EXHIBIT 10.57
AMENDMENT TO EXECUTIVE SEVERANCE AGREEMENT
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The Executive Severance Agreement between MILACRON INC., a Delaware
Corporation (the "Company") and [___________] (the "Executive") dated as of
_______, 2003 (the "Agreement") is hereby amended effective as of February 10,
2004.
AMENDMENTS
1. Section 2 of the Agreement is hereby amended by adding the following new
subsection (f) at the end thereof:
"(f) Notwithstanding any other provision of this Agreement to the
contrary, a financial restructuring or recapitalization of the
Company that may occur during 2004 (the "2004 Restructuring")
shall not result in a "Change in Control" solely for purposes of
determining the Executive's benefits under Section 3(a) of this
Agreement (but only with respect to equity based awards granted to
the Executive on or after February 10, 2004) and Section 3(b) of
this Agreement."
2. Section 5(d) of the Agreement is hereby amended by adding the following new
subsection (viii) at the end thereof:
"(viii) if the Executive's Qualifying Termination occurs in the 2004
calendar year and on or after the occurrence of the 2004
Restructuring (as defined in Section 2(f)), a lump sum cash payout
of the Executive's annual bonus under the Company's Annual Bonus
Program (as defined in Section 3(b)) for such year, the amount of
which shall be equal to the Executive's target or base incentive
bonus possible under the Annual Bonus Program for that year."
IN WITNESS WHEREOF, the Executive and the Company have caused this
Amendment to the Agreement to be executed as of the date first specified above.
MILACRON INC.
By:___________________________________
EXECUTIVE_____________________________
