0001299933-07-005813 Sample Contracts

NOTICE OF AMENDMENT OF AWARD (under the Milacron Inc. 1994/1997/2004 Long-Term Incentive Plans)
Notice of Amendment of Award • October 5th, 2007 • Milacron Inc • Special industry machinery, nec

THIS NOTICE OF AMENDMENT OF AWARD (“Notice of Amendment of Award”) is made as of October 1, 2007 (the “Date of Amendment”) by and between Milacron Inc., a Delaware corporation (the “Company”) and Don McIlnay (the “Grantee”).

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AMENDMENT TO EXECUTIVE SEVERANCE AGREEMENT
Executive Severance Agreement • October 5th, 2007 • Milacron Inc • Special industry machinery, nec

The Executive Severance Agreement between MILACRON INC., a Delaware Corporation (the “Company”) and [ ] (the “Executive”) dated as of , 200 (the “Agreement”) is hereby amended effective as of October 1, 2007.

SPECIAL EXECUTIVE RETENTION & SEVERANCE AGREEMENT
Special Executive Retention & Severance Agreement • October 5th, 2007 • Milacron Inc • Special industry machinery, nec • Ohio

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 Ronald D. Brown (the “Executive”).

VOTING AGREEMENT
Voting Agreement • October 5th, 2007 • Milacron Inc • Special industry machinery, nec • Delaware

VOTING AGREEMENT, dated as of October 2, 2007 (this “Agreement”), by and among Milacron Inc., a Delaware corporation (the “Company”) and Glencore Finance AG (“Glencore” or the “Stockholder”).

NOTICE OF AMENDMENT OF AWARD (under the Milacron Inc. 1994/1997/2004 Long-Term Incentive Plans)
Notice of Amendment of Award • October 5th, 2007 • Milacron Inc • Special industry machinery, nec

THIS NOTICE OF AMENDMENT OF AWARD (“Notice of Amendment of Award”) is made as of October 1, 2007 (the “Date of Amendment”) by and between Milacron Inc., a Delaware corporation (the “Company”) and Ronald D. Brown (the “Grantee”).

AMENDMENT NO. 4 TO RIGHTS AGREEMENT
Rights Agreement • October 5th, 2007 • Milacron Inc • Special industry machinery, nec • Delaware

THIS AMENDMENT NO. 4 TO RIGHTS AGREEMENT (this “Amendment”), dated as of October 2, 2007, is between Milacron Inc., a Delaware corporation (the “Company”), and Mellon Investor Services LLC (formerly known as ChaseMellon Shareholder Services, L.L.C.), a New Jersey limited liability company, as rights agent (the “Rights Agent”).

AMENDMENT NO. 3 TO RIGHTS AGREEMENT
Rights Agreement • October 5th, 2007 • Milacron Inc • Special industry machinery, nec • Delaware

THIS AMENDMENT NO. 3 TO RIGHTS AGREEMENT (this “Amendment”), dated as of October 1, 2007, is between Milacron Inc., a Delaware corporation (the “Company”), and Mellon Investor Services LLC (formerly known as ChaseMellon Shareholder Services, L.L.C.), a New Jersey limited liability company, as rights agent (the “Rights Agent”).

DIRECTOR FEE AGREEMENT
Director Fee Agreement • October 5th, 2007 • Milacron Inc • Special industry machinery, nec • Ohio

THIS DIRECTOR FEE AGREEMENT (this “Agreement”) is made and entered into as of October 2, 2007, by and among Milacron Inc., a Delaware corporation “Company”), and Bayside Capital, Inc., a Florida corporation (together with its affiliates, “Bayside”).

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