EX-10.2






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: