EX-10.15
CINCINNATI MILACRON
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
I. PURPOSE
The purpose of the Cincinnati Milacron Supplemental Executive
Retirement Plan (the "Plan") is to provide supplemental retirement
benefits to certain key employees of Cincinnati Milacron Inc. and
its subsidiaries (the "Company") who meet the eligibility
requirements of the Plan.
II. DEFINITIONS
"Benefit Commencement Date"- shall be the date as determined by
Article IX herein.
"Compensation"- shall have the same meaning as that term is defined
in the Cincinnati Milacron Retirement Plan, without regard to any
dollar limitations.
"Compensation Committee"- shall mean the Compensation Committee of
the Cincinnati Milacron Inc. Board of Directors.
"Eligible Position"- shall mean Chairman, President or Vice
President of Cincinnati Milacron Inc. or any specific position held
by an individual subsequent to that individual's designation as a
key employee by the Compensation Committee for purposes of this
Plan.
"Highest Average Compensation"- shall mean the highest average of
the Participant's Compensation for three consecutive years.
"Normal Retirement Date"- shall have the same meaning as that term
is defined in the Cincinnati Milacron Retirement Plan.
"Participant"- shall mean an individual eligible to participate in
this Plan as set forth in Article V.
"Years of Credited Service"- shall have the same meaning as that
term is defined in the Cincinnati Milacron Retirement Plan.
III. EFFECTIVE DATE/PLAN YEAR
This Plan will be effective beginning January 1, 1994. The Plan
year shall coincide with the calendar year.
IV. ELECTION
Individuals may not participate in both this Plan and the
Cincinnati Milacron Supplemental Pension Plan. Individuals
eligible to participate in this Plan and the Cincinnati Milacron
Supplemental Pension Plan must inform the Compensation Committee at
the time of termination of the employment relationship between the
Company and the individual as to which Plan the individual shall
participate.
V. ELIGIBILITY
An individual shall be eligible to participate in the Plan and thus
become a "Participant" if:
A. The individual holds or has held an Eligible Position; and,
(i) The individual remains in the employ of the Company at
least until his Normal Retirement Date; or,
(ii) The individual is an employee of the Company on or after
his 55th birthday and has at least ten (10) Years of Credited
Service with the Company; or,
(iii) The individual terminates employment with the Company due
to disability as set forth in Article VIII below. Or,
B. The individual dies while holding an Eligible Position as set
forth in Article X below.
VI. BENEFIT
Participants who have ten (10) Years of Credited Service or more as
an officer of Cincinnati Milacron Inc. shall receive as the annual
benefit as of the Benefit Commencement Date the greater of: (i) one
percent (1%) of the Participant's Highest Average Compensation for
each Year of Credited Service the Participant served as an officer
of Cincinnati Milacron Inc., however, in no event shall this annual
benefit exceed ten percent (10%) of the Participant's Highest
Average Compensation; or, (ii) an amount necessary to increase the
Participant's combined annual benefits under this Plan, the
Cincinnati Milacron Retirement Plan and the Cincinnati Milacron
Inc. Supplemental Retirement Plan to fifty-two and one half percent
(52.5%) of the Participant's Highest Average Compensation.
All other Participants shall receive as the annual benefit as of
the Benefit Commencement Date one percent (1%) of the Participant's
Highest Average Compensation for each Year of Credited Service the
Participant served in an Eligible Position, however, in no event
shall this annual benefit exceed ten percent (10%) of the
Participant's Highest Average Compensation.
VII. MAXIMUM BENEFIT
In no event shall a Participant receive total combined annual
benefits from this Plan, the Cincinnati Milacron Retirement Plan
and the Cincinnati Milacron Inc. Supplemental Retirement Plan in
excess of 60% of the Participant's Highest Average Compensation,
and benefits from this Plan shall be reduced accordingly, if
necessary.
VIII. DISABILITY
An individual who terminates employment with the Company due to
disability prior to his 55th birthday will be a Participant if:
(i) the individual at the time of disability held an Eligible
Position; and
(ii) the individual has ten (10) years Credited Service with the
Company; and,
(ii) the disability is certified by a physician or physicians
designated by the Compensation Committee.
IX. BENEFIT COMMENCEMENT DATE
Except as otherwise stated in this Article IX and Article X,
benefits shall commence on a Participant's Normal Retirement Date.
For those Participants retiring prior to their Normal Retirement
Date, benefits shall commence upon the date of retirement and shall
not be actuarially reduced.
Benefits to a Participant who terminates employment with the
Company due to disability prior to age 55 shall commence upon the
date the Participant begins receiving benefits from the Cincinnati
Milacron Retirement Plan.
X. DEATH
An individual who dies while employed by the Company and who is not
otherwise a Participant in this Plan shall be a Participant if:
(i) the individual holds an Eligible position at the time of
death; and,
(ii) the individual was at the time of his death vested in the
Cincinnati Milacron Retirement Plan.
If a Participant dies prior to commencement of benefits under this
Plan, and the Participant is survived by a spouse to whom he was
married on the date he became vested under this Plan, the
Participant's surviving spouse shall receive monthly benefits under
this Plan in the form of a life annuity in the amount of fifty
percent (50%) of the Participant's benefits under this Plan.
XI. PAYMENT OPTIONS
Benefits shall be paid to Participants on a monthly basis.
Participants who are single shall receive benefits under this Plan
in the form of a life annuity. Participants who are married shall
receive benefits in the form of a fifty (50%) percent joint and
survivor annuity which shall not be actuarially reduced; however,
the benefit to the Participant's spouse shall be available only if
the Participant is survived by a spouse to whom he was married on
the date he became vested under this Plan.
XII. VESTING
Unless forfeited pursuant to Article XIII, a Participant's benefit
shall become vested -
(i) on his Normal Retirement Date; or
(ii) on the date he reaches age 55 and has at least ten (10)
Years of Credited Service with the Company; or
(iii) on the date of termination of employment due to disability
or death.
If a Participant no longer holds an Eligible Position, but remains
an employee of the Company, the Participant's service in the
Eligible Position and his resulting benefit under this Plan shall
not be forfeited.
XIII. FRAUD
In the event that a Participant shall at any time be dismissed for,
or convicted of a crime involving, dishonesty or fraud on his part
in his relationship with the Company, all benefits which would
otherwise be payable to him under the Plan shall be forfeited.
XIV. COMPETITION
By accepting payment of any benefit under the Plan the Participant
agrees not to be employed, or consult, in any business which is, or
is about to be, engaged in a business of the same or substantially
the same nature as the businesses of the Company without prior
written consent of the Company, and breach of this agreement by the
Participant shall be cause for termination of payment of benefits
under the Plan.
XV. FUNDING
The Plan shall be unfunded and benefits shall be paid only from the
general assets of the Company.
XVI. ADMINISTRATION
The general administration of this Plan and the responsibility for
carrying out and interpreting 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.
XVII. AMENDMENT AND TERMINATION
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 Participant, provided however, that
no amendment or termination of this Plan shall impair the right of
any Participant to receive benefits which have become vested prior
to such amendment or termination.
XVIII. MISCELLANEOUS
(a) Nothing contained in this Plan guarantees the continued
employment of a Participant with the Company.
(b) No benefit hereunder may be assigned, pledged, mortgaged or
hypothecated and, to the extent permitted by law, no such benefit
shall be subject to legal process or attachment for the payment of
any claims against any person entitled to receive the same.
(c) If a Participant entitled to receive a benefit under this Plan
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 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 Participant. Such payment shall, to the
extent made, be deemed a complete discharge for such payments under
this Plan.
(d) Payments made under this Plan shall be subject to withholding
as shall at the time be required under any income tax or other
laws, whether of the United States or any other jurisdiction.
(e) All expenses and costs in connection with the operation of
this Plan shall be borne by the Company.
(f) The provisions of this Plan shall be construed according to
the laws of the State of Ohio.
(g) The masculine pronoun wherever used herein shall include the
feminine gender and the feminine shall include the masculine and
the singular number as used herein shall include the plural and the
plural shall include the singular unless the context clearly
indicates otherwise.
(h) The titles and headings used herein are for convenience of
reference only and in case of any conflict, the text of this Plan,
rather than such titles or headings, shall be controlling.