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                                                                Exhibit 10.10






                              ROBBINS & MYERS, INC.
                              ---------------------


                 1994 LONG-TERM INCENTIVE STOCK PLAN, AS AMENDED
                 -----------------------------------------------


                   (PLAN DOCUMENT AS AMENDED THROUGH 11/6/96)










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                 1994 LONG-TERM INCENTIVE STOCK PLAN, AS AMENDED
                 -----------------------------------------------

SECTION 1.  PURPOSE
-------------------

                  The purpose of this 1994 Long-Term Incentive Stock Plan, As
Amended (the "Plan") is to promote the long-term success of Robbins & Myers,
Inc. (the "Company") by providing financial incentives to key employees of the
Company and its subsidiaries who are in positions to make significant
contributions toward such success. The Plan is designed to attract individuals
of outstanding ability to employment with the Company and its subsidiaries and
to encourage key employees to acquire a proprietary interest in the Company
through stock ownership, to continue employment with the Company and its
subsidiaries, and to render superior performance during such employment. To
accomplish the purposes of the Plan, the Board of Directors of the Company
establishes the Plan and authorizes the Committee referred to in Section 4 to
administer the Plan in such manner and on such conditions as it deems
appropriate, subject to the provisions of the Plan.

                  The Plan was originally adopted by the Board of Directors on
October 6, 1993. Effective September 1, 1996, the Plan is hereby amended and
restated as set forth below.

SECTION 2.  DEFINITIONS
-----------------------

                  (a) "Board" means the Board of Directors of the Company.

                  (b) "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.


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                  (c) "Code" means the Internal Revenue Code of 1986, as
amended.

                  (d) "Committee" means the committee referred to in Section 4.

                  (e) "Company" means Robbins & Myers, Inc., an Ohio
corporation, and when used with reference to employment of a Participant,
Company includes any Subsidiary of the Company.

                  (f) "Employee" means any key employee of the Company or any of
its Subsidiaries.

                  (g) "Fair Market Value" means the last sale price of a Share
on the date when the value of a Share is to be determined, as reported in the
NASDAQ National Market System (or any exchange or other system on which the
Shares may then be listed); or, if no sale is reported for such date, then it
shall be the mean of representative bid and asked price for such Shares in such
system at the close of business on such date; or if the Shares are no longer
listed in such system (or on an 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.

                  (h) "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.

                  (i) "Incentive Award" means an Option, Restricted Share Award
or Performance Award granted under the Plan.

                  (j) "Incentive Stock Option" means an Option that is an
Incentive Stock Option, as defined in Section 422A of the Code.

                  (k) "Nonqualified Stock Option" means an Option that is not an
Incentive Stock Option.

                  (l) "Option" means a right to purchase Shares at a specified
price; "Optionee" means the holder of an Option.

                  (m) "Participant" means an Employee selected to receive an
Incentive Award.

                  (n) "Performance Award" means a right to receive Restricted
Shares, 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 hereof.


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                  (o) "Restricted Share Award" means a right to receive Shares
that is nontransferable and subject to substantial risk of forfeiture until
specific conditions are met; "Restricted Shares" means Shares which are the
subject of a Restricted Share Award; and "Restricted Period" shall have the
meaning ascribed to it at Section 7(a).

                  (p) "Shares" means the Common Shares of the Company.

                  (q) "Subsidiary" means any company more than 50% of the voting
stock of which is owned or controlled, directly or indirectly, by the Company.

                  (r) "Voting Shares" means any securities of the Company which
vote generally in the election of directors of the Company.

SECTION 3.  SHARES SUBJECT TO THE PLAN
--------------------------------------

                  (a) MAXIMUM NUMBER-AGGREGATE. The maximum number of Shares
that may be subject to Incentive Awards granted pursuant to the Plan shall be
one million (1,000,000), subject to adjustment in accordance with Section 3(c).
The Shares which may be issued pursuant to Incentive Awards may be authorized
and unissued Shares or Shares held in the Company's treasury. In the event of a
lapse, expiration, termination, or cancellation of any Incentive Award granted
under the Plan without the issuance of Shares or the payment of cash, or if
Shares are issued under a Restricted Share Award and are reacquired by the
Company as a result of rights reserved upon the issuance thereof, the Shares
subject to or reserved for such Incentive Award shall no longer be charged
against the 1,000,000 Share maximum and may again be used for new Incentive
Awards.

                  (b)  MAXIMUM NUMBER-PER EMPLOYEE.  The maximum Incentive 
Awards that may be granted to each Employee in each fiscal year of the Company
commencing on or after September 1, 1996, is as follows:

                             (i) With respect to Options, no more than 100,000 
                  may be granted;

                            (ii) With respect to Restricted Shares (not issued
                  in connection with Performance Awards), no more than $500,000
                  of such Shares may be granted; and

                           (iii) With respect to Performance Awards, no more
                  than $1,000,000 of Performance Shares may be granted (based on
                  the Fair Market Value of Shares on the date the award is
                  granted, not the date the award is earned or paid).

                  (c) RECAPITALIZATION ADJUSTMENT. In the event of any change
affecting the Shares by reason of any share dividend or split, recapitalization,
merger, 

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consolidation, spin-off, combination or exchange of Shares or other corporate
change, or any distribution to a holder of Shares other than ordinary cash
dividends, the Committee shall make such adjustment, if any, as it may deem
appropriate to avoid dilution in the number and kind of shares authorized for
issuance under the Plan, in the number and kind of shares covered by Incentive
Awards and, in the case of Options, in the option price.

SECTION 4.  ADMINISTRATION
--------------------------

                  (a) 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. Each director serving
on the Committee shall be a "non-employee director" within the meaning of Rule
16b-3 promulgated under the Securities Exchange Act of 1934 and an "outside
director" within the meaning of Code Section 162(m).

                  (b) 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 Employees the persons to whom Incentive 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 Goals, as defined in Section 8(a), and certifying
whether the Performance Goals have been attained; (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.

                  (c) 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 Incentive Award thereunder.

                  (d) INTERPRETATION AND CONSTRUCTION. Any provision of this
Plan to the contrary notwithstanding, (i) certain designated Incentive Awards
under this Plan are intended to qualify as performance-based compensation within
the means of Code Section 162(m)(4)(C) and (ii) any provision of the Plan that
would prevent a designated Incentive 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 AND INCENTIVE AWARDS
--------------------------------------------

                  (a)      ELIGIBLE EMPLOYEES.  The Committee may grant
Incentive Awards to officers and other key Employees.

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                  (b) INCENTIVE AWARDS. Incentive Awards may be granted in any
one or more combinations of (i) Incentive Stock Options, (ii) Nonqualified Stock
Options, (iii) Restricted Share Awards and (iv) Performance Awards. All
Incentive 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 Incentive Awards, the terms and provisions of Incentive Awards, and
the written agreements evidencing Incentive Awards, need not be uniform and may
be made selectively among Employees who receive, or are eligible to receive,
Incentive Awards hereunder, whether or not such Employees are similarly
situated.

                  (c) EMPLOYMENT. The Plan and the Incentive Awards granted
hereunder shall not confer upon any Employee the right to continued employment
with the Company or affect in any way the right of the Company to terminate the
employment of an Employee 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:

                  (a) OPTION PRICE. The option price per Share with respect to
each Option shall be determined by the Committee but shall not be less than the
Fair Market Value of a Share on the date the Option is granted.

                  (b) 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 the date of its grant.

                  (c) EXERCISE OF OPTION. Subject to the provisions of Section
6(d) relating to continuous employment, an Option may be exercised with respect
to all Shares covered thereby or may be exercised with respect to a specified
number of Shares over a specified period or periods as determined by the
Committee. Any 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 which was imposed by the Committee.

                  (d) TERMINATION OF EMPLOYMENT. No Option may be exercised
under the Plan unless the Optionee has been continuously employed by the Company
from the date of grant of the Option to the date of exercise except that an
Option may, subject to the ten year limitation at Section 6(b), be exercised (i)
within 30 days after the Optionee ceases to be employed by the Company if the
cause of cessation of employment was other than retirement, disability, death or
termination of employment by the Company

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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 in the case of normal retirement, death or disability.
After termination of employment Options may be exercised only to the extent they
could have been exercised on the date of the Optionee's termination of
employment. Whether authorized leave of absence or absence for military or
governmental service shall constitute a termination of employment shall be
determined by the Committee.

                  (e) LIMITS ON INCENTIVE STOCK OPTIONS. Except as may be
permitted by the Code, the Fair Market Value of Shares (determined at the time
of grant of Options) as to which Incentive Stock Options held by an Optionee
first become exercisable in any calendar year shall not exceed $100,000. In
addition, no Incentive Stock Option shall be granted to an Employee 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 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.

                  (f) NOTICE OF EXERCISE AND PAYMENT. An Option granted under
the Plan may be exercised by the Optionee giving written notice of exercise to
the Committee. The Option price for the Shares purchased shall be paid in full
at the time such notice is given. An Option shall be deemed exercised on the
date the Committee receives written notice of exercise, together with full
payment for the Shares purchased. The Option price shall be paid to the Company
either in cash, by delivery to the Company of Shares already-owned by the
Optionee or any combination of cash and such Shares. The Committee may,
however, at any time and in its discretion, adopt guidelines limiting or
restricting the use of already-owned Shares to pay all or any portion of the
Option price. In the event already-owned Shares are used to pay all or a
portion of the Option price, the amount credited to payment of the Option price
shall be the Fair Market Value of the already-owned Shares on the date the
Option is exercised.

                  (g)      FRACTIONAL SHARES.  No fractional shares shall be
issued pursuant to the exercise of an Option, nor shall any cash
payment be made in lieu of fractional shares.

SECTION 7.  RESTRICTED SHARE AWARDS
-----------------------------------

                  The Committee may issue Shares to an Employee which Shares
shall be subject to the following terms and conditions and such other terms and
conditions as the Committee may prescribe in connection with the grant of a
Restricted Share Award:

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                  (a) GENERAL. With respect to each grant of Restricted Shares,
the Committee, in its sole discretion, shall determine the period during which
the restrictions set forth at Subsection 7(b) shall apply to the Restricted
Shares (the "Restricted Period").

                  (b) RESTRICTIONS. At the time of grant of Restricted Shares to
an Employee, a certificate representing the number of Shares granted shall be
registered in his name but shall be held by the Company for the account of the
Employee. The Employee shall have the entire beneficial ownership interest in,
and all rights and privileges of a shareholder as to, such Restricted Shares,
including the right to receive dividends and the right to vote such Restricted
Shares, subject to the following restrictions: (i) subject to Section 7(c), the
Employee shall not be entitled to delivery of the Share certificate until the
expiration of the Restricted Period; (ii) none of the Restricted Shares may be
sold, transferred, assigned, pledged, or otherwise encumbered or disposed of
during the Restricted Period; and (iii) all of the Restricted Shares shall be
forfeited and all rights of the Employee to such Restricted Shares shall
terminate without further obligation on the part of the Company unless the
Employee remains in the continuous employment of the Company for the entire
Restricted Period in relation to which such Restricted Shares were granted,
except as provided by Section 7(c). Any Shares received with respect to
Restricted Shares as a result of a recapitalization adjustment pursuant to
Section 3(b) shall be subject to the same restrictions as such Restricted
Shares.

                  (c)      TERMINATION OF EMPLOYMENT.
                           --------------------------

                           (i)      RETIREMENT.  If an Employee ceases to be
                  employed by the Company prior to the end of a Restricted
                  Period by reason of normal retirement under a retirement plan
                  of the Company or the Employee otherwise retires with the
                  consent of the Company, the number of Restricted Shares
                  granted to such Employee for such Restricted Period shall be
                  reduced in proportion to the Restricted Period (determined on
                  a quarterly basis) remaining after the Employee ceases to be
                  an Employee and all restrictions on such reduced number of
                  Shares shall lapse. A certificate for such Shares shall be
                  delivered to the Employee in accordance with the provisions of
                  Section 7(d) hereof. The Committee may, if it deems
                  appropriate, direct that the Employee receive a greater number
                  of Shares free of all restrictions but not exceeding the
                  number of Restricted Shares then subject to the restrictions
                  of Section 7(b).

                           (ii) DEATH. If an Employee ceases to be employed by
                  the Company prior to the end of a Restricted Period by reason
                  of death, the Restricted Shares granted to such Employee shall
                  immediately vest in his beneficiary or estate and all
                  restrictions applicable to such Shares shall lapse. A
                  certificate for such Shares shall be delivered to the
                  Employee's beneficiary or estate in accordance with the
                  provisions of Subsection 7(d).



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                           (iii) ALL OTHER TERMINATIONS. If an Employee ceases
                  to be an Employee prior to the end of a Restricted Period for
                  any reason other than retirement or death, the Employee shall
                  immediately forfeit all Restricted Shares then subject to the
                  restrictions of Section 7(b) in accordance with the provisions
                  thereof, except that the Committee may, if it finds that the
                  circumstances in the particular case so warrant, allow an
                  Employee whose employment has so terminated to retain any or
                  all of the Restricted Shares then subject to the restrictions
                  of Section 7(b) and all restrictions applicable to such
                  retained shares shall lapse. A certificate for such retained
                  shares shall be delivered to the Employee in accordance with
                  the provisions of Section 7(d).

                  (d) PAYMENT OF RESTRICTED SHARES. At the end of the Restricted
Period or at such earlier time as provided for in Subsection 7(c), all
restrictions applicable to the Restricted Shares shall lapse and a Share
certificate for a number of Shares equal to the number of Restricted Shares,
free of all restrictions, shall be delivered to the Employee or his beneficiary
or estate, as the case may be. The Company shall not be required to deliver any
fractional Share but will pay, in lieu thereof, the Fair Market Value (measured
as of the date the restrictions lapse) of such fractional Share to the Employee
or his beneficiary or estate, as the case may be.

SECTION 8. PERFORMANCE AWARDS
-----------------------------

                  The Committee may grant to Employees Performance Awards which
shall be subject to the following terms and conditions and such other terms and
conditions as the Committee may prescribe in connection with the grant of a
Performance Award:

                  (a) AWARD PERIOD AND PERFORMANCE GOALS. The Committee shall
determine and include in a Performance Award the period of time during which a
Performance Award may be earned ("Award Period"). The Committee shall also
establish performance objectives ("Performance Goals") to be met by the Company,
Subsidiary or division during the Award Period as a condition to payment of the
Performance Award. The Performance Goals may include minimum and optimum
objectives or a single set of objectives.

                  With respect to Performance Awards that are intended to
qualify as "performance based" within the meaning of Code Section 162(m)(4)(C),
the Committee shall (i) select the Employees for such Incentive Awards, (ii)
establish in writing the applicable performance goals no later than 90 days
after the commencement of the period of service to which the performance goals
relates (or such earlier or later date as may be the applicable deadline for
compensation payable hereunder to qualify as "performance based" within the
meaning of Code Section 162(m)(4)(C)), and (iii) designate the Performance
Awards that are to qualify as "performance based" within the meaning of Code
Section 162(m)(4)(C).



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                  The Committee shall establish in writing the Performance Goals
for each Award Period commencing on or after September 1, 1996, 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, 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.

                  (b) NO DISCRETION. With respect to Performance Awards that are
intended to qualify as "performance based" within the meaning of Code Section
162(m)(4)(C), the Committee has no discretion to increase the amount of the
award due upon attainment of the applicable performance goals. No provision of
this Plan shall preclude the Committee from exercising negative discretion with
respect to any award hereinafter (I.E., to reduce or eliminate the award
payable) within the meaning of Treasury Regulation Section
1.162-27(e)(2)(iii)(A).

                  (c) PERFORMANCE AWARD EARNED. The Performance Awards shall be
expressed in terms of Shares and referred to as "Performance Shares". With
respect to each Performance Award, the Committee shall fix the number of
allocable Performance Shares. The level of Performance Goals attained will
determine the percentage of Performance Shares earned for an Award Period. After
completion of the Award Period, the Committee shall certify in writing the
extent to which the Performance Goals and other material terms applicable to
such award are attained. Unless and until the Committee so certifies, the
Performance Award shall not be paid.

                  (d) PERFORMANCE AWARD PAYMENT. The Committee, in its
discretion, may elect to make payment of the Performance Awards in Restricted
Shares, Shares, cash or any combination of the foregoing. If the Performance
Award is paid in Shares or Restricted Shares, the Company shall issue one Share
or Restricted Share for each Performance Share earned. If the Performance Award
is paid in cash, the cash payable shall be equal to the Fair Market Value of the
Performance Shares earned as of the last day of the Award Period.


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                  (e) REQUIREMENT OF EMPLOYMENT. A grantee of a Performance
Award must remain in the employment of the Company until the completion of the
Award Period in order to be entitled to payment under the Performance Award;
provided that the Committee may, in its sole discretion, provide for a partial
or full payment of the Performance Award that would have been payable if the
grantee had continued employment for the entire Award Period, which shall be
paid at the same time as would have been paid if no termination of employment
occurred, but only if and to the extent the exercise of such discretion does not
prevent any designated Incentive Award from qualifying as "performance based"
within the meaning of Code Section 162(m)(4)(C).

                  (f) DIVIDENDS. The Committee may, in its discretion, at the
time of the granting of a Performance Award, provide that any dividends declared
on Shares during the Award Period, and which would have been paid with respect
to Performance Shares had they been owned by a grantee, be (i) paid to the
grantee, or (ii) accumulated for the benefit of the grantee and used to increase
the number of Performance Shares of the grantee.

                  (g) DELAYED PAYMENT. To the extent that the Committee, in its
sole discretion, determines that the payment of any Performance Award is not
deductible by the Company based on Code Section 162(m), the Company shall delay
the payment of such Performance Award. The unpaid portion of a Performance Award
that is subject to this Section 8(g) shall be paid (in whole or in part), at the
discretion of the Committee, when such payment is deductible in accordance with
Code Section 162(m). This provision shall apply to all Performance Awards
granted with respect to an Award Period commencing on or after September 1,
1993.

                  The delayed payment of a Performance Award payable in Shares
or Restricted Shares shall be equal to the number of Performance Shares earned
but unpaid. The delayed payment of a Performance Award payable in cash shall be
equal to the Fair Market Value of the earned but unpaid Performance Shares as of
the appropriate payment date selected by the Committee.

SECTION 9.  NON-ASSIGNABILITY OF INCENTIVE AWARDS
-------------------------------------------------

                  (a) Except as provided in Section 9(b) with respect to
Nonqualified Stock Options, no Incentive Award granted under the Plan shall be
assigned, transferred, pledged, or otherwise encumbered by an Employee,
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 9(b) with respect to Nonqualified
Stock Options, each Incentive Award shall be exercisable during the Employee's
lifetime only by the Employee or, if permissible under applicable law, by the
Employee's guardian or legal representative.

                  (b) No Nonqualified Stock Option nor any right thereunder may
be assigned or transferred by the optionee except by will or the laws of descent
and

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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.

SECTION 10.  CHANGE OF CONTROL
------------------------------

                  (a) GENERAL. In order to maintain all of the Employee's rights
in the event of a Change of Control of the Company, the Committee, in its sole
discretion, may, as to any Incentive Award, either at the time that an Incentive
Award is made or any time thereafter, take any one or more of the following
actions:

                           (i) 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,

                           (ii) provide for the purchase of any such award by
                  the Company, upon an Employee'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 Employee's
                  rights had such award been currently exercisable or payable,

                           (iii)  make such adjustment to any such award then
                  outstanding as the Committee deems appropriate to
                  reflect a Change of Control, or

                           (iv) 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.

                  (b)      OPTIONS.  All outstanding Options which are not
yet exercisable shall become immediately exercisable in full in
the event of a Change of Control of the Company.

SECTION 11.  TAXES
------------------



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                  (a) 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 Incentive Award and the Company may defer making
payment of any Incentive Award if any such tax, charge, or assessment may be
pending until indemnified to its satisfaction.

                  (b) USE OF SHARES FOR TAX WITHHOLDING PAYMENTS. With the
approval of the Committee, Shares may be used in lieu of cash to pay all or any
part of the federal, state or local withholding tax payments (whether mandatory
or permissive) to be made by the Employee in connection with an Incentive Award
(up to a maximum amount determined by the Employee's marginal tax rate), as
follows:

                           (i) NONQUALIFIED STOCK OPTIONS. (a) The holder of a
                  Nonqualified Stock Option may elect to have the Company retain
                  from the Shares to be issued upon exercise of such an option
                  Shares having a Fair Market Value equal to the withholding tax
                  to be paid; or (b) the holder of a Nonqualified Stock Option
                  may deliver to the Company already-owned Shares having a Fair
                  Market Value equal to the withholding tax to be paid and in
                  such case, the election to use already-owned Shares for such
                  purpose and the exercise of the Nonqualified Stock Option may
                  occur at any time.

                           (ii) RESTRICTED SHARE AWARDS. If withholding taxes
                  are required to be paid at the time Restricted Shares are
                  delivered to an Employee or at the expiration of the
                  Restricted Period, then the Employee may pay such taxes by
                  delivering to the Company already-owned Shares having a Fair
                  Market Value equal to the amount of the withholding tax being
                  paid by the use of already-owned Shares.

                           (iii) PERFORMANCE SHARES. If withholding taxes are
                  required to be paid at the time Shares are delivered to an
                  Employee as a Performance Award, then the Employee may pay
                  such taxes by delivering to the Company already-owned Shares
                  having a Fair Market Value equal to the amount of the
                  withholding tax being paid by the use of already-owned Shares.

SECTION 12.  COMPLIANCE WITH LAWS AND EXCHANGE REQUIREMENTS
-----------------------------------------------------------

                  No Option shall be granted and no Shares shall be issued in
connection with any Incentive Award unless the grant of the Option and the
issuance and delivery of Shares or cash pursuant to the Incentive 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 promulgated thereunder, and the requirements of any market
system or stock exchange upon which the Shares may then be listed.


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<PAGE>   14




SECTION 13.  AMENDMENT AND TERMINATION OF PLAN
----------------------------------------------

                  (a) AMENDMENT. The Board may from time to time amend the Plan,
or any provision thereof, in such respects as the Board may deem advisable
except that it may not amend the Plan without shareholder approval so as to:

                  (i)  increase the maximum number of Shares that may be
         issued under the Plan except in accordance with Section
         3(b);

                  (ii)  materially increase the benefits accruing to
         officers or directors of the Company under the Plan;

                  (iii)  materially modify the requirements as to
         eligibility of officers or directors of the Company for
         participation in the Plan; or

                  (iv) prevent future grant of Incentive Awards to qualify as
         "performance based" within the meaning of Code Section 162(m)(4)(C).

                  (b) TERMINATION.  The Board may at any time terminate
the Plan.

                  (c) EFFECT OF AMENDMENT OR TERMINATION. Any amendment or the
termination of the Plan shall not adversely affect any Incentive Award
previously granted nor disqualify an Incentive Award from being treated as
"performance based" within the meaning of Code Section 162(m)(4)(C). Incentive
Awards outstanding at the time that the Plan is amended or terminated shall
remain in full force and effect as if the Plan had not been amended or
terminated.

SECTION 14.  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
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 15.  BENEFITS OF PLAN
-----------------------------

                  This Plan shall inure to the benefit of and be binding upon
each successor of the Company. All rights and obligations imposed upon a
Participant and all rights granted to the Company under this Plan shall be
binding upon the Participant's heirs, legal representatives and successors.


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<PAGE>   15



SECTION 16.  PRONOUNS AND PLURALS
---------------------------------

                  All pronouns shall be deemed to refer to the masculine,
feminine, singular or plural, as the identity of the person or persons may
require.

SECTION 17.  SHAREHOLDER APPROVAL AND TERM OF PLAN
--------------------------------------------------

                  (a) The Plan and amendments shall become effective upon its
adoption by the Board. No payment of cash or Shares in connection with an
Incentive Award shall be made, and no Option shall be exercised, prior to the
approval of the Plan by the affirmative vote of the holders of a majority of the
outstanding Shares entitled to notice and to vote at an annual meeting of the
shareholders of the Company. Unless the Plan shall be so approved by the
shareholders of the Company at the next annual meeting after its adoption by the
Board, the Plan shall terminate and all Incentive Awards granted under the Plan
shall be cancelled.

                  (b) With respect to Incentive Awards granted on or after
September 1, 1996, no payment of cash or Shares shall be made and no Option
shall be exercised prior to the reapproval of the Plan by the affirmative vote
at an annual meeting of the outstanding Shares entitled to notice and to vote at
an annual meeting of the shareholders of the Company in 1996.

                  (c) Unless sooner terminated under Section 13, the Plan shall
be in effect for a period of five years and automatically terminate on the fifth
anniversary of its approval by the Shareholders.



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