AWARD AGREEMENT FOR
PERFORMANCE SHARE AWARD TO PETER C. WALLACE
UNDER ROBBINS & MYERS, INC. 2004 STOCK INCENTIVE
PLAN
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 Peter C. Wallace (“ Executive
”).
A. The
Company from time to time makes Performance Share Awards to
Executives under the Company’s 2004 Incentive Stock Plan As
Amended (the “ Plan ”), a copy of which has been
provided to Executive and is incorporated herein by this
reference;
B. For the
purpose of encouraging Executive 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 Performance Period, the Compensation
Committee (the “ Committee ”) of the Board of
Directors (the “ Board ”) of the Company has
determined that Performance Shares should be awarded under the Plan
to Executive; and
C. Any
capitalized term used herein that is not defined herein shall have
the meaning ascribed to it in the Plan.
NOW,
THEREFORE, THE COMPANY AND EXECUTIVE INTENDING TO BE LEGALLY BOUND
HEREBY AGREE AS FOLLOWS :
SECTION 1.
PERFORMANCE SHARE AWARD.
1.1 Grant
of Performance Shares
(a) The
Company hereby grants to Executive on October 6, 2005 (the
“ Award Date ”), subject to the terms and
conditions of the Plan and subject further to the terms and
conditions of this Agreement, SIX THOUSAND SIX HUNDRED (6,600)
Performance Shares (the “ Performance Shares ”)
as a Performance Share Award under the Plan. Each Performance Share
represents the right to receive one Common Share if and when the
Performance Goal for a Performance Period applicable to the
particular Performance Shares is satisfied.
(b) If the
Company declares and pays a cash dividend with respect to the
Common Shares, it shall also pay a cash dividend in the same amount
and at the same time with respect to each Performance Share held by
Executive.
(c) If
there shall occur any recapitalization, reclassification, stock
dividend, stock split, reverse stock split, or other distribution
with respect to the Common Shares, or any merger,
reorganization,
consolidation or other change in corporate structure affecting the
Common Shares, the Committee may, in the manner and to the extent
that it deems appropriate and equitable to Executive and consistent
with the terms of the Plan, cause an adjustment to be made in
(i) the number and kind of Common Shares subject to the then
outstanding Performance Shares, (ii) the Performance Goals
applicable to the Performance Shares, and (iii) any other
terms of the Performance Share Award that are affected by the
event.
(d) As
soon as administratively practicable following the applicable
Payment Date (as defined in Section 1.3), and upon the
satisfaction of all other applicable conditions with respect to the
Performance Share Award, the Company shall deliver or cause to be
delivered to Executive a certificate or certificates for the Common
Shares that have been earned through achievement of the Performance
Goals.
(a) Performance Shares may not be sold,
transferred, assigned or subject any encumbrance, pledge, or charge
or disposed of for any reason.
(b) Any
Performance Shares for which the applicable Performance Goal has
not be met by August 31, 2009 shall be cancelled and shall be
of no further force and effect.
(c) Any
attempt to dispose of Performance Shares or any interest in such
shares in a manner contrary to the Plan or this Agreement shall be
void and of no effect.
1.3
Performance Goals; Payment .
(a) Subject to the provisions contained in
Sections 1.4, the Performance Period and Performance Goals for
the Performance Shares awarded herein shall be as
follows:
(i) For
one-third of the Performance Shares awarded herein, the initial
Performance Period shall be the fiscal year ending August 31,
2006 (“ Fiscal 2006 ”) and such Performance
Shares shall be deemed earned if the Company’s Earnings Per
Share (as defined herein) shall have increased by 15% over the
fiscal year ended August 31, 2005 (“Fiscal 2005”);
provided, however, all Performance Shares that are not earned with
respect of Fiscal 2006 shall be carried forward to the next
Performance Period;
(ii) For an
additional one-third of the Performance Shares awarded herein and
any Performance Shares carried forward from the prior Performance
Period, the Performance Period shall begin on the September 1,
2006 and end on August 31, 2007 (“ Fiscal 2007
”) and such Performance Shares shall be deemed earned if the
Company’s Earnings Per Share for Fiscal 2007 have increased
on a cumulative basis at a compound annual rate of 15% since Fiscal
2005; provided, however, if Performance Shares are not earned with
respect of Fiscal 2007, all such Performance Shares shall be
carried forward to the next Performance Period;
(iii) For an
additional one-third of the Performance Shares awarded herein and
any Performance Shares carried forward from the prior Performance
Period, the Performance Period
shall begin on
the September 1, 2007 and end on August 31, 2008 (“
Fiscal 2008 ”) and such Performance Shares shall be
deemed earned if the Company’s Earnings Per Shar
|
