ROBBINS & MYERS, INC.  2004 STOCK INCENTIVE PLAN AS AMENDED
 Section 1. Purpose
  Section 2. Definitions




---



##### 



2




---



##### 



Section 3. Common Shares Subject to the Plan
 Aggregate Limitation
 3




---



##### 



Per Participant Limitations
      Adjustment in Share Limitations
 4




---



##### 



Fractional Common Shares
 Merger or Other Reorganization
 Section 4. Administration
 Committee
 Authority
 Committee Actions
 5




---



##### 



Interpretation and Construction
 Section 5. Eligibility; Awards
 Eligible Persons
 Awards
 Employment
 Section 6. Options
  Option Price
 Period of Option
 Exercise of Option
 6




---



##### 



Termination of Service
 Additional Rules Applicable to Incentive Stock Options
 Eligibility
 Annual Limits; Limits on Grants to Holders of 10% or More
 Other Terms and Conditions; Nontransferability
 7




---



##### 



Disqualifying Dispositions
 Option Exercise; Payment; Tax Withholding
 Attestation Procedure
 Repricing and Reloads Prohibited
 8




---



##### 



Section 7. Restricted Share Awards
 Grant of Restricted Share Awards
 Vesting Requirements
 Restrictions
 9




---



##### 



Rights as a Shareholder
 Section 83(b) Election
 Section 8. Performance Awards
 Grant of Performance Awards
 Payment of Performance Awards
 10




---



##### 



Section 9. Share Unit Awards
 Grant of Share Unit Awards
 Vesting of Share Unit Awards
 Payment of Share Unit Awards
 No Rights as Shareholder
 Section 10. Share Awards
 Grant of Share Awards
 11




---



##### 



Rights as Shareholder
 Section 11. Section 162(m) Awards
 Awards
 Performance Criteria
 12




---



##### 



Section 162(m) Requirements
 Section 12. Non-Assignability of Awards
 Restrictions on Transfer
 Limited Transferability of Nonqualified Options
 Section 13. Change of Control
 General
 13




---



##### 



Options
 Section 14. Taxes
 Withholding for Taxes
 Use of Common Shares for Tax Withholding Payments
 Nonqualified Stock Options
 Restricted Share Awards
 14




---



##### 



Performance Shares
 Share Awards
 Section 15. General Provisions
 Form of Award Agreement
 Forfeiture Events
 Compliance with Laws and Other Requirements
 Designation of Beneficiary
 15




---



##### 



Plan Binding on Transferees
 Construction and Interpretation
 Severability
 Non-United States Participants
 Governing Law
 Section 16. Notices
  16




---



##### 



Section 17. Effective Date; Expiration Date; Amendment and Termination
 Effective Date
 Expiration Date
 Amendment
        
 (1)
    
    The Plan was approved by shareholders and became effective on December 8, 2004. 17




---



##### 



(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.(4)
    
    Sections 2, 6.4, 7.2, 8.2, 9.2, and 9.3 were amended effective October 5, 2007 by the Board
of Directors of the Company.(5)
    
    The 1,200,000 that had appeared in Section 3.1 and the 100,000 in Section 3.2 were adjusted
to 2,400,000 and 200,000, respectively, to adjust for the 2-for-1 stock split effective
February 28, 2008.(6)
    
    Sections 8.2 and 9.3 were amended, effective October 6, 2009, by the Board of Directors of the
Company. 18