EX-10.11






September 10, 1980

Amended July 16, 1985

Amended July 15, 1997

Amended February 5, 1999

Amended October 1, 2007




MILACRON


SUPPLEMENTAL PENSION PLAN



This Plan is an amended version of the plan originally approved by the Board of Directors on
September 10, 1980, to provide supplemental retirement benefits to certain officers of the Company,
as described in letters to them dated September 26, 1980.




	1.	 	The term Plan means the Milacron Supplemental Pension Plan as described in this document.






	2.	 	The following terms shall have the same meanings as those defined in the Milacron Retirement
Plan, hereinafter called the Retirement Plan -





Highest Average Compensation;



Accrued Benefit;



Year of Credited Service;



Benefit Commencement Date;



Normal Retirement Date;



Early Retirement Date;



Primary Social Security Benefit;



Actuarial Equivalent;



Company;



Board;




Participant.




For purposes of this Plan, the term Highest Average Compensation shall be determined using
“Compensation” as defined under the Milacron Retirement Plan without regard to any dollar
limitations and including employee deferrals under the Milacron Compensation Deferral Plan.




	3.	 	The term Recipient shall mean a Participant who has been designated by the Board as being
entitled to benefits under the Plan.






	4.	 	As used in this document, the words “he”, “him” and “his” shall be taken to refer equally to
a man or a woman.






	5.	 	Subject to the possible choice of a different form of benefit as provided in Section 8, a
Recipient shall receive, beginning on his Benefit Commencement Date and ending on the first
day of the month in which he dies, a monthly pension equal to one-twelfth of the net annual
benefit defined in Section 6, provided that his benefit has become vested as provided in
Section 9.






	6.	 	The net annual benefit shall consist of a gross amount, as defined in Section 7, reduced by
the sum of (a) the Recipient’s Accrued Benefit under the Retirement Plan, (b) one-half of his
Primary Social Security Benefit, and (c) the annual amount of a straight life annuity computed
as the Actuarial Equivalent of any and all pensions paid or payable to him by employers other
than the Company.






	7.	 	The gross amount for any Recipient shall be the sum of (a) 1.5% of his Highest Average
Compensation multiplied by the number (not greater than 35) of his Years of Credited Service,
and (b) 1% of his Highest Average Compensation multiplied by the number (not greater than 12)
of his years of service as an officer of the Company; provided, however, that the gross amount
shall not be less than 52.5%, nor greater than 64.5%, of his Highest Average Compensation.






	8.	 	A Recipient shall have options to elect different forms of benefit, and his spouse shall have
pre-retirement survivor benefits, consistent with those provided by the Retirement Plan.
Elections made under the Retirement Plan and under this Plan need not be the same.






	9.	 	Unless forfeited pursuant to Section 13, a Recipient’s benefit shall become vested -





(a) on his Normal Retirement Date; or




(b) on his Early Retirement Date; or




	 	(c)	 	on the date of his involuntary termination of employment before
reaching the age of 55 but after completion of ten Years of Credited Service;
or






	 	(d)	 	on the date of his “Qualifying Termination” (as defined in
Schedule A, attached hereto) following a “Change in Control” (as defined in
Schedule B, attached hereto).






	10.	 	By accepting payment of any benefit under the Plan the Recipient 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 or its subsidiaries without
prior written consent of the Company, and breach of this agreement by the Recipient shall be
cause for termination of payment of benefits under the Plan.






	11.	 	The establishment of the Plan shall not be construed as conferring any legal rights upon any
Recipient or other person for a continuation of employment, nor shall it interfere with the
rights of the Company to discharge any Recipient and to treat him without regard to the effect
which such treatment might have upon him as a Recipient.






	12.	 	Any benefit payable under the Plan shall not be subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance, lien or charge, and any attempt
to cause any such benefit to be so subjected shall not be recognized except to such extent as
may be required by law.






	13.	 	In the event that a Recipient shall at any time be 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.






	14.	 	The Plan shall be administered by the Personnel and Compensation Committee of the Board.






	15.	 	The Company shall have the right to deduct from each payment to be made under the Plan any
required withholding taxes.






	16.	 	In the event that a Recipient is unable to care for his affairs because of illness or
accident, the Board may direct that any benefit payment due him, unless claim shall have been
made therefor by a duly appointed legal representative, be paid to his spouse, a child, a
parent or other blood relative, or to a person with whom he resides, and any such payment so
made shall be a complete discharge of the liabilities of the Plan therefor.






	17.	 	The Board reserves the right to modify or to amend, in whole or in part, or to terminate,
this Plan at any time, provided however, that the Plan shall not be modified, amended or
terminated during the 24-month period beginning on the date of a Change in Control. However,
no modification, amendment or termination of the Plan shall adversely affect the right of any
Recipient to receive the benefits granted to him under the Plan before the date of
modification, amendment or termination.






	18.	 	Amounts, if any, contributed to the Plan by the Company shall be held in trust, but shall not
be held for the separate account of any Recipient.






	19.	 	The Plan shall be governed and construed by the laws of the State of Ohio.






	20.	 	The acquisition of a majority of the 6.0% Series B Convertible Preferred Stock of the Company
by Ohio Plastics, LLC that may occur after October 1, 2007 and the transactions consummated in
connection therewith (the “2007 Acquisition Transaction”) shall not constitute a “Change in
Control” under the Plan and, accordingly, the occurrence of the 2007 Acquisition Transaction
shall not result in any circumstances, events or changes being triggered solely as a result of
the 2007 Acquisition Transaction including, without limitation, any of the following: (a) the
accelerated vesting of benefits under Section 9(d) upon a Qualifying Termination following a
Change in Control and (b) the prohibition in Section 17 on the modification, amendment or
termination of the Plan by the Board during the 24 month period beginning on the date of a
Change in Control.





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SCHEDULE A




A “Qualifying Termination” shall mean (i) a termination of the individual’s employment by the
Company for any reason other than for “Cause” or “Disability” (as defined below) during the
“Protection Period” (as defined below), or (ii) the individual’s termination of employment for
“Good Reason” (as defined below) during the Protection Period.



(a) Disability. If the individual is absent from duties with the Company on a
full-time basis for eighteen consecutive months due to a physical or mental incapacity, and the
individual has not returned to the full-time performance of the individual’s duties within thirty
(30) days after written Notice of Termination is given to the individual by the Company, such
termination shall be considered to be termination by the Company for “Disability” for purposes of
this Exhibit.



(b) Cause. The Company may terminate the individual’s employment for Cause. For
purposes of this Schedule only, the Company shall have “Cause” to terminate the individual’s
employment hereunder only on the basis of (i) the individual’s fraud on, or misappropriation or
embezzlement of assets of, the Company that causes material harm to the Company or (ii) the
individual’s willful and continued failure to substantially perform the individual’s duties
hereunder (other than any such failure resulting from the individual’s mental or physical
incapacity or mental illness or any such actual or anticipated failure after the issuance of a
Notice of Termination, as defined in Paragraph (d), by the individual for Good Reason, as defined
below); provided, however, that “Cause” shall occur with respect to clause (ii) of
this sentence only if such action constituting Cause has not been corrected or cured by the
individual within 30 days after the individual has received written notice from the Company of the
Company’s intent to terminate the individual’s employment for Cause and specifying in detail the
basis for such termination. For purposes of this Paragraph, no act, or failure to act, on the
individual’s part shall be considered “willful” unless done, or omitted to be done, by the
individual in bad faith and without reasonable belief that the individual’s action or omission was
in the best interests of the Company. Notwithstanding the foregoing, the individual shall not be
deemed to have been terminated for Cause unless and until delivery to the individual of a copy of a
resolution duly adopted by the affirmative vote of not less than three-quarters of the entire
membership of the Board at a meeting of the Board called and held for the purpose (after reasonable
notice to the individual and an opportunity for the individual, together with the individual’s
counsel, to be heard before the Board), finding that in the good faith opinion of the Board the
individual was guilty of conduct set forth in clause (i) or (ii) of this Paragraph and specifying
the particulars thereof in detail.



(c) Good Reason. The individual shall be entitled to terminate the individual’s
employment for Good Reason at any time following a Change in Control. For purposes of this
Schedule, “Good Reason” shall exist in the event of the occurrence of any of the following without
the individual’s express prior written consent:



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(i) any diminution of, or the assignment to the individual of duties inconsistent with, the
individual’s position, duties, responsibilities and status with the Company immediately prior to a
Change in Control, an adverse change in the individual’s titles or offices as in effect immediately
prior to a Change in Control, or any removal of the individual from, or any failure to reelect the
individual to, any of such positions, except in connection with the individual’s termination of
employment for Disability or Cause or as a result of the individual’s death or by the individual
other than for Good Reason;



(ii) a reduction by the Company in the individual’s base salary as in effect on the date of a
Change in Control or as the same may be increased from time to time during the term of any
agreement between the Company and the individual;



(iii) the Company’s failure to continue any benefit plan or arrangement (including, without
limitation, the Company’s life insurance, post-retirement benefits, and comprehensive medical plan
coverage) in which the individual participated at the time of a Change in Control (or any other
plans providing the individual with substantially similar benefits) (hereinafter referred to as
“Benefit Plans”), or any action by the Company that would adversely affect the individual’s
participation in or materially reduce the individual’s benefits under any such Benefit Plan or
deprive the individual of any material fringe benefit enjoyed by the individual at the time of a
Change in Control;



(iv) the Company’s failure to continue in effect, or continue payments under, any incentive
plan or arrangement (including, without limitation, any equity-based plan or arrangement) in which
the individual participated at the time of a Change in Control (hereinafter referred to as
“Incentive Plans”) or any action by the Company that would adversely affect the individual’s
participation in any such Incentive Plans or reduce the individual’s benefits under any such
Incentive Plans;



(v) a relocation of the Company’s principal executive offices to a location outside the
Cincinnati, Ohio metropolitan area or relocation of the individual’s primary workplace to any place
other than the location at which the individual performed the individual’s duties immediately prior
to a Change in Control;



(vi) the Company’s failure to provide the individual with the number of paid vacation days to
which the individual was entitled at the time of a Change in Control;



(vii) the Company’s material breach of any provision of any agreement between the Company and
the individual regarding severance benefits following a Change in Control;



(viii) the Company’s purported termination of the individual which is not effected pursuant to
a Notice of Termination satisfying the requirements of Paragraph (d);



(d) Notice of Termination. Any purported termination of the individual by the Company
or by the individual shall be communicated by written Notice of Termination to the other party in
accordance with Paragraph (f) hereof. For purposes of this Schedule, a “Notice of Termination”
shall mean a notice that indicates the specific termination provision in this Schedule relied upon
and the facts, if any, supporting application of such provision.



(e) Date of Termination: Dispute Concerning Termination. “Date of Termination” shall
mean (i) if the individual’s employment is terminated for Disability, thirty (30) days after Notice
of Termination is given (provided that the individual has not returned to the performance of the
individual’s duties on a full-time basis during such thirty (30) day period) or (ii) if the
individual’s employment is terminated by the Company for any reason other than Disability or by the
individual for any reason, the date specified in the Notice of Termination (which, in the case of a
termination by the Company shall not be less than thirty (30) days, and in the case of a
termination by the individual shall not be more than sixty (60) days, respectively, from the date
such Notice of Termination is given); provided, however, that if the party
receiving the Notice of Termination notifies the other party within thirty (30) days after the date
such Notice of Termination is given that a dispute exists concerning the termination, the Date of
Termination shall be the date on which the dispute is finally resolved, either by mutual written
agreement of the parties or by a binding arbitration award referred to in Paragraph (g); and
provided, further that the Date of Termination shall be extended by a notice of
dispute only if such notice is given in good faith and the party giving such notice shall pursue
the resolution of such dispute with reasonable diligence. The Company shall continue the
individual as a participant in the plan until the dispute is finally resolved in accordance with
this Schedule. For purposes of determining whether any Qualifying Termination has occurred during
the Protection Period, the date a Notice of Termination is given pursuant to this Schedule shall be
deemed the date of the individual’s Qualifying Termination.



(f) Notice. For the purposes of this Schedule, notices and all other communications
provided for in the Schedule shall be in writing and shall be deemed to have been duly given when
delivered or mailed by United States registered mail, return receipt requested, postage prepaid, as
follows:



(i) if, to the individual, to the individual’s current address on file with the Company;



	 	 	 
	(ii) if, to the Company, to:

Attn:

	 	Milacron Inc.

4701 Marburg Avenue

Cincinnati, Ohio 45209

Secretary






or to such other address as either party may have furnished to the other in writing in accordance
herewith, except that notice of change of address shall be effective only upon receipt.



(g) Arbitration. Any dispute or controversy arising under or in connection with this
Schedule shall be settled exclusively by arbitration in Cincinnati, Ohio in accordance with the
rules of (but not necessarily appointed by) the American Arbitration Association then in effect
except as provided herein. Judgment may be entered on the arbitrator’s award in any court having
jurisdiction. No such arbitration proceedings shall be commenced or conducted until at least sixty
(60) days after the parties, in good faith, shall have attempted to resolve such dispute by mutual
agreement; and the parties hereby agree to endeavor in good faith to resolve any dispute by mutual
agreement. If mutual agreement cannot be attained, any disputing party, by written notice to the
other (“Arbitration Notice”) may commence arbitration proceedings. Such arbitration shall be
conducted before a panel of three arbitrators, one appointed by each party within thirty (30) days
after the date of the Arbitration Notice, and one chosen within sixty (60) days after the date of
the Arbitration Notice by the two arbitrators appointed by the disputing parties. Any Cincinnati,
Ohio court of competent jurisdiction shall appoint any arbitrator that has not been appointed
within such time periods. Judgment may include costs and attorneys fees and may be entered in any
court of competent jurisdiction.



(h) Definitions. For purposes of this Schedule, “Company” shall mean Milacron Inc.,
“Protection Period” shall mean the 24-month period beginning on the date of a Change in Control,
and “Board” shall mean the Board of Directors of Milacron Inc. and “Change in Control” shall have
the meaning set forth in Schedule B.



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SCHEDULE B




A “Change in Control” occurs if:



(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 Paragraph (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 Paragraph (c) of this Schedule.



(b) individuals who, as of the date hereof, constitute the Board of Directors of the Company
(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 of the Company;



(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 sixy-six and two thirds percent 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 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 sixy-six and two thirds percent 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



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(e) the stockholders of the Company approve a plan of complete liquidation or dissolution of
the Company.



“Company” shall mean Milacron Inc. “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. “Beneficial Owner” shall mean beneficial owner as defined in Rule
13d-3 under the Exchange Act.




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