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                                                           Exhibit 10.12



                              ROBBINS & MYERS, INC.

                     SENIOR EXECUTIVE ANNUAL CASH BONUS PLAN
                     ---------------------------------------

1.       Purpose
         -------

         This document sets forth the annual incentive plan applicable to those
employees of Robbins & Myers, Inc. (the "Company") and its subsidiaries who are
executive officers of the Company and whose annual incentive compensation for
any taxable year of the Company commencing on or after September 1, 1996 the
Committee (as hereafter defined) anticipates would not be deductible by the
Company due to Section 162 of the Internal Revenue Code of 1986, as amended
("Covered Employees"), including members of the Board of Directors who are such
employees. This plan is hereafter referred to as the "Plan" or "Annual Incentive
Plan."

         The Plan is designed to reward, through additional cash compensation,
Covered Employees for their significant contribution toward improved
profitability and growth of the Company.

2.       Eligibility
         -----------

         All Covered Employees shall be eligible to be selected to participate
in this Annual Incentive Plan. The Committee shall select the Covered Employees
who shall participate in this Plan in any year no later than 90 days after the
commencement of the fiscal year of the Company (or no later than such earlier or
later date as may be the applicable deadline for the compensation payable to
such Covered Employee for such year hereunder to qualify as "performance based"
under Section 162(m)(4)(C) of the Internal Revenue Code of 1986, as amended (the
"Code")).

         A Covered Employee participating in this Plan shall not participate in
an Annual Incentive Plan established by the Company for all key employees.

3.       Administration
         --------------

         The Plan shall be administered by the Compensation Committee of the
Board of Directors (the "Board"), or by another committee appointed by the Board
(the "Committee"). The Committee shall be comprised exclusively of Directors who
are not employees and who are "outside directors" within the meaning of Section
162(m)(4)(C) of the Code. The Committee shall have authority, subject to the
provisions herein, to select employees to participate herein; establish and
administer the performance goals and the award opportunities applicable to each
participant and certify whether the goals have been attained; construe and
interpret the Plan and any agreement or instrument entered into under the Plan;
establish, amend, and waive rules and regulations for the Plan's
administration; and make all other determinations which may be necessary or
advisable for the administration of the Plan. Any determination by


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Committee pursuant to the Plan shall be final, binding and conclusive on all
employees and participants and anyone claiming under or through any of them.

4.       Establishment Of Performance Goals And Award Opportunities
         ----------------------------------------------------------

         No later than 90 days after the commencement of each year commencing on
or after September 1, 1996 (or than such earlier or later date as may be the
applicable deadline for compensation payable hereunder for such year to qualify
as "performance-based" under Section 162(m)(4)(C) of the Code), the Committee
shall establish in writing the method for computing the amount of compensation
which will be payable under the Plan to each participant in the Plan for such
year if the performance goals established by the Committee for such year are
attained in whole or in part and if the participant's employment by the Company
or a subsidiary continues without interruption during that year. Such method
shall be stated in terms of an objective formula or standard that precludes
discretion to increase the amount of the award that would otherwise be due upon
attainment of the goals. No provision of this Plan shall preclude the Committee
from exercising negative discretion with respect to any award hereunder, within
the meaning of Treasury Regulation Section 1.162-27(e)(2)(iii)(A).

         No later than 90 days after the commencement of each year commencing on
or after September 1, 1996 (or than such earlier or later date as may be the
applicable deadline for compensation payable hereunder for such year to qualify
as "performance-based" under Section 162(m)(4)(C) of the Code), the Committee
shall establish in writing the performance goals for such year, which shall be
based on any of the following performance criteria, either alone or in any
combination, on either a consolidated or business unit or divisional level, and
which shall include or exclude discontinued operations and acquisition expenses
(e.g., pooling of interests), as the Committee may determine: level of sales,
earnings per share, income before income taxes and cumulative effect of
accounting changes, income before cumulative effect of accounting changes, net
income, earnings before interest and taxes, return on assets, return on equity,
return on capital employed, total stockholder return, market valuation, cash
flow, and completion of acquisitions. The foregoing criteria shall have any
reasonable definitions that the Committee may specify, which may include or
exclude any or all of the following items, as the Committee may specify:
extraordinary, unusual or non-recurring items; effects of accounting changes;
effects of currency fluctuations; effects of financing activities (e.g., effect
on earnings per share of issuing convertible debt securities); expenses for
restructuring or productivity initiatives; non-operating items; acquisition
expenses (e.g., pooling of interests); and effects of divestitures. Any such
performance criterion or combination of such criteria may apply to the
participant's award opportunity in its entirety or to any designated portion or
portions of the award opportunity, as the Committee may specify.


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5.       Maximum Award
         -------------

         The maximum amount of compensation that may be paid under the Plan to
any participant for any year is the lesser of 150% of base salary or $750,000.

6.       Attainment Of Performance Goals Required
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         Awards shall be paid under this Plan for any year solely on account of
the attainment of the performance goals established by the Committee with
respect to such year. Awards shall also be contingent on continued employment by
the Company or a subsidiary of the Company during such year. The only exceptions
to this rule apply in the event of termination of employment by reason of death
or disability (as determined by the Committee), or in the event of a Change of
Control of the Company (as such term is defined in the Company's 1994 Long-Term
Incentive Stock Plan), during such year, in which case the following provisions
shall apply. In the event of termination of employment by reason of death or
disability during the Plan year, an award shall be payable under this Plan to
the participant or the participant's estate for such year, which shall be paid
at the same time as the award the participant would have received for such year
had no termination of employment occurred, and which shall be equal to the
amount of such award multiplied by a fraction the numerator of which is the
number of full or partial calendar months elapsed in such year prior to
termination of employment and the denominator of which is the number twelve. In
the event of a Change of Control during a Plan year and prior to termination of
employment, an incentive award shall be paid under the Plan at the time of such
Change of Control to each participant, with the amount of such award being equal
to the participant's projected award under the Plan (as determined by the
Committee) for the year in which the Change of Control occurs, multiplied by a
fraction of the numerator of which is the number of full or partial calendar
months elapsed in such year prior to the Change of Control and the denominator
of which is the number twelve. An additional exception shall apply in the event
of termination of employment by reason of being eligible for retirement pursuant
to Robbins & Myers Retirement Plan for Salaried Employees during a Plan year,
but only if and to the extent it will not prevent any award payable hereunder
(other than an award payable in the event of death, disability, Change of
Control or retirement) from qualifying as "performance-based compensation"
under Section 162(m)(4)(C) of the Code. Subject to the preceding sentence, in
the event of termination of employment by reason of retirement during a Plan
year an award shall be payable under this Plan to the participant for such
year, which shall be paid at the same time as the award the participant would
have received for such year had no termination of employment occurred, and
which shall be equal to the amount of such award multiplied by a fraction the
numerator of which is the number of full or partial calendar months elapsed in
such year prior to termination of employment and the denominator of which is
the number twelve. A participant whose employment terminates prior to the end
of a Plan year for any reason not excepted above shall not be entitled to any
award under the Plan for that year.


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7.       Shareholder Approval And Committee Certification Contingencies;
         ---------------------------------------------------------------
         Payment Of Awards
         -----------------

         Payment of any awards under this Plan shall be contingent upon the
affirmative vote of the shareholders of at least a majority of the votes cast
(including abstentions) at the annual meeting of shareholders held in 1996.
Unless and until such shareholder approval is obtained, no award shall be paid
pursuant to this Plan. Subject to the provisions of Paragraph 6 above relating
to death, disability, Change of Control and retirement, payment of any award
under this Plan shall also be contingent upon the Compensation Committee's
certifying in writing that the performance goals and any other material terms
applicable to such award were in fact satisfied, in accordance with applicable
Treasury regulations under Code Section 162(m). Unless and until the Committee
so certifies, such award shall not be paid. Unless the Committee provides
otherwise, (a) earned awards shall be paid promptly following such
certification, and (b) such payment shall be made in cash (subject to any
payroll tax withholding the Company may determine applies).

         To the extent necessary for purposes of Code Section 162(m), this Plan
shall be resubmitted to shareholders for their reapproval with respect to awards
payable for the taxable year of the Company commencing on and after September 1,
2001.

8.       Amendment, Termination And Term Of Plan
         ---------------------------------------

         The Board of Directors may amend, modify or terminate this Plan at any
time, provided that no such amendment, modification or termination shall
adversely affect the incentive opportunity of any participant with respect to
the portion of the year elapsed prior to the date of such amendment,
modification or termination, without such participant's written consent. The
Plan will remain in effect until terminated by the Board.

9.       Interpretation And Construction
         -------------------------------

         Any provision of this Plan to the contrary notwithstanding, (a) awards
under this Plan are intended to qualify as performance-based compensation under
Code Section 162(m)(4)(C) and (b) any provision of the Plan that would prevent
an award under the Plan 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. No
provision of the Plan, nor the selection of any eligible employee to
participate in the Plan, shall constitute an employment agreement or affect the
duration of any participant's employment, which shall remain "employment at
will" unless an employment agreement between the Company and the participant
provides otherwise. Both the participant and the Company shall remain free to
terminate employment as any time to the same extent as if the Plan had not been
adopted.


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10.      GOVERNING LAW
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         The terms of this Plan shall be governed by the laws of the State of
Ohio, without reference to the conflicts of laws principles of that State.


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