MILACRON
INC.
NOTICE OF AWARD OF
DEFERRED SHARES FOR DIRECTORS
(under the Milacron
Inc. 2004 Long-Term Incentive Plan)
THIS NOTICE OF AWARD (“Notice
of Award”) is made as of February 14, 2005 (the
“Date of Grant”) by and between Milacron Inc., a
Delaware corporation (the “Company”) and
(the
“Director”).
WITNESSETH:
WHEREAS, the Company desires to grant
to the Director a contingent right to receive shares of Common
Stock, as hereinafter provided, to carry out the purposes of the
Milacron Inc. 2004 Long-Term Incentive Plan (the
“Plan”).
NOW, THEREFORE, subject to and upon
the terms, conditions and restrictions set forth in the Plan and
the Deferred Shares Agreement attached as Exhibit A and
incorporated herein (the “Agreement”), and for other
good and valuable consideration, the Company hereby grants to the
Director as of the Date of Grant
Deferred Shares. Each
Deferred Share shall represent the contingent right to receive one
share of Common Stock.
IN WITNESS WHEREOF, the Company has
caused this Notice of Award to be executed on its behalf by its
duly authorized officer and the Director has also executed this
Notice of Award in duplicate, as of the day and year first above
written.
MILACRON INC.
By:
Name:
Title:
The undersigned hereby acknowledges
receipt of an executed original of this Notice of Award and related
Agreement and accepts the award on the terms and conditions set
forth herein, in the Agreement and in the Plan.
Director
Date:
1
EXHIBIT A
MILACRON
INC.
DEFERRED SHARES
AGREEMENT
1. Vesting of Deferred
Shares . The Deferred Shares shall vest in full if the Director
has continuously served on the Board during the period beginning on
the Date of Grant and ending on the earliest to occur of the
following dates (the “Vesting Date”): (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.
2. Forfeiture of Deferred
Shares . The Deferred Shares shall be forfeited if the Director
ceases to continuously serve on the Board prior to the Vesting
Date.
3. Settlement of Deferred
Shares. To the extent the Deferred Shares have vested in
accordance with Section 1 hereof, and subject to the terms and
conditions of this Agreement, the shares of Common Stock underlying
the Deferred Shares shall be delivered to the Director within
20 days following the date on which the Director ceases to be
a member of the Board. Notwithstanding anything in this
Section 3 to the contrary, (a) the date on which a
Director ceases to be a member of the Board shall be deemed to have
not occurred for purposes of this Agreement unless such cessation
constitutes a “separation from service” within the
meaning of Section 409A(a)(2)(A)(i) of the Code and any
regulations or other guidance issued thereunder, and (b) if
the Director is a “specified employee” within the
meaning of Section 409A(a)(2)(B)(i) of the Code and any
regulations or other guidance issued thereunder, the Company shall
not deliver the shares of Common Stock earlier than the date which
is 6 months after the date of such Director’s separation
from service (or, if earlier, the date of death of the
Director).
4. Transferability . The
Deferred Shares may not be sold, exchanged, assigned, transferred,
pledged, encumbered or otherwise disposed of by the Director;
provided , however , that the Director’s rights
with respect to such Deferred Shares may be transferred by will or
pursuant to the laws of descent and distribution. Any purported
transfer or encumbrance in violation of the provisions of this
Section 4 shall be voi
