SEVERANCE AGREEMENT AND
RELEASE OF CLAIMS
This
Severance Agreement and Release of Claims (“Agreement”)
is between Gary L. Brewer (“Brewer”) and Robbins &
Myers, Inc., with corporate offices at 51 Plum Street,
Suite 260, Dayton, Ohio 45440, and other related groups and
companies of Robbins & Myers, Inc., including the Process
Solutions Group (“Robbins & Myers” or
“Company”).
Brewer
and Robbins & Myers make this Agreement under the following
circumstances:
A.
Brewer has been employed with the Company as Vice President and
President of the Process Solutions Group.
B.
The Company has decided to terminate Brewer’s employment
effective April 9, 2009.
C.
As a result, the Company has offered, and Brewer has agreed to,
certain individualized severance benefits in connection with the
decision to terminate his employment, and Brewer has agreed to
release the Company from any and all claims arising out of his
employment with the Company, including his employment
termination.
WHEREFORE,
Robbins & Myers and Brewer agree as follows:
1.
EMPLOYMENT SEPARATION . Effective April 9, 2009,
Brewer will terminate his employment with the Company, including
his position as Vice President of Robbins & Myers and his
position as President of the Process Solutions Group. Until
April 9, 2009, Brewer will be considered an active employee of
the Company with normal pay and benefits. In addition, effective
April 9, 2009, Brewer resigns his position as an officer
and/or director of any and all subsidiaries or affiliates of
Robbins & Myers, Inc. in which he holds any such
office.
2.
SEVERANCE PAY . The Company will pay to Brewer a
total of $265,000.00 in severance pay (“Severance
Amount”), which will be paid as follows: $130,000.00 on
April 15, 2009 (or such later date upon which the seven
(7) day revocation period set forth in paragraph 15(d) has
expired) and $135,000.00 on October 15, 2009. The required
withholding and other applicable payroll taxes will be deducted
from such severance payments.
3.
MEDICAL AND OTHER HEALTH CARE COVERAGE . For the
period of April 9, 2009 through April 30, 2010 (the
“Benefit Period”), the Company will continue to provide
Brewer, and his eligible dependents, with medical, dental, vision
and EAP plan(s) coverage provided Brewer is not employed with an
employer who provides comparable coverage to him. This medical,
dental, vision and EAP plan(s) coverage will be provided to Brewer
during the Benefit Period on the same terms and employee
contribution basis as are in effect for active exempt employees of
the Company. Required contributions will be deducted from
Brewer’s severance payments. Thereafter, Brewer will be
eligible to elect coverage provided under the Consolidated Omnibus
Budget Reconciliation Act (“COBRA”) and to receive a
COBRA premium reduction until December 31, 2009 pursuant to
the American Recovery and Reinvestment Act of 2009.
4.
STOCK OPTIONS; RESTRICTED SHARES AND PERFORMANCE SHARES
. All stock options, restricted shares and performance shares
previously available to Brewer will be handled according to the
terms and conditions set forth in the relevant plan and award
agreements and documents as affecting an employee whose employment
is terminated employment on April 9, 2009. In February 2008,
2,778 shares of restricted stock issued to Brewer vested (the
“2008 Shares”). The Severance Amount includes and
satisfies any obligation that the Company may have to Brewer for
any additional tax liability that Brewer may incur resulting from
the vesting of the 2008 Shares.
5.
OUTPLACEMENT SERVICES . The Company shall pay the
expense of outplacement services for the benefit of Brewer up to a
maximum of $15,000.00. The outplacement service will be provided by
a vendor chosen by Robbins & Myers.
6.
OTHER BENEFITS . Brewer agrees that the payments and
benefits provided under this Agreement are greater than any to
which he would otherwise be entitled under Company policies or
practices. Brewer also agrees that the payments and benefits
provided under this Agreement are all that he will receive from the
Company, and that these payments and benefits are in lieu of, and
replace, any payments which Brewer might have claimed eligibility
for, or entitlement to, under Company policy or practice except
for: (a) benefits to which Brewer is entitled under the
Robbins & Myers, Inc. Employee Savings Plan; (b) benefits
to which Brewer is entitled under Robbins & Myers, Inc. Pension
Plan; and (c) any unused 2009 vacation pay. All benefits under
the Company’s Executive Supplemental Retirement Plan are
forfeited in accordance with the terms of such plan.
7.
RELEASE OF CLAIMS . In consideration of the payments
and benefits provided to Brewer under this Agreement, Brewer, on
behalf of himself, his heirs, assigns and agents, fully settles,
releases, and forever discharges Robbins & Myers, Inc., its
groups and affiliates and subsidiaries, and their present and
former officers, directors, agents, employees, a
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