Common use of Vesting and Payment of Award Clause in Contracts

Vesting and Payment of Award. The Target Amount of the Award (or a portion thereof) shall vest and become payable in accordance with the following provisions of this Section 2: (a) Fifty percent (50%) of the Target Amount shall be credited to the Participant if the closing price (in regular trading) of a share of the Common Stock on the principal exchange on which the Common Stock is then listed or admitted to trade (the “Closing Price”) exceeds the “First Stock Price Target” level established for purposes of the Award by the Plan Administrator for any period of fifteen (15) consecutive trading days beginning after the Award Date and ending on or before the first to occur of December 31, 2016 or a Change in Control. (b) An additional fifty percent (50%) of the Target Amount shall be credited to the Participant if the Closing Price exceeds the “Second Stock Price Target” level established for purposes of the Award by the Plan Administrator for any period of fifteen (15) consecutive trading days beginning after the Award Date and ending on or before the first to occur of December 31, 2016 or a Change in Control (which trading days may coincide with all or any portion of the trading days used to satisfy the First Stock Price Target). (c) The First Stock Price Target and the Second Stock Price Target (each, a “Stock Price Target”) shall be communicated to the Participant on or promptly following the Award Date. (d) Any portion of the Target Amount that is credited based on achievement of a Stock Price Target shall vest and be payable in four (4) installments, with twenty-five percent (25%) of such credited amount to be paid promptly after (and in all events within two and one-half months after) the date on which such Stock Price Target is achieved, and an additional twenty-five percent (25%) to be paid on each of the first three (3) anniversaries of the date on which the applicable Stock Price Target is achieved, subject (except as expressly provided below) to the Participant’s continued employment with the Corporation through the applicable vesting date, and provided that such credited amount (other than the 25% portion that becomes payable upon attainment of the corresponding Stock Price Target) shall accrue interest from and after the date that the corresponding Stock Price Target is attained through the date such amount is actually paid (such interest to be credited on the same terms as deferred payment amounts under the Corporation’s Long-Term Incentive Plan and to be subject to the same vesting terms as the underlying credited amount). Any credited amount that vests shall be paid upon or promptly after (and in all events within two and one-half months after) the applicable vesting date. (e) If the Participant’s employment with the Corporation terminates for any reason, the Award, to the extent then outstanding and not vested, shall terminate upon such termination of the Participant’s employment, and the Participant shall have no further rights with respect thereto; provided, however, that if such termination of the Participant’s employment is (i) by reason of the Participant’s death or Disability or (ii) in circumstances that would trigger the payment of severance benefits under the Employment Agreement and subject to the Participant’s satisfying any requirement to provide a release of claims under the Employment Agreement as a condition to receiving such severance benefits (a termination described in the foregoing clause (i) or clause (ii), a “Qualifying Termination”), any amount of the Award that was credited with respect to a Stock Price Target achieved prior to the Participant’s Qualifying Termination (to the extent unvested and not previously paid) shall immediately vest and be payable upon such Qualifying Termination (and in all events within two and one-half months after such Qualifying Termination).

Vesting and Payment of Award. The Target Amount (a) All or a portion of the Award (or a portion thereof) shall vest and become payable nonforfeitable at 11:59 p.m. on January 2, 2010 (the “Vesting Date”), provided that (i) the Grantee has been continuously employed with the Company and its Subsidiaries from the Date of Grant until such time and (ii) the Company determines and the Committee approves that all or a portion of the management objectives set forth in Schedule A attached hereto and incorporated herein (“Management Objectives”) have been satisfied in accordance with the following provisions of this Section 2: (a) Fifty percent (50%) of the Target Amount shall be credited to the Participant if the closing price (in regular trading) of a share of the Common Stock on the principal exchange on which the Common Stock is then listed or admitted to trade (the “Closing Price”) exceeds the “First Stock Price Target” level established for purposes of the Award by the Plan Administrator for any period of fifteen (15) consecutive trading days beginning after the Award Date and ending on or before the first to occur of December 31, 2016 or a Change in Control2(b). (b) An additional fifty percent (50%) As soon as administratively practicable following the end of the Target Amount shall be credited to Performance Period (as defined below), the Participant if Personnel and Compensation Committee of the Closing Price exceeds Company’s Board of Directors (the “Second Stock Price Target” level established Committee”) shall determine (i) the extent, if any, to which the Management Objectives for purposes of the Award by the Plan Administrator for any period of fifteen (15) consecutive trading days beginning after the Award Date on January 1, 2008 and ending on or before the first to occur of December 31, 2016 2008 (the “Performance Period”) shall have been achieved in accordance with Schedule A; (ii) the number of Performance Units under the Award, if any, that shall have been earned in accordance with Schedule A; and, (iii) whether upon the Vesting Date the Company will settle the Award in cash or shares of Milacron common stock. In the event the Committee determines settlement shall be in the form of shares of Milacron Inc. common stock, the Award shall be converted to a Change in Control (which trading days may coincide with all or any portion book entry equivalent of shares using the fair market value of Milacron Inc. common stock on the first business day following the end of the trading days used Performance Period and the Grantee will receive shares of Milacron common stock following the Vesting Date, if not otherwise forfeited, pursuant to satisfy the First Stock Price Target)terms herein. (c) The First Stock Price Target and If the Second Stock Price Target (eachGrantee ceases to be an employee of the Company or its Subsidiaries after the Performance Period but prior to the Vesting Date as a result of his or her Retirement, a “Stock Price Target”Disability, Death, or any other event specified by the Committee, then the number of Performance Units earned in accordance with Section 2(b) shall be communicated vest as of the Vesting Date pursuant to the Participant on or promptly following terms herein. For purposes of this Agreement, “Retirement” shall mean the Award Date. (d) Any portion Grantee’s termination of the Target Amount that is credited based on achievement of a Stock Price Target shall vest and be payable in four (4) installments, with twenty-five percent (25%) of such credited amount to be paid promptly after (and in all events within two and one-half months after) the date on which such Stock Price Target is achieved, and an additional twenty-five percent (25%) to be paid on each of the first three (3) anniversaries of the date on which the applicable Stock Price Target is achieved, subject (except as expressly provided below) to the Participant’s continued employment with the Corporation through the applicable vesting date, Company and provided that such credited amount (other than the 25% portion that becomes payable upon attainment of the corresponding Stock Price Target) shall accrue interest from and after the date that the corresponding Stock Price Target is attained through the date such amount is actually paid (such interest to be credited on the same terms as deferred payment amounts under the Corporation’s Long-Term Incentive Plan and to be subject to the same vesting terms as the underlying credited amount). Any credited amount that vests shall be paid upon or promptly after (and in all events within two and one-half months after) the applicable vesting date. (e) If the Participant’s employment with the Corporation terminates for any reason, the Award, to the extent then outstanding and not vested, shall terminate upon such termination of the Participant’s employment, and the Participant shall have no further rights with respect thereto; provided, however, that if such termination of the Participant’s employment is its Subsidiaries (i) by reason after having attained age 55 and at least five years of Credited Service (as that term is defined in the Participant’s death or Disability or Milacron Retirement Plan); or, (ii) in circumstances that would trigger accordance with a temporary early retirement program or other agreed upon severance arrangement of the payment Company or its Subsidiaries. For purposes of severance benefits under this Agreement, “Disability” shall have the Employment Agreement and subject to the Participant’s satisfying any requirement to provide a release of claims under the Employment Agreement as a condition to receiving meaning given such severance benefits (a termination described term in the foregoing clause (i) or clause (ii), a “Qualifying Termination”), any amount long-term disability plan of the Award that was credited with respect to a Stock Price Target achieved prior to Company in effect for, or applicable to, the Participant’s Qualifying Termination (to the extent unvested and not previously paid) shall immediately vest and be payable upon such Qualifying Termination (and in all events within two and one-half months after such Qualifying Termination)Grantee.

Vesting and Payment of Award. The Target (a) In the event that Holder does not incur a Termination of Service on or prior to December 31, [INSERT YEAR 1], and provided a Change in Control has not occurred on or prior to December 31, [INSERT YEAR 1], then Holder’s Final Award Amount (as such term is defined in Exhibit B to the Grant Notice), if any, shall become payable as follows: (i) 50% of the Final Award Amount shall be paid to Holder in the form of fully vested shares of Common Stock (or “Shares”) issuable within ten (10) days following the Certification Date (as such term is defined in Exhibit B to the Grant Notice) (or, if the Certification Date is the date of a portion thereofChange in Control, on the date of such Change in Control) (but in no event later than March 15, [INSERT YEAR 2]); and (ii) on the Certification Date (or, if the Certification Date is the date of a Change in Control, on the date of such Change in Control), Holder shall be automatically granted such number of Restricted Stock Units (“RSUs”) as is determined by dividing (x) 50% of the Final Award Amount by (y) the volume weighted average price of the Company’s Common Stock for the twenty (20) trading days prior to and including the Certification Date. 50% of the RSUs shall vest on the first anniversary of the Certification Date, and become payable 50% of the RSUs shall vest on the second anniversary of the Certification Date, in each case provided that Holder has not had a Termination of Service prior to such vesting date; provided, however, that: (A) In the event that Holder experiences a Termination of Service by reason of his death or Total Disability (as defined in that certain Employment Agreement between Holder and the Company dated as of April 14, 2014 (the “Employment Agreement”)), in each case on or after January 1, [INSERT YEAR 2], all of the RSUs shall vest on the date of Holder’s Termination of Service; (B) In the event that Holder experiences a Termination of Service by reason of his discharge by the Company without Cause (as defined in the Employment Agreement) or his resignation for Good Reason (as defined in the Employment Agreement), in each case on or after January 1, [INSERT YEAR 2] and following a Change in Control, all of the RSUs shall vest on the date of Holder’s Termination of Service; and (C) In the event that Holder experiences a Termination of Service by reason of his discharge by the Company without Cause or his resignation for Good Reason, in each case on or after the Certification Date but prior to a Change in Control, Holder shall vest in such number of the RSUs, if any, as is equal to (1) (x) if such Termination of Service occurs on or after January 1, [INSERT YEAR 2] but prior to the first anniversary of the Certification Date, such number of RSUs as are scheduled to vest on the first anniversary of the Certification Date, multiplied by (y) a fraction determined by dividing (I) the number of full calendar quarters that Holder was employed during [INSERT YEAR 2], by (II) 4, or (2) (x) if such Termination of Service occurs on or after January 1, [INSERT YEAR 3] but prior to the second anniversary of the Certification Date, such number of RSUs as are scheduled to vest on the second anniversary of the Certification Date, multiplied by (y) a fraction determined by dividing (I) the number of full calendar quarters that Holder was employed during [INSERT YEAR 3], by (II) 4, with such vesting to be effective on the date of Holder’s Termination of Service. Unless and until the RSUs have vested in accordance with the following provisions foregoing vesting schedule, Holder will have no right to any distribution with respect to such RSUs. Except as specifically provided above, in the event of this Section 2: (a) Fifty percent (50%) Holder’s Termination of Service prior to the vesting of all of the Target Amount shall RSUs, any unvested RSUs will terminate automatically without any further action by the Company and be credited forfeited without further notice and at no cost to the Participant if the closing price (in regular trading) of a share of the Common Stock on the principal exchange on which the Common Stock is then listed or admitted to trade (the “Closing Price”) exceeds the “First Stock Price Target” level established for purposes of the Award by the Plan Administrator for any period of fifteen (15) consecutive trading days beginning after the Award Date and ending on or before the first to occur of December 31, 2016 or a Change in ControlCompany. (b) An additional fifty percent (50%) Notwithstanding anything to the contrary in the Grant Notice or this Agreement, in the event of Holder’s Termination of Service for any reason, or the occurrence of a Change in Control, in each case on prior to December 31, [INSERT YEAR 1], the Award shall automatically and without further action be cancelled and forfeited by Holder immediately prior to the occurrence of Holder’s Termination of Service or the Change in Control, as applicable, and Holder shall have no further right or interest in or with respect to such portion of the Target Amount shall be credited to the Participant if the Closing Price exceeds the “Second Stock Price Target” level established for purposes of the Award by the Plan Administrator for any period of fifteen (15) consecutive trading days beginning after the Award Date and ending on or before the first to occur of December 31, 2016 or a Change in Control (which trading days may coincide with all or any portion of the trading days used to satisfy the First Stock Price Target). (c) The First Stock Price Target and the Second Stock Price Target (each, a “Stock Price Target”) shall be communicated to the Participant on or promptly following the Award Date. (d) Value. Any portion of the Target Amount that is credited based on achievement of a Stock Price Target shall vest and be payable in four (4) installments, with twenty-five percent (25%) of such credited amount to be paid promptly after (and in all events within two and one-half months after) the date on which such Stock Price Target is achieved, and an additional twenty-five percent (25%) to be paid on each of the first three (3) anniversaries of the date on which the applicable Stock Price Target is achieved, subject (except as expressly provided below) to the Participant’s continued employment with the Corporation through the applicable vesting date, and provided that such credited amount (other than the 25% portion that becomes payable upon attainment of the corresponding Stock Price Target) shall accrue interest from and after the date that the corresponding Stock Price Target is attained through the date such amount is actually paid (such interest to be credited on the same terms as deferred payment amounts under the Corporation’s Long-Term Incentive Plan and to be Value subject to the same vesting terms as the underlying credited amount). Any credited amount Award that vests is not paid to Holder pursuant to this Section 1.2 shall automatically and without further action be paid upon or promptly after (cancelled and in all events within two and one-half months after) the applicable vesting date. (e) If the Participant’s employment with the Corporation terminates for any reason, the Award, to the extent then outstanding and not vested, shall terminate upon such termination of the Participant’s employmentforfeited by Holder, and the Participant Holder shall have no further rights with respect thereto; provided, however, that if such termination of the Participant’s employment is (i) by reason of the Participant’s death right or Disability interest in or (ii) in circumstances that would trigger the payment of severance benefits under the Employment Agreement and subject to the Participant’s satisfying any requirement to provide a release of claims under the Employment Agreement as a condition to receiving such severance benefits (a termination described in the foregoing clause (i) or clause (ii), a “Qualifying Termination”), any amount of the Award that was credited with respect to a Stock Price such portion of the Target achieved prior to the Participant’s Qualifying Termination (to the extent unvested and not previously paid) shall immediately vest and be payable upon such Qualifying Termination (and in all events within two and one-half months after such Qualifying Termination)Value.