**Exhibit 10.13**
**EXECUTIVE SEVERANCE AGREEMENT**, made this day of December 1, 2004,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 thebest interests of the Company’s stockholders to have the continuous employment of key managementpersonnel. The Board recognizes that the possibility of a change in control of the Company existsand the uncertainty it may raise among management may result in the departure or distraction ofmanagement personnel to the detriment of the Company and its stockholders.
          WHEREAS, the Board has determined that the Company should reinforce and encourage thecontinued attention and dedication of key members of the Company’s management to their assignedduties without distraction by circumstances arising from the possibility of a change in control ofthe Company.
          NOW, THEREFORE, to induce the Executive to remain employed by the Company and in considerationfor the Executive’s agreement to remain so employed in certain circumstances, the Company agreesthat the Executive shall receive the benefits set forth in this Agreement under the circumstancesdescribed below.
          1. Term of Agreement. This Agreement shall commence on the date hereof and shallcontinue in effect through December 31, 2005; provided, however, that commencing onJanuary 1, 2006, and each January 1 thereafter, the term of this Agreement shall automatically beextended for one additional year unless the Company gives notice not later than September 30 of thepreceding 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 continuein effect for a period of 24 months beyond the term provided herein if a Change in Control of theCompany occurs during such term. Notwithstanding anything to the contrary stated herein, thisAgreement shall terminate prior to the dates set forth
 

 

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above without further acts by either party upon (a) termination of the Executive’s employmentbefore a Change in Control, (b) termination of the Executive’s employment by the Company after aChange 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’sdeath or by the Executive for other than Good Reason (as defined in Section 4 hereof), or (d)completion by the Company of all of its obligations in the event benefits shall become payablehereunder.
          2. Change in Control. No benefits shall be payable hereunder unless there shall havebeen a Change in Control of the Company during the term of this Agreement. For purposes of thisAgreement, a “Change in Control” occurs if:
          (a) a Person or Group other than a trustee or other fiduciary of securities held under anemployee 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 powerof the Company’s then outstanding stock and securities; provided, however, that forpurposes of this subsection (a), the following acquisitions shall not constitute a Change ofControl: (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 theCompany or any corporation controlled by the Company or (iv) any acquisition by any corporationpursuant 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 anyindividual becoming a director whose election, or nomination for election by the Company’sstockholders, was approved by a vote of at least 60% of the directors then comprising the IncumbentBoard shall be considered as though such individual was a member of the Incumbent Board, butexcluding, for this purpose, any such individual whose initial assumption of office occurs as aresult of an
 

 

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actual or threatened election contest with respect to the election or removal of directors orother actual or threatened solicitation of proxies or consents by or on behalf of a Person or Groupother 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 theCompany outstanding immediately prior to such merger, consolidation or transaction continuing torepresent (either by remaining outstanding or by being converted into voting securities of thesurviving entity or any parent thereof) at least 66 2/3% of the combined voting power of the stock andsecurities of the Company or such surviving entity or any parent thereof outstanding immediatelyafter such merger, consolidation or transaction, or (ii) a merger, consolidation or transactioneffected to implement a recapitalization of the Company (or similar transaction) in which no Personor Group is or becomes the Beneficial Owner, directly or indirectly, of stock and securities of theCompany representing more than 20% of the combined voting power of the Company’s then outstandingstock and securities;
          (d) the sale or disposition by the Company of all or substantially all of the Company’s assetsother than a sale or disposition by the Company of all or substantially all of the assets to anentity at least 66 2/3% of the combined voting power of the stock and securities of which is owned byPersons in substantially the same proportions as their ownership of the Company’s voting stockimmediately prior to such sale; or
          (e) the stockholders of the Company approve a plan of complete liquidation or dissolution ofthe 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 Rule12b-2 promulgated under the Exchange Act) of the Company, (iii) an underwriter temporarily holdingsecurities pursuant to an offering of such securities, or (iv) a corporation owned, directly orindirectly, by
 

 

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stockholders of the Company in substantially the same proportions as their ownership of theCompany. “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 thefollowing 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 applicableannual bonus program (the “Annual Bonus Program”) for the year in which such Change in Controloccurs, the amount of which shall be equal to the Executive’s target or base incentive bonuspossible under the Annual Bonus Program for that year;
          (c) a lump sum cash payment of all earned but unpaid amounts under the Annual Bonus Programunless the Executive elects prior to such Change in Control to defer such distribution under and inaccordance with the Company’s Compensation Deferral Plan.
          The payments under this Section 3 shall be made on the effective date of the Change inControl.
          4. Termination Following Change in Control. The Executive shall be entitled to thebenefits 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’semployment by the Company for any reason other than for Cause or Disability or due to theExecutive’s death, or (ii) the Executive’s termination of employment for “Good Reason” (as definedin this Section 4).
          (a) Disability. If the Executive is absent from duties with the Company on afull-time basis for twelve (12) consecutive months due to a physical or mental
 

 

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incapacity, and the Executive has not returned to the full-time performance of the Executive’sduties within thirty (30) days after written Notice of Termination is given to the Executive by theCompany, such termination shall be considered to be termination by the Company for “Disability” forpurposes of this Agreement.
          (b) Cause. The Company may terminate the Executive’s employment for Cause. Forpurposes of this Agreement only, the Company shall have “Cause” to terminate the Executive’semployment hereunder only on the basis of (x) the Executive’s fraud on, or misappropriation orembezzlement of assets of, the Company that causes material harm to the Company or (y) theExecutive’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 mentalillness or any such actual or anticipated failure after the issuance of a Notice of Termination, asdefined 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 thissentence only if such action constituting Cause has not been corrected or cured by the Executivewithin 30 days after the Executive has received written notice from the Company of the Company’sintent to terminate the Executive’s employment for Cause and specifying in detail the basis forsuch termination. For purposes of this paragraph, no act, or failure to act, on the Executive’spart shall be considered “willful” unless done, or omitted to be done, by the Executive in badfaith and without reasonable belief that the Executive’s action or omission was in the bestinterests of the Company.
          (c) Good Reason. The Executive shall be entitled to terminate the Executive’semployment for Good Reason at any time during the term of this Agreement following a Change inControl. For purposes of this Agreement, “Good Reason” shall exist in the event of the occurrenceof 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, theExecutive’s position, duties, responsibilities and status with the
 

 

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Company immediately prior to a Change in Control, an adverse change in the Executive’s titlesor offices as in effect immediately prior to a Change in Control, or any removal of the Executivefrom, or any failure to reelect the Executive to, any of such positions, except in connection withthe Executive’s termination of employment for Disability or Cause or as a result of the Executive’sdeath 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 aChange in Control or as the same may be increased from time to time during the term of thisAgreement;
          (iii) the Company’s failure to continue any benefit plan or arrangement (including, withoutlimitation, the Company’s life insurance, post-retirement benefits, and comprehensive medical plancoverage) in which the Executive participated at the time of a Change in Control withoutimplementing at such time plans or arrangements providing the Executive with substantially similarbenefits (hereinafter referred to as “Benefit Plans”), or any action by the Company that wouldadversely affect the Executive’s participation in or materially reduce the Executive’s benefitsunder any such Benefit Plan or deprive the Executive of any material fringe benefit enjoyed by theExecutive at the time of a Change in Control;
          (iv) the Company’s failure to continue in effect, or continue payments under, any incentiveplan or arrangement (including, without limitation, any equity-based plan or arrangement) in whichthe 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’sparticipation in any such Incentive Plans or reduce the Executive’s benefits under any suchIncentive Plans;
          (v) a relocation of the Company’s principal executive offices to a location outside theCincinnati, Ohio metropolitan area or relocation of the Executive’s primary workplace to any placeother than the location at which the Executive performed the Executive’s duties immediately priorto a Change in Control;
 

 

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          (vi) the Company’s failure to provide the Executive with the number of paid vacation days towhich 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 aNotice of Termination satisfying the requirements of Section 4(d).
          (d) Notice of Termination. Any purported termination of the Executive by the Companyor by the Executive shall be communicated by written Notice of Termination to the other party inaccordance with Section 8 hereof. For purposes of this Agreement, a “Notice of Termination” shallmean a notice that indicates the specific termination provision in this Agreement relied upon andthe facts, if any, supporting application of such provision.
          (e) Date of Termination; Dispute Concerning Termination. “Date of Termination” shallmean (i) if the Executive’s employment is terminated for Disability, thirty (30) days after Noticeof Termination is given (provided that the Executive has not returned to the performance of theExecutive’s duties on a full-time basis during such thirty (30) day period) or (ii) if theExecutive’s employment is terminated by the Company for any reason other than Disability or by theExecutive for any reason, the date specified in the Notice of Termination (which, in the case of atermination by the Company shall not be less than thirty (30) days, and in the case of atermination by the Executive shall not be more than sixty (60) days, respectively, from the datesuch Notice of Termination is given); provided, however, that if the partyreceiving the Notice of Termination notifies the other party within thirty days after the date suchNotice of Termination is given that a dispute exists concerning the termination, the Date ofTermination shall be the date on which the dispute is finally resolved, either by mutual writtenagreement of
 

 

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the parties or by a binding arbitration award referred to in Section 13; and providedfurther that the Date of Termination shall be extended by a notice of dispute only if suchnotice is given in good faith and the party giving such notice shall pursue the resolution of suchdispute with reasonable diligence. The Company shall continue the Executive as a participant inall benefit and insurance plans in which the Executive participated when the Notice of Terminationwas given (ignoring any reductions that gave rise to Good Reason) until the dispute is finallyresolved in accordance with this Section. Compensation shall be withheld and the Executive’s fullcompensation in effect when the notice of dispute was given applicable during the period betweenthe notice of the dispute and the resolution of the dispute shall be paid to the Executive in alump sum if the Executive receives an arbitration award in favor of the Executive and related tothe Executive’s full claim. Amounts paid under this Section are in addition to all other amountsdue under this Agreement and shall not be offset against or reduce any other amounts due under thisAgreement. In addition, for purposes of determining whether any Qualifying Termination hasoccurred during the Protection Period, the date a Notice of Termination is given pursuant to thisSection 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 isterminated during the Protection Period, the Company shall pay the Executive’s base salary throughthe 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 ofTermination under the terms of any compensation or benefit plan, program or arrangement maintainedby the Company or its affiliates during such period.
          (b) Disability. During any period that the Executive fails to perform the Executive’sduties hereunder as a result of mental or physical incapacity, the Executive shall continue toreceive the Executive’s base salary at the rate then in effect and continue to participate in allBenefit Plans and Incentive Plans until the Executive’s
 

 

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employment is terminated pursuant to Section 4(a) hereof. Thereafter, the Executive’sbenefits shall be determined in accordance with the insurance and other benefit programs thenapplicable to the Executive.
          (c) Cause; Voluntary Termination of Employment Without Good Reason. If theExecutive’s employment is terminated for Cause or the Executive voluntarily terminates employmentwithout Good Reason, the Company shall pay the Executive only the Executive’s base salary throughthe Date of Termination at the rate in effect at the time Notice of Termination is given, togetherwith other compensation and benefits to which the Executive is entitled under the terms of anybenefit plan, program or arrangement maintained by the Company and applicable to the Executive, andthe Company shall have no further obligations to the Executive under this Agreement.
          (d) Qualifying Termination. If the Executive’s employment is terminated in aQualifying Termination during the Protection Period, then the Executive shall be entitled to thefollowing benefits:
          (i) if the Executive’s Qualifying Termination occurs in a calendar year subsequent to the yearin which the Change in Control occurred, a pro rata portion (based on the number of calendar daysthat have elapsed before the Executive’s Date of Termination) of the Executive’s target or baseincentive 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 theExecutive under the long term incentive programs of the Company (the “LTIP”), assuming attainmentof the applicable maximum performance targets;
          (iii) in lieu of any further salary payments to the Executive for periods subsequent to theDate of Termination and other severance benefits, the Company shall pay to the Executive a lump sumseverance payment in an amount equal to two times the sum of (A) the higher of the Executive’sannual base salary in effect immediately before the event or circumstance upon which the Notice ofTermination is based or such salary in effect immediately
 

 

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before the Change in Control and (B) the higher of (x) the highest award made to the Executivepursuant to the Company’s annual incentive plan for each of the three measuring periods completedimmediately 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 theChange in Control;
          (iv) a lump sum amount (utilizing actuarial assumptions for lump sum payments in effect underthe Company’s qualified defined benefit retirement plan (the “Retirement Plan”) immediately priorto the Date of Termination) equal to the excess of (a) the actuarial equivalent lump sum value ofthe benefit under the Retirement Plan (determined without taking into account any early retirementsubsidies) and the actuarial equivalent lump sum value of the benefit under any excess orsupplemental retirement plan in which the Executive participates (together, the “SERP”), that theExecutive would receive if the Executive’s employment continued for two years after the Date ofTermination, assuming for this purpose that all accrued benefits are fully vested, the Executive istwo years older, such two years of additional service is counted as credited service as an officerunder the SERP and assuming that the Executive’s compensation in each of the calendar years fullyor partially included because of the additional two years is the greatest of (i) the compensationin 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) theactuarial equivalent lump sum value of the Executive’s actual benefit (paid or payable in thefuture), if any, under the Retirement Plan (determined without taking into account any earlyretirement 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 ofTermination out placement services that are suitable for senior executive officers and reasonablyacceptable to the Executive;
 

 

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          (vi) the Company shall also pay to the Executive all legal fees and expenses incurred by theExecutive 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 anyright or benefit provided by this Agreement). Such payments shall be made within five (5) businessdays after delivery of the Executive’s written request for payment accompanied with such evidenceof 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), and5(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 finallydetermined 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 theExecutive is clearly entitled and shall pay the remainder of such payments (together with interestat 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 subsequentlydetermined to be due, such excess shall constitute a loan by the Company to the Executive, payableon the fifth (5th) business day after demand by the Company (together with interest at the rateprovided in Section 1274(b)(2)(B) of the Code). When payments are made under this Section, theCompany shall provide the Executive with a written statement setting forth the manner in which suchpayments were calculated and the basis for such calculations including, without limitation, anyopinions 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 QualifyingTermination during the Protection Period, the Company shall maintain in full force and effect forthe 24 months following such termination all life insurance, accidental insurance, dental coverage,and medical coverage (including the
 

 

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Executive Medical Expense Reimbursement Plan), in which the Executive and the Executive’sdependents participated immediately before the Date of Termination, on the same cost-sharing basisthat applied to the Executive immediately prior to the Executive’s Date of Termination. In theevent such participation (or a particular type of coverage) under any such plan or arrangementshall be barred, the Company shall provide the Executive with benefits, at the same after-tax costto the Executive, that are substantially similar to those the Executive and the Executive’sdependents would have otherwise received under this Section. Benefits otherwise receivable by theExecutive pursuant to this Section 5(e) shall be reduced to the extent comparable benefits areactually received by the Executive during the twenty-four (24) month period following theExecutive’s termination of employment (and any such benefits actually received by the Executiveshall be reported to the Company by the Executive). If the Executive, as the result of theQualifying Termination during the Protection Period, elects to convert his Long Term DisabilityInsurance, if any, to a personal policy maintained by the carrier used by the Company (not greaterthan the coverage in effect immediately prior to the Qualifying Termination), the Company shallreimburse the Executive for any premiums paid during the 36 month period following the QualifyingTermination.
          (f) Death. In the event of the Executive’s death, the Company shall have no furtherobligations to the Executive under this Agreement, but the Executive shall be entitled to receivedeath benefits under the Company’s benefit plans and arrangements as may be applicable to theExecutive.
          (g) Mitigation. The Executive shall not be required to mitigate the amount of anypayment provided for in Sections 5(c), (d) and (e) by seeking other employment or otherwise, norshall the amount of any payment or benefit provided for in this Section 5 be reduced by anycompensation earned by the Executive as the result of employment by another employer after the Dateof Termination, or otherwise. Benefits otherwise receivable by the Executive pursuant to Section5(e) shall be reduced to the extent comparable benefits are actually received by the Executiveduring the period Section 5(e) shall be
 

 

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applicable, and any such benefits actually received by the Executive shall be reported to theCompany.
          6. Excise Taxes. The following provisions shall apply to any excise tax imposed underSection 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 inconnection 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 withthe Company, any person whose actions result in a change in control of the Company or any personaffiliated with the Company or such person (the “Total Payments”)) will be subject to the ExciseTax, the Company shall pay to the Executive an additional amount (the “Gross-Up Payment”) such thatthe net amount retained by the Executive, after deduction of any Excise Tax on the Total Paymentsand any federal, state and local income and employment tax and Excise Tax upon the payment providedfor by this Section 6, shall be equal to the Total Payments. Such payment shall be made in themanner described in Section 5(d)(vi) hereof.
          (b) In determining whether any of the Total Payments will be subject to the Excise Tax and theamount of such Excise Tax, (i) any Total Payments shall be treated as “parachute payments” (withinthe meaning of Section 280G(b)(2) of the Code) unless, in the opinion of tax counsel selected bythe Company’s independent auditors and reasonably acceptable to the Executive, such payments orbenefits (in whole or in part) do not constitute parachute payments, and all “excess parachutepayments” (within the meaning of Section 280G(b)(1) of the Code) shall be treated as subject to theExcise Tax unless, in the opinion of such tax counsel, such excess parachute payments (in whole orin part) represent reasonable compensation for services actually rendered (within the meaning ofSection 280G(b)(4)(B) of the Code), or are otherwise not subject to the Excise Tax, and (ii) thevalue of any noncash benefits or any deferred payment or benefit shall be determined by theCompany’s independent auditors in accordance with the principles of Section 280G(d)(3) and (4) ofthe Code. For purposes of determining the amount of the Gross-Up Payment, the Executive shall bedeemed to pay
 

 

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federal income and employment taxes at the highest marginal rate of federal income andemployment taxation in the calendar year in which the Gross-Up Payment is to be made and state andlocal income and employment taxes at the highest marginal rate of taxation in the state andlocality of the Executive’s residence on the Date of Termination (or such other time as ishereinafter described), net of the maximum reduction in federal income or employment taxes whichcould 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 accounthereunder at the time of termination of the Executive’s employment (or such other time as ishereinafter described), the Executive shall repay to the Company, at the time that the amount ofsuch reduction in Excise Tax is finally determined, the portion of the Gross-Up Paymentattributable to such reduction (plus that portion of the Gross-Up Payment attributable to theExcise Tax and federal, state and local income tax imposed on the Gross-Up Payment being repaid bythe 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 atthe rate provided in Section 1274(b)(2)(B) of the Code. If the Excise Tax exceeds the amount takeninto account hereunder (including by reason of any payment the existence or amount of which cannotbe determined at the time of the Gross-Up Payment), the Company shall make an additional Gross-UpPayment in respect of such excess (plus any interest, penalties or additions payable by theExecutive with respect to such excess) at the time that the amount of such excess is finallydetermined. The Executive and the Company shall each reasonably cooperate with the other inconnection with any administrative or judicial proceedings concerning the existence or amount ofliability 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 theCompany, by agreement in
 

 

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form and substance satisfactory to the Executive, to expressly assume and agree to performthis Agreement in the same manner and to the same extent that the Company would be required toperform it if no such succession had taken place. Failure of the Company to obtain such assumptionand agreement prior to the effectiveness of any such succession shall be a breach of this Agreementand shall entitle the Executive to compensation from the Company in the same amount and on the sameterms as the Executive would be entitled hereunder if the Executive had terminated the Executive’semployment for Good Reason, except that for purposes of implementing the foregoing, the date onwhich any such succession becomes effective shall be deemed the Date of Termination. As used inthis Agreement, “Company” shall mean the Company as defined herein and any successor to itsbusiness and/or assets which executes and delivers the agreement provided for in this Section 7 orwhich otherwise becomes bound by all the terms and provisions of this Agreement by operation oflaw.
          (b) This Agreement shall inure to the benefit of and be enforceable by the Executive’spersonal or legal representatives, executors, administrators, successors, heirs, distributees,devisees and legatees. If the Executive dies while any amount is still payable, all such amountsshall be paid in accordance with the terms of this Agreement to the Executive’s devisee, legatee orother 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 communicationsprovided for in the Agreement shall be in writing and shall be deemed to have been duly given whendelivered or mailed by United States registered mail, return receipt requested, postage prepaid, asfollows:     If, to the Executive, to: ** **   ** **       If, to the Company, to: **Milacron Inc.**   **2090 Florence Ave.**   **Cincinnati, OH 45206**  
 

 

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or to such other address as either party may have furnished to the other in writing in accordanceherewith, except that notice of change of address shall be effective only upon receipt.
Miscellaneous. The provisions of this Agreement shall supersede any inconsistent provisionsof any other applicable plan, policy or arrangement; provided, however, in no eventshall the Executive be entitled to duplicative payments or benefits under this Agreement and anyother plan, policy or arrangement. No provision of this Agreement may be modified, waived ordischarged unless such waiver, modification or discharge is agreed to in writing and signed by theExecutive and such officer as may be specifically designated by the Board; provided,however, that in the event that all or any part of this Agreement is considered a“nonqualified deferred compensation plan” within the meaning of Code Section 409A(d), the Companyshall have the right to amend this Agreement without the Executive’s consent, but only the extentnecessary to conform this Agreement to the requirements of Code Section 409A(a) and the regulationsissued pursuant thereto. No waiver by either party hereto at any time of any breach by the otherparty hereto of, or compliance with, any condition or provision of this Agreement to be performedby such other party shall be deemed a waiver of similar or dissimilar provisions or conditions atthe 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 whichare not expressly set forth in this Agreement. The validity, interpretation, construction andperformance of this Agreement shall be governed by the laws of the State of Ohio (regardless of thelaw which may be applicable under principles of conflicts of law).
          9. Confidentiality. The Executive shall retain in confidence any and all confidentialinformation known to the Executive concerning the Company and its business so long as suchinformation shall not otherwise be publicly disclosed.
          10. Validity. The invalidity or unenforceability of any provision of this Agreementshall not affect the validity or enforceability of any other
 

 

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provision of this Agreement which shall remain in full force and effect.
          11. Counterparts. This Agreement may be executed in several counterparts, each ofwhich shall be deemed to be an original but all of which together will constitute one and the sameinstrument.
          12. Arbitration. Any dispute or controversy arising under or in connection with thisAgreement shall be settled exclusively by arbitration in Cincinnati, Ohio in accordance with therules of (but not necessarily appointed by) the American Arbitration Association then in effectexcept as provided herein. Judgment may be entered on the arbitrator’s award in any court havingjurisdiction, provided, however, that the Executive shall be entitled to seek specific performanceof the Executive’s right to be paid until the Date of Termination during the pendency of anydispute or controversy arising under or in connection with this Agreement. No such arbitrationproceedings shall be commenced or conducted until at least 60 days after the parties, in goodfaith, shall have attempted to resolve such dispute by mutual agreement; and the parties herebyagree to endeavor in good faith to resolve any dispute by mutual agreement. If mutual agreementcannot be attained, any disputing party, by written notice to the other (“Arbitration Notice”) maycommence arbitration proceedings. Such arbitration shall be conducted before a panel of threearbitrators, 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 arbitratorsappointed by the disputing parties. Any Cincinnati, Ohio court of competent jurisdiction shallappoint any arbitrator that has not been appointed within such time periods. Judgment may includecosts and attorneys fees and may be entered in any court of competent jurisdiction.
          13. No Guaranty of Employment. Neither this contract nor any action taken hereundershall 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 toproviding the severance benefits herein specified in accordance with the terms hereof.
 

 

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          IN WITNESS WHEREOF, the Company and the Executive have caused this Agreement to be executed asof the date first written above.      **Milacron Inc.**            by:            ** **