Form of Executive Severance Agreement

1st Amendment to the Executive Severance Agreement

2nd Amendment to the Executive Severance Agreement

3rd Amendment to the Executive Severance Agreement

Special Executive Retention & Severance Agreement

 

Tier I

 

 

              

  

  

  

  

  

  

  

  

EXECUTIVE SEVERANCE AGREEMENT. made this _____ day
of ____________, 2003, between MILACRON
INC., a Delaware Corporation (the "Company")
and [_________________] (the "Executive").

 

 

 

 

 

 

 

 

 

 

      WHEREAS, the Board of Directors of the Company (the "Board") considers it essential to the best interests of the Company's stockholders to have the continuous employment of key management personnel. The Board recognizes that the possibility of a change in control of the Company exists and the uncertainty it may raise among management may result in the departure or distraction of management personnel to the detriment of the Company and its stockholders.

      WHEREAS, the Board has determined that the Company should reinforce and encourage the continued attention and dedication of key members of the Company's management to their assigned duties without distraction by circumstances arising from the possibility of a change in control of the Company.

      NOW, THEREFORE, to induce the Executive to remain employed by the Company and in consideration for the Executive's agreement to remain so employed in certain circumstances, the Company agrees that the Executive shall receive the benefits set forth in this Agreement under the circumstances described below.

      1.   Term of Agreement.  This Agreement shall commence on the date hereof and shall continue in effect through December 31, 2004; provided, however, that commencing on January 1, 2005, and each January 1 thereafter, the term of this Agreement shall automatically be extended for one additional year unless the Company gives notice not later than September 30 of the preceding year that it does not wish to extend this Agreement; and provided, further, that regardless of any such notice by the Company, this Agreement shall continue in effect for a period of 24 months beyond the term provided herein if a Change in Control of the Company occurs during such term. Notwithstanding anything to the contrary stated herein, this Agreement shall terminate prior to the dates set forth above without further acts by either party upon (a) termination of the Executive's employment before a Change in Control, (b) termination of the Executive's employment by the Company after a Change in Control for Cause or for Disability (each as respectively defined in Section 4 hereof), (c) termination of the Executive's employment after a Change in Control due to the Executive's death or by the Executive for other than Good Reason (as defined in Section 3 hereof), or (d) completion by the Company of all of its obligations in the event benefits shall become payable hereunder.

      2.   Change in Control.   No benefits shall be payable hereunder unless there shall have been a Change in Control of the Company during the term of this Agreement. For purposes of this Agreement, 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 subsection (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 section (c) of this Section 2;

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

      (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 662/3% 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 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 662/3% of the combined voting power of the stock and securities of 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.

      "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.

      3.   Benefits Upon a Change in Control.  The Executive shall be entitled to the following benefits upon a Change in Control during the term of this Agreement:

      (a)   the immediate vesting of all equity-based awards (including options, restricted stock, phantom stock and performance shares) granted to the Executive;

      (b)   a lump sum cash payout of the Executive's annual bonus under the Company's applicable annual bonus program (the "Annual Bonus Program") for the year in which such Change in Control occurs, the amount of which shall be equal to the Executive's target or base incentive bonus possible under the Annual Bonus Program for that year;

      (c)   a lump cash payment of all earned but unpaid amounts under the Annual Bonus Program unless the Executive elects prior to such Change in Control to defer such distribution under and in accordance with the Company's Compensation Deferral Plan.

      The payments under this Section 3 shall be made on the effective date of the Change in Control.

      4.   Termination Following Change in Control.  The Executive shall be entitled to the benefits provided under Section 5 upon the Executive's "Qualifying Termination" (as defined herein) during the 24-month period beginning on the date of a Change in Control (the "Protection Period"). For purposes hereof, a "Qualifying Termination" shall mean (i) a termination of the Executive's employment by the Company for any reason other than for Cause or Disability or due to the Executive's death, or (ii) the Executive's termination of employment for "Good Reason" (as defined in this Section 4).

      (a)   Disability.  If the Executive is absent from duties with the Company on a full-time basis for twelve (12) consecutive months due to a physical or mental incapacity, and the Executive has not returned to the full-time performance of the Executive's duties within thirty (30) days after written Notice of Termination is given to the Executive by the Company, such termination shall be considered to be termination by the Company for "Disability" for purposes of this Agreement.

      (b)   Cause.  The Company may terminate the Executive's employment for Cause. For purposes of this Agreement only, the Company shall have "Cause" to terminate the Executive's employment hereunder only on the basis of (x) the Executive's fraud on, or misappropriation or embezzlement of assets of, the Company that causes material harm to the Company or (y) the Executive's willful and continued failure to substantially perform the Executive's duties hereunder (other than any such failure resulting from the Executive'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 Section 4(d), by the Executive for Good Reason, as defined in Section 4(c)); provided, however, that "Cause" shall occur with respect to clause (y) of this sentence only if such action constituting Cause has not been corrected or cured by the Executive within 30 days after the Executive has received written notice from the Company of the Company's intent to terminate the Executive'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 Executive's part shall be considered "willful" unless done, or omitted to be done, by the Executive in bad faith and without reasonable belief that the Executive's action or omission was in the best interests of the Company.

      (c)   Good Reason.  The Executive shall be entitled to terminate the Executive's employment for Good Reason at any time during the term of this Agreement following a Change in Control. For purposes of this Agreement, "Good Reason" shall exist in the event of the occurrence of any of the following without the Executive's express prior written consent:

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

      (ii)   a reduction by the Company in the Executive'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 this Agreement;

      (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 Executive participated at the time of a Change in Control without implementing at such time plans or arrangements providing the Executive with substantially similar benefits (hereinafter referred to as "Benefit Plans"), or any action by the Company that would adversely affect the Executive's participation in or materially reduce the Executive's benefits under any such Benefit Plan or deprive the Executive of any material fringe benefit enjoyed by the Executive 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 Executive 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 Executive's participation in any such Incentive Plans or reduce the Executive'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 Executive's primary workplace to any place other than the location at which the Executive performed the Executive's duties immediately prior to a Change in Control;

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

      (vii)   the Company's material breach of any provision of this Agreement;

      (viii)   the Company's failure to comply with Section 7 hereof; or

      (ix)   the Company's purported termination of the Executive which is not effected pursuant to a Notice of Termination satisfying the requirements of Section 4(d).

      (d)   Notice of Termination.  Any purported termination of the Executive by the Company or by the Executive shall be communicated by written Notice of Termination to the other party in accordance with Section 8 hereof. For purposes of this Agreement, a "Notice of Termination" shall mean a notice that indicates the specific termination provision in this Agreement 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 Executive's employment is terminated for Disability, thirty (30) days after Notice of Termination is given (provided that the Executive has not returned to the performance of the Executive's duties on a full-time basis during such thirty (30) day period) or (ii) if the Executive's employment is terminated by the Company for any reason other than Disability or by the Executive 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 Executive 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 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 Section 13; 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 Executive as a participant in all benefit and insurance plans in which the Executive participated when the Notice of Termination was given (ignoring any reductions that gave rise to Good Reason) until the dispute is finally resolved in accordance with this Section. Compensation shall be withheld and the Executive's full compensation in effect when the notice of dispute was given applicable during the period between the notice of the dispute and the resolution of the dispute shall be paid to the Executive in lump sum if the Executive receives an arbitration award in favor of the Executive and related to the Executive's full claim. Amounts paid under this Section are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreement. In addition, 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 Section shall be deemed the date of the Executive's Qualifying Termination.

      5.   Compensation Upon Termination.

      (a)   Salary and Other Compensation or Benefits.  If the Executive's employment is terminated during the Protection Period, the Company shall pay the Executive's base salary through the Date of Termination at the rate in effect at the time the Notice of Termination is given, together with all compensation and benefits to which the Executive is entitled through the Date of Termination under the terms of any compensation or benefit plan, program or arrangement maintained by the Company or its affiliates during such period.

      (b)   Disability.  During any period that the Executive fails to perform the Executive's duties hereunder as a result of mental or physical incapacity, the Executive shall continue to receive the Executive's base salary at the rate then in effect and continue to participate in all Benefit Plans and Incentive Plans until the Executive's employment is terminated pursuant to Section 4(a) hereof. Thereafter, the Executive's benefits shall be determined in accordance with the insurance and other benefit programs then applicable to the Executive.

      (c)   Cause; Voluntary Termination of Employment Without Good Reason.  If the Executive's employment is terminated for Cause or the Executive voluntarily terminates employment without Good Reason, the Company shall pay the Executive only the Executive's base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given, together with other compensation and benefits to which the Executive is entitled under the terms of any benefit plan, program or arrangement maintained by the Company and applicable to the Executive, and the Company shall have no further obligations to the Executive under this Agreement.

      (d)   Qualifying Termination.  If the Executive's employment is terminated in a Qualifying Termination during the Protection Period, then the Executive shall be entitled to the following benefits:

      (i)   if the Executive's Qualifying Termination occurs in a calendar year subsequent to the year in which the Change in Control occurred, a pro rata portion (based on the number of calendar days that have elapsed before the Executive's Date of Termination) of the Executive's target or base incentive bonus possible under the Annual Bonus Program for the year in which termination occurs;

      (ii)   a lump sum cash payment equal to all outstanding long term incentive awards made to the Executive under the long term incentive programs of the Company (the "LTIP"), assuming attainment of the applicable maximum performance targets;

      (iii)   in lieu of any further salary payments to the Executive for periods subsequent to the Date of Termination and other severance benefits, the Company shall pay to the Executive a lump sum severance payment in an amount equal to three times the sum of (A) the higher of the Executive's annual base salary in effect immediately before the event or circumstance upon which the Notice of Termination is based or such salary in effect immediately before the Change in Control and (B) the higher of (x) the highest award made to the Executive pursuant to the Company's annual incentive plan for each of the three measuring periods completed immediately before the event or circumstance upon which the Notice of Termination is based or (y) such highest award in respect of the three measuring periods completed immediately before the Change in Control;

      (iv)   a lump sum amount (utilizing actuarial assumptions for lump sum payments in effect under the Company's qualified defined benefit retirement plan (the "Retirement Plan") immediately prior to the Date of Termination) equal to the excess of (a) the actuarial equivalent lump sum value of the benefit under the Retirement Plan (determined without taking into account any early retirement subsidies) and the actuarial equivalent lump sum value of the benefit under any excess or supplemental retirement plan in which the Executive participates (together, the "SERP"), that the Executive would receive if the Executive's employment continued for three years after the Date of Termination, assuming for this purpose that all accrued benefits are fully vested, the Executive is three years older, such three years of additional service is counted as credited service as an officer under the SERP and assuming that the Executive's compensation in each of the calendar years fully or partially included because of the additional three years is the greatest of (i) the compensation in the year of termination annualized pursuant to the assumptions used for the Retirement Plan, or (ii) his compensation for the last completed calendar year before the Date of Termination or (iii) his compensation for the last completed calendar year before the Change of Control, over (b) the actuarial equivalent lump sum value of the Executive's actual benefit (paid or payable in the future), if any, under the Retirement Plan (determined without taking into account any early retirement subsidies) and the SERP as of the Date of Termination;

      (v)   the Company shall also provide to the Executive for one year after the Executive's Date of Termination out placement services that are suitable for senior executive officers and reasonably acceptable to the Executive;

      (vi)   the Company shall also pay to the Executive all legal fees and expenses incurred by the Executive as a result of such Qualifying Termination (including all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement). Such payments shall be made within five (5) business days after delivery of the Executive's written request for payment accompanied with such evidence of fees and expenses incurred as the Company may reasonably require and

      (vii)   the payments provided for in this Section 5(d) (other than Section 5(d)(iv), and 5(d)(v)) shall be made not later than the fifth day following the Date of Termination; provided, however, that, if the amounts of such payments cannot be finally determined on or before such day, the Company shall pay to the Executive on such day an estimate, as determined in good faith by the Company, of the minimum amount of such payments to which the Executive is clearly entitled and shall pay the remainder of such payments (together with interest at the rate provided in Section 1274(b)(2)(B) of the Internal Revenue Code of 1986, as amended (the "Code")) as soon as the amount thereof can be determined but in no event later than the thirtieth (30th) day after the Date of Termination. If the estimated payments exceed the amount subsequently determined to be due, such excess shall constitute a loan by the Company to the Executive, payable on the fifth (5th) business day after demand by the Company (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code). When payments are made under this Section, the Company shall provide the Executive with a written statement setting forth the manner in which such payments were calculated and the basis for such calculations including, without limitation, any opinions or other advice the Company has received from outside counsel, auditors or consultants (and any such written opinions or advice shall be attached to the statement).

      (e)   Insurance Benefits.  If the Executive's employment is terminated in a Qualifying Termination during the Protection Period, the Company shall maintain in full force and effect for the 36 months following such termination all life insurance, accidental insurance, dental coverage, and medical coverage (including the Executive Medical Expense Reimbursement Plan), in which the Executive and the Executive's dependents participated immediately before the Date of Termination, on the same cost-sharing basis that applied to the Executive immediately prior to the Executive's Date of Termination. In the event such participation (or a particular type of coverage) under any such plan or arrangement shall be barred, the Company shall provide the Executive with benefits, at the same after-tax cost to the Executive, that are substantially similar to those the Executive and the Executive's dependents would have otherwise received under this Section. Benefits otherwise receivable by the Executive pursuant to this Section 5(e) shall be reduced to the extent comparable benefits are actually received by the Executive during the thirty-six (36) month period following the Executive's termination of employment (and any such benefits actually received by the Executive shall be reported to the Company by the Executive). If the Executive, as the result of the Qualifying Termination during the Protection Period, elects to convert his Long Term Disability Insurance, if any, to a personal policy maintained by the carrier used by the Company (not greater than the coverage in effect immediately prior to the Qualifying Termination), the Company shall reimburse the Executive for any premiums paid during the 36 month period following the Qualifying Termination.

      (f)   Death.  In the event of the Executive's death, the Company shall have no further obligations to the Executive under this Agreement, but the Executive shall be entitled to receive death benefits under the Company's benefit plans and arrangements as may be applicable to the Executive.

      (g)   Mitigation.  The Executive shall not be required to mitigate the amount of any payment provided for in Sections 5(c), (d) and (e) by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Section 5 be reduced by any compensation earned by the Executive as the result of employment by another employer after the Date of Termination, or otherwise. Benefits otherwise receivable by the Executive pursuant to Section 5(e) shall be reduced to the extent comparable benefits are actually received by the Executive during the period Section 5(e) shall be applicable, and any such benefits actually received by the Executive shall be reported to the Company.

      6.   Excise Taxes.  The following provisions shall apply to any excise tax imposed under Section 4999 of the Code (or its successor) (the "Excise Tax"):

      (a)   If any of the payments or benefits received or to be received by the Executive in connection with a change in control of the Company or the Executive's termination of employment (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any person whose actions result in a change in control of the Company or any person affiliated with the Company or such person (the "Total Payments")) will be subject to the Excise Tax, the Company shall pay to the Executive an additional amount (the "Gross-Up Payment") such that the net amount retained by the Executive, after deduction of any Excise Tax on the Total Payments and any federal, state and local income and employment tax and Excise Tax upon the payment provided for by this Section 6, shall be equal to the Total Payments. Such payment shall be made in the manner described in Section 5(d)(vi) hereof.

      (b)   In determining whether any of the Total Payments will be subject to the Excise Tax and the amount of such Excise Tax, (i) any Total Payments shall be treated as "parachute payments" (within the meaning of Section 280G(b)(2) of the Code) unless, in the opinion of tax counsel selected by the Company's independent auditors and reasonably acceptable to the Executive, such payments or benefits (in whole or in part) do not constitute parachute payments, and all "excess parachute payments" (within the meaning of Section 280G(b)(1) of the Code) shall be treated as subject to the Excise Tax unless, in the opinion of such tax counsel, such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered (within the meaning of Section 280G(b)(4)(B) of the Code), or are otherwise not subject to the Excise Tax, and (ii) the value of any noncash benefits or any deferred payment or benefit shall be determined by the Company's independent auditors in accordance with the principles of Section 280G(d)(3) and (4) of the Code. For purposes of determining the amount of the Gross-Up Payment, the Executive shall be deemed to pay federal income and employment taxes at the highest marginal rate of federal income and employment taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income and employment taxes at the highest marginal rate of taxation in the state and locality of the Executive's residence on the Date of Termination (or such other time as is hereinafter described), net of the maximum reduction in federal income or employment taxes which could be obtained from deduction of such state and local taxes.

      (c)   If the Excise Tax is subsequently determined to be less than the amount taken into account hereunder at the time of termination of the Executive's employment (or such other time as is hereinafter described), the Executive shall repay to the Company, at the time that the amount of such reduction in Excise Tax is finally determined, the portion of the Gross-Up Payment attributable to such reduction (plus that portion of the Gross-Up Payment attributable to the Excise Tax and federal, state and local income tax imposed on the Gross-Up Payment being repaid by the Executive to the extent that such repayment results in a reduction in Excise Tax or a federal, state or local income or employment tax deduction) plus interest on the amount of such repayment at the rate provided in Section 1274(b)(2)(B) of the Code. If the Excise Tax exceeds the amount taken into account hereunder (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Company shall make an additional Gross-Up Payment in respect of such excess (plus any interest, penalties or additions payable by the Executive with respect to such excess) at the time that the amount of such excess is finally determined. The Executive and the Company shall each reasonably cooperate with the other in connection with any administrative or judicial proceedings concerning the existence or amount of liability for Excise Tax with respect to the Total Payments.

      7.   Successors; Binding Agreement.

      (a)   The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company, by agreement in form and substance satisfactory to the Executive, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Executive to compensation from the Company in the same amount and on the same terms as the Executive would be entitled hereunder if the Executive had terminated the Executive's employment for Good Reason, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the Date of Termination. As used in this Agreement, "Company" shall mean the Company as defined herein and any successor to its business and/or assets which executes and delivers the agreement provided for in this Section 7 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.

      (b)   This Agreement shall inure to the benefit of and be enforceable by the Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive dies while any amount is still payable, all such amounts shall be paid in accordance with the terms of this Agreement to the Executive's devisee, legatee or other designee, or if there shall be no such designee, to the Executive's estate.

      8.   Notice.  For the purposes of this Agreement, notices and all other communications provided for in the Agreement 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:

If, to the Executive, to: [__________________]

If, to the Company, to: Milacron Inc.
                                        2090
Florence Ave.
                                        
Cincinnati, OH 45206

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.

      9.   Miscellaneous.  This Agreement shall supercede and replace the Executive Severance Agreement dated ________________ by and between the Company and the Executive, which shall be terminated and of no further force or effect on the date hereof. The provisions of this Agreement shall supersede any inconsistent provisions of any other applicable plan, policy or arrangement; provided, however, in no event shall the Executive be entitled to duplicative payments or benefits under this Agreement and any other plan, policy or arrangement. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by the Executive and such officer as may be specifically designated by the Board. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Ohio (regardless of the law which may be applicable under principles of conflicts of law).

      10.   Confidentiality.  The Executive shall retain in confidence any and all confidential information known to the Executive concerning the Company and its business so long as such information shall not otherwise be publicly disclosed.

      11.   Validity.  The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement which shall remain in full force and effect.

      12.   Counterparts.  This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

      13.   Arbitration.  Any dispute or controversy arising under or in connection with this Agreement 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, provided, however, that the Executive shall be entitled to seek specific performance of the Executive's right to be paid until the Date of Termination during the pendency of any dispute or controversy arising under or in connection with this Agreement. No such arbitration proceedings shall be commenced or conducted until at least 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 30 days after the date of the Arbitration Notice, and one chosen within 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.

      14.   No Guaranty of Employment.  Neither this contract nor any action taken hereunder shall be construed as giving the Executive a right to be retained as an employee of the Company. The Company shall be entitled to terminate the Executive's employment at any time, subject to providing the severance benefits herein specified in accordance with the terms hereof.

      IN WITNESS WHEREOF, the Company and the Executive have caused this Agreement to be executed as of the date first written above.

  

  

  

  

  

  

Milacron Inc.

 

 

 

 

 

 

 

  

  

  

  

  

  


 

  

  

  

  

  

  

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#Top of the Document

 

                   AMENDMENT TO EXECUTIVE SEVERANCE AGREEMENT

                   ------------------------------------------

 

     The  Executive  Severance  Agreement  between  MILACRON  INC.,  a  Delaware

Corporation  (the "Company") and  [___________]  (the  "Executive")  dated as of

_______,  2003 (the  "Agreement") is hereby amended effective as of February 10,

2004.

 

                                   AMENDMENTS

 

1.   Section 2 of the Agreement is hereby amended by adding the following new

     subsection (f) at the end thereof:

 

     "(f)   Notwithstanding any other provision of this Agreement to the

            contrary, a financial restructuring or recapitalization of the

            Company that may occur during 2004 (the "2004 Restructuring")

            shall not result in a "Change in Control" solely for purposes of

            determining the Executive's benefits under Section 3(a) of this

            Agreement (but only with respect to equity based awards granted to

            the Executive on or after February 10, 2004) and Section 3(b) of

            this Agreement."

 

2.   Section 5(d) of the Agreement is hereby amended by adding the following new

     subsection (viii) at the end thereof:

 

     "(viii) if the Executive's Qualifying Termination occurs in the 2004

            calendar year and on or after the occurrence of the 2004

            Restructuring (as defined in Section 2(f)), a lump sum cash payout

            of the Executive's annual bonus under the Company's Annual Bonus

            Program (as defined in Section 3(b)) for such year, the amount of

            which shall be equal to the Executive's target or base incentive

            bonus possible under the Annual Bonus Program for that year."

 

     IN WITNESS WHEREOF, the Executive and the Company have caused this

Amendment to the Agreement to be executed as of the date first specified above.

 

                                        MILACRON INC.

 

 

 

                                        By:___________________________________

 

 

 

                                        EXECUTIVE_____________________________

 

Top of the Document

AMENDMENT TO EXECUTIVE SEVERANCE AGREEMENT

The Executive Severance Agreement between MILACRON INC., a Delaware Corporation (the “Company”) and [     ] (the “Executive”) dated as of      , 200     (the “Agreement”) is hereby amended effective as of October 1, 2007.

AMENDMENTS

1.

 

Section 2 of the Agreement is hereby amended by adding the following new subsection (f) at the end thereof:

 

 

 

 

"(f) Notwithstanding any other provision of this Agreement to the contrary, 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 Agreement 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: (i) the immediate vesting of any equity-based award (including any option, restricted stock, phantom stock and/or performance share) under Section 3(a) of this Agreement (with respect to equity-based awards granted to the Executive before the 2007 Acquisition Transaction), (ii) any lump sum cash payment of the Executive’s annual bonus under Section 3(b) of this Agreement or (iii) any additional benefits which would otherwise be provided under the Agreement upon the Executive’s Qualifying Termination.”

 

2.

 

A new Section 14 is added to the Agreement to provide as follows:

 

 

 

 

“14. To the extent applicable, the parties intend that this Amendment to the Agreement comply with the provisions of Section 409A of the Code to the extent consistent with the provisions of this Amendment. This Amendment shall be construed, administered, and governed in a manner consistent with this intent. If any of the payments or benefits received, to be received or deemed to be received by the Executive under the Agreement as a result of this Amendment to the Agreement are subjected to any additional tax (or penalties or interest thereon) or interest imposed under Section 409A(a) of the Code, the Company shall pay to the Executive within five (5) business days of the Executive’s written request for payment an additional amount equal to the amount of such additional tax (including penalties and interest thereon) and interest plus any federal, state and local income and employment taxes on the payment of such additional tax (including interest and penalties thereon) and interest. The Executive’s written request for payment (a) shall be accompanied by such evidence as the Company may reasonably request to substantiate the Executive’s obligation to pay such additional tax and to calculate the appropriate amount of the payment provided herein, and (b) must be made no later than ten (10) business days prior to the end of the calendar year next following the calendar year in which the Executive remits the related taxes.”

IN WITNESS WHEREOF, the Company and Executive acknowledge that no amounts are currently earned but unpaid under Section 3(c) of the Agreement; and the Company has caused this Amendment to the Agreement to be executed on its behalf by its duly authorized officer and the Executive, for good and valuable consideration, has consented to and does hereby execute this Amendment as of the date first specified above.

MILACRON INC.

By:     

EXECUTIVE

     

Date:

Top of the Document

EX-10.3 4 exhibit3.htm EX-10.3

AMENDMENT TO EXECUTIVE SEVERANCE AGREEMENT

The Executive Severance Agreement between MILACRON INC., a Delaware Corporation (the “Company”) and [     ] (the “Executive”) dated as of      , 200     (the “Agreement”) is hereby amended effective as of October 1, 2007.

AMENDMENTS

1.

 

Section 2 of the Agreement is hereby amended by adding the following new subsection (g) at the end thereof:

 

 

 

 

"(g) Notwithstanding any other provision of this Agreement to the contrary, 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 Agreement 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: (i) the immediate vesting of any equity-based award (including any option, restricted stock, phantom stock and/or performance share) under Section 3(a) of this Agreement (with respect to equity-based awards granted to the Executive before the 2007 Acquisition Transaction), (ii) any lump sum cash payment of the Executive’s annual bonus under Section 3(b) of this Agreement or (iii) any additional benefits which would otherwise be provided under the Agreement upon the Executive’s Qualifying Termination.”

 

2.

 

A new Section 15 is added to the Agreement to provide as follows:

 

 

 

 

“15. To the extent applicable, the parties intend that this Amendment to the Agreement comply with the provisions of Section 409A of the Code to the extent consistent with the provisions of this Amendment. This Amendment shall be construed, administered, and governed in a manner consistent with this intent. If any of the payments or benefits received, to be received or deemed to be received by the Executive under the Agreement as a result of this Amendment to the Agreement are subjected to any additional tax (or penalties or interest thereon) or interest imposed under Section 409A(a) of the Code, the Company shall pay to the Executive within five (5) business days of the Executive’s written request for payment an additional amount equal to the amount of such additional tax (including penalties and interest thereon) and interest plus any federal, state and local income and employment taxes on the payment of such additional tax (including interest and penalties thereon) and interest. The Executive’s written request for payment (a) shall be accompanied by such evidence as the Company may reasonably request to substantiate the Executive’s obligation to pay such additional tax and to calculate the appropriate amount of the payment provided herein, and (b) must be made no later than ten (10) business days prior to the end of the calendar year next following the calendar year in which the Executive remits the related taxes.”

IN WITNESS WHEREOF, the Company and Executive acknowledge that no amounts are currently earned but unpaid under Section 3(c) of the Agreement; and the Company has caused this Amendment to the Agreement to be executed on its behalf by its duly authorized officer and the Executive, for good and valuable consideration, has consented to and does hereby execute this Amendment as of the date first specified above.

MILACRON INC.

By:     

EXECUTIVE

     

Date:

Top of the Document

EX-10.14 15 exhibit14.htm EX-10.14

MILACRON INC.

SPECIAL EXECUTIVE RETENTION & SEVERANCE AGREEMENT

THIS SPECIAL EXECUTIVE RETENTION & SEVERANCE AGREEMENT (the “Agreement”) is made as of October 1, 2007 by and between Milacron Inc., a Delaware Company (the “Company”) and Ronald D. Brown (the “Executive”).

WITNESSETH:

WHEREAS, as a member of the Company’s senior management team, the Executive has become eligible to participate in and has received certain benefits under various plans, agreements and arrangements of the Company (the “Arrangements”) that vest, become payable or otherwise provide certain enhanced benefits, upon a “change in control” of the Company or upon certain events following a “change in control” of the Company (as provided in those Arrangements), all of such Arrangements are attached hereto as Exhibits A-E;

WHEREAS, the 2007 acquisition of a majority of the 6.0% Series B Convertible Preferred Stock of the Company by Ohio Plastics, LLC and the transactions consummated in connection therewith (the “2007 Acquisition Transaction”) would constitute a “change in control” (as defined in the Arrangements) if such Arrangements were not amended as part of the 2007 Acquisition Transaction; and

WHEREAS, in consideration for certain benefits and rights provided to the Executive, the Company and the Executive desire to modify the Arrangements to provide that the 2007 Acquisition Transaction will not constitute a “change in control” (as defined in the Arrangements) and therefore no changes, circumstance or events shall be triggered, and Executive waives any claim thereto, including, without limitation, any benefits vesting or becoming payable under the Arrangements solely as a result of the 2007 Acquisition Transaction;

NOW, THEREFORE, the Company and the Executive hereby enter into this Agreement on the terms and conditions, hereinafter, set forth:

ARTICLE I

AGREEMENT OF THE PARTIES; TERM

Section 1.01 Consents and Acknowledgements by Executive. The Executive hereby consents to the amendment of the Arrangements to provide that the 2007 Acquisition Transaction will not constitute a “change in control” within the meaning of the Arrangements (the “Amendments”). The Executive hereby acknowledges that neither the Amendments nor the consummation of the 2007 Acquisition Transaction will constitute the basis to terminate his employment for “good reason” as defined in the Milacron Inc. Executive Retention/Separation Plan, attached hereto as Exhibit F (the “Separation Plan”). The Executive also hereby acknowledges that in lieu of any benefit the Executive may have otherwise been entitled to under the Arrangements solely as a result of 2007 Acquisition Transaction, the Executive will be entitled to the benefits provided under this Agreement in addition to the benefits otherwise provided to the Executive, including the Arrangements.

Section 1.02 Promises of the Company. In exchange for the Executive’s consents and acknowledgements set forth in Section 1.01, the Company hereby agrees to provide the Executive with the benefits and rights set forth in this Agreement.

Section 1.03 Term of the Agreement. The term of this Agreement shall commence as of the date of the 2007 Acquisition Transaction (the “Effective Time”) and shall continue for the twenty-four month period immediately following the Effective Time (the “Protection Period”).

ARTICLE II

SPECIAL DEFINITIONS

Section 2.01 “Disability” shall be as defined under the Company’s long-term disability plan.

Section 2.02 “Employment Termination Date” shall mean the date on which the employment relationship between the Executive and the Company is terminated. The Company and the Executive shall take all commercially reasonable steps necessary (including with regard to any post-termination services by the Executive) to ensure that the termination of employment described in this Section 2.02 constitutes a “separation from service” within the meaning of Section 409A of the Internal Revenue Code (the “Code”).

ARTICLE III

BENEFITS

Section 3.01 Coordination of Benefits; Non-Duplication. Notwithstanding any provision of this Agreement to the contrary, in no event shall the Executive be entitled to duplicative benefits under the Agreement so that the amount that is paid or credited under the Agreement shall only be paid or credited once with respect to an Executive as provided hereunder.

Section 3.02 Executive Retention/Separation Plan Benefits. During the Protection Period, the Executive will remain entitled to the benefits provided under the Separation Plan in accordance with the terms of the Separation Plan as of the Effective Time (regardless of whether or not the Separation Plan was amended or terminated after the Effective Time).

Section 3.03 Supplemental Executive Retirement Plan and Supplemental Retirement Plan. As an individual in an eligible position under the Company’s Supplemental Executive Retirement Plan and as a recipient under the Company’s Supplemental Retirement Plan (the “Supplemental Plan(s)”), as of the Effective Time, the Executive will continue to be an individual in an eligible position and recipient (as the case may be) in the Supplemental Plans during the Protection Period in accordance with the terms of the Supplemental Plans in effect immediately prior to the Effective Time and shall be entitled to the benefits under the Supplemental Plans in accordance with the terms of the Supplemental Plans in effect immediately prior to the Effective Time, including, without limitation, the accrual of such benefits and the vesting of such benefits upon reaching the age of 55, regardless of whether or not either (or both) of the Supplemental Plans is amended or terminated after the Effective Time (other than any amendment reasonably agreed to by the Executive and the Company solely for the purpose of complying with Section 409A of the Code).

Section 3.04 Estimated Supplemental Plan Benefits as of July 31, 2007. The Executive’s estimated accrued benefit under the Supplemental Plans as of July 31, 2007 is set forth on Exhibit G, calculated under the terms of the Supplemental Plan, assuming the following: (a) the Executive incurred a “qualifying termination” (as defined under the Separation Plan) on July 31, 2007, (b) such qualifying termination was during the Protection Period, (c) the Executive is vested in his Supplemental Plan benefit on July 31, 2007, and (d) the Executive received the age, benefit accrual service and vesting service under the Separation Plan as provided under Section 3.02.

Section 3.05 Legal Fees. The Company agrees to pay the Executive’s reasonable and substantiated legal fees associated with reviewing and advising the Executive with respect to this Agreement; provided, however, that in no event shall such fees exceed $25,000. The Executive must submit documentation to the Company substantiating the amount of such professional fees within 60 days of the date hereof and the Company will reimburse the Executive for such fees within 10 days after the date of the Company’s receipt of such documentation.

Section 3.06 Death or Disability. If the Executive incurs a Disability or dies before his Employment Termination Date, no payments or other benefits will be due and owing under this Agreement to the Executive or, in the case of his death, to his estate or beneficiary.

In the event of the death of the Executive prior to receipt of all amounts due him under this Agreement, such amounts shall be paid to his estate or, to the extent so provided under the Separation Plan, to his beneficiary.

ARTICLE IV

MISCELLANEOUS

Section 4.01 Tax Gross-Up Payments. Any payment or benefits provided under this Agreement that are subject to the excise tax imposed under Section 4999 of the Code, including, but not limited to any payment under Section 3.02 as a result of a “qualifying termination” (as defined under the Separation Plan), and the accelerated vesting in the Supplemental Plans shall constitute a payment for purposes of calculating the “Total Payments” under Section 6 of the Executive Severance Agreement (“ESA”) between the Executive and the Company in effect on the Effective Time. Any “Gross-Up Payment” (as defined in Section 6 of the ESA) with respect to any amount payable under the Agreement shall be calculated in accordance with, and subject to the procedures and requirements of, Section 6 of the ESA as in effect on the Effective Time (regardless of whether any benefits are payable under the ESA and regardless of any expiration or other termination of the ESA thereafter during the Protection Period). Notwithstanding the foregoing, and subject to the requirement of Section 4.02(a), any Gross-Up Payment shall be paid by the Company within 10 business days of the date of a final determination of the amount of the Gross-Up Payment.

Section 4.02 Compliance with Section 409A of the Code. (a) Notwithstanding anything to the contrary in this Agreement, if the Executive is a “specified employee,” as determined under the Company’s policy for determining specified employees on the Employment Termination Date, all payments, benefits or reimbursements provided under this Agreement that constitute a “deferral of compensation” within the meaning of Section 409A of the Code and that would otherwise be paid or provided during the first six months following such Employment Termination Date shall instead be accumulated through and paid or provided (together with interest at the applicable federal rate under Section 7872(f)(2)(A) of the Code in effect on the Employment Termination Date) on the first business day following the six month anniversary of such Employment Termination Date. Notwithstanding the foregoing, payments delayed pursuant to this Section 4.02 shall commence within 10 calendar days following the Executive’s death prior to the end of the six-month period. It is intended that the amount payable under Section 3.05 of the Agreement constitutes a “short-term deferrals” within the meaning of Section 409A of the Code and therefore shall not be subject to the six-month delay described in this Section 4.02.

(b) It is intended that the payments and benefits provided under this Agreement shall either be exempt from the application of, or comply with, the requirements of Section 409A of the Code. This Agreement shall be construed, administered, and governed in a manner that effects such intent, and the Company shall not take any action that would be inconsistent with such intent.

(c) If any of the payments or benefits received or to be received by the Executive under the Agreement become subjected to any additional tax (or penalties or interest thereon) or interest imposed under Section 409A(a) of the Code, the Company shall pay to the Executive within five (5) business days of the Executive’s written request for payment an additional amount equal to the amount of such additional tax (including penalties and interest thereon) and interest plus any federal, state and local income and employment taxes on the payment of such additional tax (including interest and penalties thereon) and interest. The Executive’s written request for payment (a) shall be accompanied by such evidence as the Company may reasonably request to substantiate the Executive’s obligation to pay such additional tax and to calculate the appropriate amount of the payment provided herein, and (b) must be made no later than ten (10) business days prior to the end of the calendar year next following the calendar year in which the Executive remits the related taxes. If an amount becomes payable under this Section 4.02(c) as a result of a violation of Section 409A of the Code with respect to this Agreement, the Section 409A tax gross-up described in this Section 4.02(c) shall be paid with respect to any plan or arrangement of the Company for which a Section 409A penalty is imposed on the Executive with respect to such other plan or arrangement, but only if such penalty is imposed as a result of a violation of Section 409A with respect to this Agreement and the application of the plan “aggregation” rules under Section 409A of the Code with respect to such other plans and arrangements of the Company.

(d) The Company represents that each of the Arrangements subject to Section 409A of the Code has been administered in “good faith” compliance with Section 409A of the Code within the meaning of Internal Revenue Service Notice 2005-1 (and the proposed and final Treasury regulations issued under Section 409A of the Code) and will be amended (subject to applicable participant consent) to comply with Section 409A of the Code by December 31, 2007 (or such later date as may be permitted by applicable guidance by the Internal Revenue Service or the Treasury Department).

Section 4.03 Release of Claims. Notwithstanding anything contained herein to the contrary, the Company shall not be obligated to make any payment or provide any benefit under this Agreement (a) unless the Executive first executes and does not revoke a release substantially in the form attached hereto as Appendix A no later than 60 days following his Employment Termination Date; and (b) to the extent such payment or benefit is subject to the seven-day revocation period prescribed by the Age Discrimination in Employment Act of 1967, as amended, or to any similar revocation period in effect on the Employment Termination Date, such revocation period has expired. In exchange for the Executive’s execution of the General Release required in this Section 4.03, the Company shall deliver its executed General Release, in substantially the same form attached hereto as Annex 1 to Appendix A.

Section 4.04 Employment Termination Procedure. During the term of this Agreement, any purported termination of the Executive’s employment (other than by reason of death) shall be communicated by written Notice of Termination from one party hereto to the other party hereto in accordance with Section 4.08 hereof. For purposes of this Agreement, a “Notice of Termination” shall mean a written notice that indicates the specific termination provision in this Agreement relied upon, and, if applicable, the notice shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated.

Section 4.05 No Offset or Mitigation. Except to the extent that the Executive (a) has engaged in fraud or actionable willful misconduct, (b) is in breach of this Agreement or any Release executed pursuant to this Agreement or (c) has failed to repay an undisputed amount due to the Company under an agreement between the Executive and the Company, the Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall be absolute and unconditional and shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company or any of its Subsidiaries may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and such amounts shall not be reduced whether or not the Executive obtains other employment.

Section 4.06 Disputes. (a) Any dispute or controversy arising out of or in connection with this Agreement shall, upon a written notice from the Executive to the Company either before suit thereupon is filed or within 20 business days thereafter, be resolved exclusively by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitration proceeding shall be conducted before a panel of three arbitrators sitting in Cincinnati, Ohio with each of the Company and the Executive selecting an arbitrator, with such selected arbitrators then selecting the third arbitrator. Judgment may be entered on the arbitration panel’s award in any court having jurisdiction.

(b) Any legal action concerning this Agreement, other than an arbitration described in paragraph (a) of this Section 4.06, whether instituted by the Company or the Executive, shall be brought and resolved only in a state court of competent jurisdiction located in the territory that encompasses the county in which Cincinnati, Ohio is located. Each of the Company and the Executive hereby irrevocably consents and submits to and shall take any action necessary to subject itself to the personal jurisdiction of that court and hereby irrevocably agrees that all claims in respect of the action shall be instituted, heard, and determined in that court. Each of the Executive and the Company agrees that such court is a convenient forum, and hereby irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of the action. Any final judgment in the action may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

(c) To the fullest extent permitted by applicable law, in the event the Executive prevails on any material issue in dispute, the Company shall pay all costs and expenses, including attorneys’ fees and disbursements, of the Company and the Executive in connection with any legal proceeding (including arbitration), whether or not instituted by the Company or the Executive, relating to the interpretation or enforcement of any provision of this Agreement. The Company shall pay prejudgment interest on any money judgment obtained by the Executive as a result of such proceeding, calculated at the rate provided in Section 1274(b)(2)(B) of the Code. Any reimbursement or payment of amounts provided under this Section 4.06(c), shall be subject to the following rules: (i) the expenses must be incurred during the Executive’s lifetime; (ii) the Executive must submit to the Company a written request for payment or reimbursement, as applicable, together with reasonable evidence that the fees and expenses were incurred, no later than sixty (60) days following the end of the month in which the eligible fees or expenses were incurred; (iii) any reimbursement or payment shall be made by the Company to the Executive within ten (10) calendar days after the Company’s receipt of the Executive’s written request, or such later date as required by Sections 4.02 or 4.03; (iv) the amount of expenses eligible for reimbursement during any calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefits to be provided, during any other calendar year; and (v) the right to reimbursement shall not be subject to liquidation or exchange for another benefit.

Section 4.07 Successors; Binding Agreement. In addition to any obligations imposed by law upon any successor to the Company, the Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all of the business or assets of the Company expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place. The provisions of this Section 4.07 shall continue to apply to each subsequent employer of Executive bound by this Agreement in the event of any merger, consolidation, or transfer of all or substantially all of the business or assets of that subsequent employer. This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees, and legatees.

Section 4.08 Notices. For the purpose of this Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered by facsimile or mailed by reputable overnight mail or United States registered mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth below, 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 actual receipt:

To the Company:

Attn: Brad Baker

Milacron Inc.

2090 Florence Ave.

Cincinnati, Ohio 45206

To the Executive:

At the last known residence address for the Executive reflected on the payroll records of the Company.

Section 4.09 Miscellaneous. Except as otherwise provided in Section 4.02, no provision of this Agreement may be modified, waived, or discharged unless such waiver, modification, or discharge is agreed to in writing and signed by the Executive and an officer of the Company specifically authorized by the Board of Directors of the Company. No waiver by either party hereto at any time of any breach by the other party hereto, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement. The validity, interpretation, construction, and performance of this Agreement shall be governed by the laws of the State of Ohio. Any payments provided for hereunder shall be paid net of any applicable withholding required under federal, state, or local law and any additional withholding to which the Executive has agreed.

Section 4.10 Entire Agreement. This Agreement and the documents specifically referenced herein (as amended as of the Effective Time) shall constitute the entire agreement between the Company and the Executive with respect to the subject matter hereunder and no other agreements, representations, oral or otherwise, express or implied, with respect to such subject matter shall be binding on the Company or the Executive.

Section 4.11 No Contract of Employment. Neither the establishment of the Agreement nor the payment of any benefits under the Agreement shall be construed as giving the Executive, or any person whosoever, the right to be retained in the service of the Company and Executive acknowledges that Executive’s employment is “at-will”.

Section 4.12 Nonalienation of Benefits. None of the payments, benefits or rights of the Executive under the Agreement shall be subject to any claim of any creditor of the Executive (other than the Company as provided in Section 4.05), and, in particular, to the fullest extent permitted by law, all such payments, benefits and rights shall be free from attachment, garnishment, trustee’s process, or any other legal or equitable process available to any creditor of such Executive (other than the Company as provided in Section 4.05). The Executive shall not alienate, anticipate, commute, pledge, encumber or assign any of the benefits or payments which he may expect to receive, contingently or otherwise, under the Agreement.

Section 4.13 Validity. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

Section 4.14 Counterparts. This Agreement may be executed in several counterparts (including by means of facsimile), each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

Section 4.15 Survival. The terms of this Agreement shall survive any termination of the Executive’s employment or expiration of the Protection Period respecting any payments or benefits due to the Executive, or other rights of the Executive hereunder maturing, during the Protection Period.

IN WITNESS WHEREOF, the Company and the Executive have caused this Agreement to be executed as of the date first written above.

EXECUTIVE

By:

Name:

Printed

MILACRON INC.

By:

Name:

Printed

1

SPECIAL EXECUTIVE RETENTION & SEVERANCE AGREEMENT

APPENDIX A

GENERAL RELEASE

1. I,      (the “Executive”), for and in consideration of (i) certain severance benefits to be paid and provided to me by Milacron Inc. (the “Company” and/or “Milacron”) under the Special Executive Retention & Severance Agreement (the “Agreement”) and (ii) the Company’s execution of a release in favor of the Executive, on the date this General Release becomes irrevocable, substantially in the form attached hereto as Annex 1, and conditioned upon such payments and provisions, do hereby REMISE, RELEASE, AND FOREVER DISCHARGE Company and each of its past or present subsidiaries and affiliates, its and their past or present officers, directors, shareholders, employees and agents, their respective successors and assigns, heirs, executors and administrators, the pension and employee benefit plans of the Company, or of its past or present subsidiaries or affiliates, and the past or present trustees, administrators, agents, or employees of the pension and employee benefit plans (hereinafter collectively referred to herein as “Releasees” and included within the term the “Company”), acting in any capacity whatsoever, of and from any and all manner of actions and causes of actions, suits, debts, claims and demands whatsoever in law or in equity, which I ever had, now have, or hereafter may have, or which my heirs, executors or administrators hereafter may have, by reason of any matter, cause or thing whatsoever from the beginning of my employment with the Company to the date of these presents and particularly, but without limitation of the foregoing general terms, any claims arising from or relating in any way to my employment relationship and the termination of my employment relationship with the Company, including but not limited to, any claims which have been asserted, could have been asserted, or could be asserted now or in the future under any federal, state or local laws, including any claims under the Ohio Revised Code, the Rehabilitation Act of 1973, 29 USC Sections 701 et seq., as amended, Title VII of the Civil Rights Act of 1964, 42 USC Sections 2000e et seq., as amended, the Civil Rights Act of 1991, 2 USC Sections 601 et seq., as applicable, the Age Discrimination in Employment Act of 1967, 29 USC Sections 621 et seq., as amended (“ADEA”), the Americans with Disabilities Act, 29 USC Sections 706 et seq., and the Employee Retirement Income Security Act of 1974, 29 USC Sections 301 et seq., as amended, any contracts between the Company and me and any common law claims now or hereafter recognized and all claims for counsel fees and costs; provided, however, that this Release shall not apply to any entitlements under the terms of the Agreement, any applicable Executive Severance Agreement or Executive/Retention Separation Plan, or under any other plans or programs of the Company in which I participated and under which I have accrued and become entitled to a benefit other than under any Company separation or severance plan or programs.

Notwithstanding the foregoing, I understand that I shall continue to be indemnified by the Company as to any liability (including, without limitation, amounts paid in settlement), cost or expense (including, without limitation, reasonable attorneys fees and costs) for which I would have been indemnified and insured during employment, in accordance with and subject to the Company’s certificate of incorporation or insurance coverages in force for employees of the Company serving in executive capacities for actions taken on behalf of the Company within the scope of my employment by the Company.

2. Subject to the limitations of paragraph 1 above, Executive expressly waives all rights afforded by any statute which expressly limits the effect of a release with respect to unknown claims. Executive understands the significance of this release of unknown claims and the waiver of statutory protection against a release of unknown claims.

3. Executive hereby agrees and recognizes that his employment by the Company was/will be permanently and irrevocably severed on      , 20     and the Company has no obligation, contractual or otherwise to him to hire, rehire or reemploy him in the future. Executive acknowledges that the terms of the Agreement provide him with payments and benefits which are in addition to any amounts to which he otherwise would have been entitled.

4. Executive hereby agrees and acknowledges that the payments and benefits provided by the Company are to bring about an amicable resolution of his employment arrangements and are not to be construed as an admission of any violation of any federal, state or local statute or regulation, or of any duty owed by the Company and that the Agreement was, and this Release is, executed voluntarily to provide an amicable resolution of his employment relationship with the Company.

5. Executive hereby acknowledges that nothing in this Release shall prohibit or restrict him from: (i) making any disclosure of information required by law; (ii) providing information to, or testifying or otherwise assisting in any investigation or proceeding brought by, any federal regulatory or law enforcement agency or legislative body, any self-regulatory organization, or the Company’s designated legal, compliance or human resources officers; (iii) filing, testifying, participating in or otherwise assisting in a proceeding relating to an alleged violation of any federal, state or municipal law relating to fraud, or any rule or regulation of the Securities and Exchange Commission or any self-regulatory organization; or (iv) filing, testifying, participating in or otherwise assisting in a proceeding before the Equal Employment Opportunity Commission or its state-law equivalents.

6. Executive represents that he has not filed any claims against any of the Releasees with any local, state, or federal agency, department, or court, and does not claim an interest in any such Claims. Executive also waives the right to recover any damages or other relief in any Claims brought by or through the Equal Employment Opportunity Commission or any other local, state, or federal agency, department, or court.

7. Exclusively as this Agreement pertains to the Executive’s release of Claims under the Age Discrimination in Employment Act, Executive, pursuant to and in compliance with rights afforded him under the Older Workers Benefit Protection Act: (i) is advised to consult with an attorney prior to executing this General Release; (ii) is afforded twenty-one (21) days within which to consider this General Release; and (iii) is afforded seven (7) days following execution of this General Release to revoke it. Executive understands that he has the right to revoke this General Release for a period of seven days following execution by giving written notice to the Company at 2090 Florence Avenue, Cincinnati, Ohio 45206, Attention: General Counsel. It is agreed that this General Release shall not become effective and enforceable until the seven (7) day revocation period expires. Executive’s knowing and voluntary execution of this Agreement is an express acknowledgment and agreement that he had the opportunity to review this Agreement with his attorney; that Executive was afforded twenty-one (21) days to consider it before executing it; that Executive agrees this General Release is written in a manner that enables him to fully understand its content and meaning; and that Executive is being given seven (7) days to revoke the Agreement.

8. Executive shall return to the Company any and all property belonging to the Company or any of the Releasees (and all copies thereof), including, but not limited to, any credit cards, computers, other equipment, records, files, customer lists, computer disks, and all other information developed during or relating to the business of the Company.

9. Executive upon request of the Company shall make himself reasonably available to and cooperate with the Company or any of the Releasees and its/their counsel in responding to, preparing for, and testifying, if necessary, in connection with any matter(s) or claim(s) involving the Company or any of the Releasees.

10. Executive agrees that during the course of his employment with the Company, Confidential Information belonging to Company and Releasees was provided and/or was available to him. Executive agrees he will not, at anytime divulge the contents of any such Confidential Information to any person or entity. Executive further agrees he will not at anytime use the contents of any such Confidential Information for any purpose whatsoever. “Confidential Information” shall include, but not be limited to, the identity of the Company or the Releasee’s customers, customer lists, suppliers, and all materials, documents and facts concerning the methods, techniques, devices and operations of the Company and the Releasees. Executive acknowledges and agrees that all Confidential Information and all other proprietary items of the Company and the Releasees are unique and special assets of the Company and the Releasees, and that he does not have nor can he acquire any right therein or claim thereto.

11. Should Executive breach any terms of this General Release, the Company may stop making any payments which still may be due, and Executive shall repay immediately, upon demand of the Company, all amounts paid to him under the terms of the Agreement, in addition to any additional damages above that amount which the Company can prove.

12. Executive hereby certifies that he has read the terms of this General Release, that he has been advised by the Company to discuss it with his attorney, that he has received the advice of counsel and that he understands its terms and effects. Executive acknowledges, further, that he is executing this General Release of his own volition with a full understanding of its terms and effects and with the intention of releasing all claims recited herein in exchange for the consideration described in the Agreement, which he acknowledges is adequate and satisfactory to him. None of the above-named persons, nor their agents, representatives, or attorneys have made any representations to the Executive concerning the terms or effects of this General Release other than those contained herein.

Intending to be legally bound hereby, I execute the foregoing General Release this      day of      , 20      .

EXECUTIVE

By:

Name:

Printed

MILACRON INC.

By:

Name:

Printed

Title:

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ANNEX 1

GENERAL RELEASE

1. Milacron Inc. (the “Company”) on its behalf and on behalf of its subsidiaries and affiliates, their officers, directors, partners, employees and agents, their respective successors and assigns, heirs, executors and administrators (hereinafter collectively included within the term “Company”), for and in consideration of      (the “Executive”) executing the general release of claims against Company dated      (the “Executive’s Release of Company”), and other good and valuable consideration, does hereby REMISE, RELEASE, AND FOREVER DISCHARGE the Executive, his assigns, heirs, executors and administrators (hereinafter collectively included within the term “Executive”), acting in any capacity whatsoever, of and from any and all manner of actions and causes of actions, suits, debts, claims and demands whatsoever in law or in equity, which it ever had, now have, or hereafter may have, by reason of any matter, cause or thing whatsoever from the beginning of the Executive’s employment with Company to the date of this Release arising from or relating in any way to the Executive’s employment relationship and the termination of his employment relationship with Company, including but not limited to, any claims which have been asserted, could have been asserted, or could be asserted now or in the future under any federal, state or local laws, any contracts between Company and the Executive, other than the Executive’s Release of Company, and the Proprietary Rights Agreement entered into by the Executive on      , and any common law claims now or hereafter recognized and all claims for counsel fees and costs, but in no event shall this release apply to any action attributable to a criminal act or to an act or conduct that will likely result in material harm to the Company.

2. Subject to the limitations of paragraph 1 above, the Company expressly waives all rights afforded by any statute which expressly limits the effect of a release with respect to unknown claims. Company understands the significance of this General Release of unknown claims and the waiver of statutory protection against a release of unknown claims.

3. Company hereby certifies that it has been advised by counsel in the preparation and review of this Release.

Intending to be legally bound hereby, Company executes the foregoing Release this      day of      , 20     .

MILACRON INC.

By:

Name:

Printed

Title:

EXECUTIVE

By:

Name:

Printed

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