EX-10.19






DIRECTOR FEE AGREEMENT




THIS DIRECTOR FEE AGREEMENT (this “Agreement”) is made and entered into as of
October 2, 2007, by and among Milacron Inc., a Delaware corporation “Company”), and Bayside
Capital, Inc., a Florida corporation (together with its affiliates, “Bayside”).



1. Appointment of Directors. The parties agree and acknowledge that certain employees
of Bayside shall become members of the board of directors of the Company pursuant to the terms of
the Certificate of Designation of the Company’s Series B Preferred Stock and the Company’s By-Laws
(the “Bayside Board Appointees”).



2. Director Compensation. The parties acknowledge and agree that non-employee
directors of the Company are eligible to receive certain cash and equity compensation pursuant to
the Company’s director compensation program as described on Exhibit A, which program may be
amended from time to time in the Company’s sole discretion (the “Board Compensation”).



3. Payment to Bayside. The parties agree that any and all such Board Compensation
that would otherwise be delivered to Bayside Board Appointees shall be delivered to Bayside and
Bayside shall have sole right, title and interest in any such Board Compensation, subject to the
following modifications:



(a) In lieu of receiving any Board Compensation or other compensation in the form of equity,
including, without limitation, under any circumstance where the receipt of any equity security or
security convertible into or exercisable or exchangeable therefor would result in a tax or other
consequence which, in the sole discretion of Bayside, would make it undesirable or impracticable to
receive such form of non-cash compensation, Bayside shall instead be entitled to receive an amount
of cash equal to the grant date fair value of the award, as determined for financial statement
reporting purposes. The cash payment shall be subject to the same vesting schedule as the equity
award (determined without regard to earlier vesting upon death, disability or retirement) and shall
be paid within 10 calendar days following the applicable vesting date.



(b) In lieu of receiving any Board Compensation as a credit to the Milacron Inc. Director
Deferred Compensation Plan (the “Director Plan”), including, without limitation, under any
circumstance where the receipt of any equity security or security convertible into or exercisable
or exchangeable therefor would result in a tax or other consequence which, in the sole discretion
of Bayside, would make it undesirable or impracticable to receive such form of non-cash
compensation, Bayside shall instead be entitled to receive an amount of cash equal to the grant
date fair value of the credit, as determined for financial statement reporting purposes. The
amount otherwise credited to the deferred stock account under the Director Plan shall be paid in
cash to Bayside within 10 calendar days after the date of grant. The amount otherwise credited to
the restricted stock account under the Director Plan shall be subject to the same vesting schedule
as amounts credited to that account (determined without regard to earlier vesting upon death,
disability or retirement) and shall be paid within 10 calendar days following the applicable
vesting date.



4. Term. This Agreement will commence as of the date hereof and will remain in effect
until the date upon which no Bayside Board Appointees are members of the board of directors of the
Company.



5. Company Representations. The Company hereby represents and warrants to Bayside
that (i) the execution, delivery and performance of this Agreement by the Company does not conflict
with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment
or decree to which the Company is a party or by which it is bound and (ii) upon the execution and
delivery of this Agreement by Bayside, this Agreement shall be the valid and binding obligation of
the Company, enforceable in accordance with its terms.



6. Successors and Assigns. This Agreement is intended to bind and inure to the
benefit of and be enforceable by Bayside, the Company and their respective successors and assigns,
except that without the prior written consent of the other party, a party will not assign, transfer
or convey any of its rights, duties or interest under this Agreement, nor will it delegate any of
the obligations or duties required to be kept or performed by it hereunder.



7. Payment. Any payments or deliveries contemplated herein shall be delivered to
Bayside as directed by John Bolduc by notice of request of direction of the Company sent to John
Bolduc at:




Bayside Capital, Inc.


1001 Brickell Bay Drive, 26th Floor


Miami, FL 33131


Attn: John Bolduc


Facsimile: (305) 379-2013



or to such other addresses as either party hereto may from time to time give notice of.



8. Severability. If any term or provision of this Agreement or the application
thereof to any person or circumstance will, to any extent, be invalid or unenforceable, the
remainder of this Agreement, or the application of such term or provision to persons or
circumstances other than those which are invalid or unenforceable, will not be affected thereby,
and each term and provision of this Agreement will be valid and be enforced to the fullest extent
permitted by law.



9. No Waiver. The failure of the Company or Bayside to seek redress for any violation
of, or to insist upon the strict performance of, any term or condition of this Agreement will not
prevent a subsequent act by the Company or Bayside, which would have originally constituted a
violation of this Agreement by the Company or Bayside, from having all the force and effect of any
original violation. The failure by the Company or Bayside to insist upon the strict performance of
any one of the terms or conditions of the Agreement or to exercise any right, remedy or election
herein contained or permitted by law will not constitute or be construed as a waiver or
relinquishment for the future of such term, condition, right, remedy or election, but the same will
continue and remain in full force and effect. Except to the extent that the Company’s rights of
termination are limited herein, all rights and remedies that the Company or Bayside may have at
law, in equity or otherwise upon breach of any term or condition of this Agreement, will be
distinct, separate and cumulative rights and remedies and no one of them, whether exercised by the
Company or Bayside or not, will be deemed to be in exclusion of any other right or remedy of the
Company or Bayside



10. Entire Agreement; Amendment; Certain Terms. This Agreement contains the entire
agreement among the parties hereto with respect to the matters herein contained and supersedes and
preempts any prior understandings, agreements or representations by or among the parties, written
or oral, which may have related to the subject matter hereof in any way. The provisions of this
Agreement may be amended only with the prior written consent of the Company and Bayside



11. Governing Law. This Agreement will be governed by and construed in accordance
with the internal laws of the State of Ohio without reference to the laws of any other state.



12. Counterparts. This Agreement may be executed simultaneously in two or more
counterparts, any one of which need not contain the signatures of more than one party, but all such
counterparts taken together shall constitute one and the same Agreement.



13. Delivery by Facsimile. This Agreement and any amendments hereto, to the extent
signed and delivered by means of a facsimile machine, shall be treated in all manner and respects
as an original agreement or instrument and shall be considered to have the same binding legal
effect as if it were the original signed version thereof delivered in person. At the request of
any party hereto, each other party hereto shall re-execute original forms thereof and deliver them
to all other parties. No party hereto shall raise the use of a facsimile machine to deliver a
signature or the fact that any signature was transmitted or communicated through the use of a
facsimile machine as a defense to the formation or enforceability of a contract and each such party
forever waives any such defense.



* * * * *




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IN WITNESS WHEREOF, this Director Fee Agreement has been duly executed as of the date first
above written.




MILACRON INC.



	 	 	 
	By:

	 	/s/ Ronald D. Brown

Ronald D. Brown

Chairman, President and

Chief Executive Officer







	 	 	BAYSIDE CAPITAL, INC.





	 	 	 
	By:

	 	/s/ Anthony Tamer

Name: Anthony Tamer

Its:     







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