exv10w6






Exhibit 10.6




COMPENSATION CLAWBACK POLICY

ACKNOWLEDGEMENT AND AGREEMENT




     THIS COMPENSATION CLAWBACK POLICY ACKNOWLEDGEMENT AND AGREEMENT (this “Agreement”) is
entered into as of the ______ day of ______________, 2010, between ROBBINS & MYERS, INC., an Ohio
corporation (the “Company”), and ________________________ (the “Executive”), under
the following circumstances:




     WHEREAS, the Executive is an “executive officer” of the Company as defined in
Rule 3b-7 under the Securities Exchange Act of 1934, as amended;




     WHEREAS, the Company’s Board of Directors has adopted the Robbins & Myers, Inc.
Compensation Clawback Policy (the “Policy”); and




     WHEREAS, in consideration of, and as a condition to the receipt of, future
annual cash and equity-based awards, performance-based compensation and other forms
of cash or equity compensation made under the Company’s 2004 Stock Incentive Plan,
as amended, or any other incentive compensation plan of the Company (collectively,
the “Awards”), the Executive and the Company are entering into this
Agreement.



     NOW, THEREFORE, the Company and the Executive hereby agree as follows:



     1. The Executive acknowledges receipt of the Policy, a copy of which is attached hereto as
Annex A and is hereby incorporated into this Agreement by reference. The Executive has read
and understands the Policy and has had the opportunity to ask questions to the Company regarding
the Policy.



     2. The Executive hereby acknowledges and agrees that the Policy shall apply to any annual
incentives, equity-based awards (including, without limitation, performance-based restricted stock
units, time-based restricted stock units and stock options) and other performance-based awards
granted on or after October 1, 2010 (collectively, the “Compensation”), and all such
Compensation shall be subject to repayment or forfeiture under the Policy.



     3. Any applicable award agreement or other document setting forth the terms and conditions of
any annual incentive or equity-based award granted to the Executive on or after October 1, 2010
shall be deemed to include the restrictions imposed by the Policy and incorporate it by reference.
In the event of any inconsistency between the provisions of the Policy and the applicable award
agreement or other document setting forth the terms and conditions of any annual incentive or
equity-based award granted to the Executive, the terms of the Policy shall govern.



     4. The repayment or forfeiture of Compensation pursuant to the Policy and this Agreement shall
not in any way limit or affect the Company’s right to pursue disciplinary action or dismissal, take
legal action or pursue any other available remedies available to the Company. This Agreement and
the Policy shall not replace, and shall be in addition to, any rights of the Company to recover
Compensation from its executive officers under applicable laws and regulations, including but not
limited to the Sarbanes-Oxley Act of 2002.



     5. The Executive acknowledges that the Executive’s execution of this Agreement is in
consideration of, and is a condition to, the receipt by the Executive of future Awards from the
Company; provided, however, that nothing in this Agreement shall be deemed to obligate the Company
to make any Awards to the Executive in the future.



 









 





     6. This Agreement may be executed in two or more counterparts, and by facsimile or electronic
transmission, each of which will be deemed to be an original but all of which, taken together,
shall constitute one and the same Agreement.



     7. To the extent not preempted by federal law, this Agreement shall be governed by and
construed in accordance with the laws of the State of Ohio, without reference to principles of
conflict of laws. No modifications or amendments of the terms of this Agreement shall be effective
unless in writing and signed by the parties or their respective duly authorized agents. This
Agreement and the Policy shall survive and continue in full force in accordance its their terms
notwithstanding any termination of the Executive’s employment with the Company and its affiliates.
The provisions of this Agreement shall inure to the benefit of, and be binding upon, the
successors, administrators, heirs, legal representatives and assigns of the Executive, and the
successors and assigns of the Company.



     8. The Executive acknowledges and agrees that neither the Company’s adoption of the Policy nor
the execution of this Agreement shall constitute “Good Reason” to terminate his employment within
the meaning of the [employment agreement] between the Executive and the Company dated as of
___________, ______ , as the same may be amended from time-to-time.



     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year
first above written.



	 	 	 	 	 
	 	ROBBINS & MYERS, INC.

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	EXECUTIVE

 	 
	 	
 	 
	 	Name:  	 	 
	 	 	 



 









 






	 	 	 	 	 



ANNEX A




ROBBINS & MYERS, INC.

COMPENSATION CLAWBACK POLICY




     NOW, THEREFORE, BE IT RESOLVED, that Robbins & Myers, Inc., (the “Company”) hereby
adopts a claw-back policy on the following terms and conditions, effective with respect to annual
incentives or other performance-based compensation granted on or after October 1, 2010:




Each executive officer shall repay or forfeit, to the fullest extent permitted by
law and as directed by the Board, any annual incentive or other performance-based
compensation received by him or her if:




	 	•	 	the payment, grant or vesting of such compensation was based on the
achievement of financial results that were subsequently the subject of a
restatement of the Company’s financial statements filed with the Securities
and Exchange Commission,
	 
	 	•	 	the Board determines in its sole discretion, exercised in good faith,
that the executive officer engaged in fraud or misconduct that caused or
contributed to the need for the restatement,
	 
	 	•	 	the amount of the compensation that would have been received by the
executive officer had the financial results been properly reported would
have been lower than the amount actually received, and
	 
	 	•	 	the Board determines in its sole discretion that it is in the best
interests of the Company and its shareholders for the executive officer to
repay or forfeit all or any portion of the compensation.






The Board, acting solely by the independent directors as identified under the
applicable exchange listing standards, shall have full and final authority to make
all determinations under this policy, including without limitation whether the
policy applies and if so, the amount of compensation to be repaid or forfeited by
the executive officer. All determinations and decisions made by the Board pursuant
to the provisions of this policy shall be final, conclusive and binding on all
persons, including the Company, its affiliates, its shareholders and employees.




From and after October 1, 2010, each award agreement or other document setting forth
the terms and conditions of any annual incentive or other performance-based award
granted to an executive officer shall include a provision incorporating the
requirements of this policy. The remedy specified in this policy shall not be
exclusive and shall be in addition to every other right or remedy at law or in
equity that may be available to the Company.




The Board acknowledges that this Policy will be amended if and as required to comply
with the Dodd-Frank Wall Street Reform and Consumer Protection Act.


As adopted
by the Board of Directors of Robbins & Myers, Inc. on October 5, 2010.