a Performance Award payment provided that the
Participants election to defer is made prior to the first day of
the Performance Cycle (April 1 for the Performance Cycle commencing
in 1994). Amounts so deferred shall have interest credited to the
Participants account at rates determined by the Committee from time
to time. Such election shall be irrevocable and shall specify the
date as of which deferred amounts are to be paid. Section 5:
NON-EMPLOYEE DIRECTORS (a)Each individual who first is elected a
Non-Employee Director after the effective date of the Plan, but
before the expiration of the Plan, shall be granted automatically
upon election an Award of 500 shares of Restricted Stock. Each
individual then serving as a Non-Employee Director shall receive a
Non-Qualified Stock Option of 1000 shares at or about the effective
date of the Plan and at the beginning of each of the Companys
fiscal years thereafter so long as the Plan is in effect. This
formula may not be amended more than once within any six-month
period other than to comport with changes in the Code.