EX-10.12






January 1, 1994

Amended July 15, 1997

Amended July 30, 1998

Amended February 5, 1999

Amended July 25, 2002

Amended October 1, 2007




MILACRON

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN




I. Purpose




The purpose of the Milacron Supplemental Executive Retirement Plan (the “Plan”) is to
provide supplemental retirement benefits to certain key employees of 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 Milacron
Retirement Plan, without regard to any dollar limitations and including employee deferrals
under the Milacron Compensation Deferral Plan.




“Compensation Committee” — shall mean the Compensation Committee of the Milacron Inc. Board
of Directors.




“Eligible Position” — shall mean the position of Chairman, President or Vice President of
Milacron Inc. held by an individual who is first elected to the position of either Chairman,
President or Vice President of Milacron Inc. prior to July 30, 1998 and who continues to
hold any such position after July 30, 1998 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
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
Milacron Retirement Plan.




Solely for purposes of this Plan, the above terms that are defined in the Milacron
Retirement Plan shall be applied to the Participant with respect to his employment with the
Company, regardless of the Participant’s eligibility under the 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 Milacron Supplemental Pension Plan
or the Milacron Supplemental Executive Pension Plan. Individuals eligible to participate in
this Plan and the Milacron Supplemental Pension Plan or the Milacron Supplemental Executive
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.






	 	C.	 	Notwithstanding the foregoing, the Compensation Committee, in its sole
discretion, may at any time specify in writing that an individual who holds an Eligible
Position and is not otherwise a Participant under the Plan in accordance with this
Article V., shall become Participant under the Plan.





VI. Benefit




Participants who have ten (10) Years of Credited Service or more as an officer of 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 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 Milacron Retirement Plan, the Milacron Retirement Savings
Plan, the Milacron Compensation Deferral Plan and the Milacron Inc. Supplemental Retirement
Plan to fifty-two and one half percent (52.5%) of the Participant’s Highest Average
Compensation.




For purposes of this Plan, the Participant’s vested account balance, if any, attributable to
Employer Basic Contributions under the Milacron Retirement Savings Plan and Basic Credits
and Discretionary Credits under the Milacron Compensation Deferral Plan will be converted to
an actuarially equivalent annual benefit payable for the Participant’s lifetime commencing
at the Participant’s Benefit Commencement Date, determined based on the actuarial
assumptions used to calculate lump sum amounts as set forth in the Milacron Retirement Plan.




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
Milacron Retirement Plan, the Milacron Retirement Savings Plan (as determined under Article
VI), the Milacron Compensation Deferral Plan (as determined under Article VI) and the
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




	 	(iii)	 	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
Milacron Retirement Plan or would be eligible to receive benefits from the Milacron
Retirement Plan if he participated therein.



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 Milacron Retirement
Plan or the Cincinnati Milacron Retirement Savings 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, at the
time benefits may begin to the surviving spouse under the Milacron Retirement Plan, in the
form of a life annuity in the amount of fifty percent (50%) of the Participant’s benefits
under this Plan (with a reduction for commencement prior to the date the Participant would
have attained age 55, with such reduction determined in accordance with the Milacron
Retirement Plan), determined in accordance with Article VI.



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.




Notwithstanding the foregoing, the Compensation Committee, in its sole discretion, may
specify in writing a different vesting schedule or date applicable to any Participant or
group of Participants.



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 and that the Plan shall not
be amended or terminated during the 24-month period beginning on the date of a “Change in
Control” (as defined in Schedule A, attached hereto).



XVIII. Change in Control




Notwithstanding the foregoing provisions of the Plan, an individual who holds an Eligible
Position and is not otherwise a Participant under the Plan in accordance with Article V,
shall become a Participant under the Plan and become vested under the Plan upon the date of
a “Qualifying Termination” (as defined in Schedule B, attached hereto) following a “Change
in Control” (as defined in Schedule A, attached hereto).



XIV. 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 extend 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.





XX. 2007 Acquisition Transaction




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) an individual becoming a Participant of the Plan and
vested under Article XVIII upon a Qualifying Termination following a Change in Control (if
not otherwise a Participant and vested under the Plan) and (b) the prohibition in Article
XVII on the amendment or termination of the Plan by the Board of Directors during the
24-month period beginning on the date of a Change in Control.



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SCHEDULE A




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



(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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SCHEDULE B




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:




(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:	 	Milacron Inc.	 	 
	 	 	 	 	2090 Florence Avenue
	 	 	 	 	Cincinnati, Ohio 45206
	
 
	 	 	 	Attn:
	 	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 A.




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