EXHIBIT 10.55
Effective
September 12, 1989
Revised
February 6, 1998
April 23, 2003
February 10, 2004
MILACRON
RETIREMENT PLAN FOR NON-EMPLOYEE DIRECTORS
ARTICLE I
PURPOSE
1.1 The purpose of this Plan is to provide retirement benefits to Directors
of Milacron Inc. (the "Company") who meet the eligibility requirements
of the Plan.
ARTICLE II
DEFINITIONS
2.1 "Base Retainer" means the basic annual retainer for non-employee
Directors in effect as of an Eligible Director's last date of service
on the Milacron Inc. Board of Directors. As used herein, Base Retainer
shall not include any additional annual retainer available as a result
of a Director acting as chairman of any committee nor shall it include
any fees available as a result of attendance at Board of Directors' or
its committees' meetings, or other payments made for other services a
Director may render.
2.2 "Board of Directors" means the Board of Directors of Milacron Inc.
2.3 "Company" means Milacron Inc.
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2.4 "Compensation Committee" means the Compensation Committee of the Board
of Directors.
2.5 "Director" means a duly-elected member of the Board of Directors.
2.6 "Eligible Director" means a Director or former Director who has served
on the Board of Directors on or after the Effective Date of this Plan
as set forth in Item 3.1, who is not an employee of the Company and who
does not qualify to receive a retirement benefit under any pension plan
of the Company or its subsidiaries other than this Plan.
2.7 "Employee" means a person employed by the Company or its subsidiaries
in any capacity other than as a Director.
2.8 "Plan" means this Retirement Plan for Non-Employee Directors.
2.9 "Service" means service as an Eligible Director.
ARTICLE III
EFFECTIVE DATE
3.1 This Plan shall be effective as of September 12, 1989 (the "Effective
Date").
ARTICLE IV
PARTICIPATION
4.1 Each Eligible Director serving on the Board of Directors on or after
the Effective Date and prior to February 6, 1998, who does not elect to
cease participation under the Plan as set forth in Item 4.2, shall
participate in the Plan.
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4.2 During the period of February 6, 1998 to April 6, 1998, an Eligible
Director who is currently serving on the Board of Directors may make an
irrevocable one time election to cease participation under the Plan
effective January 1, 1998 and have the current value of the Eligible
Director's projected benefit under the Plan, as determined by the Board
of Directors, credited to a special account under the Milacron Plan for
the Deferral of Directors' Compensation, to be held and paid in
accordance with the terms of such plan, as amended effective February
6, 1998. No benefits shall be payable from the Plan after the date of
the election.
ARTICLE V
RETIREMENT BENEFITS/VESTING
5.1 An Eligible Director's annual retirement benefit under this Plan shall
be vested when he has six (6) years of Service and shall be equal to a
percentage of that Director's Base Retainer in accordance with the
table below:
<Table>
<Caption>
Years of Service Percentage of Base Retainer
---------------- ---------------------------
Less than 6 years 0%
6 years 60%
7 years 70%
8 years 80%
9 years 90%
10 years and above 100%
</Table>
In no event shall an Eligible Director's percentage of benefit under
this Plan exceed One Hundred Percent (100%) of the Eligible Director's
Base Retainer.
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ARTICLE VI
YEARS OF SERVICE
6.1 For purposes of this Plan, one year of Service shall mean 365 days of
Service as an Eligible Director beginning with an Eligible Director's
initial election or appointment to the Board of Directors.
6.2 In the event of a break in Service, a Director's Service as an Eligible
Director before and after the break in Service shall be combined to
determine years of service for vesting as set forth in Item 5.1.
6.3 A Director's Service as an Eligible Director prior to the Effective
Date of this Plan shall count toward the vesting rules of Item 5.1.
ARTICLE VII
PAYMENT OF RETIREMENT BENEFITS
7.1 An Eligible Director will be entitled to receive retirement benefits
upon (i) the vesting of the benefit as set forth in Item 5.1 and (ii)
the Eligible Director reaching age seventy (70). An Eligible Director
who has met the two requirements in the preceding sentence shall be
entitled to receive retirement benefits whether or not the Eligible
Director is a member of the Board of Directors on his seventieth (70th)
birthday.
7.2 All retirement benefits hereunder shall be payable in monthly
installments equal to one-twelfth (1/12th) of the annual amounts
determined under this Plan. An Eligible
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Director's vested retirement benefit hereunder, if any, shall be
payable for the life of the Eligible Director, commencing on the month
next following the Eligible Director's seventieth (70th) birthday.
ARTICLE VIII
DEATH BENEFIT
8.1 Notwithstanding anything herein to the contrary, in the event an
Eligible Director whose benefit under this Plan is vested dies prior to
age seventy (70), his estate shall receive thirty-six (36) monthly
payments in an amount equal to one-twelfth (1/12th) of his annual
vested benefit on the date of his death. In the event an Eligible
Director whose benefit under this Plan is vested dies after attaining
age seventy (70) but prior to receiving thirty-six (36) monthly
retirement payments, the Eligible Director's estate shall receive
monthly payments in an amount equal to the last monthly payment
received hereunder by the Eligible Director before his death and for a
number of months which, when added with the number of payments the
Eligible Director received during life, equal thirty-six (36). The
Company may, at its option, make the payments above to the Director's
estate in a lump sum payment calculated on a present value basis.
ARTICLE IX
FUNDING
9.1 This Plan shall be unfunded.
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ARTICLE X
PLAN ADMINISTRATION
10.1 The general administration of this Plan and the responsibility for
carrying out 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.
ARTICLE XI
AMENDMENT AND TERMINATION
11.1 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 Eligible Director, provided, however, that no amendment
or termination of this Plan shall impair the right of any Eligible
Director to receive benefits which have become vested pursuant to Item
5.1 prior to such amendment or termination, except as provided in Item
4.2.
ARTICLE XII
MISCELLANEOUS PROVISIONS
12.1 Nothing contained in this Plan guarantees the continued retention of a
Director on the Board of Directors, nor does this Plan limit the right
to terminate a Director's Service on the Board of Directors.
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12.2 No retirement benefit payable hereunder may be assigned, pledged,
mortgaged or hypothecated and, to the extent permitted by law, no such
retirement benefit shall be subject to legal process or attachment for
the payment of any claims against any person entitled to receive the
same.
12.3 If an Eligible Director entitled to receive any retirement benefit
payments hereunder 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 retirement 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 Eligible Director. Such payments shall, to
the extent made, be deemed a complete discharge for such payments under
this Plan.
12.4 Payments made by the Company under this Plan to any Eligible Director
shall be subject to withholding as shall, at the time for such payment,
be required under any income tax or other laws, whether of the United
States or any other jurisdiction.
12.5 All expenses and costs in connection with the operation of this Plan
shall be borne by the Company.
12.6 The provisions of this Plan will be construed according to the laws of
the State of Ohio.
12.7 The masculine pronoun wherever used herein shall include the feminine
gender and the feminine the masculine and the singular number as used
herein shall include the plural and the plural the singular unless the
context clearly indicates a different meaning.
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12.8 The titles to articles and headings of sections of this Plan are for
convenience of reference only and in case of any conflict, the text of
the Plan, rather than such titles and headings, shall control.
ARTICLE XIII
CHANGE OF CONTROL
13.1 The provisions of Section 13.3 shall become effective immediately upon
the occurrence of a Change of Control (as defined in Section 13.2).
13.2 "Change of Control" - shall mean any one of the following:
(a) A Person or Group other than a trustee or other
fiduciary of securities held under an employee
benefit plan of the Company or any of its
subsidiaries, is or becomes a Beneficial Owner,
directly or indirectly, of stock of the Company
representing 20% or more of the total voting power of
the Company's then outstanding stock and securities;
provided, however, that for purposes of this
subparagraph (a), the following acquisitions shall
not constitute a Change of Control: (i) any
acquisition directly from the Company, (ii) any
acquisition by the Company, (iii) any acquisition by
any employee benefit plan (or related trust)
sponsored or maintained by the Company or any
corporation controlled by the Company or (iv) any
acquisition by any corporation pursuant to a
transaction which complies with clause (i) of
subparagraph (c) of this paragraph;
(b) individuals who, as of the date hereof, constitute
the Board of Directors
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(the "Incumbent Board"), cease for any reason to
constitute a majority thereof; provided, however,
that any individual becoming a director whose
election, or nomination for election by the Company's
stockholders, was approved by a vote of at least 60%
of the directors then comprising the Incumbent Board
shall be considered as though such individual was a
member of the Incumbent Board, but excluding, for
this purpose, any such individual whose initial
assumption of office occurs as a result of an actual
or threatened election contest with respect to the
election or removal of directors or other actual or
threatened solicitation of proxies or consents by or
on behalf of a Person or Group other than the Board
of Directors;
(c) there is consummated a merger, consolidation or other
corporate transaction, other than (i) a merger,
consolidation or transaction that would result in the
voting securities of the Company outstanding
immediately prior to such merger, consolidation or
transaction continuing to represent (either by
remaining outstanding or by being converted into
voting securities of the surviving entity or any
parent thereof) at least 66-2/3% of the combined
voting power of the stock and securities of the
Company or such surviving entity or any parent
thereof outstanding immediately after such merger,
consolidation or transaction, or (ii) a merger,
consolidation or transaction effected to implement a
recapitalization of the Company (or similar
transaction) in which no
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Person or Group is or becomes the Beneficial Owner,
directly or indirectly, of stock and securities of
the Company representing more than 20% of the
combined voting power of the Company's then
outstanding stock and securities;
(d) the sale or disposition by the Company of all or
substantially all of the Company's assets other than
a sale or disposition by the Company of all or
substantially all of the assets to an entity at least
66-2/3% of the combined voting power of the stock and
securities which is owned by Persons in substantially
the same proportions as their ownership of the
Company's voting stock immediately prior to such
sale; or
(e) the stockholders of the Company approve a plan of
complete liquidation or dissolution of the Company.
For purposes of this paragraph 1.04-1, "Person" shall mean any
person (as defined in Section 3(a)(9) of the Securities
Exchange Act (the "Exchange Act"), as such term is modified in
Section 13(d) and 14(d) of the Exchange Act) other than (i)
any employee plan established by the Company, (ii) any
affiliate (as defined in Rule 12b-2 promulgated under the
Exchange Act) of the Company, (iii) an underwriter temporarily
holding securities pursuant to an offering of such securities,
or (iv) a corporation owned, directly or indirectly, by
stockholders of the Company in substantially the same
proportions as their ownership of the Company; "Group" shall
mean any group as defined in Section 14(d)(2) of the Exchange
Act; and "Beneficial Owner" shall mean beneficial owner as
defined
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in Rule 13d-3 under the Exchange Act.
13.3 (a) Section 7.2 is deleted and the following is inserted in lieu
thereof: "All vested retirement benefits hereunder shall be
immediately payable upon a Change of Control in one lump sum
payment. The lump sum shall be the present value actuarially
determined with reference to the life expectancy of the
Eligible Director whose benefits have vested pursuant to this
Plan and prevailing interest rates".
(b) Section 12.4 is deleted.
(c) New Section 12.9 is inserted as follows:
"Notwithstanding any other provisions of the Plan to the
contrary:
(i) the vested benefit hereunder of any Eligible Director
as of the date of a Change of Control may not be
reduced;
(ii) any Service accrued by an Eligible Director as of the
date of a Change of Control cannot be reduced".
13.4 Notwithstanding any other provision of this Plan to the contrary, a
"Change of Control" shall not occur solely as a result of a financial
restructuring or recapitalization of the Company that may occur during
2004.
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