10-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20459

FORM 10-K

þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended August 31, 2007

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission File Number 0-288

ROBBINS & MYERS, INC.

(Exact name of Registrant as specified in its charter)

Ohio	31-0424220
(State or other jurisdiction of incorporation)	(I.R.S. employer identification number)
51 Plum St. Suite 260, Dayton, OH	45440
(Address of principal executive offices)	(Zip Code)

(937) 458-6600

Registrant’s telephone number, including area code

1400 Kettering Tower, Dayton, OH 45423

(Former name or address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

	Name of each exchange on
Title of each class	which registered
Common Shares, without par value	New York

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes o No þ

Indicate by check mark if registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.       Yes o No þ

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirement for at least the past 90 days.      Yes þ No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.      þ

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Act (check one).

Large Accelerated Filer o           Accelerated Filer þ            Non-accelerated Filer o

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act).       Yes o No þ

Aggregate market value of Common Shares, without par value, held by non-affiliates of the Company at February 28, 2007 (the last business day of the Company’s second fiscal quarter)	$	544,766,998
Number of Common Shares, without par value, outstanding at October 31, 2007		17,122,883

DOCUMENT INCORPORATED BY REFERENCE

Robbins & Myers, Inc., Proxy Statement for its Annual Meeting of Shareholders on January 9, 2008; definitive copies of the foregoing will be filed with the Commission within 120 days of the Company’s most recently completed fiscal year. Only such portions of the Proxy Statement as are specifically incorporated by reference under Part III of this Report shall be deemed filed as part of this Report.

TABLE OF CONTENTS

	ITEM 1 BUSINESS
	ITEM 1A. RISK FACTORS
	ITEM 1B UNRESOLVED STAFF COMMENTS
	ITEM 2. PROPERTIES
	ITEM 3. LEGAL PROCEEDINGS
	ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
PART II
	ITEM 5.MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
	ITEM 6. SELECTED FINANCIAL DATA
	ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
	ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
	ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
	ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
	ITEM 9A. CONTROLS AND PROCEDURES
	ITEM 9B. OTHER INFORMATION
PART III
	ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT AND CORPORATE GOVERNANCE
	ITEM 11. EXECUTIVE COMPENSATION
	ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
	ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
	ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
PART IV
	ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
SIGNATURES
EX-3.1
EX-10.4
EX-10.5
EX-10.10
EX-10.12
EX-10.14
EX-10.15
EX-10.16
EX-10.18
EX-10.19
EX-10.20
EX-21.1
EX-23.1
EX-24.1
EX-31.1
EX-31.2
EX-32.1
EX-32.2

ITEM 1. BUSINESS

Important Information Regarding Forward-Looking Statements

Portions of this Form 10-K include “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. This includes, in particular, “Item 7-Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Form 10-K as well as other portions of this Form 10-K. The words “believe,” “expect,” “anticipate,” “project,” and similar expressions, among others, generally identify “forward-looking statements,” which speak only as of the date the statements were made. Forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from those projected, anticipated or implied in the forward-looking statements. The most significant of these risks, uncertainties and other factors are described in this Form 10-K (included in “Item 1A-Risk Factors”). Except to the limited extent required by applicable law, the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

OVERVIEW

Robbins & Myers, Inc. is an Ohio corporation. As used in this report, the terms “Company,” “we,” “our,” or “us” mean Robbins & Myers, Inc. and its subsidiaries unless the context indicates another meaning. We are a leading supplier of engineered equipment and systems for critical applications in global energy, industrial, chemical and pharmaceutical markets. Our success is based on close and continuing interaction with our customers, application engineering expertise, innovation, customer support and a competitive cost structure. Our fiscal 2007 sales were approximately $695 million, and no one customer accounted for more than 5% of these sales.

Information concerning our sales, income before interest and income taxes (“EBIT”), identifiable assets by segment and sales and identifiable assets by geographic area for the years ended August 31, 2007, 2006 and 2005 is set forth in Note 12 to the Consolidated Financial Statements included at Item 8 and is incorporated herein by reference.

Fluid Management Segment

Our Fluid Management business segment designs, manufactures and markets equipment and systems used in oil and gas exploration and recovery, specialty chemical, wastewater treatment and a variety of other industrial applications. Primary brands include Moyno®, Yale®, New Era®, TARBY® and Hercules®. Our products and systems include hydraulic drilling power sections; down-hole and industrial progressing cavity pumps and related products such as grinders for applications involving the flow of viscous, abrasive and solid-laden slurries and sludge; and a broad line of ancillary equipment, such as rod guides, rod and tubing rotators, wellhead systems, pipeline closure products and valves. These products and systems are used at the wellhead and in subsurface drilling and production.

Sales, Marketing and Distribution. We sell our rotors and stators for hydraulic drilling power sections through a direct sales force. We sell our tubing wear prevention products and certain wellhead equipment through major distributors as well as our service centers in key oilfield locations worldwide. We sell our wellhead, closure products and industrial pumps through distributors and manufacturer representatives. Backlog at August 31, 2007 was $43.0 million, compared with $33.3 million at August 31, 2006.

Aftermarket Sales. Aftermarket sales consist principally of selling replacement components for our pumps, as well as the relining of stators and the refurbishment of rotors for the energy market. Aftermarket sales represented approximately 20% of the sales in this segment in fiscal 2007. However, replacement items, such as power section rotors and stators, down-hole pump rotors and rod guides are components of larger systems that wear out after regular usage. These are often sold as complete products and are not identifiable by us as aftermarket sales.

Markets and Competition. We believe we are the leading independent manufacturer of rotors and stators for hydraulic drilling power sections worldwide. We are also a leading manufacturer of rod guides, wellhead components, pipeline closure products and down-hole progressing cavity pumps worldwide. While the oil and gas exploration and recovery equipment marketplace is highly fragmented, we believe that with our leading brands and products we are effectively positioned as a full-line supplier with the capability to provide customers with complete system sourcing. We also have a large installed base and a dominant market share in progressing cavity pumps for general industrial applications in the U.S. and Canada, but a smaller presence in Europe and Asia. While we believe Moyno® is the North American leader in the manufacture and sale of progressing cavity

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pumps for the general industrial market, the worldwide market is highly competitive and includes several competitors, none of which is dominant. In addition, there are several other types of positive displacement pumps, including gear, lobe and air-operated diaphragm pumps that compete with progressing cavity pumps in certain applications.

Process Solutions Business Segment

Our Process Solutions business segment designs, manufactures and services glass-lined reactors and storage vessels, standard and customized fluid-agitation equipment and systems, thermal fluid systems and customized fluoropolymer-lined fittings, vessels and accessories, primarily for the pharmaceutical and fine chemical markets. Primary brands are Pfaudler®, Tycon-Technoglass®, Chemineer® and Edlon®.

Sales, Marketing and Distribution. We primarily market and sell glass-lined reactors and storage vessels through our direct sales force, as well as manufacturers’ representatives in certain world markets. Industrial mixers, agitation equipment and corrosion resistant products are primarily sold through manufacturers’ representatives. Backlog at August 31, 2007 was $98.9 million compared with $88.4 million at August 31, 2006.

Aftermarket Sales. Aftermarket products and services, which include field service, replacement parts, accessories and reconditioning of glass-lined vessels, are an important part of our Reactor Systems product line. Our aftermarket capabilities and presence allow us to service our large installed base of Pfaudler glass-lined vessels and to meet the needs of our customers, who are increasingly inclined to outsource various maintenance and service functions. We also service competitors’ equipment in the U.S. and in Europe. We also refurbish and sell used, glass-lined vessels. Our aftermarket business for the Chemineer® and Edlon® lines primarily consists of selling replacement parts. Aftermarket sales represented approximately 34% of this segment’s sales in fiscal 2007.

Markets and Competition. We believe we have the number one worldwide market position for quality glass-lined reactors and storage vessels, competing principally with a DeDeitrich, a French company. The mixing equipment industry in which our Chemineer® brand participates is highly competitive and fragmented. We believe we are one of the market leaders worldwide. Our primary competitors are American and German businesses. Our Edlon® brand primarily competes by offering highly engineered products and products made for special needs, which are not readily supplied by competitors.

Romaco Business Segment

Our Romaco business segment designs, manufactures and markets packaging and secondary processing equipment for the pharmaceutical, healthcare, nutriceutical, food and cosmetic industries. Packaging applications include dosing, filling and sealing of vials, capsules, tubes, bottles and blisters, as well as customized packaging. Primary brands are Noack®, Siebler®, FrymaKoruma®, Macofar® and Promatic®.

Sales, Marketing and Distribution. We sell Romaco products through our direct sales and service centers in certain world markets. We supplement our direct sales force with an extensive network of manufacturers’ representatives and third party distributors. Backlog at August 31, 2007 was $52.0 million compared with $52.7 million at August 31, 2006.

Aftermarket Sales. Aftermarket sales of our Romaco business were approximately 30% of this segment’s fiscal 2007 sales, consisting largely of replacement parts for the installed base of equipment.

Markets and Competition. We believe Romaco is one of the top five worldwide manufacturers of the type of pharmaceutical equipment it provides; however, the market is fragmented with many competitors, none of which is dominant. Given the fragmented nature of the industry, we believe there are strategic opportunities to expand our market share through technological innovation and flexible response to new market requirements and product applications.

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Other Consolidated Information

BACKLOG

Our total order backlog was $193.8 million at August 31, 2007 compared with $174.4 million at August 31, 2006. We expect to ship substantially all of our backlog during the next 12 months.

CUSTOMERS

Sales are not concentrated with any customer, as no customer represented more than 5% of sales in fiscal 2007, 2006 or 2005.

RAW MATERIALS

Raw materials are purchased from various vendors that generally are located in the same country as our facility using the raw materials. Because of high global demand for steel, costs increased significantly in 2006 and 2007. However, our supply of steel and other raw materials and components has been adequate and available without significant delivery delays. No events are known or anticipated that would change the availability of raw materials. No one supplier provides more than 10% of our raw materials.

GENERAL

We own a number of patents relating to the design and manufacture of our products. While we consider these patents important to our operations, we believe that the successful manufacture and sale of our products depend more upon operating and application expertise and manufacturing skills. We are committed to maintaining high quality manufacturing standards and have completed ISO certification at many of our facilities.

During fiscal 2007, we spent approximately $6.4 million on research and development activities compared with $7.8 million in fiscal 2006 and $8.7 million in fiscal 2005. We have also incurred significant engineering costs in conjunction with fulfilling customer orders and executing customer projects.

Compliance with federal, state and local laws regulating the discharge of materials into the environment is not anticipated to have any material effect upon the Company’s capital expenditures, earnings or competitive position.

At August 31, 2007, we had 3,233 employees, which included approximately 560 at majority-owned joint ventures. Approximately 580 of our total employees were covered by collective bargaining agreements at various locations. The agreement covering our Springfield, Ohio, manufacturing facility expires in fiscal 2008. The Company considers labor relations at each of its locations to be good.

CERTIFICATIONS

Peter C. Wallace, our President and Chief Executive Officer, certified to the New York Stock Exchange on February 9, 2007 that, as of that date, he was not aware of any violation by the Company of the NYSE’s Corporate Governance Listing Standards. We have filed with the SEC the certifications of Mr. Wallace and Christopher M. Hix, our Chief Financial Officer, that are required by Section 302 of the Sarbanes-Oxley Act of 2002 relating to the financial statements and disclosures contained in our Annual Report on Form 10-K for the year ended August 31, 2007.

AVAILABLE INFORMATION

We make available free of charge on or through our web site, at www.robn.com, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports as soon as reasonably practicable after such materials are electronically filed with the Securities and Exchange Commission (“SEC”). Additionally, the public may read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 450 Fifth Street, N.W., Washington, D.C., 20549. Information regarding operation of the Public Reference Room is available by calling the SEC at 1-800-SEC-0300. Information that we file with the SEC is also available at the SEC’s web site at www.sec.gov.

We also post on our web site the following corporate governance documents: Corporate Governance Guidelines, Code of Business Conduct and the Charters of our Audit, Compensation, and Nominating and Governance

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Committees. Copies of the foregoing documents are also available in print to any shareholder who requests it by writing our Corporate Secretary, Robbins & Myers, Inc., 51 Plum Street, Suite 260, Dayton, Ohio 45440.

ITEM 1A. RISK FACTORS

If any of the events contemplated by the following risks actually occurs, then our business, financial condition or results of operations could be materially adversely affected. We caution the reader that these risk factors may not be exhaustive. We operate in a continually changing business environment, and new risk factors emerge from time to time. We can neither predict these new risk factors, nor can we assess the impact, if any, of these new risk factors on our businesses or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those projected in any forward-looking statements.

Some of our end-markets are cyclical, which may cause fluctuations in our sales and operating results.

We have experienced, and expect to continue to experience, fluctuations in operating results due to business cycles. We sell our products principally to energy, chemical, and pharmaceutical markets. While we serve a variety of markets to avoid a dependency on any one, a significant downturn in any of these markets could cause a material adverse impact on our sales and operating results.

The energy market, in particular, has historically been cyclical in nature as the worldwide demand for oil and gas fluctuates. When worldwide demand for these commodities is depressed, the demand for our products used in drilling and recovery applications is reduced. We have historically generated lower sales and profits in periods of declining demand for oil and gas. Accordingly, results of operations for any particular period are not necessarily indicative of the results of operations for any future period. Future downturns in demand for oil and gas could have a material adverse effect on our sales and operating results.

Our businesses are adversely affected by economic downturns.

As a supplier of capital equipment to a variety of industries, we are adversely affected by general economic downturns. Many of our customers, particularly in the industrial markets, will delay capital projects, including non-critical maintenance and upgrades, during economic downturns.

Approximately 60% of our sales are to customers outside the United States, and we are subject to special economic and political risks associated with international operations.

Approximately 60% of our fiscal 2007 sales were to customers outside the U.S., and we maintain manufacturing facilities in 14 non-U.S. countries. Conducting business outside the U.S. is subject to risks, including currency exchange rate fluctuations; changes in regional, political or economic conditions; trade protection measures, such as tariffs or import or export restrictions; subsidies or increased access to capital for firms who are currently, or may emerge, as competitors in countries in which we have operations; partial or total expropriation; unexpected changes in regulatory requirements; and international sentiment towards the U.S. One or more of these factors could have a material adverse effect on our international operations.

We must comply with a variety of import and export laws and regulations, and the cost of compliance as well as the consequences of failure to properly comply with such laws could adversely affect our business.

We are subject to a variety of laws regarding our international operations, including regulations issued by the U.S. Department of Commerce Bureau of Industry and Security and various foreign governmental agencies. We cannot predict the nature, scope or effect of future regulatory requirements to which our international manufacturing operations and trading practices might be subject or the manner in which existing laws might be administered or interpreted. Future regulations could limit the countries in which certain of our products may be manufactured or sold or could restrict our access to, and increase the cost of obtaining, products from foreign sources. In addition, actual or alleged violations of import-export laws could result in enforcement actions and financial penalties that could result in substantial costs.

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Competition in our markets could cause our sales to decrease.

We face significant competition from a variety of competitors in our markets. In some markets, our competitors have greater resources than we do. In addition, new competitors could enter our markets. Competitive pressures, including product quality, performance, price and service capabilities, and new technologies could adversely affect our competitive position, involving a loss of market share or decrease in prices, either of which could have a material adverse effect on our sales.

The nature of our products creates the possibility of product liability lawsuits, which could harm our business.

As a manufacturer of equipment and systems for use in various markets, we face an inherent risk of exposure to product liability claims. Although we maintain strict quality controls and procedures, we cannot be certain that our products will be completely free from defect. In addition, in certain cases, we rely on third-party manufacturers for components of our products. Although we have liability insurance coverage, we cannot be certain that this insurance coverage will continue to be available to us at a reasonable cost or will be adequate to cover any such liabilities. We generally seek to obtain contractual indemnification from our third-party suppliers, which is typically limited by its terms. In the event we do not have adequate insurance or contractual indemnification, product liabilities could have a material adverse effect on our business, financial condition or results of operations. Even if a product liability claim is without merit, it could harm our business.

The results of operations could vary based on the availability and cost of our raw materials.

The prices of our raw materials may increase. The costs of raw materials used by us are affected by fluctuations in the price of metals such as steel.

Our ability to obtain parts and raw materials from our suppliers is uncertain. We are engaged in a continuous, company-wide effort to concentrate our purchases of parts and raw materials on fewer suppliers, and to obtain parts from low-cost countries where possible. As this effort progresses, we are exposed to an increased risk of disruptions to our supply chain, which could have a significant effect on our operating results.

Our results of operations could vary as a result of the methods, estimates and judgments we use in applying our accounting policies.

The methods, estimates and judgments we use in applying our accounting policies have a significant impact on our results of operations (see “Critical Accounting Estimates” in Part II, Item 7 of this Form 10-K). Such methods, estimates and judgments are, by their nature, subject to substantial risks, uncertainties and assumptions, and factors may arise over time that lead us to change our methods, estimates and judgments. Changes in those methods, estimates and judgments could significantly affect our results of operations. In particular, beginning in our first quarter of fiscal 2006, the calculation of share-based compensation expense under SFAS No. 123(R) required us to use valuation methodologies (which were not developed for use in valuing employee stock options) and a number of assumptions, estimates and conclusions regarding matters such as expected forfeitures, expected volatility of our share price, the expected dividend rate with respect to our common shares and the option exercise behavior of our employees. Furthermore, there are no means, under applicable accounting principles, to compare and adjust our expense if and when we learn of additional information that may affect the estimates that we previously made, with the exception of changes in expected forfeitures of share-based awards. Factors may arise over time that lead us to change our estimates and assumptions with respect to future share-based compensation arrangements, resulting in variability in our share-based compensation expense over time. Changes in forecasted share-based compensation expense could impact our financial results.

Any impairment in the value of our intangible assets, including goodwill, would negatively affect our operating results and total capitalization.

Our total assets reflect substantial intangible assets, primarily goodwill. The goodwill results from our acquisitions, representing the excess of cost over the fair value of the net assets we have acquired. We assess at least annually whether there has been an impairment in the value of our intangible assets. If future operating performance at one or more of our business units were to fall significantly below current levels, if competing or alternative technologies emerge or if market conditions for businesses acquired declines, we could incur, under current applicable accounting rules, a non-cash charge to operating earnings for goodwill impairment. Any

5

determination requiring the write-off of a significant portion of unamortized intangible assets would negatively affect our results of operations and total capitalization, the effect of which could be material.

Other risks that may effect our business.

• Customer order cancellations.

• Implementation of business computer systems at several of our facilities.

ITEM 1B UNRESOLVED STAFF COMMENTS

None.

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ITEM 2. PROPERTIES

Our executive offices are located in Beavercreek Township, near Dayton, Ohio. The executive offices are leased and occupy approximately 8,500 square feet. Set forth below is certain information relating to our principal operating facilities. We consider our properties, as well as the related machinery and equipment, to be suitable for their intended purposes.

					Square Footage
			Sales/		(in thousands)
	Manufacturing		Service		Owned		Leased
Function and size by segment:
Fluid Management		11		13		757		91
Process Solutions		13		—		2,096		50
Romaco		5		2		284		75

	North America		South America		Europe		Asia
Geographical locations by segment:
Fluid Management		20		2		1		1
Process Solutions		5		1		5		2
Romaco		1		—		6		—

ITEM 3. LEGAL PROCEEDINGS

There are claims, suits and complaints arising in the ordinary course of business filed or pending against us. Although we cannot predict the outcome of such claims, suits and complaints with certainty, we do not believe that the disposition of these matters will have a material adverse effect on our financial position, results of operations or cash flows.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

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Executive Officers of the Registrant

Peter C. Wallace, age 53, has been President and Chief Executive Officer of the Company since July 12, 2004. From October 2001 to July 2004, Mr. Wallace was President and CEO of IMI Norgren Group (sophisticated motion and fluid control systems for original equipment manufacturers). He was employed by Rexnord Corporation (power transmission and conveying components) for 25 years serving as President and Group Chief Executive from 1998 until October 2001 and holding a variety of senior sales, marketing, and international positions prior thereto.

Christopher M. Hix, age 45, has been our Vice President and Chief Financial Officer since August 2006. He held various corporate finance and business development positions with Roper Industries (diversified industrial products) from 2001 to July 2006, the most recent being Vice President, Business Development and Assistant Secretary. He was Chief Financial Officer and Vice President of Customer Support for Somero Enterprises, Inc. from 1999 to 2001. From 1991 to 1999 he was with Roper Industries serving in various senior business unit financial and operational leadership positions.

Saeid Rahimian, age 49, has been a Corporate Vice President and President, Fluid Management, since September 2005. He was Group Vice President and President of our R&M Energy Systems and Reactor Systems businesses from May 2004 to September 2005. He has also been President of our R&M Energy Systems business from 1998 to May 2004.

Gary L. Brewer, age 49, has been a Corporate Vice President and President, Process Solutions Group, since February 2006. He held various senior executive positions with Eaton Corporation (diversified industrial products) from 1995 to February 2006, the most recent being Americas Manufacturing Manager, Controls and also including Business Unit Manager for Hydraulic Cylinders, Plant Manager for Motion Control Products and Director of Sales and Marketing in Europe for the Motion Control Business.

Jeffrey L. Halsey, age 55, has been our Vice President, Human Resources since July 2007. He held various Human Resources positions with ABB Ltd. from 1989 through 2006, most recently as Group Senior Vice President, Human Resources for ABB Inc. Prior to 1989 he was Vice President, Employee Relations for Pullman, Inc.

Kevin J. Brown, age 49, has been our Corporate Controller and Chief Accounting Officer since October 2006. He was our Vice President of Corporate Services, Investor Relations & Compliance from August 2006 to October 2006 and he was our Vice President and Chief Financial Officer from January 2000 to August 2006. Previously, he was our Controller and Chief Accounting Officer since December 1995. Prior to joining us, he was employed by the accounting firm of Ernst & Young LLP for 15 years.

Michael J. McAdams, age 58, has been our Treasurer since October 2005, and was Assistant Treasurer from September 2004 to September 2005. From 1999 to 2003, Mr. McAdams was Treasurer of Evenflo Company, Inc. He was Treasurer of Advanced Silicon Materials, Inc. from 1996 to 1999. He was also employed by Armco, Inc. for 15 years, holding various finance positions, including the position of Assistant Treasurer.

Joseph M. Rigot, age 64, has been our Secretary and General Counsel since 1990. He has been a partner with the law firm of Thompson Hine LLP and a predecessor firm for nearly 30 years.

The term of office of our executive officers is until the next Annual Meeting of Directors (January 9, 2008) or until their respective successors are elected.

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PART II

ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

(A) Our common shares trade on the New York Stock Exchange under the symbol RBN. The prices presented in the following table are the high and low closing prices for the common shares for the periods presented.

					Dividends
	High		Low		Paid per Share
Fiscal 2007
1st Quarter ended Nov. 30, 2006	$	42.79	$	27.96	$	0.055
2nd Quarter ended Feb. 28, 2007		47.21		39.15		0.065
3rd Quarter ended May 31, 2007		46.13		34.95		0.065
4th Quarter ended Aug. 31, 2007		61.93		42.35		0.065
Fiscal 2006
1st Quarter ended Nov. 30, 2005	$	23.06	$	19.98	$	0.055
2nd Quarter ended Feb. 28, 2006		23.58		20.21		0.055
3rd Quarter ended May 31, 2006		25.37		20.12		0.055
4th Quarter ended Aug. 31, 2006		29.03		22.61		0.055

(B) As of October 31, 2007, we had 372 shareholders of record.

(C) Dividends paid on common shares are presented in the table in Item 5(A). Our credit agreement includes certain covenants which restrict our payment of dividends above $10,000,000 plus a carry over amount from the prior year, which is 50% of the amount that such dividends were under $10,000,000.

(D.) In 2007 there were no sales of unregistered securities.

(E) A summary of the Company’s repurchases of its common shares during the quarter ended August 31, 2007 is as follows:

							Maximum
							Number (or)
							Approximate
					Total Number of		Dollar
					Shares		Value of Shares
					Purchased as		that May
			Average		Part of Publicly		Yet Be
	Total Number		Price		Announced		Purchased Under
	of Shares		Paid per		Plans or		the Plans or
Period	Purchased(a)		Share		Programs		Programs
June 2007		0	$	0		0		0
July 2007		1,860		60.89		0		0
August 2007		0		0		0		0
Total		1,860	$	60.89		0		0

(a) During the fourth quarter of 2007, the Company purchased 1,860 of its common shares in connection with its employee benefit plans, including purchases associated with the vesting of restricted stock awards. These purchases were not made pursuant to a publicly announced repurchase plan or program.

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ITEM 6. SELECTED FINANCIAL DATA

Selected Financial Data (1)
Robbins & Myers, Inc. and Subsidiaries
(In thousands, except per share and employee data)

The following selected financial data should be read in conjunction with Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our Consolidated Financial Statements included in Item 8 “Financial Statements and Supplementary Data.”

	2007		2006			2005			2004		2003
Operating Results
Orders	$	719,848	$	688,822		$	607,210		$	586,948	$	546,357
Ending backlog		193,821		174,447			116,491			114,267		111,375
Sales		695,393		625,389			604,773			585,758		560,775
EBIT (2,3)		94,282		7,508			21,451			30,317		38,709
Net income (loss) (2,3)		50,705		(19,587	)		(262	)		11,648		14,623
Net income (loss) per share, diluted (2,3)	$	2.96	$	(1.31	)	$	(0.02	)	$	0.80	$	1.02
Financial Condition
Total assets	$	816,143	$	712,047		$	740,193		$	736,078	$	705,491
Total cash		116,110		48,365			23,043			8,640		12,347
Total debt		103,075		105,531			175,408			181,702		193,603
Shareholders’ equity		412,518		339,422			301,646			306,025		286,916
Total capitalization	$	515,593	$	444,953		$	477,054		$	487,727	$	480,519
Other Data
Cash flow from operating activities (2)	$	65,113	$	40,581		$	26,340		$	26,353	$	45,636
Capital expenditures, net		16,536		13,660			20,263			9,884		7,869
Amortization		1,631		2,343			2,519			2,738		2,189
Depreciation		14,993		16,235			17,874			18,639		20,093
Dividends declared per share	$	0.25	$	0.22		$	0.22		$	0.22	$	0.22
Number of employees		3,233		3,271			3,585			3,824		3,904

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Notes to Selected Financial Data

1. We sold our Zanchetta product line on March 31, 2007, our Hapa and Laetus product lines on March 31, 2006 and our lined-pipe and fitting product line on August 31, 2005. We acquired Tarby on November 15, 2002.

2. Fiscal 2007 included costs of $1,818,000 related to restructuring our Romaco segment and net gains on product line and facility sales of $5,279,000. Fiscal 2006 included costs of $7,296,000 related to the restructuring of our Process Solutions and Romaco segments, which included inventory write-downs of $1,127,000 that are included in cost of sales. Fiscal 2006 also included a gain of $7,955,000 on the disposition of product lines and facilities. Fiscal 2006 also included a $39,174,000 goodwill impairment charge. Fiscal 2005 included costs of $7,963,000 related to the restructuring of our Process Solutions and Romaco segments, including inventory write-downs of $1,130,000 that are included in cost of sales. Fiscal 2005 also included a loss of $2,053,000 related to asset dispositions in our Process Solutions segment. Fiscal 2004 included charges of $1,378,000 related to the retirement of our former President & CEO and severance costs of $761,000 related to the consolidation of our Process Solutions business in Italy. These special items increased fiscal 2007 net income by $3,461,000 ($0.12 per diluted share), increased fiscal 2006 net loss by $36,941,000 ($2.46 per diluted share), decreased fiscal 2005 net income by $6,310,000 ($0.52 per diluted share) and decreased fiscal 2004 net income by $1,390,000 ($.10 per diluted share). See Note 3 of Notes to Consolidated Financial Statements.

3. EBIT represents income before interest and income taxes and is reconciled to net income on our Consolidated Statement of Operations. EBIT is not a measure of performance calculated in accordance with accounting principles generally accepted in the United States and should not be considered as an alternative to net income as a measure of our operating results. EBIT is not a measure of cash available for use by management. In addition, this measure may not be comparable to that used by other companies. We evaluate performance of our business segments and allocate resources based on EBIT.

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

We are a leading designer, manufacturer and marketer of highly-engineered, application-critical equipment and systems for the energy, industrial, chemical and pharmaceutical markets worldwide. We attribute our success to our close and continuing interaction with customers, our manufacturing, sourcing and application engineering expertise and our ability to serve customers globally. Our business consists of three market-focused segments: Fluid Management, Process Solutions and Romaco.

Beginning with the first quarter of fiscal 2006, we reported realigned segments. The new segment structure resulted from a significant reorganization of management, operations and reporting that occurred during the first quarter of fiscal 2006. The Fluid Management segment is comprised of the R&M Energy Systems, Moyno and Tarby product lines. The Process Solutions segment is comprised of the Pfaudler, Tycon Technoglass, Chemineer and Edlon product lines. The Romaco segment includes the FrymaKoruma, Noack, Siebler, Macofar, Promatic, Unipac, and Bosspak product lines. In certain periods the Romaco segment includes results from the Hapa, Laetus, IPM, and Zanchetta product lines, which were disposed in March 2006, March 2006, December 2006 and February 2007, respectively. As a result of the segment realignment, the goodwill recorded as of August 31, 2005 was allocated to the Company’s reporting units based on their relative fair value in accordance with Statement of Financial Accounting Standard No. 142 “Goodwill and Other Intangible Assets” (“SFAS 142”). In the first quarter of fiscal 2006, management estimated the fair value of the Romaco segment using current prices that the Company may receive in the potential disposition of all or parts of Romaco and recorded a $30.0 million goodwill impairment charge. A formal appraisal was completed in the third quarter of fiscal 2006, resulting in an additional $9.2 million charge.

Unless otherwise noted, the costs mentioned below in this Overview were included on the “other” expense line of our Consolidated Statement of Operations in the period indicated.

During fiscal years 2007, 2006 and 2005, we incurred costs related to a restructuring program announced in fiscal 2005. The restructuring plan was initiated to improve the profitability of our Romaco and Process Solutions segments and included plant closures, sales of excess facilities, personnel reductions, product line sales, and other activities.

We recorded restructuring costs in fiscal 2005 totaling $3.7 million in the Process Solutions segment and $4.3 million in the Romaco segment. The costs in fiscal 2005 included $1.1 million to write-down inventory and $0.4 million to write-off intangibles related to discontinued product lines. The inventory charge is included in cost of sales. During that year, we sold a Romaco facility and a Process Solutions facility, as well as a Process Solutions product line. Cash proceeds from these asset sales totaled $9.7 million. The net loss recognized in 2005 as a result of these asset sales was $2.1 million.

We recorded restructuring costs in fiscal 2006 totaling $2.5 million in the Process Solutions segment and $4.8 million in the Romaco segment. The costs in fiscal 2006 included $1.1 million to write-down inventory related to discontinued product lines, which is included in cost of sales. During the year, we sold two Romaco product lines and a Process Solutions facility. Cash proceeds from these asset sales totaled $27.8 million. The net gain recognized in fiscal 2006 as a result of these asset sales was $8.0 million.

In fiscal 2007, we completed the restructuring activities announced in fiscal 2005. We recorded restructuring costs in fiscal 2007 totaling $1.8 million in our Romaco segment. During the year we also sold a Romaco facility and a Process Solutions facility, as well as two Romaco product lines. Cash proceeds from these asset sales totaled $13.7 million. The net gain recognized in fiscal 2007 as a result of these asset sales was $5.3 million.

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Results of Operations

The following tables present components of our Consolidated Statement of Operations and segment information.

Consolidated	2007			2006			2005
Sales		100.0	%		100.0	%		100.0	%
Cost of sales		65.2			65.6			68.0
Gross profit		34.8			34.4			32.0
SG&A expenses		21.7			27.2			27.0
Goodwill impairment charge		0.0			6.3			0.0
Other		(.5	)		(.3	)		1.5
EBIT		13.6	%		1.2	%		3.5	%

By Segment	2007			2006			2005
	(In millions, except percents)
Fluid Management:
Sales	$	292.3		$	245.2		$	198.7
EBIT		77.0			56.5			39.7
EBIT %		26.3	%		23.0	%		20.0	%
Process Solutions:
Sales	$	273.9		$	231.0		$	238.7
EBIT		31.9			8.9			4.7
EBIT %		11.7	%		3.9	%		2.0	%
Romaco:
Sales	$	129.2		$	149.2		$	167.4
EBIT		2.6			(38.2	)		(7.9	)
EBIT %		2.0	%		(25.6	)%		(4.7	)%
Total:
Sales	$	695.4		$	625.4		$	604.8
EBIT		94.3			7.5			21.5
EBIT %		13.6	%		1.2	%		3.6	%

Fiscal Year Ended August 31, 2007 Compared with Fiscal Year Ended August 31, 2006

Net Sales

Sales for fiscal 2007 were $695.4 million compared to $625.4 million in fiscal 2006, an increase of $70.0 million or 11.2%. Excluding sales from product lines sold in fiscal 2007 and 2006, sales increased by approximately $103.2 million. Exchange rates accounted for $22.9 million of the increase in sales.

The Fluid Management segment had sales of $292.3 million in fiscal 2007 compared to $245.2 million in fiscal 2006, an increase of $47.1 million, or 19.2%. The sales increase is from strong demand for oilfield equipment products due to high levels of oil and gas exploration and recovery activity, as well as improved demand in chemical processing and general industrial markets.

The Process Solutions segment had sales of $273.9 million in fiscal 2007 compared to $231.0 million in fiscal 2006, an increase $42.9 million, or 18.6%. The increase in sales is largely attributable to improved orders for original equipment over the last twelve to eighteen months. Exchange rates contributed $11.1 million to the increase in sales. Primary end markets, chemical processing and pharmaceutical, continued to improve. The segment is also benefiting from emerging applications, such as flue gas desulfurization and bio-diesel.

The Romaco segment had sales of $129.2 million in fiscal 2007 compared to $149.2 million in fiscal 2006. Excluding product lines sold in fiscal 2007 and 2006, sales increased $13.2 million, or 11.4%. Current year sales include $8.3 million of exchange rate benefit. Our orders and backlog improved all year as the pharmaceutical market strengthened over the last twelve to eighteen months, which has translated into higher sales in this segment.

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Earnings Before Interest and Income Taxes (EBIT)

The Company’s operating performance is evaluated using several measures including EBIT. EBIT is income before interest and income taxes and is reconciled to net income on our Consolidated Statement of Operations. We evaluate performance of our business segments and allocate resources based on EBIT. EBIT is not, however, a measure of performance calculated in accordance with accounting principles generally accepted in the United States and should not be considered as an alternative to net income when evaluating our operating results. EBIT is not a measure of cash available for use by management.

Consolidated EBIT for fiscal 2007 was $94.3 million compared to $7.5 million in fiscal 2006, an increase of $86.8 million. The $39.2 million fiscal 2006 goodwill impairment change and the change in other (income) expense accounted for $40.8 million of the increase in EBIT. Fiscal 2007 results included other income of $3.5 million, which consisted of net gains on product line and facility sales of $5.3 million, reduced by restructuring costs in the Romaco segment of $1.8 million. Fiscal 2006 results included other income of $1.8 million, which consisted of net gains on product line and facility sales of $10.3 million, reduced by restructuring costs in the Process Solutions and Romaco segments of $8.5 million. The remaining increase in consolidated EBIT of $46.0 million resulted from the improved profitability (after the aforementioned other income and goodwill impairment) within each of our operating segments, and lower corporate costs.

The Fluid Management segment EBIT for fiscal 2007 was $77.0 million, compared to $56.5 million in fiscal 2006. The increase of $20.5 million resulted from the sales increase of $47.1 million.

The Process Solutions segment EBIT was $31.9 million for fiscal 2007, compared to $8.9 million for fiscal 2006, an increase of $23.0 million. Process Solutions had a gain on the sale of a facility of $5.0 million in fiscal 2007. In fiscal 2006 Process Solutions had net other expense of $2.4 million, consisting of restructuring costs of $4.2 million, offset by a gain on the sale of a facility of $1.8 million. After the previously mentioned change in other expense, EBIT increased by $25.4 million. Approximately $10.5 million of the increase is attributable to higher sales and the remainder due to cost savings from recent restructuring activities.

The Romaco segment EBIT was $2.6 million for fiscal 2007, an increase of $40.8 million compared to fiscal 2006. The change in goodwill impairment charge and other (income) expense accounted for $33.5 million of the increase in EBIT. In fiscal 2007, other expense was $1.6 million and consisted of restructuring costs of $1.8 million reduced by net gains on product line and facility sales of $0.2 million, compared with a combined goodwill impairment charge and net other expense (including a gain on the sale of product lines and restructuring costs) of $35.0 million in the prior year period. The remaining $7.3 million increase in EBIT was attributable to higher sales, which contributed $1.7 million in EBIT improvement, and cost savings from restructuring activities.

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Interest expense

Interest expense was $5.2 million in fiscal 2007 and $12.9 million in fiscal 2006. The reduction in interest expense resulted from lower average debt levels in fiscal 2007 compared to fiscal 2006. The lower debt levels were attributable to cash generated from operations, asset/product line sales and the conversion of $38.9 million of our convertible notes into common stock late in the fiscal year 2006.

Income taxes

Our effective tax rate for fiscal 2007 was 41.4%. The effective tax rate is higher than the statutory rate primarily due to certain foreign losses for which no benefit is realized, revaluation of deferred tax assets and liabilities to current rates and increased provisions for tax contingencies. In 2006 we had $12.6 million of income tax expense in spite of a $5.4 million pretax loss because of two significant transactions with minimal tax impact; the goodwill impairment charge of $39.2 million and the gain on the sale of Hapa and Laetus of $8.1 million. After considering the impact of these transactions, our effective tax rate in fiscal 2006 was 46.0%. The fiscal 2007 effective rate was lower than the fiscal 2006 adjusted effective rate of 46.0% because of profitability in jurisdictions, such as Germany and Italy, where we previously had losses.

Net Income

Our net income in fiscal 2007 was $50.7 million compared with a net loss in fiscal 2006 of $19.6 million. The increase in net income is a result of improved operating performance, lower goodwill impairment and other expenses, lower interest expense and a lower normalized tax rate, as discussed above.

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Fiscal Year Ended August 31, 2006 Compared with Fiscal Year Ended August 31, 2005

Net Sales

Sales for fiscal 2006 were $625.4 million compared to $604.8 million in fiscal 2005, an increase of $20.6 million or 3.4%. The impact of exchange rates was minimal for the year. We disposed of several product lines impacting the comparability of our sales. As of August 31, 2005 the Edlon lined-pipe and fitting product line of the Process Solutions segment was sold and as of March 31, 2006 the Hapa and Laetus product lines of the Romaco segment were sold. These dispositions reduced sales $29.2 million in fiscal 2006 as compared to fiscal 2005. Continuing business sales increased $49.8 million or 8.7%.

The Fluid Management segment had sales of $245.2 million in fiscal 2006 compared to $198.7 million in fiscal 2005, an increase of $46.5 million, or 23.4%. The increase was driven primarily by strong demand for drilling and production equipment, resulting from high oil and natural gas prices. The segment also enjoyed increases in sales for general industrial and chemical processing applications as a result of healthy end market conditions.

The Process Solutions segment had sales of $231.0 million in fiscal 2006 compared to $238.7 million in fiscal 2005. Continuing business sales increased $2.3 million, or 1.0%. Chemical processing and pharmaceutical market conditions remained flat for much of the year; however, the Company experienced a significant increase in orders during the second half of the year.

The Romaco segment had sales of $149.2 million in fiscal 2006 compared to $167.4 million in fiscal 2005. Continuing business sales increased $1.0 million, or 0.8%. Sales in this segment have stabilized at or near historically low levels. Consolidation within the pharmaceutical industry as well as the introduction of fewer new drug compounds led to a decline in the investment in new packaging capacity in this sector, which negatively impacted our sales.

Earnings Before Interest and Income Taxes (EBIT)

Consolidated EBIT for fiscal 2006 was $7.5 million compared to $21.5 million in fiscal 2005, a decline of $14.0 million. The decline in EBIT was primarily due to the goodwill impairment charge of $39.2 million, EBIT associated with disposed product lines during the year estimated at approximately $2.5 million and higher costs related to variable pay, Sarbanes Oxley compliance and the expensing of stock options under SFAS 123(R). Offsetting these EBIT declines were lower other costs related to restructuring and facility dispositions of $10.7 million, the estimated incremental profit from the sales increase of continuing businesses estimated at approximately $17.0 million and estimated cost savings from restructuring activities of approximately $5.0 million.

The Fluid Management segment EBIT for fiscal 2006 was $56.5 million compared to $39.7 million in fiscal 2005. The increase of $16.8 million resulted from the sales increase of $46.5 million.

The Process Solutions segment EBIT was $8.9 million for fiscal 2006 compared to $4.7 million for fiscal 2005, an increase of $4.2 million. Other costs related to restructuring and facility dispositions, discussed above, were $3.0 million lower in fiscal 2006. The remaining improvement in profitability was primarily due to estimated cost savings realized from our restructuring programs and the impact of product mix.

The Romaco segment EBIT was negative $38.2 million for fiscal 2006 compared to negative $7.9 million in fiscal 2005, a decrease of $30.3 million. The decline in EBIT was primarily due to the goodwill impairment charge of $39.2 million in fiscal 2006 and the EBIT associated with disposed product lines during the year estimated at approximately $2.5 million. Offsetting these EBIT declines were lower other costs related to restructuring and facility dispositions in fiscal 2006 of $7.7 million. The remaining improvement is primarily from estimated cost savings from restructuring programs.

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Interest expense

Interest expense was $12.9 million in fiscal 2006 and $14.4 million in fiscal 2005. Cash generated from operations, asset/product line sales and the conversion of $38.9 million of our convertible notes into common stock late in the fiscal year all contributed to lower debt levels in fiscal 2006.

Income taxes

We had $12.6 million of income tax expense in spite of a $5.4 million pretax loss because of two significant transactions with minimal tax impact, the goodwill impairment charge of $39.2 million and the gain on the sale of Hapa and Laetus of $8.1 million. After considering the impact of these transactions, our effective tax rate in fiscal 2006 was 46.0% compared with 83.2% in fiscal 2005. These high effective tax rates were the result of our inability to record tax benefits on losses incurred in certain non-U.S. tax jurisdictions, primarily Germany and Italy, due to uncertainty over our ability to generate sufficient future taxable income in these jurisdictions to utilize these benefits. The fiscal 2006 adjusted rate of 46.0% is lower than the fiscal 2005 rate because of lower losses in Germany and Italy in fiscal 2006.

Net loss

Our net loss in fiscal 2006 was $19.6 million compared with a net loss in fiscal 2005 of $0.3 million. The overall reduction in net income is a result of the fiscal 2006 goodwill impairment and the change in other expenses of $28.5 million, as discussed above, and higher tax expense.

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Liquidity and Capital Resources

Operating Activities

In fiscal 2007, our cash flow from operating activities was $65.1 million compared with $40.6 million in fiscal 2006, an increase of $24.5 million. This increase resulted primarily from higher net income, adjusted for the noncash goodwill impairment in the prior fiscal year of $39.2 million, reduced by cash used in other operating activities.

We expect our fiscal 2008 operating cash flow to be adequate to fund fiscal year 2008 operating needs, shareholder dividend requirements and planned capital expenditures. Our planned capital expenditures are related to additional production capacity, new products and services, productivity programs, information systems and replacement items. We have $70 million of Senior Notes that are due on May 1, 2008. Our cash and our revolving credit agreement are sufficient to retire these notes upon maturity.

Investing Activities

Our capital expenditures were $16.5 million in fiscal 2007, an increase from $13.7 million in fiscal 2006. 2007 capital expenditures primarily increased our capacity and supported new product development activities in our Fluid Management segment and replaced equipment at our other business units.

In fiscal 2007 we sold two product lines and two facilities and generated cash of $13.7 million. During 2006, we sold two product lines and two facilities to generate $27.8 million of cash.

Financing Activities

Proceeds from the sale of common stock were $11.3 million in fiscal 2007 and $5.7 million in fiscal 2006 and related mostly to the exercise of stock options by current and former employees. Dividends paid during fiscal 2007 were $4.3 million compared to $3.3 million in fiscal 2006. The quarterly dividend rate per common share was increased in January 2007 from $0.055 to $0.065.

Credit Agreement

Our Bank Credit Agreement (“Agreement”) provides that we may borrow on a revolving credit basis up to a maximum of $150 million and includes a $100 million expansion feature. All outstanding amounts under the Agreement are due and payable on December 19, 2011. Interest is variable based upon formulas tied to LIBOR or an alternative base rate defined in the Agreement, at our option, and is payable at least quarterly. Indebtedness under the Agreement is unsecured except for the pledge of the stock of our U.S. subsidiaries and two-thirds of the stock of certain non-U.S. subsidiaries. At August 31, 2007 we had no borrowings under the Agreement. We have $34.8 million of standby letters of credit outstanding at August 31, 2007. These standby letters of credit are primarily used as security for advance payments received from customers. Under the Agreement we have $115.2 million of unused borrowing capacity.

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Critical Accounting Policies and Estimates

This “Management’s Discussion and Analysis” is based on our Consolidated Financial Statements and the related notes. The more critical accounting policies used in the preparation of our Consolidated Financial Statements are discussed below.

Revenue Recognition

We recognize revenue at the time of title passage to our customer. In instances where we have equipment installation obligations, the revenue related to the installation service is deferred until installation is complete. We recognize revenue for certain longer-term contracts based on the percentage of completion method. The percentage of completion method requires estimates of total expected contract revenue and costs. We follow this method since we can make reasonably dependable estimates of the revenue and cost applicable to various stages of the contract. Revisions in profit estimates are reflected in the period in which the facts that gave rise to the revision become known.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and the related notes. Significant estimates made by us include the allowance for doubtful accounts, inventory valuation, deferred tax asset valuation allowance, warranty, litigation, product liability and environmental accruals, goodwill valuation and retirement benefit obligations.

Our estimate for uncollectible accounts receivable is based upon an analysis of our prior collection experience, specific customer creditworthiness and current economic trends within the industries we serve. In circumstances where we are aware of a specific customer’s inability to meet its financial obligation to us (e.g., bankruptcy filings or substantial downgrading of credit ratings), we record a specific reserve to reduce the receivable to the amount we reasonably believe will be collected. For all other customers, we recognize reserves for bad debts based on the length of time that the receivables are past due.

Inventory valuation reserves are determined based on our assessment of the market conditions for our products and the on hand quantities of inventory in relation to historical usage. The inventory to which this reserve relates is still on hand and will be sold or disposed of in the future. The expected selling price of this inventory approximates its net book value, therefore there is no significant impact on gross margin when it is sold.

We have recorded valuation allowances to reflect the estimated amount of deferred tax assets that may not be realized based upon our analysis of estimated future taxable income and establishment of tax strategies. Future taxable income, reversals of temporary differences, available carryback periods, the results of tax strategies and changes in tax laws could impact these estimates.

Warranty obligations are contingent upon product failure rates, material required for the repairs and service and delivery costs. We estimate the warranty accrual based on specific product failures that are known to us plus an additional amount based on the historical relationship of warranty claims to sales. We record litigation, product liability and environmental reserves based upon a case-by-case analysis of the facts, circumstances and estimated costs.

These estimates form the basis for making judgments about the carrying value of our assets and liabilities and are based on the best available information at the time we prepare our consolidated financial statements. These estimates are subject to change as conditions within and beyond our control change, including but not limited to economic conditions, the availability of additional information and actual experience rates different from those used in our estimates. Accordingly, actual results may differ from these estimates.

Goodwill

Goodwill is tested on an annual basis, or more frequently as impairment indicators arise. Impairment tests, which involve the use of estimates related to the fair market values of the business operations with which goodwill is associated, were performed at year-end for fiscal 2007(our annual impairment test date) using a discounted cash flow methodology (“income approach”). The process of evaluating the potential impairment of goodwill is subjective and requires significant judgment at many points during the analysis. In estimating the fair value of the businesses for the purposes of our annual or periodic analyses, we make estimates and judgments about the

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future cash flows of these businesses. Although our cash flow forecasts are based on assumptions that are consistent with the plans and estimates we are using to manage the underlying businesses, there is significant judgment in determining the cash flows attributable to these businesses over their estimated remaining useful lives. Losses, if any, resulting from impairment tests are reflected in operating income in our Consolidated Statement of Operations.

Foreign Currency Accounting

Gains and losses resulting from the settlement of a transaction in a currency different from that used to record the transaction are charged or credited to net income or loss when incurred. Adjustments resulting from the translation of non-U.S. financial statements into U.S. dollars are recognized in accumulated other comprehensive income or loss for all non-U.S. units.

We use permanently invested intercompany loans as a source of capital to reduce the exposure to foreign currency fluctuations in our foreign subsidiaries. These loans are treated as analogous to equity for accounting purposes. Therefore, we record foreign exchange gains or losses on these intercompany loans in accumulated other comprehensive income or loss.

Pensions

We maintain defined benefit and defined contribution pension plans that provide retirement benefits to substantially all U.S. employees and certain non-U.S. employees. Pension expense for fiscal 2007 and beyond is dependent on a number of factors including returns on plan assets and changes in the plan’s discount rate and therefore cannot be predicted with certainty at this time. The following paragraphs discuss the significant factors that affect the amount of recorded pension expense.

A significant factor in determining the amount of expense recorded for a funded pension plan is the expected long-term rate of return on plan assets. We develop the long-term rate of return assumption based on the current mix of equity and debt securities included in the plan’s assets and on the historical returns on those types of investments, judgmentally adjusted to reflect current expectations of future returns. At August 31, 2007 the weighted average expected rate of return on plan assets was 7.70%.

In addition to the expected rate of return on plan assets, recorded pension expense includes the effects of service cost – the actuarial cost of benefits earned during a period – and interest on the plan’s liabilities to participants. These amounts are determined actuarially based on current discount rates and assumptions regarding matters such as future salary increases and mortality. Differences in actual experience in relation to these assumptions are generally not recognized immediately but rather are deferred together with asset-related gains or losses. When cumulative asset-related and liability-related gains or losses exceed the greater of 10% of total liabilities or the calculated value of plan assets, the excess is amortized and included in pension income or expense. At August 31, 2007, the weighted average discount rate used to value the plan liabilities was 5.9%. We determine our discount rate based on an actuarial yield curve applied to the payments we expect to make out of our retirement plans.

Additional changes in the key assumptions discussed above would affect the amount of pension expense currently expected to be recorded for years subsequent to 2007. Specifically, a one-half percent decrease in the rate of return on assets assumption would have the effect of increasing pension expense by approximately $0.5 million. A comparable increase in this assumption would have the opposite effect. In addition, a one-half percent increase or decrease in the discount rate would decrease or increase expense by approximately $0.5 million.

New Accounting Pronouncement

In September 2006 the Financial Accounting Standards Board (FASB) issued FASB Statement No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans – an amendment of FASB Statements No. 87, 88, 106 and 132(R)” (SFAS No. 158). SFAS No. 158 requires employers to recognize the overfunded or underfunded status of defined benefit postretirement plans as an asset or liability in its Balance Sheet, and to recognize changes in that funded status in the year in which the changes occur through comprehensive income.

In July 2006 the Financial Accounting Standards Board issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes – An Interpretation of FASB Statement 109” (FIN 48). FIN 48 prescribes a comprehensive model for how a company should recognize, measure, present and disclose in its financial

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statements uncertain tax positions that the Company has taken or expects to take on a tax return. FIN 48 is effective as of the beginning of fiscal years that start after December 15, 2006 (September 1, 2007 for the Company). Management is currently evaluating the requirements or FIN 48 and has not yet determined the impact on its Consolidated Financial Statements.

In September 2006, the FASB issued FASB Statement No. 157, “Fair Value Measurements” (SFAS No. 157). SFAS No. 157 provides a common definition of fair value and establishes a framework to make the measurement of fair value in generally accepted accounting principles more consistent and comparable. SFAS No. 157 also requires expanded disclosures to provide information about the extent to which fair value is used to measure assets and liabilities, the methods and assumptions used to measure fair value, and the effect of fair value measures on earnings. SFAS No. 157 is effective for the Company’s 2009 fiscal year, although early adoption is permitted. We are currently assessing the potential impact of SFAS No. 157 on our consolidated financial statements.

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities—Including an Amendment of FASB Statement No. 115 (SFAS 159)”. This standard permits an entity to choose to measure many financial instruments and certain other items at fair value. The fair value option permits a company to choose to measure eligible items at fair value at specified election dates. A company will report unrealized gains and losses on items for which the fair value option has been elected in earnings after adoption. SFAS No. 159 will be effective for us beginning in fiscal 2009. We are currently evaluating the impact SFAS No. 159 could have on our consolidated financial statements.

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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We maintain operations in the U.S. and foreign countries. We have market risk exposure to foreign exchange rates in the normal course of our business operations. Our significant non-U.S. operations have their local currencies as their functional currency and primarily buy and sell using that same currency. We manage our exposure to net assets and cash flows in currencies other than U.S. dollars by minimizing our non-U.S. dollar net asset positions. We also enter into hedging transactions, primarily currency swaps, under established policies and guidelines that enable us to mitigate the potential adverse impact of foreign exchange rate risk. We do not engage in trading or other speculative activities with these transactions as established policies require that these hedging transactions relate to specific currency exposures.

Our main foreign exchange rate exposures relate to assets, liabilities and cash flows denominated in British pounds, euros, Swiss francs and Canadian dollars and the general economic exposure that fluctuations in these currencies could have on the U.S. dollar value of future non-U.S. cash flows. To illustrate the potential impact of changes in foreign currency exchange rates on us for fiscal 2007, the net unhedged exposures in each currency were remeasured assuming a 10% decrease in foreign exchange rates compared with the U.S. dollar. Using this method, our EBIT for fiscal 2007 would have decreased by $5.0 million and our cash flow from operations for fiscal 2007 would have decreased by $1.4 million. This calculation assumed that each exchange rate would change in the same direction relative to the U.S. dollar. In addition to the direct effects of changes in exchange rates, these changes may also affect the volume of sales or the foreign currency sales prices as competitors’ products become more or less attractive. Our sensitivity analysis of the effects of changes in foreign currency exchange rates does not include any effects of potential changes in sales levels or local currency prices.

We also have market risk exposure to interest rates. At August 31, 2007, we had $103.1 million in interest-bearing debt obligations subject to market risk exposure due to changes in interest rates. To manage our exposure to changes in interest rates, we attempt to maintain a balance between fixed and variable rate debt. We expect this balance in the debt profile to moderate our financing cost over time. We are limited in our ability to refinance our fixed rate debt. However, we have the ability to change the characteristics of our fixed rate debt to variable rate debt through interest rate swaps to achieve our objective of balance. We have an interest rate swap agreement that effectively modifies a portion of our fixed rate debt to floating rate debt. This agreement involves the receipt of fixed rate amounts in exchange for floating rate interest payments over the life of the agreement without an exchange of underlying principal amounts. The mark-to-market values of both the fair value hedging instrument and the underlying debt obligation were equal and recorded as offsetting gains and losses in current period earnings. The fair value hedge qualifies for treatment under the short-cut method of measuring effectiveness. As a result, there was no impact on earnings due to hedge ineffectiveness. The interest rate swap agreement totals $30.0 million, expires in 2008 and allows us to receive an effective interest rate of 6.76% and pay an interest rate based on LIBOR.

At August 31, 2007, $70.0 million of our outstanding debt had a weighted average fixed interest rate of 6.8% and $33.1 million had a weighted average variable interest rate of 6.5%. The estimated fair value of our debt at August 31, 2007 was approximately $105.2 million. The following table presents the aggregate maturities and related weighted average interest rates of our debt obligations at August 31, 2007 by maturity dates:

22

	U.S. Dollar					U.S. Dollar					Non-U.S. Dollar
	Fixed Rate					Variable Rate					Variable Rate
Maturity Date	Amount		Rate			Amount		Rate			Amount		Rate
2008	$	40,000		6.76	%	$	30,000		6.50	%	$	2,522		8.75	%
2009		0		0.00			0		0.00			553		5.00
2010		30,000		6.84			0		0.00			0		0.00
2011		0		0.00			0		0.00			0		0.00
2012		0		0.00			0		0.00			0		0.00
Thereafter		0		0.00			0		0.00			0		0.00
Total	$	70,000		6.79	%	$	30,000		6.50	%	$	3,075		8.30	%
Fair value	$	71,500				$	30,600				$	3,075

Following is information regarding our long-term contractual obligations and other commitments outstanding as of August 31, 2007:

	Payments Due by Period
					Two to
Long-term contractual			One year		three		Four to		After five
obligations	Total		or less		years		five years		years
			(In thousands)
Debt obligations	$	103,075	$	72,522	$	30,553	$	0	$	0
Capital lease obligations		0		0		0		0		0
Operating leases (1)		9,544		3,000		4,382		1,912		250
Unconditional purchase obligations		0		0		0		0		0
Total contractual cash obligations	$	112,619	$	75,522	$	34,935	$	1,912	$	250

(1) Operating leases consist primarily of building and equipment leases.

The only other commercial commitments outstanding were standby letters of credit of $34,783,000. Of this outstanding amount $33,315,000 is due within a year, $578,000 within two to three years and $890,000 due within four to five years.

23

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders of
Robbins & Myers, Inc. and Subsidiaries

We have audited Robbins & Myers, Inc. and Subsidiaries internal control over financial reporting as of August 31, 2007 based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). Robbins & Myers, Inc. and Subsidiaries’ management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, Robbins & Myers, Inc. and Subsidiaries maintained, in all material respects, effective internal control over financial reporting as of August 31, 2007, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Robbins & Myers, Inc. and Subsidiaries as of August 31, 2007 and 2006, and the related consolidated statements of operations, shareholders’ equity, and cash flows for each of the three years in the period ended August 31, 2007, and our report dated November 9, 2007 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP
Dayton, Ohio
November 9, 2007

24

Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders
Robbins & Myers, Inc. and Subsidiaries

We have audited the accompanying consolidated balance sheets of Robbins & Myers, Inc. and Subsidiaries as of August 31, 2007 and 2006, and the related consolidated statements of operations, shareholders’ equity, and cash flows for each of the three years in the period ended August 31, 2007.  These financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Robbins & Myers, Inc. and Subsidiaries at August 31, 2007 and 2006, and the consolidated results of their operations and their cash flows for each of the three years in the period ended August 31, 2007, in conformity with U.S. generally accepted accounting principles.

As described in Note 1 to the Consolidated Financial Statements, in 2007, the Company adopted the provisions of Statement of Financial Accounting Standards No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans – an amendment of FASB Statements No. 87, 88, 106, and 132(R)”.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness Robbins & Myers, Inc. and Subsidiaries’ internal control over financial reporting as of August 31, 2007, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated November 9, 2007 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP
Dayton, Ohio
November 9, 2007

25

CONSOLIDATED BALANCE SHEET
Robbins & Myers, Inc. and Subsidiaries
(In thousands, except share data)

	August 31,
	2007			2006
ASSETS
Current Assets:
Cash and cash equivalents	$	116,110		$	48,365
Accounts receivable		152,779			124,569
Inventories		99,196			94,990
Other current assets		7,410			6,260
Deferred taxes		11,178			11,318
Total Current Assets		386,673			285,502
Goodwill		271,150			262,327
Other Intangible Assets		7,272			11,507
Deferred Taxes		9,583			11,300
Other Assets		12,196			14,381
Property, Plant and Equipment		129,269			127,030
	$	816,143		$	712,047
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	78,890		$	62,749
Accrued expenses		103,732			102,327
Deferred taxes		1,662			2,263
Current portion of long-term debt		72,522			744
Total Current Liabilities		256,806			168,083
Long-Term Debt, Less Current Portion		30,553			104,787
Deferred Taxes		24,818			12,738
Other Long-Term Liabilities		79,019			75,324
Minority Interest		12,429			11,693
Shareholders’ Equity:
Common stock-without par value:
Authorized shares-40,000,000
Issued shares-17,137,755 in 2007 (16,708,286 in 2006)		172,319			157,528
Treasury shares-14,806 in 2007 (308 in 2006)		(683	)		(10	)
Retained earnings		217,548			171,096
Accumulated other comprehensive income:
Foreign currency translation		40,024			25,874
Pension liability		(16,690	)		(15,066	)
Total		23,334			10,808
		412,518			339,422
	$	816,143		$	712,047

See Notes to Consolidated Financial Statements

26

CONSOLIDATED SHAREHOLDERS’ EQUITY STATEMENT
Robbins & Myers Inc. and Subsidiaries
(In thousands, except share and per share data)

							Unearned						Accumulated
							Compensation						Other
							on Restricted						Comprehensive
	Common			Treasury			Stock			Retained			Income
	Shares			Shares			Grants			Earnings			(Loss)			Total
Balance at September 1, 2004	$	106,985		$	(10	)	$	0		$	197,443		$	1,607		$	306,025
Net loss											(262	)					(262	)
Change in foreign currency translation														675			675
Change in minimum pension liability														(4,743	)		(4,743	)
Comprehensive loss																	(4,330	)
Restricted stock grants, 20,922 shares		452						(452	)								0
Amortization of restricted stock grants								310									310
Cash dividend declared, $0.22 per share											(3,213	)					(3,213	)
Stock options exercised, 73,000 shares		1,440															1,440
Proceeds from share sales, 47,705 shares		1,052															1,052
Performance stock award expense		250															250
Tax benefit of stock options exercised		112															112
Balance at August 31, 2005		110,291			(10	)		(142	)		193,968			(2,461	)		301,646
Net loss											(19,587	)					(19,587	)
Change in foreign currency translation														8,050			8,050
Change in minimum pension liability														5,219			5,219
Comprehensive loss																	(6,318	)
Adoption of SFAS No. 123-R		(142	)					142
Restricted stock grants, 58,576 shares
Amortization of restricted stock grants		485															485
Cash dividend declared, $0.22 per share											(3,285	)					(3,285	)
Stock options exercised, 207,069 shares		4,658															4,658
Proceeds from share sales, 44,630 shares		1,009															1,009
Stock option expense		837															837
Performance stock award expense		445															445
Conversion of bonds to stock, 1,729,524 shares		38,914															38,914
Convertible bonds interest adjustment, net of tax of $508		828															828
Tax benefit of stock options exercised		203															203
Balance at August 31, 2006		157,528			(10	)		0			171,096			10,808			339,422
Net income											50,705						50,705
Change in foreign currency translation														14,160			14,160
Change in minimum pension liability (SFAS No.87), net of tax														8,621			8,621
Comprehensive income																	73,486
Adjustment related to adoption of SFAS No. 158, net of tax														(10,255	)		(10,255	)
Restricted stock grants-net, 60,704 shares
Amortization of restricted stock grants		1,247															1,247
Cash dividend declared, $0.25 per share											(4,253	)					(4,253	)
Stock options exercised, 343,668 shares		9,066															9,066
Proceeds from share sales, 25,097 shares		825															825
Treasury stock purchases, 14,498 shares					(673	)											(673	)
Stock option expense		598															598
Performance stock award expense		924															924
Tax benefit of stock options exercised		2,131															2,131
Balance at August 31, 2007	$	172,319		$	(683	)	$	0		$	217,548		$	23,334		$	412,518

See Notes to Consolidated Financial Statements

27

CONSOLIDATED STATEMENT OF OPERATIONS
Robbins & Myers, Inc. and Subsidiaries
(In thousands, except per share data)

	Years ended August 31,
	2007			2006			2005
Sales	$	695,393		$	625,389		$	604,773
Cost of sales		453,052			410,473			408,808
Gross profit		242,341			214,916			195,965
Selling, general and administrative expenses		151,520			170,020			165,628
Goodwill impairment charge		0			39,174			0
Other (income) expense		(3,461	)		(1,786	)		8,886
Income before interest and income taxes		94,282			7,508			21,451
Interest expense		5,243			12,946			14,433
Income (loss) before income taxes and minority interest		89,039			(5,438	)		7,018
Income tax expense		36,866			12,589			5,840
Minority interest		1,468			1,560			1,440
Net income (loss)	$	50,705		$	(19,587	)	$	(262	)
Net income (loss) per share
Basic	$	2.98		$	(1.31	)	$	(0.02	)
Diluted	$	2.96		$	(1.31	)	$	(0.02	)

See Notes to Consolidated Financial Statements

28

CONSOLIDATED CASH FLOW STATEMENT
Robbins & Myers, Inc. and Subsidiaries
(In thousands)

	Years Ended August 31,
	2007			2006			2005
OPERATING ACTIVITIES
Net income (loss)	$	50,705		$	(19,587	)	$	(262	)
Adjustments to reconcile net income (loss) to net cash and cash equivalents provided by operating activities:
Depreciation		14,993			16,235			17,874
Amortization		1,631			2,343			2,519
Deferred taxes		18,997			(2,887	)		1,234
Stock compensation		2,769			1,767			702
Goodwill impairment charge		0			39,174			0
Net (gain) loss on sale of business/facilities		(5,279	)		(7,955	)		2,053
Changes in operating assets and liabilities :
Accounts receivable		(28,315	)		6,125			3,380
Inventories		(2,796	)		2,905			1,819
Other assets		1,059			1,933			(3,948	)
Accounts payable		16,500			(5,468	)		4,978
Accrued expenses and other liabilities		(5,151	)		5,996			(4,009	)
Net cash and cash equivalents provided by operating activities		65,113			40,581			26,340
INVESTING ACTIVITIES
Capital expenditures		(16,536	)		(13,660	)		(20,263	)
Proceeds from sale of business/facilities		13,712			27,833			15,798
Net cash and cash equivalents (used) provided by investing activities		(2,824	)		14,173			(4,465	)
FINANCING ACTIVITIES
Proceeds from debt borrowings		30,904			35,747			104,876
Payments of long-term debt		(33,360	)		(66,953	)		(111,840	)
Proceeds from issuance of common stock, including stock option tax benefits		11,348			5,667			2,492
Dividend paid		(4,253	)		(3,285	)		(3,213	)
Other		(432	)		(528	)		(262	)
Net cash and cash equivalents provided (used) by financing activities		4,207			(29,352	)		(7,947	)
Effect of exchange rate changes on cash		1,249			(80	)		475
Increase in cash and cash equivalents		67,745			25,322			14,403
Cash and cash equivalents at beginning of year		48,365			23,043			8,640
Cash and cash equivalents at end of year	$	116,110		$	48,365		$	23,043

See Notes to Consolidated Financial Statements

29

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Robbins & Myers, Inc. and Subsidiaries

NOTE 1 — SUMMARY OF ACCOUNTING POLICIES

Consolidation

The consolidated financial statements include the accounts of Robbins & Myers, Inc. (“we,” “us,” “our”) and all of its subsidiaries in which a controlling interest is maintained. Controlling interest is determined by majority ownership interest and the absence of substantive third-party participation rights. For these consolidated subsidiaries where our ownership is less than 100%, the other shareholders’ interests are shown as Minority Interest. All significant intercompany accounts and transactions have been eliminated upon consolidation. We produce and sell original equipment and aftermarket parts for a variety of markets including energy, industrial, chemical and pharmaceutical.

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires us to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.

Accounts Receivable

Accounts receivable relate primarily to customers located in North America and Western Europe and are concentrated in the pharmaceutical, specialty chemical and oil and gas markets. To reduce credit risk, we perform credit investigations prior to accepting an order and, when necessary, require letters of credit to ensure payment.

Our estimate for uncollectible accounts receivable is based upon an analysis of our prior collection experience, specific customer creditworthiness and current economic trends within the industries we serve. In circumstances where we are aware of a specific customer’s inability to meet its financial obligation to us (e.g., bankruptcy filings or substantial downgrading of credit ratings), we record a specific reserve to reduce the receivable to the amount we reasonably believe will be collected. For all other customers, we recognize reserves for bad debts based on the length of time that the receivables are past due.

Inventories

Inventories are stated at the lower of cost or market determined by the last-in, first-out (“LIFO”) method in the U.S. and the first-in, first-out (“FIFO”) method outside the U.S. Inventory valuation reserves are determined based on our assessment of the market conditions for our products and the on hand quantities of inventory in relation to historical usage.

Goodwill and Other Intangible Assets

Goodwill is the excess of the purchase price paid over the value of net assets of businesses acquired. Goodwill is not amortized, but is tested for impairment on an annual basis, or more frequently as impairment indicators arise, using a fair market value approach, at the reporting unit level. We recognize an impairment charge for any amount by which the carrying amount of goodwill exceeds its fair value. Impairment tests are performed each year based on August 31 financial information. Losses, if any, resulting from impairment tests are reflected in operating income in our Consolidated Statement of Operations.

Amortization of other intangible assets is calculated on the straight-line basis using the following lives:

Patents and trademarks	14 to 17 years
Non-compete agreements	3 to 5 years
Financing costs	3 to 5 years

Property, Plant and Equipment

Property, plant and equipment are stated at cost. Depreciation expense is recorded over the estimated useful life of the asset on the straight-line method using the following lives:

Buildings	45 years
Machinery and equipment	3 to 15 years

30

Our normal policy is to expense repairs and improvements made to capital assets as incurred. In limited circumstances, betterments are capitalized and amortized over the estimated life of the new asset and any remaining value of the old asset is written off. Repairs to machinery and equipment must result in an addition to the useful life of the asset before the costs are capitalized.

Foreign Currency Accounting

Gains and losses resulting from the settlement of a transaction in a currency different from that used to record the transaction are charged or credited to net income or loss when incurred. Adjustments resulting from the translation of non-U.S. financial statements into U.S. dollars are recognized in accumulated other comprehensive income or loss in the consolidated balance sheet.

Product Warranties

Warranty obligations are contingent upon product failure rates, material required for the repairs and service delivery costs. We estimate the warranty accrual based on specific product failures that are known to us plus an additional amount based on the historical relationship of warranty claims to sales.

Changes in our product warranty liability during the year are as follows:

	2007			2006
	(In thousands)
Balance at beginning of the fiscal year	$	7,605		$	9,176
Warranty expense		2,188			3,134
Deductions		(1,780	)		(3,734	)
Impact of business dispositions		(91	)		(971	)
Balance at end of the fiscal year	$	7,922		$	7,605

Consolidated Statement of Operations

Research and development costs are expensed as incurred. Research and development costs in fiscal 2007, 2006 and 2005 were $6,352,000, $7,799,000 and $8,667,000, respectively. We have also incurred significant engineering costs in conjunction with fulfilling customer orders and executing customer projects. Shipping and handling costs are included in cost of sales. Advertising costs are expensed as incurred.

Revenue Recognition

We recognize revenue at the time of title passage to our customer. In instances where we have equipment installation obligations, the revenue related to the installation service is deferred until installation is complete. We recognize revenue for certain longer-term contracts based on the percentage of completion method. The percentage of completion method requires estimates of total expected contract revenue and costs. We follow this method since we can make reasonably dependable estimates of the revenue and cost applicable to various stages of the contract. Revisions in profit estimates are reflected in the period in which the facts that gave rise to the revision become known.

Income Taxes

Income taxes are provided for all items included in the Consolidated Statement of Operations regardless of the period when such items are reported for income tax purposes. Deferred income taxes reflect the net effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. We have recorded valuation allowances to reflect the estimated amount of deferred tax assets that may not be realized based upon our analysis of estimated future taxable income and establishment of tax strategies. Future taxable income, reversals of temporary differences, available carryback periods, the results of tax strategies and changes in tax laws could impact these estimates.

Our policy is to provide U.S. income taxes on non-U.S. income when remitted to the U.S. We have not provided deferred taxes on the undistributed earnings of international subsidiaries because the earnings are deemed permanently reinvested. It is anticipated that the Company will continue to annually remit a portion of prospective earnings of certain international subsidiaries in the form of taxable dividends. The U.S. tax consequences of those dividends will be recorded when such dividends are paid. Since the Company intends to remit earnings from certain of its international subsidiaries only on a prospective basis, the Accounting Principles Board Opinion No. 23, Accounting for Income Taxes, exception will continue to apply to the international subsidiaries accumulated earnings and profits, which aggregated $106,564,000 and $84,209,000 at August 31, 2007 and 2006, respectively.

31

Consolidated Cash Flow Statement

Cash and cash equivalents consist of cash balances and temporary investments having an original maturity of 90 days or less.

Fair Value of Financial Instruments

The following methods and assumptions were used by us in estimating the fair value of financial instruments:

Cash and cash equivalents — The amounts reported approximate market value.

Long-term debt — The market value of our debt is $105,175,000 at August 31, 2007 and $109,031,000 at August 31, 2006. These amounts are based on the terms, interest rates and maturities currently available to us for similar debt instruments.

Foreign exchange contracts — The amounts reported are estimated using quoted market prices for similar instruments.

Common Stock Plans

We sponsor a long-term incentive stock plan to provide for the granting of stock-based compensation to directors, officers and other key employees. The stock option price per share cannot be less than the fair market value per share as of the date of grant. For officers and other key employees, outstanding grants become exercisable over a three-year period, while options for non-employee directors are immediately exercisable. Prior to September 1, 2005, we accounted for stock-based compensation under the recognition and measurement provisions of Accounting Principles Bulletin Opinion No. 25, Accounting for Stock Issued to Employees, and related Interpretations, as permitted by Statement of Financial Accounting Standards (“SFAS”) Statement No. 123, Accounting for Stock-Based Compensation. No stock-based employee compensation cost was recognized in the Consolidated Statement of Operations for year ended August 31, 2005 and prior as all options granted under our plans had an exercise price equal to the market value of the underlying common stock on the date of grant. Effective September 1, 2005, we adopted the fair value recognition provisions of SFAS Statement No. 123(R), Share-Based Payments, using the modified-prospective-transition method. Under that transition method, compensation cost recognized in fiscal 2006 included: (a) compensation cost for all share-based payments granted prior to, but not yet vested as of September 1, 2005, based on the grant date fair value estimated in accordance with the original provisions of Statement 123, and (b) compensation cost for all share-based payments granted subsequent to September 1, 2005, based on the grant-date fair value estimated in accordance with the provisions of SFAS No. 123(R). Results for prior periods have not been restated.

As a result of adopting SFAS No. 123(R) on September 1, 2005, we recorded additional stock compensation expense of $598,000, or $371,000 after tax ($0.02 per diluted share) in fiscal 2007 and $837,000 or $519,000 after tax ($0.03 per diluted share) in fiscal 2006.

The fair value of each stock option grant in fiscal years 2007 and 2006 were estimated on the date of grant using a Black-Scholes-Merton option pricing model with the following weighted average assumptions:

	2007			2006
Expected volatility of common stock		25.40	%			32.70	%
Risk free interest rate		4.80				4.29
Dividend yield		0.70				0.76
Expected life of option	7.0 Yrs.				7.0 yrs.
Fair value at grant date	$	11.59			$	8.81

32

The following table illustrates the effect on net loss and net loss per share if we had applied the fair value recognition provisions of SFAS No. 123 to options granted under our stock option plans in fiscal 2005. For purposes of this pro-forma disclosure, the value of the options is estimated using a Black-Scholes-Merton option-pricing formula and amortized to expense over the options’ vesting periods.

	Year Ended
	August 31,2005
	(In thousands,
	except per share
	amounts)
Net loss, as reported	$	(262	)
Deduct: Total Stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects		1,005
Pro-forma net loss	$	(1,267	)
Loss per share:
Basic—as reported	$	(0.02	)
Basic—pro-forma	$	(0.09	)
Diluted—as reported	$	(0.02	)
Diluted—pro-forma	$	(0.09	)

Pro-forma information regarding net loss and net loss per share has been determined as if we had accounted for stock options granted subsequent to August 31, 1995 under the fair value method of SFAS Statement No. 123. The fair value for these options was estimated at the date of grant using a Black-Scholes-Merton model.

Derivatives and Hedging Activities

We account for derivative instruments in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 133, “Accounting for Derivatives and Hedging Activities,” as amended. This standard requires the recognition of all derivatives on the balance sheet at fair value and recognition of the resulting gains or losses as adjustments to earnings or other comprehensive income. We formally document all relationships between hedging instruments and hedged items, as well as our risk management objective and strategy for undertaking various hedge transactions. Our hedging activities are transacted only with a highly-rated institution, reducing the exposure to credit risk in the event of nonperformance. We use derivatives for fair value hedging purposes. For derivative instruments that hedge the exposure to changes in the fair value of certain fixed rate debt, designated as fair value hedges, the effective portion of the net gain or loss on the derivative instrument, as well as the offsetting gain or loss on the fixed rate debt attributable to the hedged risk, are recorded in current period earnings. We use swap agreements to convert a portion of fixed rate debt to a floating rate basis, thus hedging for changes in the fair value of the fixed rate debt being hedged. We have determined that this interest rate swap, designated as a fair value hedge, qualifies for treatment under the short-cut method of measuring effectiveness. Under the provisions of SFAS No. 133, this hedge is determined to be perfectly effective and there is no requirement to periodically evaluate effectiveness.

New Accounting Pronouncement

In September 2006 the Financial Accounting Standards Board (FASB) issued FASB Statement No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans – an amendment of FASB Statements No. 87, 88, 106, and 132(R)” (SFAS No. 158). SFAS No. 158 requires an employer to recognize the overfunded or underfunded status of defined benefit postretirement plans as an asset or liability in its Balance Sheet, and to recognize changes in that funded status in the year in which the changes occur through comprehensive income. See Note 8.

In July 2006 the FASB issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes – An Interpretation of FASB Statement 109” (FIN 48). FIN 48 prescribes a comprehensive model for how a company should recognize, measure, present and disclose in its financial statements uncertain tax positions that the company has taken or expects to take on a tax return. FIN 48 is effective as of the beginning of fiscal years that start after December 15, 2006 (September 1, 2007 for the Company). Management is currently evaluating the requirements of FIN48 and has not yet determined the impact on the consolidated financial statements.

In September 2006, the FASB issued FASB Statement No. 157, “Fair Value Measurements” (SFAS No. 157). SFAS No. 157 provides a common definition of fair value and establishes a framework to make the measurement of fair value in generally accepted accounting principles more consistent and comparable. SFAS No. 157 also

33

requires expanded disclosures to provide information about the extent to which fair value is used to measure assets and liabilities, the methods and assumptions used to measure fair value, and the effect of fair value measures on earnings. SFAS No. 157 is effective for the Company’s 2009 fiscal year, although early adoption is permitted. We are currently assessing the potential impact of SFAS No. 157 on our consolidated financial statements.

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities—Including an Amendment of FASB Statement No. 115 (SFAS 159)”. This standard permits an entity to choose to measure many financial instruments and certain other items at fair value. The fair value option permits a company to choose to measure eligible items at fair value at specified election dates. A company will report unrealized gains and losses on items for which the fair value option has been elected in earnings after adoption. SFAS No. 159 will be effective for us beginning in fiscal 2009. We are currently evaluating the impact SFAS No. 159 could have on our consolidated financial statements.

Reclassifications

Certain prior year amounts have been reclassified to conform with the current year presentation.

34

NOTE 2 — BALANCE SHEET INFORMATION

	2007			2006
	(In thousands)
Accounts receivable
Allowances for doubtful accounts	$	6,189		$	6,860
Inventories
FIFO:
Finished products	$	30,190		$	30,501
Work in process		39,699			34,326
Raw materials		38,932			37,549
		108,821			102,376
LIFO reserve, U.S. inventories		(9,625	)		(7,386	)
	$	99,196		$	94,990
Non-U.S. inventories at FIFO	$	69,432		$	68,372
Property, plant and equipment
Land	$	17,795		$	17,395
Buildings		93,332			93,212
Machinery and equipment		169,456			160,423
		280,583			271,030
Less accumulated depreciation		151,314			144,000
	$	129,269		$	127,030
Accrued expenses
Salaries, wages and payroll taxes	$	21,595		$	21,089
Customer advances		33,091			24,583
Pension benefits		2,714			7,894
U.S. other postretirement benefits		2,261			2,472
Warranty costs		7,922			7,605
Accrued interest		3,461			2,935
Income taxes		9,517			7,436
Commissions		4,507			2,844
Other		18,664			25,469
	$	103,732		$	102,327
Other long-term liabilities
German pension liability	$	39,513		$	38,368
U.S. other postretirement benefits		20,218			11,641
U.S. pension liability		7,699			13,539
Other		10,589			11,776
	$	78,019		$	75,324

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NOTE 3 – STATEMENT OF OPERATIONS INFORMATION

Beginning with the first quarter of fiscal 2006, we reported realigned segments. The new segment structure resulted from a significant reorganization of management, operations and reporting that occurred during the first quarter of fiscal 2006. The Fluid Management segment is comprised of the R&M Energy Systems, Moyno and Tarby product lines. The Process Solutions segment is comprised of the Pfaudler, Tycon Technoglass, Chemineer and Edlon product lines. The Romaco segment includes the FrymaKoruma, Noack, Siebler, Macofar, Promatic, Unipac, and Bosspak product lines. In certain periods the Romaco segment includes results from the Hapa, Laetus, IPM, and Zanchetta product lines, which were disposed in March 2006, March 2006, December 2006 and February 2007, respectively. As a result of the segment realignment, the goodwill recorded as of August 31, 2005 was allocated to the Company’s reporting units based on their relative fair value in accordance with Statement of Financial Accounting Standard No. 142 “Goodwill and Other Intangible Assets” (“SFAS 142”). In the first quarter of fiscal 2006, management estimated the fair value of the Romaco segment using current prices that the Company may receive in the potential disposition of all or parts of Romaco and recorded a $30,000,000 goodwill impairment charge. A formal appraisal was completed in the third quarter of fiscal 2006, resulting in an additional $9,174,000 charge.

Unless otherwise noted, the costs mentioned below in this note were included on the “other” expense line of our Consolidated Statement of Operations in the period indicated.

	2007			2006			2005
				In thousands
Process Solutions segment restructuring costs	$	0		$	2,541		$	3,684
Romaco Segment restructuring costs		1,818			4,755			4,279
(Gain) loss on disposition of product lines/facilities		(5,279	)		(7,955	)		2,053
Total restructuring and other costs		(3,461	)		(659	)		10,016
Less inventory write-down included in cost of sales		0			(1,127	)		(1,130	)
Other (income) expense	$	(3,461	)	$	(1,786	)	$	8,886

During fiscal years 2007, 2006 and 2005, we incurred costs related to a restructuring program announced in fiscal 2005. The restructuring plan was initiated to improve the profitability of our Romaco and Process Solutions segments and included plant closures, sales of excess facilities, personnel reductions, product line sales, and other activities.

We recorded restructuring costs in fiscal 2005 totaling $3,684,000 in the Process Solutions segment and $4,279,000 in the Romaco segment. The costs in fiscal 2005 included $1,130,000 to write-down inventory and $408,000 to write-off intangibles related to discontinued product lines. The inventory charge is included in cost of sales. During that year, we sold a Romaco facility and a Process Solutions facility, as well as a Process Solutions product line. Cash proceeds from these asset sales totaled $9,732,000. The net loss recognized in 2005 as a result of these asset sales was $2,053,000.

We recorded restructuring costs in fiscal 2006 totaling $2,541,000 in the Process Solutions segment and $4,755,000 in the Romaco segment. The costs in fiscal 2006 included $1,127,000 to write-down inventory related to discontinued product lines, which is included in cost of sales. During the year, we sold two Romaco product lines and a Process Solutions facility. Cash proceeds from these asset sales totaled $27,833,000. The net gain recognized in fiscal 2006 as a result of these asset sales was $7,955,000.

In fiscal 2007, we completed the restructuring activities announced in fiscal 2005. We recorded restructuring costs in fiscal 2007 totaling $1,818,000 in our Romaco segment. During the year we also sold a Romaco facility and a Process Solutions facility, as well as two Romaco product lines. Cash proceeds from these asset sales totaled $13,712,000. The net gain recognized in fiscal 2007 as a result of these asset sales was $5,279,000.

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Following is a progression of the liability for termination benefits from restructuring activities:

	2007			2006
	(In thousands)
Balance at beginning of fiscal year	$	1,755		$	1,074
Payments made		(1,497	)		(5,238	)
Costs incurred		0			5,919
Balance at end of fiscal year	$	258		$	1,755

Minimum lease payments

Future minimum payments, by year and in the aggregate, under non-cancellable operating leases with initial or remaining terms of one year or more consisted of the following at August 31, 2007:

	(In thousands)
2008	$	3,000
2009		2,549
2010		1,833
2011		1,216
2012		696
Thereafter		250
	$	9,544

Rental expense for all operating leases in 2007, 2006 and 2005 was approximately $3,800,000, $4,971,000 and $5,799,000, respectively. Operating leases consist primarily of building and equipment leases.

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NOTE 4 – PRODUCT LINE DISPOSITIONS

On March 31, 2006, we completed the sale of two of our Romaco product lines – Hapa and Laetus – for total consideration of approximately $31,000,000. We received cash proceeds of $26,900,000 with the remaining purchase price paid into an escrow account to serve as collateral for claims by the purchaser under the terms of the Asset and Share Purchase Agreement. We have not recognized any additional gain for the cash paid into escrow as of August 31, 2007. Hapa and Laetus had combined sales of approximately $42,000,000 for our fiscal year ended August 31, 2005. The sale generated a pre-tax gain of $8,144,000 ($7,017,000 after-tax gain, or $0.47 per diluted share). The cash proceeds were used to pay off the $12,332,000 balance of our 10.00% Subordinated Notes and reduce our revolving credit loan.

On August 31, 2005, we sold the inventory and equipment related to our Edlon lined-pipe and fittings product line for $8,000,000. The sale generated a loss of $131,000 ($81,000 after tax, or $0.01 per diluted share).

NOTE 5 — CASH FLOW STATEMENT INFORMATION

In fiscal 2007, we recorded the following non-cash investing and financing transactions: $5,661,000 increase in deferred tax assets, $4,410,000 decrease in other intangible assets, a $7,874,000 increase in other long-term liabilities, and a $1,624,000 increase in the minimum pension liability related to our pension plans. We also recorded a decrease to goodwill and accrued expenses of $1,052,000 related to the utilization of pre-acquisition deferred tax assets which were fully reserved.

In fiscal 2006, we recorded the following non-cash investing and financing transactions: exchange of $38,914,000 of existing 8.00% convertible subordinated notes for common stock; $2,599,000 decrease in deferred tax assets, $8,605,000 decrease in long-term liabilities, $787,000 decrease in pension intangible asset and $5,219,000 decrease in the minimum pension liability related to our pension plans.

In fiscal 2005, we recorded the following non-cash investing and financing transactions: $3,948,000 increase in deferred tax assets, $8,691,000 increase in long-term liabilities, $505,000 increase in pension intangible asset and $4,743,000 increase in the minimum pension liability related to our pension plans.

Supplemental cash flow information consisted of the following:

	2007		2006		2005
			(in thousands)
Interest paid	$	7,952	$	13,078	$	14,252
Taxes paid, net of refunds		19,560		13,399		7,811

38

NOTE 6—GOODWILL AND OTHER INTANGIBLE ASSETS

Changes in the carrying amount of goodwill by operating segment are as follows:

	Process		Fluid
	Solutions		Management		Romaco
	Segment		Segment		Segment			Total
	(In thousands)
Balance as of September 1, 2005	$	141,970	$	104,653	$	62,658		$	309,281
Goodwill reduction from utilizing purchased tax loss carryforwards and deferred tax assets		0		0		(1,859	)		(1,859	)
Goodwill reduction from change in opening balance sheet tax accrual		0		0		(3,632	)		(3,632	)
Goodwill reduction due to business dispositions		0		0		(7,165	)		(7,165	)
Goodwill written off during the period		0		0		(39,174	)		(39,174	)
Translation adjustments and other		3,105		1,634		137			4,876
Balance as of August 31, 2006		145,075		106,287		10,965			262,327
Goodwill reduction from utilizing purchased tax loss carryforwards and deferred tax assets		0		0		(1,052	)		(1,052	)
Goodwill reduction due to business dispositions		0		0		(250	)		(250	)
Translation adjustments and other		8,114		1,281		730			10,105
Balance as of August 31, 2007	$	153,189	$	107,568	$	10,393		$	271,150

In fiscal 2007 and 2006, we were able to utilize certain net operating loss (NOL) carryforwards and deferred tax assets that existed at the purchase date of Romaco. No value was allocated to these items in the opening balance sheet of Romaco; therefore, the utilization of these items is recorded as a reduction to goodwill.

Information regarding our other intangible assets is as follows:

	2007						2006
			Accumulated						Accumulated
	Carrying Amount		Amortization		Net		Carrying Amount		Amortization		Net
					(In thousands)
Patents and trademarks	$	11,378	$	7,093	$	4,285	$	10,176	$	6,767	$	3,409
Non-compete agreements		8,879		7,009		1,870		8,832		6,667		2,165
Financing costs		9,559		8,571		988		9,195		7,783		1,412
Pension intangible		0		0		0		4,361		0		4,361
Other		5,201		5,072		129		5,160		5,000		160
	$	35,017	$	27,745	$	7,272	$	37,724	$	26,217	$	11,507

We estimate that amortization expense will be approximately $1,300,000 for each of the next five years.

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NOTE 7 — LONG-TERM DEBT

	2007			2006
	(in thousands)
Senior debt:
Revolving credit loan	$	0		$	0
Senior notes		100,000			100,000
Other		3,075			5,531
Total debt		103,075			105,531
Less current portion		(72,522	)		(744	)
Long-term debt	$	30,553		$	104,787

Our Bank Credit Agreement (“Agreement”) provides that we may borrow on a revolving credit basis up to a maximum of $150,000,000 and includes a $100,000,000 expansion feature. All outstanding amounts under the Agreement are due and payable on December 19, 2011. Interest is variable based upon formulas tied to LIBOR or an alternative base rate defined in the Agreement, at our option, and is payable at least quarterly. Indebtedness under the Agreement and the Senior Notes, discussed below, is unsecured except for the pledge of the stock of our U.S. subsidiaries and two-thirds of the stock of certain non-U.S. subsidiaries. We have $34,783,000 of standby letters of credit outstanding at August 31, 2007. These standby letters of credit are used as security for advance payments received from customers and future payments to our vendors. Under the Agreement we have $115,217,000 of unused borrowing capacity.

We had $100,000,000 of Senior Notes (“Senior Notes”) issued in two series. Series A in the principal amount of $70,000,000 has an interest rate of 6.76% and is due May 1, 2008, and Series B in the principal amount of $30,000,000 has an interest rate of 6.84% and is due May 1, 2010. Interest is payable semi-annually on May 1 and November 1.

The Agreement and Senior Notes contain certain restrictive covenants including limitations on indebtedness, asset sales, sales and lease backs, and cash dividends and financial covenants relating to interest coverage, leverage and net worth.

Our other debt consisted primarily of unsecured non-U.S. bank lines of credit with interest rates approximating 9.00%.

We have an interest rate swap agreement. The interest rate swap agreement utilized by us effectively modifies our exposure to interest rate risk by converting $30,000,000 of our fixed rate debt to floating rate debt. This agreement involves the receipt of fixed rate amounts in exchange for floating rate interest payments over the life of the agreement without an exchange of underlying principal amounts. The mark-to-market values of both the fair value hedging instrument and the underlying debt obligation were equal and recorded as offsetting gains and losses in current period earnings. The fair value hedge qualifies for treatment under the short-cut method of measuring effectiveness. As a result, there is no impact on earnings due to hedge ineffectiveness. The interest rate swap agreement expires in 2008 and allows us to receive an interest rate of 6.76% and pay an interest rate at LIBOR plus 3.72%.

40

Aggregate principal payments of long-term debt, for the five years subsequent to August 31, 2007, are as follows:

	(In thousands)
2008	$	72,522
2009		553
2010		30,000
2011		0
2012		0
2013 and thereafter		0
Total	$	103,075

NOTE 8 — RETIREMENT BENEFITS

As discussed in Note 1, we adopted SFAS 158 on August 31, 2007 and the effect on individual line items of our Consolidated Balance Sheet as of August 31, 2007 is as follows:

	Prior to					After
	Adopting					Application of
	SFAS No. 158		Adjustments			SFAS No. 158
Other intangible assets	$	11,682	$	(4,410	)	$	7,272
Accrued expenses		108,731		(4,999	)		103,732
Long-term deferred tax liability		30,479		(5,661	)		24,818
Other long-term liabilities		62,514		16,505			79,019
Accumulated other comprehensive income		33,589		(10,255	)		23,334

We sponsor two defined contribution plans covering most U.S. salaried employees and certain U.S. hourly employees. Contributions are made to the plans based on a percentage of eligible amounts contributed by participating employees. We also sponsor several defined benefit plans covering certain employees. Benefits are based on years of service and employees’ compensation or stated amounts for each year of service. Our funding policy is consistent with the funding requirements of applicable regulations. At August 31, 2007 and 2006, pension assets included 100,000 and 171,700 shares respectively, of our common stock.

In addition to pension benefits, we provide health care and life insurance benefits for certain of our retired U.S. employees. Our policy is to fund the cost of these benefits as claims are paid.

Retirement and other post-retirement plan costs are as follows:

41

	Pension Benefits
	2007			2006			2005
	(In thousands)
Service costs	$	2,017		$	2,855		$	4,116
Interest cost		8,812			8,246			8,402
Expected return on plan assets		(7,218	)		(7,340	)		(6,648	)
FAS 88 curtailment cost		0			(220	)		0
Amortization of prior service cost		695			798			755
Amortization of transition obligation		0			(198	)		(186	)
Recognized net actuarial losses		1,578			2,100			1,770
Net periodic benefit cost	$	5,884		$	6,241		$	8,209
Defined contribution cost	$	2,777		$	1,982		$	1,181

	Other Benefits
	2007		2006		2005
	(In thousands)
Service cost	$	324	$	367	$	352
Interest cost		1,346		1,271		1,484
Net amortization		765		920		979
Net peridoc benefit cost	$	2,435	$	2,558	$	2,815

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The benefit obligation, funded status and amounts recorded in the balance sheet at August 31, are as follows:

	Pension Benefits						Other Benefits
	2007			2006			2007			2006
	(In thousands)
Change in benefit obligation:
Beginning of year	$	163,953		$	168,913		$	23,244		$	26,848
Service cost		2,315			2,855			324			367
Interest cost		8,954			8,246			1,346			1,271
Curtailment		0			(2,031	)		0			0
Currency exchange rate impact		4,760			3,973			0			0
Actuarial gains		(11,293	)		(2,540	)		(192	)		(2,835	)
Benefit payments		(11,603	)		(15,463	)		(2,243	)		(2,407	)
End of year	$	157,086		$	163,953		$	22,479		$	23,244
Change in plan assets:
Beginning of year	$	95,909		$	93,110		$	0		$	0
Currency exchange rate impact		1,523			1,442			0			0
Actual return		14,299			7,792			0			0
Company contributions		7,032			9,028			2,243			2,407
Benefit payments		(11,603	)		(15,463	)		(2,243	)		(2,407	)
End of year	$	107,160		$	95,909		$	0		$	0
Funded status	$	(49,926	)	$	(68,044	)	$	(22,479	)	$	(23,244	)
Unrecognized net actuarial losses		0			34,769			0			7,475
Unamortized prior service cost		0			3,303			0			1,656
Accrued benefit cost	$	(49,926	)	$	(29,972	)	$	(22,479	)	$	(14,113	)
Recorded as follows:
Accrued expenses	$	(2,714	)	$	(7,894	)	$	(2,261	)	$	(2,472	)
Other long-term liabilities		(47,212	)		(51,907	)		(20,218	)		(11,641	)
Other assets		0			1,653			0			0
Intangible assets		0			4,370			0			0
Accumulated other comprehensive loss		17,947			23,806			8,174			0
	$	(31,979	)	$	(29,972	)	$	(14,305	)	$	(14,113	)
Deferred tax liability on accumulated other comprehensive loss	$	(6,325	)	$	(9,030	)	$	(3,106	)	$	0
Accumulated other comprehensive loss at August 31, 2007:
Net actuarial (gains)/losses	$	15,352					$	6,715
Prior service cost		2,563						1,459
Deferred taxes		(6,325	)					(3,106	)
Net accumlated other comprehensive loss at August 31, 2007	$	11,590					$	5,068

Pension plans with accumulated (“ABO”) and projected (“PBO”) benefit obligations in excess of plan assets:

43

	2007		2006
	(In thousands)
Accumulated benefit obligation	$	154,214	$	161,466
Projected benefit obligation		157,086		163,953
Plan assets		107,160		95,909

In 2007 and 2006, $42,065,000 and $40,913,000, respectively, of the unfunded ABO and $44,937,000 and $43,399,000, respectively, of the unfunded PBO related to our pension plan for a German operation. Funding of pension obligations is not required in Germany.

The weighted allocations of pension plan assets at August 31, 2007 and 2006 are shown in the following table.

	2007			2006
Equity securities		67	%		70	%
Debt securities		32			26
Cash and cash equivalents		1			4
		100	%		100	%

At August 31, 2007, our target allocation percentages for plan assets were approximately 65% equity securities and 35% debt securities. The targets may be adjusted periodically to reflect current market conditions and trends as well as inflation levels, interest rates and the trend thereof, and economic and monetary policy. The objective underlying this allocation is to achieve a long-term rate of return of 5.75% above inflation.

We will use a weighted average long-term rate of return of approximately 7.75% in fiscal 2008. Expected rates of return are developed based on the target allocation of debt and equity securities and on the historical returns on these types of investments judgmentally adjusted to reflect current expectations based on historical experience of the plan’s investment managers. In evaluating future returns on equity securities, the existing portfolio is stratified to separately consider large and small capitalization investments as well as international and other types of securities.

We expect to make future benefits payments from our benefit plans as follows:

	Pension Benefits		Other Benefits
	(In thousands)
2008	$	12,500	$	2,300
2009		11,300		2,200
2010		11,100		2,100
2011		11,100		2,000
2012		11,100		2,000
2013-2017		54,600		9,100

The Company anticipates contributing $7,100,000 to its pension benefit plans in fiscal 2008.

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The actuarial weighted average assumptions used to determine plan liabilities at August 31, are as follows:

	Pension Benefits						Other Benefits
	2007			2006			2007			2006
Weighted average assumptions:
Discount rate		5,90	%		5.50	%		6.25	%		6.00	%
Expected return on plan assets		7.70			7.70			N/A			N/A
Rate of compensation increase		2.85			3.80			N/A			N/A
Health care cost increase		N/A			N/A			9.5 – 5.0	%		10.0 – 5.0	%
Health care cost grading period		N/A			N/A		9 years			10 years

The actuarial weighted average assumptions used to determine plan costs are as follows (measurement date September 1):

	Pension Benefits						Other Benefits
	2007			2006			2007			2006
Discount rate		5.75	%		5.10	%		6.00	%		5.25	%
Expected return on plan assets		7.70			7.70			N/A			N/A
Rate of compensation increase		2.85			3.80			N/A			N/A
Health care cost increase		N/A			N/A			10.0 – 5.0	%		10.5 – 5.0	%
Health care cost grading period		N/A			N/A		10 years			11 years

The assumed health care trend rate has a significant effect on the amounts reported for health care benefits. A one-percentage point change in assumed health care rate would have the following effects:

	Increase		Decrease
	(In thousands)
Service and interest cost	$	62	$	(56	)
Postretirement benefit obligation		636		(581	)

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NOTE 9 — INCOME TAXES

Deferred income taxes reflect the net effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

	2007			2006
	(In thousands)
Deferred tax assets and liabilities
Assets:
Postretirement obligations	$	13,674		$	18,314
Net operating loss carryforwards		18,766			22,330
Tax credit carryforward		7,391			12,305
Other accruals		5,661			4,768
Inventory allowances		2,687			2,439
Warranty reserve		2,461			2,240
Customer advance payments and prepaid expenses		2,057			1,400
Research and development costs		2,308			2,650
Goodwill and purchase assets basis differences		2,921			2,834
Other items		3,423			2,076
		61,349			71,356
Less valuation allowances		19,140			23,151
		42,209			48,205
Liabilities:
Other accruals		2,013			1,684
Fixed asset basis differences		5,726			5,675
Goodwill and purchased asset basis differences		38,991			32,469
Other items		1,198			760
		47,928			40,588
Net deferred tax asset	$	(5,719	)	$	7,617

The tax credit carryforwards, which primarily relate to foreign tax credits, begin to expire in fiscal 2012. The primary components of the net operating loss carryforwards exist in Germany ($16,800,000), Italy ($5,100,000) and the Netherlands ($11,634,000). There are no expiration dates on the net operating loss carryforwards in Germany and the Netherlands. The net operating loss carryforwards in Italy begin to expire in fiscal 2009.

46

Expense (in thousands)

	2007		2006			2005
Current:
U.S. federal	$	8,654	$	273		$	228
Non-U.S.		12,562		15,037			4,357
U.S. state		425		166			21
		21,641		15,476			4,606
Deferred:
U.S. federal		11,777		(3,018	)		2,795
Non-U.S.		2,438		390			(1,823	)
U.S. state		1,010		(259	)		262
		15,225		(2,887	)		1,234
	$	36,866	$	12,589		$	5,840
Tax expense included in minority interest	$	862	$	916		$	846
Non-U.S. pretax income (loss)	$	40,674	$	(6,284	)	$	2,494

A summary of the differences between tax expense at the statutory U.S. rate and recorded tax expense is reconciled as follows:

	2007			2006			2005
	(in thousands)
Tax expense (benefit) at U.S. statutory rate	$	31,164		$	(1,903	)	$	2,456
Impact of change in valuation allowances on non-U.S. losses		163			1,201			3,804
Impact on U.S. taxes from repatriation of foreign earnings		1,477			(44	)		533
Extraterritorial income deduction/Section 199		(402	)		(517	)		(526	)
Impact from nondeductible goodwill write-off		0			15,421			0
Impact from other nondeductible expenses		306			834			0
Non-U.S. tax lower than U.S. tax rates		(493	)		(2,550	)		(175	)
Tax contingencies		1,160			0			0
Revaluation of deferred tax accounts		3,079			0			0
Other items — net		412			147			(252	)
Recorded tax expense	$	36,866		$	12,589		$	5,840

NOTE 10 — COMMON STOCK

We sponsor a long-term incentive stock plan to provide for the granting of stock-based compensation to directors, officers and other key employees. In addition, we sponsor stock option and stock compensation plans for non-employee directors. Under the plan, the stock option price per share cannot be less than the fair market value per share as of the date of grant. For officers and other key employees, outstanding grants become exercisable over a three-year period, while options for non-employee directors are immediately exercisable. Proceeds from the sale of stock issued under option arrangements are credited to common stock.

47

Summaries of amounts issued under the stock option plans are presented in the following tables.

Stock option activity

				Weighted-
	Stock			Average Option
	Options			Price Per Share
Outstanding at September 1, 2004		1,263,501		$	24.13
Exercised		(73,000	)		19.73
Canceled		(156,500	)		23.95
Outstanding at August 31, 2005		1,034,001			24.44
Granted		80,000			22.26
Exercised		(207,069	)		22.48
Canceled		(191,998	)		25.65
Outstanding at August 31, 2006		714,934			24.44
Granted		41,900			32.73
Exercised		(343,668	)		26.38
Canceled		(44,266	)		25.22
Outstanding at August 31, 2007		368,900		$	23.68

Exercisable stock options at year-end
2005	879,648
2006	591,982
2007	284,134
Shares available for grant at year-end
2005	1,200,000
2006	1,120,000
2007	956,365

Components of outstanding stock options at August 31, 2007

				Weighted-
Range of				Average		Weighted-		Intrinsic
Exercise		Number		Contract Life		Average		Value
Price		Outstanding		in Years		Exercise Price		(In thousands)
$	15.38–22.00		219,300		6.33	$	20.97	$	7,282
	23.00 – 43.86		149,600		5.64		27.63		3,971
$	15.38–43.86		368,900		6.05	$	23.68	$	11,253

Components of exercisable stock options at August 31, 2007

Range of				Weighted-		Intrinsic
Exercise		Number		Average		Value
Price		Exercisable		Exercise Price		(In thousands)
$	15.38–22.00		180,967	$	20.87	$	6,028
	23.00 – 27.75		103,167		25.77		2,931
$	15.38–27.75		284,134	$	22.65	$	8,959

Under our long-term incentive stock plan selected participants receive awards which convert into a variable number of restricted shares based on absolute measures based on earnings per share and return on assets. The restricted shares earned range from 50% to 200% of the target award. Restricted shares earned under the program are issued to the participants at the end of the three-year measurement period and are subject to forfeit if the participant leaves our employment within the following one to two

48

years. For the performance period ended August 31, 2007, $864,000 performance units were earned ($1,207,000 and $0 in fiscal 2006 and fiscal 2005, respectively).

As of August 31, 2007 we had $2,981,000 of compensation expense not yet recognized related to nonvested stock awards. The weighted-average period that this compensation cost will be recognized is eighteen months.

Total after tax compensation expense included in net income for all stock based awards was $1,797,000, $1,096,000 and $452,000 for fiscal years 2007, 2006 and 2005, respectively.

NOTE 11 — NET INCOME PER SHARE

The following table sets forth the computation of basic and diluted net income (loss) per share:

	2007		2006			2005
	(In thousands, except per share data)
Numerator:
Basic:
Net income (loss)	$	50,705	$	(19,587	)	$	(262	)
Effect of dilutive securities:
Convertible debt interest		0		1,784			1,920
Income (loss) attributable to diluted shares	$	50,705	$	(17,803	)	$	1,658
Denominator:
Basic:
Weighted average shares		17,025		14,898			14,608
Effect of dilutive securities:
Convertible debt		0		1,651			1,778
Dilutive options and restricted shares		81		26			37
Diluted		17,106		16,575			16,423
Net income (loss) per share:
Basic:	$	2.98	$	(1.31	)	$	(0.02	)
Diluted:	$	2.96	$	(1.31	)	$	(0.02	)

NOTE 12 — BUSINESS SEGMENTS AND GEOGRAPHIC INFORMATION

Fluid Management. Our Fluid Management business segment designs, manufactures and markets equipment and systems used in oil and gas exploration and recovery, specialty chemical, wastewater treatment and a variety of other industrial applications. Primary brands are Moyno®, Tarby® and Hercules®. Our products and systems include hydraulic drilling power sections; down-hole and industrial pumps for applications involving the flow of viscous, abrasive and solid-laden slurries and sludge; and a broad line of ancillary equipment, such as rod guides, rod and tubing rotators, wellhead systems, pipeline closure products and valves. These products and systems are used at the wellhead and in subsurface drilling and production.

Process Solutions. Our Process Solutions business segment designs, manufactures and services glass-lined reactors and storage vessels, standard and customized fluid-agitation equipment and systems and customized fluoropolymer-lined fittings, vessels and accessories, primarily for the pharmaceutical and fine chemical markets. Primary brands are Pfaudler®, Tycon-Technoglass®, Chemineer® and Edlon®.

Romaco. Romaco designs, manufacturers and markets packaging and secondary processing equipment for the pharmaceutical, healthcare, nutriceutical, food and cosmetics industries. Packaging applications include dosing, filling and sealing of vials, capsules, tubes, bottles and blisters, as well as customized packaging. Primary brands are Noack®, Siebler®, FrymaKoruma®, Macofar®. and Promatic®.
We evaluate performance and allocate resources based on Income before Interest and Taxes (“EBIT”). Identifiable assets by business segment include all assets directly identified with those operations.

49

Corporate assets consist mostly of cash and intangible assets. The accounting policies of the reportable segments are the same as those described in the summary of significant accounting policies except that we account for U.S. inventory on a FIFO basis at the segment level compared to a LIFO basis at the consolidated level.

The following tables provide information about our reportable business segments.

	2007			2006			2005
	(In thousands)
Unaffiliated Customer Sales:
Fluid Management	$	292,283		$	245,180		$	198,700
Process Solutions		273,890			231,009			238,698
Romaco		129,220			149,200			167,375
Total	$	695,393		$	625,389		$	604,773
Intersegment Sales:
Fluid Management	$	0		$	0		$	0
Process Solutions		0			441			752
Romaco		0			0			0
Corporate and Eliminations		0			(441	)		(752	)
Total	$	0		$	0		$	0
Depreciation and Amortization:
Fluid Management	$	7,376		$	7,491		$	7,772
Process Solutions		6,224			6,496			7,497
Romaco		2,090			2,991			3,550
Corporate and Eliminations		934			1,600			1,574
Total	$	16,624		$	18,578		$	20,393
EBIT:
Fluid Management	$	76,973		$	56,522		$	39,731
Process Solutions		31,941	(1)		8,867	(1)		4,739	(1)
Romaco		2,612	(2)		(38,189	)(2)		(7,905	)(2)
Corporate and Eliminations		(17,244	)		(19,692	)		(15,114	)
Total	$	94,282		$	7,508		$	21,451
Identifiable Assets:
Fluid Management	$	252,980		$	234,579		$	215,176
Process Solutions		359,453			328,495			326,707
Romaco		101,777			110,566			186,464
Corporate and Eliminations		101,933			38,407			11,846
Total	$	816,143		$	712,047		$	740,193
Capital Expenditures:
Fluid Management	$	8,373		$	7,882		$	6,757
Process Solutions		4,209			2,046			9,053
Romaco		960			3,436			3,823
Corporate and Eliminations		2,994			296			630
Total	$	16,536		$	13,660		$	20,263

Information about our operations in different geographical regions is presented below. Our primary operations are in the U.S. and Europe. Sales are attributed to countries based on the location of the customer.

50

	2007		2006		2005
	(In thousands)
Sales
United States	$	280,645	$	253,818	$	225,798
Europe		185,168		176,695		193,190
Other North America		67,165		71,535		68,052
Asia		100,263		79,481		82,357
South America		40,541		33,225		26,675
Other		21,611		10,635		8,701
	$	695,393	$	625,389	$	604,773
Identifiable Assets
United States	$	257,125	$	268,350	$	271,493
Europe		272,275		250,034		315,625
Other North America		59,743		52,750		51,817
South America		29,874		26,628		22,776
Asia		95,193		76,619		66,636
Corporate		101,933		37,666		11,846
	$	816,143	$	712,047	$	740,193

(1)	Includes cost of $2,541,000 and $3,684,000 in fiscal years 2006 and 2005, respectively, related to the restructuring of our Process Solutions segment. Fiscal 2007 includes a gain of $5,036,000, fiscal 2006 includes losses of $189,000 and fiscal 2005 includes losses of $2,053,000 related to the disposition of facilities and product lines.
(2)	Includes costs of $1,818,000, $4,755,000 and $4,279,000 in fiscal years 2007, 2006 and 2005, respectively, related to the restructuring of our Romaco segment. Fiscal 2007 includes a gain of $243,000 on product line and facility dispositions and fiscal 2006 includes a gain of $8,144,000 on the disposition of product lines. Fiscal 2006 also includes a $39,174,000 goodwill impairment charge.

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NOTE 13 — QUARTERLY DATA (UNAUDITED)

	2007 Quarters
	1st		2nd		3rd		4th		Total
	(In thousands, except per share data)
Sales	$	154,433	$	162,498	$	171,428	$	207,034	$	695,393
Gross profit		53,863		54,849		61,415		72,214		242,341
EBIT		19,163		15,794		23,000		36,325		94,282
Income before income taxes and minority interest		17,623		14,449		21,535		35,432		89,039
Net income		10,613		7,932		13,248		18,912		50,705
Net income per share:
Basic	$	0.63	$	0.47	$	0.78	$	1.10	$	2.98
Diluted		0.62		0.46		0.77		1.10	$	2.96
Weighted average common shares:
Basic		16,852		17,058		17,085		17,121		17,025
Diluted		17,031		17,166		17,205		17,192		17,106

	2006 Quarters
	1st			2nd		3rd			4th		Total
	(In thousands, except per share data)
Sales	$	138,959		$	149,997	$	153,243		$	183,190	$	625,389
Gross profit		46,742			49,459		52,805			65,910		214,916
EBIT		(25,259	)		7,510		6,174			19,083		7,508
Income (loss) before income taxes and minority interest		(28,782	)		3,834		3,049			16,461		(5,438	)
Net income (loss)		(29,734	)		1,202		(75	)		9,020		(19,587	)
Net income (loss) per share:
Basic	$	(2.02	)	$	0.08	$	(0.01	)	$	0.59	$	(1.31	)
Diluted		(2.02	)		0.08		(0.01	)		0.56		(1.31	)
Weighted average common shares:
Basic		14,700			14,744		14,784			15,363		14,898
Diluted		16,499			16,537		16,592			16,713		16,575

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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Management, including our Chief Executive Officer (CEO) and Chief Financial Officer (CFO), conducted an evaluation of the effectiveness of the design and operation of our “disclosure controls and procedures” (Disclosure Controls) as of August 31, 2007. Based upon this evaluation, our CEO and CFO have concluded that the design and operation of our disclosure controls and procedures were effective as of August 31, 2007.

Disclosure Controls are controls and procedures designed to reasonably assure that information required to be disclosed in our reports filed under the Exchange Act, such as this Form 10-K, is recorded, processed, summarized and reported within the time periods specified in the U.S. Securities and Exchange Commission’s (SEC) rules and forms. Disclosure Controls are also designed to reasonably assure that such information is accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure. Our quarterly evaluation of Disclosure Controls includes an evaluation of some components of our internal control over financial reporting, and internal control over financial reporting is also separately evaluated on an annual basis for purposes of providing the management report which is set forth below.

Management Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Internal control over financial reporting includes those policies and procedures that:

• Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;

• Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and

• Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Management assessed our internal control over financial reporting as of August 31, 2007, the end of our fiscal year. Management based its assessment on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Management’s assessment included evaluation of such elements as the design and operating effectiveness of key financial reporting controls, process documentation, accounting policies, and our overall control environment. Based on our evaluation, our management concluded that our internal control over financial reporting was effective as of August 31, 2007. Our independent registered public accounting firm, Ernst & Young LLP, independently assessed the effectiveness of the Company’s internal control over financial reporting. Ernst & Young LLP has issued an attestation report, which is included at Part II, Item 8 of this Form 10-K.

53

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting during the fiscal quarter ended August 31, 2007 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

None.

54

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT AND CORPORATE GOVERNANCE

Information Concerning Directors and Executive Officers

The information required by this item relating to directors and executive officers of the Company, the Company’s Audit Committee and Section 16(a) Compliance is incorporated herein by reference to that part of the information under “Election of Directors,” “Security Ownership” and “Section 16 Beneficial Ownership Reporting Compliance” in the Company’s Proxy Statement for its Annual Meeting of Shareholders scheduled to be held on January 9, 2008. Certain information concerning executive officers of the Company appears under “Executive Officers of the Registrant” at Part I of this Report.

Code of Ethics

The Company has a Code of Business Conduct (the “Code”) that applies to all employees, executive officers and directors of the Company. A copy of the Code is posted on the Company’s website. The Code also serves as a code of ethics for the Company’s chief executive officer, principal financial officer, principal accounting officer, controller, or any person performing similar functions (the “Senior Officers”). Any waiver of any provision of the Code granted to a Senior Officer may only be granted by the full Board of Directors or its Audit Committee. If a waiver is granted, information concerning the waiver will be posted on the Company’s website www.robn.com for a period of 12 months.

Audit Committee Financial Expert

The Company’s Board of Directors has determined that at least two persons serving on its audit committee are “audit committee financial experts” as defined under Item 401(h) of Regulation S-K. Dale L. Medford and Andrew G. Lampereur, members of the audit committee, are audit committee financial experts and are independent as that term is used in the Item 7(d) (3) (iv) of the Schedule 14A under the Exchange Act.

ITEM 11. EXECUTIVE COMPENSATION

The information required by this Item 11 is incorporated herein by reference to the Proxy Statement for our Annual Meeting of Shareholders on January 9, 2008.

55

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth certain information regarding our equity compensation plans as of August 31, 2007:

					(c)
					Number of
					Common
					Shares
					Remaining
	(a)		(b)		Available for
	Number of Common		Weighted-		Future
	Shares to		Average		Issuance
	be issued Upon		Exercise Price		Under Equity
	Exercise of		of		Compensation
	Outstanding		Outstanding		Plans
	Options,		Options,		(excluding securities
	Warrants, and		Warrants, and		reflected in
Plan Category	Rights		Rights		column (a))
Equity compensation plans approved by shareholders (10		368,900	$	23.68		956,365
Equity compensation plans not approved by shareholders (20		0		0		0
Total		368,900	$	23.68		956,365

(1)	Includes outstanding options under (i) our 1994 Long-Term Incentive Stock Plan, 1995 Stock Option Plan for Non-Employee Directors, and 1999 Long-Term Incentive Plan, all of which have terminated as to future awards, and (ii) our 2004 Stock Incentive Plan.
(2)	All shares listed in Column (c) are available for future awards under our 2004 Stock Incentive Plan. Awards may be comprised of options, restricted shares, performance shares, share awards or share unit awards upon such terms as the Compensation Committee of the Board determines at the time of grant that are consistent with the express terms of the plan.

The other information required by this Item 12 is incorporated herein by reference to the Proxy Statement for our Annual Meeting of Shareholders on January 9, 2008.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

The information required by this Item 13 is incorporated herein by reference to the Proxy Statement for our Annual Meeting of Shareholders on January 9, 2008.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this Item 14 is incorporated herein by reference to the Proxy Statement for our Annual Meeting of Shareholders on January 9, 2008.

56

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) (1)	FINANCIAL STATEMENTS
	The following consolidated financial statements of Robbins & Myers, Inc. and its subsidiaries are at Item 8 hereof.
	Consolidated Balance Sheet — August 31, 2007 and 2006.
	Consolidated Statement of Operations — Years ended August 31, 2007, 2006 and 2005.
	Consolidated Shareholders’ Equity Statement — Years ended August 31, 2007, 2006 and 2005.
	Consolidated Cash Flow Statement — Years ended August 31, 2007, 2006 and 2005.
	Notes to Consolidated Financial Statements.
(a) (2)	FINANCIAL STATEMENT SCHEDULE
	Schedule II — Valuation and Qualifying Accounts

All other schedules are omitted because they are not applicable, or not required, or because the required information is included in the consolidated financial statements or notes thereto.

(a) (3) EXHIBITS. See INDEX to EXHIBITS.

57

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Robbins & Myers, Inc. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on this 12th day of November, 2007.

ROBBINS & MYERS, INC.
 

BY /s/ Peter C. Wallace  

Peter C. Wallace 

President and Chief Executive Officer 

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of Robbins & Myers, Inc. and in the capacities and on the date indicated:

NAME	TITLE	DATE
/s/ Peter C. Wallace Peter C. Wallace	Director, President and Chief Executive Officer	November 12, 2007
/s/ Christopher M. Hix Christopher M. Hix	Vice President and Chief Financial Officer (Principal Financial Officer)	November 12 2007
/s/ Kevin J. Brown Kevin J. Brown	Corporate Controller (Principal Accounting Officer)	November 12, 2007

*Thomas P. Loftis	Chairman Of Board	November 12, 2007
*Daniel W. Duval	Director	November 12, 2007
*David T. Gibbons	Director	November 12, 2007
*Stephen F. Kirk	Director	November 12, 2007
*Andrew G. Lampereur	Director	November 12, 2007
*William D. Manning	Director	November 12, 2007
*Dale L. Medford	Director	November 12, 2007

* The undersigned, by signing his name hereto, executes this Report on Form 10-K for the year ended August 31, 2007 pursuant to powers of attorney executed by the above-named persons and filed with the Securities and Exchange Commission.

/s/ Peter C. Wallace  

Peter C. Wallace 

Their Attorney-in-fact 

58

SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS

			Additions
					Charged to
	Balance at		Charged to		Other
	Beginning of		Costs and		Accounts-			Deductions-			Balance at
Description	Period		Expenses		Describe			Describe			End of Period
			(in thousands)
Year Ended August 31, 2007
Allowances and reserves deducted from assets:
Uncollectible and reserves deducted from assets	$	6,860	$	2,455	$	0		$	3,126	(1)	$	6,189
Inventory obsolescence		17,583		2,156		0			5,602	(2)		14,137
Deferred tax asset valuation allowance		23,151		1,421		0			5,432	(7)		19,140
Other reserves:
Warranty claims		7,605		2,188		0			1,871	(3)		7,922
Current & L-T insurance reserves		1,741		871		0			949	(4)		1,663
Restructuring reserves		1,755		0		0			1,497	(5)		258
Year Ended August 31, 2006
Allowances and reserves deducted from assets:
Uncollectible and reserves deducted from assets	$	4,632	$	2,828	$	0		$	600	(1)	$	6,860
Inventory obsolescence		21,351		2,347		0			6,115	(2)		17,583
Deferred tax asset valuation allowance		23,296		1,201		0			1,346	(7)		23,151
Other reserves:
Warranty claims		9,176		3,134		0			4,705	(3)		7,605
Current & L-T insurance reserves		2,098		1,294		0			1,651	(4)		1,741
Restructure reserves		1,074		5,738		0			5,057	(5)		1,755
Year Ended August 31, 2005
Allowances and reserves deducted from assets:
Uncollectible and reserves deducted from assets	$	4,018	$	1,088	$	0		$	474	(1)	$	4,632
Inventory obsolescence		20,651		3,425		0			2,725	(2)		21,351
Deferred tax asset valuation allowance		16,792		3,803		2,701	(6)		0			23,296
Other reserves:
Warranty claims		8,330		3,348		0			2,502	(3)		9,176
Current & L-T insurance reserves		2,203		1,680		0			1,785	(4)		2,098
Restructure reserves		667		5,677		0			5,270	(5)		1,074

Note (1)	Represents accounts receivable written off against the reserve, and impact from dispositions of $981,000 and $200,000 in fiscal 2007 and 2006, respectively.
Note (2)	Inventory items scrapped and written off against the reserve, and impact from dispositions of $2,484,000 and $2,800,000 in fiscal 2007 and 2006, respectively.
Note (3)	Warranty cost incurred applied against the reserve, and impact from dispositions of $91,000 and $970,000 in fiscal 2007 and 2006, respectively.
Note (4)	Spending against casualty reserve.
Note (5)	Spending against restructure reserve.
Note (6)	Increase to deferred tax asset and valauation allowance and exchange rates
Note (7)	Impact of exchange rates, valuation allowance release and changes in tax rates

59

	INDEX TO EXHIBITS
(3)	ARTICLES OF INCORPORATION AND BY-LAWS:
		3.1	Amended Articles of Incorporation of Robbins & Myers, Inc.	F
		3.2	Code of Regulations of Robbins & Myers, Inc. was filed as Exhibit 3.2 to our Quarterly Report on Form 10-Q for the Quarter ended February 28, 2007	*
(4)	INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING INDENTURES:
		4.1	Fifth Amended and Restated Credit Agreement dated December 19, 2006 among Robbins & Myers, Inc., Robbins & Myers Finance Europe B.V., the Lenders named in the amended agreement and JP Morgan Chase Bank, N.A. as Administrative Agent and Issuing Bank was filed as Exhibit 4.1 to our Current Report on Form 8-K filed on December 22, 2006.	*
		4.2	Amended and Restated Pledge and Security Agreement between Robbins & Myers, Inc. and Bank One, Dayton, N.A., dated May 15, 1998, was filed as Exhibit 4.2 to our Report on Form 10-K for the year ended August 31, 2003	*
		4.3	Form of $100 million senior note agreement dated May 1, 1998 was filed as Exhibit 4.1 to our Report on Form 10-Q for the quarter ended May 31, 1998	*

(10)	MATERIAL CONTRACTS:
		10.1	Robbins & Myers, Inc. Cash Balance Pension Plan (As Amended and Restated Effective as of October 1, 1999) was filed as Exhibit 10.1 to our Annual Report on Form 10-K for the year ended August 31, 2001	*/M
		10.2	Third Amendment to the Robbins & Myers, Inc. Cash Balance Pension Plan, dated October 31, 2005 was filed as an Exhibit to our Current Report on Form 8-K filed on November 4, 2005	*/M
		10.3	Robbins & Myers, Inc. Employee Savings Plan as amended through August 31, 2000 was filed as Exhibit 10.4 to our Annual Report on Form 10-K for the year ended August 31, 2000	*/M
		10.4	Robbins & Myers, Inc. Executive Supplemental Retirement Plan as amended through October 5, 2007	F/M
		10.5	Robbins & Myers, Inc. Executive Supplemental Pension Plan as amended through October 5, 2007	F/M
		10.6	Form of Indemnification Agreement between Robbins & Myers, Inc., and each director was filed as Exhibit 10.5 to our Annual Report on Form 10-K for the year ended August 31, 2001	*/M
		10.7	Robbins & Myers, Inc. 1994 Directors Stock Compensation Plan was filed as Exhibit 10.6 to our Annual Report on Form 10-K for the year ended August 31, 2001	*/M

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10.8	Robbins & Myers, Inc. 1994 Long-Term Incentive Stock Plan as amended was filed as Exhibit 10.11 to our Report on Form 10-K for the year ended August 31, 1996	*/M
10.9	Robbins & Myers, Inc. 1995 Stock Option Plan for Non-Employee Directors was filed as Exhibit 10.12 to our Report on Form 10-K for the year ended August 31, 1996	*/M
10.10	Robbins & Myers, Inc. Senior Executive Annual Cash Bonus Plan as amended through October 5, 2007	F/M
10.11	Robbins & Myers, Inc. 1999 Long-Term Incentive Stock Plan was filed as Exhibit 4.3 to our Registration Statement on Form S-8 (File No. 333-35856)	*/M

10.12	Robbins & Myers, Inc. 2004 Stock Incentive Plan as amended through October 4, 2007	F/M
10.13	Letter Agreement between Robbins & Myers, Inc. and Christopher M. Hix, dated July 17, 2006 was filed as an Exhibit to our Current Report on Form 8-K filed on July 17, 2006	*/M
10.14	Employment Agreement between Robbins & Myers, Inc. and Peter C. Wallace as amended through October 5, 2007 and dated November 9, 2007.	F/M
10.15	Form of Executive Officer Change of Control Agreement as amended through October 5, 2007 entered into with each of Gary S. Brewer, Kevin J. Brown, Christopher M Hix, and Saeid Rahimian	F/M
10.16	2006 Executive Supplemental Retirement Plan, effective August 31, 2006, and as amended through October 5, 2007	F/M
10.17	Asset and Share Purchase Agreement, dated February 28, 2006, among Robbins & Myers, Inc., Romaco International B.V., and Romaco Pharmatechnik GmbH and Coesia, S.p.A. was filed as an Exhibit to our Current Report on Form 8-K filed on March 3, 2006	*
10.18	Form of Option Award Agreement under Robbins & Myers, Inc. 2004 Stock Incentive Plan approved by the Compensation Committee of Board of Directors of Robbins & Myers, Inc. on October 5, 2007	F/M
10.19	Form of Award Agreement for Restricted Share Award under Robbins & Myers, Inc. 2004 Stock Incentive Plan approved by the Compensation Committee of Board of Directors of Robbins & Myers, Inc. on October 5, 2007	F/M
10.20	Form of Award Agreement for Performance Share Award under Robbins & Myers, Inc. 2004 Stock Incentive Plan approved by the Compensation Committee of Board of Directors of Robbins & Myers, Inc. on October 5, 2007	F/M
10.21	Award Agreement for Performance Share Award to Peter C. Wallace under Robbins &Myers, Inc. 2004 Stock Incentive Plan approved by the Compensation Committee of Board of Directors of Robbins & Myers, Inc. on October 6, 2005 was filed as an Exhibit to our Current Report on Form 8-K filed on October 11, 2005	*/M

61

(14)	CODE OF CONDUCT
		14.1	Robbins & Myers, Inc. Code of Business Conduct was filed as Exhibit 14.1 to our Report on Form 10-K for the year ended August 31, 2006	*
(21)	SUBSIDIARIES OF THE REGISTRANT
		21.1	Subsidiaries of Robbins & Myers, Inc.	F
(23)	CONSENTS OF EXPERTS AND COUNSEL
		23.1	Consent of Ernst & Young LLP	F
(24)	POWER OF ATTORNEY
		24.1	Powers of Attorney of any person who signed this Report on Form 10-K on behalf of another pursuant to a Power of attorney	F
(31)	RULE 13A–14(A) CERTIFICATIONS
		31.1	Rule 13a-14(a) CEO Certification	F
		31.2	Rule 13a-14(a) CFO Certification	F
(32)	SECTION 1350 CERTIFICATIONS
		32.1	Section 1350 CEO Certification	F
		32.2	Section 1350 CFO Certification	F
	“F”		Indicates Exhibit is being filed with this Report.
	"*”		Indicates that Exhibit is incorporated by reference in this Report from a previous filing with the Commission. Unless otherwise indicated, all incorporated items are incorporated from SEC File No. 000-288.
	“R”		Instrument with respect to indebtedness that does not exceed 10% of the Company’s total assets which is not being filed, but will be furnished to the Commission upon its request.
	“M”		Indicates management contract or compensatory arrangement.

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EX-3.1

EXHIBIT 3.1

AMENDED ARTICLES OF INCORPORATION

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ROBBINS & MYERS, INC.

FIRST: The name of the corporation is Robbins & Myers, Inc.

SECOND: The principal office of the corporation shall be located in Beavercreek Township, Greene County, Ohio.

THIRD: The purposes for which it is formed are:

     To manufacture, buy, sell, lease, exchange, dispose of or otherwise deal in all kinds of machinery, engineering, and hardware specialties, electrical motors, devices and apparatus of every kind; to carry on a general manufacturing business; and to transact any business incidental to the foregoing purposes.

FOURTH: The number of authorized shares of the corporation is 40,000,000 Common Shares without par value.

FIFTH: Without derogation from any other power to purchase shares of the corporation as permitted by law, the corporation, by action of its directors, may purchase any issued shares to the extent of surplus available for cash dividends.

SIXTH: Any meeting of the shareholders except the annual meeting or other meeting called to elect directors may be held outside of Ohio.

SEVENTH: These Amended Articles of Incorporation shall supersede and take the place of the heretofore existing Amended Articles of Incorporation and amendments thereto.

EIGHTH: No holder of shares of any class of the corporation shall, as such holder, have any pre-emptive rights to subscribe for or purchase shares of any class of shares of the corporation now or hereafter authorized, or to purchase or subscribe for securities convertible into or exchangeable for shares of the corporation or to which shall be attached or appertain any warrants or rights entitling the holder thereof to subscribe for or purchase shares of the corporation.

EX-10.4

EXHIBIT 10.4

(As Amended and Restated Through October 5, 2007)

ROBBINS & MYERS, INC.
EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN

     ROBBINS & MYERS, INC. (the “Company”) agrees to provide each Executive, in consideration of his continued employment, a supplemental retirement benefit under the terms described below.

     The Company expressly intends that this program constitute an unfunded, nonqualified program of deferred compensation for specified key management or highly compensated employees as described in the Employee Retirement Income Security Act of 1974, as amended.

SECTION 1

Definitions

     1.1 “Beneficiary” means the person, persons or entity designated by the Executive to receive death benefits under this Plan. A Beneficiary designation will be effective only when a signed and dated Beneficiary designation form is submitted by the Executive to the Committee. A designation of Beneficiary may be revoked or amended by the Executive, in writing, at any time. If there is no effective designation, an Executive’s Beneficiary will be the person entitled to receive his death benefits under the Qualified Plan or, if there is no such person, his estate.

     1.2 “Board of Directors” means the Company’s board of directors.

     1.3 “Committee” means the compensation committee of the Company.

     1.4 “Executive” means a salaried employee of the Company who is covered under the Qualified Plan, is a key management or highly compensated employee of the Company or an affiliate, and who has been designed and approved by the Committee as a participant in this Plan.

     1.5 “Plan” means the Robbins & Myers, Inc. Executive Supplemental Retirement Plan.

     1.6 “Qualified Plan” means the Robbins & Myers, Inc. Cash Balance Pension Plan, a tax-qualified employee defined benefit pension plan sponsored by the Company, of which the Executive is or has been a member.

     1.7 “Supplement One to the Qualified Plan” means the Supplement One to the Qualified Plan that covers all corporate employees of Robbins & Myers, Inc. and Moyno, Inc. employees who either (1) were covered under the Robbins & Myers, Inc. Pension Plan as of September 30, 1999, or (2) would have become eligible to participate in the Pension Plan as of December 31, 1999.

     1.8 “Supplemental Pension” means the payments under this Plan.

SECTION 2

Supplemental Pension

2.1 Normal Retirement.

     (a) If an Executive who is covered under Supplement One to the Qualified Plan terminates employment with the Company on or after his Normal Retirement Date (as defined in the Qualified Plan), his Supplemental Pension as of any date is an amount that (when expressed as a single life annuity) is equal to:

(1)	the Executive’s accrued benefit in the Qualified Plan, determined in accordance with the provisions of the Qualified Plan as in effect on that date, but assuming, for purposes of this computation, that (i) Sections 415 and 401(a)(17) of the Code had not been enacted; and (ii) Credited Service is determined in accordance with Exhibit A to this Plan;
	reduced by
(2)	the Executive’s accrued benefit in the Qualified Plan determined in accordance with the provisions of the Qualified Plan as in effect on that date.

     (b) If an Executive who is not covered under Supplement One to the Qualified Plan terminates employment with the Company on or after his Normal Retirement Date (as defined in the Qualified Plan), his Supplemental Pension as of any date is an amount that (when expressed as a single life annuity) is equal to:

(1)	the Executive’s accrued benefit in the Qualified Plan, determined in accordance with the provisions of the Qualified Plan as in effect on that date, but assuming for purposes of this computation that (i) Sections 415 and 401(a)(17) of the Code has not be enacted; and (2) his final account balance is multiplied by the percentage listed for the Executive in accordance with Exhibit B to this Plan;
	reduced by
(2)	the Executive’s accrued benefit in the Qualified Plan determined in accordance with the provisions of the Qualified Plan as in effect on that date.

     (c) The Executive will receive the Actuarial Equivalent (as defined in the Qualified Plan) of the benefit described in this Section 2.1 in a single lump sum on the first day of the 14th calendar month following the Executive’s termination of employment on or after his Normal Retirement Date.

2

     2.2 Early Retirement. If the Executive terminates employment with the Company on or after his Early Retirement Date (as defined in the Qualified Plan), the Executive will receive a Supplemental Pension equal to the benefit described under Section 2.1 of this Plan, reduced in the same manner as though the payments were made to the Executive under the Qualified Plan. If the Compensation Committee of the Company so determines in its sole and absolute discretion, benefits payable under this Plan, for an Executive who terminates employment with the Company on or after his 55th birthday with at least 10 years of Vesting Service (as defined in the Qualified Plan), may be calculated without the reduction described above. The Executive will receive the Actuarial Equivalent (as defined in the Qualified Plan) of the benefit described in this Section 2.2 in a single lump sum on the first day of the 14th calendar month following the Executive’s termination of employment on or after his Early Retirement Date (as defined in the Qualified Plan).

     2.3 Disability. If the Executive becomes Disabled (as defined in the Qualified Plan) before terminating employment with the Company, he will receive a Supplemental Pension equal to the benefit described in Section 2.1 of this Plan. The Supplemental pension shall be calculated as though the Executive continued to receive the same rate of compensation he or she was receiving immediately prior to his or her disability and as though he or she continued to earn Credited Service (as defined in Supplement One to the Qualified Plan) from the date of his or her disability until his or her Normal Retirement Date. The Executive will receive the Actuarial Equivalent (as defined in the Qualified Plan) of the benefit described in this Section 2.2 in a single lump sum on the first day of the 14th calendar month following the determination of the Executive’s disability. Notwithstanding the above and effective as of October 5, 2007, the term “Disabled” means the condition whereby an Executive (i) is unable to engage in any substantial activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve months; or (ii) is, by reason of any medically determinable physical or mental impairment that can be expected to last for a continuous period of not less than twelve months, receiving income replacement benefits for a period of not less than three months under an accident and health plan of the Company.

     2.4 Death. If the Executive dies before his Supplemental Pension payments begin under this Plan, the Executive’s Beneficiary will receive a benefit, paid in the form of a lump sum, within 90 days after the death of the Executive. The amount of the death benefit to which the Executive’s Beneficiary is entitled under this Plan is the Actuarial Equivalent (as defined in the Qualified Plan) of the Supplemental Pension payable to the Executive under this Plan as though the Executive had reached his Normal Retirement Date on the day immediately preceding his date of death.

     2.5 Termination for Other Reasons. If the Executive terminates employment with the Company for any reason other than death or disability prior to his Early Retirement Date and before he has earned a nonforfeitable right to 100% of his benefits under the Qualified Plan, he will irrevocably forfeit all benefits under this program. If the Executive terminates employment with the Company for any reason other than death or disability prior to his Early Retirement Date and after he has earned a nonforfeitable right to 100% of his benefits under the Qualified Plan, he

3

will receive the benefit described in Section 2.1 in a single lump sum on the first day of the 14th calendar month following the later of the Executive’s termination of employment or the Participant’s 65th birthday.

     2.6 Form and Timing of Supplemental Benefit Payment. An Executive may elect to defer the payment of his or her Supplemental Benefit until a date later than and in a form different from than specified in Section 2.1, 2.2, 2.3 or 2.5 by executing a Subsequent Deferral Election and delivering the Subsequent Deferral Election to the Secretary of the Company not less than 12 months prior to the date on which payment is to begin pursuant to Section 2.1, 2.2, 2.3 or 2.5. A Subsequent Deferral Election must provide that all payments with respect to which the Subsequent Deferral Election is made will be deferred for a period of not less than five years from the date such payments would otherwise have been made. A Subsequent Deferral Election shall be irrevocable. In no event may a Subsequent Deferral Election result in the acceleration of any payment under the Plan, except as may be permitted by Treasury Regulations issued under Section 409A of the Code.

SECTION 3

Risk of Forfeiture

     If the Executive, without the express prior written consent of the Company, directly or indirectly, individually or as an agent, officer, director, employee, consultant, shareholder, or partner engages in any business or enterprise which is in Competition with the Company (as defined below) during the time of the Executive’s employment with the Company or any of its affiliates or at any time thereafter, all benefits accrued under this supplemental retirement plan will be forfeited permanently and payment of benefits, if begun, will stop.

     As used in this Section, (i) the words “Competition with the Company” include competition with the Company or any subsidiary or affiliate of the Company, or any of the successors or assigns of the business of any of them (the “Company Group”), and (ii) a business or enterprise will be in Competition with the Company if it is engaged, in any state in the United States in which any products of any member of the Company Group are then marketed or in any foreign country in which such products are then marketed, in manufacturing, designing, engineering, assembling or distributing pumps, oil field power sections, industrial mixers and agitators, glass-lined reactor and storage vessels, or valves. However, this section will not prevent the Executive from (i) being employed by or serving as an officer of or consultant to any subsidiary or division of a business or enterprise in Competition with the Company if that subsidiary or division is not itself in Competition with the Company; or (ii) purchasing or holding for investment less than 2% of the shares of any corporation regularly traded either on a national securities exchange or in the over-the-counter market.

     The Executive also will forfeit any benefits accrued under this supplemental retirement plan and payment of benefits, if begun, will stop if the Executive, without the express prior written consent of the Company, discloses, misappropriates, or makes available to anyone outside the Company at any time, either during the Executive’s employment with the Company or any of its affiliates or subsequent to termination of employment, any trade secrets or confidential information belonging to the Company or any of its affiliates. As used in this Section, “confidential information” includes, but is not limited to, business systems, methods, policies, procedures, manuals, promotional materials, price lists, pricing policies, order forms,

4

contracts, agreements, invoices, receipts, messages, memoranda, circulars, bulletins, sales records for any assigned territory, sale and delivery schedules, customer lists, customer files, customer credit terms and information, any records regarding the solicitation of orders, past, present or prospective orders to the extent that any of these items are used by the Company or any of its affiliates and which became known to the Executive by reason of his employment.

SECTION 4

Administration

     The Committee is responsible for the general interpretation and administration of this Plan and the carrying out of its provisions, and has all rights and powers required in that connection.

SECTION 5

Nature of Benefits

     A participant in this Plan shall not, by virtue of his participation in this Plan, have any right, title or interest in any asset of the Company. The obligation of the Company to make payments under this Plan is an unsecured promise of the Company to pay benefits as they become due.

SECTION 6

General Provisions

     6.1 Non-Alienation of Benefits. Benefits payable under this Plan may not be anticipated, assigned (either at law or in equity), alienated, pledged, encumbered or subjected to attachment, garnishment, levy, execution or other legal or equitable process.

     6.2 Taxes. Any taxes required to be withheld by any federal, state or local government will be deducted from payments due under this Plan, and paid on behalf of the Executive to the appropriate taxing authority.

     6.3 Amendment; Termination. The Board of Directors may from time to time amend this Plan, or any provision thereof, in such respects as the Board of Directors may deem advisable except that no amendment to this Plan may be adopted which would adversely affect the rights of any participant under this Plan unless the Executive consents in writing to the amendment. When an Executive terminates employment with the Company, he will cease to earn additional benefits under this Plan, except as provided in Section 2.3. If the Executive is reemployed after terminating employment with the Company (whether or not he incurs a Break-in-Service as defined in the Qualified Plan), he may earn benefits attributable to his subsequent period of employment only if the Committee again extends this Plan to him.

     6.4 Non-duplication. No Executive may receive a benefit under this Plan if he receives a benefit under the Robbins & Myers, Inc. Executive Supplemental Pension Program.

     6.5 Successor; Binding Agreement. This Plan and the obligations hereunder are binding on the Company and its successors and assigns. In the case of a merger, consolidation, sale of all or substantially all of its assets, liquidation or other reorganization of the Company under circumstances in which a successor person, firm or company (a) continues all or a

5

substantial part of the Company’s business and (b) employs a substantial number of the Company’s employees, the successor will be substituted for the Company under this Plan. The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance reasonably satisfactory to Executive, to expressly assume and agree to perform this Plan in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place.

     6.6 Applicable Law. This Plan will be governed by and construed in accordance with the laws of the State of Ohio and the United States of America.

     6.7 Plan Not a Contract of Employment. Neither the adopting of this supplemental pension program nor the payment of any benefit gives any legal or equitable right to any person against the Company, any affiliate of the Company or their officers or employees except as provided in this document. Participation in the program does not give any Executive any right to continued employment.

     6.8 Claims Procedure. Any controversy or claim arising out of or relating to this Plan shall be filed with the Committee which shall make all determinations concerning such claim. Any decision by the Committee denying such claim shall be in writing and shall be delivered to all parties in interest. Such decision shall set forth the reasons for denial in plain language. Pertinent provisions of the Plan shall be cited and, where appropriate, an explanation as to how the Executive can perfect the claim will be provided. This notice of denial of benefits will be provided within 90 days of the Committee’s receipt of the Executive’s claim for benefits. If the Committee fails to notify the Executive of its decision regarding his claim, the claim shall be considered denied, and the Executive shall then be permitted to proceed with his appeal as provided in this section.

          If the Executive has been completely or partially denied a benefit, the Executive shall be entitled to appeal this denial of his claim by filing a written statement of his position with the Committee no later than sixty (60) days after receipt of the written notification of such claim denial. The Committee shall schedule an opportunity for a full and fair review of the issue within thirty (30) days of receipt of the appeal.

          The decision on review shall set forth specific reasons for the decision, and shall cite specific references to the pertinent Plan provisions on which the decision is based.

          Following the Committee’s review of any additional information submitted by the Executive, either through the hearing process or otherwise, the Committee shall render a decision on its review of the appealed claim in the following manner:

     (a) The Committee shall make its decision regarding the merits of the appealed claim within sixty (60) days following its receipt of the request for review (or within 120 days after such receipt, in a case where there are special circumstances requiring extension of time for reviewing the appealed claim). The Committee shall deliver the decision to the Executive in writing. If an extension of time for reviewing the appealed claim is required because of special circumstances, written notice of the extension shall be furnished to the Executive prior to the commencement of the

6

extension. If the decision on review is not furnished within the prescribed time, the claim shall be deemed denied on review.

     (b) The decision on review shall set forth specific reasons for the decision, and shall cite specific references to the pertinent Plan provisions on which the decision is based.

IN WITNESS WHEREOF, Robbins & Myers, Inc. has executed this document this                      day of                    .

ROBBINS & MYERS, INC.

By:

Title:

7

AGREEMENT OF EXECUTIVE

     The undersigned hereby agrees to be designated as an Executive participating in the foregoing Robbins & Myers, Inc. Executive Supplemental Retirement Plan and to be bound by the terms and provision of said Plan.

Executive

Date:

EXHIBIT A

     For purposes of calculating an Executive’s benefit under Supplement One to the Plan, the following rules apply:

A. The amount of an Executive’s Credited Service shall be determined by multiplying the Executive’s Credited Service, as determined under the terms of the Qualified Plan, by the percentage set forth in the following table:

Daniel Duval	150	%
Gerald L. Connelly	150	%
George M. Walker	130	%
Hugh E. Becker	130	%
Kevin J. Brown	130	%

In no event shall the total Credited Service of an Executive exceed 35 years after application of the above table.

B. The amount of an Executive’s Final Average Earnings shall be calculated by including any elective deferred compensation for the applicable period.

EXHIBIT B

     For purposes of calculating the Plan benefit of an Executive covered under the cash balance portion of the Qualified Plan, the following rule applies:

The amount of the Executive’s benefit shall be determined by multiplying the Executive’s final account balance as determined under the cash balance portion of the Qualified Plan, by the percentage set forth below:

Milton Hernandez	130	%
Peter C. Wallace	150	%
Saeid Rahimian	130	%
John R. Beatty	130	%

8

EX-10.5

EXHIBIT 10.5

(As Amended and Restated Through October 5, 2007)

ROBBINS & MYERS, INC.

EXECUTIVE SUPPLEMENTAL PENSION PLAN

     ROBBINS & MYERS, INC. (the “Company”) agrees to provide each Executive, in consideration of his continued employment, a supplemental retirement benefit under the terms described below.

     The Company expressly intends that this program constitute an unfunded, nonqualified program of deferred compensation for specified key management or highly compensated employees as described in the Employee Retirement Income Security Act of 1974, as amended.

SECTION 1

Definitions

     1.1 Beneficiary means the person, persons or entity designated by the Executive to receive death benefits under this Plan. A Beneficiary designation will be effective only when a signed and dated Beneficiary designation form is submitted by the Executive to the Committee. A designation of Beneficiary may be revoked or amended by the Executive, in writing, at any time. If there is no effective designation, an Executive’s Beneficiary will be the person entitled to receive his death benefits under the Qualified Plan or, if there is no such person, his estate.

     1.2 Board of Directors means the Company’s board of directors.

     1.3 Committee means the compensation committee of the Company.

     1.4 Executive means a salaried employee of the Company who is covered under the Qualified Plan, is a key management or highly compensated employee of the Company or an affiliate, and who has been designated and approved by the Committee as a participant in the Plan.

     1.5 Plan means the Robbins & Myers, Inc. Executive Supplemental Pension Plan.

     1.6 Qualified Plan means the Robbins & Myers, Inc. Cash Balance Pension Plan, including Supplements, a tax-qualified employee defined benefit pension plan sponsored by the Company, of which the Executive is or has been a member. [Effective October 1, 1999, the Robbins & Myers, Inc. Pension Plan merged into the Robbins & Myers, Inc. Cash Balance Plan for Salaried Employees of Chemineer, Pfaudler and Edlon. The merged plan is named the Robbins & Myers, Inc. Cash Balance Pension Plan. Supplement One to the merged plan applies to those Executives covered under the Robbins & Myers, Inc. Pension Plan.]

     1.7 Supplemental Pension means the payments under this Plan.

-1-

SECTION 2

Supplemental Pension

     2.1 Normal Retirement. If the Executive terminates employment with the Company on or after his Normal Retirement Date (as defined in the sections of the Qualified Plan applicable to the Executive’s benefits), his Supplemental Pension as of any date is an amount that (when expressed as a single life annuity) is equal to:

     (a) the Executive’s accrued benefit in the Qualified Plan, determined in accordance with the provisions of the Qualified Plan applicable to the Executive’s benefit calculations as in effect on that date, but assuming, for purposes of this computation, that (i) Sections 415 and 401(a)(17) of the Code had not been enacted;

     reduced by

     (b) the Executive’s accrued benefit in the Qualified Plan determined in accordance with the provisions of the Qualified Plan applicable to the Executive’s benefit computation, as in effect on that date.

The Executive will receive the Actuarial Equivalent (as defined in the Qualified Plan) of the benefit described in this Section 2.1 in a single lump sum on the first day of the 14th calendar month following the Executive’s termination of employment on or after his Normal Retirement Date.

     2.2 Early Retirement. If the Executive terminates employment with the Company on or after his Early Retirement Date (as defined in the section of the Qualified Plan applicable to the Executive’s benefit computation), the Executive will receive a Supplemental Pension equal to the benefit described under Section 2.1 of this Plan; provided, if benefits under this section commence prior to the Executive’s Normal Retirement Date, payments shall be reduced in the same manner as though made to the Executive in accordance with the Early Retirement provisions of the Qualified Plan applicable to the Executive’s benefit computation, as in effect on the date payments under this sections are to begin. The Executive will receive the Actuarial Equivalent (as defined in the Qualified Plan) of the benefit described in this Section 2.2 in a single lump sum on the first day of the 14th calendar month following the Executive’s termination of employment on or after his Early Retirement Date (as defined in the Qualified Plan).

     2.3 Disability. If the Executive becomes Disabled (as defined in the Qualified Plan) before terminating employment with the Company, he will receive a Supplemental Pension equal to the benefit described in Section 2.1 of this Plan. The Supplemental Pension shall be calculated as though the Executive continued to receive the same rate of compensation he or she was receiving immediately prior to his or her disability and as though (i) if the Executive is covered under Supplement One to the Plan, he or she continued to earn Credited Service (as defined in Supplement One to the Qualified Plan) or (ii) if the Executive is not covered under Supplement One to the Qualified Plan, he continued to receive pay-based credits (as defined in

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the Qualified Plan) from the date of his or her disability until his or her Normal Retirement Date. The Executive will receive the Actuarial Equivalent (as defined in the Qualified Plan) of the benefit described in this Section 2.3 in a single lump sum on the first day of the 14th calendar month following the determination of the Executive’s disability. Notwithstanding the above and effective as of October 5, 2007, the term “Disabled” means the condition whereby an Executive (i) is unable to engage in any substantial activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve months; or (ii) is, by reason of any medically determinable physical or mental impairment that can be expected to last for a continuous period of not less than twelve months, receiving income replacement benefits for a period of not less than three months under an accident and health plan of the Company.

     2.4 Death. If the Executive dies before his Supplemental Pension payments begin under this Plan, the Executive’s Beneficiary will receive a benefit, paid in the form of a lump sum, within 90 days after the death of the Executive. The amount of the death benefit to which the Executive’s Beneficiary is entitled under this Plan is the Actuarial Equivalent (as defined in the Qualified Plan) of the Supplemental Pension payable to the Executive under this Plan as though the Executive had reached his Normal Retirement Date on the day immediately preceding his date of death.

     2.5 Termination for Other Reasons. If the Executive terminates employment with the Company for any reason other than death or disability prior to his Early Retirement Date and before he has earned a nonforfeitable right to 100% of his benefits under the Qualified Plan, he will irrevocably forfeit all benefits under this program. If the Executive terminates employment with the Company for any reason other than death or disability prior to his Early Retirement Date and after he has earned a nonforfeitable right to 100% of his benefits under the Qualified Plan, he will receive the Actuarial Equivalent (as defined in the Qualified Plan) of the benefit described in Section 2.1 in a single lump sum on the first day of the 14th calendar month following the later of the Executive’s termination of employment or the Participant’s 65th birthday.

     2.6 Subsequent Deferral Election. An Executive may elect to defer the payment of his or her Supplemental Benefit until a date later than and in a form different from than specified in Section 2.1, 2.2, 2.3 or 2.5 by executing a Subsequent Deferral Election and delivering the Subsequent Deferral Election to the Secretary of the Company not less than 12 months prior to the date on which payment is to begin pursuant to Section 2.1, 2.2, 2.3 or 2.5. A Subsequent Deferral Election must provide that all payments with respect to which the Subsequent Deferral Election is made will be deferred for a period of not less than five years from the date such payments would otherwise have been made. A Subsequent Deferral Election shall be irrevocable. In no event may a Subsequent Deferral Election result in the acceleration of any payment under the Plan, except as may be permitted by Treasury Regulations issued under Section 409A of the Code.

SECTION 3

Risk of Forfeiture

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     If the Executive, without the express prior written consent of the Company, directly or indirectly, individually or as an agent, officer, director, employee, consultant, shareholder, or partner engages in any business or enterprise which is in Competition with the Company (as defined below) during the time of the Executive’s employment with the Company or any of its affiliates or at any time thereafter, all benefits accrued under this supplemental retirement plan will be forfeited permanently and payment of benefits, if begun, will stop.

     As used in this Section, (i) the words “Competition with the Company” include competition with the Company or any subsidiary or affiliate of the Company, or any of the successors or assigns of the business of any of them (the “Company Group”), and (ii) a business or enterprise will be in Competition with the Company if it is engaged, in any state in the United States in which any products of any member of the Company Group are then marketed or in any foreign country in which such products are then marketed, in manufacturing, designing, engineering, assembling or distributing pumps, oil field power sections, industrial mixers and agitators, glass-lined reactor and storage vessels, or valves. However, this section will not prevent the Executive from (i) being employed by or serving as an officer of or consultant to any subsidiary or division of a business or enterprise in Competition with the Company if that subsidiary or division is not itself in Competition with the Company; or (ii) purchasing or holding for investment less than 2% of the shares of any corporation regularly traded either on a national securities exchange or in the over-the-counter market.

     The Executive also will forfeit any benefits accrued under this supplemental retirement plan and payment of benefits, if begun, will stop if the Executive, without the express prior written consent of the Company, discloses, misappropriates, or makes available to anyone outside the Company at any time, either during the Executive’s employment with the Company or any of its affiliates or subsequent to termination of employment, any trade secrets or confidential information belonging to the Company or any of its affiliates. As used in this Section, “confidential information” includes, but is not limited to, business systems, methods, policies, procedures, manuals, promotional materials, price lists, pricing policies, order forms, contracts, agreements, invoices, receipts, messages, memoranda, circulars, bulletins, sales records for any assigned territory, sale and delivery schedules, customer lists, customer files, customer credit terms and information, any records regarding the solicitation of orders, past, present or prospective orders to the extent that any of these items are used by the Company or any of its affiliates and which became known to the Executive by reason of his employment.

SECTION 4

Administration

     The Committee is responsible for the general interpretation and administration of this Plan and the carrying out of its provisions, and has all rights and powers required in that connection.

SECTION 5

Nature of Benefits

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A participant in this Plan shall not, by virtue of his participation in this Plan, have any right, title or interest in any asset of the Company. The obligation of the Company to make payments under this Plan is an unsecured promise of the Company to pay benefits as they become due.

SECTION 6

General Provisions

     6.1 Non-Alienation of Benefits. Benefits payable under this Plan may not be anticipated, assigned (either at law or in equity), alienated, pledged, encumbered or subjected to attachment, garnishment, levy, execution or other legal or equitable process.

     6.2 Taxes. Any taxes required to be withheld by any federal, state or local government will be deducted from payments due under this Plan, and paid on behalf of the Executive to the appropriate taxing authority.

     6.3 Amendment; Termination. The Board of Directors may from time to time amend this Plan, or any provision thereof, in such respects as the Board of Directors may deem advisable except that no amendment to this Plan may be adopted which would adversely affect the rights of any participant under this Plan unless the Executive consents in writing to the amendment. When an Executive terminates employment with the Company, he will cease to earn additional benefits under this Plan, except as provided in Section 2.3. If the Executive is reemployed after terminating employment with the Company (whether or not he incurs a Break-in-Service as defined in the Qualified Plan), he may earn benefits attributable to his subsequent period of employment only if the Committee again extends this Plan to him.

     6.4 Non-duplication. No Executive may receive a benefit under this Plan if he receives a benefit under the Robbins & Myers, Inc. Executive Supplemental Retirement Plan.

     6.5 Successor; Binding Agreement. This Plan and the obligations hereunder are binding on the Company and its successors and assigns. In the case of a merger, consolidation, sale of all or substantially all of its assets, liquidation or other reorganization of the Company under circumstances in which a successor person, firm or company (a) continues all or a substantial part of the Company’s business and (b) employs a substantial number of the Company’s employees, the successor will be substituted for the Company under this Plan. The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance reasonably satisfactory to Executive, to expressly assume and agree to perform this Plan in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place.

     6.6 Applicable Law. This Plan will be governed by and construed in accordance with the laws of the State of Ohio and the United States of America.

     6.7 Plan Not a Contract of Employment. Neither the adopting of this supplemental pension program nor the payment of any benefit gives any legal or equitable right to any person against the Company, any affiliate of the Company or their officers or employees except as

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provided in this document. Participation in the program does not give any Executive any right to continued employment.

     6.8 Claims Procedure. Any controversy or claim arising out of or relating to this Plan shall be filed with the Committee which shall make all determinations concerning such claim. Any decision by the Committee denying such claim shall be in writing and shall be delivered to all parties in interest. Such decision shall set forth the reasons for denial in plain language. Pertinent provisions of the Plan shall be cited and, where appropriate, an explanation as to how the Executive can perfect the claim will be provided. This notice of denial of benefits will be provided within 90 days of the Committee’s receipt of the Executive’s claim for benefits. If the Committee fails to notify the Executive of its decision regarding his claim, the claim shall be considered denied, and the Executive shall then be permitted to proceed with his appeal as provided in this section.

     If the Executive has been completely or partially denied a benefit, the Executive shall be entitled to appeal this denial of his claim by filing a written statement of his position with the Committee no later than sixty (60) days after receipt of the written notification of such claim denial. The Committee shall schedule an opportunity for a full and fair review of the issue within thirty (30) days of receipt of the appeal.

     The decision on review shall set forth specific reasons for the decision, and shall cite specific references to the pertinent Plan provisions on which the decision is based.

     Following the Committee’s review of any additional information submitted by the Executive, either through the hearing process or otherwise, the Committee shall render a decision on its review of the appealed claim in the following manner:

     (a) The Committee shall make its decision regarding the merits of the appealed claim within sixty (60) days following its receipt of the request for review (or within 120 days after such receipt, in a case where there are special circumstances requiring extension of time for reviewing the appealed claim). The Committee shall deliver the decision to the Executive in writing. If an extension of time for reviewing the appealed claim is required because of special circumstances, written notice of the extension shall be furnished to the Executive prior to the commencement of the extension. If the decision on review is not furnished within the prescribed time, the claim shall be deemed denied on review.

     (b) The decision on review shall set forth specific reasons for the decision, and shall cite specific references to the pertinent Plan provisions on which the decision is based.

     IN WITNESS WHEREOF, Robbins & Myers, Inc. has executed this document this                      day of                                         .

ROBBINS & MYERS, INC.

By:

Title:

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AGREEMENT OF EXECUTIVE

     The undersigned hereby agrees to be designated as an Executive participating in the foregoing Robbins & Myers, Inc. Executive Supplemental Pension Plan and to be bound by the terms and provision of said Plan.

Executive

Date:

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EX-10.10

EXHIBIT 10.10

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 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

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       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.

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

       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

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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.

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). Notwithstanding any other provision of the Plan, payment of each Award must be made no later than the 15th day of the third month immediately following the later of (a) the end of the Company’s fiscal year or (b) the end of the participant’s tax year during which the Award is earned.

       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.

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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.

10. GOVERNING LAW

       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.

      (1) Amended on October 5, 2007 to conform to the requirements of Section 409A of the Internal Revenue Code.

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EX-10.12

EXHIBIT 10.12

(As Amended and Restated Through October 5, 2007)

ROBBINS & MYERS, INC.
2004 STOCK INCENTIVE PLAN AS AMENDED

Section 1. Purpose

     The purpose of the Plan is to promote the long-term success of the Company by providing financial incentives to persons who are in positions to make significant contributions toward the Company’s success. The Plan is designed to attract individuals of outstanding ability to employment or other service with the Company and its subsidiaries and to encourage them to acquire 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 their period of employment or other service with the Company.

Section 2. Definitions

     Wherever the following capitalized terms are used in this Plan, they shall have the meanings specified below.

     (a) “Award” means an award of an Option, Restricted Share Award, Share Unit Award, Performance Award or Share Award granted under the Plan.

     (b) “Award Agreement” means an agreement entered into between the Company and a Participant setting forth the terms and conditions of an Award granted to a Participant.

     (c) “Board” means the Board of Directors of the Company.

     (d) “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.

     (e) “Code” means the Internal Revenue Code of 1986, as amended.

     (f) “Committee” means the committee referred to in Section 4.

     (g) “Common Shares” means the common shares, without par value, of the Company.

     (h) “Company” means Robbins & Myers, Inc., an Ohio corporation, and when used with reference to employment of a Participant or services as a director, Company includes any Subsidiary of the Company.

     (i) “Date of Grant” means the date on which an Award under the Plan is made by the Committee, or such later date as the Committee may specify to be the effective date of the Award.

     (j) “Disability” means that because of an injury or sickness the Participant is unable to perform any occupation for which the Participant is qualified, or may reasonably become qualified, by reason of education, training, or experience, whether or not a job involving such occupation is available with the Company.

     (k) “Early Retirement” means retiring after having reached age 55 and having 10 years of service or retiring after reaching age 55 with the consent of the Committee.

     (l) “Eligible Person” means any person who is an employee, officer, or director of the Company or any Subsidiary or any person who is determined by the Committee to be a prospective employee, officer, or director of the Company or any Subsidiary and who becomes such an employee, officer or director within six months of the Date of Grant.

     (m) “Fair Market Value” means the closing price of a Common Share on the date when the value of a Common Share is to be determined, as reported on the New York Stock Exchange-Composite Transactions Tape; or, if no sale of Common Shares is reported on such date, then the next preceding date on which a sale occurred; or if the Common Shares are no longer listed on such 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.

     (n) “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.

     (o) “Incentive Stock Option” means an Option that is an Incentive Stock Option, as defined in Section 422 of the Code.

     (p) “Nonqualified Stock Option” means an Option that is not an Incentive Stock Option.

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     (q) “Normal Retirement” means retiring after having reached age 65.

     (r) “Option” means a right to purchase Common Shares at a specified price; “Optionee” means the holder of an Option.

     (s) “Participant” means an Eligible Person who holds an outstanding Award.

     (t) “Performance Award” means an award under Section 8 under which a Participant has a right to receive Restricted Shares, Common 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.

     (u) “Plan” means the Robbins & Myers, Inc. 2004 Stock Incentive Plan as set forth herein and as amended from time to time.

     (v) “Restricted Share Award” means an Award under Section 7 under which a Participant receives Common Shares that are nontransferable and subject to substantial risk of forfeiture until specific conditions are met; “Restricted Shares” means Common Shares, which are the subject of a Restricted Share Award.

     (w) “Subsidiary” means an entity (whether or not a corporation) of which more than 50% of the voting stock in the case of a corporation, or other equity interest having voting power in the case of an entity that is not a corporation, is owned or controlled, directly or indirectly, by the Company.

     (x) “Section 162(m) Award” means any Award that is intended to qualify for the performance-based compensation exemption under Section 162(m)(4)(c) of the Code and the regulations promulgated thereunder.

     (y) “Share Award” means an Award under Section 10 entitling a Participant to Common Shares that are free of transfer restrictions and forfeiture conditions.

     (z) “Share Unit Award” means an Award under Section 9 entitling a Participant to a payment of a unit value based on the Fair Market Value of a Common Share.

     (aa) “Voting Shares” means any securities of the Company, which vote generally in the election of directors of the Company.

Section 3. Common Shares Subject to the Plan

     Section 3.1. Aggregate Limitation. The maximum number of Common Shares that may be issued pursuant to the Plan shall be One Million Two Hundred Thousand (1,200,000), subject to adjustment in accordance with Section 3.3. The Common Shares that may be issued pursuant to the Plan may be authorized and unissued Common Shares or Common Shares held in the Company’s treasury. To the extent that any Award payable in Common Shares is forfeited, cancelled, returned to the Company for failure to satisfy vesting requirements or upon the occurrence of other forfeiture events, or otherwise terminates without payment being made

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thereunder, the Common Shares covered thereby will no longer be charged against the foregoing maximum share limitation and may again be made subject to Awards under the Plan. In addition, if any Common Shares are exchanged by a Participant or withheld from a Participant as full or partial payment to the Company of the exercise price or tax withholding upon exercise or payment of an Award, then the number of Common Shares that shall be charged against the maximum number of Common shares that may be issued pursuant to the Plan shall be reduced by the number of Common Shares so exchanged or withheld. Any Awards settled in cash shall not be counted against the share limitation set forth in this Section 3.1.

     Section 3.2. Per Participant Limitations. The maximum number of Common Shares that may be granted as Awards to a Participant in any fiscal year of the Company is as follows:

     (a) With respect to Options, no more than 100,000 Common Shares may be subject to options granted in the year, subject to adjustment in accordance with Section 3.3;

     (b) With respect to Restricted Common Shares (not issued in connection with Performance Awards), no more than $500,000 in Common Shares, based on the Fair Market Value of the shares on the Date of Grant, may be awarded in the year;

     (c) With respect to Performance Awards, no more than $1,000,000 in Common Shares, based on the Fair Market Value of the shares on the Date of Grant, may be awarded in the year;

     (d) With respect to Share Unit Awards, no more than $500,000 in Share Unit Awards, based on the Fair Market Value of a Common Share on the Date of Grant, may be awarded in the year; and

     (e) With respect to Stock Awards, no more than $500,000 in Common Shares, based on the Fair Market Value of the shares on the Date of Grant, may be awarded in the year.

     Section 3.3. Adjustment in Share Limitations. Adjustment in Share Limitations. If there shall occur any recapitalization, reclassification, stock dividend, stock split, reverse stock split, other distribution with respect to the Common Shares other than a regular quarterly cash dividend, or other change in corporate structure affecting the Common Shares (each of the foregoing is hereinafter referred to as a “Corporate Transaction”), or any merger, reorganization, or consolidation, the Committee may, in the manner and to the extent that it deems appropriate and equitable to the Participants and consistent with the terms of this Plan, cause an adjustment to be made in (i) the maximum number and kind of shares provided in Section 3.1, (ii) the maximum number and kind of shares or units set forth in Sections 3.2, (iii) the number and kind of Common Shares, units, or other rights subject to then outstanding Awards, (iv) the price for each share or unit or other right subject to then outstanding Awards, (v) the performance measures or goals relating to an Award and (v) any other terms of an Award that are affected by the event. Notwithstanding the foregoing, to the extent that a Corporate Transaction involves a nonreciprocal transaction between the Company and its shareholders that causes the per-share value of the Common Shares underlying outstanding awards under this Plan to change, such as a stock dividend, stock split, spin-off, rights offering or recapitalization through a large,

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nonrecurring cash dividend (an “Equity Restructuring”), the Committee shall be required to make or provide for such adjustments set forth in the preceding sentence that, in its sole discretion, are required to equalize the value of the outstanding awards under this Plan before and after the Equity Restructuring. Notwithstanding the foregoing, in the case of Incentive Stock Options, any such adjustments shall be made in a manner consistent with the requirements of Section 424(a) of the Code.

     Section 3.4. Fractional Common Shares. No right to purchase, or to be issued fractional Common Shares, shall result from any adjustment in Awards pursuant to this Section 3. In the case of any such adjustment, the Common Shares subject to the Award shall be rounded down to the nearest whole share.

     Section 3.5. Merger or Other Reorganization. Any other provision of the Plan or an Award Agreement to the contrary notwithstanding, in the event the Company is a party to a merger or other reorganization, outstanding Awards shall be subject to the agreement of merger or reorganization. Such agreement may provide, without limitation, for the assumption of outstanding Awards by the surviving corporation or its parent, for their continuation by the Company (if the Company is a surviving corporation), for accelerated vesting and accelerated expiration, or for settlement in cash.

Section 4. Administration

     Section 4.1. 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. Solely to the extent deemed necessary or advisable by the Board, each director serving on the Committee shall be (i) a “non-employee director” within the meaning of Rule 16b-3 promulgated under the Securities Exchange Act of 1934, (ii) an “outside director” within the meaning of Code Section 162(m), and (iii) an “independent director” within the meaning of rules adopted by the New York Stock Exchange.

     Section 4.2. 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 Eligible Persons the persons to whom 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 measures in Section 11, and certifying whether the performance measures have been met; (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.

     Section 4.3. 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 Award thereunder.

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     Section 4.4. Interpretation and Construction. Section 162(m) Awards are intended to qualify as performance-based compensation within the meaning of Code Section 162(m)(4)(C). Any provision of the Plan that would prevent a Section 162(m) 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; Awards

     Section 5.1. Eligible Persons. The Committee may grant Awards to Eligible Persons.

     Section 5.2. Awards. Awards may be granted in any one or more combinations of (i) Incentive Stock Options, (ii) Nonqualified Stock Options, (iii) Restricted Share Awards, (iv) Performance Awards, (v) Stock Unit Awards, and (vi) Share Awards. All 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 Awards, the terms and provisions of Awards, and the written agreements evidencing Awards, need not be uniform and may be made selectively among Eligible Persons who receive, or are eligible to receive, Awards hereunder, whether or not such Eligible Persons are similarly situated.

     Section 5.3. Employment. The Plan and the Awards granted hereunder shall not confer upon any person the right to continued employment with the Company or affect in any way the right of the Company to terminate the employment of any person 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:

     Section 6.1. Option Price. The option price per Common Share with respect to each Option shall be determined by the Committee but shall not be less than the Fair Market Value of a Common Share on the Date of Grant.

     Section 6.2. 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 its Date of Grant.

     Section 6.3. Exercise of Option. Subject to the provisions of Section 6.4 relating to continuous employment or other service, an Option may be exercised with respect to all Common Shares covered thereby or may be exercised with respect to a specified number of Common Shares over a specified period or periods as determined by the Committee. Any Common 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 that was imposed by the Committee.

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     Section 6.4. Termination of Service. No Option may be exercised under the Plan after the Optionee’s employment or other service with the Company has terminated except that an Option may, subject to the ten year limitation at Section 6.2, be exercised (i) within 30 days after the Optionee’s employment or other service with the Company ceases, if the cause of cessation of employment or other service was other than retirement, disability, death or termination of employment or other service by the Company 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 or other service in the case of Normal Retirement, death or disability. After termination of employment or other service on account of disability, death, Early Retirement or Normal Retirement, Options may be exercised in full; in all other cases, after termination of employment or service, Options may be exercised only to the extent they could have been exercised on the date of the Optionee’s termination of employment or other service. Whether authorized leave of absence or absence for military or governmental service shall constitute a termination of employment or other service shall be determined by the Committee.

     Section 6.5. Additional Rules Applicable to Incentive Stock Options. Except as may otherwise be permitted by the Code, the following additional rules shall be applicable to Incentive Stock Options:

     (a) Eligibility. An Incentive Stock Option may only be granted to an Eligible Person who is considered an employee of the Company or any Subsidiary for purposes of Treasury Regulations applicable to Incentive Stock Options.

     (b) Annual Limits; Limits on Grants to Holders of 10% or More. No Incentive Stock Option shall be granted to a Participant as a result of which the aggregate Fair Market Value (determined as of the Date of Grant) of the Common Shares with respect to which Incentive Stock Options are exercisable for the first time in any calendar year under the Plan and any other stock option plans of the Company, any Subsidiary, or any parent corporation, would exceed $100,000, determined in accordance with Section 422(d) of the Code. This limitation shall be applied by taking Options into account in the order in which granted. To the extent that any Common Shares subject to an Option granted under the Plan are not eligible to subject to an Incentive Stock Option because of the foregoing limitations, the Common Shares shall be treated as being subject to a Nonqualified Stock Option granted under the Plan. In addition, no Incentive Stock Option shall be granted to an Eligible Person 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 Common 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.

     (c) Other Terms and Conditions; Nontransferability. Any Incentive Stock Option granted hereunder shall contain such additional terms and conditions, not inconsistent with the terms of this Plan, as are deemed necessary or desirable by the Committee, which terms, together with the terms of this Plan, shall be intended and interpreted to cause such Incentive Stock

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Option to qualify as an “incentive stock option” under Section 422 of the Code. An Incentive Stock Option shall by its terms be nontransferable other than by will, by the laws of descent and distribution, or by designation of a beneficiary pursuant to this Plan and shall be exercisable during the lifetime of a Participant only by such Participant or a Participant’s legal guardian as permitted under Section 422 of the Code.

     (d) Disqualifying Dispositions. If Common Shares acquired by exercise of an Incentive Stock Option are disposed of within two years following the Date of Grant or one year following the issuance of such shares to the Participant upon exercise, the Participant shall, promptly following such disposition, notify the Company in writing of the date and terms of such disposition and provide such other information regarding the disposition as the Company may reasonably require.

     Section 6.6. Option Exercise; Payment; Tax Withholding. Subject to such terms and conditions as shall be specified in an Award Agreement and the Plan, an Option may be exercised in whole or in part by notice in the form required by the Company, together with payment of the aggregate exercise price therefor. Unless otherwise specified in the Award Agreement, payment of the exercise price may be made as follows: (i) in cash, (ii) payment in Common Shares that have been held by the Participant for at least six months (or such other period as the Committee may deem appropriate for purposes of applicable accounting rules) by actual delivery of such Common Shares to the Company or by in accordance with the attestation procedure at Section 6.7, valued at the Fair Market Value of such shares on the date of exercise, (iii) by a delivery of a notice in the form acceptable to the Committee that the Participant has placed a market sell order (or similar instruction) with a broker with respect to Common Shares then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the exercise price (conditioned upon the payment of such net proceeds), (iv) by a combination of the methods described above, or (v) by such other method as may be approved by the Committee and set forth in the Award Agreement.

     Section 6.7 Attestation Procedure. If a Participant desires to pay the Option price by delivery of already-owned Common Shares, the Participant may either physically deliver the already-owned Common Shares or follow the attestation procedure set forth in this Section 6.7. To attest to the ownership of already-owned Common Shares, the Participant shall submit to the Company a signed statement at the time of exercise of an Option that (i) sets forth the number of Common Shares already-owned by the Participant that are to be used in payment of the Option price, (ii) confirms that the Participant is the owner of such payment shares, and (iii) if such payment shares are registered in the Participant’s name, sets forth the certificate numbers(s) of such payment shares. Such payment shares shall be treated as having been delivered to the Company by the Participant on the date of exercise, and the Company shall issue to the Participant a certificate for the number of Common Shares being purchased, less the number of payment shares. The Committee shall have the authority to amend the foregoing procedure from time to time or to limit its use in such manner as the Committee may in its discretion determine.

     Section 6.8. Repricing and Reloads Prohibited. Neither the Committee nor the Board shall cause the cancellation, substitution or amendment of an Option that would have the effect

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of reducing the exercise price of an Option previously granted under the Plan, except in accordance with an adjustment permitted under Section 3.3. No Option granted under the Plan may provide for the automatic grant of another Option upon the exercise of the underlying Option without further action by the Committee.

Section 7. Restricted Share Awards

     Section 7.1. Grant of Restricted Share Awards. A Restricted Share Award may be granted to any Eligible Person selected by the Committee. A Restricted Share Award granted to an Eligible Person represents Common Shares that are issued subject to such vesting and transfer restrictions as the Committee shall determine and set forth in an Award Agreement. The Committee may grant Restricted Share Awards that are Section 162(m) Awards, as well as Restricted Share Awards that are not Section 162(m) Awards.

     Section 7.2. Vesting Requirements. The restrictions imposed on shares granted under a Restricted Share Award shall lapse in accordance with the vesting requirements specified by the Committee in the Award Agreement, provided, however, that unless the vesting requirements are based on specified performance goals and measures set forth in the Award Agreement at the time of the Award or the Restricted Shares are issued in lieu of cash compensation, then the shares shall vest over a not less than three-year period, with up to one-third of the shares available for vesting on or after the first annual anniversary date of the date of Award, up to an additional one-third of the shares available for vesting on or after the second annual anniversary date, and the remaining shares subject to the Award being available for vesting on or after the third annual anniversary date. Notwithstanding the foregoing, a Restricted Share Award shall fully vest in the event of a Change of Control or the termination of the Participant’s employment as a result of disability or death. Such vesting requirements may be based on the continued employment or other service of the Participant with the Company or its Subsidiaries for a specified time period or periods. Such vesting requirements may also be based on the attainment of specified performance goals or measures established by the Committee in its sole discretion, but no performance period for the attainment of specified performance goals or measures shall be less than one year. In the case of any Restricted Share Award that is a Section 162(m) Award, any such performance-based vesting requirements shall be based upon the performance criteria identified in Section 11 hereof, and the terms of the Award shall otherwise comply with the requirements described in Section 11 hereof. If the vesting requirements of a Restricted Share Award shall not be satisfied, the Award shall be forfeited and returned to the Company.

     Section 7.3. Restrictions. Shares granted under any Restricted Share Award may not be transferred, assigned or subject to any encumbrance, pledge, or charge until all applicable restrictions are removed or have expired, unless otherwise allowed by the Committee. Failure to satisfy any applicable restrictions shall result in the subject shares of the Restricted Share Award being forfeited and returned to the Company. The Committee may require in an Award Agreement that certificates representing the shares granted under a Restricted Share Award bear a legend making appropriate reference to the restrictions imposed, and that certificates representing the shares granted under a Restricted Share Award will remain in the physical custody of the Company or an escrow holder until all restrictions are removed or have expired.

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     Section 7.4. Rights as a Shareholder. Subject to the foregoing provisions of this Section 7 and the applicable Award Agreement, the Participant will have all rights of a shareholder with respect to the shares granted to him under a Restricted Share Award, including the right to vote the shares and receive all dividends and other distributions paid or made with respect thereto, unless the Committee determines otherwise at the time the Restricted Share Award is granted.

     Section 7.5. Section 83(b) Election. If a Participant makes an election pursuant to Section 83(b) of the Code with respect to a Restricted Share Award, the Participant shall be required to file, within 30 days following the Date of Grant, a copy of such election with the Company and with the Internal Revenue Service, in accordance with the regulations under Section 83 of the Code. The Committee may provide in an Award Agreement that the Restricted Share Award is conditioned upon the Participant’s refraining from making an election with respect to the Award under Section 83(b) of the Code.

Section 8. Performance Awards

     Section 8.1. Grant of Performance Awards. The Committee may grant Performance Awards under the Plan which represent the right to receive a specified number Common Shares or their equivalent value, referred to herein as Performance Shares, if performance goals established by the Committee for a performance period are satisfied. The value of each Performance Share is equal to the Fair Market Value of a Common Share on any applicable date of determination. The Committee may grant Performance Awards that are Section 162(m) Awards, as well as Performance Awards that are not Section 162(m) Awards. At the time a Performance Award is granted, the Committee shall determine, in its sole discretion, the applicable performance period and performance goals to be achieved during the performance period, as well as such other conditions as the Committee deems appropriate. The performance goals applicable to a Performance Award grant may be subject to adjustments as the Committee shall deem appropriate to reflect significant unforeseen events, such as changes in law, accounting practices or unusual or nonrecurring items or occurrences. The Committee’s authority to make such adjustments shall be subject to such limitations as the Committee deems appropriate in the case of a Performance Award that is a Section 162(m) Award. In the case of any Performance Award that is a Section 162(m) Award, performance-goals shall be based upon the performance criteria identified in Section 11.2 hereof, and the terms of the Award shall otherwise comply with the requirements described in Section 11 hereof.

     Section 8.2. Payment of Performance Awards. At the end of the performance period, the Committee shall determine the extent to which performance goals have been attained in order to establish the number of Performance Shares that have been earned. Payments for Performance Shares earned, if any, shall be made no later than 2 and 1/2 months after the end of the year (the Participant’s tax year or the Company’s fiscal year, whichever ends later) in which the Performance Shares vest, subject to any tax withholding requirements. The Committee, in its discretion, may elect to make payment of the Performance Awards in Restricted Shares, Common Shares, cash or any combination of the foregoing. Notwithstanding the foregoing, a Performance Share Award shall fully vest at the rate the Performance Shares were earned or being earned, or if higher, the target number of shares set for the particular award in the event of

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a Change of Control or the termination of the Participant’s employment as a result of disability or death.

Section 9. Share Unit Awards

     Section 9.1. Grant of Share Unit Awards. A Share Unit Award may be granted to any Eligible Person selected by the Committee. A Share Unit Award is an Award to an Eligible Person of a number of hypothetical share units with respect to Common Shares that are granted subject to such vesting and transfer restrictions and conditions of payment as the Committee shall determine and set forth in an Award Agreement. The value of each unit under a Share Unit Award is equal to the Fair Market Value of a Common Share on any applicable date of determination. The Committee may grant Share Unit Awards that are Section 162(m) Awards, as well as Share Unit Awards that are not Section 162(m) Awards. A Share Unit Award shall be subject to such restrictions and conditions as the Committee shall determine. A Share Unit Award may be granted, at the discretion of the Committee, together with a dividend equivalent right with respect to the same number of Common Shares.

     Section 9.2. Vesting of Share Unit Awards. On the Date of Grant, the Committee shall determine, in its sole discretion, any vesting requirements with respect to a Share Unit Award, which shall be set forth in the Award Agreement, provided that the Committee may accelerate the vesting of a Share Unit Award at any time. Vesting requirements may be based on the continued employment or other service of the Participant with the Company or its Subsidiaries for a specified time period or periods. Vesting requirements may also be based on the attainment of specified performance goals or measures established by the Committee in its sole discretion. In the case of any Share Unit Award that is a Section 162(m) Award, any such performance-based vesting requirements shall be based upon the performance criteria identified in Section 11.2 hereof, and the terms of the Award shall otherwise comply with the requirements described in Section 11 hereof.

     Section 9.3. Payment of Share Unit Awards. A Share Unit Award shall become payable to a Participant no later than 2 and 1/2 months after the end of the year (the Participant’s tax year or the Company’s fiscal year, whichever ends later) in which the award vested. The payment with respect to each share unit under a Share Unit Award shall be determined by reference to the Fair Market Value of one Common Share on each applicable payment date. Payment may be made, at the discretion of the Committee, in cash, Restricted Shares or Common Shares, or in a combination thereof, subject to applicable tax withholding requirements.

     Section 9.4. No Rights as Shareholder. The Participant shall not have any rights as a shareholder with respect to the shares subject to a Share Unit Award until such time as shares of Common Shares are delivered to the Participant pursuant to the terms of the Award.

Section 10. Share Awards

     Section 10.1. Grant of Share Awards. A Share Award may be granted to any Eligible Person selected by the Committee. A Share Award may be granted in lieu of cash compensation,

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including salary, bonuses, or directors fee payments, as determined the Committee. A Share Award granted to an Eligible Person represents Common Shares that are issued free of restrictions on transfer and other incidents of ownership and free of forfeiture conditions, except as otherwise provided in the Plan and the Award Agreement. The Committee may, in connection with any Share Award, require the payment of a specified purchase price. The Committee may grant Share Awards that are Section 162(m) Awards, as well as Share Awards that are not Section 162(m) Awards.

     Section 10.2. Rights as Shareholder. Subject to the foregoing provisions of this Section 10 and the applicable Award Agreement, the Participant will have all rights of a shareholder with respect to the shares granted to him under a Share Award, including the right to vote the shares and receive all dividends and other distributions paid or made with respect thereto.

Section 11. Section 162(m) Awards

     Section 11.1. Awards. Options granted under the Plan are intended by their terms to qualify as Section 162(m) Awards. Restricted Stock Awards, Stock Unit Awards, Stock Awards and Performance Awards granted under the Plan may qualify as Section 162(m) Awards if the Awards are granted or become payable or vested based upon pre-established performance goals in accordance with this Section 11.

     Section 11.2. Performance Criteria. In the case of a Restricted Stock Award, Stock Unit Award, Stock Award or Performance Award that is intended to be a Section 162(m) Award, the performance criteria upon which the grant, payment or vesting may be based shall be limited to one or more of the following performance measures, which may be applied with respect to the Company, any Subsidiary or any business unit: cash flow; cash flow from operations; free cash flow; total earnings; earnings per share, diluted or basic; earnings per share from continuing operations, diluted or basic; income before income taxes; earnings before interest and taxes; earnings before interest, taxes, depreciation, and amortization; earnings from continuing operations; net asset turnover; inventory turnover; receivable turnover; capital expenditures; net earnings; operating earnings; gross or operating margin; debt; working capital; return on equity; return on net assets; return on total assets; return on capital; return on investment; return on sales; net or gross sales; market share; economic value added; expense reduction levels; stock price; and total shareholder return. The foregoing performance criteria shall have any reasonable definitions that the Committee may specify within the period specified in Section 11.3, which may include or exclude any items specified by the Committee, including but not limited to any or all of the following items: discontinued operations, extraordinary, unusual, non-recurring or special items, effects of accounting changes, effects of currency or interest rate fluctuations, effects of financing activities (e.g., effect on earnings per share of issuing convertible debt securities), changes in tax rates, expenses for restructuring or productivity initiatives, litigation losses, non-operating items, effects of acquisitions or divestitures and changes of law or regulation affecting the Company’s business. The foregoing performance measures may be determined on an absolute basis or relative to internal goals or relative to levels attained in prior years, or related to other companies or indices, or as ratios expressing relationships between two or more performance measures. In the case of Awards that are not Section 162(m) Awards, the

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Committee may designate performance criteria from among the foregoing or such other performance criteria as it shall determine in its sole discretion.

     Section 11.3. Section 162(m) Requirements. In the case of a Restricted Stock Award, Stock Unit Award, Stock Award or Performance Award that is intended to be a Section 162(m) Award, the Committee shall make such determinations with respect to an Award as required by Section 162(m) of the Code within 90 days after the beginning of the performance period (or such other time period as is required under Section 162(m) of the Code). As and to the extent required by Section 162(m) of the Code, the terms of an Award that is a Section 162(m) Award must state, in terms of an objective formula or standard, the method of computing the amount of compensation payable under the Award, and must preclude discretion to increase the amount of compensation payable under the terms of the Award (but may give the Committee discretion to decrease or eliminate the amount of compensation payable).

Section 12. Non-Assignability of Awards

     Section 12.1. Restrictions on Transfer. Except as provided in Section 12.2 with respect to Nonqualified Stock Options, no Award granted under the Plan shall be assigned, transferred, pledged, or otherwise encumbered by a Participant, 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 12.2 with respect to Nonqualified Stock Options, each Award shall be exercisable during the Participant’s lifetime only by the Participant or, if permissible under applicable law, by the Participant’s guardian or legal representative.

     Section 12.2. Limited Transferability of Nonqualified Options. Neither a Nonqualified Stock Option nor any right thereunder may be assigned or transferred by the optionee except by will or the laws of descent and 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 13. Change of Control

     Section 13.1. General. In order to maintain all of the Participant’s rights in the event of a Change of Control of the Company, the Committee, in its sole discretion, may, as to any

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Award, either at the time that an Award is made or any time thereafter, take any one or more of the following actions:

     (a) 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;

     (b) provide for the purchase of any such Award by the Company, upon a Participant’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 Participant’s rights had such award been currently exercisable or payable;

     (c) make such adjustment to any such Award then outstanding as the Committee deems appropriate to reflect a Change of Control; or

     (d) 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.

     Section 13.2. Options. All outstanding Options that are not yet exercisable shall become immediately exercisable in full in the event of a Change of Control of the Company.

Section 14. Taxes

     Section 14.1. 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 Award and the Company may defer making payment of any Award if any such tax, charge, or assessment may be pending until indemnified to its satisfaction.

     Section 14.2. Use of Common Shares for Tax Withholding Payments. Unless the Committee determines otherwise in its discretion, either before or after the grant of an Award, Common Shares may be used in lieu of cash to pay to the Company all or any part of the mandatory federal, state or local withholding tax payments (“Mandatory Withholdings”) as follows:

     (a) Nonqualified Stock Options. A Participant may use Common Shares to pay the Company all or any part of the Mandatory Withholdings at the time of exercise of a Nonqualified Option by following any of the methods of payment set forth in Section 6.6 for use in connection with payment of the exercise price of an Option.

     (b) Restricted Share Awards. If Mandatory Withholdings are required to be paid at the time Restricted Shares are delivered to a Participant or at the expiration of the Restricted Period, then the Participant may pay the Mandatory Withholdings by delivering Common Shares to the Company having a Fair Market Value equal to the amount of the Mandatory Withholdings being paid by the use of Common Shares.

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     (c) Performance Shares. If Mandatory Withholdings are required to be paid at the time Common Shares are delivered to a Participant as a Performance Award, then the Participant may pay the Mandatory Withholdings by delivering Common Shares to the Company having a Fair Market Value equal to the amount of the Mandatory Withholdings being paid by the use of Common Shares.

     (d) Share Awards. If Mandatory Withholdings are required to be paid at the time Common Shares are delivered to a Participant in connection with a Share Award, then the Participant may pay the Mandatory Withholdings by delivering Common Shares to the Company having a Fair Market Value equal to the amount of the Mandatory Withholdings being paid by the use of Common Shares.

Section 15. General Provisions

     Section 15.1. Form of Award Agreement. To the extent deemed necessary or appropriate by the Committee, an Award under the Plan shall be evidenced by an Award Agreement in a form approved by the Committee setting forth the number of Common Shares or units subject to the Award, the exercise price, the base price, the time or times at which an Award will become vested, exercisable or payable and the term of the Award. The Award Agreement shall also set forth the effect on the Award of termination of employment or other service under certain circumstances. The Award Agreement may also set forth other terms and conditions applicable to the Award as determined by the Committee consistent with the limitations of this Plan. Award Agreements evidencing Incentive Stock Options shall contain such terms and conditions as may be necessary to meet the applicable provisions of Section 422 of the Code.

     Section 15.2. Forfeiture Events. The Committee may specify in an Award Agreement at the time of the Award that the Participant’s rights, payments and benefits with respect to an Award shall be subject to reduction, cancellation, forfeiture or recoupment upon the occurrence of certain specified events, in addition to any otherwise applicable vesting or performance conditions of an Award. Such events shall include, but shall not be limited to, termination of employment for Gross Misconduct, violation of material Company policies, breach of noncompetition, confidentiality or other restrictive covenants that may apply to the Participant, or other conduct by the Participant that is detrimental to the business or reputation of the Company.

     Section 15.3. Compliance with Laws and Other Requirements. No Option shall be granted and no Common Shares shall be issued in connection with any Award unless the grant of the Option and the issuance and delivery of Common Shares or cash pursuant to the 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 Common Shares may then be listed or traded.

     Section 15.4. Designation of Beneficiary. Each Participant may, from time to time, name any beneficiary or beneficiaries (who may be named contingently or successively and who

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may include a trustee under a will or living trust) to whom any benefit under the Plan is to be paid in case of his death before he receives any or all of such benefit. Each designation will revoke all prior designations by the same Participant, shall be in a form prescribed by the Committee, and will be effective only when filed by the Participant in writing with the Committee during his lifetime. In the absence of any such designation or if all designated beneficiaries predecease the Participant, benefits remaining unpaid at the Participant’s death shall be paid to the Participant’s estate.

     Section 15. 5. Plan Binding on Transferees. The Plan shall be binding upon the Company, its transferees and assigns, and the Participant, his executor, administrator and permitted transferees and beneficiaries.

     Section 15.6. Construction and Interpretation. Whenever used herein, nouns in the singular shall include the plural, and the masculine pronoun shall include the feminine gender. Headings of Sections hereof are inserted for convenience of reference and constitute no part of the Plan.

     Section 15.7. Severability. If any provision of the Plan or any Award Agreement shall be determined to be illegal or unenforceable by any court of law in any jurisdiction, the remaining provisions hereof and thereof shall be severable and enforceable in accordance with their terms, and all provisions shall remain enforceable in any other jurisdiction.

     Section 15.8. Non-United States Participants. The Committee may grant Awards to persons outside the United States under such terms and conditions as may, in the judgment of the Committee, be necessary or advisable to comply with any tax, securities, regulatory or other laws of the applicable foreign jurisdictions and, to that end, may establish sub-plans, modified option exercise procedures and other terms and procedures. The terms and conditions of such Awards may vary from the terms and conditions that would otherwise be required by the Plan solely to the extent the Committee deems necessary for such purpose.

     Section 15.9. Governing Law. The Plan and all rights hereunder shall be subject to and interpreted in accordance with the laws of the State of Ohio, without reference to the principles of conflicts of laws, and with applicable Federal laws.

Section 16. 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., 51 Plum Street, Suite 260, Dayton, Ohio 45440 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.

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Section 17. Effective Date; Expiration Date; Amendment and Termination

     Section 17.1. Effective Date. The Plan was approved by the Board on October 6, 2004 and became effective upon its approval by the shareholders of the Company at the Annual Meeting of Shareholders of the Company held on December 8, 2004.

     Section 17.2. Expiration Date. The Plan shall remain available for the grant of Awards until the expiration of ten years from the date of its approval by shareholders of the Company or such earlier date as the Board shall determine (the “Expiration Date”). The occurrence of the Expiration Date shall not affect the operation of the terms of the Plan or the Company’s or a Participant’s rights and obligations with respect to Awards granted on or prior to the Expiration Date.

     Section 17.3. Amendment. The Board may at any time terminate, amend or modify the Plan, or any provision thereof, in such respects as the Board may deem advisable or the Committee may to the extent permitted by the Plan amend any Award Agreement or other document evidencing an Award made under the Plan, provided, however, the Company shall submit to shareholders for their approval any amendment (other than an amendment pursuant to the adjustment provisions of Section 3.2) required to be submitted for shareholder approval by the New York Stock Exchange or that otherwise would:

     (a) increase the maximum number of Common Shares that may be issued under the Plan;

     (b) expand the types of Awards available to Participants under the Plan;

     (c) materially expand the class of Eligible Persons;

     (d) delete or limit the provisions of Section 6.7 prohibiting the repricing of Options or reduce the price at which Common Shares may be offered under Options;

     (e) extend the term of the Plan; or

     (f) increase the limits in Section 3.2

In addition, no such amendment or modification shall be made which would impair the rights of any Participant, without such Participant’s consent, under any outstanding Award, provided that no such consent shall be required with respect to any amendment or modification if the Committee determines in its sole discretion that such amendment or modification either (i) is required or advisable in order for the Company, the Plan or the Award to satisfy any law or regulation or to meet the requirements of any accounting standard or (ii) is not reasonably likely to significantly diminish the benefits provided under such Award, or that any such diminishment has been adequately compensated.

(1) The Plan was approved by shareholders and became effective on December 8, 2004.

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(2)	Sections 7.2 and 10.1 were amended, effective March 30, 2005, by the Board of Directors of the Company.
(3)	Section 2(l) and 3.3 were amended effective October 4, 2006 by the Board of Directors of the Company.
(4)	Sections 2, 6.4, 7.2, 8.2, 9.2, and 9.3 were amended effective October 5, 2007 by the Board of Directors of the Company.

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EX-10.14

EXHIBIT 10.14

EMPLOYMENT AGREEMENT AS AMENDED

          This EMPLOYMENT AGREEMENT AS AMENDED (“Agreement”) is entered into this 9th day of November 2007 between ROBBINS & MYERS, INC., an Ohio corporation (the “Company”), and PETER C. WALLACE (“Executive”) under the following circumstances:

          A. Executive and the Company entered into an Employment Agreement on June 28, 2006 (the “Employment Agreement”) that superseded the letter agreement between the Company and Executive dated May 18, 2004 (the “Letter Agreement”);

          B. The Board of Directors of the Company (the “Board”) and its Compensation Committee approved certain amendments to the Employment Agreement on October 5, 2007 that were principally designed to conform the Employment Agreement to the requirements of Section 409A of the Internal Revenue Code; and Executive and the Company now desire to execute this Agreement that restates the original terms of the Employment Agreement as modified by the Board on October 5, 2007; and

          C. The Board of Directors continues to believe it is in the best interests of the Company to further secure the services of Executive by entering into this Agreement with Executive, and Executive desires to continue in the employment of the Company upon the terms and conditions set forth herein;

NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL
COVENANTS CONTAINED HEREIN, THE COMPANY AND EXECUTIVE AGREE AS FOLLOWS:

          Section 1. Employment. The Company hereby agrees to continue to employ Executive, and Executive hereby agrees to continue in the employment of the Company, during the Term of Employment, which commenced on July 1, 2006, upon the terms and conditions set forth herein, subject to earlier termination in accordance with Section 5. The existing Letter Agreement terminated on June 30, 2006.

          Section 2. Term of Employment. The “Term of Employment” of Executive by the Company under this Agreement is the period commencing on the July 1, 2006 (the “Effective Date”) and ending on the earlier to occur of (i) July 1, 2008 or (ii) the first day of the month next following Executive’s attainment of age 65 (“Normal Retirement Date”); provided, however, that commencing on July 1, 2007, and on each annual anniversary of such date (such date and each annual anniversary thereof is hereinafter referred to as the “Renewal Date”), the Term of Employment shall be automatically extended an additional year so as to terminate on the earlier of (i) two (2) years from such Renewal Date or (ii) the first day of the month next following Executive’s Normal Retirement Date, unless, at least 60 days prior to the Renewal Date, the Company or Executive shall give notice that the Term of Employment shall not be so extended

in which event this Agreement shall continue for the remainder of its then current term and terminate as provided herein.

          Section 3. Position and Duties.

          (a) Position. During the Term of Employment, the Company shall employ Executive as, and Executive shall serve as, the President and Chief Executive Officer of the Company, subject to the supervising powers of the Board of Directors of the Company (the “Board”).

          (b) Powers and Duties. Executive shall have those powers and duties consistent with the position of President and Chief Executive Officer in a company the size and nature of the Company, which powers shall in all cases include, without limitation, the power of supervision and control over, and responsibility for, the general management and operations of the Company (including the hiring and firing of employees and the appointment and termination of senior officers other than executive officers), development and implementation of a comprehensive strategic business plan, supervision of the day-to-day executive management process, and acting as spokesperson for the Company. All executive officers and other officers with direct operational responsibilities shall report directly to Executive unless Executive in his sole discretion delegates such reporting responsibilities, in whole or in part, to another executive. Executive agrees to devote substantially all his working time and attention to the business of the Company. Executive shall not, without the prior consent of the Board, be directly or indirectly engaged in any other trade, business or occupation for compensation requiring his personal services during the Term of Employment. Nothing in this Agreement shall preclude Executive from (i) engaging in charitable and community activities or from managing his personal investments or (ii) serving as a member of the board of directors of an unaffiliated company not in competition with the Company, subject, however, with respect to each such board membership, to approval by the Company’s Board (not to be unreasonably withheld). During the Term of Employment, Executive shall be nominated for re-election as a member of the Board of Directors.

          Section 4. Compensation and Related Matters.

          (a) Base Salary. During the Term of Employment commencing with June 1, 2006, Executive shall be compensated at an annual base salary of no less than $525,000 (the base salary, at the rate in effect from time to time, is hereinafter referred to as the “Base Salary”). The Board, or a committee thereof, shall review and may, if appropriate, at its discretion, increase (but not decrease without Executive’s written consent, except that no such consent shall be required in the case of a general salary reduction that would affect at least three of the persons who were named executive officers in the Company’s proxy statement for its most recent annual meeting of shareholders) the annual Base Salary during the Term of Employment. Base Salary shall be reviewed annually and be adjusted to reflect (among other factors) Executive’s performance in regard to the corporate goals and objectives established for Executive by the Board or a committee thereof. The Base Salary shall be payable in equal semi-monthy installments.

          (b) Annual Bonus. In addition to the Base Salary provided for in Section 4(a), the Company shall provide annual cash bonus awards to Executive under its Senior Executive

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Annual Cash Bonus Plan or substantially equivalent successor plan (the “Annual Bonus Plan”) in accordance with such plan and any financial performance targets thereunder (the “Annual Bonus”) each fiscal year of the Company during the Term of Employment. For the Company’s fiscal year ending August 31, 2006, Executive’s target incentive opportunity under the Annual Bonus Plan has been fixed at 60% of Base Salary (the target bonus as a percentage of Base Salary, as in effect from time to time, is hereinafter referred to as the “Target Bonus Percentage”). The Target Bonus Percentage shall be reviewed annually for increase (but not decrease without Executive’s consent) by the Board or a committee thereof.

          (c) Additional Compensation. Executive may be awarded additional compensation, including equity-based incentive awards, such as, stock options, performance shares and restricted shares, pursuant to the Company’s 2004 Stock Incentive Plan As Amended or any future incentive compensation or long-term compensation program established for the senior executive officers of the Company (collectively the “Incentive Compensation Programs”), in an appropriate manner for the position occupied by Executive and consistent with his performance as evaluated by the Board. Except as otherwise provided herein, compensation granted under such plans will be subject to the actual provisions and conditions applicable to such plans.

          (d) Expenses. During the Term of Employment, Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by Executive in performing services hereunder, including all expenses of travel and living while away from home on business or at the request of and in the service of the Company, provided that such expenses are incurred and accounted for in accordance with the policies and procedures established by the Company.

          (e) Other Benefits. The Company shall maintain in full force and effect, and Executive shall be entitled to continue to participate in, all of the Company’s employee benefit plans and arrangements in effect on the Effective Date hereof in which Executive participates or plans or arrangements providing Executive with at least equivalent benefits thereunder (the “Benefit Plans”). Such plans and arrangements shall, among other things, provide to Executive personal leave days, sick days and vacation time, short-term and long-term disability coverage, tax counseling, and family medical coverage. Executive shall be entitled to participate in, or receive benefits under, any employee benefit plan or arrangement made available by the Company in the future to its senior executives, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements. Nothing paid to Executive under any Benefit Plan shall be deemed to be in lieu of the Base Salary and Annual Bonus payable to Executive pursuant to Sections 4(a) and (b). Any payments or benefits payable to Executive hereunder in respect of any fiscal year during which Executive is employed by the Company for less than the entire year shall, unless otherwise provided in the applicable plan or arrangement, be prorated in accordance with the number of days in such fiscal year during which he is so employed.

          (f) Non-Exclusivity. Nothing in this Agreement shall prevent Executive from being entitled to receive any additional compensation or benefits as approved by the Company’s Board; provided, however, that in no event shall the Company make any loans to Executive that are in violation of the Sarbanes-Oxley Act of 2002, as such act may be amended or

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supplemented from time to time, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

          Section 5. Termination.

          (a) Termination of Employment Other Than by Executive. Executive’s employment hereunder may be terminated without any breach of this Agreement only under the following circumstances:

          (1) Death. Executive’s employment hereunder shall terminate upon his death.

          (2) Disability. If the Company determines in good faith that the Disability of Executive has occurred (pursuant to the definition of “Disability” set forth below), it may give to Executive written notice of its intention to terminate Executive’s employment. In such event, Executive’s employment with the Company shall terminate effective on the 30th day after the date of such notice, provided that, within such 30-day period, Executive shall not have returned to full-time performance of Executive’s duties. For purposes of this Agreement, “Disability” means disability (either physical or mental) which, at least one hundred eighty (180) days after its commencement, is determined by a physician selected by the Company or its insurers and acceptable to Executive or Executive’s legal representative to be total and permanent (such agreement as to acceptability not to be withheld unreasonably).

          (3) Cause. The Company has the right to terminate Executive’s employment for Cause, and such termination shall not be a breach of this Agreement by the Company. “Cause” means termination of employment for one of the following reasons: (i) the willful and continued failure of Executive to perform substantially Executive’s duties with the Company or one of its Subsidiaries (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to Executive by the Board which specifically identifies the manner in which the Board believes that Executive has failed to substantially perform his duties and such failure is not cured within thirty (30) days of such written notice; (ii) an act or acts of dishonesty taken by Executive and intended to result in substantial personal enrichment of Executive at the expense of the Company; (iii) the willful engaging by Executive in illegal conduct or gross misconduct; or (iv) a clearly established violation by Executive of the Company’s Code of Conduct that is materially and demonstrably injurious to the Company. Further, for purposes of this Section 5(a), no act, or failure to act, on Executive’s part shall be deemed “willful^” if done, or omitted to be done, by Executive in good faith and with a reasonable belief that his action or omission was in the best interest of the Company.

          (b) Termination of Employment by Executive for Good Reason. Executive may terminate his employment hereunder for Good Reason, provided that Executive shall have delivered a Notice of Termination within ninety (90) days after the occurrence of the event of

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Good Reason giving rise to such termination. For purposes of this Agreement, “Good Reason” shall not mean a termination resulting from non-renewal of this Agreement or the occurrence of any of the events listed in the following subsections of this Section 5(b) if they occurred in connection with the termination of Executive’s employment because of Disability or for Cause. “Good Reason” shall mean the occurrence of one or more of the following circumstances, without Executive’s express written consent, that are not remedied by the Company within thirty (30) days of receipt of Executive’s Notice of Termination except that no 30-day period shall apply if the reason for termination is a Change of Control as provided in Section 5(b)(5):

          (1) The assignment to Executive of any duties materially inconsistent with his position, duties, responsibilities, and status with the Company, or any material limitation of the powers of Executive not consistent with the powers of Executive contemplated by Section 3 hereof.

          (2) The removal of Executive from, or any failure to appoint or elect, or re-elect, Executive to the position of President and Chief Executive Officer of the Company.

          (3) The reduction in Executive’s Base Salary, except as permitted under Section 4(a), or Target Bonus Percentage without his written consent.

          (4) The failure of the Company to obtain the assumption of this Agreement by any successor as provided in Section 12.

          (5) The occurrence of a Change of Control of the Company and Executive gives Notice of Termination within 30 days following the first annual anniversary date of the occurrence of the Change of Control and the Date of Termination occurs within such 30-day period.

          (6) The failure of the Company to continue in effect any material Benefit Plan that was in effect on the Effective Date or provide Executive with substantially equivalent benefits other than a reduction in benefits that occurs as part of a reduction in benefit plans or programs affecting similarly situated employees of the Company.

          (7) The continued material breach for a period of 30 days by the Company of any provision of this Agreement after a demand for performance is delivered by Executive to the Company which specifically identifies the manner in which Executive believes the Company has materially breached this Agreement.

          (c) Notice of Termination. Any termination of Executive’s employment by the Company or by Executive shall be communicated by written Notice of Termination to the other party. For purposes of this Agreement, a “Notice of Termination” shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive’s employment under the provisions so indicated. In the case of any Notice of Termination given by the Company to Executive, it shall be accompanied by a

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resolution of the Board, certified by the Secretary of the Company, stating that a resolution approving the giving of the Notice of Termination to Executive was adopted by the affirmative vote of a majority of the members of the Board.

          (d) Date of Termination. “Date of Termination” means the date Notice of Termination is given by either the Company or Executive as the case may be or any later date specified therein; provided, however, if Executive’s employment is terminated by reason of death or Disability, the Date of Termination shall be the date of death of Executive or the effective date of Disability, as the case may be, and if in the case of a termination for Good Reason, the Date of Termination shall be the date specified in the Notice of Termination, which date shall not be less than thirty (30) days (other than in connection with a termination pursuant to Section 5(b)(5)) or more than forty 40 days after the Notice of Termination is given.

          (e) Effect of Termination. Except as provided in the immediately following sentence, this Agreement shall terminate and be of no further force or effect after the Date of Termination associated with the earliest to occur of the following: (i) Executive’s death; (ii) Executive’s Disability; (iii) the Company’s dismissal of Executive for Cause; or (iv) voluntary termination of employment with Good Reason. The obligations of Executive set forth in Sections 7 through 10 and the obligations of the Company set forth in Section 6 shall survive any termination of this Agreement.

          (f) Resignation of Offices. Upon the Date of Termination for any reason (other than an expiration of the Term of Employment), Executive shall be deemed to have resigned as a director and/or officer of the Company and any similar positions he held with any Subsidiary of the Company.

          Section 6. Compensation Upon Termination.

          (a) Termination for Cause, Disability or Death or by Executive Other than for Good Reason. If Executive’s employment is terminated for Cause, Disability, death or by Executive other than for Good Reason, regardless of whether before or after a Change of Control:

          (1) The Company shall pay Executive (i) his Base Salary through the Date of Termination, (ii) any earned but unpaid bonus for any prior fiscal year of the Company, (iii) Executive’s Prorated Target Bonus as defined at Section 21, and (iv) all other unpaid amounts, if any, to which Executive is entitled as of the Date of Termination under any compensation plan or program of the Company at the time such payments are due; provided, however, if the termination is for Cause or by Executive other than for Good Reason, then Executive shall not be entitled to, or paid, the items listed in clauses (ii) and (iii) of this Section 6(a)(1);

          (2) The Company shall reimburse Executive pursuant to the Company’s policy for reasonable business expenses incurred, but not paid, prior to termination of employment, unless such termination resulted from a misappropriation of Company funds; and

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          (3) Executive shall be entitled to any other rights, compensation and/or benefits as may be due to Executive following termination to which he is otherwise entitled in accordance with the terms and provisions of any plans or programs of the Company.

          (4) The Company shall pay Executive amounts described in Section 6(a) as follows: (a) all amounts paid pursuant to a separate plan, program, agreement or arrangement shall be paid as provided therein; (b) all reimbursements that fit within the exception to Code Section 409A provided in Section 1.409A-1(b)(9)(v) of the Treasury Regulations (reimbursements that Executive could otherwise deduct under Code Section 162 or Code Section 167 as business expenses incurred in connection with the performance of services, ignoring any applicable limits based on AGI) shall be paid no later than the twentieth day following the Date of Termination; provided, however, if any reimbursements do not fall within that exception, such reimbursements shall be made on the first day of the seventh calendar month following the calendar month in which the Date of Termination occurred; (c) all other amounts shall be paid in accordance with the Company’s normal payroll practices in effect on January 1, 2008.

          (b) Termination By the Company Other Than for Cause or on Account of Disability or Death; Termination By Executive For Good Reason. Executive’s employment may be terminated without Cause by the Company or by Executive for Good Reason provided in such event:

          (1) The Company shall pay Executive (i) his Base Salary through the Date of Termination, (ii) any earned but unpaid bonus for any prior fiscal year of the Company; (iii) Executive’s Prorated Target Bonus as defined at Section 21, and (iv) all other unpaid amounts, if any, to which Executive is entitled as of the Date of Termination.

          (2) The Company shall pay Executive a single lump sum payment equal to the product of (i) 1/12 of the sum of Executive’s Base Salary and Target Bonus (as defined in Section 21), and (ii) the greater of (a) the number of months remaining in the Term of Employment, and (b) twelve months. If, however, Executive terminates his employment pursuant to Section 5(b)(5) hereof or if, within two (2) years following a Change of Control (as defined herein), Executive’s employment is terminated without Cause by the Company or if Executive terminates his employment for Good Reason, then, in lieu of the payments provided for in the first sentence of this Section 6(b)(2), the Company shall pay to Executive a single lump sum payment equal to the product of (i) the sum of (a) Executive’s Base Salary, and (b) the average annual bonus paid to Executive by the Company with respect to the three fiscal years that immediately precede the fiscal year in which the Date of Termination occurs (or such lesser number of years that Executive was employed by the Company), and (ii) the number three (3.0), except that the number two (2.0) shall be substituted for the number three (3.0) if termination was by Executive pursuant to Section 5(b)(5);

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          (3) The Company shall maintain in full force and effect, for the continued benefit of Executive (and his spouse and/or his dependent, as applicable) for a period of twenty-four (24) months following the Date of Termination the medical, hospitalization, and dental programs in which Executive (and his spouse and/or his dependents, as applicable) participated immediately prior to the Date of Termination at the level in effect and upon substantially the same terms and conditions (including without limitation contributions required by Executive for such benefits) as existed immediately prior to the Date of Termination; provided, if Executive (or his spouse) is eligible for Medicare or a similar type of governmental medical benefit, such governmental benefit shall be the primary provider before Company medical benefits are provided. If Executive (or his Spouse and/or his dependents) is prohibited from continued participation in Company programs providing such benefits due to plan limitations or governmental laws or regulations, the Company shall arrange to provide Executive (and his spouse and/or his dependents, as applicable) with benefits which are the economic equivalent of such benefits they otherwise would have been entitled to receive under such plans and programs (“Continued Benefits”). If Executive becomes re-employed with another employer and is eligible to receive medical, hospitalization and dental benefits under another employer-provided plan, the medical, hospitalization and dental benefits described herein shall be secondary to those provided under such plan during the applicable period.

          In no event may reimbursements or benefits provided pursuant to this subsection in one tax year affect the expenses eligible for reimbursement or benefits provided in any other tax year. All reimbursements or in-kind benefits provided pursuant to this subsection, if any, must be made by the end of Executive’s tax year following the tax year in which the expenses were incurred. None of the rights provided within this subsection may be liquidated or exchanged for any other benefits;

          (4) The Company shall reimburse Executive pursuant to the Company’s policy for reasonable business expenses incurred, but not paid, prior to the Date of Termination;

          (5) All options, shares of restricted stock, performance shares and any other equity based awards shall be and become fully vested as of the Date of Termination and, notwithstanding any provision to the contrary in the applicable Award Agreement, any such options may be exercised and shall not expire until the earlier of (i) the expiration of the option term as set forth in the Award Agreement or (ii) the first annual anniversary of the Date of Termination provided that this Section 6(b)(5) will not extend the term of an option beyond a date that would result in the application of Section 409A of the Code;

          (6) Executive shall be entitled to any other rights, compensation and/or benefits as may be due to Executive following termination to which he is otherwise entitled in accordance with the terms and provisions of any plans or programs of the Company;

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          (7) Executive shall not be required to mitigate the amount of any payment provided for in this Section 6(b) by seeking other employment or otherwise, nor shall the amount of any payment provided for in this Section 6(b) be reduced by any compensation earned by Executive after the Date of Termination as the result of employment by another employer or otherwise; and

          (8) Notwithstanding anything to the contrary contained in this Agreement, upon payment to Executive of the amounts provided for in this Section 6(b) and Section 19, if any, the Company shall have no further payment obligations to Executive in the event Executive terminates his employment for Good Reason or the Company terminates Executive’s employment without Cause; and

          (9) The Company shall pay Executive amounts described in Section 6(b) as follows: (a) all amounts paid pursuant to a separate plan, program, agreement or arrangement shall be paid as provided therein; (b) all reimbursements (other than those provided in Section 6(b)(3)) that fit within the exception to Code Section 409A provided in Section 1.409A-1(b)(9)(v) of the Treasury Regulations (reimbursements that Executive could otherwise deduct under Code Section 162 or Code Section 167 as business expenses incurred in connection with the performance of services, ignoring any applicable limits based on AGI) shall be paid no later than the twentieth day following the Date of Termination; provided, however, if any reimbursements do not fall within that exception, such reimbursements shall be paid on the first day of the seventh calendar month following the calendar month in which the Date of Termination occurred; (c) all amounts paid pursuant to Section 6(b)(2) shall be paid to Executive on the first day of the seventh calendar month following the calendar month in which the Date of Termination occurred; and (d) all other amounts shall be paid in accordance with the Company’s normal payroll practices in effect on January 1, 2008.

          Section 7. Confidential Information. Executive acknowledges that he has had, and will have, access to certain Confidential Information (as hereinafter defined) of the Company and its Subsidiaries and Executive agrees that he will not at any time, directly or indirectly, disclose orally or in writing or use any Confidential Information, regardless of how it may have been acquired, unless the disclosure or use of such Confidential Information is expressly authorized in writing in advance by the Company, is necessary in the ordinary conduct of Executive’s duties under this Agreement or is required by law. “Confidential Information” means all information pertaining or relating to the Company’s or its Subsidiaries’ business, including, but not limited to, products, pricing, drawings and bills of materials, manufacturing and application engineering know-how, services, strategies, customers, customer list, customer account records, financial information, employee compensation, marketing plans, computer software (including all operating system and system application software) and other proprietary business information. As used herein, Confidential Information shall not include any information which (i) is or becomes generally known to the public other than as a result of the disclosure or use thereof by Executive in violation of the terms of this Agreement or (ii) is obtained by Executive from a third party who is lawfully in possession of such information and

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is not subject to any obligation to refrain from disclosing such information. Executive acknowledges and agrees that all of the Confidential Information is and shall continue to be the exclusive proprietary property of the Company and its Subsidiaries whether or not prepared in whole or in part by Executive and whether or not disclosed to or entrusted to the custody of Executive.

          Section 8. Non-Competition.

          (a) Executive agrees that while employed by the Company and for the 12-month period immediately after Executive ceases to be employed by the Company for any reason, Executive shall not, without the prior written consent of the Company, either directly or indirectly, perform any services (whether advisory, consulting, employment or otherwise) for, invest in or otherwise become associated with in any capacity, any person, corporation, partnership or other entity which engages in a Competitive Business (as defined in Section 8(b)); provided, however, that nothing herein contained shall prevent Executive (1) from purchasing and holding for investment less than 2% of the shares of any corporation, the shares of which are regularly traded either on a national securities exchange or in the over-the-counter market or (2) from providing services to any corporation, partnership, or other entity if the Competitive Business represents less than 15% of the gross revenues of such corporation, partnership, or entity and Executive’s services are not rendered, directly or indirectly, to the division or subsidiary which is engaged in the Competitive Business.

          (b) For purposes of this Agreement, “Competitive Business” means the design, engineering, manufacture, marketing, distribution, sale, or servicing in the Prohibited Territory (as defined below) of (1) processing or packaging equipment used in the pharmaceutical industry, (ii) wellhead, drilling, recovery and transmission equipment used in the oil and gas industry, or (iii) progressing cavity pumps, industrial mixers and agitators, or glass-lined reactor and storage vessels used in any industry. “Prohibited Territory” means the countries in which the Company or one of its Subsidiaries had manufacturing, distribution facilities, or sales offices at any time that Executive was employed by the Company. In addition, all records, files, drawings, documents, models, equipment, and the like relating to the Company’s business or its Subsidiaries’, which Executive has control over may not be removed from the Company^‘s premises without its written consent, unless removal is in the furtherance of the Company’s business or is in connection with Executive’s carrying out his duties under this Agreement and, if so removed, shall be returned to the Company promptly after termination of Executive^‘s employment under this Agreement.

          Section 9. Non-Solicitation or Hire. Executive agrees that while employed by the Company and for the 12-month period immediately after Executive ceases to be employed by the Company for any reason, Executive shall not, without the prior written consent of the Company, either directly or indirectly, solicit or attempt to solicit or induce, directly or indirectly, (i) any person or entity who is or was a customer of the Company or its Subsidiaries while Executive was employed by the Company for the purpose of marketing, selling or providing to any such person or entity any services or products that are of the same general type as those offered by or available from the Company or its Subsidiaries or (ii) any person who was an employee of the Company or any of its Subsidiaries on the Date of Termination to terminate such employee’s employment relationship with the Company or its Subsidiaries in order to enter

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into a similar relationship with Executive, any business which then employs Executive or to which Executive provides any services, or any Competitive Business.

          Section 10. Equitable Relief; Judicial Modification.

          (a) Executive acknowledges that compliance with the covenants and provisions in Sections 7 through 9 is necessary to protect the Company and that a breach of these covenants will result in irreparable and continuing damage for which there will be no adequate remedy at law. Accordingly, Executive agrees that in the event of any breach of said covenants or provisions, the Company and its successors and assigns shall be entitled to injunctive relief (including specific performance) and to such other and further equitable relief (in addition to money damages) as is proper in the circumstances. Executive further agrees to waive the securing or purchasing of any bond in connection with any such remedy.

          (b) If any court determines that any of the covenants in Sections 7 through 9, or any part of any of them, is invalid or unenforceable, the remainder of such covenants and parts thereof shall not thereby be affected and shall be given full effect, without regard to the invalid portion. If any court determines that any of such covenants, or any part thereof, is invalid or unenforceable because of the geographic or temporal scope of such provision, such court shall reduce such scope to the minimum extent necessary to make such covenants valid and enforceable.

          Section 11. Indemnification; and Insurance.

          (a) Indemnification. The Company represents and warrants that it will continue to extend to Executive during the Term of Employment and for a period of four years after the Date of Termination the same rights to indemnification in his capacity as a director or officer of the Company that he had on the Effective Date of this Agreement.

          (b) Insurance. The Company represents and warrants that during the Term of Employment and for a period of four years after the Date of Termination: (i) Executive is and shall continue to be covered and insured up to the maximum limits provided by all insurance which the Company maintains to indemnify its directors and officers (and to indemnify the Company for any obligations which it incurs as a result of its undertaking to indemnify its officers and directors) and (ii) the Company will use reasonably commercial efforts to maintain such insurance, in not less than its present limits, in effect.

          Section 12. Agreement Binding on Successors.

          (a) Company’s Successors. No rights or obligations of the Company under this Agreement may be assigned or transferred except that the Company shall require any successor (whether direct or indirect, by purchase, merger, reorganization, sale, transfer of stock, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no succession had taken place. As used in this Agreement, “Company” means the Company as hereinbefore defined and any successor to its business and/or assets (by merger, purchase or otherwise as provided in this Section 12(a)) which executes and delivers the agreement provided for in this Section 12(a) or

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which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.

          (b) Executive’s Successors. No rights or obligations of Executive under this Agreement may be assigned or transferred by Executive other than his rights to payments or benefits under this Agreement, which may be transferred only by designation of a beneficiary in accordance with this Section 12(b) or by will or the laws of descent and distribution. Upon Executive’s death, this Agreement and all rights of Executive under this Agreement shall inure to the benefit of and be enforceable by Executive’s beneficiary or beneficiaries, personal or legal representatives, or estate, to the extent any such person succeeds to Executive’s interests under this Agreement. Executive shall be entitled to select and change a beneficiary or beneficiaries to receive any benefit or compensation payable under this Agreement following Executive^‘s death by giving the Company written notice thereof in a form acceptable to the Company. In the event of Executive’s death or a judicial determination of his incompetence, reference in this Agreement to Executive shall be deemed, where appropriate, to refer to his beneficiary(ies), estate or other legal representative(s). If Executive should die following his Date of Termination while any amounts would still be payable to him under this Agreement if he had continued to live, all such amounts unless otherwise provided shall be paid in accordance with the terms of this Agreement to such person or persons so appointed in writing by Executive, or otherwise to his legal representatives or estate.

          Section 13. Waiver. Except as otherwise provided herein, the failure of either party to insist, in any one or more instances, upon the performance of any of the terms, covenants or conditions of this Agreement by the other party hereto, shall not be construed as a waiver or as a relinquishment of any right granted hereunder to the party failing to insist on such performance, or as a waiver of the future performance of any such term, covenant or condition, but the obligations hereunder of both parties hereto shall remain unimpaired and shall continue in full force and effect.

          Section 14. Notices. For the purposes of this Agreement, notices, demands and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered either personally or by United States certified or registered mail, return receipt requested, postage prepaid, addressed as follows:

          If to Executive:

At his last known address evidenced on the
Company’s payroll records.

          If to the Company:

Robbins & Myers, Inc.
51 Plum Street, Suite 260
Dayton, OH 45440
Attention: Chairman of the Board; and

Corporate Secretary

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or to such other address as any party may have furnished to the others in writing in accordance with this Agreement, except that notices of change of address shall be effective only upon receipt.

          Section 15. Entire Agreement; Amendment. This Agreement contains the entire agreement between the parties hereto with respect to the matters contemplated by this Agreement and supersedes all prior negotiations, representations, warranties, commitments, offers, contracts and writings. No modification or amendment of any provision of this Agreement shall be effective unless made in writing and duly signed by the party to be bound thereby.

          Section 16. Severability. If any of the provisions of this Agreement shall be held to be invalid, such holding shall not in any way whatsoever affect the validity of the remainder of this Agreement.

          Section 17. Arbitration; Legal Fees and Expenses. The parties agree that Executive’s employment and this Agreement relate to interstate commerce, and that any disputes, claims or controversies between Executive and the Company which may arise out of or relate to Executive’s employment relationship or this Agreement shall be settled by arbitration. This agreement to arbitrate shall survive the termination of this Agreement. Any arbitration shall be in accordance with the Rules of the American Arbitration Association and undertaken pursuant to the Federal Arbitration Act. Arbitration shall be held in Dayton, Ohio unless the parties mutually agree on another location. The decision of the arbitrator(s) shall be enforceable in any court of competent jurisdiction. The parties agree that punitive, liquidated or indirect damages shall not be awarded by the arbitrator(s) unless such damages would have been awarded by a court of competent jurisdiction. Nothing in this Agreement to arbitrate, however, shall preclude the Company from obtaining injunctive relief from a court of competent jurisdiction prohibiting any on-going breaches by Executive of this Agreement including, without limitation, violations of Sections 7 through 9. If any contest or dispute arises between the Company and Executive regarding any provision of this Agreement, the Company shall reimburse Executive for all legal fees and expenses reasonably incurred by Executive in connection with such contest or dispute, except that the Company shall not be obligated to pay any legal fees or expenses incurred by Executive in any contest in which the trier of fact determines that the Executive’s position was frivolous or maintained in bad faith. Such reimbursement shall be made as soon as practicable following the final, non-appealable resolution of such contest or dispute to the extent the Company receives reasonable written evidence of such fees and expenses.

          Section 18. Governing Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Ohio without regard to its conflicts of law principles.

          Section 19. Certain Additional Payments by the Company.

          (a) Anything in this Agreement to the contrary notwithstanding and except as set forth below, in the event it shall be determined that any Payment would be subject to the Excise Tax, then Executive shall be entitled to receive an additional payment (the “Gross-Up Payment”) in an amount such that, after payment by Executive of all taxes (and any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes

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(and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments.

          (b) Subject to the provisions of Section 19(c), all determinations required to be made under this Section 19, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by such certified public accounting firm as may be designated by the Company (the “Accounting Firm”), which shall provide detailed supporting calculations both to the Company and Executive within 15 business days of the receipt of notice from Executive that there has been a Payment, or such earlier time as is requested by the Company. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 19, shall be paid by the Company to Executive within five days of the receipt of the Accounting Firm’s determination. Any determination by the Accounting Firm shall be binding upon the Company and Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments that will not have been made by the Company that should have been made (“Underpayment”), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 19(c) and Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive.

          (c) Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten business days after Executive is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Executive shall not pay such claim prior to the expiration of the 30-day period following the date on which he gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies Executive in writing prior to the expiration of such period that it desires to contest such claim, Executive shall:

          (i) give the Company any information reasonably requested by the Company relating to such claim,

          (ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company,

          (iii) cooperate with the Company in good faith in order effectively to contest such claim, and

          (iv) permit the Company to participate in any proceedings relating to such claim;

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provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 19(c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct Executive to pay the tax claimed and sue for a refund or contest the claim in any permissible manner, and Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs Executive to pay such claim and sue for a refund, the Company shall advance the amount of such payment to Executive, on an interest-free basis and shall indemnify and hold Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority.

          (d) If, after the receipt by Executive of a Gross-Up Payment or payment by the Company of an amount on Executive’s behalf pursuant to Section 19(c), Executive becomes entitled to receive any refund with respect to the Excise Tax to which such Gross-Up Payment relates or with respect to such claim, Executive shall (subject to the Company’s complying with the requirements of Section 19(c), if applicable) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after payment by the Company of an amount on Executive’s behalf pursuant to Section 19(c), a determination is made that Executive shall not be entitled to any refund with respect to such claim and the Company does not notify Executive in writing of its intent to contest such denial of refund prior to the expiration of 30 days after such determination, then the amount of such payment shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid.

          (e) Notwithstanding any other provision of this Section 19, the Company may, in its sole discretion, withhold and pay over to the Internal Revenue Service or any other applicable taxing authority, for the benefit of Executive, all or any portion of any Gross-Up Payment, and Executive hereby consents to such withholding.

          (f) The following terms shall have the following meanings for purposes of this Section 19.

          (i) “Excise Tax” shall mean the excise tax imposed by Section 4999 of the Code, together with any interest or penalties imposed with respect to such excise tax.

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              (ii) “Parachute Value” of a Payment shall mean the present value as of the date of the change of control for purposes of Section 280G of the Code of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2), as determined by the Accounting Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment.

              (iii) A “Payment” shall mean any payment or distribution in the nature of compensation (within the meaning of Section 280G(b)(2) of the Code) to or for the benefit of Executive, whether paid or payable pursuant to this Agreement or otherwise.

              (iv) The “Safe Harbor Amount” means 2.99 times Executive’s “base amount,” within the meaning of Section 280G(b)(3) of the Code.

              (v) “Value” of a Payment shall mean the economic present value of a Payment as of the date of the change of control for purposes of Section 280G of the Code, as determined by the Accounting Firm using the discount rate required by Section 280G(d)(4) of the Code.

              (g) Notwithstanding anything to the contrary in this Section 19, any payment(s) required to be made pursuant to this Section 19 to Executive shall be made no earlier than the first day of the seventh calendar month following the calendar month in which the Date of Termination occurred, but in no event later than the end of Executive’s tax year following the tax year in which the Executive remits (or the Company remits on the Executive’s behalf) the taxes associated with the payments made herein.

                    Section 20. Compliance with Code Section 409A. It is intended that the payments and benefits provided under this Agreement shall either be exempt from the application of, or comply with, the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). This Agreement shall be construed, administered, and governed in a manner that effects such intent, and the Company shall not take any action that would be inconsistent with such intent. Without limiting the foregoing, the payments and benefits provided under this Agreement may not be deferred, accelerated, extended, paid out or modified in a manner that would result in the imposition of an additional tax under Section 409A of the Code upon Mr. Wallace.

                    Section 21. Certain Definitions.

              (a) “Affiliate” means a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, a specified person.

              (b) “Change of Control” means for the purpose of this Agreement and shall be deemed to have occurred the date on which one of the following events occurs with respect to the Company (for the purposes of this Section 21, the term “Company” means only Robbins & Myers, Inc.):

              (1) 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

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person, as defined in Rule 13d-3 under said Act, has become the beneficial owner of 25% or more of the outstanding Voting Shares of the Company or the date upon which the Company first learns that a person or group has become the beneficial owner of 25% or more of the outstanding Voting Shares of the Company if a Schedule 13D is not filed provided, in each case, such group or person is not controlled, directly or indirectly, by persons or entities that were, at any time this Agreement is in effect, partners, shareholders or members of M.H.M. & Co. Ltd., an Ohio limited partnership, the Maynard H. Murch Co., Inc., or Loftis Investments, Inc. or Affiliates of any of them;

          (2) 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;

          (3) The consummation of a reorganization, merger, statutory share exchange or consolidation involving the Company or any of its Subsidiaries (each a “Business Combination”) unless, following such Business Combination, all or substantially all of the individuals and entities that were the beneficial owners of the Voting Shares of the Company immediately prior to the Business Combination beneficially own, directly or indirectly, more than 60% of the then outstanding Voting Shares of the corporation resulting from such Business Combination in substantially the same proportions as their ownership immediately prior to such Business Combination of the outstanding Voting Shares of the Company; or

          (4) 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, of the Company’s assets.

          (c) “Prorated Target Bonus” means the Target Bonus prorated for the period beginning on the first day of the fiscal year in which occurs the Date of Termination through the Date of Termination

          (d) “Subsidiary” means an entity (whether or not a corporation) of which 50% or more of the voting stock in the case of a corporation, or other equity interest having voting power in the case of an entity that is not a corporation, is owned or controlled, directly or indirectly, by the Company.

          (e) “Target Bonus” means an amount equal to the target bonus Executive would have received for the fiscal year that ends on or immediately after the Date of Termination, assuming the Company achieved the target levels for which a bonus is paid under the Company’s annual bonus plan then in effect.

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          (f) “Voting Shares” means any securities of a corporation that vote generally in the election of directors of that corporation.

          IN WITNESS WHEREOF, the parties have signed this Agreement as of the day and year first above written.

“Executive”	“Company”
	ROBBINS & MYERS, INC.
/s/ Peter C. Wallace	By:	/s/ Thomas P. Loftis
Peter C. Wallace		Thomas P. Loftis Chairman of the Board; and
	By:	/s/ Joseph M. Rigot
		Joseph M. Rigot Corporate Secretary

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EX-10.15

EXHIBIT 10.15

EXECUTIVE OFFICER CHANGE OF CONTROL AGREEMENT AS AMENDED

          THIS EXECUTIVE OFFICER CHANGE OF CONTROL AGREEMENT AS AMENDED (the “Agreement”) is entered into between ROBBINS & MYERS, INC., an Ohio corporation (the “Company”), and                     , an individual (“Executive”), as of the                      day of                    ,                    , under the following circumstances:

          The Board of Directors of the Company (the “Board”) considers the establishment and maintenance of a sound and vital management to be essential to protecting and enhancing the best interests of the Company and its shareholders. In this connection, the Board recognizes that, as is the case with many publicly held corporations, the mere possibility of a change of control may raise distracting and disrupting uncertainties and questions among management personnel, may interfere with their whole-hearted attention and devotion to the performance of their duties, and may even lead to their departure, all to the detriment of the best interests of the Company and its shareholders. Accordingly, the Board, upon the recommendation of its Compensation Committee, has determined that the best interests of the Company and its shareholders would be served by assuring to certain executives of the Company, including Executive, the protection provided by an agreement which defines the respective rights and obligations of the Company and Executive in the event of termination of employment subsequent to a Change of Control of the Company (as defined in Section 2 of this Agreement).

          In order to induce Executive to continue in the employ of the Company, this Agreement sets forth the severance benefits which the Company agrees shall be provided to Executive in the event Executive’s employment with the Company [or with a Successor to the Company (as defined at Section 10(a)] is terminated subsequent to a Change of Control under the circumstances described below.

NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS
CONTAINED HEREIN, THE COMPANY AND EXECUTIVE AGREE AS FOLLOWS:

          1. Certain Definitions.

               (a) “Affiliate” means a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, a specified person.

               (b) The “Effective Date” shall be the first date during the “Change of Control Period” (as defined in Section 1(b) of this Agreement) on which a Change of Control occurs, and, except as provided in the following sentence, no amount shall be paid or benefits provided under this Agreement if Executive’s employment is terminated for any reason prior to a Change of Control. Anything in this Agreement to the contrary notwithstanding, if Executive’s employment with the Company is terminated by the Company prior to the date on which a Change of Control occurs, and it is reasonably demonstrated that such termination (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change of Control

or (ii) otherwise arose in connection with or anticipation of a Change of Control, then for all purposes of this Agreement the “Effective Date” shall mean the date immediately prior to the date of such termination.

               (c) The “Change of Control Period” is the period commencing on the date hereof and ending on the earlier to occur of (i) the second anniversary of such date or (ii) the first day of the month next following Executive’s attainment of age 65 (“Normal Retirement Date”); provided, however, that commencing on the date one (1) year after the date hereof, and on each annual anniversary of such date (such date and each annual anniversary thereof is hereinafter referred to as the “Renewal Date”), the Change of Control Period shall be automatically extended an additional year so as to terminate on the earlier of (i) two (2) years from such Renewal Date or (ii) the first day of the month next following Executive’s Normal Retirement Date, unless, at least 60 days prior to the Renewal Date, the Company shall give notice that the Change of Control Period shall not be so extended in which event this Agreement shall continue for the remainder of its then current term and terminate as provided herein.

               (d) “Prorated Target Bonus” means the Target Bonus prorated for the period beginning on the first day of the fiscal year in which occurs the Date of Termination through the Date of Termination

               (e) “Subsidiary” means an entity (whether or not a corporation) of which 50% or more of the voting stock in the case of a corporation, or other equity interest having voting power in the case of an entity that is not a corporation, is owned or controlled, directly or indirectly, by the Company.

               (f) “Target Bonus” means an amount equal to the target bonus Executive would have received for the fiscal year that ends on or immediately after the Date of Termination, assuming the Company achieved the target levels for which a bonus is paid under the Company’s annual bonus plan then in effect.

               (g) “Voting Shares” means any securities of a corporation that vote generally in the election of directors of that corporation.

          2. Change of Control. For the purpose of this Agreement, a “Change of Control^" shall mean and shall be deemed to have occurred the date on which one of the following events occurs with respect to the Company (for the purposes of this Section 2, the term “Company” means only Robbins & Myers, Inc.):

               (a) 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 25% or more of the outstanding Voting Shares of the Company or the date upon which the Company first learns that a person or group has become the beneficial owner of 25% or more of the outstanding Voting Shares of the Company if a Schedule 13D is not filed provided, in each case, such group or person is not controlled, directly or indirectly, by persons or entities that were, at any time this Agreement is in effect, partners, shareholders or members of M.H.M. & Co. Ltd., an Ohio

2

limited partnership, the Maynard H. Murch Co., Inc., or Loftis Investments, Inc. or Affiliates of any of them;

               (b) 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;

               (c) The consummation of a reorganization, merger, statutory share exchange or consolidation involving the Company or any of its Subsidiaries (each a “Business Combination”) unless, following such Business Combination, all or substantially all of the individuals and entities that were the beneficial owners of the Voting Shares of the Company immediately prior to the Business Combination beneficially own, directly or indirectly, more than 60% of the then outstanding Voting Shares of the corporation resulting from such Business Combination in substantially the same proportions as their ownership immediately prior to such Business Combination of the outstanding Voting Shares of the Company; or

               (d) 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, of the Company’s assets.

          3. Agreement Not Employment Contract – Employment at Will. This Agreement shall be considered solely as a “severance agreement” obligating the Company to pay to Executive certain amounts of compensation in the event and only in the event of his termination of employment after the Effective Date for the reasons and at the time specified herein. Apart from the obligation of the Company to provide the amounts of additional compensation as provided in this Agreement, the Company shall at all times retain the right to terminate the employment of Executive since the obligation of the Company to Executive shall only be considered as an employment relationship which exists between the Company and Executive which may be terminated at will by either party subject to the obligation of the Company to make payment and perform its obligations as provided in this Agreement.

          4. Termination.

               (a) Death or Disability. This Agreement shall terminate automatically upon Executive’s death. If the Company determines in good faith that the Disability of Executive has occurred (pursuant to the definition of “Disability” set forth below), it may give to Executive written notice of its intention to terminate Executive’s employment. In such event, Executive’s employment with the Company shall terminate effective on the 30th day after the date of such notice, provided that, within such 30-day period, Executive shall not have returned to full-time performance of Executive’s duties. For purposes of this Agreement, “Disability” means disability (either physical or mental) which, at least one hundred eighty (180) days after its commencement, is determined by a physician selected by the Company or its insurers and acceptable to Executive or Executive’s legal representative to be total and permanent (such agreement as to acceptability not to be withheld unreasonably).

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               (b) Cause. The Company has the right to terminate Executive’s employment for Cause, and such termination shall not be a breach of this Agreement by the Company. “Cause” means termination of employment for one of the following reasons: (i) the willful and continued failure of Executive to perform substantially Executive’s duties with the Company or one of its Subsidiaries (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to Executive by the Board or Chief Executive Officer of the Company which specifically identifies the manner in which the Board or Chief Executive Officer believes that Executive has failed to substantially perform his duties and such failure is not cured within fifteen (15) days of such written notice; (ii) an act or acts of dishonesty taken by Executive and intended to result in substantial personal enrichment of Executive at the expense of the Company; (iii) the willful engaging by Executive in illegal conduct or gross misconduct; or (iv) a clearly established violation by Executive of the Company’s Code of Conduct that is materially and demonstrably injurious to the Company. Further, for purposes of this Section (b), no act, or failure to act, on Executive’s part shall be deemed “willful^" if done, or omitted to be done, by Executive in good faith and with a reasonable belief that his action or omission was in the best interest of the Company.

               (c) Good Reason. Executive’s employment may be terminated by Executive for Good Reason, provided that Executive shall have delivered a Notice of Termination within ninety (90) days after the occurrence of the event of Good Reason giving rise to such termination. Good Reason shall mean the occurrence of one or more of the following circumstances, without Executive’s express written consent, that are not remedied by the Company within thirty (30) days of receipt of Executive’s Notice of Termination:

                    (i) The material diminution of the rate of Executive’s annual base salary in effect immediately prior to the Effective Date (“Base Salary”) or material diminution of Executive’s target bonus under the Company’s annual bonus plan in effect immediately prior to the Effective Date;

                    (ii) A material diminution of Executive’s duties or responsibilities with the Company;

                    (iii) a material reduction in the level of benefits available or awarded to Executive under employee and officer benefit plans and programs (other than as part of reductions in such benefit plans or programs affecting similarly situated employees of the Company) that would result in a material diminution in Executive’s overall compensation; or

                    (iv) failure of the Company to comply with and satisfy Section 10(a) of this Agreement.

               (d) Notice of Termination. Any termination by the Company for Cause, or by Executive for Good Reason, shall be communicated by Notice of Termination to the other party hereto given in accordance with Section 12 of this Agreement. For purposes of this Agreement, a “Notice of Termination” means a written notice which (i) indicates the specific termination provisions in this Agreement relied upon, (ii) sets forth in reasonable detail the facts and

4

circumstances claimed to provide a basis for termination of Executive’s employment under the provision so indicated, and (iii) if the Date of Termination (as defined below) is other than the date of receipt of such notice, specifies the Date of Termination. The failure by Executive to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Good Reason shall not waive any right of Executive hereunder or preclude Executive from asserting such fact or circumstance in enforcing his rights hereunder.

               (e) Date of Termination. “Date of Termination” means the date Notice of Termination is given by either the Company or Executive as the case may be or any later date specified therein; provided, however, if Executive’s employment is terminated by reason of death or Disability, the Date of Termination shall be the date of death of Executive or the effective date of Disability, as the case may be, and in the case of a termination for Good Reason, the Date of Termination shall be the date specified in the Notice of Termination, which date shall not be less than thirty (30) days nor more than forty (40) days after the Notice of Termination is given.

          5. Obligations of the Company upon Termination Following Change of Control.

               (a) Good Reason; Termination Other Than for Cause, Disability or Death. If, within twenty-four (24) months after the Effective Date, the Company terminates Executive’s employment other than for Cause, Disability or death, or if Executive terminates his employment for Good Reason:

                    (i) The Company shall pay Executive (A) his Base Salary (or current salary then in effect if higher than his Base Salary) through the Date of Termination, (B) any earned but unpaid bonus for any prior fiscal year of the Company, and (C) all other unpaid amounts, if any, to which Executive is entitled as of the Date of Termination under any compensation plan or program of the Company, at the time such payments are due;

                    (ii) The Company shall pay to Executive an amount equal to Executive Prorated Target Bonus as defined at Section 1;

                    (iii) The Company shall pay to Executive an aggregate amount equal to the product of (A) the sum of (1) Executive’s Base Salary and (2) the average annual bonus paid to Executive by the Company with respect to the three fiscal years that immediately precede the fiscal year in which the Date of Termination occurs (or such lesser period that Executive was employed by the Company) and (B) the number one and a half (1.5);

                    (iv) The Company shall maintain in full force and effect, for the continued benefit of Executive (and his spouse and/or his dependents, as applicable) for a period of eighteen (18) months following the Date of Termination the medical, hospitalization, and dental programs, in which Executive (and his spouse and/or his dependents, as applicable) participated immediately prior to the Date of Termination at the level in effect and upon substantially the same terms and conditions (including

5

without limitation contributions required by Executive for such benefits) as existed immediately prior to the Date of Termination; provided, if Executive (or his spouse) is eligible for Medicare or a similar type of governmental medical benefit, such benefit shall be the primary provider before Company medical benefits are provided. If Executive (or his spouse and/or his dependents) is prohibited from continued participation in Company programs providing such benefits due to plan limitations or governmental laws or regulations, the Company shall arrange to provide Executive (and his spouse and/or his dependents, as applicable) with the economic equivalent of such benefits which they otherwise would have been entitled to receive under such plans and programs (“Continued Benefits”). If Executive becomes reemployed with another employer and is eligible to receive medical, hospitalization and dental benefits under another employer-provided plan, the medical, hospitalization and dental benefits described herein shall be secondary to those provided under such other plan during the applicable period;

                    (v) The Company shall reimburse Executive pursuant to the Company’s policy for reasonable business expenses incurred, but not paid, prior to the Date of Termination;

                    (vi) All options, shares of restricted stock, performance shares and any other equity based awards shall be and become fully vested as of the Date of Termination and, notwithstanding any provision to the contrary in the applicable Award Agreement, any such options may be exercised and shall not expire until the earlier of (A) the expiration of the option term as set forth in the Award Agreement or (B) the first annual anniversary of the Date of Termination;

                    (vii) Executive shall be entitled to any other rights, compensation and/or benefits as may be due to Executive following termination to which he is otherwise entitled in accordance with the terms and provisions of any plans or programs of the Company; and

                    (viii) The Company shall pay Executive amounts described in this Section 5(a) as follows: (a) all amounts paid pursuant to a separate plan, program, agreement or arrangement shall be paid as provided therein unless specifically provided otherwise in this Section 5(a); (b) reimbursements (other than reimbursements or benefits provided in Section 5(a)(iv)) that fit within the exception to Code Section 409A provided in Section 1.409A-1(b)(9)(v) (reimbursements that Executive could otherwise deduct under Code Section 162 or Code Section 167 as business expenses incurred in connection with the performance of services, ignoring any applicable limits based on AGI) shall be paid within 20 days of the Date of Termination; provided, however, if any reimbursements do not fall within that exception, such reimbursements shall be made on the first day of the seventh calendar month following the calendar month in which the Date of Termination occurred; (c) amounts paid to Executive pursuant to Subsections (i), (ii), and (iii) of Section 5(b)(i) shall be paid within 20 days of the Date of Termination; and (d) such other amounts shall be paid in accordance with the Company’s normal payroll practices in effect on November 9, 2007.

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               (b) Termination for Cause, Disability or Death or by Executive Other than for Good Reason. If, within twenty-four (24) months after the Effective Date, Executive’s employment is terminated for Cause, Disability, death or by Executive other than for Good Reason:

                    (i) The Company shall pay Executive (i) his Base Salary (or current salary then in effect if higher than his Base Salary) through the Date of Termination, (ii) any earned but unpaid bonus for any prior fiscal year of the Company; (iii) Executive’s Prorated Target Bonus as defined in Section 1; and (iv) all other unpaid amounts, if any, to which Executive is entitled as of the Date of Termination under any compensation plan or program of the Company at the time such payments are due; provided, however, if the termination is for Cause or by Executive other than for Good Reason, then Executive shall not be entitled to, or paid, the items listed in clauses (ii) and (iii) of this Section 5(b)(i);

                    (ii) The Company shall reimburse Executive pursuant to the Company’s policy for reasonable business expenses incurred, but not paid, prior to termination of employment, unless such termination resulted from a misappropriation of Company funds;

                    (iii) Executive shall be entitled to any other rights, compensation and/or benefits as may be due to Executive following termination to which he is otherwise entitled in accordance with the terms and provisions of any plans or programs of the Company; and

                    (iv) The Company shall pay Executive amounts described in this Section 5(b) as follows: (a) all amounts paid pursuant to a separate plan, program, agreement or arrangement shall be paid as provided therein unless specifically provided otherwise in this Section 5(b); (b) reimbursements that fit within the exception to Code Section 409A provided in Section 1.409A-1(b)(9)(v) (reimbursements that Executive could otherwise deduct under Code Section 162 or Code Section 167 as business expenses incurred in connection with the performance of services, ignoring any applicable limits based on AGI) shall be paid within 20 days of the Date of Termination; provided, however, if any reimbursements do not fall within that exception, such reimbursements shall be made on the first day of the seventh calendar month following the calendar month in which the Date of Termination occurred; (c) amounts paid to Executive pursuant to Sections 5(b)(i)(ii) and (iii) shall be paid within 20 days of the Date of Termination; and (d) such other amounts shall be paid in accordance with the Company’s normal payroll practices in effect on November 9, 2007.

          6. No Duplication of Benefits. Notwithstanding the fact that Executive is entitled to benefits as provided under this Agreement, if Executive is also entitled to receive payment of benefits under a severance plan of the Company (“Severance Plan^"), and payment of benefits under this Agreement, then, such payments due upon termination of employment of Executive shall only be paid under this Agreement or under the Severance Plan whichever is most favorable to Executive.

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          7. Mitigation. Executive shall not be required to mitigate amounts payable under this Agreement by seeking other employment or otherwise, and there shall be no offset against amounts due Executive under this Agreement on account of subsequent employment except as specifically provided herein.

          8. Confidential Information; Ownership of Documents; Non-Competition.

               (a) Confidential Information. Executive acknowledges that he has had, and will have, access to certain Confidential Information (as hereinafter defined) of the Company and its Subsidiaries and Executive agrees that he will not at any time, directly or indirectly, disclose orally or in writing or use any Confidential Information, regardless of how it may have been acquired, unless the disclosure or use of such Confidential Information is expressly authorized in writing in advance by the Company, is necessary in the ordinary conduct of Executive’s duties under this Agreement or is required by law. “Confidential Information” means all information pertaining or relating to the Company’s or its Subsidiaries’ business, including, but not limited to, products, pricing, drawings and bills of materials, manufacturing and application engineering know-how, services, strategies, customers, customer list, customer account records, financial information, employee compensation, marketing plans, computer software (including all operating system and system application software) and other proprietary business information. As used herein, Confidential Information shall not include any information which (i) is or becomes generally known to the public other than as a result of the disclosure or use thereof by Executive in violation of the terms of this Agreement or (ii) is obtained by Executive from a third party who is lawfully in possession of such information and is not subject to any obligation to refrain from disclosing such information. Executive acknowledges and agrees that all of the Confidential Information is and shall continue to be the exclusive proprietary property of the Company and its Subsidiaries whether or not prepared in whole or in part by Executive and whether or not disclosed to or entrusted to the custody of Executive.

               (b) Removal of Documents; Rights to Products; Other Property. All records, files, drawings, documents, models, equipment, and the like relating to the Company’s business or its Subsidiaries’, which Executive has control over may not be removed from the Company^‘s premises without its written consent, unless removal is in the furtherance of the Company’s business or is in connection with Executive’s carrying out his duties under this Agreement and, if so removed, shall be returned to the Company promptly after termination of Executive^‘s employment under this Agreement.

               (c) Non-Competition Provisions.

                    (i) Executive agrees that while employed by the Company and for the 12-month period immediately after Executive ceases to be employed by the Company for any reason, Executive shall not, without the prior written consent of the Company, either directly or indirectly, perform any services (whether advisory, consulting, employment or otherwise) for, invest in or otherwise become associated with in any capacity, any person, corporation, partnership or other entity which engages in a Competitive Business (as defined in Section 8(c)(ii)); provided, however, that nothing

8

herein contained shall prevent Executive (A) from purchasing and holding for investment less than 2% of the shares of any corporation, the shares of which are regularly traded either on a national securities exchange or in the over-the-counter market or (B) from providing services to any corporation, partnership, or other entity if the Competitive Business represents less than 15% of the gross revenues of such corporation, partnership, or entity and Executive’s services are not rendered, directly or indirectly, to the division or subsidiary which is engaged in the Competitive Business.

                    (ii) For purposes of this Agreement, “Competitive Business” means the design, engineering, manufacture, marketing, distribution, sale, or servicing in the Prohibited Territory (as defined below) of (i) processing or packaging equipment used in the pharmaceutical industry, (ii) wellhead, drilling, recovery and transmission equipment used in the oil and gas industry, or (iii) progressing cavity pumps, industrial mixers and agitators, or glass-lined reactor and storage vessels used in any industry. “Prohibited Territory” means the countries in which the Company or one of its Subsidiaries had manufacturing, distribution facilities, or sales offices at any time that Executive was employed by the Company.

               (d) Non-Solicitation or Hire . Executive agrees that while employed by the Company and for the 12-month period immediately after Executive ceases to be employed by the Company for any reason, Executive shall not, without the prior written consent of the Company, either directly or indirectly, solicit or attempt to solicit or induce, directly or indirectly, (i) any person or entity who is or was a customer of the Company or its Subsidiaries while Executive was employed by the Company for the purpose of marketing, selling or providing to any such person or entity any services or products of the same general type offered by or available from the Company or its Subsidiaries or (ii) any person who was an employee of the Company or any of its Subsidiaries on the Date of Termination to terminate such employee’s employment relationship with the Company or its Subsidiaries in order to enter into a similar relationship with Executive, any business which then employs Executive or to which Executive provides any services, or any Competitive Business.

               (e) Injunctive Relief. Executive acknowledges that compliance with the covenants and provisions in this Sections 8 is necessary to protect the Company and that a breach of these covenants will result in irreparable and continuing damage for which there will be no adequate remedy at law. Accordingly, Executive agrees that in the event of any breach of said covenants or provisions, the Company and its successors and assigns shall be entitled to injunctive relief (including specific performance) and to such other and further equitable relief (in addition to money damages) as is proper in the circumstances. Executive further agrees to waive the securing or purchasing of any bond in connection with any such remedy.

               (f) Judicial Modification .  If any court determines that any of the covenants in Section 8, or any part of any of them, is invalid or unenforceable, the remainder of such covenants and parts thereof shall not thereby be affected and shall be given full effect, without regard to the invalid portion.  If any court determines that any of such covenants, or any part thereof, is invalid or unenforceable because of the geographic or temporal scope of such provision, such court shall reduce such scope to the minimum extent necessary to make such covenants valid and enforceable.

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               (g) Continuing Operation. Except as specifically provided in this Section 8, the termination of Executive’s employment or of this Agreement shall have no effect on the continuing operation of this Section 8.

          9. Arbitration; Legal Fees and Expenses. The parties agree that Executive’s employment and this Agreement relate to interstate commerce, and that any disputes, claims or controversies between Executive and the Company which may arise out of or relate to Executive’s employment relationship or this Agreement shall be settled by arbitration. This agreement to arbitrate shall survive the termination of this Agreement. Any arbitration shall be in accordance with the Rules of the American Arbitration Association and undertaken pursuant to the Federal Arbitration Act. Arbitration shall be held in Dayton, Ohio unless the parties mutually agree on another location. The decision of the arbitrator(s) shall be enforceable in any court of competent jurisdiction. The parties agree that punitive, liquidated or indirect damages shall not be awarded by the arbitrator(s) unless such damages would have been awarded by a court of competent jurisdiction. Nothing in this Agreement to arbitrate, however, shall preclude the Company from obtaining injunctive relief from a court of competent jurisdiction prohibiting any on-going breaches by Executive of this Agreement including, without limitation, violations of Section 8. If any contest or dispute arises between the Company and Executive regarding any provision of this Agreement, the Company shall reimburse Executive for all legal fees and expenses reasonably incurred by Executive in connection with such contest or dispute, except that the Company shall not be obligated to pay any legal fees or expenses incurred by Executive in any contest in which the trier of fact determines that the Executive’s position was frivolous or maintained in bad faith. Such reimbursement shall be made as soon as practicable following the final, non-appealable resolution of such contest or dispute to the extent the Company receives reasonable written evidence of such fees and expenses.

          10. Agreement Binding on Successors.

               (a) Company’s Successors. No rights or obligations of the Company under this Agreement may be assigned or transferred except that the Company shall require any successor (whether direct or indirect, by purchase, merger, reorganization, sale, transfer of stock, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no succession had taken place. As used in this Agreement, “Company” means the Company as hereinbefore defined and any successor to its business and/or assets (by merger, purchase or otherwise as provided in this Section 10(a)) which executes and delivers the agreement provided for in this Section 10 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.

               (b) Executive’s Successors. No rights or obligations of Executive under this Agreement may be assigned or transferred by Executive other than his rights to payments or benefits under this Agreement, which may be transferred only by designation of a beneficiary in accordance with this Section 10(b) or by will or the laws of descent and distribution. Upon Executive’s death, this Agreement and all rights of Executive under this Agreement shall inure to the benefit of and be enforceable by Executive’s beneficiary or beneficiaries, personal or legal representatives, or estate, to the extent any such person succeeds

10

to Executive’^s interests under this Agreement. Executive shall be entitled to select and change a beneficiary or beneficiaries to receive any benefit or compensation payable under this Agreement following Executive^‘s death by giving the Company written notice thereof in a form acceptable to the Company. In the event of Executive’s death or a judicial determination of his incompetence, reference in this Agreement to Executive shall be deemed, where appropriate, to refer to his beneficiary(ies), estate or other legal representative(s). If Executive should die following his Date of Termination while any amounts would still be payable to him under this Agreement if he had continued to live, all such amounts unless otherwise provided shall be paid in accordance with the terms of this Agreement to such person or persons so appointed in writing by Executive, or otherwise to his legal representatives or estate.

          11. Savings Clause.

               (a) Limitation on Payments. Sections 280G and 4999 of the Code impose a 20% excise tax on excessive compensation received by, and deny a deduction to the Company for the amount of excess compensation paid to, employees who are officers, shareholders or highly compensated individuals as a result of a change in the ownership or effective control of the Company or in the ownership of a substantial portion of the Company’s assets (a “Change in Control”). In general, payments to an individual that are contingent on a Change in Control will not be treated as excessive if such payments are less than three (3) times the average annual compensation received by such individual over the five (5) years preceding the Change in Control. The provisions that follow are designed to maximize the amounts payable to Executive under this Agreement in the event of a Change in Control, taking into consideration the possible application of the foregoing Code provisions.

               (b) Notwithstanding anything in this Agreement to the contrary, in the event that it is determined that any payment by the Company to Executive or for Executive’s benefit, whether paid or payable pursuant to the terms of this Agreement or otherwise, would be taxable because of Section 4999 of the Code, then the aggregate present value of amounts payable to Executive or for Executive’s benefit pursuant to this Agreement shall be reduced to the Reduced Amount unless Section 11(c) below applies. For purposes of this subparagraph, the “Reduced Amount” shall be defined as an amount expressed in present value which maximizes the amounts payable pursuant to this Agreement without causing any such payments to be taxable to Executive because of Section 4999 of the Code.

               (c) If the Net After Tax Benefit of all amounts payable to Executive pursuant to this Agreement exceeds the Net After Tax Benefit of the Reduced Amount, then this Section 11 shall not apply to limit any amount payable to Executive. “Net After Tax Benefit” means the amount payable to Executive or for Executive’s benefit pursuant to this Agreement (whether the Reduced Amount or the full amounts payable to Executive under this Agreement), less the sum of (i) the amount of federal income taxes payable with respect to such amounts and (ii) the amount of excise taxes payable on such amounts pursuant to Section 4999 of the Code, if any. For purposes of this Section 11(c), federal income taxes payable in respect of future payments shall be those prescribed by the Code at the time the calculation is made for the periods in which the same shall be payable.

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               (d) An initial determination as to whether any reduction in payments and benefits is necessary in order to comply with Section 11(b) above and, if so, the calculation of the Reduced Amount shall be made by the Company and furnished to Executive in writing within seven (7) days following the date of the Change of Control of the Company. From time to time thereafter as necessary and, in any event, upon termination of Executive’s employment, the Company shall re-examine its determination and recalculate the Reduced Amount and promptly furnish information with respect to the same to Executive in writing. The Company’s determination and its calculation of the Reduced Amount following the termination of Executive’s employment will be final and binding upon Executive unless Executive notifies the Company within eight (8) days after Executive receives the Company’s determination and calculation that Executive disputes the same. Within ten (10) days after Executive so notifies the Company, Executive shall deliver to the Company a statement of the basis for Executive’s opinion as to whether any reduction in payments and benefits is necessary, pursuant to Section 11(b) above and, if so, Executive’s calculation of the Reduced Amount. If, within ten (10) days after the Company receives such statement, the Company and Executive are unable to agree as to whether any reduction is necessary or as to the calculation of any amounts under this Section 11, then the Company and Executive shall, within three (3) days thereafter, choose a nationally recognized accounting firm to resolve any such dispute. Such accounting firm’s determination shall be made promptly and delivered to the Company and Executive within twenty (20) days of its appointment and shall be final and binding on the parties. All costs incurred in connection with the accounting firm’s determination shall be borne by the Company.

               (e) To the extent that a determination and calculation of the Reduced Amount becomes final and binding in accordance with Section 11(d) and a reduction in payments and benefits is necessary, then the reduction shall occur in the following order: (i) cash payments; (ii) cancellation of accelerated vesting of performance-based equity awards, if any (based on the reverse order of the date of grant); (iii) cancellation of accelerated vesting of other equity awards, if any (based on the reverse order of the date of grant); and (iv) reduction of welfare benefits.

               (f) Pending a final and binding determination and calculation of the Reduced Amount in accordance with this Section 11, Executive shall have the right to require the Company to pay to Executive all or any undisputed portion of the Reduced Amount, as determined and calculated by the Company, that would be then due and payable to Executive pursuant to this Agreement. Such payment shall be made within two (2) days after the date of receipt of notice from Executive requesting such payment.

               (g) The Company shall pay to Executive or for Executive’s benefit that portion of the Reduced Amount which is then due and payable (less any amount previously paid pursuant to Section 11(f) above) within fifteen (15) days after the date upon which any determination and calculation of the Reduced Amount becomes final and binding in accordance with Section 11(d) above. The balance of the Reduced Amount shall be paid promptly as the same becomes due and payable under this Agreement.

               (h) In the event that the Internal Revenue Service or a court of competent jurisdiction makes a final determination that any payments to Executive under this

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Agreement are taxable to Executive pursuant to Section 4999 of the Code, and such payments should not have been made under the terms of Sections 11(b) and (c) hereof (such taxable payments and benefits being referred to hereinafter as an “Overpayment”) or in the event that the Code shall be amended or final regulations thereunder adopted and, as a result thereof, payments or benefits previously made to Executive under this Agreement should not have been made under the terms of Sections 11(b) and (c) and are thus recharacterized as an Overpayment, the amount of such Overpayment shall be treated for all purposes as a loan to Executive which shall be repayable by Executive within thirty (30) days after demand by the Company, together with interest at the applicable federal rate specified for a demand loan in Section 7872(f)(2) of the Code, compounded semiannually. The foregoing provision relating to Overpayments shall be applicable notwithstanding previous compliance by the Company and Executive with the requirements of this Section 11; provided, however, that no such Overpayment shall be repaid by Executive to the Company if and to the extent that, despite making such repayment, the amount which is subject to taxation under Section 4999 of the Code would not be reduced.

          12. Notice. For the purposes of this Agreement, notices, demands and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered either personally or by United States certified or registered mail, return receipt requested, postage prepaid, addressed as follows:

If to Executive:

At his last known address evidenced on the
Company’s payroll records.

If to the Company:

Robbins & Myers, Inc.
51 Plum Street, Suite 260
Dayton, OH 45440
Attention: President and Chief Executive Officer

or to such other address as any party may have furnished to the others in writing in accordance with this Agreement, except that notices of change of address shall be effective only upon receipt.

          13. Withholding. All payments and benefits hereunder shall be subject to any required withholding of federal, state and local taxes pursuant to any applicable law or regulation.

          14. Compliance with Code Section 409A. It is intended that the payments and benefits provided under this Agreement shall either be exempt from the application of, or comply with, the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). This Agreement shall be construed, administered, and governed in a manner that effects such intent, and the Company shall not take any action that would be inconsistent with such intent. Without limiting the foregoing, the payments and benefits provided under this Agreement may not be deferred, accelerated, extended, paid out or modified

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in a manner that would result in the imposition of an additional tax under Section 409A of the Code upon Executive.

          15. Miscellaneous. No provisions of this Agreement may be amended, modified, or waived unless agreed to in writing and signed by Executive and by a duly authorized officer of the Company. No waiver by either party of any breach by the other party of any condition or provision of this Agreement shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. The respective rights and obligations of the parties under this Agreement shall survive Executive’s termination of employment and the termination of this Agreement to the extent necessary for the intended preservation of such rights and obligations. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Ohio without regard to its conflicts of law principles.

          16. Validity. The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

          17. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.

          18. Section Headings. The section headings in this Agreement are for convenience of reference only, and they form no part of this Agreement and shall not affect its interpretation.

          19. Entire Agreement. Except as provided elsewhere herein, this Agreement sets forth the entire agreement of the parties with respect to its subject matter and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, employee or representative of any party to this Agreement with respect of such subject matter.

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          IN WITNESS WHEREOF, the parties have executed this Agreement on the date first above written.

ROBBINS & MYERS, INC.
By:
	Peter C. Wallace, President and Chief
	Executive Officer

EXECUTIVE

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EX-10.16

EXHIBIT 10.16

(As Amended and Restated through October 5, 2007)

ROBBINS & MYERS, INC.
2006 EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN

(Effective August 31, 2006)

     1. Definitions. As used herein, the following capitalized terms shall have the meanings set forth below:

     “Affiliate” means a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, a specified person.

     “Beneficiary” means such person, trust or other recipient as Participant shall have designated in writing. If Participant fails to designate a Beneficiary, or if the Beneficiary (and any contingent Beneficiary) predeceases Participant, the Beneficiary shall be the Participant’s estate.

     “Board” means the Board of Directors of the Company.

     “Change in Control” means for the purpose of this Plan and shall be deemed to have occurred the date on which one of the following events occurs with respect to the Company:

     (a) The Company is provided a copy of Schedule 13D, filed pursuant to Section 13(d) of the Securities Exchange Act of 1934 (the “Act”) indicating that a group or person, as defined in Rule 13d-3 under the Act, has become the beneficial owner of 25% or more of the outstanding Voting Shares of the Company or the date upon which the Company first learns that a person or group has become the beneficial owner of 25% or more of the outstanding Voting Shares of the Company if a Schedule 13D is not filed provided, in each case, such group or person is not controlled, directly or indirectly, by persons or entities that were, at any time this Plan is in effect, partners, shareholders or members of M.H.M. & Co. Ltd., an Ohio limited partnership, the Maynard H. Murch Co., Inc. or Loftis Investments, Inc. or Affiliates of any of them;

     (b) 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;

     (c) The consummation of a reorganization, merger, statutory share exchange or consolidation involving the Company or any of its Subsidiaries (each a “Business Combination”) unless, following such Business Combination, all or substantially all of the individuals and entities that were the beneficial owners of the Voting Shares of the Company immediately prior to the Business Combination beneficially own, directly or indirectly, more than 60% of the then outstanding Voting Shares of the corporation resulting from such Business Combination in

substantially the same proportions as their ownership immediately prior to such Business Combination of the outstanding Voting Shares of the Company; or

     (d) 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, of the Company’s assets.

     “Code” means the Internal Revenue Code of 1986, as amended.

     “Company” means Robbins & Myers, Inc., an Ohio corporation, and its successors.

     “Committee” means the Compensation Committee of the Board.

     “Compensation” means any salary or incentive compensation or bonus payable to a Participant in cash for services rendered to the Company or a Subsidiary of the Company; provided, however, that in no event shall Compensation include any severance or severance-related payments or compensation based on performance or results over a period more than one year.

     “Deferred Compensation Account” shall mean the account established and maintained by the Company on its books for each Participant and to which a Participant’s deferred compensation shall be recorded. The Company shall credit to such Deferred Compensation Account all amounts described in Section 3 of the Plan. Notwithstanding the foregoing, each Participant’s Deferred Compensation Account shall be solely a memorandum account, and title to and beneficial ownership of the amounts recorded to each Deferred Compensation Account shall at all times remain with the Company. The effect of participation in the Plan is simply to create an unfunded and unsecured promise to pay deferred compensation to the Participant or the Participant’s Beneficiary pursuant to the terms of the Plan. Nothing contained in the Plan and no deferral payment pursuant to this Plan shall by itself create or be construed to create a trust or fiduciary relationship of any kind between the Company and any Participant or the Participant’s Beneficiary or any other person.

     “Disabled” means the condition whereby a Participant (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve months; or (ii) is, by reason of any medically determinable physical or mental impairment that can be expected to last for a continuous period of not less than twelve months, receiving income replacement benefits for a period of not less than three months under an accident and health plan of the Participant’s employer.

     “Effective Date” shall be August 31, 2006.

     “401(k) Plan” means the Robbins & Myers, Inc. Employee Savings Plan.

     “Participant” means any officer or other key management employee of the Company or a Subsidiary of the Company designated by the Committee to be eligible to participate in this Plan.

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     “Plan” means this Executive Supplemental Retirement Plan, as the same may be amended from time to time.

     “Plan Year” means the period from the Effective Date through August 31, 2006 and thereafter each twelve month period beginning on September 1 of each year.

     “Subsidiary” means an entity (whether or not a corporation) of which 50% or more of the voting stock in the case of a corporation, or other equity interest having voting power in the case of an entity that is not a corporation, is owned or controlled, directly or indirectly, by the Company.

     “Voting Shares” means any securities of a corporation that vote generally in the election of directors of that corporation.

     2. Purpose of the Plan. The purpose of this Plan is to provide Participants with deferred compensation payable to them at retirement (but in no event earlier than age 60) or such later date as may be elected by each Participant consistent with Section 5 of the Plan.

     The Plan is intended to comply with all requirements of Section 409A of the Code, and shall at all times be administered, interpreted and construed to carry out such intention. Any provision of the Plan that cannot be so administered, interpreted and construed shall be void and of no effect.

     Further, the Plan is intended to be “unfunded and maintained primarily for the purpose of providing deferred compensation to management or highly compensated employees” and, thus, is exempt from Parts 2 through 4 of Title I of the Employee Retirement Income Security Act of 1974, as amended.

     3. Deferred Compensation Benefit. As soon as practicable following the last day of each Plan Year, the Company shall credit to each Participant’s Deferred Compensation Account, effective as of the last day of the Plan Year, an amount equal to ten percent (10%) of the Participant’s Compensation for the Plan Year less the Employer Discretionary Contribution (as defined in the 401(k) Plan) which is credited to the Participant’s account in the 401(k) Plan for the preceding calendar year.

     Amounts credited to each Participant’s Deferred Compensation Account shall earn interest at a rate of seven (7) percent per annum from and after the effective date of the allocation, as described in the immediately preceding paragraph.

     4. Payment of Benefit. (a) Subject to the provisions of Section 5, a Participant’s Deferred Compensation Account balance shall be paid to the Participant as a single lump sum on the first day of the 14th calendar month following the later of (i) the Participant’s retirement from the Company, or (ii) the Participant’s 60th birthday. Notwithstanding the foregoing, if the Committee determines that a Participant is Disabled, the Disabled Participant’s Deferred Compensation Benefit shall be paid to the Participant as a single lump sum on the first day of the 14th calendar month following the determination of Disability.

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     (b) In the event a Participant dies prior to the payment of the Participant’s Deferred Compensation Benefit as described in subsection (a), the Participant’s Deferred Compensation Account shall be paid to the Participant’s Beneficiary as a lump sum as soon as practicable following the Participant’s death, but in no event later than 90 days following the Participant’s death.

     5. Subsequent Deferral Election. A Participant may elect to defer the payment of the Participant’s Deferred Compensation Benefit until a date later than and in a form different from that specified in Section 4(a) by executing a Subsequent Deferral Election and delivering the Subsequent Deferral Election to the Secretary of the Company not less than 12 months prior to the date on which payment is to begin pursuant to Section 4. A Subsequent Deferral Election must provide that all payments with respect to which the Subsequent Deferral Election is made will be deferred for a period of not less than five years from the date such payments would otherwise have been made. A Subsequent Deferral Election shall be irrevocable. In no event may a Subsequent Deferral Election result in the acceleration of any payment under the Plan, except as may be permitted by Treasury Regulations issued under Section 409A of the Code.

     Consistent with this Section, the exclusive alternative form of payment shall be substantially equal annual payments over a period of years, not to exceed fifteen (15) years.

     6. Change in Control Event. In the event of a Change in Control, the Company shall, as soon as practicable following the Change in Control, establish a grantor trust with terms consistent with those of the model grantor trust provided in Revenue Procedure 92-64 (a “Rabbi Trust”) in favor of the Participant to which the Company shall transfer an amount of money equal to the balance of the Participant’s Deferred Compensation Account on the date of transfer. Thereafter, all amounts that would have been credited to the Participant’s Deferred Compensation Account but for the Change in Control shall be credited to the Rabbi Trust established for the Participant. This Section shall have no effect on any provisions of the Plan other than those specifically mentioned herein.

     7. Agreement Not to Compete/Non-Disclosure. (a) Participant agrees that while employed by the Company and for the 12-month period immediately after Participant ceases to be employed by the Company for any reason, Participant shall not, without the prior written consent of the Company, either directly or indirectly, perform any services (whether advisory, consulting, employment or otherwise) for, invest in or otherwise become associated with in any capacity, any person, corporation, partnership or other entity which engages in a Competitive Business (as defined in Section 7(b)); provided, however, that nothing herein contained shall prevent Participant (i) from purchasing and holding for investment less than 2% of the shares of any corporation, the shares of which are regularly traded either on a national securities exchange or in the over-the-counter market or (ii) from providing services to any corporation, partnership, or other entity if the Competitive Business represents less than 15% of the gross revenues of such corporation, partnership, or entity and Participant’s services are not rendered, directly or indirectly, to the division or subsidiary which is engaged in the Competitive Business.

     (b) For purposes of this Plan, “Competitive Business” means the design, engineering, manufacture, marketing, distribution, sale, or servicing in the Prohibited Territory (as defined below) of (i) processing or packaging equipment used in the pharmaceutical industry; (ii)

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wellhead, drilling, recovery and transmission equipment used in the oil and gas industry; or (iii) progressing cavity pumps, industrial mixers and agitators, or glass-lined reactor and storage vessels used in any industry. “Prohibited Territory” means the countries in which the Company or one of its Subsidiaries had manufacturing, distribution facilities, or sales offices at any time that Participant was employed by the Company. In addition, all records, files, drawings, documents, models, equipment, and the like relating to the Company’s business or its Subsidiary’s, which Participant has control over may not be removed from the Company’s premises without its written consent, unless removal is in the furtherance of the Company’s business and, if so removed, shall be returned to the Company promptly after termination of Participant’s employment with the Company.

     (c) Participant acknowledges that he has had, and will have, access to certain Confidential Information (as defined below) of the Company and its Subsidiaries and Participant agrees that he will not at any time, directly or indirectly, disclose orally or in writing or use any Confidential Information, regardless of how it may have been acquired, unless the disclosure or use of such Confidential Information is expressly authorized in writing in advance by the Company, is necessary in the ordinary conduct of Participant’s duties with the Company, or is required by law. “Confidential Information” means all information pertaining or relating to the Company’s or its Subsidiaries’ business, including, but not limited to, products, pricing, drawings and bills of materials, manufacturing and application of engineering know-how, services, strategies, customers, customer list, customer account records, financial information, employee compensation, marketing plans, computer software (including all operating system and system application software) and other proprietary business information. As used herein, Confidential Information shall not include any information which (i) is or becomes generally known to the public other than as a result of the disclosure or use thereof by Participant in violation of the terms of this subsection, or (ii) is obtained by Participant from a third party who is lawfully in possession of such information and is not subject to any obligation to refrain from disclosing such information. Participant acknowledges and agrees that all of the Confidential Information is and shall continue to be the exclusive proprietary property of the Company and its Subsidiaries whether or not prepared in whole or in part by Participant and whether or not disclosed to or entrusted to the custody of Participant.

     8. Forfeiture of Benefit. A Participant shall forfeit his Deferred Compensation Benefit upon the occurrence of any of the following:

     (a) Termination of employment with the Company if the Participant has less than 5 Years of Service (as defined below) with the Company; however, in the event the Participant is employed by the Company (i) at the time of his death, (ii) at the time he is determined to be Disabled, or (iii) immediately preceding the occurrence of a Change in Control, this subsection (a) shall not apply. “Years of Service” for the purpose of the Plan means each consecutive 12-month period the Participant is employed by the Company;

     (b) Termination of employment with the Company for Cause (as defined below) at any time. “Cause” for the purpose of the Plan means any of the following: (i) the willful and continued failure of Participant to perform substantially Participant’s duties with the Company or one of its Subsidiaries (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to Participant by

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the Board which specifically identifies the manner in which the Board believes that Participant has failed to substantially perform his duties and such failure is not cured within thirty (30) days of such written notice; (ii) an act or acts of dishonesty taken by Participant and intended to result in substantial personal enrichment of Participant at the expense of the Company; (iii) the willful engaging by Participant in illegal conduct or gross misconduct; or (iv) a clearly established violation by Participant of the Company’s Code of Conduct that is materially and demonstrably injurious to the Company. Further, for purposes of this Section 8(b), no act, or failure to act, on Participant’s part shall be deemed “willful” if done, or omitted to be done, by Participant in good faith and with a reasonable belief that his action or omission was in the best interest of the Company; or

     (c) Violation of Section 7 of the Plan.

     9. Administration. This Plan shall be administered by the Committee. The decision of the Committee shall be final and binding with respect to the interpretation, construction, and application of this Plan. The Committee may refer to the Board the exercise of any power, authority, or discretion assigned to the Committee in this Plan and, in any such case, the decision of the Board shall have the same effect as a decision of the Committee.

     10. Amendment or Termination. The Board may amend or terminate this Plan at any time. No amendment or termination of this Plan shall adversely affect the right of any Participant or former Participant to payment of amounts credited to the Participant’s account prior to such amendment or termination, and interest thereon shall continue to be credited to such account and paid in accordance with this Plan.

     11. Miscellaneous. (a) This Plan shall not confer upon any Participant the right to continued employment with the Company or any of its subsidiaries or affect in any way the right of the Company and its subsidiaries to terminate the employment of any Participant at any time and for any reason.

     (b) Except as specified herein, no right or benefit under this Plan shall be subject to anticipation, alienation, sale, assignment, pledge, encumbrance, or charge, and any attempt to anticipate, alienate, sell, assign, pledge, encumber, or charge the same shall be void.

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

     12. Claims Procedure. Any controversy or claim arising out of or relating to this Plan shall be filed with the Committee which shall make all determinations concerning such claim. Any decision by the Committee denying such claim shall be in writing and shall be delivered to all parties in interest. Such decision shall set forth the reasons for denial in plain language. Pertinent provisions of the Plan shall be cited and, where appropriate, an explanation as to how the Executive can perfect the claim will be provided. This notice of denial of benefits will be provided within 90 days of the Committee’s receipt of the Executive’s claim for benefits. If the Committee fails to notify the Participant of its decision regarding his claim, the claim shall be

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considered denied, and the Participant shall then be permitted to proceed with his appeal as provided in this section.

If the Participant has been completely or partially denied a benefit, the Participant shall be entitled to appeal this denial of his claim by filing a written statement of his position with the Committee no later than sixty (60) days after receipt of the written notification of such claim denial. The Committee shall schedule an opportunity for a full and fair review of the issue within thirty (30) days of receipt of the appeal.

The decision on review shall set forth specific reasons for the decision, and shall cite specific references to the pertinent Plan provisions on which the decision is based.

Following the Committee’s review of any additional information submitted by the Participant, either through the hearing process or otherwise, the Committee shall render a decision on its review of the appealed claim in the following manner:

     (a) The Committee shall make its decision regarding the merits of the appealed claim within sixty (60) days following its receipt of the request for review (or within 120 days after such receipt, in a case where there are special circumstances requiring extension of time for reviewing the appealed claim). The Committee shall deliver the decision to the Participant in writing. If an extension of time for reviewing the appealed claim is required because of special circumstances, written notice of the extension shall be furnished to the Participant prior to the commencement of the extension. If the decision on review is not furnished within the prescribed time, the claim shall be deemed denied on review.

     (b) The decision on review shall set forth specific reasons for the decision, and shall cite specific references to the pertinent Plan provisions on which the decision is based.

(1)	Plan was adopted by the Board and effective January 1, 2006.
(2)	The Board amended the plan on October 5, 2007, primarily to comply with the provisions of Section 409A of the Internal Review Code.

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EX-10.18

EXHIBIT 10.18

ROBBINS & MYERS, INC.
OPTION AWARD AGREEMENT

This OPTION AWARD AGREEMENT (“Agreement”) is entered into as of the Award Date set forth below between ROBBINS & MYERS, INC., an Ohio corporation (the “Company”), and Employee listed in Section 1.1.

     A. The Company from time to time grants to employees Options to purchase Common Shares of the Company (“Common Shares”) as Awards under the Company’s 2004 Incentive Stock Plan As Amended (the “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 acquire 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 an Option should be granted under the Plan to Employee; 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 EMPLOYEE INTENDING TO BE LEGALLY BOUND HEREBY AGREE AS FOLLOWS:

SECTION 1. GRANT AND EXERCISE OF OPTION.

1.1 Grant of Option.

The Company hereby grants to Employee an Option under the Plan to purchase Common Shares as follows:

Employee:
Number of Common Shares
subject to Option:
Option exercise price per share Date of Grant of Option (also referred to	$
as “Award Date”)
Plan Name: Type of Option:	2004 Stock Incentive Plan As Amended Nonqualified Stock Option
Date Option becomes exercisable:	One-Third of the shares become exercisable on the first, second, and third annual anniversary date of the Award Date.
Term of Option (“Term”):	Ten years
Expiration Date of Option:

1.2 Conditions Relating to Exercise of Option.

The Option may not be exercised after Employee’s employment with the Company has terminated except that the Option may during its Term be exercised (i) within 30 days after Employee’s employment with the Company ceases, if the cause of cessation of employment was other than retirement, disability, death or termination of employment by the Company for Gross Misconduct; (ii) within one year of cessation of employment in the case of Early Retirement; and (iii) within three years of cessation of employment in the case of Normal Retirement, death or disability. After termination of employment on account of disability, death, Early Retirement or Normal Retirement, Options may be exercised in full; in all other cases, 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 or other service shall be determined by the Committee.

1.3 Exercise of Option.

(a) Notice of Exercise. The Option may be exercised in whole or in part by written notice in the form required by the Company, together with payment of the aggregate exercise price therefor.

(b) Payment of Option Exercise Price. Payment of the exercise price may be made as follows: (i) in cash, (ii) payment in Common Shares that have been held by Employee for at least six months by actual delivery of such Common Shares to the Company or in accordance with the attestation procedure at Section 6.7 of the Plan, valued at the Fair Market Value of such shares on the date of exercise, (iii) by a delivery of a notice in the form acceptable to the Committee that Employee has placed a market sell order (or similar instruction) with a broker with respect to Common Shares then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the exercise price (conditioned upon the payment of such net proceeds), or (iv) by a combination of the methods described above.

(c) Payment of Applicable Taxes.

No shares shall be delivered upon exercise of the Option until any taxes payable with respect to the exercise of the Option have been withheld by the Company or paid by Employee. Employee may use Common Shares to pay the Company all or any part of the mandatory federal, state or local withholding tax payments at the time of exercise of the Option by following any of the methods of payment set forth in Section 1.3(b) for use in connection with payment of the exercise price of the Option.

(d) Change of Control. In the event of a Change of Control of the Company, the Option, to the extent it is not exercisable, shall become fully exercisable and vested on the date the Change of Control is deemed to have occurred.

SECTION 2. RESTRICTIONS ON TRANSFER

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Except as provided in Section 12.2 of the Plan, the Option shall not be assigned, transferred, pledged, or otherwise encumbered by Employee, otherwise than by will or by the laws of descent and distribution, or be made subject to execution, attachment or similar process. Except as provided in Section 12.2 of the Plan, the Option shall be exercisable during Employee’s lifetime only by Employee or, if permissible under applicable law, by Employee’s guardian or legal representative.

SECTION 3. REPRESENTATIONS OF EMPLOYEE.

Employee hereby represents to the Company that Employee has read and understands the provisions of this Agreement and the Plan, and Employee acknowledges that Employee is relying solely on his or her own advisors with respect to the tax consequences of exercising an Option.

SECTION 4.  NOTICES.

All notices or communications under this Agreement shall be in writing, addressed as follows:

To the Company:	Robbins & Myers, Inc.
	51 Plum Street, Suite 260
	Dayton, Ohio 45440
	Attention: Vice President, Human Resources
To Employee:	At the last residence address of Employee on file with the Company.

Any such notice or communication shall be (a) delivered by hand (with written confirmation of receipt) or sent by a nationally recognized overnight delivery service (receipt requested), (b) be sent certified or registered mail, return receipt requested, postage prepaid, addressed as above (or to such other address as such party may designate in writing from time to time), or (c) be given electronically, if receipt is confirmed electronically to the sender within 24 hours and the actual date of receipt shall determine the time at which notice was given.

SECTION 5. DEFINITIONS.

(a) “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

3

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.

(b) “Company” means Robbins & Myers, Inc., an Ohio corporation, and when used with reference to employment of Employee, Company includes any Subsidiary of the Company.

(c) “Fair Market Value” means the closing price of a Common Share on the date when the value of a Common Share is to be determined, as reported on the New York Stock Exchange-Composite Transactions Tape; or, if no sale of Common Shares is reported on such date, then the next preceding date on which a sale occurred; or if the Common Shares are no longer listed on such 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.

(d) “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.

(e) “Nonqualified Stock Option” means an Option that is not an Incentive Stock Option, as defined in Section 422 of the Internal Revenue Code.

SECTION 6. PLAN CONTROLLING.

The Award is subject all of the terms conditions of the Plan. In the event of a conflict between the Plan and this Agreement, the provisions of the Plan shall control.

SECTION 7. GOVERNING LAW.

This Agreement and its validity, interpretation, performance and enforcement shall be governed by the laws of the State of Ohio other than the conflict of laws provisions of such laws.

SECTION 8. SEVERABILITY.

Whenever possible, each provision in this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be held to be prohibited by or invalid under applicable law, then (a) such provision shall be deemed amended to accomplish the objectives of the provision as originally written to the fullest extent permitted by law and (b) all other provisions of this Agreement shall remain in full force and effect.

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SECTION 9. STRICT CONTSTRUCTION.

No rule of strict construction shall be implied against the Company, the Committee or any other person in the interpretation of any of the terms of the Plan, this Agreement or any rule or procedure established by the Committee.

IN WITNESS WHEREOF, the Company and Employee have duly executed this Agreement as of the Award Date.

ROBBINS & MYERS, INC.

By:
Name:	Peter C. Wallace
Title:	President and Chief Executive Officer

EMPLOYEE

Name:

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EX-10.19

EXHIBIT 10.19

ROBBINS & MYERS, INC.

AWARD AGREEMENT
RESTRICTED SHARE 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 Restricted Share Awards to Employees under the Company’s 2004 Incentive Stock Plan As Amended (the “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 Restricted Shares should be awarded under the Plan to Employee; 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 EMPLOYEE INTENDING TO BE LEGALLY BOUND HEREBY AGREE AS FOLLOWS:

SECTION 1. RESTRICTED SHARE AWARD.

1.1 Grant of Restricted Shares

(a) The Company hereby grants to Employee on October 5, 2007 (the “Award Date”), subject to the terms and conditions of the Plan and subject further to the terms and conditions of this Agreement,                      (___) common shares of the Company (the “Restricted Shares”) as a Restricted Share Award under the Plan. If and when the restrictions set forth in Section 1.2 expire in accordance with the terms of this Agreement without forfeiture of the Restricted Shares, and upon satisfaction of all other applicable conditions with respect to the Restricted Shares, such shares shall no longer be considered restricted for purposes of this Agreement.

(b) As soon practicable after the Award Date (unless the Company has established a “book entry” system for its common shares), the Company shall direct that a stock certificate representing the Restricted Shares be registered in the name of and issued to Employee. Such certificate shall be held in the custody of the Company or its designee until such Restricted Shares are no longer considered restricted.

(c) By executing this Agreement, Employee irrevocably appoints the President, each Vice President, and the Secretary of the Company, and each of them, as his true and lawful attorney in fact, with power (i) to sign in Employee’s name and on Employee’s behalf stock certificates and stock powers covering the Restricted Shares and such other documents and instruments as the Committee deems necessary or desirable to carry out the terms of this Agreement and (ii) to take such other action as the Committee deems necessary or desirable to effectuate the terms of this Agreement. This power, being coupled with an interest, is irrevocable. Employee agrees to execute such other stock powers and documents as may be reasonably requested from time to time by the Committee to effectuate the terms of this Agreement.

(d) If the Restricted Shares are issued in “book entry” form rather than have a stock certificate issued, the Company’s transfer agent shall note in its records the Legend. If a stock certificate is issued for the Restricted Shares, the certificate for the Restricted Shares shall bear the following legend (the “Legend”):

“The ownership and transferability of this certificate and the common shares represented hereby are subject to the terms and conditions (including forfeiture) of the Robbins & Myers, Inc. 2004 Stock Incentive Plan As Amended and an Award Agreement for Restricted Shares entered into between the registered owner and Robbins & Myers, Inc. Copies of such Plan and Agreement are on file in the executive offices of Robbins & Myers, Inc.”

In addition, transfer of the Restricted Shares shall be subject to such stop-transfer orders and other restrictions as the Company may deem advisable under the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange or securities association upon which the common shares are then listed, and any applicable federal or state securities law, and the Company may cause a legend or legends to be placed on such certificate or certificates to make appropriate reference to such restrictions.

(e) As soon as administratively practicable following the applicable Vesting Date (as defined in Section 1.3), and upon the satisfaction of all other applicable conditions with respect to the Restricted Shares, the Company shall deliver or cause to be delivered to Employee a certificate or certificates for the Restricted Shares which shall not bear the Legend or if no stock certificates are then being issued because the Restricted Shares have been issued in “book entry” form, have all restrictions removed from the Restricted Shares.

1.2 Restrictions.

(a) Employee shall have all rights and privileges of a shareholder with respect to the Restricted Shares, including the right to vote and receive dividends or other distributions with respect to the Restricted Shares, except that the following restrictions shall apply:

(i) Employee shall not be entitled to delivery of the certificate for the Restricted Shares until the applicable Vesting Date and upon the satisfaction of all other applicable conditions;

(ii) Restricted Shares may not be sold, transferred, assigned or subject any encumbrance,

2

pledge, or charge or disposed of for any reason until the applicable Vesting Date;

(iii) All common shares distributed as a dividend or distribution, if any, with respect to the Restricted Shares prior to the Vesting Date shall be delivered to and held by the Company and subject to the same restrictions as the Restricted Shares in respect of which the dividend or distribution was made; and

(iv) All unvested Restricted Shares shall be forfeited and returned to the Company and all rights of Employee with respect to such shares shall terminate in their entirety on the terms and conditions set forth in Section 1.4(c).

(b) Any attempt to dispose of unvested Restricted Shares or any interest in such shares in a manner contrary to the restrictions set forth in this Agreement shall be void and of no effect.

1.3 Vesting.

Subject to the provisions contained in Sections 1.4 and 1.5, the restrictions set forth in Section 1.2 with respect to the Restricted Shares shall apply during the restricted period and expire on the vesting date applicable to the particular shares (the “Vesting Date”) and the restricted periods and applicable Vesting Dates shall be as follows:

     (a) For one-third of the Restricted Shares awarded herein, the restricted period shall begin on the Award Date and end on October 5, 2008, which is the Vesting Date for such shares;

     (b) For one-third of the Restricted Shares awarded herein, the restricted period shall begin on the Award Date and end on October 5, 2009, which is the Vesting Date for such shares; and

     (c) For one-third of the Restricted Shares awarded herein, the restricted period shall begin on the Award Date and end on October 5, 2010, which is the Vesting Date for such shares.

1.4 Acceleration on Change of Control, Death or Disability; Forfeiture.

(a) In the event of a Change of Control of the Company, all unvested Restricted Shares shall automatically become fully vested on the date when the Change of Control is deemed to have occurred and such date shall be the Vesting Date for Restricted Shares that vest on such date.

(b) In the event of Employee’s termination of employment on account of death or disability, all unvested Restricted Shares shall automatically become fully vested on the date of the Employee’s termination of employment for such reason and such date shall be the Vesting Date for Restricted Shares that vest on such date.

(c) If Employee’s employment with the Company terminates for any reason other than death or disability, all unvested Restricted Shares shall be forfeited by Employee as of the date of termination. In the event of any such forfeiture, all such forfeited Restricted Shares shall become the property of the Company and the certificate or certificates representing such Restricted

3

Shares, if any, shall be returned immediately to the Company.

1.5 Committee’s Discretion.

Notwithstanding any provision of this Agreement to the contrary, the Committee shall have discretion to waive any forfeiture of the Restricted Shares and any other conditions set forth in this Agreement, but only to the extent any such waiver of the forfeiture or condition is permitted by the terms of the Plan.

1.5 Payment of Applicable Taxes.

No Restricted Shares shall be delivered to Employee after vesting until any taxes payable with respect to the vesting of the Restricted Shares have been withheld by the Company or paid by Employee. Employee may use Common Shares to pay the Company all or any part of the mandatory federal, state or local withholding tax payments. Payment of applicable taxes may be made as follows: (i) in cash, (ii) payment in Common Shares owned by Employee, including those that have vested under the Plan, or (iii) by a combination of the methods described above

SECTION 2. REPRESENTATIONS OF EMPLOYEE.

Employee hereby represents to the Company that Employee has read and understands the provisions of this Agreement and the Plan, and Employee acknowledges that Employee is relying solely on his or her own advisors with respect to the tax consequences of this Restricted Share Award.

SECTION 3. NOTICES.

All notices or communications under this Agreement shall be in writing, addressed as follows:

To the Company:	Robbins & Myers, Inc. 5 Plum Street, Suite 260 Dayton, Ohio 45440 Attention: Vice President, Human Resources
To Employee:	At the last residence address of Employee on file with the Company.

Any such notice or communication shall be (a) delivered by hand (with written confirmation of receipt) or sent by a nationally recognized overnight delivery service (receipt requested), (b) be sent certified or registered mail, return receipt requested, postage prepaid, addressed as above (or to such other address as such party may designate in writing from time to time), or (c) be given electronically, if receipt is confirmed electronically to the sender within 24 hours and the actual date of receipt shall determine the time at which notice was given.

SECTION 4. PLAN CONTROLLING.

The Award is subject all of the terms conditions of the Plan. In the event of a conflict between the Plan and this Agreement, the provisions of the Plan shall control.

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SECTION 5. GOVERNING LAW.

This Agreement and its validity, interpretation, performance and enforcement shall be governed by the laws of the State of Ohio other than the conflict of laws provisions of such laws.

SECTION 6. SEVERABILITY.

Whenever possible, each provision in this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be held to be prohibited by or invalid under applicable law, then (a) such provision shall be deemed amended to accomplish the objectives of the provision as originally written to the fullest extent permitted by law and (b) all other provisions of this Agreement shall remain in full force and effect.

SECTION 7. STRICT CONSTRUCTION.

No rule of strict construction shall be implied against the Company, the Committee or any other person in the interpretation of any of the terms of the Plan, this Agreement or any rule or procedure established by the Committee.

SECTION 8. DEFINITIONS.

(a) “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.

(b) “Company” means Robbins & Myers, Inc., an Ohio corporation, and when used with

5

reference to employment of Employee, Company includes any Subsidiary of the Company.

(c) “Fair Market Value” means the closing price of a Common Share on the date when the value of a Common Share is to be determined, as reported on the New York Stock Exchange-Composite Transactions Tape; or, if no sale of Common Shares is reported on such date, then the next preceding date on which a sale occurred; or if the Common Shares are no longer listed on such 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.

IN WITNESS WHEREOF, the Company and Employee have duly executed this Agreement as of the Award Date.

ROBBINS & MYERS, INC.

By:
Name:	Peter C. Wallace
Title:	President and Chief Executive Officer

EMPLOYEE

Name:

6

EX-10.20

EXHIBIT 10.20

ROBBINS & MYERS, INC.

AWARD AGREEMENT
PERFORMANCE SHARE 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                      (“Executive”).

     A. The Company has established a 2008 Long-Term Incentive Plan (the “2008 LTIP”) as a sub-plan under its 2004 Incentive Stock Plan As Amended (the “2004 Plan”), copies of the 2008 LTIP and 2004 Plan have been delivered to Executive and are 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 2008 LTIP to Executive; 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 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 5, 2007 (the “Award Date”), subject to the terms and conditions of the 2008 LTIP, the 2004 Plan and this Agreement,                     (___) Performance Shares (the “Performance Shares”) as a Performance Share Award under the 2004 Plan. Each Performance Share represents the right to receive one Common Share on August 31, 2010 if the Performance Goals for the Performance Period which is the Company’s fiscal year ending August 31, 2008 (“Fiscal 2008”) are satisfied provided Executive is employed by the Company on August 31, 2010. The number of Performance Shares actually delivered to Executive on August 31, 2010 is subject to adjustment based on Fiscal 2008 results as more fully set forth in the 2008 LTIP.

(b) For each Performance Share earned, Executive will be awarded dividend equivalents on August 31, 2010, with the dividends being calculated as if Executive had owned the shares from October 5, 2007 through August 31, 2010. The aggregate amount of dividend equivalents will

be divided by the average closing price of the Common Shares in August 2010 to arrive at the number of additional Common Shares Executive will receive.

(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 2004 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 August 31, 2010, 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 the Common Shares that have been earned through achievement of the Performance Goals.

1.2 Restrictions.

(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 Goals have not been met 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 2004 Plan or this Agreement shall be void and of no effect.

1.3 Performance Goals.

Subject to the provisions contained in Sections 1.4, the Performance Period shall be Fiscal 2008 and the Performance Goals for the Performance Shares awarded herein shall be as set forth in the 2008 LTIP.

1.4 Acceleration on Change of Control; Termination of Employment and Forfeiture.

(a) In the event of a Change of Control of the Company, all Performance Shares shall automatically become fully earned and vested on the date when the Change of Control is deemed to have occurred and such date shall be the payment date for Performance Shares that vest on such date.

(b) In the event Executive is not employed by the Company on August 31, 2010, the Performance Shares shall be forfeited unless the reason for Executive’s termination of employment was disability, death, or retirement. In the event of Executive’s termination of employment on account of death, disability, or retirement, the Performance Shares shall vest and be issued to Executive or his beneficiary, as the case may be, as soon as practicable.

2

1.5 Section 162(m) Award.

The Performance Share Award made herein is intended to be a Section 162(m) Award as defined in the 2004 Plan and the provisions of the 2004 Plan applicable to such awards shall control the interpretation and performance of this Agreement.

1.6 Payment of Applicable Taxes.

No Common Shares shall be delivered to Executive hereunder until any taxes payable by Executive with respect to the Common Shares have been withheld by the Company or paid by Executive. Executive may use Common Shares to pay the Company all or any part of the mandatory federal, state or local withholding tax payments. Payment of applicable taxes may be made as follows: (i) in cash, (ii) payment in Common Shares owned by Executive, including those that have been earned under the Plan, or (iii) by a combination of the methods described above

SECTION 2. REPRESENTATIONS OF EXECUTIVE.

Executive hereby represents to the Company that Executive has read and understands the provisions of this Agreement, the 2008 LTIP and the 2004 Plan, and Executive acknowledges that Executive is relying solely on his or her own advisors with respect to the tax consequences of this Performance Share Award.

SECTION 3. NOTICES.

All notices or communications under this Agreement shall be in writing, addressed as follows:

To the Company:	Robbins & Myers, Inc. 5 Plum Street, Suite 260 Dayton, Ohio 45440 Attention: Vice President, Human Resources
To Executive:	At the last residence address of Executive on file with the Company.

Any such notice or communication shall be (a) delivered by hand (with written confirmation of receipt) or sent by a nationally recognized overnight delivery service (receipt requested), (b) be sent certified or registered mail, return receipt requested, postage prepaid, addressed as above (or to such other address as such party may designate in writing from time to time), or (c) be given electronically, if receipt is confirmed electronically to the sender within 24 hours and the actual date of receipt shall determine the time at which notice was given.

SECTION 4. PLAN CONTROLLING.

The Award is subject all of the terms conditions of the 2004 Plan. In the event of a conflict between the 2004 Plan and the 2008 LTIP or this Agreement, the provisions of the 2004 Plan shall control.

3

SECTION 5. GOVERNING LAW.

This Agreement and its validity, interpretation, performance and enforcement shall be governed by the laws of the State of Ohio other than the conflict of laws provisions of such laws.

SECTION 6. SEVERABILITY.

Whenever possible, each provision in this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be held to be prohibited by or invalid under applicable law, then (a) such provision shall be deemed amended to accomplish the objectives of the provision as originally written to the fullest extent permitted by law and (b) all other provisions of this Agreement shall remain in full force and effect.

SECTION 7. STRICT CONTSTRUCTION.

No rule of strict construction shall be implied against the Company, the Committee or any other person in the interpretation of any of the terms of the Plan, this Agreement or any rule or procedure established by the Committee.

SECTION 8. DEFINITIONS.

(a) “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.

4

(b) “Company” means Robbins & Myers, Inc., an Ohio corporation, and when used with reference to employment of Executive, Company includes any Subsidiary of the Company.

(c) “Fair Market Value” means the closing price of a Common Share on the date when the value of a Common Share is to be determined, as reported on the New York Stock Exchange-Composite Transactions Tape; or, if no sale of Common Shares is reported on such date, then the next preceding date on which a sale occurred; or if the Common Shares are no longer listed on such 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.

IN WITNESS WHEREOF, the Company and Executive have duly executed this Agreement as of the Award Date.

ROBBINS & MYERS, INC.

By:
Name:	Peter C. Wallace, President and Chief Executive Officer

EXECUTIVE

Name:

5

EX-21.1

Exhibit 21.1

Subsidiaries of Robbins & Myers, Inc.

Robbins & Myers, Inc. has the following subsidiaries all of which (i) do business under the name under which they are organized and (ii) are included in our consolidated financial statements. The names of such subsidiaries are set forth below.

	Jurisdiction
	in which	Percentage of
	Incorporated	Ownership
Chemineer, Inc.	Delaware	100
Dalian Moyno Pump Co., Ltd.	China	60
Edlon, Inc.	Delaware	100
FrymaKoruma GmbH	Germany	100
FrymaKoruma AG	Switzerland	100
GMM Pfaudler Limited	India	51
Moyno de Mexico, S.A. de C.V.	Mexico	51
Moyno, Inc.	Delaware	100
Pfaudler Equipamentos Industriais Ltda.	Brazil	100
Pfaudler S.A. de C.V.	Mexico	100
Pfaudler, Inc.	Delaware	100
Pfaudler-Werke GmbH	Germany	100
R&M Energy Systems de Venezuela, C.A.	Venezuela	100
Robannic Overseas Finance A.V.V.	Netherlands Antilles	100
Robbins & Myers Belgium S.A.	Belgium	100
Robbins & Myers Canada, Ltd.	Canada	100
Robbins & Myers de Mexico, S.A. de C.V.	Mexico	100
Robbins & Myers (Suzhou) Process Equipment Co., Ltd.	China	100
Robbins & Myers Energy Systems Australia Pty. Ltd	Australia	100

63

	Jurisdiction
	in which	Percentage of
	Incorporated	Ownership
Robbins & Myers Energy Systems de Argentina S.A.	Argentina	100
Robbins & Myers Energy Systems Indonesia Ltd	Indonesia	100
Robbins & Myers Energy Systems L.P.	Texas	100
Robbins & Myers Energy Systems, Inc.	Delaware	100
Robbins & Myers Finance Europe B.V.	Netherlands	100
Robbins & Myers Holdings, Inc.	Delaware	100
Robbins & Myers Holdings SA de CV	Mexico	100
Robbins & Myers Italia S.r.l.	Italy	100
Robbins & Myers U.K. Limited	England	100
Rodic S.A. de C.V.	Mexico	100
Romaco do Brazil	Brazil	100
Romaco Holdings U.K. Limited	United Kingdom	100
Romaco Immobilienverwaltungs GmbH	Germany	100
Romaco Inc.	Delaware	100
Romaco International B.V.	Netherlands	100
Romaco Machinery, S.A.	Spain	100
Robbins & Myers N.V.	Netherland Antilles	100
Romaco Pharmatechnik GmbH	Germany	100
Romaco S.r.l.	Italy	100
Romaco UK Limited	United Kingdom	100
Suzhou Pfaudler Glass-Lined Equipment Co., Limited	China	76
Tarby, Inc.	Delaware	100
Tycon Technoglass S.r.l.	Italy	100

64

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the inclusion in this Annual Report (Form 10-K) of Robbins & Myers, Inc. and Subsidiaries of our reports dated November 9, 2007, with respect to the consolidated financial statements of Robbins & Myers, Inc. and Subsidiaries and the effectiveness of internal control over financial reporting of Robbins & Myers, Inc. and Subsidiaries included in the Annual Report to Shareholders of Robbins & Myers, Inc. and Subsidiaries for the year-ended August 31, 2007.

Our audits also included the financial statement schedule of Robbins & Myers, Inc. and Subsidiaries listed in Item 15(a). This schedule is the responsibility of Robbins & Myers, Inc. and Subsidiaries’ management. Our responsibility is to express an opinion based on our audits. In our opinion, the financial statement schedule referred to above, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

We consent to the incorporation by reference in the Registration Statements (Form S-8’s) pertaining to Stock Option Plan for Non-Employee Directors (No. 33-43625, dated November 1, 1991), 1994 Directors’ Stock Compensation Plan (No. 33-84032, dated September 13, 1994), Robbins & Myers, Inc. 1994 Long-term Incentive Plan (No. 333-00291, dated January 19, 1996), Robbins & Myers, Inc. 1995 Stock Option Plan for Non-employee Directors (No. 333-00293, dated January 19, 1996), Robbins & Myers, Inc. 1999 Long-term Incentive Plan (No. 333-35856, dated April 28, 2000), the Robbins & Myers, Inc. 2004 Stock Incentive Plan as Amended (No. 333-121899), the Registration Statement (Form S-3, No. 333-31235, dated July 14, 1997) pertaining to Investor Stock Purchase Plan and Post Effective Amendment No. 1 (dated August 20, 2003), and the Registration Statement (Form S-3, No. 333-106780, dated August 20, 2003) pertaining to an offering of securities to be designated by the Company, of our reports dated November 9, 2007, with respect to the consolidated financial statements of Robbins & Myers, Inc. and Subsidiaries and the effectiveness of internal control over financial reporting of Robbins & Myers, Inc. and Subsidiaries, included in this Annual Report (Form 10-K) of Robbins & Myers, Inc. and Subsidiaries for the year ended August 31, 2007.

/s/ Ernst & Young, LLP
Dayton, Ohio
November 9, 2007

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EX-24.1

Exhibit 24.1

ROBBINS & MYERS, INC.

LIMITED POWER OF ATTORNEY

          WHEREAS, Robbins & Myers, Inc. (the “Company”) intends to file with the Securities and Exchange Commission its Annual Report on Form 10-K for the year ended August 31, 2007:

          NOW, THEREFORE, each of the undersigned in his capacity as a director of the Company hereby appoints Peter C. Wallace his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, to execute in his name, place and stead, the Company’s Annual Report on Form 10-K for the year ended August 31, 2007 (including any amendment to such report) and any and all other instruments necessary or incidental in connection therewith, and to file the same with the Securities and Exchange Commission. Said attorney shall have full power and authority to do and perform in the name and on behalf of the undersigned, in the aforesaid capacity, every act whatsoever necessary or desirable to be done, as fully to all intents and purposes as the undersigned might or could do in person. The undersigned hereby ratifies and approves the act of said attorney.

          IN WITNESS WHEREOF, the undersigned has executed this instrument this 12th day of November, 2007.

/s/ Thomas P. Loftis  

Thomas P. Loftis 

/s/ Daniel W. Duval  

Daniel W. Duval 

/s/ David T. Gibbons  

David T. Gibbons 

/s/ Stephen F. Kirk  

Stephen F. Kirk 

/s/ Andrew G. Lampereur  

Andrew G. Lampereur 

/s/ William D. Manning  

William D. Manning 

/s/ Dale L. Medford  

Dale L. Medford 

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EX-31.1

Exhibit 31.1

CERTIFICATION
PURSUANT TO RULE 13a – 14(a)

I, Peter C. Wallace, certify that:

1.	I have reviewed this Annual Report on Form 10-K of Robbins & Myers, Inc. (the “Registrant”);
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstance under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
4.	The Registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.	Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.	Disclosed in this report any change in the Registrant’s internal controls over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal controls over financial reporting; and

5. The Registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal controls over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

Date: November 12, 2007	/s/ Peter C. Wallace
	Peter C. Wallace
	President and Chief Executive Officer

67

EX-31.2

Exhibit 31.2

CERTIFICATION
PURSUANT TO RULE 13a – 14(a)

I, Christopher M. Hix, certify that:

1.	I have reviewed this Annual Report on Form 10-K of Robbins & Myers, Inc. (the “Registrant”);
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstance under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
4.	The Registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.	Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.	Disclosed in this report any change in the Registrant’s internal controls over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal controls over financial reporting; and

5. The Registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal controls over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

Date: November 12, 2007	/s/ Christopher M. Hix
	Christopher M. Hix
	Vice President and Chief Financial Officer

68

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Peter C. Wallace, President and Chief Executive Officer of Robbins & Myers, Inc. (“the Company”), do hereby certify in accordance with 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.	The Annual Report on Form 10-K of the Company for the period ended August 31, 2007 (the “Annual Report”) fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78c(d)) and
2.	The information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: November 12, 2007	/s/ Peter C. Wallace
	Peter C. Wallace
	President and Chief Executive Officer

69

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Christopher M. Hix, Vice President and Chief Financial Officer of Robbins & Myers, Inc. (“the Company”), do hereby certify in accordance with 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.	The Annual Report on Form 10-K of the Company for the period ended August 31, 2007 (the “Annual Report”) fully complies with the requirements of section 33(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78c(d)) and
2.	The information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: November 12, 2007	/s/ Christopher M. Hix
	Christopher M. Hix
	Vice President and Chief Financial Officer

70