Exhibit 10.6
Rules of the Benefit Plan
for Senior managers and executives of
**CINCINNATI MILACRON**
**KUNSTSTOFFMASCHINEN EUROPA GMBH**
(The German version of the “Rules of benefit Plan” is the legally binding version.)
 

 

TABLE OF CONTENTS           **I** **INTRODUCTION**  4            **II** **GENERAL CONDITIONS**  5              1.  Participating Companies  5   2.  Eligible Personnel  5   3.  Membership of the Benefit Plan andCommencement of Benefit Cover  5            **III** **BENEFIT CALCULATION BASES**  6              4.  General  6   5.  Pensionable Pay  6   6.  Creditable Contribution Ceiling  7   7.  Creditable Service  7   8.  Employee Contribution  8   9.  Normal Retirement Date  8            **IV** **NORMAL RETIREMENT PENSION**  8              10.  Condition  8   11.  Amount  8   12.  Payment  10            **V** **EARLY RETIREMENT PENSION**  10              13.  Condition  10   14.  Amount  10   15.  Payment  11            **VI** **DISABILITY PENSION**  11              16.  Condition  11   17.  Amount  12   18.  Payment  12 
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           **VII** **SPOUSE’S PENSION**  13              19.  Condition  13   20.  Amount  13   21.  Payment  14            **VIII** **ORPHAN’S PENSION**  14              22.  Condition  14   23.  Amount  14   24.  Payment  15            **IX** **PREMATURE TERMINATION OF EMPLOYMENT**  15            **X** **FINANCING**  16            **XI** **COSTS**  16            **XII** **GENERAL PROVISIONS**  17            **XIII** **IMPLEMENTATION**  18 

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**I. INTRODUCTION**
Dear Employees
In order to ensure that you can maintain a reasonable standard of living after your working life,we have implemented a Benefit Plan.
In addition to the provisions of the State Scheme, this plan provides benefits in the event ofretirement, disability, both occupational and total, and death. The employee’s loyalty to theCompany will be thus rewarded and the link between the Company and its employees will bestrengthened.
The Company bears all costs associated with this Benefit Plan.
We are convinced that, with the benefits of this Plan, we are able to make an essentialcontribution to your benefit cover.
Malterdingen,
CINCINNATI MILACRON KUNSTSTOFFMASCHINEN EUROPA GMBH
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**II****GENERAL CONDITIONS** **1.**  **Participating Companies** 1.1  The benefit plan provides retirement benefits for senior managers and executives of thefollowing Company:    CINCINNATI MILACRON KUNSTSTOFFMASCHINEN EUROPA GMBH 1.2  Under the term “Employee” are included both male and female senior managers and executives,who have received a pension promise with an entitlement to benefits from this Benefit Plan. 1.3  For employees who have not yet received a pension promise, this plan is not binding andcannot, therefore, be the basis for benefit entitlements. 1.4  The pension promise must be given to the employee in writing. **2.**  **Eligible Personnel** 2.1  A condition for membership of the Benefit Plan is that the employee -is a permanent employee of the Company and -has been given a pension promise, in accordance with Article 1 above.    Employees with an employment contract specifying retirement at or after age 65 areconsidered permanent employees of the Company for purposes of this Benefit Plan. 2.2  The Company reserves the right to effect individual pension contracts, the conditions ofwhich differ from those of this Benefit Plan. Such arrangements have to be made in writing. **3.**  **Membership of the Benefit Plan and Commencement of Benefit Cover** 3.1  Membership of the Benefit Plan commences on the first of the month following or coincidingwith the fulfilment of the conditions in accordance with Article 2. 3.2  Membership of the Benefit Plan is part of the employment contract for all plan members.
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3.3  The cover for pension benefits begins on the first of the month following fulfilment of theconditions for membership of the plan. **III.**  **BENEFIT CALCULATION BASES** **4.**  **General** 4.1  Employee benefits are calculated in accordance with the following conditions. 4.2  All pension benefits are based on Pensionable Pay (in accordance with Article 5), CreditableContribution Ceiling (in accordance with Article 6) and Creditable Service (in accordance withArticle 7). **5.**  **Pensionable Pay** 5.1  Pensionable Pay is equal to the average basic monthly income of the employee in the 12 monthsimmediately preceding the event giving right to benefits, or the date of leaving the Company. a) For salary earners, pensionable pay is equal to 12 times the monthly basic salary. b) For salary earners, where total salary is not a fixed amount, pensionable pay is equalto the average basic monthly earnings in the 60 months immediately preceding the eventgiving right to benefits or the date of leaving the company. Variable pay is defined asthat pay which is payable under the bonus plan relating to respective members. The maximumvariable pay that will be recognized for pension purposes will be restricted to the 100%achievement level.    A member who moves from a job with a fixed income to one of variable pay will be subject toeither provision a) or b) above as they apply from time to time. c) For employees currently or previously employed on a part-time basis, calculation ofpensionable pay is based on notional full time employment. 5.2  All additional and/or fluctuating earnings, gratuities and overtime payment, profit sharing,anniversary bonuses and child allowances, “Tantieme” or special allowances are not included asPensionable Pay.
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5.3  Periods of absence from work for which the employee does not receive any income from theCompany are not taken into account in calculation of Pensionable Pay. This rule applies evenif an employee is prevented, by accident or illness, or by periods of special absence e.g.leave for the bringing up of children, from fulfilling the duties of his employment, providedthat (a) the employment continues, (b) no benefits from this Benefit Plan become payable and(c) the member resumes work with the Company immediately after his recovery. Pensionable payduring the last 12 months, during which a full salary is paid, is the determining factor. 5.4  Income after the normal retirement date is not taken into consideration as pensionable pay(in accordance with Article 9). **6.**  **Creditable Contribution Ceiling** 6.1  For purposes of this Benefit Plan, Creditable Contribution Ceiling is defined as the SocialSecurity Contribution Ceiling applicable at the incidence of the event giving right tobenefits. In the event of premature termination of employment, the Ceiling used is the oneapplicable in the calendar year in question. **7.**  **Creditable Service** 7.1  Creditable Service is defined as the period of service spent by the employee in the companyuntil the event giving right to benefits (in accordance with Articles 10, 13, 16, 19, 22, and25). Periods of continuous service of at least 6 months’ duration, during which there is nosalaried employment relationship between the employee and the Company with the exception ofwartime and military or alternative civilian service and periods of service when theemployment contract is suspended, do not count towards Creditable Service. 7.2  Military service, alternative civilian service, maternity leave and child care leave counttowards Creditable Service as long as this is in accordance with current legislation.    Creditable Service will be fully recognised in circumstances where employment istemporarily interrupted due to illness, temporary lack of work or disability provided thatthe employee resumes work immediately after one of the above reasons for absence is nolonger valid.
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   Creditable service ends on termination of employment, on death of the employee or onreaching retirement age. It cannot extend beyond normal retirement age, according toArticle 9. 7.3  Periods of service after the Normal Retirement Date (in accordance with Article 9) are notregarded as Creditable Service. 7.4  All completed years and months of service will be included in the determination ofpensionable service. 7.5  For employees who had a part-time employment contract with the company either previously orcurrently notional creditable service will be used and is determined as follows:    Creditable service, calculated in accordance with Article 7.1 to 7.4, is multiplied by theratio of the employee’s working time to that of an employee with a full-time employmentcontract. **8.**  **Employee contribution**    The member is not required to make contributions to the Benefit Plan. **9.**  **Normal Retirement Date**    Normal Retirement Date is the first day of the month following or coinciding with the 65thbirthday. **IV.**  **NORMAL RETIREMENT PENSION** **10.**  **Condition**    A condition for the payment of the Normal Retirement Pension is that the employee leavesthe service of the Company at the Normal Retirement Date (in accordance with Article 9),having completed at least 10 years’ creditable service. **11.**  **Amount** 11.1  The amount of the monthly Normal Retirement Pension is calculated using the following:
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a) accrued amount (base amount), b) the ratio of pensionable pay to the Creditable Contribution Ceiling in the State Scheme,i.e. the Ceiling applicable at the incidence of the event giving right to pension payments(personal % rate ), c) pensionable service. 11.2  The monthly accrued amount (base amount) equals    DM 22.80, for each year of creditable service, on condition that pensionable pay is equivalent to the Creditable Contribution Ceiling inthe State Scheme, i.e. the Ceiling applicable at the incidence of the event giving right topension payments.    If the amounts are not the same, i.e. the Creditable Contribution Ceiling and pensionablepay, the accrued amount will be increased or reduced in accordance with the ratio:pensionable pay and Creditable Contribution Ceiling (individual accrued amount).    Pensionable pay will be used in determination of the individual % rate, as follows:        Parts of IncomeBenefit Multiplicator - below the Creditable    - Contribution Ceiling1 - above the Creditable    - Contribution Ceiling4
11.3  If the standard procedure for determination of the Creditable Contribution Ceiling (accordingto §159 Social Security Act, Book VI) is cancelled or altered, an agreement must be reachedbetween the parties concerned. In this way, the procedure for determination of the individual% rate is adjusted in such a way that the original aim of the regulation is achieved. 11.4  The amount of the monthly Normal Retirement Pension for anemployee who temporarily received a Disability Pension from this Benefit Planin accordance with Article 16 and who resumed his professional dutieswith the Company immediately after terminationof the Disability Pension previously being paid
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   in accordance with Article 17, may not be less than the last monthly payment of theDisability Pension. **12.**  **Payment** 12.1  The Normal Retirement Pension is paid on the last day of every month. 12.2  The first pension payment is made in the first month in which the employee does not receivehis normal basic earnings from his preceding employment; the last pension payment is made inthe month in which the employee dies. 12.3  The beneficiary for the Normal Retirement Pension is the former employee of the Company. **V****EARLY RETIREMENT PENSION** **13.**  **Condition**    A condition for the payment of the Early Retirement Pension is that the employee terminatesservice with the Company after at least 10 years and is in receipt of a full pension fromthe State Scheme. Employees who have opted out of the State Scheme will be treated in thesame way as those who remained in the State Scheme. **14.**  **Amount** 14.1  The amount of Early Retirement Pension is calculated according to the same formula as theNormal Retirement Pension (in accordance with Article 11).    Creditable Service (in accordance with Article 7) is calculated up to the Early RetirementDate. 14.2  The amount of the Early Retirement Pension is calculated from Average Pensionable Pay (inaccordance with Article 5), the Creditable Contribution Ceiling (in accordance with Article 6)and the Creditable Service attained up to the Early Retirement Date (in accordance withArticle 7). 14.3  Due to the longer expected period of payment if the employee opts for early retirement, theresultant Early Retirement Pension is reduced by 0.5% for each month between the EarlyRetirement Date and the 65th birthday.
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**15.**  **Payment** 15.1  The Early Retirement Pension is paid on the last day of every month. 15.2  The first pension payment is made in the first month in which the employee does not receivehis normal basic earnings from his preceding employment, the last pension payment is made inthe month in which the employee dies. 15.3  The beneficiary for the Early Retirement Pension is the former employee of the Company. 15.4  If payment of the State Pension is discontinued or reduced to a partial pension beforeattainment of the Normal Retirement Age, payment of the Early Retirement Pension will alsocease. **VI****DISABILITY PENSION** **16.**  **Condition** 16.1  Disability Pension is payable if an employee leaves the service of the Company due todisability, whether occupational or total (in accordance with the regulations contained in theSocial Security Act Book VI - Sozialgesetzbuch VI) 16.2  Disability, for the purpose of this Benefit Plan, exists if the employee is in receipt of afull or occupational disability pension from the State Scheme or from a contracting-outinsurance. 16.3  Disability pension, for occupational or total disability, is not payable from this BenefitPlan, if the cause of disability was initiated by the employee or if the disability(occupational or total) was already present, when the employee commenced service with theCompany. 16.4  An employee whose working ability, on commencement of service, was already reduced throughdisability but who was not eligible for a disability pension from the State Scheme, qualifiesfor a Company disability pension, on condition that the level of working ability, compared tothat on commencement of service, is further reduced by at least 50%.
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**17.**  **Amount** 17.1  The amount of Disability Pension is calculated according to the same formula as for theNormal Retirement Pension (in accordance with Article 11 ). 17.2  Calculation of the Disability Pension is based on Pensionable pay and the CreditableContribution Ceiling at the date of disablement and Creditable Service up to the date ofdisablement. Service (as yet uncompleted) up to the 65th birthday will also be credited. 17.3  Income earned by a beneficiary either from an employment relationship of from regularbusiness or professional activity before normal retirement age or eligibility for an EarlyRetirement Pension, will be deducted from the Company Pension on condition that this income,together with the State Pension and benefits from this Plan, exceed 70% of Pensionable Pay (inaccordance with Article 5). 17.4  If the full/occupational disability is brought about by a third party, any compensation towhich the beneficiary is entitled will be deducted from the Company Pension, on condition thatthe amount of the compensation, together with the State Pension and benefits from this Planexceed 70% of Pensionable Pay in accordance with Article 5. The employee may decide torelinquish his compensation claims to the Company. **18.**  **Payment** 18.1  The Disability Pension is paid in monthly instalments on the last day of every month. 18.2  The first pension payment is made in the first month in which the employee does not receivehis normal basic earnings from his preceding employment; the last pension payment is made inthe month (a) when the conditions according to Article 16 are no longer fulfilled, (b) whenthe employee dies or (c) when he reaches the Normal Retirement Date (in accordance withArticle 9). 18.3  At the Normal Retirement Date (in accordance with Article 9) the Disability Pension isconverted to a Retirement Pension of the same amount; from this point in time the conditionsfor the Normal Retirement Pension apply. The Normal Retirement Pension is payable in the firstmonth following the discontinuance of the Disability Pension.
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18.4  The beneficiary for the Disability Pension is the former employee of the Company. 18.5  The employee is obliged to inform the Company of any change in the degree of disability. 18.6  The Company is entitled to request, at regular intervals, proof from the former employee thatthe disability remains unchanged. 18.7  The Company is entitled, at any time, to obtain a medical report to confirm the level ofdisability. The beneficiary for the Disability Pension is obliged to undergo the medicalexamination within the time limit set by the Company. The Company pays all the medical costsinvolved. **VII****SPOUSE’S PENSION** **19.**  **Condition** 19.1  A Spouse’s Pension will be paid on condition that an employee’s marriage took place beforethe event giving right to benefits and before the 60th birthday and that the employee wasmarried at the time of death. 19.2  A Spouse’s Pension is not payable if the marriage was concluded after the commencement ofpension payments from this Benefit Plan or if the marriage was already dissolved at thecommencement of pension payments. **20.**  **Amount** 20.1  The amount of Spouse’s Pension is equal to 60% of the Retirement or Disability Pension whichwas being paid from this Benefit Plan immediately prior to the employee’s death. 20.2  If neither a Retirement nor a Disability Pension was being paid immediately prior to theemployee’s death, then the Spouse’s Pension amounts to 60% of the Disability Pension (inaccordance with Article 17) which would have been paid if the employee had been disabled (inaccordance with Article 16) at the time of his/her death. 20.3  The provisions of Article 17.4 apply accordingly.
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20.4  In the event of an age difference, i.e. if the spouse is more than 10 years younger than thedeceased beneficiary, the widow’s or widower’s pension is reduced by 2% for each year or partof a year, exceeding 10. **21.**  **Payment** 21.1  The Spouse’s Pension is paid on the last day of every month. 21.2  The first payment is made either in the first month in which the surviving spouse does notreceive the normal basic earnings from the preceding employment of her/his deceased husbandor, if a pension was already being paid from the Benefit Plan to the deceased employees in thefirst month in which Retirement or Disability Pension from this Benefit Plan is no longergranted. 21.3  The last pension payment is made in the month in which the surviving spouse dies orremarries. In the event of remarriage, the widow/widower receives a lump sum, equal to 36monthly pension payments. 21.4  The beneficiary for the Spouse’s Pension is the wife or husband of the deceased employee. **VIII****ORPHAN’S PENSION** **22.**  **Condition** 22.1  A condition for the payment of an Orphan’s Pension is that the employee leaves dependentchildren at the time of his/her death. 22.2  Dependent children are the employee’s own children and those with an equal legal status.Illegitimate children are also eligible to receive an Orphan’s Pension if the employee hascustody of the child. **23.**  **Amount** 23.1  The amount of the Orphan’s Pension for each child is 10% of the Retirement or DisabilityPension that was being paid from this Benefit Plan immediately prior to the employee’s death. 23.2  If neither Retirement nor Disability Pension was being paid immediately prior to theemployee’s death, the Orphan’s Pension for each child amounts to 10%
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of the Disability Pension (in accordance with Article 17) which would have been paid to theemployee if he had been disabled (in accordance with Article 16) at the time of his death. 23.3  A Double Orphan’s pension, as calculated in accordance with the above two paragraphs, is paidto orphans who have lost both parents. 23.4  The sum of the spouse’s and orphans’ pensions is limited to 100% of the pension on whichtheir calculation is based; otherwise the orphans’ pensions are reduced proportionately. **24.**  **Payment** 24.1  The Orphan’s Pension is paid on the last day of every month. 24.2  The first pension payment is made in the first month in which a Spouse’s Pension (inaccordance with Article 21) is also payable or, if no Spouse’s Pension is due, in the firstmonth in which the Spouse’s Pension would have been paid if a spouse had been entitled to aSpouse’s Pension (in accordance with Article 19). 24.3  The payment of an Orphan’s Pension ceases automatically when the child attains the age of 18. 24.4  Orphans’ Pensions are paid beyond the age of 18 provided that the child is pursuingeducation, but only while the orphan is eligible to receive a state child allowance. **IX****PREMATURE TERMINATION OF EMPLOYMENT** 25.  In accordance with the Company Pension Law (BetrA VG) if an employee of this Benefit Planleaves the service of the Company before benefits become due, he retains a vested right tobenefits, provided that he fulfils the conditions in section 1 of the Company Pension Law. 26.  The amount of vested Retirement Pension (in accordance with Article 25) is calculatedaccording to the conditions in section 2 of the Company Pension Law. 27.  The amount of other vested benefits, to which the employee is entitled in accordance withthis Benefit Plan, is calculated in the same manner.
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28.  Should an employee terminate service before the incidence of an event giving right tobenefits, he/she will be informed by the Company whether or not the conditions for vestedrights have been fulfilled and the amount of retirement pension payable at the NormalRetirement Date. 29.  These provisions according to Articles 25 to 26 represent the minimum requirements andbenefits lain down by the Company Pension Law. Should the Company Pension Law be amended, theabove mentioned Articles will be altered accordingly. **X****FINANCING** 30.  The Company gives a “pension promise” to the employees, for which the Company has to formpension reserves, for the benefits provided by the Benefit Plan. 31.  In order to secure the benefits under the “pension promise” the Company can effectreinsurance contracts.    All benefits from the reinsurance contracts are due exclusively to the Company. 32.  If, for health reasons, the full benefits as provided under the Benefit Plan cannot beinsured for an employee, then the benefits are reduced accordingly or cancelled withoutsubstitution.    All provisions of the Benefit Plan then relate to the remaining benefits covered by theinsurance contracts and the “pension promise”. 33.  Should the company take out reinsurance policies to finance the benefits from this Plan, theemployee is obliged to provide his approval for the issue of the policy in accordance with §159 of the Insurance Contract Law. This requires employees to provide all supporting evidencerequested and if necessary their consent to undergo a medical examination. **XII****COSTS** 34.  All direct costs for financing the benefits are borne by the Company. 35.  Benefits from the Benefit Plan are taxable as income, after taking allowances intoconsideration. This tax is payable by the former employee or the other beneficiaries.
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36.  Tax due according to Article 35 is deducted by the Company on payment of the benefits. Thepensioner is obliged to submit an income tax card regularly to the Company. **XII****GENERAL PROVISIONS** 37.  All benefits from the Benefit Plan are paid out by the Company into a bank account in Germanyspecified by the beneficiary. 38.  Every three years in accordance with Section 16 of the Company Pension Law, the Company willreview the current pension payments and will make a discretionary decision. The Company mustconsider the interests of the pensioners and its own economic situation when making thisdecision. 39.  Every employee who is entitled to benefits from the Benefit Plan and who is still in theservice of the Company is obliged, without prior request, to inform the Company immediately ofany changes in personal circumstances relevant to the Benefit Plan and to present adequateproof thereof by means of certificates. If the beneficiary does not fulfil his obligations,the claim to pension benefits is suspended. As soon as the obligations are fulfilled, backpayment (without interest) will be made at the next payment date. 40.  Every beneficiary is obliged to submit a certificate of existence at the request of theCompany or an insurance company. 41.  Payment of all benefits which have been financed by the Company can be suspended if these arepledged, relinquished or used in any other way as collateral or surety for the procurement ofmoney, capital goods etc., or goods of any description, except where legally prescribed. 42.  The Company is entitled to convert vested entitlements and pensions in payment into lump sums(to the extent that this does not infringe on §3 Company Pension Law).    The amount of the lump sum corresponds to the value of the entitlement/cash value of thepension and is determined in accordance with the regulations of § 6a Income Tax Law at thedate of the lump sum payment. After deduction of tax etc., the lump sum will be paid out asa net amount. The Company reserves the right to pay the lump sum in 3 annual installments. 43.  Disputes in connection with the Benefit Plan should be resolved by the courts havingjurisdiction for the area in which the Company is located.
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44.  The Benefit Plan does not affect any other rights of the employee or the Company relating tothe contract of employment. 45.  Should the Company be obliged, due to legal changes, collective agreements or for otherreasons to grant additional benefits, to increase the range of benefit cover or to financesame, such benefits will be credited in addition to the provisions of this Benefit Plan. Therewill be special regulations governing the crediting procedure. 46.  A condition for the payment of all benefits is that the beneficiary makes all claims to theCompany. Regardless of this, the Company will act in respect of care and supervision. 47.  Current pensions and vested benefits are insured against insolvency, in accordance with legalprovisions, with the Pensions-Sicherungs-Verein, Versicherungsverein a.G. (Mutual PensionInsolvency Insurance). 48.  The Benefit Plan can be administered by an independent firm of actuaries who have full accessto confidential information concerning all employees and beneficiaries. Only data for thecalculation of actuarial reserves (in accordance with Section 6a of the Income Tax Act) willbe transferred.    The actuary is obliged to adhere to the provisions of the Data Protection Act(Bundesdatenschutzgesetz). All information required for a reinsurance policy to be effectedcan be forwarded to the insurance company to the extent as this is necessary for the properestablishment and implementation of the insurance contract. The insurer is also obliged toadhere to the provisions of the Data Protection Act (Bundesdatenschutzgesetz). **XIII****  IMPLEMENTATION** 49.  The Benefit Plan in its present version comes into effect on 1 January 1996. 50.  The Company hopes and expects to be able to maintain the Benefit Plan in the future withoutrestriction. The Company reserves the right, however, to reduce or suspend benefits if:   a) the economic position of the Company has steadily deteriorated to such an extent thatthe Company is no longer capable of maintaining the promised benefits, or
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   b) the personnel, contributions, benefits or the retirement age laid down by socialsecurity or other legal pension organizations change considerably, or c) the legal and in particular the financial handling of the outlay which is being made orhas been made by the Company for the systematic financing of benefits has changed to suchan extent that the Company is no longer capable of maintaining the promised benefit, or d) the beneficiary commits offences which have grossly infringed good faith or have led toimmediate dismissal. 51.  In addition, the Company reserves the right to reduce or suspend benefits if the governingcriteria for the Benefit Plan have steadily deteriorated to such an extent that the Company isno longer capable of maintaining the promised benefits, even after objective consideration ofthe beneficiary’s interests. 52.  The Company reserves the right to amend this Benefit Plan by a contractual agreement.
Malterdingen,
CINCINNATI MILACRON KUNSTSTOFFMASCHINEN EUROPA GMBH
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