Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On October 6, 2009, 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
Company's executive officers under the Robbins & Myers, Inc. 2004 Incentive
Stock Plan as Amended. The Compensation Committee elected to award RSUs rather
than restricted stock, which had been awarded in prior years. Each RSU
represents the right to receive one common share of the Company and vests over
three years in equal annual installments provided that the employee remains in
service with the Company as of the vesting date. The vested RSUs are converted
into common shares upon the earlier of three years after the date of grant, the
employee's termination of service with the Company, or a change of control of
the Company. The Company's executive officers received the following RSU awards:
Peter C. Wallace, President and Chief Executive Officer, 12,120 RSUs;
Christopher M. Hix, Vice President, Finance and Chief Financial Officer, 3,320
RSUs;
Saeid Rahimian, President, Fluid Management Group, 3,730 RSUs;
Kevin J. Brown, Corporate Controller, 930 RSUs.
The Compensation Committee also approved a form of Restricted Share Unit Award
Agreement, which is included as Exhibit 10.1 to this Report.
Item 9.01 Financial Statements and Exhibits
10.1 Form of Restricted Share Unit Award Agreement.