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 ofhis continued employment, a supplemental retirement benefit under the terms described below.     The Company expressly intends that this program constitute an unfunded, nonqualified programof deferred compensation for specified key management or highly compensated employees as describedin the Employee Retirement Income Security Act of 1974, as amended.SECTION 1Definitions     1.1 Beneficiary means the person, persons or entity designated by the Executive toreceive death benefits under this Plan. A Beneficiary designation will be effective only when asigned and dated Beneficiary designation form is submitted by the Executive to the Committee. Adesignation of Beneficiary may be revoked or amended by the Executive, in writing, at any time. Ifthere is no effective designation, an Executive’s Beneficiary will be the person entitled toreceive 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 theQualified 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 theCompany, 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 SalariedEmployees 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 coveredunder the Robbins & Myers, Inc. Pension Plan.]     1.7 Supplemental Pension means the payments under this Plan.
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SECTION 2Supplemental Pension     2.1 Normal Retirement. If the Executive terminates employment with the Company on orafter his Normal Retirement Date (as defined in the sections of the Qualified Plan applicable tothe Executive’s benefits), his Supplemental Pension as of any date is an amount that (whenexpressed as a single life annuity) is equal to:     (a) the Executive’s accrued benefit in the Qualified Plan, determined in accordancewith the provisions of the Qualified Plan applicable to the Executive’s benefit calculationsas in effect on that date, but assuming, for purposes of this computation, that (i) Sections415 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 withthe provisions of the Qualified Plan applicable to the Executive’s benefit computation, asin effect on that date.The Executive will receive the Actuarial Equivalent (as defined in the Qualified Plan) of thebenefit described in this Section 2.1 in a single lump sum on the first day of the 14th calendarmonth 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 orafter his Early Retirement Date (as defined in the section of the Qualified Plan applicable to theExecutive’s benefit computation), the Executive will receive a Supplemental Pension equal to thebenefit described under Section 2.1 of this Plan; provided, if benefits under this section commenceprior to the Executive’s Normal Retirement Date, payments shall be reduced in the same manner asthough made to the Executive in accordance with the Early Retirement provisions of the QualifiedPlan applicable to the Executive’s benefit computation, as in effect on the date payments underthis sections are to begin. The Executive will receive the Actuarial Equivalent (as defined in theQualified Plan) of the benefit described in this Section 2.2 in a single lump sum on the first dayof the 14th calendar month following the Executive’s termination of employment on or after hisEarly 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 thebenefit described in Section 2.1 of this Plan. The Supplemental Pension shall be calculated asthough the Executive continued to receive the same rate of compensation he or she was receivingimmediately prior to his or her disability and as though (i) if the Executive is covered underSupplement One to the Plan, he or she continued to earn Credited Service (as defined in SupplementOne to the Qualified Plan) or (ii) if the Executive is not covered under Supplement One to theQualified 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 RetirementDate. The Executive will receive the Actuarial Equivalent (as defined in the Qualified Plan) of thebenefit described in this Section 2.3 in a single lump sum on the first day of the 14th calendarmonth following the determination of the Executive’s disability. Notwithstanding the above andeffective 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 ormental impairment that can be expected to result in death or can be expected to last for acontinuous period of not less than twelve months; or (ii) is, by reason of any medicallydeterminable physical or mental impairment that can be expected to last for a continuous period ofnot less than twelve months, receiving income replacement benefits for a period of not less thanthree months under an accident and health plan of the Company.     2.4 Death. If the Executive dies before his Supplemental Pension payments begin underthis 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 theExecutive’s Beneficiary is entitled under this Plan is the Actuarial Equivalent (as defined in theQualified Plan) of the Supplemental Pension payable to the Executive under this Plan as though theExecutive had reached his Normal Retirement Date on the day immediately preceding his date ofdeath.     2.5 Termination for Other Reasons. If the Executive terminates employment with theCompany for any reason other than death or disability prior to his Early Retirement Date and beforehe has earned a nonforfeitable right to 100% of his benefits under the Qualified Plan, he willirrevocably forfeit all benefits under this program. If the Executive terminates employment withthe Company for any reason other than death or disability prior to his Early Retirement Date andafter he has earned a nonforfeitable right to 100% of his benefits under the Qualified Plan, hewill receive the Actuarial Equivalent (as defined in the Qualified Plan) of the benefit describedin Section 2.1 in a single lump sum on the first day of the 14th calendar month following the laterof 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 hisor her Supplemental Benefit until a date later than and in a form different from than specified inSection 2.1, 2.2, 2.3 or 2.5 by executing a Subsequent Deferral Election and delivering theSubsequent Deferral Election to the Secretary of the Company not less than 12 months prior to thedate on which payment is to begin pursuant to Section 2.1, 2.2, 2.3 or 2.5. A SubsequentDeferral Election must provide that all payments with respect to which the Subsequent DeferralElection is made will be deferred for a period of not less than five years from the date suchpayments would otherwise have been made. A Subsequent Deferral Election shall be irrevocable. Inno event may a Subsequent Deferral Election result in the acceleration of any payment under thePlan, except as may be permitted by Treasury Regulations issued under Section 409A of the Code.SECTION 3Risk of Forfeiture
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     If the Executive, without the express prior written consent of the Company, directly orindirectly, individually or as an agent, officer, director, employee, consultant, shareholder, orpartner engages in any business or enterprise which is in Competition with the Company (as definedbelow) during the time of the Executive’s employment with the Company or any of its affiliates orat any time thereafter, all benefits accrued under this supplemental retirement plan will beforfeited permanently and payment of benefits, if begun, will stop.     As used in this Section, (i) the words “Competition with the Company” include competition withthe Company or any subsidiary or affiliate of the Company, or any of the successors or assigns ofthe business of any of them (the “Company Group”), and (ii) a business or enterprise will be inCompetition with the Company if it is engaged, in any state in the United States in which anyproducts of any member of the Company Group are then marketed or in any foreign country in whichsuch products are then marketed, in manufacturing, designing, engineering, assembling ordistributing pumps, oil field power sections, industrial mixers and agitators, glass-lined reactorand 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 abusiness or enterprise in Competition with the Company if that subsidiary or division is not itselfin Competition with the Company; or (ii) purchasing or holding for investment less than 2% of theshares of any corporation regularly traded either on a national securities exchange or in theover-the-counter market.     The Executive also will forfeit any benefits accrued under this supplemental retirement planand payment of benefits, if begun, will stop if the Executive, without the express prior writtenconsent of the Company, discloses, misappropriates, or makes available to anyone outside theCompany at any time, either during the Executive’s employment with the Company or any of itsaffiliates or subsequent to termination of employment, any trade secrets or confidentialinformation 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 anyassigned territory, sale and delivery schedules, customer lists, customer files, customer creditterms and information, any records regarding the solicitation of orders, past, present orprospective orders to the extent that any of these items are used by the Company or any of itsaffiliates and which became known to the Executive by reason of his employment.SECTION 4Administration     The Committee is responsible for the general interpretation and administration of this Planand the carrying out of its provisions, and has all rights and powers required in that connection.SECTION 5Nature 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 paymentsunder this Plan is an unsecured promise of the Company to pay benefits as they become due.SECTION 6General Provisions     6.1 Non-Alienation of Benefits. Benefits payable under this Plan may not beanticipated, assigned (either at law or in equity), alienated, pledged, encumbered or subjected toattachment, garnishment, levy, execution or other legal or equitable process.     6.2 Taxes. Any taxes required to be withheld by any federal, state or localgovernment will be deducted from payments due under this Plan, and paid on behalf of the Executiveto the appropriate taxing authority.     6.3 Amendment; Termination. The Board of Directors may from time to time amend thisPlan, or any provision thereof, in such respects as the Board of Directors may deem advisableexcept that no amendment to this Plan may be adopted which would adversely affect the rights of anyparticipant under this Plan unless the Executive consents in writing to the amendment. When anExecutive terminates employment with the Company, he will cease to earn additional benefits underthis Plan, except as provided in Section 2.3. If the Executive is reemployed after terminatingemployment with the Company (whether or not he incurs a Break-in-Service as defined in theQualified Plan), he may earn benefits attributable to his subsequent period of employment only ifthe Committee again extends this Plan to him.     6.4 Non-duplication. No Executive may receive a benefit under this Plan if hereceives a benefit under the Robbins & Myers, Inc. Executive Supplemental Retirement Plan.     6.5 Successor; Binding Agreement. This Plan and the obligations hereunder are bindingon the Company and its successors and assigns. In the case of a merger, consolidation, sale of allor substantially all of its assets, liquidation or other reorganization of the Company undercircumstances in which a successor person, firm or company (a) continues all or a substantial partof the Company’s business and (b) employs a substantial number of the Company’s employees, thesuccessor will be substituted for the Company under this Plan. The Company will require anysuccessor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all orsubstantially all of the business or assets of the Company, by agreement in form and substancereasonably satisfactory to Executive, to expressly assume and agree to perform this Plan in thesame manner and to the same extent that the Company would be required to perform it if no suchsuccession had taken place.     6.6 Applicable Law. This Plan will be governed by and construed in accordance withthe 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 supplementalpension program nor the payment of any benefit gives any legal or equitable right to any personagainst 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 rightto continued employment.     6.8 Claims Procedure. Any controversy or claim arising out of or relating to thisPlan 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 allparties 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 howthe Executive can perfect the claim will be provided. This notice of denial of benefits will beprovided within 90 days of the Committee’s receipt of the Executive’s claim for benefits. If theCommittee fails to notify the Executive of its decision regarding his claim, the claim shall beconsidered denied, and the Executive shall then be permitted to proceed with his appeal as providedin this section.     If the Executive has been completely or partially denied a benefit, the Executive shall beentitled to appeal this denial of his claim by filing a written statement of his position with theCommittee no later than sixty (60) days after receipt of the written notification of such claimdenial. The Committee shall schedule an opportunity for a full and fair review of the issue withinthirty (30) days of receipt of the appeal.     The decision on review shall set forth specific reasons for the decision, and shall citespecific 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 itsreview of the appealed claim in the following manner:     (a) The Committee shall make its decision regarding the merits of the appealed claimwithin sixty (60) days following its receipt of the request for review (or within 120 daysafter such receipt, in a case where there are special circumstances requiring extension oftime for reviewing the appealed claim). The Committee shall deliver the decision to theExecutive in writing. If an extension of time for reviewing the appealed claim is requiredbecause of special circumstances, written notice of the extension shall be furnished to theExecutive prior to the commencement of the extension. If the decision on review is notfurnished 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 shallcite 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 foregoingRobbins & Myers, Inc. Executive Supplemental Pension Plan and to be bound by the terms andprovision of said Plan.              Executive             Date:           
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