UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): October 5, 2011
Robbins & Myers, Inc.
(Exact name of Registrant as specified in its charter)
Ohio | 001-13651 | 31-0424220 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
51 Plum St., Suite 260, Dayton, Ohio | 45440 | |||
(Address of principal executive offices) | (Zip code) |
937-458-6600
(Registrants telephone number including area code)
Not applicable
(Former name and former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On October 5, 2011, in connection with its annual equity grants to employees, the Compensation Committee of the Board of Directors of Robbins & Myers, Inc. (the Company) granted Restricted Share Units (RSUs) to certain of the Companys executive officers under the Robbins & Myers, Inc. 2004 Stock Incentive Plan as Amended (the 2004 Plan). The grants were special, one-time grants intended to recognize performance during fiscal 2011. Each RSU represents the right to receive one common share of the Company and vests on the third anniversary of the date of grant provided that the employee remains in service with the Company until that date. The vested RSUs are converted into common shares upon the earlier of three years after the date of grant, the employees termination of service with the Company, or a change of control of the Company. The Companys executive officers received the following special RSU awards:
Peter C. Wallace, President and Chief Executive Officer 2,740 RSUs
Christopher M. Hix, Senior Vice President and Chief Financial Officer 1,370 RSUs
Saeid Rahimian, Senior Vice President and President, Energy Services 1,370 RSUs
The Compensation Committee also approved a form of Restricted Share Unit Award Agreement, which is included as Exhibit 10.1 to this Report.
On October 6, 2011, in connection with its annual equity grants to employees, the Compensation Committee of the Board of Directors of the Company granted performance shares to certain of the Companys executive officers under the Companys Fiscal 2012 Long-Term Incentive Plan, a subplan under the Companys 2004 Plan. Historically, the Company has granted performance shares with a performance period of one year followed by a service period of two years. The performance shares granted on October 6, 2011 were revised to include three one-year performance periods. One-third of the award is allocated to each of fiscal 2012, fiscal 2013 and fiscal 2014. The performance shares are earned based on the Companys performance during each of the three fiscal years and are paid out together with dividend equivalents if the employee remains employed through August 31, 2014. The Companys executive officers received the following performance share awards:
Peter C. Wallace, President and Chief Executive Officer 10,440 Performance Shares
Christopher M. Hix, Senior Vice President and Chief Financial Officer 2,930 Performance Shares
Saeid Rahimian, Senior Vice President and President, Energy Services 3,080 Performance Shares
Jeffrey L. Halsey, Vice President Human Resources 1,450 Performance Shares
Kevin J. Brown, Controller 760 Performance Shares
The Compensation Committee approved two forms of Performance Share Award Agreements, which are included as Exhibit 10.2 and Exhibit 10.3 to this Report.
Item 9.01 | Financial Statements and Exhibits |
10.1 | Form of Restricted Share Unit Award Agreement |
10.2 | Form of Performance Share Award Agreement (Peter C. Wallace and Retirement-Eligible Employees) |
10.3 | Form of Performance Share Award Agreement |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Robbins & Myers, Inc. | ||||||
Date: October 11, 2011 | By: | /s/ Peter C. Wallace | ||||
Peter C. Wallace | ||||||
President and Chief Executive Officer |
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Exhibit 10.1
ROBBINS & MYERS, INC.
AWARD AGREEMENT
RESTRICTED SHARE UNIT AWARD TO
This AWARD AGREEMENT (the Agreement) is entered into as of the Award Date set forth below between ROBBINS & MYERS, INC., an Ohio corporation (the Company), and (Employee).
A. The Company from time to time makes Share Unit Awards to Employees under the Companys 2004 Stock Incentive Plan As Amended (the 2004 Plan), a copy of which has been provided to Employee and is incorporated herein by this reference;
B. For the purpose of encouraging Employee to have a proprietary interest in the Company through stock ownership, to continue in the service of the Company and its Subsidiaries, and to render superior performance during the period of employment, the Compensation Committee (the Committee) of the Board of Directors (the Board) of the Company has determined that Share Units should be awarded under the 2004 Plan to Employee; and
C. Any capitalized term used herein that is not defined herein shall have the meaning ascribed to it in the 2004 Plan.
NOW, THEREFORE, THE COMPANY AND EMPLOYEE INTENDING TO BE LEGALLY BOUND HEREBY AGREE AS FOLLOWS:
SECTION 1. RESTRICTED SHARE UNIT AWARD.
1.1 Grant of Restricted Share Units.
(a) The Company hereby grants to Employee on October 5, 2011 (the Award Date), subject to the terms and conditions of the 2004 Plan and this Agreement, Share Units (the Restricted Share Units), as a Share Unit Award under the 2004 Plan. Each Restricted Share Unit represents the contingent right to receive one Common Share of the Company (Common Share) and shall at all times be equivalent to one Common Share. The Restricted Share Units shall be credited in a book entry account established for Employee until payment in accordance with Section 1.4 hereof.
(b) From and after the Award Date and until the earlier of (i) the time when the Restricted Share Units are paid in accordance with Section 1.4 hereof or (ii) the time when Employees right to payment of the Restricted Share Units is forfeited in accordance with Section 1.5(c) hereof, on the date that the Company pays a cash dividend (if any) to holders of Common Shares generally, Employee shall be entitled to a cash amount equal to the product of (i) the dollar amount of the cash dividend paid per Common Share on such date and (ii) the total number of unpaid Restricted Share Units credited to Employee as of such date (Dividend Equivalent). The
Dividend Equivalent shall be paid to Employee at the same time that the related dividend is paid to the holders of Common Shares. Dividend Equivalents will be subject to any required withholding for federal, state, local, foreign or other taxes.
1.2 Restrictions.
(a) The Restricted Share Units may not be sold, transferred, assigned or subject to any encumbrance, pledge or charge or disposed of for any reason.
(b) All unvested Restricted Share Units shall be forfeited and all rights of Employee with respect to such units shall terminate in their entirety on the terms and conditions set forth in Section 1.5.
(c) Any attempt to dispose of unvested Restricted Share Units or any interest in such units in any manner contrary to the restrictions set forth in the 2004 Plan or in this Agreement shall be void and of no effect.
(d) Employee shall not possess any incidents of ownership (including, without limitation, dividend and voting rights) in the Common Shares underlying the Restricted Share Units until such Common Shares have been delivered to Employee in accordance with Section 1.4. The obligations of the Company under this Agreement will be merely that of an unfunded and unsecured promise of the Company to deliver Common Shares in the future in accordance with the terms, and subject to the conditions, of this Agreement, and the rights of Employee will be no greater than that of an unsecured general creditor. No assets of the Company will be held or set aside as security for the obligations of the Company under this Agreement.
1.3 Vesting.
(a) Subject to the provisions contained in this Section 1.3, the restrictions set forth in Section 1.2 with respect to the Restricted Share Units shall apply during the restricted period and expire on October 5, 2014.
(b) All unvested Restricted Stock Units shall be forfeited and returned to the Company and all rights of Employees with respect to such units shall terminate in their entirety on the terms and conditions set forth in Section 1.5(c).
1.4 Payment.
(a) The Company shall deliver to Employee (or Employees estate in the event of death) the Common Shares underlying the Restricted Share Units that have become vested in accordance with Section 1.3 or Section 1.5 within ninety (90) days following the earlier of (i) , 2014; (ii) Employees separation from service within the meaning of Section 409A of the Code; or (iii) the occurrence of a change in the ownership, a change in the effective control or a change in the ownership of a substantial portion of the assets of the Company within the meaning of Section 409A of the Code. Notwithstanding the foregoing, in the event that the earlier to occur of the events described in (i), (ii) and (iii) of the preceding
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sentence is Employees separation from service for any reason other than death, the Company shall deliver the Common Shares underlying the vested Restricted Share Units on the first day of the seventh month following such separation from service (or, if earlier, within ninety (90) days after Employees death).
(c) The Companys obligations with respect to the Restricted Share Units shall be satisfied in full upon the delivery of the Common Shares underlying the vested Restricted Share Units.
1.5 Acceleration on Change of Control, Death or Disability; Forfeiture.
(a) In the event of a Change of Control of the Company, all unvested Restricted Share Units shall automatically become vested on the date when the Change of Control is deemed to have occurred.
(b) In the event of Employees termination of employment on account of death, Disability, Retirement, or, to the extent provided in an Employment Agreement between the Company and Employee (an Employment Agreement), termination by the Company without Cause or termination by Employee for Good Reason (as such terms are defined in the Employment Agreement), all unvested Restricted Share Units shall automatically become fully vested on the date of Employees termination of employment for such reason.
(c) If Employees employment with the Company terminates for any reason other than death, Disability or Retirement, or, to the extent provided in an Employment Agreement, termination by the Company without Cause or termination by Employee for Good Reason (as such terms are defined in the Employment Agreement), all unvested Restricted Share Units shall be forfeited by Employee as of the date of termination.
1.6 Payment of Applicable Taxes.
No Common Shares shall be delivered to Employee hereunder until any taxes payable by Employee with respect to the Restricted Share Units 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, local, or foreign withholding tax payments due upon payment of the Common Shares. Payment of applicable taxes may be made as follows: (i) in cash, (ii) payment in Common Shares owned by Employee, including those that have been earned under the 2004 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 2004 Plan, and Employee acknowledges that Employee is relying solely on his or her own advisors with respect to the tax consequences of the Restricted Share Unit Awards. Employee understands and acknowledges that nothing contained in this Agreement shall confer upon Employee any right with respect to continued employment by the Company, nor limit or affect in any manner the right of the Company to terminate the employment or adjust the compensation of Employee.
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SECTION 3. 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 4. PLAN CONTROLLING; CLAWBACK POLICY.
The Award is subject to all of the terms and conditions of the 2004 Plan. In the event of a conflict between the 2004 Plan and this Agreement, the provisions of the 2004 Plan shall control. The Robbins & Myers, Inc. Compensation Clawback Policy dated October 5, 2010 is hereby incorporated by reference.
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 2004 Plan, this Agreement or any rule or procedure established by the Committee.
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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 Companys 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 of the consummation of 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 50% 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 Companys 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) Retirement means Employees Early Retirement or Normal Retirement as defined in the 2004 Plan.
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, President and Chief Executive Officer | |
EMPLOYEE | ||
| ||
Name: |
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Exhibit 10.2
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 2012 Long-Term Incentive Plan (the 2012 LTIP) as a sub-plan under its 2004 Stock Incentive Plan As Amended (the 2004 Plan), copies of the 2012 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 period from September 1, 2011 through August 31, 2014 (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 2012 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 , 2011 (the Award Date), subject to the terms and conditions of the 2012 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, 2014 if the performance goals established pursuant to the 2012 LTIP (the Performance Goals) for the Companys fiscal years ending August 31, 2012 (Fiscal 2012), August 31, 2013 (Fiscal 2013), and August 31, 2014 (Fiscal 2014) are satisfied, provided Executive is continuously employed by the Company through August 31, 2014 (the Vesting Date). Each of Fiscal 2012, Fiscal 2013 and Fiscal 2014 is referred to herein as a Performance Year, and one-third of the Performance Shares shall be allocated to each of the Performance Years. The number of Performance Shares actually delivered to Executive on the Vesting Date is subject to adjustment based on Fiscal 2012, Fiscal 2013 and Fiscal 2014 results as more fully set forth in the 2012 LTIP.
(b) For each Performance Share earned and vested, Executive will be awarded dividend equivalents on the Vesting Date (or such other date as the Performance Shares are paid pursuant to Section 1.6), with the dividends being calculated as if Executive had owned the shares from the Award Date through the Vesting Date (or such other date as the Performance Shares are paid pursuant to Section 1.6). The aggregate amount of dividend equivalents will be divided by the average closing price of the Common Shares in August 2014 (or such other month ending immediately prior to the month in which the Performance Shares are paid pursuant to Section 1.6) 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, 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) Upon the date provided pursuant to Section 1.6, 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 underlying the Performance Shares that have been earned through achievement of the Performance Goals and that have become vested in accordance with Section 1.1(a).
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) Except as otherwise provided in Section 1.4 or Section 1.5, 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. Except as otherwise provided in Section 1.4 or Section 1.5, any Performance Shares earned based on the achievement of Performance Goals for a Performance Year shall be cancelled and shall be of no further force and effect if Executive fails to satisfy the continuous employment requirement of Section 1.1(a).
(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 Section 1.4 and Section 1.5, the Performance Goals for each Performance Year awarded herein shall be established as set forth in the 2012 LTIP.
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1.4 Change of Control during the Performance Period
In the event of a Change of Control of the Company during the Performance Period, provided that the Executive remains continuously employed by the Company until such Change of Control, all Performance Shares shall automatically become fully earned and vested on the date when the Change of Control is deemed to have occurred at the target number of Performance Shares determined in accordance with the 2012 LTIP.
1.5 Termination of Employment and Forfeiture
In the event of the termination of Executives employment prior to the Vesting Date (and a Change of Control has not occurred at the time of termination of Executives employment), the Performance Shares shall be forfeited unless the reason for Executives termination of employment was Disability, death, Retirement, or, to the extent provided in the Employment Agreement, if any, termination by the Company without Cause or termination by the Executive for Good Reason, in which case the Performance Shares shall vest as follows:
(a) Retirement, Termination without Cause or for Good Reason during the Performance Period. In the event of Executives termination of employment during the Performance Period on account of Retirement, or, to the extent provided in the Employment Agreement, if any, termination by the Company without Cause or termination by the Executive for Good Reason, then Executive shall vest in a number of Performance Shares equal to the sum of (i) the actual number of Performance Shares (if any) earned in accordance with the 2012 LTIP based on actual performance of the Company during any Performance Year(s) ended prior to Executives termination of employment, plus (ii) the product of (A) the actual number of Performance Shares (if any) earned in accordance with the 2012 LTIP for the Performance Year in which Executives termination of employment occurs based on the actual performance of the Company during such Performance Year, multiplied by (B) a fraction, the numerator of which is the number of full and partial months of employment that the Executive completed during the Performance Year in which Executives termination of employment occurs, and the denominator of which is 12 months (and rounded down to the next whole number).
(b) Disability or Death during the Performance Period. In the event of Executives termination of employment during the Performance Period on account of Disability or death, all Performance Shares shall automatically become fully earned and vested on the date of termination due to Disability or death at the target number of Performance Shares determined in accordance with the 2012 LTIP.
1.6 Payment of Vested Performance Shares
The Company shall deliver to Executive (or Executives estate in the event of Executives death) the Common Shares underlying the Performance Shares that have become vested in accordance with Section 1 within ninety (90) days following the earlier of (A) the Vesting Date; (B) Executives separation from service within the meaning of Section 409A of the Code; or (C)
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the occurrence of a change in the ownership, a change in the effective control or a change in the ownership of a substantial portion of the assets of the Company within the meaning of Section 409A of the Code. Notwithstanding the foregoing, in the event that the earlier to occur of the events described in (A), (B) and (C) of the preceding sentence is Executives separation from service for any reason other than death, the Company shall deliver the Common Shares underlying the vested Performance Shares within ninety (90) days following the end of the Performance Year in which Executives separation from service occurs, but no earlier than the first day of the seventh month following Executives separation from service (or, if earlier, within ninety (90) days after Executives death).
1.7 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.
1.8 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 2012 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. | |
51 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
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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; CLAWBACK POLICY.
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 2012 LTIP or this Agreement, the provisions of the 2004 Plan shall control. The Robbins & Myers, Inc. Compensation Clawback Policy dated October 5, 2010 is hereby incorporated by reference.
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 Companys 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 of the consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in
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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 50% 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 Companys assets.
(b) Cause shall have the meaning ascribed to it in the Employment Agreement, if any.
(c) Company means Robbins & Myers, Inc., an Ohio corporation, and when used with reference to employment of Executive, Company includes any Subsidiary of the Company.
(d) Employment Agreement [means that certain Employment Agreement as Amended, dated October 9, 2008, between the Company and the Executive, as the same may be modified or amended].
(e) Good Reason shall have the meaning ascribed to it in the Employment Agreement, if any.
(f) Retirement means the Executives Early Retirement or Normal Retirement as defined in the 2004 Plan.
IN WITNESS WHEREOF, the Company and Executive have duly executed this Agreement as of the Award Date.
ROBBINS & MYERS, INC. | ||
By: |
|
Name: | Thomas P. Loftis | |
Chairman of the Board | ||
EXECUTIVE | ||
| ||
Name: |
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Exhibit 10.3
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 2012 Long-Term Incentive Plan (the 2012 LTIP) as a sub-plan under its 2004 Stock Incentive Plan As Amended (the 2004 Plan), copies of the 2012 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 period from September 1, 2011 through August 31, 2014 (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 2012 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 , 2011 (the Award Date), subject to the terms and conditions of the 2012 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, 2014 if the performance goals established pursuant to the 2012 LTIP (the Performance Goals) for the Companys fiscal years ending August 31, 2012 (Fiscal 2012), August 31, 2013 (Fiscal 2013), and August 31, 2014 (Fiscal 2014) are satisfied, provided Executive is continuously employed by the Company through August 31, 2014 (the Vesting Date). Each of Fiscal 2012, Fiscal 2013 and Fiscal 2014 is referred to herein as a Performance Year, and one-third of the Performance Shares shall be allocated to each of the Performance Years. The number of Performance Shares actually delivered to Executive on the Vesting Date is subject to adjustment based on Fiscal 2012, Fiscal 2013 and Fiscal 2014 results as more fully set forth in the 2012 LTIP.
(b) For each Performance Share earned and vested, Executive will be awarded dividend equivalents on the Vesting Date (or such other date as the Performance Shares are paid pursuant to Section 1.4), with the dividends being calculated as if Executive had owned the shares from the Award Date through the Vesting Date (or such other date as the Performance Shares are paid pursuant to Section 1.4). The aggregate amount of dividend equivalents will be divided by the average closing price of the Common Shares in August 2014 (or such other month ending immediately prior to the month in which the Performance Shares are paid pursuant to Section 1.4) 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, 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) Except as otherwise provided in Section 1.4, within two and one-half months following the Vesting Date, 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 and that have become vesting in accordance with Section 1.1(a).
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) Except as otherwise provided in Section 1.4, 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. Except as otherwise provided in Section 1.4, any Performance Shares earned based on the achievement of Performance Goals for a Performance Year shall be cancelled and shall be of no further force and effect if Executive fails to satisfy the continuous employment requirement of Section 1.1(a).
(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 Section 1.4, the Performance Goals for each Performance Year awarded herein shall be established as set forth in the 2012 LTIP.
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1.4 Acceleration on Change of Control; Termination of Employment and Forfeiture
(a) Change of Control During the Performance Period. In the event of a Change of Control of the Company during the Performance Period, provided that the Executive remains continuously employed by the Company until such Change of Control, all Performance Shares shall automatically become fully earned and vested on the date when the Change of Control is deemed to have occurred at the target number of Performance Shares determined in accordance with the 2012 LTIP. The date of such Change of Control shall be the payment date for Performance Shares that vest on such date.
(b) In the event of the termination of Executives employment prior to the Vesting Date (and a Change of Control has not occurred at the time of termination of Executives employment), the Performance Shares shall be forfeited unless the reason for Executives termination of employment was Disability, death, or Retirement, in which case the Performance Shares shall vest as follows:
(i) Retirement During Performance Period. In the event of Executives termination of employment on account of Retirement during the Performance Period, Executive shall vest in a number of Performance Shares equal to the sum of (i) the actual number of Performance Shares (if any) earned in accordance with the 2012 LTIP based on actual performance of the Company during any Performance Year(s) ended prior to Executives Retirement, which Performance Shares shall be paid to Executive within seventy (70) days after Retirement, plus (ii) the product of (A) the actual number of Performance Shares (if any) earned in accordance with the 2012 LTIP for the Performance Year in which Executives Retirement occurs based on the actual performance of the Company during such Performance Year, multiplied by (B) a fraction, the numerator of which is the number of full and partial months of employment that the Executive completed during the Performance Year in which Executives Retirement occurs, and the denominator of which is 12 months (and rounded down to the next whole number), which Performance Shares shall be paid to Executive within two and one-half months following the end of the Performance Year in which Executives Retirement occurs.
(ii) Disability or Death During the Performance Period. In the event of Executives termination of employment during the Performance Period on account of Disability or death, all Performance Shares shall automatically become fully earned and vested on the date of termination due to Disability or death at the target number of Performance Shares determined in accordance with the 2012 LTIP. Such Performance Shares shall be paid to Executive or his beneficiary, as the case may be, within thirty (30) days following termination.
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.
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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 2012 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. | |
51 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; CLAWBACK POLICY.
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 2012 LTIP or this Agreement, the provisions of the 2004 Plan shall control. The Robbins & Myers, Inc. Compensation Clawback Policy dated October 5, 2010 is hereby incorporated by reference.
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.
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SECTION 6. SECTION 409A OF THE CODE.
It is intended that the payments and benefits provided to Executive (who will not be eligible for Retirement, absent Committee consent, prior to the Vesting Date) under this Agreement shall be exempt from the application of Section 409A of the Code pursuant to the short-term deferral exception of Treasury Regulation § 1.409A-1(b)(4). This Agreement shall be construed, administered, and governed in a manner that effects such intent.
SECTION 7. 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 8. 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 9. 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 Companys 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 of the consummation of 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 50% 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 Companys assets.
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(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) Retirement means the Executives Early Retirement or Normal Retirement as defined in the 2004 Plan.
IN WITNESS WHEREOF, the Company and Executive have duly executed this Agreement as of the Award Date.
ROBBINS & MYERS, INC. | ||
By: |
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Name: | Peter C. Wallace, President and Chief Executive Officer | |
EXECUTIVE | ||
| ||
Name: |
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