EX-10.1



 





EXHIBIT 10.1




ROBBINS & MYERS, INC.

2004 STOCK INCENTIVE PLAN AS AMENDED




Section 1.  Purpose




     The purpose of the Plan is to promote the long-term success of the Company by providing
financial incentives to persons who are in positions to make significant contributions toward the
Company’s success. The Plan is designed to attract individuals of outstanding ability to
employment or other service with the Company and its subsidiaries and to encourage them to acquire
a proprietary interest in the Company through stock ownership, to continue in the service of the
Company and its subsidiaries, and to render superior performance during their period of employment
or other service with the Company.



Section 2.  Definitions




     Wherever the following capitalized terms are used in this Plan, they shall have the meanings
specified below.



     (a) “Award” means an award of an Option, Restricted Share Award, Share Unit Award, Performance
Award or Share Award granted under the Plan.



     (b) “Award Agreement” means an agreement entered into between the Company and a Participant
setting forth the terms and conditions of an Award granted to a Participant.



     (c) “Board” means the Board of Directors of the Company.



     (d) “Change of Control” means and shall be deemed to have occurred on (i) the date upon which
the Company is provided a copy of a Schedule 13D, filed pursuant to Section 13(d) of the Securities
Exchange Act of 1934 indicating that a group or person, as defined in Rule 13d-3 under said Act,
has become the beneficial owner of 20% or more of the outstanding Voting Shares or the date upon
which the Company first learns that a person or group has become the beneficial owner of 20% or
more of the outstanding Voting Shares if a Schedule 13D is not filed; (ii) the date of a change in
the composition of the Board such that individuals who were members of the Board on the date two
years prior to such change (or who were subsequently elected to fill a vacancy in the Board, or
were subsequently nominated for election by the Company’s shareholders, by the affirmative vote of
at least two-thirds of the directors then still in office who were directors at the beginning of
such two year period) no longer constitute a majority of the Board; (iii) the date the shareholders
of the Company approve a merger or consolidation of the Company with any other corporation, other
than a merger or consolidation which would result in the Voting Shares of the Company outstanding
immediately prior thereto continuing to represent (either by remaining outstanding or by being
converted into Voting Shares of the surviving entity) at least 80% of the total voting power
represented by the Voting Shares of the Company or such surviving entity outstanding immediately
after such merger or consolidation; or (iv) the date shareholders of the Company approve a plan of
complete liquidation of the Company or an agreement for the sale or disposition by the Company of
all or substantially all the Company’s assets.



 









 





     (e) “Code” means the Internal Revenue Code of 1986, as amended.



     (f) “Committee” means the committee referred to in Section 4.



     (g) “Common Shares” means the common shares, without par value, of the Company.



     (h) “Company” means Robbins & Myers, Inc., an Ohio corporation, and when used with reference
to employment of a Participant or services as a director, Company includes any Subsidiary of the
Company.



     (i) “Date of Grant” means the date on which an Award under the Plan is made by the Committee,
or such later date as the Committee may specify to be the effective date of the Award.



     (j) “Disability” means that because of an injury or sickness the Participant is unable to
perform any occupation for which the Participant is qualified, or may reasonably become qualified,
by reason of education, training, or experience, whether or not a job involving such occupation is
available with the Company.



     (k) “Eligible Person” means any person who is an employee, officer, or director of the Company
or any Subsidiary or any person who is determined by the Committee to be a prospective employee,
officer, or director of the Company or any Subsidiary and who becomes such an employee, officer or
director within six months of the Date of Grant.



     (l) “Fair Market Value” means the closing price of a Common Share on the date when the value
of a Common Share is to be determined, as reported on the New York Stock Exchange-Composite
Transactions Tape; or, if no sale of Common Shares is reported on such date, then the next
preceding date on which a sale occurred; or if the Common Shares are no longer listed on such
exchange, the determination of such value shall be made by the Committee in accordance with
applicable provisions of the Code and related regulations promulgated under the Code.



     (m) “Gross Misconduct” means engaging in any act or acts involving conduct which violates
Company policy or is illegal and which results, directly or indirectly, in personal gain to the
individual involved at the expense of the Company or a Subsidiary.



     (n) “Incentive Stock Option” means an Option that is an Incentive Stock Option, as defined in
Section 422 of the Code.



     (o) “Nonqualified Stock Option” means an Option that is not an Incentive Stock Option.



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     (p) “Option” means a right to purchase Common Shares at a specified price; “Optionee” means
the holder of an Option.



     (q) “Participant” means an Eligible Person who holds an outstanding Award.



     (r) “Performance Award” means an award under Section 8 under which a Participant has a right
to receive Restricted Shares, Common Shares, cash, or a combination thereof, contingent upon the
attainment of performance objectives determined in the discretion of the Committee as more fully
set forth at Section 8.



     (s) “Plan” means the Robbins & Myers, Inc. 2004 Stock Incentive Plan as set forth herein and
as amended from time to time.



     (t) “Restricted Share Award” means an Award under Section 7 under which a Participant receives
Common Shares that are nontransferable and subject to substantial risk of forfeiture until specific
conditions are met; “Restricted Shares” means Common Shares, which are the subject of a Restricted
Share Award.



     (u) “Subsidiary” means an entity (whether or not a corporation) of which more than 50% of the
voting stock in the case of a corporation, or other equity interest having voting power in the case
of an entity that is not a corporation, is owned or controlled, directly or indirectly, by the
Company.



     (v) “Section 162(m) Award” means any Award that is intended to qualify for the
performance-based compensation exemption under Section 162(m)(4)(c) of the Code and the regulations
promulgated thereunder.



     (w) “Share Award” means an Award under Section 10 entitling a Participant to Common Shares
that are free of transfer restrictions and forfeiture conditions.



     (x) “Share Unit Award” means an Award under Section 9 entitling a Participant to a payment of
a unit value based on the Fair Market Value of a Common Share.



     (y) “Voting Shares” means any securities of the Company, which vote generally in the election
of directors of the Company.



Section 3.  Common Shares Subject to the Plan




     Section 3.1. Aggregate Limitation. The maximum number of Common Shares that may be
issued pursuant to the Plan shall be One Million Two Hundred Thousand (1,200,000), subject to
adjustment in accordance with Section 3.3. The Common Shares that may be issued pursuant to the
Plan may be authorized and unissued Common Shares or Common Shares held in the Company’s treasury.
To the extent that any Award payable in Common Shares is forfeited, cancelled, returned to the
Company for failure to
satisfy vesting requirements or upon the occurrence of other forfeiture
events, or otherwise terminates without payment being made thereunder, the Common Shares covered
thereby will no longer be charged against the foregoing



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maximum share limitation and may again be
made subject to Awards under the Plan. In addition, if any Common Shares are exchanged by a
Participant or withheld from a Participant as full or partial payment to the Company of the
exercise price or tax withholding upon exercise or payment of an Award, then the number of Common
Shares that shall be charged against the maximum number of Common shares that may be issued
pursuant to the Plan shall be reduced
by the number of Common Shares so exchanged or withheld. Any Awards settled in cash shall not
be counted against the share limitation set forth in this Section 3.1.



     Section 3.2. Per Participant Limitations. The maximum number of Common Shares that
may be granted as Awards to a Participant in any fiscal year of the Company is as follows:



     (a) With respect to Options, no more than 100,000 Common Shares may be subject to options
granted in the year, subject to adjustment in accordance with Section 3.3;



     (b) With respect to Restricted Common Shares (not issued in connection with Performance
Awards), no more than $500,000 in Common Shares, based on the Fair Market Value of the shares on
the Date of Grant, may be awarded in the year;



     (c) With respect to Performance Awards, no more than $1,000,000 in Common Shares, based on the
Fair Market Value of the shares on the Date of Grant, may be awarded in the year;



     (d) With respect to Share Unit Awards, no more than $500,000 in Share Unit Awards, based on
the Fair Market Value of a Common Share on the Date of Grant, may be awarded in the year; and



     (e) With respect to Stock Awards, no more than $500,000 in Common Shares, based on the Fair
Market Value of the shares on the Date of Grant, may be awarded in the year.



     Section 3.3. Adjustment in Share Limitations. Adjustment in Share
Limitations. If there shall occur any recapitalization, reclassification, stock dividend,
stock split, reverse stock split, other distribution with respect to the Common Shares other than a
regular quarterly cash dividend, or other change in corporate structure affecting the Common Shares
(each of the foregoing is hereinafter referred to as a “Corporate Transaction”), or any merger,
reorganization, or consolidation, the Committee may, in the manner and to the extent that it deems
appropriate and equitable to the Participants and consistent with the terms of this Plan, cause an
adjustment to be made in (i) the maximum number and kind of shares provided in Section 3.1, (ii)
the maximum number and kind of shares or units set forth in Sections 3.2, (iii) the number and kind
of Common Shares, units, or other rights subject to then outstanding Awards, (iv) the price for
each share or unit or other right subject to then outstanding Awards, (v) the performance measures
or goals relating to an Award and (v) any other terms of an Award that are affected by the event.
Notwithstanding the foregoing, to the extent that a Corporate Transaction involves a nonreciprocal
transaction between the Company and its shareholders that causes the per-share value of the Common
Shares underlying outstanding awards under this Plan to change, such as a stock dividend, stock
split, spin-off, rights offering or recapitalization through a large,



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nonrecurring cash dividend
(an “Equity Restructuring”), the Committee shall be required to make or provide for such
adjustments set forth in the preceding sentence that, in its sole discretion, are required to
equalize the value of the outstanding awards under this Plan before and after the Equity
Restructuring. Notwithstanding the foregoing, in the case of Incentive Stock Options, any such
adjustments shall be made in a manner consistent with the requirements of Section 424(a) of the
Code.



     Section 3.4. Fractional Common Shares. No right to purchase, or to be issued
fractional Common Shares, shall result from any adjustment in Awards pursuant to this Section 3.
In the case of any such adjustment, the Common Shares subject to the Award shall be rounded down to
the nearest whole share.



     Section 3.5. Merger or Other Reorganization. Any other provision of the Plan or an
Award Agreement to the contrary notwithstanding, in the event the Company is a party to a merger or
other reorganization, outstanding Awards shall be subject to the agreement of merger or
reorganization. Such agreement may provide, without limitation, for the assumption of outstanding
Awards by the surviving corporation or its parent, for their continuation by the Company (if the
Company is a surviving corporation), for accelerated vesting and accelerated expiration, or for
settlement in cash.



Section 4.  Administration




     Section 4.1. Committee. The Plan shall be administered by a Committee of the Board,
comprised of three or more directors, who shall from time to time be appointed by, and serve at the
pleasure of, the Board. Solely to the extent deemed necessary or advisable by the Board, each
director serving on the Committee shall be (i) a “non-employee director” within the meaning of Rule
16b-3 promulgated under the Securities Exchange Act of 1934, (ii) an “outside director” within the
meaning of Code Section 162(m), and (iii) an “independent director” within the meaning of rules
adopted by the New York Stock Exchange.



     Section 4.2. Authority. The Committee shall have and exercise all the power and
authority granted to it under the Plan. Subject to the provisions of the Plan, the Committee shall
have authority in its sole discretion from time to time (i) to designate from Eligible Persons the
persons to whom Awards are granted; (ii) to prescribe such limitations, restrictions and conditions
upon any such awards as the Committee shall deem appropriate, including establishing and
administering performance measures in Section 11, and certifying whether the performance measures
have been met; (iii) to interpret the Plan and to adopt, amend and rescind rules and regulations
relating to the Plan; and (iv) to make all other determinations and take all other actions
necessary or advisable for the implementation and administration of the Plan.



     Section 4.3. Committee Actions. A majority of the Committee shall constitute a
quorum, and the acts of a majority of the members present at a meeting at which a quorum is
present, or acts reduced to or approved in writing by all members of the Committee, shall be acts
of the Committee. All such actions shall be final, conclusive, and binding. No member of the
Committee shall be liable for any action taken or decision made in good faith relating to the Plan
or any Award thereunder.



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     Section 4.4. Interpretation and Construction. Section 162(m) Awards are intended to
qualify as performance-based compensation within the meaning of Code Section 162(m)(4)(C). Any
provision of the Plan that would prevent a Section 162(m) Award from so qualifying shall be
administered, interpreted and construed to carry out such intention and any provision that cannot
be so administered, interpreted and construed shall to that extent be disregarded.



Section 5.   Eligibility; Awards




     Section 5.1. Eligible Persons. The Committee may grant Awards to Eligible Persons.



     Section 5.2. Awards. Awards may be granted in any one or more combinations of (i)
Incentive Stock Options, (ii) Nonqualified Stock Options, (iii) Restricted Share Awards, (iv)
Performance Awards, (v) Stock Unit Awards, and (vi) Share Awards. All Awards shall be subject to
such other terms and conditions as may be established by the Committee. Determinations by the
Committee under the Plan, including without limitation, designation of Participants, the form,
amount and timing of Awards, the terms and provisions of Awards, and the written agreements
evidencing Awards, need not be uniform and may be made selectively among Eligible Persons who
receive, or are eligible to receive, Awards hereunder, whether or not such Eligible Persons are
similarly situated.



     Section 5.3. Employment. The Plan and the Awards granted hereunder shall not confer
upon any person the right to continued employment with the Company or affect in any way the right
of the Company to terminate the employment of any person at any time and for any reason.



Section 6.  Options




     The Committee may grant Incentive Stock Options and Nonqualified Stock Options and such
Options shall be subject to the following terms and conditions and such other terms and conditions
as the Committee may prescribe:



     Section 6.1. Option Price. The option price per Common Share with respect to each
Option shall be determined by the Committee but shall not be less than the Fair Market Value of a
Common Share on the Date of Grant.



     Section 6.2. Period of Option. The period of each Option shall be fixed by the
Committee but in no case may an option be exercised more than ten years after its Date of Grant.



     Section 6.3. Exercise of Option. Subject to the provisions of Section 6.4 relating to
continuous employment or other service, an Option may be exercised with respect to all Common
Shares covered thereby or may be exercised with respect to a specified number of Common Shares over
a specified period or periods as determined by the Committee. Any Common Shares not purchased
during a specified period may be purchased thereafter at any time prior to the expiration of the
Option unless the Committee determines otherwise. The Committee may at any time remove or alter
any restriction on exercise of an Option that was imposed by the Committee.



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     Section 6.4. Termination of Service. No Option may be exercised under the Plan after
the Optionee’s employment or other service with the Company has terminated except that an Option
may, subject to the ten year limitation at Section 6.2, be exercised (i) within 30 days after the
Optionee’s employment or other service with the Company ceases, if the cause of cessation of
employment or other service was other than retirement, disability, death or termination of
employment or other service by the Company for Gross Misconduct; (ii) within one year of cessation
of employment in the case of early retirement except that the Committee may, in its
discretion, in the case of early retirement, extend the period of exercise to a date not more
than three years after cessation of employment; and (iii) within three years of cessation of
employment or other service in the case of normal retirement, death or disability. After
termination of employment or other service, Options may be exercised only to the extent they could
have been exercised on the date of the Optionee’s termination of employment or other service.
Whether authorized leave of absence or absence for military or governmental service shall
constitute a termination of employment or other service shall be determined by the Committee.



     Section 6.5. Additional Rules Applicable to Incentive Stock Options. Except as may
otherwise be permitted by the Code, the following additional rules shall be applicable to Incentive
Stock Options:



     (a) Eligibility. An Incentive Stock Option may only be granted to an Eligible Person
who is considered an employee of the Company or any Subsidiary for purposes of Treasury Regulations
applicable to Incentive Stock Options.



     (b) Annual Limits; Limits on Grants to Holders of 10% or More. No Incentive Stock
Option shall be granted to a Participant as a result of which the aggregate Fair Market Value
(determined as of the Date of Grant) of the Common Shares with respect to which Incentive Stock
Options are exercisable for the first time in any calendar year under the Plan and any other stock
option plans of the Company, any Subsidiary, or any parent corporation, would exceed $100,000,
determined in accordance with Section 422(d) of the Code. This limitation shall be applied by
taking Options into account in the order in which granted. To the extent that any Common Shares
subject to an Option granted under the Plan are not eligible to subject to an Incentive Stock
Option because of the foregoing limitations, the Common Shares shall be treated as being subject to
a Nonqualified Stock Option granted under the Plan. In addition, no Incentive Stock Option shall
be granted to an Eligible Person who possesses, directly or indirectly (within the meaning of Code
Section 424(d)), at the time of grant more than 10% of the combined voting power of all classes of
stock of the Company unless the option price is at least 110% of the Fair Market Value of the
Common Shares subject to the Option on the date such Option is granted and such Incentive Stock
Option is not exercisable after the expiration of five years from the date of grant.



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     (c) Other Terms and Conditions; Nontransferability. Any Incentive Stock Option
granted hereunder shall contain such additional terms and conditions, not inconsistent with the
terms of this Plan, as are deemed necessary or desirable by the Committee, which terms, together
with the terms of this Plan, shall be intended and interpreted to cause such Incentive Stock Option
to qualify as an “incentive stock option” under Section 422 of the Code. An Incentive Stock Option
shall by its terms be nontransferable other than by will, by the laws of descent and distribution,
or by designation of a beneficiary pursuant to this Plan and shall be exercisable during the
lifetime of a Participant only by such Participant or a Participant’s legal guardian as permitted
under Section 422 of the Code.



     (d) Disqualifying Dispositions. If Common Shares acquired by exercise of an Incentive
Stock Option are disposed of within two years following the Date of Grant or one year
following the issuance of such shares to the Participant upon exercise, the Participant shall,
promptly following such disposition, notify the Company in writing of the date and terms of such
disposition and provide such other information regarding the disposition as the Company may
reasonably require.



     Section 6.6. Option Exercise; Payment; Tax Withholding. Subject to such terms and
conditions as shall be specified in an Award Agreement and the Plan, an Option may be exercised in
whole or in part by notice in the form required by the Company, together with payment of the
aggregate exercise price therefor. Unless otherwise specified in the Award Agreement, payment of
the exercise price may be made as follows: (i) in cash, (ii) payment in Common Shares that have
been held by the Participant for at least six months (or such other period as the Committee may
deem appropriate for purposes of applicable accounting rules) by actual delivery of such Common
Shares to the Company or by in accordance with the attestation procedure at Section 6.7, valued at
the Fair Market Value of such shares on the date of exercise, (iii) by a delivery of a notice in
the form acceptable to the Committee that the Participant has placed a market sell order (or
similar instruction) with a broker with respect to Common Shares then issuable upon exercise of the
Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of
the sale to the Company in satisfaction of the exercise price (conditioned upon the payment of such
net proceeds), (iv) by a combination of the methods described above, or (v) by such other method as
may be approved by the Committee and set forth in the Award Agreement.



     Section 6.7 Attestation Procedure. If a Participant desires to pay the Option price
by delivery of already-owned Common Shares, the Participant may either physically deliver the
already-owned Common Shares or follow the attestation procedure set forth in this Section 6.7. To
attest to the ownership of already-owned Common Shares, the Participant shall submit to the Company
a signed statement at the time of exercise of an Option that (i) sets forth the number of Common
Shares already-owned by the Participant that are to be used in payment of the Option price, (ii)
confirms that the Participant is the owner of such payment shares, and (iii) if such payment shares
are registered in the Participant’s name, sets forth the certificate numbers(s) of such payment
shares. Such payment shares shall be treated as having been delivered to the Company by the
Participant on the date of exercise, and the Company shall issue to the Participant a certificate
for the number of
Common Shares being purchased, less the number of



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payment shares. The Committee
shall have the authority to amend the foregoing procedure from time to time or to limit its use in
such manner as the Committee may in its discretion determine.



     Section 6.8. Repricing and Reloads Prohibited. Neither the Committee nor the Board
shall cause the cancellation, substitution or amendment of an Option that would have the effect of
reducing the exercise price of an Option previously granted under the Plan, except in accordance
with an adjustment permitted under Section 3.3. No Option granted under the Plan may provide for
the automatic grant of another Option upon the exercise of the underlying Option without further
action by the Committee.



Section 7.  Restricted Share Awards




     Section 7.1. Grant of Restricted Share Awards. A Restricted Share Award may be
granted to any Eligible Person selected by the Committee. A Restricted Share Award granted to an
Eligible Person represents Common Shares that are issued subject to such vesting and transfer
restrictions as the Committee shall determine and set forth in an Award Agreement. The Committee
may grant Restricted Share Awards that are Section 162(m) Awards, as well as Restricted Share
Awards that are not Section 162(m) Awards.



     Section 7.2. Vesting Requirements. The restrictions imposed on shares granted under a
Restricted Share Award shall lapse in accordance with the vesting requirements specified by the
Committee in the Award Agreement, provided, however, that unless the vesting requirements are based
on specified performance goals and measures set forth in the Award Agreement at the time of the
Award or the Restricted Shares are issued in lieu of cash compensation, then the shares shall vest
over a not less than three-year period, with up to one-third of the shares available for vesting on
or after the first annual anniversary date of the date of Award, up to an additional one-third of
the shares available for vesting on or after the second annual anniversary date, and the remaining
shares subject to the Award being available for vesting on or after the third annual anniversary
date. Notwithstanding the foregoing, the Committee may accelerate the vesting of a Restricted
Share Award in the event of a Change of Control or the termination of the Participant’s employment
as a result of disability or death. Such vesting requirements may be based on the continued
employment or other service of the Participant with the Company or its Subsidiaries for a specified
time period or periods. Such vesting requirements may also be based on the attainment of specified
performance goals or measures established by the Committee in its sole discretion, but no
performance period for the attainment of specified performance goals or measures shall be less than
one year. In the case of any Restricted Share Award that is a Section 162(m) Award, any such
performance-based vesting requirements shall be based upon the performance criteria identified in
Section 11 hereof, and the terms of the Award shall otherwise comply with the requirements
described in Section 11 hereof. If the vesting requirements of a Restricted Share Award shall not
be satisfied, the Award shall be forfeited and returned to the Company.



     Section 7.3. Restrictions. Shares granted under any Restricted Share Award may not be
transferred, assigned or subject to any encumbrance, pledge, or charge until all applicable
restrictions are removed or have expired, unless otherwise allowed by the Committee. Failure to



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satisfy any applicable restrictions shall result in the subject shares of the Restricted Share
Award being forfeited and returned to the Company. The Committee may require in an Award Agreement
that certificates representing the shares granted under a Restricted Share Award bear a legend
making appropriate reference to the restrictions imposed, and that certificates representing the
shares granted under a Restricted Share Award will remain in the physical custody of the Company or
an escrow holder until all restrictions are removed or have expired.



     Section 7.4. Rights as a Shareholder. Subject to the foregoing provisions of this
Section 7 and the applicable Award Agreement, the Participant will have all rights of a shareholder
with respect to the shares granted to him under a Restricted Share Award, including the right to
vote the shares and receive all dividends and other distributions paid or made with respect
thereto, unless the Committee determines otherwise at the time the Restricted Share Award is
granted.



     Section 7.5. Section 83(b) Election. If a Participant makes an election pursuant to
Section 83(b) of the Code with respect to a Restricted Share Award, the Participant shall be
required to file, within 30 days following the Date of Grant, a copy of such election with the
Company and with the Internal Revenue Service, in accordance with the regulations under Section 83
of the Code. The Committee may provide in an Award Agreement that the Restricted Share Award is
conditioned upon the Participant’s refraining from making an election with respect to the Award
under Section 83(b) of the Code.



Section 8.  Performance Awards




     Section 8.1. Grant of Performance Awards. The Committee may grant Performance Awards
under the Plan which represent the right to receive a specified number Common Shares or their
equivalent value, referred to herein as Performance Shares, if performance goals established by the
Committee for a performance period are satisfied. The value of each Performance Share is equal to
the Fair Market Value of a Common Share on any applicable date of determination. The Committee may
grant Performance Awards that are Section 162(m) Awards, as well as Performance Awards that are not
Section 162(m) Awards. At the time a Performance Award is granted, the Committee shall determine,
in its sole discretion, the applicable performance period and performance goals to be achieved
during the performance period, as well as such other conditions as the Committee deems appropriate.
The performance goals applicable to a Performance Award grant may be subject to adjustments as the
Committee shall deem appropriate to reflect significant unforeseen events, such as changes in law,
accounting practices or unusual or nonrecurring items or occurrences. The Committee’s authority to
make such adjustments shall be subject to such limitations as the Committee deems appropriate in
the case of a Performance Award that is a Section 162(m) Award. In the case of any Performance
Award that is a Section 162(m) Award, performance-goals shall be based upon the performance
criteria identified in Section 11.2 hereof, and the terms of the Award shall otherwise comply with
the requirements described in Section 11 hereof.



     Section 8.2. Payment of Performance Awards. At the end of the performance period, the
Committee shall determine the extent to which performance goals have been attained in order



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to
establish number of Performance Shares that have been earned. Payments for Performance Shares
earned, if any, shall generally be made as soon as practicable following the end of the performance
period, subject to any tax withholding requirements. The Committee, in its discretion, may elect
to make payment of the Performance Awards in Restricted Shares, Common Shares, cash or any
combination of the foregoing.



Section 9.  Share Unit Awards




     Section 9.1. Grant of Share Unit Awards. A Share Unit Award may be granted to any
Eligible Person selected by the Committee. A Share Unit Award is an Award to an Eligible Person of
a number of hypothetical share units with respect to Common Shares that are granted subject to such
vesting and transfer restrictions and conditions of payment as the Committee shall determine and
set forth in an Award Agreement. The value of each unit under a Share Unit Award is equal to the
Fair Market Value of a Common Share on any applicable date of determination. The Committee may
grant Share Unit Awards that are Section 162(m) Awards,
as well as Share Unit Awards that are not Section 162(m) Awards. A Share Unit Award shall be
subject to such restrictions and conditions as the Committee shall determine. A Share Unit Award
may be granted, at the discretion of the Committee, together with a dividend equivalent right with
respect to the same number of Common Shares.



     Section 9.2. Vesting of Share Unit Awards. On the Date of Grant, the Committee shall
determine, in its sole discretion, any vesting requirements with respect to a Share Unit Award,
which shall be set forth in the Award Agreement, provided that the Committee may accelerate the
vesting of a Share Unit Award at any time. Vesting requirements may be based on the continued
employment or other service of the Participant with the Company or its Subsidiaries for a specified
time period or periods. Vesting requirements may also be based on the attainment of specified
performance goals or measures established by the Committee in its sole discretion. In the case of
any Share Unit Award that is a Section 162(m) Award, any such performance-based vesting
requirements shall be based upon the performance criteria identified in Section 11.2 hereof, and
the terms of the Award shall otherwise comply with the requirements described in Section 11
hereof. A Share Unit Award may also be granted on a fully vested basis, with a deferred payment
date.



     Section 9.3. Payment of Share Unit Awards. A Share Unit Award shall become payable to
a Participant at the time or times determined by the Committee and set forth in the Award
Agreement, which may be upon or following the vesting of the Award. The payment with respect to
each share unit under a Share Unit Award shall be determined by reference to the Fair Market Value
of one Common Share on each applicable payment date. Payment may be made, at the discretion of the
Committee, in cash, Restricted Shares or Common Shares, or in a combination thereof, subject to
applicable tax withholding requirements.



     Section 9.4. No Rights as Shareholder. The Participant shall not have any rights as a
shareholder with respect to the shares subject to a Share Unit Award until such time as shares of
Common Shares are delivered to the Participant pursuant to the terms of the Award.



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Section 10.  Share Awards




     Section 10.1. Grant of Share Awards. A Share Award may be granted to any Eligible
Person selected by the Committee. A Share Award may be granted in lieu of cash compensation,
including salary, bonuses, or directors fee payments, as determined the Committee. A Share Award
granted to an Eligible Person represents Common Shares that are issued free of restrictions on
transfer and other incidents of ownership and free of forfeiture conditions, except as otherwise
provided in the Plan and the Award Agreement. The Committee may, in connection with any Share
Award, require the payment of a specified purchase price. The Committee may grant Share Awards
that are Section 162(m) Awards, as well as Share Awards that are not Section 162(m) Awards.



     Section 10.2. Rights as Shareholder. Subject to the foregoing provisions of this
Section 10 and the applicable Award Agreement, the Participant will have all rights of a
shareholder with respect to the shares granted to him under a Share Award, including the right to
vote the shares and receive all dividends and other distributions paid or made with respect
thereto.



Section 11.  Section 162(m) Awards




     Section 11.1. Awards. Options granted under the Plan are intended by their terms to
qualify as Section 162(m) Awards. Restricted Stock Awards, Stock Unit Awards, Stock Awards and
Performance Awards granted under the Plan may qualify as Section 162(m) Awards if the Awards are
granted or become payable or vested based upon pre-established performance goals in accordance with
this Section 11.



     Section 11.2. Performance Criteria. In the case of a Restricted Stock Award, Stock
Unit Award, Stock Award or Performance Award that is intended to be a Section 162(m) Award, the
performance criteria upon which the grant, payment or vesting may be based shall be limited to one
or more of the following performance measures, which may be applied with respect to the Company,
any Subsidiary or any business unit: cash flow; cash flow from operations; free cash flow; total
earnings; earnings per share, diluted or basic; earnings per share from continuing operations,
diluted or basic; income before income taxes; earnings before interest and taxes; earnings before
interest, taxes, depreciation, and amortization; earnings from continuing operations; net asset
turnover; inventory turnover; receivable turnover; capital expenditures; net earnings; operating
earnings; gross or operating margin; debt; working capital; return on equity; return on net assets;
return on total assets; return on capital; return on investment; return on sales; net or gross
sales; market share; economic value added; expense reduction levels; stock price; and total
shareholder return. The foregoing performance criteria shall have any reasonable definitions that
the Committee may specify within the period specified in Section 11.3, which may include or exclude
any items specified by the Committee, including but not limited to any or all of the following
items: discontinued operations, extraordinary, unusual, non-recurring or special items, effects of
accounting changes, effects of currency or interest rate fluctuations, effects of financing
activities (e.g., effect on earnings per share of issuing convertible debt securities), changes in
tax rates, expenses for restructuring or productivity initiatives, litigation losses, non-operating
items, effects of acquisitions or divestitures and changes of law or regulation affecting the
Company’s business. The foregoing performance measures may be



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determined on an absolute basis or
relative to internal goals or relative to levels attained in prior years, or related to other
companies or indices, or as ratios expressing relationships between two or more performance
measures. In the case of Awards that are not Section 162(m) Awards, the Committee may designate
performance criteria from among the foregoing or such other performance criteria as it shall
determine in its sole discretion.



     Section 11.3. Section 162(m) Requirements. In the case of a Restricted Stock Award,
Stock Unit Award, Stock Award or Performance Award that is intended to be a Section 162(m) Award,
the Committee shall make such determinations with respect to an Award as required by Section 162(m)
of the Code within 90 days after the beginning of the performance period (or such other time period
as is required under Section 162(m) of the Code). As and to the extent required by Section 162(m)
of the Code, the terms of an Award that is a Section 162(m) Award must state, in terms of an
objective formula or standard, the method of computing the amount of compensation payable under the
Award, and must preclude discretion to increase the amount of compensation payable under the terms
of the Award (but may give the Committee discretion to decrease or eliminate the amount of
compensation payable).



Section 12.  Non-Assignability of Awards




     Section 12.1. Restrictions on Transfer. Except as provided in Section 12.2 with
respect to Nonqualified Stock Options, no Award granted under the Plan shall be assigned,
transferred, pledged, or otherwise encumbered by a Participant, otherwise than by will, by
designation of a beneficiary after death, or by the laws of descent and distribution, or be made
subject to execution, attachment or similar process. Except as provided in Section 12.2 with
respect to Nonqualified Stock Options, each Award shall be exercisable during the Participant’s
lifetime only by the Participant or, if permissible under applicable law, by the Participant’s
guardian or legal representative.



     Section 12.2. Limited Transferability of Nonqualified Options. Neither a Nonqualified
Stock Option nor any right thereunder may be assigned or transferred by the optionee except by will
or the laws of descent and distribution or pursuant to a qualified domestic relations order (as
defined in the Code or the Employee Retirement Income Security Act of 1974), provided, however, the
Committee may by written action permit any holder of a Nonqualified Stock Option, either before or
after the time of grant, to transfer a Nonqualified Stock Option during his lifetime to one or more
members of his family, to one or more trusts for the benefit of one or more members of his family,
or to a partnership or partnerships of members of his family, provided that no consideration is
paid for the transfer and that such transfer would not result in the loss of any exemption under
Rule 16b-3 for any option granted under any plan of the Company. The transferee of a Nonqualified
Stock Option shall be subject to all restrictions, terms and conditions applicable to the
Nonqualified Stock Option prior to its transfer. The Committee may impose on any transferable
Nonqualified Stock Option and on the shares to be issued upon the exercise of a Nonqualified Stock
Option such limitations and conditions as the Committee deems appropriate.



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Section 13.  Change of Control




     Section 13.1. General. In order to maintain all of the Participant’s rights in the
event of a Change of Control of the Company, the Committee, in its sole discretion, may, as to any
Award, either at the time that an Award is made or any time thereafter, take any one or more of the
following actions:



     (a) provide for the acceleration of any time periods relating to the exercise or realization
of any such Award, so that such award may be exercised or realized in full on or before a date
fixed by the Committee;



     (b) provide for the purchase of any such Award by the Company, upon a Participant’s request,
for an amount of cash equal to the amount that could have been attained upon the exercise of such
Award or realization of such Participant’s rights had such award been currently exercisable or
payable;



     (c) make such adjustment to any such Award then outstanding as the Committee deems appropriate
to reflect a Change of Control; or



     (d) cause any such Award then outstanding to be assumed, or new rights substituted therefor,
by the acquiring or surviving corporation, if any, in connection with a Change of Control.



     Section 13.2. Options. All outstanding Options that are not yet exercisable shall
become immediately exercisable in full in the event of a Change of Control of the Company.



Section 14.  Taxes




     Section 14.1. Withholding for Taxes. The Company shall be entitled, if necessary or
desirable, to withhold the amount of any tax attributable to any amounts payable under any Award
and the Company may defer making payment of any Award if any such tax, charge, or assessment may be
pending until indemnified to its satisfaction.



     Section 14.2. Use of Common Shares for Tax Withholding Payments. Unless the Committee
determines otherwise in its discretion, either before or after the grant of an Award, Common Shares
may be used in lieu of cash to pay to the Company all or any part of the mandatory federal, state
or local withholding tax payments (“Mandatory Withholdings”) as follows:



     (a) Nonqualified Stock Options. A Participant may use Common Shares to pay the
Company all or any part of the Mandatory Withholdings at the time of exercise of a Nonqualified
Option by following any of the methods of payment set forth in Section 6.6 for use in connection
with payment of the exercise price of an Option.



     (b) Restricted Share Awards. If Mandatory Withholdings are required to be paid at
the time Restricted Shares are delivered to a Participant or at the expiration of the Restricted
Period, then the Participant may pay the Mandatory Withholdings by delivering Common Shares



14









 







to the
Company having a Fair Market Value equal to the amount of the Mandatory Withholdings being paid by
the use of Common Shares.



     (c) Performance Shares. If Mandatory Withholdings are required to be paid at the time
Common Shares are delivered to a Participant as a Performance Award, then the Participant may pay
the Mandatory Withholdings by delivering Common Shares to the Company having a Fair Market Value
equal to the amount of the Mandatory Withholdings being paid by the use of Common Shares.



     (d) Share Awards. If Mandatory Withholdings are required to be paid at the time
Common Shares are delivered to a Participant in connection with a Share Award, then the Participant
may pay the Mandatory Withholdings by delivering Common Shares to the Company having a Fair Market
Value equal to the amount of the Mandatory Withholdings being paid by the use of Common Shares.



Section 15.  General Provisions




     Section 15.1. Form of Award Agreement. To the extent deemed necessary or appropriate
by the Committee, an Award under the Plan shall be evidenced by an Award
Agreement in a form approved by the Committee setting forth the number of Common Shares or
units subject to the Award, the exercise price, the base price, the time or times at which an Award
will become vested, exercisable or payable and the term of the Award. The Award Agreement shall
also set forth the effect on the Award of termination of employment or other service under certain
circumstances. The Award Agreement may also set forth other terms and conditions applicable to the
Award as determined by the Committee consistent with the limitations of this Plan. Award Agreements
evidencing Incentive Stock Options shall contain such terms and conditions as may be necessary to
meet the applicable provisions of Section 422 of the Code.



     Section 15.2. Forfeiture Events. The Committee may specify in an Award Agreement at
the time of the Award that the Participant’s rights, payments and benefits with respect to an Award
shall be subject to reduction, cancellation, forfeiture or recoupment upon the occurrence of
certain specified events, in addition to any otherwise applicable vesting or performance conditions
of an Award. Such events shall include, but shall not be limited to, termination of employment for
Gross Misconduct, violation of material Company policies, breach of noncompetition, confidentiality
or other restrictive covenants that may apply to the Participant, or other conduct by the
Participant that is detrimental to the business or reputation of the Company.



     Section 15.3. Compliance with Laws and Other Requirements. No Option shall be granted
and no Common Shares shall be issued in connection with any Award unless the grant of the Option
and the issuance and delivery of Common Shares or cash pursuant to the Award shall comply with all
relevant provisions of state and federal law, including, without limitation, the Securities Act of
1933, the Securities Exchange Act of 1934, the rules and regulations



15









 







promulgated thereunder, and
the requirements of any market system or stock exchange upon which the Common Shares may then be
listed or traded.



     Section 15.4. Designation of Beneficiary. Each Participant may, from time to time,
name any beneficiary or beneficiaries (who may be named contingently or successively and who may
include a trustee under a will or living trust) to whom any benefit under the Plan is to be paid in
case of his death before he receives any or all of such benefit. Each designation will revoke all
prior designations by the same Participant, shall be in a form prescribed by the Committee, and
will be effective only when filed by the Participant in writing with the Committee during his
lifetime. In the absence of any such designation or if all designated beneficiaries predecease the
Participant, benefits remaining unpaid at the Participant’s death shall be paid to the
Participant’s estate.



     Section 15. 5. Plan Binding on Transferees. The Plan shall be binding upon the
Company, its transferees and assigns, and the Participant, his executor, administrator and
permitted transferees and beneficiaries.



     Section 15.6. Construction and Interpretation. Whenever used herein, nouns in the
singular shall include the plural, and the masculine pronoun shall include the feminine gender.
Headings of Sections hereof are inserted for convenience of reference and constitute no part of the
Plan.



     Section 15.7. Severability. If any provision of the Plan or any Award Agreement shall
be determined to be illegal or unenforceable by any court of law in any jurisdiction, the remaining
provisions hereof and thereof shall be severable and enforceable in accordance with their terms,
and all provisions shall remain enforceable in any other jurisdiction.



     Section 15.8. Non-United States Participants. The Committee may grant Awards to
persons outside the United States under such terms and conditions as may, in the judgment of the
Committee, be necessary or advisable to comply with any tax, securities, regulatory or other laws
of the applicable foreign jurisdictions and, to that end, may establish sub-plans, modified option
exercise procedures and other terms and procedures. The terms and conditions of such Awards may
vary from the terms and conditions that would otherwise be required by the Plan solely to the
extent the Committee deems necessary for such purpose.



     Section 15.9. Governing Law. The Plan and all rights hereunder shall be subject to
and interpreted in accordance with the laws of the State of Ohio, without reference to the
principles of conflicts of laws, and with applicable Federal laws.



Section 16.  Notices




Each notice relating to the Plan shall be in writing and delivered in person or by certified or
registered mail to the proper address. Each notice to the Committee shall be addressed as follows:
Robbins & Myers, Inc., 1400 Kettering Tower, Dayton, Ohio 45423, Attention: Compensation
Committee. Each notice to a Participant shall be addressed to the Participant at



16









 







the address of
the Participant maintained by the Company on its books and records. Anyone to whom a notice may be
given under this Plan may designate a new address by written notice to the other party to that
effect.



Section 17.  Effective Date; Expiration Date; Amendment and Termination




     Section 17.1. Effective Date. The Plan was approved by the Board on October 6, 2004
and will become effective upon its approval by the shareholders of the Company at the Annual
Meeting of Shareholders of the Company held in 2004.



     Section 17.2. Expiration Date. The Plan shall remain available for the grant of Awards
until the expiration of ten years from the date of its approval by shareholders of the Company or
such earlier date as the Board shall determine (the “Expiration Date”). The occurrence of the
Expiration Date shall not affect the operation of the terms of the Plan or the Company’s or a
Participant’s rights and obligations with respect to Awards granted on or prior to the Expiration
Date.



     Section 17.3. Amendment. The Board may at any time terminate, amend or modify the
Plan, or any provision thereof, in such respects as the Board may deem advisable or the Committee
may to the extent permitted by the Plan amend any Award Agreement or other document evidencing an
Award made under the Plan, provided, however, the Company shall submit to shareholders for their
approval any amendment (other than an amendment pursuant to
the adjustment provisions of Section 3.2) required to be submitted for shareholder approval by
the New York Stock Exchange or that otherwise would:



     (a) increase the maximum number of Common Shares that may be issued under the Plan;



     (b) expand the types of Awards available to Participants under the Plan;



     (c) materially expand the class of Eligible Persons;



     (d) delete or limit the provisions of Section 6.7 prohibiting the repricing of Options or
reduce the price at which Common Shares may be offered under Options;



     (e) extend the term of the Plan; or



     (f) increase the limits in Section 3.2


In addition, no such amendment or modification shall be made which would impair the rights of any
Participant, without such Participant’s consent, under any outstanding Award, provided that no such
consent shall be required with respect to any amendment or modification if the Committee determines
in its sole discretion that such amendment or modification either (i) is required or advisable in
order for the Company, the Plan or the Award to satisfy any law or regulation or to meet the
requirements of any accounting standard or (ii) is not reasonably likely


17









 






to significantly diminish
the benefits provided under such Award, or that any such diminishment has been adequately
compensated.






 




			
	(1)	 	The Plan was approved by shareholders and became effective on December 8, 2004.
	 
	(2)	 	Sections 7.2 and 10.1 were amended, effective March 30, 2005, by the Board of Directors of
the Company.
	 
	(3)	 	Section 2(l) and 3.3 were amended effective October 4, 2006 by the Board of Directors of the
Company.






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