EX-10.15






MILACRON INC.




SPECIAL EXECUTIVE RETENTION & SEVERANCE AGREEMENT




THIS SPECIAL EXECUTIVE RETENTION & SEVERANCE AGREEMENT (the “Agreement”) is made as of October
1, 2007 by and between Milacron Inc., a Delaware Company (the “Company”) and      (the
“Executive”).



WITNESSETH:




WHEREAS, as a member of the Company’s senior management team, the Executive has become
eligible to participate in and has received certain benefits under various plans, agreements and
arrangements of the Company (the “Arrangements”) that vest, become payable or otherwise provide
certain enhanced benefits, upon a “change in control” of the Company or upon certain events
following a “change in control” of the Company (as provided in those Arrangements), all of such
Arrangements are attached hereto as Exhibits A-E;



WHEREAS, the 2007 acquisition of a majority of the 6.0% Series B Convertible Preferred Stock
of the Company by Ohio Plastics, LLC and the transactions consummated in connection therewith (the
“2007 Acquisition Transaction”) would constitute a “change in control” (as defined in the
Arrangements) if such Arrangements were not amended as part of the 2007 Acquisition Transaction;
and



WHEREAS, in consideration for certain benefits and rights provided to the Executive, the
Company and the Executive desire to modify the Arrangements to provide that the 2007 Acquisition
Transaction will not constitute a “change in control” (as defined in the Arrangements) and
therefore no changes, circumstance or events shall be triggered, and Executive waives any claim
thereto, including, without limitation, any benefits vesting or becoming payable under the
Arrangements solely as a result of the 2007 Acquisition Transaction;



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



ARTICLE I




AGREEMENT OF THE PARTIES; TERM




Section 1.01 Consents and Acknowledgements by Executive. The Executive hereby consents to the
amendment of the Arrangements to provide that the 2007 Acquisition Transaction will not
constitute a “change in control” within the meaning of the Arrangements (the “Amendments”). The
Executive hereby acknowledges that neither the Amendments nor the consummation of the 2007
Acquisition Transaction will constitute the basis to terminate his employment for “good reason” as
defined in the Milacron Inc. Executive Retention/Separation Plan, attached hereto as Exhibit
F (the “Separation Plan”). The Executive also hereby acknowledges that in lieu of any benefit
the Executive may have otherwise been entitled to under the Arrangements solely as a result of 2007
Acquisition Transaction, the Executive will be entitled to the benefits provided under this
Agreement in addition to the benefits otherwise provided to the Executive, including the
Arrangements.



Section 1.02 Promises of the Company. In exchange for the Executive’s consents and
acknowledgements set forth in Section 1.01, the Company hereby agrees to provide the Executive with
the benefits and rights set forth in this Agreement.



Section 1.03 Term of the Agreement. The term of this Agreement shall commence as of the date
of the 2007 Acquisition Transaction (the “Effective Time”) and shall continue for the twenty-four
month period immediately following the Effective Time (the “Protection Period”).



ARTICLE II




SPECIAL DEFINITIONS




Section 2.01 “Cause” shall mean the Executive’s: (i) fraud on, or misappropriation or
embezzlement of the assets of, the Company that causes material harm to the Company; or (ii)
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 mental illness) or
any such actual or anticipated failure after the issuance of a written notice of termination by the
Executive to the Company. Provided, however, that Cause shall occur with respect to subsection
(ii) only if such action constituting Cause has not been corrected or cured by the Executive within
30 days after the Executive has received written notice from the Company of the Company’s intent to
terminate the Executive’s employment for Cause and specifying in detail the basis for such
termination. For purposes of this paragraph, no act, or failure to act, on the Executive’s part
shall be considered “willful” unless done, or omitted to be done, by the Executive in bad faith and
without reasonable belief that the Executive’s action or omission was in the best interests of the
Company.



Section 2.02 “Disability” shall be as defined under the Company’s long-term disability plan.



Section 2.03 “Employment Termination Date” shall mean the date on which the employment
relationship between the Executive and the Company is terminated. The Company and the Executive
shall take all commercially reasonable steps necessary (including with regard to any
post-termination services by the Executive) to ensure that the termination of employment described
in this Section 2.03 constitutes a “separation from service” within the meaning of Section 409A of
the Internal Revenue Code (the “Code”).



Section 2.04 “Good Reason” shall mean the occurrence of any of the following during the
Protection Period without the Executive’s express prior written consent:




(i) any material diminution of, or the assignment to the Executive of duties materially
inconsistent with, the Executive’s position, duties, responsibilities and title with the
Company, a material adverse change in the Executive’s titles or offices with Milacron Inc.,
any removal of the Executive from, or any failure to reelect the Executive to, any of such
positions, except in connection with the Executive’s termination of employment for
Disability or Cause or as a result of the Executive’s death or by the Executive other than
for Good Reason;




Nothwithstanding the foregoing in this subsection (i), a change in the Executive’s
situation as a result of the sale of a business unit, division, or Subsidiary; the
reassignment of a business unit, division, or Subsidiary; or the Company’s reorganization,
shall not be deemed to satisfy any of the criteria of this subsection (i);




(ii) a reduction by the Company in the Executive’s base salary and/or bonus under the
Company’s annual incentive plan;




(iii) the Company’s failure to continue any benefit plan or arrangement (including,
without limitation, the Company’s life insurance, post-retirement benefits, and
comprehensive medical plan coverage) in which the Executive participates without
implementing at such time plans or arrangements providing the Executive with substantially
similar benefits (hereinafter referred to as “Benefit Plans”), or any action by the Company
that would adversely affect the Executive’s participation in or materially reduce the
Executive’s benefits under any such Benefit Plan or deprive the Executive of any material
fringe benefit enjoyed by the Executive, unless such action also applies to other
participating employees of the Company other than the Executive;




(iv) any action by the Company that would affect the Executive’s continued
participation under any incentive plan or arrangement (including, without limitation, any
equity-based plan or arrangement) in which the Executive is eligible to participate
(hereinafter referred to as “Incentive Plans”) as provided under the terms of the Incentive
Plans;




(v) the Company’s reduction of the number of paid vacation days to which the Executive
is entitled;




(vi) the Company’s material breach of any provision of this Agreement or any material
agreement between the Executive and the Company;




(vii) the Company’s failure to require any successor to the Company, including, but not
limited to, an entity succeeding to the business of Milacron Inc. by merger, consolidation
or liquidation, or purchase of assets or stock or similar transaction, to expressly assume
and agree to perform this Agreement and any material agreement between the Executive and
Company; or




(viii) the Company’s purported termination of the Executive without Cause.



Section 2.05 “Qualifying Termination” shall mean (i) a termination of the Executive’s
employment by the Company for any reason other than for Cause, Disability, or due to the
Executive’s death, or (ii) the Executive’s termination of employment for Good Reason. Qualifying
Termination does not include the Executive’s voluntary resignation without Good Reason as defined
under this Agreement.



Section 2.06 “Subsidiary” shall mean any entity of which the Company owns, directly or
indirectly, more than 50% of the voting securities.



ARTICLE III




CASH BENEFITS




Section 3.01 Cash Benefits. Upon the Executive’s termination of employment by the Company
without Cause during the Protection Period and his satisfaction of the conditions specified in
Section 5.03 of the Agreement, the Executive shall be entitled to a cash payment of
$     .



Section 3.02 Further Company Obligations. In exchange for the Executive’s execution of the
General Release required in Section 5.03, the Company shall deliver its executed General Release,
in substantially the same form attached hereto as Annex 1 to Appendix A.



Section 3.03 Method and Time of Payment. The cash benefit payable under Section 3.01 shall be
paid in a lump sum, subject to all employment and withholding taxes. Such amount shall be paid no
later than 60 days after the Executive’s Employment Termination Date.



Section 3.04 Legal Fees. The Company agrees to pay the Executive’s reasonable and
substantiated legal fees associated with reviewing and advising the Executive with respect to this
Agreement; provided, however, that in no event shall such fees exceed $2,500. The Executive must
submit documentation to the Company substantiating the amount of such professional fees within 60
days of the date hereof and the Company will reimburse the Executive for such fees within 10 days
after the date of the Company’s receipt of such documentation.



Section 3.05 Death or Disability. If the Executive incurs a Disability or dies before his
Employment Termination Date, no payments or other benefits will be due and owing under this
Agreement to the Executive or, in the case of his death, to his estate or beneficiary.



In the event of the death of the Executive prior to receipt of all amounts due him under this
Agreement, such amounts shall be paid to his estate or, to the extent so provided under the
Separation Plan, to his beneficiary.



ARTICLE IV




OTHER BENEFITS




Section 4.01 Coordination of Benefits; Non-Duplication. Subject to Section 5.05, the amount
payable pursuant to Section 3.01 is not subject to offset or reduction by any amount that is
otherwise paid or payable to the Executive, including pursuant to the Separation Plan or the
Arrangements (as amended as of the Effective Time). Notwithstanding any provision of this
Agreement to the contrary, in no event shall the Executive be entitled to duplicative benefits
under the Agreement so that the amount that is paid or credited under the Agreement shall only be
paid or credited once with respect to an Executive as provided hereunder.



Section 4.02 Executive Retention/Separation Plan Benefits. During the Protection Period, the
Executive will remain entitled to the benefits provided under the Separation Plan in accordance
with the terms of the Separation Plan as of the Effective Time (regardless of whether or not the
Separation Plan was amended or terminated after the Effective Time).



Section 4.03 Supplemental Retirement Benefits. As a Participant under the Milacron
Supplemental Retirement Plan and as an individual in an Eligible Position under the Milacron
Supplemental Executive Pension Plan, attached hereto as Exhibit E (the “Supplemental
Plan(s)”), as of the Effective Time, the Executive will continue to be a Participant (or an
individual in an Eligible Position) in the Supplemental Plans during the Protection Period in
accordance with the terms of the Supplemental Plans as of the Effective Time and shall be entitled
to benefits under the Supplemental Plans upon his Qualifying Termination during the Protection
Period regardless of whether or not a Supplemental Plan was amended or terminated after the
Effective Time (other than any amendment reasonably agreed to by the Executive and the Company
solely for the purpose of complying with Section 409A of the Code) in accordance with Section 4.04.



Section 4.04 Additional Age, Accrual Service and Vesting Service. In the event of the
Executive’s Qualifying Termination during the Protection Period, the Executive will (a) become a
Participant and be vested in the Supplemental Plans (if not already a Participant and vested) and
(b) receive the benefit he would have been entitled to receive under the terms of the Supplemental
Plans in effect as of the Effective Time (regardless of whether or not any of the Supplemental
Plans was amended or terminated after the Effective Time) based on (x) the Executive’s
compensation, age and service with the Company through his Employment Termination Date, (y) 12
months of additional age, benefit accrual service and vesting service pursuant to this Agreement
and (z) the number of months of additional age, benefit accrual service and vesting service
provided under the Separation Plan to the Executive.



Section 4.05 Estimated Supplemental Plan Benefits as of July 31, 2007. The Executive’s
estimated accrued benefit under the Supplemental Plans as of July 31, 2007 is set forth on
Exhibit G, calculated under the terms of the Supplemental Plan, assuming the following: (a)
the Executive incurred a Qualifying Termination on July 31, 2007, (b) such Qualifying Termination
was during the Protection Period, (c) the Executive is vested in his Supplemental Plan benefit as
provided in Section 4.04(a) on July 31, 2007, and (d) the Executive received the age, benefit
accrual service and vesting service under the Agreement and the Separation Plan as provided under
Section 4.04(b).



ARTICLE V




MISCELLANEOUS




Section 5.01 Tax Gross-Up Payments. Any payment or benefits provided under this Agreement
that are subject to the excise tax imposed under Section 4999 of the Code, including, but not
limited to the payment provided under Section 3.01, any payment under Section 4.02 as a result of a
“qualifying termination” (as defined under the Separation Plan), and the accelerated vesting in the
Supplemental Plans provided under Sections 4.03 and 4.04, shall constitute a payment for purposes
of calculating the “Total Payments” under Section 6 of the Executive Severance Agreement (“ESA”)
between the Executive and the Company in effect on the Effective Time. Any “Gross-Up Payment” (as
defined in Section 6 of the ESA) with respect to any amount payable under the Agreement shall be
calculated in accordance with, and subject to the procedures and requirements of, Section 6 of the
ESA as in effect on the Effective Time (regardless of whether any benefits are payable under the
ESA and regardless of any expiration or other termination of the ESA thereafter during the
Protection Period). Notwithstanding the foregoing, and subject to the requirement of Section
5.02(a), any Gross-Up Payment shall be paid by the Company within 10 business days of the date of a
final determination of the amount of the Gross-Up Payment.



Section 5.02 Compliance with Section 409A of the Code. (a) 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 the Employment Termination 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 Employment Termination 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 Employment Termination Date) on the first
business day following the six month anniversary of such Employment Termination Date.
Notwithstanding the foregoing, payments delayed pursuant to this Section 5.02 shall commence within
10 calendar days following the Executive’s death prior to the end of the six-month period. It is
intended that the amounts payable under Sections 3.03 and 3.04 of the Agreement constitute
“short-term deferrals” within the meaning of Section 409A of the Code and therefore shall not be
subject to the six-month delay described in this Section 5.02.



(b) 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.



(c) 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 (i) 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 (ii) 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 5.02(c) 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 5.02(c) 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 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.



(d) The Company represents that each of the Arrangements subject to Section 409A of the Code
has been administered in “good faith” compliance with Section 409A of the Code within the meaning
of Internal Revenue Service Notice 2005-1 (and the proposed and final Treasury regulations issued
under Section 409A of the Code) and will be amended (subject to applicable participant consent) to
comply with Section 409A of the Code by December 31, 2007 (or such later date as may be permitted
by applicable guidance by the Internal Revenue Service or the Treasury Department).



Section 5.03 Release of Claims. Notwithstanding anything contained herein to the contrary,
the Company shall not be obligated to make any payment or provide any benefit under this Agreement
(a) unless the Executive first executes and does not revoke a release substantially in the form
attached hereto as Appendix A no later than 60 days following his Employment Termination
Date; and (b) to the extent such payment or benefit is subject to the seven-day revocation period
prescribed by the Age Discrimination in Employment Act of 1967, as amended, or to any similar
revocation period in effect on the Employment Termination Date, such revocation period has expired.



Section 5.04 Employment Termination Procedure. During the term of this Agreement, any
purported termination of the Executive’s employment (other than by reason of death) shall be
communicated by written Notice of Termination from one party hereto to the other party hereto in
accordance with Section 5.08 hereof. For purposes of this Agreement, a “Notice of Termination”
shall mean a written notice that indicates the specific termination provision in this Agreement
relied upon, and, if applicable, the notice shall set forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of the Executive’s employment under the
provision so indicated.



Section 5.05 No Offset or Mitigation. Except to the extent that the Executive (a) has engaged
in fraud or actionable willful misconduct, (b) is in breach of this Agreement or any Release
executed pursuant to this Agreement or (c) has failed to repay an undisputed amount due to the
Company under an agreement between the Executive and the Company, the Company’s obligation to make
the payments provided for in this Agreement and otherwise to perform its obligations hereunder
shall be absolute and unconditional and shall not be affected by any set-off, counterclaim,
recoupment, defense or other claim, right or action which the Company or any of its Subsidiaries
may have against the Executive or others. In no event shall the Executive be obligated to seek
other employment or take any other action by way of mitigation of the amounts payable to the
Executive under any of the provisions of this Agreement and such amounts shall not be reduced
whether or not the Executive obtains other employment.



Section 5.06 Disputes. (a) 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.



(b) Any legal action concerning this Agreement, other than an arbitration described in
paragraph (a) of this Section 5.06, 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 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.



(c) 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 5.06(c), 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 Sections 5.02 or 5.03; (iv) 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 (v) the right to reimbursement shall
not be subject to liquidation or exchange for another benefit.



Section 5.07 Successors; Binding Agreement. In addition to any obligations imposed by law
upon any successor to the Company, the Company shall require any successor (whether direct or
indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all of the
business or assets of the Company expressly to assume and agree to perform this Agreement in the
same manner and to the same extent that the Company would be required to perform if no such
succession had taken place. The provisions of this Section 5.07 shall continue to apply to each
subsequent employer of Executive bound by this Agreement in the event of any merger, consolidation,
or transfer of all or substantially all of the business or assets of that subsequent employer.
This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal or
legal representatives, executors, administrators, successors, heirs, distributees, devisees, and
legatees.



Section 5.08 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:



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 5.09 Miscellaneous. Except as otherwise provided in Section 5.02, 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 an officer of the Company
specifically authorized by the Board of Directors of the Company. No waiver by either party hereto
at any time of any breach by the other party hereto, 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. No agreements
or representations, oral or otherwise, express or implied, with respect to the subject matter
hereof have been made by either party which are not expressly set forth in this Agreement. The
validity, interpretation, construction, and performance of this Agreement shall be governed by the
laws of the State of Ohio. Any payments provided for hereunder shall be paid net of any applicable
withholding required under federal, state, or local law and any additional withholding to which the
Executive has agreed.



Section 5.10 Entire Agreement. This Agreement and the documents specifically referenced herein
(as amended as of the Effective Time) shall constitute the entire agreement between the Company and
the Executive with respect to the subject matter hereunder and no other agreements,
representations, oral or otherwise, express or implied, with respect to such subject matter shall
be binding on the Company or the Executive.



Section 5.11 No Contract of Employment. Neither the establishment of the Agreement nor the
payment of any benefits under the Agreement shall be construed as giving the Executive, or any
person whosoever, the right to be retained in the service of the Company and Executive acknowledges
that Executive’s employment is “at-will”.



Section 5.12 Nonalienation of Benefits. None of the payments, benefits or rights of the
Executive under the Agreement shall be subject to any claim of any creditor of the Executive (other
than the Company as provided in Section 5.05), 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 (other than the Company as provided in Section 5.05). The Executive shall not 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 5.13 Validity. The invalidity or unenforceability of any provision of this Agreement
shall not affect the validity or enforceability of any other provision of this Agreement, which
shall remain in full force and effect.



Section 5.14 Counterparts. This Agreement may be executed in several counterparts (including
by means of facsimile), each of which shall be deemed to be an original but all of which together
will constitute one and the same instrument.



Section 5.15 Survival. The terms of this Agreement shall survive any termination of the
Executive’s employment or expiration of the Protection Period respecting any payments or benefits
due to the Executive, or other rights of the Executive hereunder maturing, during the Protection
Period.



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



1




SPECIAL EXECUTIVE RETENTION & SEVERANCE AGREEMENT




APPENDIX A




GENERAL RELEASE




1. I,      (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”)
under the Special Executive Retention & Severance Agreement (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 or 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.



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. Exclusively as this Agreement pertains to the Executive’s release of Claims under the Age
Discrimination in Employment Act, 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 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.



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 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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