PERFORMANCE BASED
RESTRICTED SHARES
AWARD
AGREEMENT
(under the Milacron
Inc. 2004 Long-Term Incentive Plan)
THIS AWARD AGREEMENT (this
“Award Agreement”) made in Cincinnati, Ohio on the date
of signature below, between Milacron Inc., a Delaware corporation
(hereinafter called the “Company”) and
, a regular salaried employee
of the Company or one of its Subsidiaries (hereinafter called the
“Grantee”).
WITNESSETH:
Whereas, the Company desires to grant
to the Grantee the right, contingent upon certain vesting
requirements, to receive shares of Common Stock, as hereinafter
provided, to carry out the purpose of the Milacron Inc. 2004
Long-Term Incentive Plan (hereinafter called the
“Plan”) for key employees of the Company and its
Subsidiaries.
NOW, THEREFORE, in consideration of
the premises and the mutual covenants set forth herein and
hereinafter in the attached Restricted Shares Terms attached as
Exhibit “A” and incorporated herein, and for other good
and valuable consideration, the Company and the Grantee do hereby
agree as follows:
Subject to and upon the terms,
conditions and restrictions set forth in the Plan and this Award
Agreement, the Company hereby grants to the Grantee as of
February 11, 2005 (the “Date of Grant”) and as a
matter of separate agreement and not in lieu of other compensation
for services, shares of
Common Stock as Restricted Shares (the “Restricted
Shares”).
IN WITNESS WHEREOF, the Company has
caused this Award Agreement to be duly executed and the Grantee has
hereunto set his or her hand, all as of the day and year first
above written.
MILACRON INC.
By:
GRANTEE:
DATE:
1
EXHIBIT A
MILACRON
INC.
RESTRICTED SHARES
TERMS
1. Grant of Restricted
Shares . The Restricted Shares shall be certificated or
registered in the name of the Grantee and held by the Company or
its transfer agent as soon as administratively practicable
following the Grantee’s execution and acceptance of this
Award Agreement and shall be fully paid and nonassessable. If
certificated, the Restricted Shares shall be represented by a
certificate or certificates registered in the Grantee’s name,
endorsed with an appropriate legend referring to the restrictions
hereinafter set forth.
2. Restrictions on Transfer
of Restricted Shares . The Restricted Shares may not be sold,
exchanged, assigned, transferred, pledged, encumbered or otherwise
disposed of by the Grantee, except to the Company, until the
Restricted Shares have become nonforfeitable as provided in
Section 3 hereof; provided , however , that the
Grantee’s rights with respect to such Restricted 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 2 shall be void ab initio, and
the other party to any such purported transaction shall not obtain
any rights to or interest in such Restricted Shares.
3. Vesting of Restricted
Shares .
(a) All or a portion of the
Restricted Shares shall vest on at 11:59 p.m. on
February 10, 2008 (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 Committee determines that all or a portion of the
Management Objectives have been satisfied in accordance with
Section 3(b).
(b) As soon as administratively
practicable after the Vesting Date, the Committee shall determine
(i) the extent, if any, to which the Management Objectives for
the period beginning on January 1, 2005 and ending on
December 31, 2007 (the “Performance Period”) shall
have been achieved in accordance with Schedule A ,
which schedule is incorporated herein and made a part of this Award
Agreement, and (ii) the number of Restricted Shares, if any,
that shall have become vested and nonforfeitable in accordance with
Schedule A .
(c) If the Grantee ceases to be
an employee of the Company or its Subsidiaries prior to the Vesting
Date as a result of his or her Retirement, Disability, or any other
event specified by the Committee, then the Grantee shall be treated
as if he or she had remained an employee of the Company and its
Subsidiaries through the Vesting Date, and the Restricted Shares
that would otherwise have become nonforfeitable as of the Vesting
Date (assuming that Grantee had remained continuously employed with
the Company and its Subsidiaries until such date) shall vest as of
the Vesting Date. For purposes of this Award Agreement,
“Retirement” shall mean the Grantee’s termination
of employment with the Company and its Subsidiaries (i) after
having attained age 55 and at least five years of Credited Service
(as that term is defined in the Milacron Retirement Plan); or,
(ii) in accordance with a temporary early retirement program
of the Company or its Subsidiaries. For purposes of this Award
Agreement, “Disability” shall have the meaning given
such term in the long-term disability plan of the Company in effect
for, or applicable to, the Grantee.
(d) Notwithstanding anything
contained in this Section 3 to the contrary, all of the
Restricted Shares shall immediately become vested and
nonforfeitable if, prior to the Vesting Date and while the Grantee
is in the employ of, or pursuant to Section 3(c)
