AWARD AGREEMENT
RESTRICTED SHARE UNIT AWARD TO
This AWARD
AGREEMENT (the “ Agreement ”) is entered
into as of the Award Date set forth below between ROBBINS &
MYERS, INC. , an Ohio corporation (the “ Company
”), and
(“ Employee ”).
A. The
Company from time to time makes Share Unit Awards to Employees
under the Company’s 2004 Incentive Stock Plan As Amended (the
“ 2004 Plan ”), a copy of which has been
provided to Employee and is incorporated herein by this
reference;
B. For the
purpose of encouraging Employee to have a proprietary interest in
the Company through stock ownership, to continue in the service of
the Company and its Subsidiaries, and to render superior
performance during the period of employment, the Compensation
Committee (the “ Committee ”) of the Board of
Directors (the “ Board ”) of the Company has
determined that Share Units should be awarded under the 2004 Plan
to Employee; and
C. Any
capitalized term used herein that is not defined herein shall have
the meaning ascribed to it in the 2004 Plan.
NOW,
THEREFORE, THE COMPANY AND EMPLOYEE INTENDING TO BE LEGALLY BOUND
HEREBY AGREE AS FOLLOWS :
SECTION
1. RESTRICTED
SHARE UNIT AWARD .
1.1 Grant
of Restricted Share Units .
(a) The
Company hereby grants to Employee on
, 20___(the “ Award Date ”), subject to the
terms and conditions of the 2004 Plan and this Agreement,
Share Units (the “ Restricted Share Units ”), as
a Share Unit Award under the 2004 Plan. Each Restricted Share Unit
represents the contingent right to receive one Common Share of the
Company (“ Common Share ”) and shall at all
times be equivalent to one Common Share. The Restricted Share Units
shall be credited in a book entry account established for Employee
until payment in accordance with Section 1.4
hereof.
(b) From
and after the Award Date and until the earlier of (i) the time
when the Restricted Share Units are paid in accordance with
Section 1.4 hereof or (ii) the time when Employee’s
right to payment of the Restricted Share Units is forfeited in
accordance with Section 1.5(c) hereof, on the date that the
Company pays a cash dividend (if any) to holders of Common Shares
generally, Employee shall be entitled to a cash amount equal to the
product of (i) the dollar amount of the cash dividend paid per
Common Share on such date and (ii) the total number of
unpaid
Restricted
Share Units credited to Employee as of such date (“
Dividend Equivalent ”). The Dividend Equivalent shall
be paid to Employee at the same time that the related dividend is
paid to the holders of Common Shares. Dividend Equivalents will be
subject to any required withholding for federal, state, local,
foreign or other taxes.
(a) The
Restricted Share Units may not be sold, transferred, assigned or
subject to any encumbrance, pledge or charge or disposed of for any
reason.
(b) All
unvested Restricted Share Units shall be forfeited and all rights
of Employee with respect to such units shall terminate in their
entirety on the terms and conditions set forth in Section
1.5.
(c) Any
attempt to dispose of unvested Restricted Share Units or any
interest in such units in any manner contrary to the restrictions
set forth in the 2004 Plan or in this Agreement shall be void and
of no effect.
(d) Employee shall not possess any
incidents of ownership (including, without limitation, dividend and
voting rights) in the Common Shares underlying the Restricted Share
Units until such Common Shares have been delivered to Employee in
accordance with Section 1.4. The obligations of the Company
under this Agreement will be merely that of an unfunded and
unsecured promise of the Company to deliver Common Shares in the
future in accordance with the terms, and subject to the conditions,
of this Agreement, and the rights of Employee will be no greater
than that of an unsecured general creditor. No assets of the
Company will be held or set aside as security for the obligations
of the Company under this Agreement.
(a) Subject to the provisions contained in
this Section 1.3, the restrictions set forth in Section 1.2
with respect to the Restricted Share Units shall apply during the
restricted period and expire on the Vesting Dates set forth below
(each, a “ Vesting Date ”) (with any fractional
units rounded down to the next whole number) and the restricted
periods and applicable Vesting Dates shall be as
follows:
(i) For
[one-third] of the Restricted Share Units awarded herein, the
restricted period shall begin on the Award Date and end on
, which is the Vesting Date for such Restricted Share
Units;
(ii) For
[one-third] of the Restricted Share Units awarded herein, the
restricted period shall begin on the Award Date and end on
, which is the Vesting Date for such Restricted Share Units;
and
(iii) For
[one-third] of the Restricted Share Units awarded herein, the
restricted period shall begin on the Award Date and end on
, which is the Vesting Date for such Restricted Share
Units.
2
(b) All
unvested Restricted Stock Units shall be forfeited and returned to
the Company and all rights of Employees with respect to such units
shall terminate in their entirety on the terms and conditions set
forth in Section 1.5(c).
(a) The
Company shall deliver to Employee (or Employee’s estate in
the event of death) th
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