EX-10.5



 





EXHIBIT 10.5



(As Amended and Restated Through October 5, 2007)




ROBBINS & MYERS, INC.

EXECUTIVE SUPPLEMENTAL PENSION PLAN




     ROBBINS & MYERS, INC. (the “Company”) agrees to provide each Executive, in consideration of
his continued employment, a supplemental retirement benefit under the terms described below.



     The Company expressly intends that this program constitute an unfunded, nonqualified program
of deferred compensation for specified key management or highly compensated employees as described
in the Employee Retirement Income Security Act of 1974, as amended.



SECTION 1




Definitions




     1.1 Beneficiary means the person, persons or entity designated by the Executive to
receive death benefits under this Plan. A Beneficiary designation will be effective only when a
signed and dated Beneficiary designation form is submitted by the Executive to the Committee. A
designation of Beneficiary may be revoked or amended by the Executive, in writing, at any time. If
there is no effective designation, an Executive’s Beneficiary will be the person entitled to
receive his death benefits under the Qualified Plan or, if there is no such person, his estate.



     1.2 Board of Directors means the Company’s board of directors.



     1.3 Committee means the compensation committee of the Company.



     1.4 Executive means a salaried employee of the Company who is covered under the
Qualified Plan, is a key management or highly compensated employee of the Company or an affiliate,
and who has been designated and approved by the Committee as a participant in the Plan.



     1.5 Plan means the Robbins & Myers, Inc. Executive Supplemental Pension Plan.



     1.6 Qualified Plan means the Robbins & Myers, Inc. Cash Balance Pension Plan,
including Supplements, a tax-qualified employee defined benefit pension plan sponsored by the
Company, of which the Executive is or has been a member. [Effective October 1, 1999, the Robbins &
Myers, Inc. Pension Plan merged into the Robbins & Myers, Inc. Cash Balance Plan for Salaried
Employees of Chemineer, Pfaudler and Edlon. The merged plan is named the Robbins & Myers, Inc.
Cash Balance Pension Plan. Supplement One to the merged plan applies to those Executives covered
under the Robbins & Myers, Inc. Pension Plan.]



     1.7 Supplemental Pension means the payments under this Plan.



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SECTION 2




Supplemental Pension




     2.1 Normal Retirement. If the Executive terminates employment with the Company on or
after his Normal Retirement Date (as defined in the sections of the Qualified Plan applicable to
the Executive’s benefits), his Supplemental Pension as of any date is an amount that (when
expressed as a single life annuity) is equal to:




     (a) the Executive’s accrued benefit in the Qualified Plan, determined in accordance
with the provisions of the Qualified Plan applicable to the Executive’s benefit calculations
as in effect on that date, but assuming, for purposes of this computation, that (i) Sections
415 and 401(a)(17) of the Code had not been enacted;




     reduced by




     (b) the Executive’s accrued benefit in the Qualified Plan determined in accordance with
the provisions of the Qualified Plan applicable to the Executive’s benefit computation, as
in effect on that date.


The Executive will receive the Actuarial Equivalent (as defined in the Qualified Plan) of the
benefit described in this Section 2.1 in a single lump sum on the first day of the 14th calendar
month following the Executive’s termination of employment on or after his Normal Retirement Date.




     2.2 Early Retirement. If the Executive terminates employment with the Company on or
after his Early Retirement Date (as defined in the section of the Qualified Plan applicable to the
Executive’s benefit computation), the Executive will receive a Supplemental Pension equal to the
benefit described under Section 2.1 of this Plan; provided, if benefits under this section commence
prior to the Executive’s Normal Retirement Date, payments shall be reduced in the same manner as
though made to the Executive in accordance with the Early Retirement provisions of the Qualified
Plan applicable to the Executive’s benefit computation, as in effect on the date payments under
this sections are to begin. The Executive will receive the Actuarial Equivalent (as defined in the
Qualified Plan) of the benefit described in this Section 2.2 in a single lump sum on the first day
of the 14th calendar month following the Executive’s termination of employment on or after his
Early Retirement Date (as defined in the Qualified Plan).



     2.3 Disability. If the Executive becomes Disabled (as defined in the Qualified Plan)
before terminating employment with the Company, he will receive a Supplemental Pension equal to the
benefit described in Section 2.1 of this Plan. The Supplemental Pension shall be calculated as
though the Executive continued to receive the same rate of compensation he or she was receiving
immediately prior to his or her disability and as though (i) if the Executive is covered under
Supplement One to the Plan, he or she continued to earn Credited Service (as defined in Supplement
One to the Qualified Plan) or (ii) if the Executive is not covered under Supplement One to the
Qualified Plan, he continued to receive pay-based credits (as defined in



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the Qualified Plan) from the date of his or her disability until his or her Normal Retirement
Date. The Executive will receive the Actuarial Equivalent (as defined in the Qualified Plan) of the
benefit described in this Section 2.3 in a single lump sum on the first day of the 14th calendar
month following the determination of the Executive’s disability. Notwithstanding the above and
effective as of October 5, 2007, the term “Disabled” means the condition whereby an Executive (i)
is unable to engage in any substantial activity by reason of any medically determinable physical or
mental impairment that can be expected to result in death or can be expected to last for a
continuous period of not less than twelve months; or (ii) is, by reason of any medically
determinable physical or mental impairment that can be expected to last for a continuous period of
not less than twelve months, receiving income replacement benefits for a period of not less than
three months under an accident and health plan of the Company.




     2.4 Death. If the Executive dies before his Supplemental Pension payments begin under
this Plan, the Executive’s Beneficiary will receive a benefit, paid in the form of a lump sum,
within 90 days after the death of the Executive. The amount of the death benefit to which the
Executive’s Beneficiary is entitled under this Plan is the Actuarial Equivalent (as defined in the
Qualified Plan) of the Supplemental Pension payable to the Executive under this Plan as though the
Executive had reached his Normal Retirement Date on the day immediately preceding his date of
death.



     2.5 Termination for Other Reasons. If the Executive terminates employment with the
Company for any reason other than death or disability prior to his Early Retirement Date and before
he has earned a nonforfeitable right to 100% of his benefits under the Qualified Plan, he will
irrevocably forfeit all benefits under this program. If the Executive terminates employment with
the Company for any reason other than death or disability prior to his Early Retirement Date and
after he has earned a nonforfeitable right to 100% of his benefits under the Qualified Plan, he
will receive the Actuarial Equivalent (as defined in the Qualified Plan) of the benefit described
in Section 2.1 in a single lump sum on the first day of the 14th calendar month following the later
of the Executive’s termination of employment or the Participant’s 65th birthday.



     2.6 Subsequent Deferral Election. An Executive may elect to defer the payment of his
or her Supplemental Benefit until a date later than and in a form different from than specified in
Section 2.1, 2.2, 2.3 or 2.5 by executing a Subsequent Deferral Election and delivering the
Subsequent Deferral Election to the Secretary of the Company not less than 12 months prior to the
date on which payment is to begin pursuant to Section 2.1, 2.2, 2.3 or 2.5. A Subsequent
Deferral Election must provide that all payments with respect to which the Subsequent Deferral
Election is made will be deferred for a period of not less than five years from the date such
payments would otherwise have been made. A Subsequent Deferral Election shall be irrevocable. In
no event may a Subsequent Deferral Election result in the acceleration of any payment under the
Plan, except as may be permitted by Treasury Regulations issued under Section 409A of the Code.



SECTION 3




Risk of Forfeiture




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     If the Executive, without the express prior written consent of the Company, directly or
indirectly, individually or as an agent, officer, director, employee, consultant, shareholder, or
partner engages in any business or enterprise which is in Competition with the Company (as defined
below) during the time of the Executive’s employment with the Company or any of its affiliates or
at any time thereafter, all benefits accrued under this supplemental retirement plan will be
forfeited permanently and payment of benefits, if begun, will stop.



     As used in this Section, (i) the words “Competition with the Company” include competition with
the Company or any subsidiary or affiliate of the Company, or any of the successors or assigns of
the business of any of them (the “Company Group”), and (ii) a business or enterprise will be in
Competition with the Company if it is engaged, in any state in the United States in which any
products of any member of the Company Group are then marketed or in any foreign country in which
such products are then marketed, in manufacturing, designing, engineering, assembling or
distributing pumps, oil field power sections, industrial mixers and agitators, glass-lined reactor
and storage vessels, or valves. However, this section will not prevent the Executive from (i)
being employed by or serving as an officer of or consultant to any subsidiary or division of a
business or enterprise in Competition with the Company if that subsidiary or division is not itself
in Competition with the Company; or (ii) purchasing or holding for investment less than 2% of the
shares of any corporation regularly traded either on a national securities exchange or in the
over-the-counter market.



     The Executive also will forfeit any benefits accrued under this supplemental retirement plan
and payment of benefits, if begun, will stop if the Executive, without the express prior written
consent of the Company, discloses, misappropriates, or makes available to anyone outside the
Company at any time, either during the Executive’s employment with the Company or any of its
affiliates or subsequent to termination of employment, any trade secrets or confidential
information belonging to the Company or any of its affiliates. As used in this Section,
“confidential information” includes, but is not limited to, business systems, methods, policies,
procedures, manuals, promotional materials, price lists, pricing policies, order forms, contracts,
agreements, invoices, receipts, messages, memoranda, circulars, bulletins, sales records for any
assigned territory, sale and delivery schedules, customer lists, customer files, customer credit
terms and information, any records regarding the solicitation of orders, past, present or
prospective orders to the extent that any of these items are used by the Company or any of its
affiliates and which became known to the Executive by reason of his employment.



SECTION 4




Administration




     The Committee is responsible for the general interpretation and administration of this Plan
and the carrying out of its provisions, and has all rights and powers required in that connection.



SECTION 5




Nature of Benefits




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A participant in this Plan shall not, by virtue of his participation in this Plan, have any right,
title or interest in any asset of the Company. The obligation of the Company to make payments
under this Plan is an unsecured promise of the Company to pay benefits as they become due.




SECTION 6




General Provisions




     6.1 Non-Alienation of Benefits. Benefits payable under this Plan may not be
anticipated, assigned (either at law or in equity), alienated, pledged, encumbered or subjected to
attachment, garnishment, levy, execution or other legal or equitable process.



     6.2 Taxes. Any taxes required to be withheld by any federal, state or local
government will be deducted from payments due under this Plan, and paid on behalf of the Executive
to the appropriate taxing authority.



     6.3 Amendment; Termination. The Board of Directors may from time to time amend this
Plan, or any provision thereof, in such respects as the Board of Directors may deem advisable
except that no amendment to this Plan may be adopted which would adversely affect the rights of any
participant under this Plan unless the Executive consents in writing to the amendment. When an
Executive terminates employment with the Company, he will cease to earn additional benefits under
this Plan, except as provided in Section 2.3. If the Executive is reemployed after terminating
employment with the Company (whether or not he incurs a Break-in-Service as defined in the
Qualified Plan), he may earn benefits attributable to his subsequent period of employment only if
the Committee again extends this Plan to him.



     6.4 Non-duplication. No Executive may receive a benefit under this Plan if he
receives a benefit under the Robbins & Myers, Inc. Executive Supplemental Retirement Plan.



     6.5 Successor; Binding Agreement. This Plan and the obligations hereunder are binding
on the Company and its successors and assigns. In the case of a merger, consolidation, sale of all
or substantially all of its assets, liquidation or other reorganization of the Company under
circumstances in which a successor person, firm or company (a) continues all or a substantial part
of the Company’s business and (b) employs a substantial number of the Company’s employees, the
successor will be substituted for the Company under this Plan. The Company will require any
successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business or assets of the Company, by agreement in form and substance
reasonably satisfactory to Executive, to expressly assume and agree to perform this Plan in the
same manner and to the same extent that the Company would be required to perform it if no such
succession had taken place.



     6.6 Applicable Law. This Plan will be governed by and construed in accordance with
the laws of the State of Ohio and the United States of America.



     6.7 Plan Not a Contract of Employment. Neither the adopting of this supplemental
pension program nor the payment of any benefit gives any legal or equitable right to any person
against the Company, any affiliate of the Company or their officers or employees except as



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provided in this document. Participation in the program does not give any Executive any right
to continued employment.




     6.8 Claims Procedure. Any controversy or claim arising out of or relating to this
Plan shall be filed with the Committee which shall make all determinations concerning such claim.
Any decision by the Committee denying such claim shall be in writing and shall be delivered to all
parties in interest. Such decision shall set forth the reasons for denial in plain language.
Pertinent provisions of the Plan shall be cited and, where appropriate, an explanation as to how
the Executive can perfect the claim will be provided. This notice of denial of benefits will be
provided within 90 days of the Committee’s receipt of the Executive’s claim for benefits. If the
Committee fails to notify the Executive of its decision regarding his claim, the claim shall be
considered denied, and the Executive shall then be permitted to proceed with his appeal as provided
in this section.



     If the Executive has been completely or partially denied a benefit, the Executive shall be
entitled to appeal this denial of his claim by filing a written statement of his position with the
Committee no later than sixty (60) days after receipt of the written notification of such claim
denial. The Committee shall schedule an opportunity for a full and fair review of the issue within
thirty (30) days of receipt of the appeal.



     The decision on review shall set forth specific reasons for the decision, and shall cite
specific references to the pertinent Plan provisions on which the decision is based.



     Following the Committee’s review of any additional information submitted by the Executive,
either through the hearing process or otherwise, the Committee shall render a decision on its
review of the appealed claim in the following manner:




     (a) The Committee shall make its decision regarding the merits of the appealed claim
within sixty (60) days following its receipt of the request for review (or within 120 days
after such receipt, in a case where there are special circumstances requiring extension of
time for reviewing the appealed claim). The Committee shall deliver the decision to the
Executive in writing. If an extension of time for reviewing the appealed claim is required
because of special circumstances, written notice of the extension shall be furnished to the
Executive prior to the commencement of the extension. If the decision on review is not
furnished within the prescribed time, the claim shall be deemed denied on review.




     (b) The decision on review shall set forth specific reasons for the decision, and shall
cite specific references to the pertinent Plan provisions on which the decision is based.



     IN WITNESS WHEREOF, Robbins & Myers, Inc. has executed this document this                      day of
                                        .



	 	 	 	 	 	 	 
	 	 	ROBBINS & MYERS, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 





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AGREEMENT OF EXECUTIVE




     The undersigned hereby agrees to be designated as an Executive participating in the foregoing
Robbins & Myers, Inc. Executive Supplemental Pension Plan and to be bound by the terms and
provision of said Plan.



	 	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Executive
	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Date:	 	 	 	 
	 

	 	 	 	 	 	 






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