EX-10.5






Exhibit 10.5




MILACRON INC.

RETIREMENT & TRANSITION AGREEMENT FOR RONALD D. BROWN




     THIS RETIREMENT & TRANSITION AGREEMENT FOR RONALD D. BROWN (the “Agreement”) is made as of
April 17, 2008 by and between Milacron Inc., a Delaware corporation (the “Company”) and Ronald D.
Brown (the “Executive”).



WITNESSETH:




     WHEREAS, the Executive intends to retire from the Company as President and Chief Executive
Officer; and



     WHEREAS, the Company has not identified a successor for the Executive and the Company desires
to retain the Executive as President and Chief Executive Officer of the Company until such
successor is identified and assumes the Executive’s responsibilities.



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



ARTICLE I




PURPOSE




     The purpose of this Agreement is to provide the Executive certain retirement benefits and to
ensure that the Executive’s responsibilities as President and Chief Executive Officer are
successfully transitioned to the Executive’s successor.



ARTICLE II




DEFINITIONS




     Section 2.01 “Administrator” shall mean the Committee.



     Section 2.02 “Agreement” shall mean this Retirement & Transition Agreement for Ronald D.
Brown.



     Section 2.03 “Benefit” or “Benefits” shall mean the benefits of the type that the Executive is
entitled to receive pursuant to Article III of the Agreement.



     Section 2.04 “Benefit Period” shall mean the twenty-four month period commencing on the
Retirement Date.



     Section 2.05 “Board” or “Board of Directors” shall mean the Board of Directors of Milacron
Inc.



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     Section 2.06 “Bonus” shall mean 100% of the bonus earned by the Executive (or that would have
been earned by the Executive) under the Milacron Inc. 2002 Short-Term Incentive Plan (“STIP”) or
similar successor or substitute annual incentive plan or program had the Executive remained
employed and a participant in the STIP through the end of the applicable “plan year” (as defined in
the STIP), provided, the amount so earned will be based on achievement of Company-wide objective
performance goals applicable thereunder (with Executive deemed to have fully satisfied any
individual performance goals) without any exercise of negative discretion by the Committee to
reduce the amounts so earned and assuming (i) the 2008 annual rate of “salary” (as defined in the
STIP) is deemed to be in effect for each applicable plan year and (ii) the Executive’s potential
base incentive award percentage under Section 5.1 of the STIP will be 100% for the 2008 plan year
and 80% for the 2009 and 2010 plan years (or such other percentage that would otherwise be
applicable to the Executive in any similar successor or substitute annual incentive plan or program
and with the final STIP award amount being more or less than, or equal to, the base incentive award
percentage, depending on performance as provided under the terms of the STIP). For purposes of
Section 3.01(b), Bonus is the sum of: (i) the Bonus for the 2008 and 2009 plan years and (ii) a
pro-rated Bonus for the 2010 plan year, with such proration to be determined by multiplying the
amount of the Bonus earned in 2010 by a fraction, the numerator of which is the number of days of
the Benefit Period during the 2010 plan year, and the denominator of which is 365.



     Section 2.07 “CEO” shall mean the Chief Executive Officer of Milacron Inc., or if there is no
CEO, then the highest ranking officer of the Company.



     Section 2.08 “Code” means the Internal Revenue Code of 1986, as amended.



     Section 2.09 “Committee” shall mean the Personnel and Compensation Committee of the Board of
Directors.



     Section 2.10 “Company” shall mean Milacron Inc.



     Section 2.11 “Disability” shall be as defined under the Company’s long-term disability plan.



     Section 2.12 “Executive” shall mean Ronald D. Brown



     Section 2.13 “Long-Term Incentive Plan” shall mean the Milacron Inc. 2004 Long-Term Incentive
Plan approved by the Company’s stockholders and effective April 1, 2004, together with all
predecessor and similar successor or substitute intermediate and/or long-term incentive
compensation plans or programs.



     Section 2.14 “Retirement” shall mean the Executive’s voluntary termination of employment after
May 8, 2008 and on or before December 31, 2008, unless the Board and Executive hereafter agree to
any later date, that constitutes a “separation from service” within the meaning of Section 409A of
the Code.



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     Section 2.15 “Retirement Date” shall mean the earlier to occur of (a) the last day of the
30-day period described in Section 3.03(b) or (b) December 31, 2008, unless the Board and Executive
hereafter agree to any later date in which Executive’s Retirement occurs.



     Section 2.16 “Salary” shall mean an amount equal to the annual rate of the Executive’s base
salary payable to the Executive in all capacities with the Company for 2008.



     Section 2.17 “Separation Plan” shall mean the Milacron Inc. Executive Retention/Separation
Plan.



     Section 2.18 “Subsidiary” shall mean any entity of which the Company owns, directly or
indirectly, more than 50% of the voting securities.



     The capitalized terms used in this Agreement shall have the meanings given them in this
Article II, unless otherwise defined herein.



ARTICLE III




ENTITLEMENT TO AND DESCRIPTION OF BENEFITS




     Section 3.01 Cash and Other Benefits. Upon the Executive’s Retirement and subject to his
satisfaction of the conditions specified in Section 3.03 of the Agreement, the Executive shall be
entitled to receive the following Benefits as well as those referred to under Section 3.02: (a) a
cash severance Benefit equal to 24 months of the Executive’s aggregate Salary to which the
Executive would have been entitled during the Benefit Period, (b) a Bonus as determined in
accordance with Section 2.06, (c) any accrued but unpaid vacation pay, any similar unpaid items
that have accrued and to which the Executive has become entitled as of his Retirement Date,
including declared but unpaid Bonuses and unreimbursed employee business expenses, (d) a stipend of
$52,500 to cover miscellaneous transition expenses including one year of appropriate outplacement
assistance, one year of financial and other similar planning, and legal fees, (e) the Executive
shall continue to be covered under the Company’s group medical and dental plan (such coverage and
terms thereof shall be identical to that provided to similarly-situated Company executives then
working for the Company and such coverage shall run concurrent with, and then extend beyond, as
applicable, the maximum period of coverage provided under COBRA), long-term disability plan and
life insurance plan for the Benefit Period; and (f) the Benefit Period will be counted as
additional age and service for vesting and benefit accrual entitlement purposes under all of the
Company’s supplemental pension plans; including the Supplemental Retirement Plan and the
Supplemental Executive Retirement Plan (collectively, the “Supplemental Plans”), it being
acknowledged that Executive will be fully vested in such accrued benefit thereby (if not otherwise
vested); provided, however, that the amount of Benefits to which the Executive is entitled under
this Agreement shall not be included in the calculation of his Highest Average Compensation (as
defined under the Supplemental Plans) in connection with the benefits to which the Executive is
entitled under the Supplemental Plans, provided that the 2007 bonus paid in 2008 under the STIP
will be included in computing his 2008 Compensation for the purpose of determining Highest Average
Compensation.



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     Section 3.02 Long-Term Incentive Plan Benefits. In addition to the Benefits payable under
Section 3.01, the Executive’s outstanding Long-Term Incentive Plan awards shall be treated as
follows:



          (a) The Benefit Period will be counted as service for vesting purposes for all stock options
and stock appreciation rights. All stock options and stock appreciation rights shall otherwise
remain in effect for a period of 30 days following the end of the Benefit Period, but not longer
than the remainder of their stated term, as set forth in the agreements and/or Agreements governing
such awards. For the avoidance of doubt, on the Retirement Date, Executive shall be entitled to
any “retirement” vesting and exercise benefits provided in accordance with the terms of such
respective award agreement (if not otherwise qualifying as “retired” thereunder) if more favorable
to Executive than that provided in this paragraph (a) above.




          (b) The Benefit Period will be counted as service for vesting purposes for all long-term cash,
restricted stock, stock units, deferred units and/or performance share awards. In addition, the
long-term cash, restricted stock, stock units, deferred units and/or performance share awards shall
remain in effect for the restriction period and/or performance period as set forth in the
agreements and/or plans governing such awards and any awards thereunder shall be prorated (in the
case of performance-based awards, only if the Company attains the applicable performance target(s),
determined as and when determined under the applicable award agreement(s)) by multiplying the award
by a fraction, the numerator of which is the number of days between the award date and the last day
of the Benefit Period, and the denominator of which is the number of days of the award restriction
and/or performance period; provided, on the Retirement Date, Executive shall be deemed “retired”
for vesting purposes under each such respective award agreement (if not otherwise qualifying as
“retired” thereunder) and to have active employment service for the duration of the Benefit Period
for any performance period for the purpose of earning any performance-based long-term incentive
award granted prior to the date hereof, if more favorable to Executive than that provided in this
subparagraph (b) above.




     Section 3.03 Conditions to Entitlement to Benefit. To be eligible to receive any Benefits
under the Agreement upon his Retirement, the Executive must (a) continue as President and CEO of
the Company and perform the duties of the President and CEO through the date in which the
Executive’s successor assumes the responsibilities as CEO (or until December 31, 2008 if earlier),
(b) continue as an employee of the Company for a period of 30 days after the date the Executive’s
successor assumes the duties of CEO (or until December 31, 2008 if earlier), (c) cease his
employment on the Retirement Date, and (d) execute (and not revoke during the seven-day revocation
period prescribed by the Age Discrimination in Employment Act of 1967, as amended, or any similar
revocation period, if applicable) the General Release substantially in the form attached hereto as
Appendix A no later than 60 days following the Retirement Date. In addition, by accepting payment
of any Benefit or any benefit under the Company’s Supplemental Plans, the Executive agrees not to
be employed, or consult (in each case for a period of 2 years), in any business which is, or is
about to be, engaged in a business of the same or substantially the same nature as the business of
the Company or its subsidiaries without prior written consent of the Company, and breach of this
agreement by the Executive shall be cause for termination of



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payment of the Benefits provided hereunder (and this sentence shall be regarded as an
amendment of and shall supersede and replace any covenant restricting Executive’s post-employment
activities set forth in the Supplemental Plans.).



     Section 3.04 Further Company Obligations. In exchange for, and as consideration for the
Executive delivering his executed General Release referred to above, the Company shall deliver its
executed General Release, in substantially the same form attached hereto as Annex 1 to Appendix A.



     Section 3.05 Method of Payment. The cash Benefits to which the Executive is entitled, as
determined pursuant to Section 3.01, as applicable, shall be paid in one or more lump sums, as
provided in this paragraph below, subject to all employment and withholding taxes applicable to the
type of payments made. For Benefits payable pursuant to Section 3.01, the Salary, financial
planning and legal fee portion of the Benefit, together with interest provided under Section 6.01,
will be paid within 30 days from the later of: (i) six months after Executive’s Retirement Date;
or (ii) after the expiration of any revocation period for the General Release signed by the
Executive pursuant to Section 3.03, the outplacement benefit under Section 3.01(d) shall be paid or
provided as soon after expiration of the revocation period of the General Release as may be
requested by Executive (to the extent not required to be postponed to a later date pursuant to
Section 409A(2)(B)(i) of the Code and Treasury regulations thereunder), and the Bonus portion of
the Benefit will be paid at the same time as all other STIP payments are paid for the applicable
performance period.



     The Long-Term Incentive Plan awards, referred to in Section 3.02(b), will be determined, paid
in the form, paid at the time (subject to Section 6.01), and paid subject to applicable
withholding, all as provided in the respective award agreement(s), as modified in Section 3.02(b).



     The taxable welfare benefits described in Section 3.01(e) (excluding the disability benefit
and death benefit) are intended to be exempt from Section 409A of the Code as exempt medical
reimbursement benefits and in-kind medical benefits. In the event these benefits are not so exempt
from Section 409A of the Code, then the benefits provided in Section 3.01(e) shall be subject to
the following additional rules: (i) the Executive must request reimbursement of eligible expenses
(to the extent required) within 120 days of the end of the tax year in which the expense is
incurred, (ii) the Company will reimburse the Executive within 90 days of the date the expense
reimbursement request is received in writing from the Executive (or such later date required in
Section 6.01), (iii) the benefits provided in Section 3.01(e) may not be exchanged for cash or
another benefit, and (iv) benefits payable or provided under Section 3.01(e) in one year may not
affect the amount of benefits payable or provided in another year.



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



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     If the Executive incurs a Disability or dies after his Retirement Date, the Committee shall
cause any Benefits and other amounts due under the Agreement to be paid to the Executive or, in the
case of his death, to the Executive’s designated beneficiary or to his estate.



     The Executive’s beneficiary designation shall be made in the manner, and at the time,
prescribed by the Committee in its reasonable discretion. In the absence of an effective
beneficiary designation hereunder, the Executive’s estate shall be deemed to be the designated
beneficiary.



     Section 3.07 Nonduplication of Benefits. In the event of the payment of benefits under the
Executive Severance Agreement, if any, applicable to the Executive, related to the termination of
the Executive, the Executive Severance Agreement shall continue in full force and effect and the
Executive only shall be entitled to the benefits provided thereunder, so that there shall be no
duplication of Benefits provided under this Agreement.



     Section 3.08 Coordination of Benefits. The Separation Plan shall remain in effect and
Executive shall be a participant thereunder until the Executive’s Retirement Date, provided,
however, the Executive shall not be entitled to benefits under the Separation Plan unless he incurs
a “qualifying termination” (as defined in the Separation Plan) before the Executive’s Retirement
Date; provided in the event of a “qualifying termination “ thereunder, Executive shall be entitled
to all Benefits and other rights and amounts due him and shall be subject to all obligations under
this Agreement in lieu of amounts and benefits due him and obligations under the Separation Plan.
The Company and the Executive agree that the Executive will not become entitled to benefits under
the Separation Plan solely as a result of the decrease in the Executive’s responsibilities in
connection with the Executive’s successor assuming the responsibilities of CEO and/or President;
provided, however, the Company agrees that the Executive will continue to be entitled to the same
compensation and benefits previously extended to the Executive in 2008 through the Retirement Date.



ARTICLE IV




ADMINISTRATION




     The Committee or its designee shall, on the basis of information supplied by the Company,
calculate the amount of the Benefits payable to the Executive, and determine the manner and time of
payment of the Benefits consistent with the provisions hereof, which type and amount of benefits
shall be determined by the Committee and communicated to the Executive. The Company shall make
such payments as so determined to be due to the Executive. If a dispute with the Executive arises,
such dispute shall be resolved in accordance with Section VII hereof.



ARTICLE V




TERM, AMENDMENT AND TERMINATION




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     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.



ARTICLE VI




COMPLIANCE WITH SECTION 409A AND OTHER MATTERS




     Section 6.01 Payments to Specified Employees. 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 his Retirement 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 Retirement 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 Retirement Date) on the first business day following the six month
anniversary of such Retirement Date. Notwithstanding the foregoing, payments delayed pursuant to
this Section 6.01 shall commence within 10 calendar days following the Executive’s death prior to
the end of the six-month period.



     Section 6.02 Administered in Compliance with Section 409A. 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.



     Section 6.03 Indemnification.



     (a) 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 6.03 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 6.03 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



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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. Without limiting the foregoing provisions of this paragraph (a), the
provisions of Section 3 of the Notice of Amendment of Award between Executive and the Company,
dated October 1, 2007, shall continue in full force and effect with respect to the “awards” (as
defined therein) thereunder from and after the date of this Agreement.



     (b) The Company will continue to indemnify Executive in accordance with the Indemnification
Agreement between the Company and Executive, dated April 7, 2007, which Indemnification Agreement
will survive Executive’s Retirement or termination of employment for any other reason. The Company
will continue to cover Executive under any contract of officers and directors liability insurance
(“D&O”) under which the Company covers the Board and officers. Any D&O shall apply during
Executive’s employment as an officer and service as a member of the Board and for all periods
following a termination of his employment and cessation of service as a member of the Board during
which he may be subject to liability for any act or omission occurring during his employment with
the Company as an officer or service as a member of the Board.



     (c) For the avoidance of doubt, Section 4.01 of the Special Executive Retention & Severance
Agreement between the Company and Executive, dated October 1, 2007 (“Special Executive Retention &
Severance Agreement”), and Section 6 of the Executive Severance Agreement between the Company and
Executive, dated July 2, 2003 (“Executive Severance Agreement”), are incorporated herein by
reference and shall apply with full force and effect as if stated herein during Executive’s
continued employment and shall survive the termination of Executive’s employment for any reason.



ARTICLE VII

DISPUTES




     Section 7.01 Arbitration. 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.



     Section 7.02 Jurisdiction. Any legal action concerning this Agreement, other than an
arbitration described in Section 7.01, 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



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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.



     Section 7.03 Costs and Expenses. 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 7.03, 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 Section 6.01 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 (iv) the right to reimbursement shall
not be subject to liquidation or exchange for another benefit.



ARTICLE VIII




MISCELLANEOUS




     Section 8.01 Nonalienation of Benefits. Subject to Section 3.03, none of the payments,
Benefits or rights of the Executive shall be subject to any claim of any creditor, 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. No Executive shall have the right to 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 8.02 No Contract of Employment. Neither the establishment of the Agreement, nor any
modification thereof, nor the creation of any fund, trust or account, nor the payment of any
Benefits shall be construed as giving any Executive, or any person whosoever, the right to be
retained in the service of the Company, and all Executives shall remain subject to discharge to the
same extent as if the Agreement had never been adopted.



     Section 8.03 Entire Agreement. Except as may be provided in the Executive Severance Agreement,
Special Executive Retention & Severance Agreement and the Separation Plan, this Agreement and the
documents specifically referenced herein shall constitute the entire agreement



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between the Company and the Executive with respect to the Benefits promised hereunder and no
other agreements, representations, oral or otherwise, express or implied, with respect to such
Benefits shall be binding on the Company; provided, however, that in the case of any conflict
between the terms of the Agreement and the Executive Severance Agreement, if any, between the
Executive and the Company, the provisions of the Executive Severance Agreement shall control.



     Section 8.04 Severability of Provisions. If any provision of the Agreement shall be held
invalid or unenforceable, such invalidity or unenforceability shall not affect any other provisions
hereof, and the Agreement shall be construed and enforced as if such provisions had not been
included.



     Section 8.05 Successors, Heirs, Assigns, and Personal Representatives. The Agreement shall be
binding upon the heirs, executors, administrators, successors and assigns of the parties, including
each Executive, present and future.



     Section 8.06 Headings and Captions. The headings and captions herein are provided for
reference and convenience only, shall not be considered part of the Agreement, and shall not be
employed in the construction of the Agreement.



     Section 8.07 Gender and Number. Except where otherwise clearly indicated by context, the
masculine and the neuter shall include the feminine and the neuter, the singular shall include the
plural, and vice-versa.



     Section 8.08 Unfunded Agreement. The Agreement shall not be funded. The Company may, but shall
not be required to, set aside or earmark an amount necessary to provide the Benefits specified
herein (including the establishment of trusts). In any event, the Executive shall not have any
right to, or interest in, any assets of the Company.



     Section 8.09 Payments to Incompetent Persons, Etc. Any Benefit payable to or for the Benefit
of a minor, an incompetent person or other person incapable of receipting therefor shall be deemed
paid when paid to such person’s guardian or to the party providing or reasonably appearing to
provide for the care of such person, and such payment shall fully discharge the Company, the
Committee and all other parties with respect thereto.



     Section 8.10 Controlling Law and Nature of Agreement. The Agreement shall be construed and
enforced according to the laws of the State of Ohio.



     Section 8.11 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:



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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 8.12 Professional Fees. The Company shall pay Executive’s reasonable professional fees
incurred to negotiate and prepare this Agreement and all related agreements therewith. The amount
paid pursuant to this Section 8.12 shall be applied to reduce any legal fees payable to the
Executive under Section 3.01(d) hereof.



     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	 	 






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RETIREMENT & TRANSITION AGREEMENT




APPENDIX A




GENERAL RELEASE




     1. I, Ronald D. Brown (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”) and other
obligations of the Company undertaken under the Retirement & Transition Agreement between the
Company and Executive, dated April 17, 2008 (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, Special Executive Retention &
Severance Agreement or the 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.



     Executive specifically acknowledges this Agreement releases claims under the Age
Discrimination in Employment Act, as amended; and the Older Workers Benefit Protection Act.



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     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. 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



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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. The Company will pay Executive’s reasonable expenses incurred
in connection therewith, including attorneys fees and travel expenses (at a level of comfort
consistent with his travel while Chief Executive Officer).



     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



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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 Ronald D. Brown (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.



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     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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