Milacron Inc. (Form: 8-K)

THIS AGREEMENT made in Cincinnati, Ohio this day of 20 , between Milacron Inc., a Delaware corporation (hereinafter called the “Company”) and , a regular salaried employee of the Company or one of its Subsidiaries (hereinafter called the “Employee”).

Whereas, the Company desires to grant to the Employee restricted shares of Milacron Inc. common stock (hereinafter called “Common Stock”), as hereinafter provided, to carry out the purpose of the Milacron Inc. 1994 Long-Term Incentive Plan, as amended, (hereinafter called the “Plan”) for key employees of the Company and its Subsidiaries.

NOW, THEREFORE, in consideration of the premises and the mutual covenants set forth herein and hereinafter in the attached Exhibit A and for other good and valuable consideration, the Company and the Employee do hereby agree as follows:

The Company hereby grants to the Employee, as a matter of separate agreement and not in lieu of other compensation for services, restricted shares of Common Stock (hereinafter called “Restricted Stock”) on the terms and conditions set forth in Exhibit A.

IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed and the Employee has hereunto set his or her hand, all as of the day and year first above written.

The Milacron Inc. 1994 Long-Term Incentive Plan, as amended, is hereby incorporated and made a part of this Exhibit A. In the event of any conflict or inconsistency between the Plan and this Exhibit A, the terms of the Plan shall govern.

Ownership of the Restricted Stock and the enjoyment of all rights hereunder are subject to the restrictions, terms and conditions provided in the Plan and this Agreement for a period of three years from the date of grant (“Restriction Period”).

This Restricted Stock shall be registered in the name of the Employee and held by the Company or it’s transfer agent. Except as otherwise provided in the Plan and this Agreement, upon completion of the Restriction Period, certificates for the appropriate number of shares shall be delivered to the Employee.

The Employee shall endorse in blank and deliver to the Secretary of the Company stock powers or other instruments of assignment which will permit transfer to the Company of all or any portion of the Restricted Stock which shall be forfeited, or which shall not become vested in accordance with the Plan and this Agreement.

The Employee shall have the right to vote Restricted Stock, to receive and retain all regular cash dividends and to exercise all other rights, powers and privileges of a holder of Common Stock with respect to such Restricted Stock, with exception that (i) the Employee will not be entitled to delivery of the stock certificate or certificates representing such Restricted Stock until the Restriction Period shall have expired and all other vesting requirements with respect thereto shall have been fulfilled; (ii) the Employee may not sell, assign, transfer, pledge, exchange, encumber or dispose of the Restricted Stock during the Restriction Period; and (iii) a breach of any restrictions, terms or conditions provided in the Plan or established by the Committee with respect to any Restricted Stock will cause a forfeiture of such Restricted Stock.

If the Employee ceases to be an Employee of the Company during the Restricted Period, as a result of his death, the restrictions imposed hereunder shall immediately lapse. If the Employees ceases to be an Employee during the Restricted Period and upon the occurrence of his Retirement Date, Disability Date, or with the consent of the Committee, the number of shares of Restricted Stock shall be prorated for the number of days the Employee was an employee of the Company during the Restricted Period and that portion of the total which is not associated with the number of days of employment during the Restricted Period shall be forfeited and the restrictions imposed by the Plan and/or this Agreement shall continue with regard to the remaining shares of Restricted Stock as if the individual remained an Employee. In all other circumstances in which the Employee ceases to be an Employee all shares of Restricted Stock shall thereupon be forfeited to the Company and the certificate or certificates representing such Restricted Stock shall be immediately canceled.

consult with, supply information to, or otherwise cooperate with the Company at reasonable times and upon a reasonable basis, or (iv) engaged in any other activity which would constitute grounds for his discharge for cause by the Company or a Subsidiary, the Employee’s Restricted Stock Awards shall be forfeited and the certificates representing such stock shall be canceled.

No shares of Common Stock will be delivered to the Employee unless and until all legal requirements applicable to the issuance of such shares have been complied with. The issuance of shares of Common Stock made to the Employee hereunder may be conditioned on the Employee’s undertaking in writing to comply with such restrictions on his or her subsequent disposition of such shares as the Committee deems necessary or advisable as a result of any applicable law, regulation or official interpretation thereof, and certificates representing such shares may be legended to reflect any such restrictions.

In the event of any change in the outstanding shares of Common Stock of the Company by reason of any stock dividend or split, recapitalization, merger, consolidation, spin-off, combination or exchange of shares or other corporate change, or any distribution to common shareholders other than cash dividends, the Committee shall make such adjustment as it deems equitable in its sole discretion in the number of shares of Restricted Stock awarded. Such adjustment will be conclusive and binding for all purposes of the Plan.

10.

The Company will at all times during the Restricted Period reserve and keep available such number of shares of Common Stock as will be sufficient to satisfy the requirements of this Agreement and will pay all original issue taxes with respect to the issue of Common Stock pursuant hereto and all other fees and expenses necessarily incurred by the Company in connection therewith and will use its reasonable efforts to comply with all laws and regulations which, in the opinion of legal counsel for the Company, are applicable thereto.

11.

The Employee awarded Restricted Stock may be required as a condition of such distribution thereof either to pay the Company at the time of distribution thereof the amount of any such taxes which the Company is required to withhold or otherwise deduct and pay with respect to such award or permit the number of shares of Common Stock to be distributed to be reduced by a number equal to the value of such taxes required to be withheld, deducted or paid.

12.

Subject to limitations that may from time to time be placed in the Plan, in the event of a Change of Control, this Restricted Stock Award shall be vested, all restrictions shall lapse and all certificates representing awards hereunder shall be immediately delivered to the Employee unrestricted.

13.

Neither this Agreement nor awards hereunder shall be construed as constituting an employment contract or giving the Employee any right to be retained in the employ of the Company or a Subsidiary.

14.

Unless otherwise stated herein, defined terms used herein shall have the meanings as defined in the Plan and the Restricted Stock Agreement to which this Exhibit A relates.

15.

The Plan shall be administered by the Committee. The Committee’s interpretation of the Plan and all actions taken and determinations made by the Committee pursuant to the power vested in it under the Plan and hereunder, will be conclusive and binding on all parties, including the Company, its shareowners and the Employee.

16.

No Restricted Stock or any rights or interests therein of the Employee shall be assignable or transferrable by the Employee except by will or the laws of descent and distribution and no right or interest of the Employee in Restricted Stock shall be subject to any lien, obligation or liability of the Employee.

17.

When used herein, references to the masculine shall include the feminine and references to the feminine shall include the masculine.

THIS AGREEMENT made in Cincinnati, Ohio this day of February, 2006, between Milacron Inc., a Delaware corporation (hereinafter called the “Company”) and , a regular salaried employee of the Company or one of its Subsidiaries (hereinafter called the “Employee”).

Whereas, the Company desires to grant to the Employee phantom shares of Milacron Inc. common stock, as hereinafter provided, in acknowledgement of the Employee’s value to the Company and to further enable the Employee to participate in the long term growth and financial success of the Company.

NOW, THEREFORE, in consideration of the premises and the mutual covenants set forth herein and hereinafter in the attached Exhibit “A”, the terms of which are fully incorporated herein, and for other good and valuable consideration, the Company and the Employee do hereby agree as follows:

The Company and Employee hereby agree that, as a matter of separate agreement and not in lieu of other compensation for services, the Company shall establish in Employee’s name a cash account equivalent to the fair market value of the number of shares of Company common stock stated below on the date of this Agreement, subject to the terms and conditions set forth in Exhibit A.

IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed and the Employee has hereunto set his or her hand, all as of the day and year first above written.

EMPLOYEE ACKNOWLEDGES AND AGREES THAT THE RIGHT TO RECEIVE PAYMENTS PURSUANT TO THIS AGREEMENT IS CONDITIONED UPON THE EMPLOYEE’S FUTURE PERFORMANCE OF SERVICES AND THE OTHER TERMS AND CONDITIONS OF THIS AGREEMENT (NOT THROUGH THE ACT OF BEING HIRED OR BEING GRANTED THIS AWARD). EMPLOYEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT SHALL CONFER UPON EMPLOYEE ANY RIGHT WITH RESPECT TO CONTINUATION OF EMPLOYMENT OR OTHER ENGAGEMENT BY THE COMPANY OR ITS SUBSIDIARIES, NOR SHALL IT INTERFERE IN ANY WAY WITH HIS OR HER RIGHT OR THE COMPANY’S (OR ANY OF ITS SUBSIDIARY’S) RIGHT TO TERMINATE HIS OR HER EMPLOYMENT AT ANY TIME, WITH OR WITHOUT CAUSE.

The Company shall establish an account (the “Account”) on its books in Employee’s name in the amount of the fair market value of the number of shares stated on the Phantom Share Account Agreement (the “Agreement”). Fair market value on a given date means the average of the high and low prices of the Company’s common stock on the date on which it is to be valued hereunder, as reported for New York Stock Exchange-Composite Transactions, or if there were no sales of common stock on that day, the next preceding day on which there were sales.

The value of the Account shall fluctuate with the fair market value of shares. Upon the payment of any cash dividend on the Company’s shares, an amount equal to the aggregate amount of dividends that would be paid on the shares then-credited to the Account if such shares were issued and outstanding shall be deemed to be used to purchase, on the dividend payment date, an additional number of shares (whether whole or fractional shares), which additional number of shares shall be determined by dividing the aggregate amount of such dividends by the then-fair market value of one share, and such additional number of shares (whether whole or fractional shares) shall then be credited to the Account. If, after equating the dividends to whole common shares, there is any remaining cash, such shall remain in the Account as cash only until the next dividend date to be added to new dividend related amounts then added to the Account as whole shares to the extent possible.

The Account shall, subject to the terms herein, be maintained by the Company for a period of three years following the date of the Agreement (the “Restricted Period”).

No actual common shares of the Company shall reside in the Account and the Employee shall not have the right to vote or to exercise any other rights, powers and privileges of a holder of common stock of the Company.

If the Employee ceases to be an employee of the Company or its Subsidiaries prior to the end of the Restricted Period as a result of his or her Retirement, Disability, or any other event specified by the Committee, the value of the Account shall be prorated for the amount of time the Employee was an employee of the Company during the Restricted Period. With regard to the remaining value of the Account, the Employee shall be treated as if he or she had remained an employee of the Company and its Subsidiaries through the Restricted Period and the value of the Account that would otherwise have become nonforfeitable as of the end of the Restricted Period shall vest as of the end of the Restricted Period. For purposes of this Agreement, “Retirement” shall mean the Grantee’s termination of employment with the Company and its Subsidiaries (i) after having attained age 55 and at least five years of Credited Service (as that term is defined in the Milacron Retirement Plan); or, (ii) in accordance with a temporary early retirement program of the Company or its Subsidiaries. For purposes of this Agreement, “Disability” shall have the meaning given such term in the long-term disability plan of the Company in effect for, or applicable to, the Grantee. If the Employee dies (i) while employed by the Company or its Subsidiaries, or, (ii) while the Employee is treated as though he had remained an employee pursuant to the preceeding sentence, and, prior to the end of the Restricted Period, then the value of the Account shall immediately vest and payment shall be made to the Employee’s estate. In all other circumstances in which the Employee ceases to be an employee of the Company and its Subsidiaries during the Restricted Period, the Account shall thereupon be forfeited to the Company and the Employee shall have no right to any benefit thereunder. There shall also be no payments in lieu of the benefit of the Account in respect of any reasonable notice period at common law.

If the Employee has (i) used for profit or disclosed confidential information or trade secrets of the Company to unauthorized persons, or (ii) breached any contract with or violated any legal obligation to the Company, or (iii) failed to make himself available to consult with, supply information to, or otherwise cooperate with the Company at reasonable times and upon a reasonable basis, or (iv) engaged in any other activity which would constitute grounds for his discharge for cause by the Company or a subsidiary of the Company, the Account shall be forfeited and the Employee shall have no right to any benefit thereunder. There shall also be no payments in lieu of the benefit of the Account.

Subject to the terms herein, upon the third anniversary of the Agreement, the Company shall transfer the value of the Account to the Employee. The transfer shall be in the form of either cash or provided the Company has as of that date enacted such plans or mechanisms which, in the Company’s opinion, are necessary and provided all legal requirements applicable to the issuance of such shares have been complied with, shares of common stock of the Company, with the value of less than one share to be paid in cash. The issuance of shares of common stock made to the Employee hereunder may be conditioned on the Employee’s undertaking in writing to comply with such restrictions on his or her subsequent disposition of such shares as the Company deems necessary or advisable as a result of any applicable law, regulation or official interpretation thereof, and certificates representing such shares may be legended to reflect any such restrictions.

The Company may at the time of disbursement of the Account withhold or deduct any taxes which the Company is required to withhold or otherwise deduct and pay with respect to such award or permit the number of shares of common stock to be distributed to be reduced by a number equal to the value of such taxes required to be withheld, deducted or paid.

The Grant herein is discretionary in nature and shall not be construed as constituting an employment contract or giving the Employee any right to be retained in the employ of the Company or a subsidiary.

10.

No rights or interests of the Employee shall be assignable or transferrable by the Employee and no right or interest of the Employee in the Account shall be subject to any lien, obligation or liability of the Employee.

11.

By entering into the Agreement and accepting the Grant, the Employee acknowledges that: (a) the Grant is a voluntary one-time benefit which does not create any contractual or other right to receive future grants, or benefits in lieu of future grants, even if such has been granted repeatedly in the past; (b) all determinations with respect to any such future grants will be at the sole discretion of the Company; (c) the Employee’s participation is voluntary; (d) the value of the Grant is an extraordinary item of compensation which is outside the scope of the Employee’s employment contract, if any; (e) the Grant is not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, post-contractual non-compete compensation, pension or retirement benefits or similar payments; (f) the future value of the Grant is unknown and cannot be predicted with certainty; (g) any claims resulting from the Grant shall be enforceable, if at all, vis-à-vis the Company; there shall be no additional obligations for any subsidiary employing the Employee as a result of the Grant.

12.

The validity and construction of this Agreement shall be governed by the laws of the State of Ohio.

13.

The Company may make or provide for such adjustments in the number or kind of shares credited to the Account as the Company in its sole discretion may in good faith determine to be equitably required in order to prevent dilution or enlargement of the rights of the Employee that would otherwise result from any (a) stock dividend, stock split, combination of shares, recapitalization or other change in the capital structure of the Company, (b) merger, consolidation, separation, reorganization, partial or complete liquidation, issuance of rights or warrants to purchase stock or (c) other corporate transaction or event having an effect similar to any of the foregoing. If there shall be any change in the shares through merger, consolidation, reorganization, recapitalization, stock dividend, stock split, combination or exchange of shares, or the like, the restrictions contained in this Agreement shall apply with equal force to additional and/or substitute securities, if any, credited to the Account.

14.

In the event that one or more of the provisions of this Agreement shall be invalidated for any reason by a court of competent jurisdiction, any provision so invalidated shall be deemed to be separable from the other provisions hereof, and the remaining provisions hereof shall continue to be valid and fully enforceable.

15.

This Agreement may be amended from time to time by a writing signed by the Company and the Employee which makes specific reference to this Agreement. The Company reserves the right to terminate the Agreement at any time by action. In the event that the Company terminates the Agreement, the Employee shall have the right to receive the amount then-credited to the Account.

16.

The Company shall be responsible for the general administration of the Agreement and for carrying out the provisions hereof. The Company shall have all such powers as may be necessary to carry out the provisions of the Agreement, including the power to (i) resolve all questions pertaining to claims for benefits and procedures for claim review, (ii) resolve all other questions arising under the Agreement, including any factual questions and questions of construction and (iii) take such further action as the Company shall deem advisable in the administration of the Agreement. The actions taken and the decisions made by the Company hereunder shall be final and binding upon all interested parties. The Company shall provide a procedure for handing claims of the Employee, which procedure shall provide adequate written notice within a reasonable period of time with respect to the denial of any such claim as well as a reasonable opportunity for a full and fair review by the Company of any such denial.

17.

Although the Company may, in its discretion, make such provision as it deems advisable for funding the payments which may become due to Employee under this Agreement, no assets of the Company shall be segregated for that purpose or held or deemed held in trust for the benefit of Employee. It is the intention of Employee and the Company that all conditioned payment obligations under this Agreement shall constitute at all times the general unsecured obligation of the Company.

1.1.

The purpose of the Milacron Inc. 2002 Short — Term Incentive Plan (the “Plan”) is to provide greater incentive to key employees by rewarding them with additional compensation for earning a return on capital in excess of the cost of capital and meeting or exceeding predetermined Critical Success Factors, and thereby adding economic value to the Company. The intent of the Plan is to establish goals for Participants with a portion of their ultimate award under the Plan to be determined by the achievement of economic value added targets and a portion of the award to be determined by the achievement of Critical Success Factor targets. The economic value added targets and the Critical Success Factor targets will be established on an annual basis and may change from year to year allowing the Company the flexibility to provide incentives in specific areas as needed. The Plan shall also assist in providing competitive compensation in order to allow the Company to attract and retain an outstanding management group.


2.1.		“Assigned Percentage” shall have the meaning assigned in Article 6.3.

2.2.		“Award” shall mean the benefit under this Plan earned by a Participant.

2.3.		“Award Percentage” shall have the meaning assigned in Article 7.5.

2.4.		“Base Incentive Award” shall be as set forth in Article 5.1 of this Plan.

2.5.		“Beneficial Owner” shall have the meaning assigned in Article 19.2.

2.6.

“Business Unit” shall mean such subgroups of the Company as designated by the Management Team from time to time and may consist of the entire operating groups, divisions, subsidiaries or subparts thereof.

2.7.

“Business Unit Cost of Capital” is calculated by multiplying the Business Unit’s Operating Capital by the Weighted Average Cost of Capital.

2.8.

“Business Unit Operating Capital” shall consist of the following with respect to each Business Unit:

2.8.1.

beginning of the Plan Year property, plant and equipment (including any asset recorded from the capitalization of leases, as required under SFAS Statement No. 13), plus

2.8.2.

Average inventory and accounts receivable exclusive of any reserve for doubtful accounts, plus

2.8.5.

Average advance payment — customer down payments and progress payments on unshipped orders, minus

Articles 2.8.2 through 2.8.7 above shall be determined by averaging the amounts of each Article at the end of the 12 accounting periods for the current Plan Year.

Also, in the event a joint venture contributes to Business Unit Operating Capital, the joint venture contribution shall be adjusted downward by the percentage of ownership of the Company’s joint venture partner.

2.10.

“Committee” shall mean the Personnel and Compensation Committee of the Board of Directors of Milacron Inc.

2.11.

“Company” shall mean Milacron Inc., and its consolidated subsidiaries.

2.12.

“Company Capital” is average shareholders’ equity of Milacron Inc. plus the average outstanding short-term and long-term consolidated debt (net of average cash and equivalents), including liabilities related to capitalized leases as required under FASB Statement No. 13 less the average goodwill accounted for on the books of the Company arising from acquisitions and less the net present value of the tax benefit arising from such goodwill. The average shareholders’ equity and the average short-term and long-term debt shall be determined by averaging the shareholders’ equity and the average short-term and long-term debt outstanding (net of average cash and equivalents) at the end of the preceding year with the shareholder’s equity and short-term and long-term debt outstanding (net of cash and equivalents) at the end of each quarter of the current Plan Year.

2.13.

“Company Cost of Capital” shall mean the product of Company Capital multiplied by Weighted Average Cost of Capital.

2.14.

“Critical Success Factor(s)” shall mean one or more measures established by the Committee for the Company or individual Participants therein or by the Management Team for each Business Unit or individual Participants therein which will be used to determine if Awards under this Plan have been earned. Different Critical Success Factors may be assigned to different Business Units and different Participants.

2.15.

“Discretionary Adjustments” shall mean an adjustment that may be made by the Committee to one or more Awards based upon individual, team, or Measurement Group performance. Adjustments can range from up to plus 30% or a reduction of 30%, or any percentage in between.

2.16.

“Earnings before Net Interest and Taxes on Income (EBIT)” — EBIT for a Business Unit shall mean the Business Unit’s reported operating profit (internal basis) minus any amount of earnings appropriately apportioned to a partner’s interest in a joint venture, and excluding the expense related to the current year’s short term incentive plan payout, and plus or minus such items of income or expense as the Committee may deem to be extraordinary or not appropriately included in the Plan. The projected Awards under this Plan shall be charged to each Business Unit and the Company for purposes of determining that Business Unit’s and the Company’s operating profit.

2.17.1.

For the Company, EVA shall mean the amount by which EBIT exceeds Company Cost of Capital.

2.17.2.

For a Business Unit other than the Company, EVA shall mean the amount by which the Business Unit’s EBIT exceeds Business Unit Cost of Capital.

(EVA for Business Unit other than the Company = Business Unit EBIT — Business Unit Cost of Capital)

2.19.

“Management Team” shall mean a group appointed by the CEO for the purpose of establishing EVA and Critical Success Factor targets for Business Units.

2.20.

“Measurement Group” shall mean the Company or Business Unit to which a Participant is assigned in accordance with Article 4.1 and whose financial results will determine if the Participant will receive an Award.

2.21.

“Participant Category” shall mean the categories described in Article 5.1.

2.22.

“Participants” shall mean those individuals meeting the criteria set forth in Article 4.1.

2.23.

“Participants’ Award Percentage” shall have the meaning given in Article 5.1.


2.24.		“Person” shall have the meaning assigned in Article 19.2.

2.25.		“Performance Percentage” shall have the meaning assigned in Article 7.4.

2.26.		“Plan Year”: The Plan Year shall coincide with the Company’s fiscal year.

2.27.

“Salary”: A Participant’s annual base wages paid during the Plan Year. Annual base pay does not include salary adjustments or other payments made because of overseas employment, payment made from incentive plans, ad hoc bonuses, commission bonus payments, relocation expenses or any payment made from any employee benefit plan.

2.28.

“Weighted Average Cost of Capital” shall mean the cost of capital experienced by the Company during the Plan Year as determined by the Treasurer using the formula set forth in Exhibit A.

3.1.

The Plan shall be effective for the Company’s fiscal years beginning after December 31, 2001. This Plan supersedes the Cincinnati Milacron 1996 Short-Term Management Incentive Plan (the “1996 Plan”) which is terminated as of January 1, 2002, with any payment earned by participants therein to be made in due course pursuant to the terms of the 1996 Plan.

4.1.

Participants shall be those key employees of the Company as identified by the Committee and shall include the officers of Milacron Inc. The Awards for a Participant shall be based on the results of the Measurement Group to which the Participant is assigned. The Committee shall designate the Participants to be assigned to the Company. The Management Team shall designate all other Participants for assignment to Business Units. If a Participant has simultaneous responsibilities in more than one Measurement Group, the award shall be determined by percentage allocation as determined by the Committee or the Management Team.

5.1.

Participant Categories appear below. The Committee shall determine to which Participant Category each Participant shall be assigned. The potential Base Incentive Award for each Participant shall be determined by the Participant Category to which the Participant is assigned. Each Participant’s potential Base Incentive Award shall be determined by multiplying the percentage below (the “Participant’s Award Percentage”) corresponding to the appropriate Participant Category by the Participant’s Salary.


Participant	Base Incentive Award Expressed
Category	As A Percentage of Salary
CEO		80	%
COO		60	%
I		50	%
II		40	%
III		25	%
IV		15	%

The Committee shall have sole discretion as to assignment of Participants to Participant Categories. The following sets forth guidelines as to Participant assignment:

Participant Category I: Key Officers of the Company and leaders of major Business Units.

Participant Category II: Key Directors of Business Units or Corporate Functions.

Participant Category III: Key Managers of Business Units or Corporate Functions.

Participant Category IV: Key Contributors of Business Units or Corporate Functions.

6.1.

Not later than 60 days following the commencement of each Plan Year, the Committee shall establish the EVA Range and the Critical Success Factor Range for the Company. The EVA Range and the Critical Success Factor Range shall each consist of a lower goal, a target goal and an upper goal established by the Committee. The Committee shall also establish the relative weight to be assigned to the EVA and Critical Success Factor portions of the measurement with the combination thereof equal to 100%. In the event the Critical Success Factor is composed of more than 1 component, the Committee shall assign a relative weight in percentage terms to each component thereof.

6.2.

Not later than 60 days following the commencement of each Plan Year, the Management Team shall establish the EVA Range and the Critical Success Factor Range for the Business Units and/or individual Participants. The EVA Range and the Critical Success Factor Range shall each consist of a lower goal, a target goal and an upper goal established by the Management Team. The Management Team shall also establish the relative weight to be assigned to the EVA and Critical Success Factor portions of the measurement with the combination thereof equal to 100%. In the event the Critical Success Factor is composed of more than 1 component, the Management Team shall assign a relative weight in percentage terms to each component thereof.

6.3.

The relative percentages assigned to the EVA and Critical Success Factor portions of the measurement shall each be an “Assigned Percentage”.

7.1.

Award amounts are subject to adjustment as described in Article 8 herein, and may be earned by the achievement of the EVA and/or the Critical Success Factor goals established pursuant to Article 6. A Participant’s Award shall be an amount that is determined based on the linear progression calculated by the Company.

7.2.

At the end of the Plan Year, the Company shall calculate a Participant’s potential Base Incentive Award. The Company shall also calculate a linear progression relating the EVA lower goal to the EVA target goal, and a linear progression relating the EVA target goal to the EVA upper goal. For purposes of the linear progression, the lower goal shall be assigned a value of 25%, the target goal shall be assigned a value of 100% and the upper goal shall be assigned a value of 200%.

7.3.

The Company shall calculate linear progressions for the Critical Success Factor in the same manner as calculated for EVA.

7.4.

The Company shall determine the EVA and Critical Success Factor performance of each Measurement Group through comparison to the appropriate linear progression and stating that performance in terms of a percentage (the “Performance Percentage”).

7.5.

The Performance Percentages for each Measurement Group shall be multiplied by the appropriate “Assigned Percentage” and the products thereof shall be added together (the “Award Percentage”).

7.6.

Each Participant shall, subject to adjustment as stated in Article 8 herein, receive an Award equal to the Award Percentage of the Participant’s Measurement Group multiplied by the Participant’s Base Incentive Award.

7.7.1.1.

For Participants assigned to the CEO and levels I, II and III Participant Categories, there shall be no upper limit to the portion of the Award associated with the Critical Success Factor provided that the Company is generating positive cash flow net of Awards paid hereunder. Otherwise, the portion of the Award associated with the Critical Success Factor is capped at 200% of the portion of the Base Incentive Award attributable to Critical Success Factor performance.

7.7.1.2.

For Participants assigned to the level IV Participant Category, the portion of the Award associated with the Critical Success Factor is capped at 400% of the portion of the Base Incentive Award attributable to Critical Success Factor performance.

7.7.1.3.

For all Participants, the portion of the Award associated with EVA shall be capped at 200% of the portion of the Base Incentive Award attributable to EVA performance.

8.1.

The Committee may apply a Discretionary Adjustment at any time to increase or decrease a Participant’s Award under this Plan. Such Discretionary Adjustment shall be recommended for Committee consideration by the CEO.

8.2.

The Committee shall have the right to adjust earnings and/or assets and or cash flow of the Company and/or Business Units as it may deem appropriate for any unusual or non-recurring items.

8.3.

The Committee shall have the right to adjust target goals as it may deem appropriate for any unusual or non-recurring items.

9.1.

In addition to Awards under this Plan, the CEO can, subject to approval by the Committee, make discretionary bonus grants to individuals, not included in this Plan, for specific outstanding performances during the year. It shall be the responsibility of the Milacron Inc. officers to recommend individuals for these bonuses each year, giving detailed information on the performance being recognized.

10.1.

Payments shall be made no later than March 15, or as soon as administratively practicable thereafter, following the Plan Year for which the Awards are earned.

10.2.

Awards shall be paid in one lump sum to Participants, unless deferred in whole or part pursuant to Article 11.1. The amounts calculated pursuant to the terms herein shall be the gross amount payable to the Participant. The Company shall make all withholdings required by law. Participants shall not be allowed to elect any type of voluntary deductions from bonus amounts.

10.3.

For those Business Units reporting in a currency other than U.S. dollars, Awards will be calculated in the Business Units’ local currency.

11.1.

Should tax laws allow individuals to defer receipt and taxation on compensation, Participants may be allowed to request deferral of all or a portion of their Awards pursuant to any plan for the deferral of compensation which the Company may have in effect from time to time.

12.1.

In the event a Participant ceases to be a Participant as a result of death, retirement or disability (as those terms are defined in the Milacron Retirement Plan), the individual or the individual’s estate shall receive any Award under this Plan at the time stated in Article 10 above if an Award becomes earned at the end of the Plan Year in which the Participant died, retired or became disabled, except that the amount of Award shall be prorated for the amount of time during the Plan Year that the individual was employed by the Company.

12.2.

Unless otherwise determined by the Committee, in the event a Participant ceases to be a Participant for any reason other than stated in Article 12.1, the individual shall immediately cease to be an eligible employee under this Plan and the individual shall not receive an Award hereunder related to the Plan Year in which the individual ceased to be a Participant. If the individual ceased to be a Participant as stated in this Article 12.2 after the end of a Plan Year, but prior to the pay-out of the Award, if any was earned, the individual will receive payment of the Award at the same time as if the individual had remained employed by the Company.

13.1.

In the event the EVA or Critical Success Factors used to determine a Participant’s Award under this Plan change during a Plan Year due to the Participant transferring from one Measurement Group to another or otherwise, all calculations under this Plan shall be prorated for the amount of the Plan Year in which each EVA or Critical Success Factor applied to the Participant.

14.1.

In the event an individual becomes a Participant during the Plan Year, amounts payable hereunder shall be prorated for the portion of the Plan Year in which the individual was a Participant.

15.1.

The Plan shall be administered by the Committee. The Committee shall have sole and complete authority to adopt, alter and repeal such administrative rules, guidelines and practices governing the operation of the Plan as it shall from time to time deem advisable and to interpret the terms and provisions of the Plan.

16.1.

At the request of the Committee, the calculations under this Plan shall be reviewed for accuracy by the Company’s independent auditors using such procedures as necessary under the circumstances.

17.1.

The Committee may suspend, terminate or amend this Plan at any time. Amendments may be applied retrospectively to the beginning of the then current Plan Year, but shall not affect Awards related to Plan Years that were completed prior to the time of the amendment.

18.1.

Nothing contained in this Plan guarantees the continued employment of a Participant with the Company.

18.2.

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

18.3.

Payments made under this Plan shall be subject to withholding as shall at the time be required under any income tax or other laws, whether of the United States or any other jurisdiction.

18.4.

The provisions of the Plan shall be construed according to the laws of the State of Ohio.

19.1.

In the event of a Change of Control and within 60 days thereafter, Participants shall receive a lump sum cash amount equal to the Participant’s Base Incentive Award for the year in which such Change in Control occurs as calculated pursuant to the terms herein. A “Change in Control” occurs if:

19.1.1.

a Person or Group other than a trustee or other fiduciary of securities held under an employee 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 power of the Company’s then outstanding stock and securities; provided, however, that for purposes of this Article 19.1.1, the following acquisitions shall not constitute a Change of Control: (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 the Company or any corporation controlled by the Company or (iv) any acquisition by any corporation pursuant to a transaction which complies with clauses (i) of Article 19.1.3;

19.1.2.

individuals who, as of the date hereof, constitute the Board of Directors of Milacron Inc. (the “Incumbent Board”), cease for any reason to constitute a majority thereof; provided, however, that any individual becoming a director whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least 60% of the directors then comprising the Incumbent Board shall be considered as though such individual was a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person or Group other than the Board;

19.1.3.

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 the Company outstanding immediately prior to such merger, consolidation or transaction continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) at least 66% of the combined voting power of the stock and securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger, consolidation or transaction, or (ii) a merger, consolidation or transaction effected to implement a recapitalization of the Company (or similar transaction) in which no Person or Group is or becomes the Beneficial Owner, directly or indirectly, of stock and securities of the Company representing more than 20% of the combined voting power of the Company’s then outstanding stock and securities;

19.1.4.

the sale or disposition by the Company of all or substantially all of the Company’s assets other than a sale or disposition by the Company of all or substantially all of the assets to an entity at least 66% of the combined voting power of the stock and securities which is owned by Persons in substantially the same proportions as their ownership of the Company’s voting stock immediately prior to such sale; or

19.1.5.

the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company.

19.2.

“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 Rule 12b-2 promulgated under the Exchange Act) of the Company, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities, or (iv) a corporation owned, directly or indirectly, by stockholders of the Company in substantially the same proportions as their ownership of the Company. “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.

19.3

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.

THIS NOTICE OF COMMON STOCK CREDIT (“Notice of Credit”) is made as of February 23, 2006 (the “Date of Grant”) by Milacron Inc., a Delaware corporation (the “Corporation”).

WHEREAS, the Corporation maintains the Milacron Inc. Director Deferred Compensation Plan (“Plan”) for the benefit of its non-employee directors.

WHEREAS, the Corporation desires to grant an initial credit to the Director’s Restricted Sub-Account under the Plan.

NOW, THEREFORE, subject to and upon the terms, conditions and restrictions set forth in the Plan and this Notice of Credit, and for other good and valuable consideration, the Corporation hereby grants a credit of 18,404.908 shares of the Corporation’s common stock to the Director’s Restricted Sub-Account under the Plan, effective as of the Date of Grant. This credit shall become fully vested in its entirety upon the earlier of: (i) the third anniversary of the Date of Grant; (ii) the date of the Director’s death; (iii) the date of the Director’s disability (as determined in good faith by the Board); (iv) the date that the Director voluntarily terminates service with the Board after having served at least six full years with the Board as a non-employee Director or after having reached mandatory retirement age as defined under the Board’s retirement policy for non-employee Directors as of such date; or (v) subject to the approval of the Board, the date that the Director voluntarily terminates service with the Board (the “Vesting Date”). Such credit shall be distributed to the Director, in accordance with the terms of the Plan, within 20 days following the Vesting Date.

IN WITNESS WHEREOF, the Corporation has caused this Notice of Credit to be executed on its behalf by its duly authorized officer as of the day and year first above written.


Delaware	001-08485	311062125
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)

2090 Florence Avenue, Cincinnati, Ohio		45206
_________________________________ (Address of principal executive offices)		___________ (Zip Code)


	Milacron Inc.

March 1, 2006	By:	Hugh C. O'Donnell

		Name: Hugh C. O'Donnell
		Title: Senior Vice President, General Counsel and Secretary


Exhibit No.		Description

10.1		Form of Restricted Stock Agreement
10.2		Form of Phantom Share Account Agreement
10.3		Milacron Inc. 2002 Short-Term Incentive Plan
10.4		Form of Notice of Common Stock Credit


Date of Report (Date of Earliest Event Reported):		February 23, 2006


Registrant’s telephone number, including area code:		(513) 487-5000


No of Shares:			—
MILACRON INC.


No of Shares:			—
MILACRON INC.