EX-10.1






Effective

September 12, 1989

Revised

February 6, 1998

April 23, 2003

February 10, 2004

October 1, 2007




MILACRON

RETIREMENT PLAN FOR NON-EMPLOYEE DIRECTORS




ARTICLE I

PURPOSE





	1.1	 	The purpose of this Plan is to provide retirement benefits to Directors of Milacron Inc. (the
“Company”) who meet the eligibility requirements of the Plan.





ARTICLE II

DEFINITIONS





	2.1	 	“Base Retainer” means the basic annual retainer for non-employee Directors in effect as of an
Eligible Director’s last date of service on the Milacron Inc. Board of Directors. As used
herein, Base Retainer shall not include any additional annual retainer available as a result
of a Director acting as chairman of any committee nor shall it include any fees available as a
result of attendance at Board of Directors’ or its committees’ meetings, or other payments
made for other services a Director may render.






	2.2	 	“Board of Directors” means the Board of Directors of Milacron Inc.






	2.3	 	“Company” means Milacron Inc.






	2.4	 	“Compensation Committee” means the Compensation Committee of the Board of Directors.






	2.5	 	“Director” means a duly-elected member of the Board of Directors.






	2.6	 	“Eligible Director” means a Director or former Director who has served on the Board of
Directors on or after the Effective Date of this Plan as set forth in Item 3.1, who is not an
employee of the Company and who does not qualify to receive a retirement benefit under any
pension plan of the Company or its subsidiaries other than this Plan.






	2.7	 	“Employee” means a person employed by the Company or its subsidiaries in any capacity other
than as a Director.






	2.8	 	“Plan” means this Retirement Plan for Non-Employee Directors.






	2.9	 	“Service” means service as an Eligible Director.





ARTICLE III

EFFECTIVE DATE





	3.1	 	This Plan shall be effective as of September 12, 1989 (the “Effective Date”).





ARTICLE IV

PARTICIPATION





	4.1	 	Each Eligible Director serving on the Board of Directors on or after the Effective Date and
prior to February 6, 1998, who does not elect to cease participation under the Plan as set
forth in Item 4.2, shall participate in the Plan.






	4.2	 	During the period of February 6, 1998 to April 6, 1998, an Eligible Director who is currently
serving on the Board of Directors may make an irrevocable one time election to cease
participation under the Plan effective January 1, 1998 and have the current value of the
Eligible Director’s projected benefit under the Plan, as determined by the Board of Directors,
credited to a special account under the Milacron Plan for the Deferral of Directors’
Compensation, to be held and paid in accordance with the terms of such plan, as amended
effective February 6, 1998. No benefits shall be payable from the Plan after the date of the
election.





ARTICLE V

RETIREMENT BENEFITS/VESTING





	5.1	 	An Eligible Director’s annual retirement benefit under this Plan shall be vested when he has
six (6) years of Service and shall be equal to a percentage of that Director’s Base Retainer
in accordance with the table below:





	 	 	 	 	 
	Years of Service
	 	Percentage of Base Retainer
	 
	 	 	 	 
	Less than 6 years
	 	 	0	%
	6 years
	 	 	60	%
	7 years
	 	 	70	%
	8 years
	 	 	80	%
	9 years
	 	 	90	%
	10 years and above
	 	 	100	%







In no event shall an Eligible Director’s percentage of benefit under this Plan exceed One
Hundred Percent (100%) of the Eligible Director’s Base Retainer.



ARTICLE VI

YEARS OF SERVICE





	6.1	 	For purposes of this Plan, one year of Service shall mean 365 days of Service as an Eligible
Director beginning with an Eligible Director’s initial election or appointment to the Board of
Directors.






	6.2	 	In the event of a break in Service, a Director’s Service as an Eligible Director before and
after the break in Service shall be combined to determine years of service for vesting as set
forth in Item 5.1.






	6.3	 	A Director’s Service as an Eligible Director prior to the Effective Date of this Plan shall
count toward the vesting rules of Item 5.1.





ARTICLE VII

PAYMENT OF RETIREMENT BENEFITS





	7.1	 	An Eligible Director will be entitled to receive retirement benefits upon (i) the vesting of
the benefit as set forth in Item 5.1 and (ii) the Eligible Director reaching age seventy (70).
An Eligible Director who has met the two requirements in the preceding sentence shall be
entitled to receive retirement benefits whether or not the Eligible Director is a member of
the Board of Directors on his seventieth (70th) birthday.






	7.2	 	All retirement benefits hereunder shall be payable in monthly installments equal to
one-twelfth (1/12th) of the annual amounts determined under this Plan. An Eligible Director’s
vested retirement benefit hereunder, if any, shall be payable for the life of the Eligible
Director, commencing on the month next following the Eligible Director’s seventieth (70th)
birthday.





ARTICLE VIII

DEATH BENEFIT





	8.1	 	Notwithstanding anything herein to the contrary, in the event an Eligible Director whose
benefit under this Plan is vested dies prior to age seventy (70), his estate shall receive
thirty-six (36) monthly payments in an amount equal to one-twelfth (1/12th) of his annual
vested benefit on the date of his death. In the event an Eligible Director whose benefit
under this Plan is vested dies after attaining age seventy (70) but prior to receiving
thirty-six (36) monthly retirement payments, the Eligible Director’s estate shall receive
monthly payments in an amount equal to the last monthly payment received hereunder by the
Eligible Director before his death and for a number of months which, when added with the
number of payments the Eligible Director received during life, equal thirty-six (36). The
Company may, at its option, make the payments above to the Director’s estate in a lump sum
payment calculated on a present value basis.





ARTICLE IX

FUNDING





	9.1	 	This Plan shall be unfunded.





ARTICLE X

PLAN ADMINISTRATION





	10.1	 	The general administration of this Plan and the responsibility for carrying out the
provisions hereof shall be vested in the Compensation Committee. The Compensation Committee
may adopt such rules and regulations as it may deem necessary for the proper administration of
this Plan, which are not inconsistent with the provisions hereof, and its decision in all
matters shall be final, conclusive and binding.





ARTICLE XI

AMENDMENT AND TERMINATION





	11.1	 	The Board of Directors reserves in its sole and exclusive discretion the right at any time
and from time to time to amend this Plan in any respect or terminate this Plan without
restriction and without the consent of any Eligible Director, provided, however, that no
amendment or termination of this Plan shall impair the right of any Eligible Director to
receive benefits which have become vested pursuant to Item 5.1 prior to such amendment or
termination, except as provided in Item 4.2.





ARTICLE XII

MISCELLANEOUS PROVISIONS





	12.1	 	Nothing contained in this Plan guarantees the continued retention of a Director on the Board
of Directors, nor does this Plan limit the right to terminate a Director’s Service on the
Board of Directors.






	12.2	 	No retirement benefit payable hereunder may be assigned, pledged, mortgaged or hypothecated
and, to the extent permitted by law, no such retirement benefit shall be subject to legal
process or attachment for the payment of any claims against any person entitled to receive the
same.






	12.3	 	If an Eligible Director entitled to receive any retirement benefit payments hereunder is
deemed by the Compensation Committee or is adjudged by a court of competent jurisdiction to be
legally incapable of giving valid receipt and discharge for such retirement benefit, such
payments shall be paid to such person or persons as the Compensation Committee shall designate
or to the duly appointed guardian or other legal representative of such Eligible Director.
Such payments shall, to the extent made, be deemed a complete discharge for such payments
under this Plan.






	12.4	 	Payments made by the Company under this Plan to any Eligible Director shall be subject to
withholding as shall, at the time for such payment, be required under any income tax or other
laws, whether of the United States or any other jurisdiction.






	12.5	 	All expenses and costs in connection with the operation of this Plan shall be borne by the
Company.






	12.6	 	The provisions of this Plan will be construed according to the laws of the State of Ohio.






	12.7	 	The masculine pronoun wherever used herein shall include the feminine gender and the feminine
the masculine and the singular number as used herein shall include the plural and the plural
the singular unless the context clearly indicates a different meaning.






	12.8	 	The titles to articles and headings of sections of this Plan are for convenience of reference
only and in case of any conflict, the text of the Plan, rather than such titles and headings,
shall control.





ARTICLE XIII

CHANGE OF CONTROL





	13.1	 	The provisions of Section 13.3 shall become effective immediately upon the occurrence of a
Change of Control (as defined in Section 13.2).






	13.2	 	“Change of Control” – shall mean either of the following, with respect to the Company:






(a) A change in the ownership of a corporation, within the meaning of Treasury
Regulation §1.409A-3(i)(5)(v).


(b) A change in the ownership of a substantial portion of a corporation’s assets,
within the meaning of Treasury Regulation §1.409A-3(i)(5)(vii).




	13.3	 	(a) Section 7.2 is deleted and the following is inserted in lieu thereof:





“All vested retirement benefits hereunder shall be immediately
payable upon a Change of Control in one lump sum payment. The lump
sum shall be the present value actuarially determined with reference
to the life expectancy of the Eligible Director whose benefits have
vested pursuant to this Plan and prevailing interest rates”.




	 	(b)	 	Section 12.4 is deleted.






	 	(c)	 	New Section 12.9 is inserted as follows:





“Notwithstanding any other provisions of the Plan to the contrary:




	 	(i)	 	the vested benefit hereunder of any Eligible
Director as of the date of a Change of Control may not be
reduced;	 






	 	(ii)	 	any Service accrued by an Eligible Director as
of the date of a Change of Control cannot be reduced”.	 






	13.4	 	Notwithstanding any other provision of this Plan to the contrary, a “Change of Control” shall
not occur solely as a result of a financial restructuring or recapitalization of the Company
that may occur during 2004.