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AMENDMENT TO EXECUTIVE SEVERANCE
AGREEMENT
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.
AMENDMENTS
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Section 2 of the Agreement is hereby amended by adding the
following new subsection (g) at the end thereof: |
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"(g) Notwithstanding any other provision of this Agreement to
the contrary, the acquisition of a majority of the 6.0%
Series B Convertible Preferred Stock of the Company by Ohio
Plastics LLC that may occur after October 1, 2007 and the
transactions consummated in connection therewith (the “2007
Acquisition Transaction”) shall not constitute a
“Change in Control” under the Agreement and,
accordingly, the occurrence of the 2007 Acquisition Transaction
shall not result in any circumstances, events or changes being
triggered solely as a result of the 2007 Acquisition Transaction
including, without limitation, any of the following: (i) the
immediate vesting of any equity-based award (including any option,
restricted stock, phantom stock and/or performance share) under
Section 3(a) of this Agreement (with respect to equity-based awards
granted to the Executive before the 2007 Acquisition Transaction),
(ii) any lump sum cash payment of t |
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