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EXHIBIT 10.4
ROBBINS & MYERS, INC.
EMPLOYEE SAVINGS PLAN
(REVISED AND RESTATED EFFECTIVE JANUARY 1, 1996)
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ROBBINS & MYERS, INC.
EMPLOYEE SAVINGS PLAN
TABLE OF CONTENTS
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ARTICLE I - NAME, PURPOSE AND HISTORY OF PLAN ............................................................. 1
ARTICLE II - DEFINITIONS AND CONSTRUCTION ................................................................. 1
Section 2.01. Definitions .................................................................... 1
Section 2.02. Construction ................................................................... 5
ARTICLE III - PARTICIPATION ............................................................................... 6
Section 3.01. Eligibility to Participate ..................................................... 6
Section 3.02. Election to Participate ........................................................ 7
ARTICLE IV - CONTRIBUTIONS ................................................................................ 7
Section 4.01. Amount of Participant's Contributions .......................................... 7
Section 4.02. Limitations on Basic Contributions ............................................. 7
Section 4.03. Suspension of Contributions .................................................... 8
Section 4.04. Payment of Basic Contributions to Trustee ...................................... 9
Section 4.05. Employer Matching Contributions ................................................ 9
Section 4.06. Limitations on Contributions For Nondiscrimination Testing Purposes ............ 10
Section 4.07. Maximum Annual Additions ....................................................... 14
ARTICLE V - TRUST AGREEMENT; INVESTMENT FUNDS
AND PARTICIPANT INVESTMENT ELECTIONS ........................................... 17
Section 5.01. Trust Agreement ................................................................ 17
Section 5.02. Investment Funds ............................................................... 17
Section 5.03. Allocation and Reallocation of Contributions Among Investment Funds ............ 18
Section 5.04. Fees and Expenses .............................................................. 18
Section 5.05. Exclusive Benefit and Funding Policy ........................................... 18
Section 5.06. Special Rules Relating to Certain Participants Subject to Section 16(b) ........ 18
ARTICLE VI - PARTICIPANT ACCOUNTS ......................................................................... 19
Section 6.01. Establishment of Accounts ...................................................... 19
Section 6.02. Adjustment of Participants' Accounts ........................................... 19
ARTICLE VII - VESTING; DISTRIBUTION OF ACCOUNTS ........................................................... 20
Section 7.01. Vesting ........................................................................ 20
Section 7.02. Distribution Upon Termination of Employment .................................... 20
Section 7.03. Designation of Beneficiary ..................................................... 21
Section 7.04. Manner and Timing of Distributions ............................................. 21
Section 7.05. Years of Service ............................................................... 23
Section 7.06. One Year Break in Service ...................................................... 23
ARTICLE VIII - WITHDRAWALS AND LOANS ...................................................................... 24
Section 8.01. Withdrawal of Supplemental Contributions ....................................... 24
Section 8.02. Withdrawal of After-Tax Contributions .......................................... 24
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Section 8.03. Withdrawals After Age 59-1/2 ................................................... 24
Section 8.04. Hardship Withdrawals ........................................................... 24
Section 8.05. Source of Funds for Withdrawals ................................................ 25
Section 8.06. Loans to Participants .......................................................... 26
ARTICLE IX - ADMINISTRATION ............................................................................... 27
Section 9.01. Designation of Fiduciaries ..................................................... 27
Section 9.02. Board .......................................................................... 27
Section 9.03. Corporate Benefits Committee ................................................... 27
Section 9.04. Action of Committee ............................................................ 29
Section 9.05. Trustee ........................................................................ 30
Section 9.06. Employer Records ............................................................... 30
Section 9.07. Indemnification. ............................................................... 30
Section 9.08. Discrimination Prohibited ...................................................... 30
Section 9.09. Representation in Proceedings .................................................. 30
Section 9.10. Time of Delivery ............................................................... 31
ARTICLE X - MISCELLANEOUS ................................................................................. 31
Section 10.01. Rights to Trust Assets ......................................................... 32
Section 10.02. Non-Recommendation of Investment ............................................... 32
Section 10.03. Non-Alienation ................................................................. 32
Section 10.04. Facility of Payment ............................................................ 32
Section 10.05. Unclaimed Benefits ............................................................. 32
ARTICLE XI - TOP-HEAVY PLAN PROVISIONS .................................................................... 33
Section 11.01. Effect of Top-Heavy Status ..................................................... 33
Section 11.02. Additional Definitions ......................................................... 33
Section 11.03. Minimum Benefits ............................................................... 34
Section 11.04. Maximum Benefit Limits ......................................................... 35
ARTICLE XII - AMENDMENT ................................................................................... 35
Section 12.01. General Amendment .............................................................. 35
Section 12.02. Amendment of Vesting Schedule .................................................. 35
ARTICLE XIII - SUSPENSION, DISCONTINUANCE OR TERMINATION .................................................. 36
Section 13.01. Termination or Partial Termination of the Plan ................................. 36
Section 13.02. Termination of the Trust ....................................................... 36
Section 13.03. Discontinuance of Employer Contributions ....................................... 36
ARTICLE XIV - GENERAL ..................................................................................... 37
Section 14.01. Severability ................................................................... 37
Section 14.02. Merger of Plans ................................................................ 37
Section 14.03. Plan Not a Contract of Employment .............................................. 37
Section 14.04. Successors; Reorganizations .................................................... 37
Section 14.05. Expenses ....................................................................... 38
Section 14.06. Controlling Law ................................................................ 38
Section 14.07. Construction ................................................................... 38
Section 14.08. Headings ....................................................................... 38
Section 14.09. Counterparts ................................................................... 38
Section 14.10. Treasury Qualification ......................................................... 38
Section 14.11. Denial of Guaranty ............................................................. 39
SUPPLEMENT A - IRS MODEL DIRECT ROLLOVER REVISIONS ........................................................ 40
SUPPLEMENT B - IRS MODEL SECTION 401(a)17 LIMITATION ...................................................... 41
SUPPLEMENT C - PERIOD OF LIMITED ACTIVITY ................................................................. 42
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CERTIFICATE
I, ___________________ of Robbins & Myers, Inc. and a member of its
Corporate Benefits Committee, hereby certify that the attached document is a
full, true and complete copy of the Robbins & Myers Employee Savings Plan, as
adopted by the Corporate Benefits Committee of Robbins & Myers, Inc., on
________________, 1995, to be effective as of January 1, 1996.
Dated this _____ day of _________, 1995.
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ROBBINS & MYERS. INC.
EMPLOYEE SAVINGS PLAN
ARTICLE I
NAME, PURPOSE AND HISTORY OF PLAN
Robbins & Myers, Inc., an Ohio corporation (the "Company"), has
previously established the Robbins & Myers, Inc. Employee Savings Plan for
Salaried Employees of Chemineer, Edlon, and Pfaudler and the Robbins & Myers,
Inc. Employee Savings Plan (the "Plans"). The Company now restates those plans
in the form of the Robbins & Myers, Inc. Employee Savings Plan ("Plan"),
effective January 1, 1996 (the "Effective Date"). Its purpose is to stimulate
employee savings for financial security on a tax-advantaged basis.
The Plan has been amended and restated to bring it into compliance with
the requirements of the Internal Revenue Code of 1986. The Company intends that
this Plan and the related Trust qualify under all applicable provisions of the
Internal Revenue Code of 1986, as amended ("Code"), and the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), and each of the terms of this
Plan and the Trust Agreement shall be so interpreted. This Plan is intended to
be a profit sharing plan with a qualified cash or deferred arrangement meeting
the requirement of Code sections 401(a) and 401(k).
The provisions of the Plan may be modified or supplemented by
Supplements to the Plan. Any such Supplement shall form a part of the Plan as of
its effective date and be attached hereto.
ARTICLE II
DEFINITIONS AND CONSTRUCTION
Section 2.01. Definitions. For purposes of the Plan, unless the
content clearly or necessarily indicates otherwise, the following words and
phrases shall have the meaning set forth in the definitions below:
(a) "Account" shall mean the separate Account or Accounts to be
maintained under the Plan for each Participant as provided in Section 6.02.
(b) "Acquired Business" shall mean one or more plants, units or other
facilities acquired by the Company or any other Employer after the Effective
Date as a going concern.
(c) "Affiliate" shall mean each corporation or unincorporated trade or
business which is a member of either a controlled group of corporations, a group
of trades or businesses under common control, or an affiliated service group
within the meaning of Code sections 414(b), (c) or (m), which includes the
Company, or any other entity required to be aggregated with the Company pursuant
to regulations under Code section 414(o).
(d) "After-Tax Contributions" shall mean contributions by the
Participant pursuant to the Participant's authorization to make regular payroll
deductions from his Compensation pursuant to
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Section 4.01(b). The term shall be deemed to include amounts contributed as
"Qualified Deposits" under the terms of the Plan in effect prior to January 1,
1985.
(e) "Basic Contributions" shall mean contributions made pursuant to
Section 4.01(a) or (b) and shall include both Pre-Tax Contributions and
After-Tax Contributions.
(f) "Beneficiary" shall mean the person or persons designated on Timely
Notice by a Participant to receive benefits in the event of the Participant's
death, as provided in Section 7.03.
(g) "Board" shall mean the Board of Directors of the Company.
(h) "Committee" shall mean the Corporate Benefits Committee described
in Section 9.01 hereof, which committee shall be the plan administrator for
purposes of ERISA.
(i) "Compensation" shall mean an Employee's total salary or wages from
an Employer before deductions, including annual base pay bonuses, commissions
and overtime and Pre-Tax Contributions hereunder and any other salary reduction
amount under Code section 401(k), but excluding deferred compensation,
contributions by an Employer to this or any other benefit plan, and any other
form of remuneration which is not "compensation" within the meaning of Code
section 415, all as determined in accordance with such rules, regulations or
standards as may be prescribed by the Committee. The maximum annual compensation
that may be taken into account hereunder for any Participant shall be $150,000
or such greater amount as may be permitted pursuant to Code section 401(a)(17).
In determining the compensation of a Participant for purposes of this
limitation, the rules of Code section 414(q)(6) shall apply, except that, in
applying such rules, the term "family" shall include only the spouse of the
Participant and any lineal descendants of the Participant who have not attained
age 19 before the close of the Plan Year.
(j) "Effective Date" means January 1, 1996.
(k) "Employee" shall mean any person who is in the employ of an
Employer during periods in which he meets the following conditions:
(i) he is employed by an Employer on its United States payroll;
(ii) he is not in a unit of employees covered by a collective
bargaining agreement, unless such collective bargaining agreement
specifically provides for the application of the Plan to the employees
in such unit; and
(iii) his employment is not in a group which has been excluded by
the Corporate Benefits Committee from participation in the Plan.
The term shall not include persons employed by an Employer at an Acquired
Business unless and until the Corporate Benefits Committee designates the
persons so employed as Employees hereunder.
In addition, any leased employee (within the meaning of Code section
414(n)(2)) of the Employer performing services shall be treated as an Employee
of the Employer. However, contributions or benefits provided by the leasing
organization for any leased employee which are attributable to services
performed for the Employer shall be treated as provided by the Employer. The
preceding sentences shall not apply to any leased employee of the Employer if
(a) leased employees do
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not constitute more than 20 percent of the Employer's nonhighly compensated
workforce (as defined by reference to Code section 414(q)) and (b) the leased
employee is covered by a money purchase pension plan maintained by the leasing
organization which provides (i) a nonintegrated employer contribution rate for
each participant of at least 10 percent of compensation (ii) full and immediate
vesting and (iii) immediate participation for all employees of the leasing
organization (except for those individuals whose compensation is less than
$1,000 in each Plan Year during the 4-year period ending with the Plan Year).
Notwithstanding any other provisions of the Plan, for purposes of determining
the number or identity of highly compensated employees (within the meaning of
Code section 414(q)), the employees of the Employer shall include all
individuals defined as Employees in this Section 2.01(m).
Notwithstanding the preceding paragraph, a leased employee shall be
deemed to be in a class of employees not eligible to participate in this Plan
unless such participation is required as a condition of the Plan's qualification
under Code section 401(a).
(l) "Employer" shall mean the Company, Chemineer, Inc., Edlon, Inc.,
Pfaudler, Inc. and each other Affiliate which, with the approval of the
Corporate Benefits Committee, adopts this Plan.
(m) "Employer Contributions" shall mean amounts contributed under the
Plan by Employers as provided in Article IV. The term shall also be deemed to
include forfeitures applied to reduce the amount of an Employer's contributions
otherwise due hereunder.
(n) "Employment Commencement Date" shall mean the date on which an
Employee first performs an Hour of Service.
(o) "Highly Compensated Employee" shall mean an individual described in
Code section 414(q) and Section 4.06 of this Plan.
(p) "Hour of Service" shall mean:
(i) Each hour for which the Employee is paid or entitled to
payment, for the performance of duties for the Company or an Affiliate,
during the applicable computation period. These hours shall be credited
to the Employee for the computation period in which the duties were
performed;
(ii) each hour for which the Employee is paid or entitled to
payment by the Company or an Affiliate, either directly or indirectly,
on account of a period of time during which no duties are performed
(irrespective of whether the employment relationship has terminated)
due to vacation, holiday, illness, incapacity (including disability),
layoff, jury duty, military duty, and leave of absence, but excluding
payments under a plan maintained solely for the purpose of complying
with workmen's compensation, unemployment compensation, or disability
insurance laws and also excluding payments for medical or medically
related expenses. No more than 501 Hours of Service shall be credited
under this paragraph (ii) for any single computation period whether or
not such period occurs in a single computation period); and
(iii) Each hour for which back pay, irrespective of mitigation of
damages, is either awarded or agreed to by the Company or an Affiliate:
The same hours of service shall not be credited under clause (i) or clause (ii),
as the case may be, and under clause (iii). Further, no more than 501 Hours of
Service shall be credited for payment of back
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pay to the extent it is agreed to or awarded for a period of time during which
an Employee did not or would not have performed duties. These Hours shall be
credited to the Employee for the computation period or periods to which the
award or agreement pertains rather than the computation period in which the
award, agreement or payment is made. Hours of Service shall be computed and
credited in accordance with paragraphs (b) and (c) of Section 2530.200b-2 of the
Department of Labor Regulations.
(q) "Investment Fund" means an unsegregated fund established at the
direction of the Committee pursuant to Section 5.02, and invested in securities,
insurance contracts, mutual fund shares or other property of such type and
characteristics as the Committee shall determine.
(r) "Normal Retirement Age" shall mean the date on which the
Participant attains age 65.
(s) "Participant" shall mean an Employee who has satisfied the
requirements of Section 3.01 and has made Basic Contributions under the Plan.
The term shall also include any other person whose interests derived from
participation in a prior plan are transferred or rolled over into the Plan. A
person who has become a Participant hereunder shall continue to be a Participant
until his entire Account has been distributed or forfeited pursuant to the Plan.
(t) "Part-Time Employee" shall mean an Employee who is regularly
scheduled to perform less than 20 Hours of Service per week or whose work
schedule, because of its seasonal or temporary nature, is expected to result in
completion of fewer than 1,000 Hours of Service per year.
(u) "Plan" shall mean the Robbins & Myers, Inc. Employee Savings Plan
for Salaried Employees of Chemineer, Edlon and Pfaudler.
(v) "Plan Year" shall mean the calendar year.
(w) "Pre-Tax Contributions" shall mean amounts contributed by the
Participant's Employer pursuant to the Participant's authorization and direction
under Section 4.01(a) to make such contribution on the Participant's behalf in
lieu of payment of an equal amount directly to the Participant.
(x) "After-Tax Contributions" shall mean amounts contributed as such
under the terms of the Plan as it was in effect prior to the Effective Date.
(y) "Supplemental Contributions" shall mean amounts contributed as
"Special Deposits" under the terms of the plan as it was in effect prior to the
Effective Date.
(z) "Timely Notice" shall mean a notice in writing on a form prescribed
by the Committee and filed at such places and at such reasonable times as shall
be required by the rules of the Committee.
(aa) "Trust" shall mean the trust fund established pursuant to the
provisions of this Plan, as it may be amended from time to time.
(bb) "Trustee" shall mean the Trustee under the Trust.
(cc) "Valuation Date" shall mean each business day.
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Section 2.02. Construction.
(a) Where appearing in this Plan, the masculine shall include the
feminine and the plural shall include the singular, unless the context clearly
indicates otherwise. The words "hereof", "herein", "hereunder", and other
similar compounds of the word "here" shall mean and refer to the entire Plan and
not to any particular section or subsection. Titles of articles and sections are
for reference purposes only.
(b) The Plan is intended to be a qualified profit sharing plan meeting
the requirements of Code section 401(a) and to contain a "qualified cash or
deferred arrangement" meeting the requirements of Code section 401(k), and shall
be interpreted so as to comply with the applicable requirements thereof, where
such requirements are not clearly contrary to the express terms hereof. In all
other respects, the Plan shall be construed and its validity determined
according to the laws of the State of Ohio to the extent such laws are not
preempted by applicable requirements of federal law. In case any provision of
this Plan shall be held illegal or invalid for any reason, such illegality or
invalidity shall not affect the remaining provisions of the Plan, and the Plan
shall be construed and enforced as if said illegal or invalid provisions had
never been included herein.
ARTICLE III
PARTICIPATION
Section 3.01. Eligibility to Participate.
(a) Each Participant in the prior Plans on December 31, 1995 shall
continue as a Participant subject to the terms of the Plan on January 1, 1996 if
he is then an Employee. Each Employee who would have become a Participant under
one of the Prior plans on January 1, 1996 shall become a Participant under this
Plan on January 1, 1996 if he is then an Employee. On or after January 1, 1996,
an Employee, other than a Part-Time Employee, shall be eligible to participate
herein as of the first January 1, April 1, July 1 or October 1 which is at least
90 days after his Employment Commencement Date.
(b) A Part-Time Employee, shall be eligible to participate herein as of
the last day of his "qualifying period". For purposes of this subsection, the
"qualifying period" of a Part-Time Employee shall mean the first
12-consecutive-month period commencing on his Employment Commencement Date or
any anniversary thereof, during which he completes at least 1,000 Hours of
Service.
(c) A former Participant whose employment has terminated and who is
subsequently reemployed as an Employee shall reenter the Plan as a Participant
on the date of his reemployment. If a reemployed Employee was not formerly a
Participant in the Plan, he shall be considered a new Employee and required to
meet the requirements of Section 3.01 to be eligible to participate in the Plan.
Section 3.02. Election to Participate. An Employee may elect to
participate in the Plan by filing his election with his Employer on a Timely
Notice to make Basic Contributions on the Participant's behalf, as provided in
Section 4.01. Such election shall be effective with the January 1, April 1, July
1 or October 1 which next follows the later of (i) the filing of the election or
(ii) the date as of which he shall have become eligible to participate herein as
determined under Section 3.01. Such
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election shall remain in effect so long as the Participant remains an Employee
as defined herein, subject to Sections 4.03 and 8.04 relating to the suspension
of contributions.
ARTICLE IV
CONTRIBUTIONS
Section 4.01. Amount of Participant's Contributions.
(a) Basic Contributions. Subject to the limitations described in
Sections 4.02, 4.06 and 4.07, a Participant may elect to make Pre-Tax Basic
Contributions in any whole percentage from 1 to 12 percent of the Participant's
Compensation. Basic Contributions shall be made by the Participant's Employer in
lieu of payment of an equal amount directly to the Participant as current
compensation, pursuant to authorization by the Participant on a form provided by
the Committee. A Participant's Basic Contributions for a Plan Year may not
exceed the limitation of Code section 402(g). No After-Tax Contributions will be
made under the Plan on or after the Effective Date.
(b) Supplemental Contributions. The Plan does not permit Supplemental
Contributions.
(c) Change in Rate of Contributions. The designated rates of a
Participant's Basic Contributions may be changed as of the first day of any
month following the Company's receipt of Timely Notice, but shall remain in
effect for successive periods of time unless changed.
Section 4.02. Limitations on Basic Contributions.
(a) No Participant shall be permitted to have Basic Contributions made
under the Plan and any other plan maintained by the Employer during any taxable
year in excess of the dollar limitation contained in Code section 402(g) as in
effect at the beginning of such taxable year.
(b) Excess Elective Deferrals under this Plan, plus any income and
minus any losses allocable thereto, may be distributed to the Participant no
later than March 15 of the following year.
(c) Definitions.
(i) "Excess Elective Deferrals" shall mean those Basic
Contributions that are includable in a Participant's gross income under
Code section 402(g) to the extent such Participant's Elective Deferrals
for a taxable year exceed the dollar limitation under such Code
section. Excess Elective Deferrals shall be treated as Annual Additions
under the Plan.
(ii) "Elective Deferrals" with respect to any taxable year, shall
mean, the sum of all employer contributions (including those of another
employer who is not an Employer who has adopted this Plan) made on
behalf of a Participant pursuant to an election to defer under any
qualified cash or deferred arrangement as described in Code section
401(k), any simplified employee pension cash or deferred arrangement as
described in Code section 402(h)(l)(B), any eligible deferred
compensation plan under Code section 457, any plan as described under
Section 501(c) (18), and any employer contributions made on the behalf
of a Participant for the purchase of an annuity contract under Code
section 403(b) pursuant to a salary reduction agreement.
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(d) Determination of income or loss. Excess Elective Deferrals shall be
adjusted for any income or loss up to the date of distribution using the method
described in this subsection or any other method permitted under Treasury
Regulation Section l.402(g)-1(e)(5). The income or loss allocable to Excess
Elective Deferrals is the sum of: (i) income or loss allocable to the
Participant's Basic Contributions for the taxable year multiplied by a fraction,
the numerator of which is such Participant's Excess Elective Deferrals for the
year and the denominator of which is the Participant's Account balance
attributable to Basic Contributions without regard to any income or loss
occurring during such taxable year; and (ii) ten percent (10%) of the amount
determined under (i) multiplied by the number of whole calendar months between
the end of the Participant's taxable year and the date of distribution, counting
the month of distribution if distribution occurs after the 15th of such month.
Section 4.03. Suspension of Contributions.
(a) A Participant's Basic Contributions shall be suspended if any of
the following occurs:
(i) the Participant elects, in the form of a Timely Notice, to
suspend all of his Basic Contributions being made pursuant to Section
4.01;
(ii) the Participant receives a hardship withdrawal under Section
8.04; or
(iii) the Participant fails to qualify as an Employee. (A
Participant on an authorized leave of absence without pay fails to
qualify as an Employee for purposes of this Section.)
Suspensions shall be effective as soon as practicable following such occurrence.
Participants will not be permitted to make up suspended contributions. A
Participant's Basic Contributions shall be suspended for the period described in
Section 8.04(d) following his receipt of a hardship withdrawal.
(b) A Participant whose contributions have been suspended for reasons
other than a Hardship Withdrawal pursuant to Section 8.04 of this Plan may
resume making contributions as of the next January 1, April 1, July 1 or October
1 following his provision of Timely Notice provided that he is then an Employee
as defined herein.
Section 4.04. Payment of Basic Contributions to Trustee . Each Employer
shall periodically (but not less frequently than monthly), remit to the Trustee
(or to the Company, if the Company has remitted to the Trustee) the amounts
withheld from the Compensation of its Employees as Basic Contributions under the
Plan. Such amounts shall be credited to the Accounts of Participants on a
monthly basis.
Section 4.05. Employer Matching Contributions.
(a) Each Employer shall make contributions for each of its eligible
Employees in an amount equal to forty percent (40%) of the Employee's Basic
Contributions up to six percent (6%) of his Compensation that he elects to make
as Basic Contributions and each Employer may contribute, from its current or
accumulated profits (as determined in accordance with generally accepted
accounting principles), on behalf of each Participant (excluding any Participant
who resigned or was dismissed during that year and who is not employed by the
Employers on the last day of that year) an amount, if any, equal to such
percentage (which shall be the same for all Participants) of the Participant's
Basic Contributions for that Plan Year as the Employer shall decide and as shall
be approved by the Corporate Benefits Committee. Amounts forfeited from the
Accounts of Employees of the Employer
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pursuant to Section 7.01 shall be applied to reduce the amount of the Employer's
Matching Contributions otherwise payable hereunder.
(b) Employer Matching Contributions under this subsection shall be made
in "qualifying employer securities" (as defined in Section 407(d)(4) of ERISA)
issued by the Company ("Company Stock"), on or before the due date of the
Company's tax return for the year.
(c) Employer Matching Contributions hereunder are conditioned upon
their deductibility under Code section 404. Notwithstanding any provision herein
to the contrary, to the extent a deduction is disallowed, contributions may be
returned to the Employer within one year after such disallowance.
(d) Employer Matching Contributions shall be forfeited to the extent
they are based on Excess Elective Deferrals under Section 4.02(c), Basic
Contributions that are Excess Contributions or After-Tax Contributions that are
Excess Aggregate Contributions distributed under Section 4.06(h). Any
forfeitures that occur will be used to reduce Employer Matching Contributions
for the next Plan Year.
Section 4.06. Limitations on Contributions For Nondiscrimination
Testing Purposes.
(a) Employer Matching Contributions and Basic Contributions allocated
to the Accounts of Highly-Compensated Employees shall not in any Plan Year
exceed the limits specified in this Section 4.06. The Committee may make the
adjustments authorized in this Section 4.06 to ensure that the limits of
Subsections (b) (the "Actual Deferral Percentage test") and (c) (the "Average
Contribution Percentage test") are not exceeded, regardless of whether such
adjustments affect some Participants more than others. This Section shall be
administered and interpreted in accordance with Code sections 401(k) and 401(m).
(b) The Actual Deferral Percentage of the Highly-Compensated Employees
shall not exceed, in any Plan Year, the greater of:
(i) The Actual Deferral Percentage of all other Participants for
such Plan Year multiplied by 1.25; or
(ii) The lesser of the (A) Actual Deferral Percentage. of all
other Participants for such Plan Year multiplied by two (2) and (B) the
Actual Deferral Percentage of all other Participants for such Plan Year
plus two (2) percentage points, or such lesser amount as the Secretary
of the Treasury shall prescribe to prevent the multiple use of this
alternative limitation with respect to any Highly-Compensated Employee.
(c) The Average Contribution Percentage of the Highly Compensated
Employee shall not exceed, in any Plan Year, the greater of:
(i) The Average Contribution Percentage of all other
Participants for such Plan Year multiplied by 1.25; or
(ii) The lesser of (A) the Average Contribution Percentage of all
other Participants for such Plan Year multiplied by two (2) and (B) the
Average Contribution Percentage of all other Participants for such Plan
Year plus two (2) percentage points, or such lesser amounts as the
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Secretary of the Treasury shall prescribe to prevent the multiple use
of this alternative limitation with respect to any Highly-Compensated
Employee.
(d) The following terms shall have the meanings specified herein for
purposes of this Section 4.06.
(i) Actual Deferral Percentage. The average, for a specified
group of Participants for a Plan Year, of the ratios (calculated
separately for each Participant in such group) of (1) the amount of
Employer contributions actually paid over to the Trust on behalf of
such Participant for the Plan Year to (2) the Participant's
compensation for such Plan Year, as determined under Treasury
Regulation Section 1.401(k)-1(g)(2). For this purpose, Employer
contributions on behalf of any Participant shall include Basic
Contributions, including amounts in excess of the dollar limitation
contained in Section 4.02(g) of the Code described in Section 4.02, but
excluding Basic Contributions that are taken into account in the
Average Contribution Percentage test (provided that the Actual Deferral
Percentage test is satisfied both with and without exclusion of these
Basic Contributions). For purposes of computing Actual Deferral
Percentages, an Employee who would be a Participant but for the failure
to make Basic Contributions shall be treated as a Participant on whose
behalf no Basic Contributions are made.
(ii) Average Contribution Percentage. The average for a
designated group of Employees of the ratios (calculated separately for
each Employee in the group) of (1) the sum of (A) the Employer Matching
Contributions paid and credited to the Account of such Employee for a
Plan Year, and (B) any Basic Contributions which are to be taken into
account for purposes of the Average Contribution Percentage Test, to
(2) such Employee's compensation for such Plan Year, as determined
under Treasury Regulation Section 1.401(k)-1(g)(2). Participant Basic
Contributions may be used in the Average Contribution Percentage test
provided that the Actual Deferral Percentage test is met before the
Basic Contributions are used in the Average Contribution Percentage
test and continues to be met following the exclusion of those
contributions that are used to meet the Average Contribution Percentage
test.
(iii) Highly-Compensated Employee. The term Highly Compensated
Employee shall mean Highly Compensated Active Employees and Highly
Compensated Former Employees.
A Highly Compensated Active Employee includes any Employee who
performs service for the Employer during the determination year and
who, during the look-back year: (i) received compensation from the
Employer in excess of $75,000 (as adjusted pursuant to Code section
415(d)); (ii) received compensation from the Employer in excess of
$50,000 (as adjusted pursuant to Code section 415(d)) and was a member
of the top paid group for such year; or (iii) was an officer of the
Employer and received compensation during such year that is greater
than 50 percent of the dollar limitation in effect under Code section
415(b)(1)(A). The term Highly Compensated Employee also includes: (i)
Employees who are both described in the preceding sentence if the term
"determination year" is substituted for the term "look-back year" and
the Employee is one of the 100 employees who received the most
compensation from the Employer during the determination year; and (ii)
employees who are five percent owners at any time during the look-back
year or determination year.
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If no officer has satisfied the compensation requirement of (iii)
above during either a determination year or look-back year, the highest
paid officer for such year shall be treated as a Highly Compensated
Employee.
For purposes of this Section, the determination year shall be the
Plan Year. The look-back year shall be the twelve-month period
immediately preceding the determination year.
A Highly Compensated Former Employee includes any Employee who
separated from service (or was deemed to have separated) prior to the
determination year, performs no service for the Employer during the
determination year, and was a Highly Compensated Active Employee for
either the separation year or any determination year ending on or after
the Employee's 55th birthday.
If an Employee is, during a determination year or look-back year,
a family member of either a five percent owner who is an active or
former Employee or a Highly Compensated Employee who is one of the ten
(10) most Highly Compensated Employees ranked on the basis of
compensation paid by the Employer during such year, then the family
member and the five percent owner or top-ten Highly Compensated
Employee shall be aggregated. In such case, the family member and five
percent owner or top-ten Highly Compensated Employee shall be treated
as a single employee receiving compensation and plan contributions or
benefits equal to the sum of such compensation and contributions or
benefits of the family member and five percent owner or top-ten Highly
Compensated Employee. For purposes of this Section, family member
includes the spouse, lineal ascendants and descendants of the Employee
or former Employee and the spouses of such lineal ascendants and
descendants.
The determination of who is a Highly Compensated Employee,
including the determinations of the number and identity of Employees in
the top-paid group, the top ten Employees, the number of Employees
treated as officers and the compensation that is considered, will be
made in accordance with Code section 414(q) and the regulations
thereunder.
(e) For purposes of determining compliance with the Actual Deferral
Percentage Test and the Average Contribution Percentage test, Basic
Contributions and Employer Matching Contributions must be made before the last
day of the twelve-month period immediately following the Plan Year to which the
contributions relate.
(f) The Committee shall maintain records sufficient to demonstrate
satisfaction of the Actual Deferral Percentage test and the Average Contribution
Percentage test and the amount of Basic Contributions and Employer Matching
Contributions used in such test.
(g) For purposes of determining the Actual Deferral Percentage or
Average Contribution Percentage of a Participant who is a five percent owner or
one of the ten most highly paid Highly Compensated Employees, the Basic
Contributions, Employer Matching Contributions, and Compensation of such
Participant shall include the Basic Contributions, Employer Matching
Contributions, and Compensation for the Plan Year of family members (as defined
in Code section 414(q)(6)). Family members, with respect to Highly Compensated
Employees, shall be disregarded as separate employees in determining the Actual
Deferral Percentages and Average Contribution Percentages of Participants who
are Highly Compensated Employees and Participants who are not Highly Compensated
Employees.
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(h) Treatment of Excess Contributions. If Employer Matching
Contributions or Basic Contributions exceed any of the limits specified in
Subsections 4.06(b) and (c) for a Plan Year, then the Plan Administrator shall
correct such excess in accordance with the provisions of this Subsection (h).
(i) Notwithstanding any other provision of this Plan, unless
Employer Matching Contributions are treated as Qualified Matching
Contributions as provided under Subsection (iv) below, excess
contributions and excess aggregate contributions (as defined in
subsections (ii) and (iii) below) attributable to Basic Contributions,
plus any income and minus any loss allocable thereto, such income or
loss determined and allocated in accordance with Treasury Regulation
Section l.401(k)-l(f)(4)(ii), shall be distributed no later than the
last day of each Plan Year to Participants to whose accounts such
excess contributions and excess aggregate contributions were allocated
for the preceding Plan Year. Employer Matching Contributions based on
such Basic Contributions distributed as excess contributions and excess
aggregate contributions shall be forfeited as provided under Section
4.05(d). Excess contributions and excess aggregate contributions shall
be allocated to Participants who are subject to the family member
aggregation rules of Code section 414(q) (6) in the manner prescribed
by the regulations. If such excess contributions and excess aggregate
contributions are distributed more than 2-1/2 months after the last day
of the Plan Year in which such excess amounts arose, a ten percent
(10%) excise tax will be imposed on the Employer maintaining the Plan
with respect to those amounts. Excess contributions and excess
aggregate contributions shall be treated as Annual Additions under the
plan.
(ii) "Excess contributions" shall mean, with respect to any Plan
Year, the excess of:
(A) The aggregate amount of Employer contributions actually
taken into account in computing the Actual Deferral Percentage of
Highly Compensated Employees for such Plan Year, over
(B) The maximum amount of such contributions permitted by
the Actual Deferral Percentage test (determined by reducing
contributions made on behalf of Highly Compensated Employees in
order of the Actual Deferral Percentages, beginning with the
highest of such percentages).
(iii) "Excess aggregate contributions" shall mean, with respect
to any Plan Year, the excess of:
(A) The aggregate amount of Employer contributions taken
into account in computing the numerator of the Average
Contribution Percentage actually made on behalf of Highly
Compensated Employees for such Plan year, over
(B) The maximum amount of Employer contributions permitted
by the Average Contribution Percentage test (determined by
reducing contributions made on behalf of Highly Compensated
Employees in order of their Contribution Percentages beginning
with the highest of such percentages).
(iv) The Plan Administrator may, in its sole discretion, elect to
treat any portion of the Employer Matching Contributions as Qualified
Matching Contributions to be taken into account for the Actual Deferral
Percentage test to the extent necessary to satisfy the requirements of
this Section 4.06. To the extent Employer Matching Contributions are
treated as Qualified
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Matching Contributions and taken into account for the Actual Deferral
Percentage test, they may not be taken into account for the Average
Contribution Percentage test. To the extent Employer Matching
Contributions are treated as Qualified Matching Contributions they
shall be allocated to Participants' Accounts within the Plan Year to
which they relate and shall be paid to the Trust no later than 12
months after the end of the Plan Year to which they relate.
Section 4.07. Maximum Annual Additions.
(a) The Annual Addition to the Accounts of any Participant for a
Limitation Year, when added to the Annual Additions to his accounts under all
other defined contribution plans (if any) maintained by the Employer, may not
exceed the Maximum Permissible Amount. In addition, in the case of a Participant
who also participates in a defined benefit plan maintained by the Employer, the
Annual Addition for a Limitation Year will, if necessary, be further limited so
that the sum of the Defined Contribution Plan Fraction and the Defined Benefit
Plan Fraction for such Limitation Year does not exceed 1.0.
(b) Definitions. For purposes of this Article, the following
definitions and rules of interpretation shall apply:
(i) Annual Additions. The sum of the following amounts credited
to a Participant's Account for the Limitation Year:
(A) Employer Contributions;
(B) Employee Contributions; and
(C) Forfeitures.
Annual additions shall also include (i) any amounts
allocated to an individual medical account, as defined in Code
section 415(l)(2) which is part of a pension or annuity plan
maintained by an Employer and (ii) amounts derived from
contributions for post-retirement medical benefits allocated to
the separate account of a key employee (as defined in Code
section 419A(d)) under a welfare benefit plan (as defined in Code
section 419(e)) maintained by an Employer.
(ii) Compensation. A Participant's earned income, wages,
salaries, and fees for professional services and other amounts received
for personal service actually rendered in the course of employment with
the Employer maintaining the Plan (including, but not limited to,
commissions paid salesmen, compensation for services on the basis of a
percentage of profits, commissions on insurance premiums, tips and
bonuses), and excluding the following:
(A) Employer contributions to a plan of deferred
compensation which are not includable in the Employee's gross
income for the taxable year in which contributed, or Employer
contributions under a simplified employee pension to the extent
such contributions are deductible by the Employee, or any
distributions from a plan of deferred compensation;
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<PAGE> 17
(B) Amounts realized from the exercise of a nonqualified
stock option, or when restricted stock (or property) held by the
Employee either becomes freely transferable or is no longer
subject to a substantial risk of forfeiture;
(C) Amounts realized from the sale, exchange, or other
disposition of stock acquired under a qualified stock option; and
(D) Other amounts which received special tax benefits, or
contributions made by the Employer (whether or not under a
compensation reduction agreement) towards the purchase of an
annuity described in Code section 403(b) (whether or not the
amounts are actually excludable from the gross income of the
Employee).
For purposes of applying the limitations of this Article,
Compensation for a Limitation Year is the Compensation actually paid or
includable in gross income during such year.
(iii) Defined Benefit Fraction. A fraction, the numerator of
which is the projected annual benefit of the Participant under all
defined benefit plans (whether or not terminated) maintained by the
Employer, and the denominator of which is the lesser of (i) the product
of 1.25 multiplied by the dollar limitation in effect under Code
section 415(b)(1)(A) for such Plan Year, or (ii) the product of 1.4
multiplied by the amount which may be taken into account under Code
section 415(b)(l)(B)with respect to such Participant under the Plan for
such Plan Year.
(iv) Defined Contribution Fraction. A fraction, the numerator of
which is the sum of the Annual Additions to the Participant's accounts
under defined contribution plans (whether or not terminated) maintained
by the Employer for the current and all prior Limitation Years, and the
denominator of which is the sum of the lesser of the following amounts
determined for such limitation Year and all prior Limitation Years of
service with the Employer: (i) the product of 1.25 multiplied by the
dollar limitation in effect under Code section 415(c)(l)(A) for such
Plan Year (determined without regard to Code section 415(c)(6)), or
(ii) the product under Code section 415(c)(1)(B) (or Code section
415(c) (7), if applicable) with respect to the Participant under the
Plan for such Plan Year.
(v) Maximum Permissible Amount. The lesser of thirty thousand
dollars ($30,000) (or, if larger, one-fourth of the dollar limitation
in effect under Code section 415(b)(l)(A)) or twenty-five percent (25%)
of the Participant's Compensation for the Limitation Year.
(vi) Limitation Year. The Plan Year.
(c) In the event that rules set forth in Subsections (a) or (b) would
otherwise be violated after making all possible adjustments under the terms of
any defined benefit plans, then such Employee's benefits under this Plan shall
be reduced by forfeiting a pro rata portion of the Employer Matching
Contribution made with respect thereto and, in the event such return is not
sufficient to eliminate the violation, by returning the Participant's Basic
Contributions together with the earnings thereon and by forfeiting a pro rata
portion of Employer Matching Contributions made with respect thereto. Such
forfeited Employer Matching Contributions shall be held in a suspense account
and used to reduce Employer Matching Contributions to all Participants in the
next Limitation Year.
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ARTICLE V
TRUST AGREEMENT; INVESTMENT FUNDS
AND PARTICIPANT INVESTMENT ELECTIONS
Section 5.01. Trust Agreement. The Company shall enter into a trust
agreement with a corporate trustee selected by the Corporate Benefits Committee
to act as Trustee. The Trustee shall receive all Basic Contributions and all
Employer Matching Contributions and shall hold, manage, administer and invest
the same, reinvest any income, and make distributions in accordance with the
provisions of the Plan and the trust agreement. The trust agreement shall be in
such form and contain such provisions as the Board may deem necessary and
appropriate to effectuate the purposes of the Plan and to qualify the Plan and
the Trust under the Code.
Section 5.02. Investment Funds. The Committee shall establish two or
more Investment Funds and shall advise the Trustee in writing of the types of
investments to be made for each Investment Fund. The Committee may direct that
any such Investment Fund will be invested in one or more insurance contracts or
mutual funds selected by the Committee or may appoint one or more investment
managers to direct the investment of any Investment Fund. The Committee may at
any time add, delete or change the investment medium or investment manager of
any Investment Fund, provided that if such change substantially changes the
characteristics of any Investment Fund, Participants utilizing such Fund shall
be notified and given an opportunity to reallocate their Account balances.
Notwithstanding the foregoing, the Committee shall at all times on and after
September 1, 1995 cause to be maintained an Investment Fund, known as the
Robbins & Myers, Inc. Company Stock Fund," the assets of which shall be invested
in shares of a class of voting common stock issued by the Company, which are
regularly traded on an established securities market and are required to be, and
are, registered under the provisions of Section 12 of the Securities Exchange
Act of 1934, as amended. Notwithstanding the asset character of an Investment
Fund, the Trustee, in its sole discretion, may invest any amount held under the
Fund in cash or cash equivalents pending investment of, or any distribution or
withdrawal from, that fund pursuant to the terms of the Trust Agreement or the
Plan. The Plan shall be administered in compliance with the provisions of
Section 404 (c) of ERISA.
Section 5.03. Allocation and Reallocation of Contributions Among
Investment Funds.
(a) Allocation. On Timely Notice a Participant shall elect to allocate
all of his Basic Contributions and Employer Matching Contributions among the
Investment Funds established pursuant to Section 5.02 in whole multiples of 1
percent of such Contributions. An election under this subsection may be changed
as of any business day but shall remain in effect for successive periods of time
unless changed on Timely Notice. In the event that a Participant fails to direct
the investment of contributions subject to his direction or fails to replace any
directions which may have been suspended or revoked, then such contributions
shall be invested in an Investment Fund designated by the Committee which
invests primarily in securities or other property providing a fixed or
guaranteed rate of return.
(b) Investment Fund Transfers. A Participant may on Timely Notice elect
to transfer his interests in any one or more Investment Funds to other
Investment Funds. Except to the extent that the conditions governing any
Investment Fund (such as a fund investing in guaranteed investment contracts
issued by an insurance company) may limit or prohibit such transfers, such
transfers may be made on any business day. Such election shall be in such form
as the Committee shall determine.
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Section 5.04. Fees and Expenses. Brokerage fees and other direct costs
of investment shall be paid by the Trustee out of that fund of the Trust to
which such cost is attributable. All other costs and expenses of the Plan
including without limitation the Trustee's fees and transfer taxes shall be paid
by the Company.
Section 5.05. Exclusive Benefit and Funding Policy.
(a) All contributions hereunder shall be paid to the Trust and all
property and funds of the Trust allocable to the Plan, including income from
investments and from all other sources, shall be managed solely in the interest
of Participants and their Beneficiaries and for the exclusive purpose of:
(i) providing benefits to Participants and their Beneficiaries;
and
(ii) defraying the reasonable expenses of administering the Plan.
(b) To the extent not specifically set forth in the Plan or Trust, the
Trustee shall establish the funding policy for the Plan and shall consult with
the Committee with respect thereto.
Section 5.06. Special Rules Relating to Certain Participants Subject to
Section 16(b). Notwithstanding any other provision of the Plan, the Plan shall
at all times be administered in a manner that will minimize or eliminate a
Participant's liability to the Company under Section 16(b) of the Securities
Exchange Act of 1934, and the rules, regulations and interpretations thereunder.
ARTICLE VI
PARTICIPANT ACCOUNTS
Section 6.01. Establishment of Accounts. A separate Account shall be
established and maintained in the name of each Participant. To the extent
necessary or appropriate to provide for the proper administration of the Plan,
such Account shall include separate balances for interests derived from Pre-tax
and After-Tax Contributions, Supplemental Contributions and Employer Matching
Contributions and such other separate balances as the Committee shall determine.
As soon as practicable following the end of each Plan Year, the Company shall
provide to each Participant a statement of his Account balances, which may, but
need not, be provided more frequently.
Section 6.02. Adjustment of Participants' Accounts. On, or as soon as
administratively practicable after, each Valuation Date, the Company shall cause
Participants' Accounts to be adjusted, as of that Valuation Date, as follows:
(a) first, by adjusting the balances of the Participant's interests
invested under each of the Investment Funds as of the last preceding Valuation
Date, upward or downward, pro rata, according to the interests so that the
aggregate interests of Participants invested under that Investment Fund will
equal the then "Adjusted Net Worth" (as defined below) of that Investment Fund;
(b) next, by executing the Investment Fund transfer elections made by
each Participant pursuant to the provisions of Section 5.03 that are to be
executed as of that date;
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(c) next, by charging to the proper Accounts of each Participant the
amount of any distributions made to or on account of that Participant pursuant
to the provisions of Articles VII and VIII since the last preceding Valuation
Date and with any cost directly related to any such distribution or loan that
have not been charged previously;
(d) finally, by crediting the proper Accounts of each Participant with
the amount of any contributions made on his behalf or by him pursuant to the
provisions of Article IV that are to be credited as of that date.
The "Adjusted Net Worth" of any Investment Fund as of any Accounting Date means
the then fair market value of the assets held in the Investment Fund, as
determined by the Trustee.
ARTICLE VII
VESTING; DISTRIBUTION OF ACCOUNTS
Section 7.01. Vesting. A Participant's right to the balances credited
to his Basic Contributions Account and his Supplemental and After-Tax
Contributions Accounts, if any, shall at all times be fully vested and
nonforfeitable. A Participant's right to the balance of his Employer Matching
Contributions is subject to the following table:
Number of Completed
Years of Service Forfeitable Percentage
---------------- ----------------------
Less than 1 year 100 percent
at least 1 year but less than 2 years 80 percent
at least 2 years but less than 3 years 60 percent
at least 3 years but less than 4 years 40 percent
at least 4 years but less than 5 years 20 percent
5 years or more 0 percent;
The portion of a Participant's Employer Matching Contributions Account that is
not distributable to him by reason of the provisions of this subsection shall be
forfeited and shall be applied, commencing with the Plan Year next following the
Plan Year during which the Participant first incurs a One Year Break in Service
(as defined in subsection 7.06) to reduce the amount of any Employer Matching
Contributions that would otherwise be made pursuant to subsection 4.05, until
exhausted. Notwithstanding the foregoing provisions of this Section, the
Forfeitable Percentage of an Employee of an Employer who participated in the
Robbins & Myers, Inc. Savings Plan for Salaried Employees of Chemineer, Edlon
and Pfaudler prior to January 1, 1996 shall be determined under the provisions
of Section 12.02 of the Plan.
Section 7.02. Distribution Upon Termination of Employment. When a
Participant's employment with the Company and any Affiliates is terminated for
any reason (except an intercompany transfer between the Company or any Affiliate
and another Affiliate), including death, disability or retirement, the entire
vested balance in such Participant's Account shall be paid at the time and in
the manner specified in Section 7.04. If the termination occurs by reason of the
death of the Participant, or if the Participant dies before the distribution is
completed, distribution shall be made to the Participant's
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Beneficiary. If a Participant terminates employment with the Company and
Affiliates but does not take a distribution under this subsection, his entire
Account shall be invested in the Investment Fund selected by the Committee for
that purpose and shall continue to share in the earnings, gains and losses of
such Investment Fund until distribution has been completed.
Section 7.03. Designation of Beneficiary. A Participant may designate
any person, trust and/or other entity as Beneficiary. Any such designation shall
be in writing and filed with the Committee on the form and in the manner
prescribed by the Committee, and may be revoked or changed at any time by
the-Participant. Notwithstanding the foregoing, in the event that the
Participant has a spouse at the time of his death, such spouse shall be the
Participant's Beneficiary unless (i) such spouse has consented in writing to the
Participant's designation of a different Beneficiary, (ii) such consent
acknowledges the effect of such election and is witnessed by a plan
representative appointed by the Committee or by a notary public, and (iii) the
Participant is survived by a Beneficiary designated as such as described above.
Any such consent shall be irrevocable, but shall be effective only with respect
to the specific Beneficiary designation unless the consent expressly permits
designations by the Participant without any requirement of further consent. In
the event that the Participant is not married at the time of death and either no
valid designation of Beneficiary is on file with the Committee at the date of
death or no designated Beneficiary survives, the Participant's estate shall be
the Beneficiary.
Section 7.04. Manner and Timing of Distributions.
(a) All amounts becoming payable under Section 7.02 shall be paid in
the form of a lump sum cash distribution, provided, however that at the election
of the Participant, distribution of whole shares of Company Stock shall be made
in kind.
(b) Distributions under this Section shall be made as soon as
practicable after the Valuation Date which is coincident with or next follows
the Participant's election to receive his Account.
(c) Notwithstanding the foregoing, if the value of the Participant's
interests exceeds $3,500, no distribution shall be made prior to the
Participant's Normal Retirement Age unless the prior written consent of the
Participant and the Participant's spouse, if any (or if either the Participant
or the spouse has died, the survivor) to the distribution has been obtained by
the Plan Administrator within the period beginning no more than 90 days and
ending no less than 30 days before the date payments are to be made or
commenced. The Plan Administrator shall notify the Participant and the
Participant's spouse of the right to defer any distribution until the
Participant's Normal Retirement Age. Such notification shall include a general
description of the material features of, and an explanation of the relative
values of, the optional forms of benefit under the Plan in a manner that would
satisfy the notice requirements of Code section 417(a)(3), and shall be provided
no less than 30 days and no more than 90 days prior to the date that benefit
payments are to be made or commenced. If the Participant or Beneficiary fails to
consent, distribution shall be made as soon as practicable after the Participant
attains Normal Retirement Age; provided that distribution shall in all events be
completed not later than five (5) years after the date of the Participant's
death. In the event that distribution is deferred, the Participant's entire
Account shall be invested in the Investment Funds selected by the Participant
under Section 5.03.
(d) Notwithstanding any election to the contrary, payment of benefits
to a Participant shall commence no later than the April 1 next following the
close of the calendar year in which he attains age 70-1/2, whether or not the
Participant has retired.
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(e) All distributions required under this Section 7.04 shall be
determined and made in accordance with the provisions of Code section 401(a)(9)
and the regulations issued thereunder, including the minimum distribution
incidental benefit requirement of Section 1.401(a)(9)-2 of the Treasury
Regulations.
(f) Pre-Tax Contributions, Employer Matching Contributions, and income
allocable to each, shall not be distributed to Participants or Beneficiaries
earlier than upon separation from service, death, or disability, or upon the
occurrence of one of the following events:
(i) The termination of the Plan without establishment of a
successor defined contribution plan as such term is defined in Section
1.401(k)-l(d)(3) of the Treasury regulations.
(ii) The disposition by the Company of substantially all of the
assets (within the meaning of Section 401(k)-l(d) (4)(iv)(A) of the
Treasury regulations) used in the trade or business of the Company if
the Company continues to maintain this Plan after the disposition, but
only with respect to Employees who continue employment with the
corporation acquiring such assets.
(iii) The disposition by the Company to an unrelated entity of
the Company's interest in a subsidiary (within the meaning of Section
409(d)(3) of the Code) if the Company continues to maintain this Plan,
but only with respect to Employees who continue employment with such
subsidiary.
(iv) The attainment of age 59-1/2 or, in the case of Pre-Tax
Contributions only, the hardship of the Participant, as described in
Section 8.04.
(g) Notwithstanding the foregoing provisions of this subsection, a
Participant in the Robbins & Myers, Inc. Employee Savings Plan on December 31,
1995 shall have the right to receive a distribution of his account balance as of
December 31, 1995 under subsection 7.02 in 5 substantially equal annual or more
frequent installments if his Distribution Eligibility Date occurs on account of
his retirement on:
(i) a normal retirement date elected by him which must occur on
or after the date on which he attains age 65 years;
(ii) an early retirement date elected by him which must occur on
or after the later of the date on which he both attains age 55 years
and completes at least 10 Years of Service (as defined in subsection
7.06) or the date on which he is first eligible to retire on an early
retirement date under the terms of any defined benefit plan (as defined
in section 414(j) of the Code) that is maintained by an Employer and in
which he is a participant, but prior to the date on which he attains
age 65 years.
Section 7.05. Years of Service. The term "Years of Service" means,
with respect to any employee of Participant, the number of years, including
fractional portions thereof, elapsed since the first date for which he was paid,
or entitled to payment, for the performance of duties for the Employers or
Affiliates, subject to the following:
(a) an employee's or Participant's number of Years of Service for the
period ended on December 31, 1995, shall be equal to his number of "Years of
Service", if any, determined in accordance with the provisions of the Plan as in
effect on that date;
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(b) for purposes of determining the nonforfeitable portion of the
balance of a Participant's Employer Matching Contributions Account accrued prior
to the date he incurs a One Year Break in Service, his number of Years of
Service accrued after 5 consecutive One Year Breaks in Service shall be
disregarded.
(c) if a Participant's employment with the Employers and Affiliates is
terminated and he incurs a One Year Break in Service, he shall not be credited
with service for the period elapsed between the date his employment is
terminated and the date, if any, of his reemployment by the Employers or
Affiliates;
(d) if an employee or Participant does not have a nonforfeitable right
under the Plan to any portion of an Employer Matching Contributions Account
balance, and the number of his consecutive One Year Breaks in Service equals or
exceeds 5, then, his number of Years of Service, if any, accrued prior to such
break shall be disregarded and he shall be considered as a new employee.
Section 7.06. One Year Break in Service . The term "One Year Break in
Service" means, with respect to any employee or Participant, the
12-consecutive-month period commencing on his Distribution Eligibility Date if
he is not paid or entitled to payment for the performance of duties for the
Employers, or the Company Affiliates during that period.
ARTICLE VIII
WITHDRAWALS AND LOANS
Section 8.01. Withdrawal of Supplemental Contributions. Participant
may elect to withdraw, as of any Valuation Date, all or part of any balances
credited to such Participant's Account attributable to Supplemental
Contributions, provided that, in no event shall any Participant have a right
under this Section to withdraw amounts in excess of the amounts actually
contributed as Supplemental Contributions. The minimum withdrawal under this
Section (together with any contemporaneous withdrawal under Section 8.02) shall
be $500.00.
Section 8.02. Withdrawal of After-Tax Contributions. A Participant may
elect to withdraw, as of any Valuation Date, all or part of any balances
credited to such Participant's Account, attributable to After-Tax Contributions;
provided that Supplemental Contributions, if any, have been previously withdrawn
or are withdrawn at the same time; and provided further that in no event shall
any Participant have a right to withdraw amounts in excess of the amounts
actually contributed as After-Tax Contributions. The minimum withdrawal under
this Section (together with any contemporaneous withdrawal under Section 8.01)
shall be $500.00.
Section 8.03. Withdrawals After Age 59-1/2. A Participant who has
attained age 59-1/2 may elect to withdraw, as of any Valuation Date, all or part
of the balances credited to such Participant's Account.
Section 8.04. Hardship Withdrawals.
(a) Prior to the termination of the Participant's employment, upon a
demonstration by the Participant of an immediate and heavy financial need that
cannot be met from other resources that are reasonably available to the
Participant, a Participant shall be permitted, on Timely Notice, to make a
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withdrawal of an amount not exceeding the lesser of (i) the amount needed to
satisfy such need, or (ii) 100% of all balances in the Participant's Account
which are derived from the Participant's Pre-Tax Contributions. Notwithstanding
the foregoing, (i) amounts derived from Employer Matching Contributions may not
be withdrawn pursuant to this Section, and (ii) distributions made pursuant to
this Section may not include any earnings credited on or after January 1, 1989
to the balance in the Participant's Account derived from Pre-Tax Contributions.
(b) or purposes of this Section, "an immediate and heavy financial
need" shall be deemed to exist if the distribution is on account of:
(i) Unreimbursed medical expenses described in Code section
213(d) incurred by the Participant, the Participant's spouse, or any
dependent of the Participant (as defined in Code section 152);
(ii) Costs directly related to the purchase of the principal
residence for the Participant (excluding mortgage payments);
(iii) Payment of tuition and related fees for the next semester
or quarter of post-secondary education for the Participant, his or her
spouse, children or dependents;
(iv) The need to prevent the eviction of the Participant from his
principal residence or foreclosure on the mortgage on the Participant's
principal residence; or
(v) Other events provided for in rulings, notices or other
documents published by the Commissioner of Internal Revenue. The amount
of an immediate and heavy financial need may include amounts necessary
to pay any federal, state, or local income taxes or penalties
reasonably anticipated to result from the distribution.
(c) In order to demonstrate that a need cannot be met from other
resources, the Participant shall be required to provide such documents or
information as the Committee may require and to certify that the need cannot be
relieved (i) through reimbursement from insurance, (ii) by reasonable
liquidation of assets, (iii) by cessation of Pre-Tax or After-Tax Contributions
under the Plan, or (iv) by other withdrawals under or loans from this or any
other plan or a loan from a commercial lender, on reasonable terms.
(d) Withdrawals under this Section shall be permitted only if the
Participant has first withdrawn all amounts available to him under this or any
other Employer plan and borrowed all amounts available to him under any other
Employer plan. All of the Participant's Contributions to this Plan and
contributions to all other plans maintained by the Employer (except
contributions to welfare benefit plans and mandatory employee contributions to
defined benefit plans) shall be suspended for a period of 12 months following
such withdrawal, and the amount which the Participant may contribute as Pre-Tax
Contributions for the Plan Year following such withdrawal shall not exceed the
amount described in Code section 402(g), reduced by the amount of the
Participant's actual Pre-Tax Contributions for the Plan Year in which the
withdrawal occurred.
(e) Distributions pursuant to this Section shall be made as soon as
administratively feasible after the withdrawal is approved. The minimum
withdrawal under this subsection is $500.00.
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Section 8.05. Source of Funds for Withdrawals. A Participant may
specify which of his Accounts should be charged for any withdrawal under this
Article. Distribution will be made out of the Participant's interests in each of
the Investment Funds in accordance with the proportion of the Participant's
Account then invested in such Fund. Notwithstanding the foregoing provisions of
this Article, any withdrawal by a Participant of an amount held under any group
investment contract held by the Trustee shall be subject to any restrictions on
withdrawals contained in that contract.
Section 8.06. Loans to Participants. On written application of a
Participant, the Corporate Benefits Committee may, if it determines that the
Participant is creditworthy, direct the Trustee to make a loan to him from the
Trust Fund for any purpose set forth in the written loan policies of the
Corporate Benefits Committee. The amount of any loan shall not exceed an amount
equal to the lesser of:
(a) $50,000, reduced by the excess, if any, of:
(i) the highest outstanding balance of loans from the Plan during
the 1-year period ending on the day before the date the loan is made,
over
(ii) the outstanding balance of loans from the Plan on the date
on which the loan is made; or
(b) 50 percent of the amount of the Participant's nonforfeitable
Account balances determined as of the last preceding Accounting Date.
Each such loan shall be evidenced by a written note containing such terms as may
be determined by the Corporate Benefits Committee in a uniform and
nondiscriminatory manner in accordance with written loan procedures adopted by
it. Such terms shall provide that:
(i) interest will be paid on the amount of the loan at a
commercial lender's then prevailing rate for loans of a similar type;
(ii) except in the case of a loan used to acquire a dwelling unit
which, within a reasonable time (determined as of the date the loan is
made) will be utilized as a principal residence of the Participant, the
loan will be repaid within 5 years;
(iii) repayment of the loan will be made in substantially equal
quarterly or more frequent installments over the period of the loan.
The Corporate Benefits Committee shall establish a Loan Account in the name of
each Participant to whom a loan is granted, which Loan Account shall be
periodically adjusted as provided in Article VI. If, on a Participant's
distribution (under Section 7.02), any loan or portion of a loan made to him,
together with the accrued interest thereon, remains unpaid, an amount equal to
such loan or portion thereof, together with the accrued interest thereon, shall
be charged to the Participant's Accounts after all other adjustments required
under the Plan have been made, but before any payment or distribution is made to
any person pursuant to the provisions of Article VII.
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ARTICLE IX
ADMINISTRATION
Section 9.01. Designation of Fiduciaries. The persons designated in
Sections 9.02, 9.03, and 9.05, and the persons they designate to carry out or
help to carry out their duties or responsibilities are fiduciaries under the
Plan and Trust. Each fiduciary has only those duties or responsibilities
specifically assigned to him under the Plan or Trust or delegated to him by
another fiduciary. Each fiduciary may assume that any direction, information or
action of another fiduciary is proper and need not inquire into the propriety of
any such action, direction or information. Except as provided by law, no
fiduciary will be responsible for the malfeasance, misfeasance or nonfeasance of
any other fiduciary. Any fiduciary may participate in the Plan, provided he
otherwise is eligible to do so. Except as permitted by law, no Employee or
director shall receive any compensation from the Plan or Trust for his services
as a fiduciary.
Section 9.02. Board. The Board will appoint the members of the
Corporate Benefits Committee, act on any matter referred by the Corporate
Benefits Committee under subsection 9.03(c) and receive and review reports
submitted periodically by the Corporate Benefits Committee concerning
administration of the Plan and Trust.
Section 9.03. Corporate Benefits Committee.
(a) Designation. The Board will name the members of the Corporate
Benefits Committee and will fix the number of its members.
(b) Purpose. The Corporate Benefits Committee will control and
administer the Plan.
(c) Powers. The Corporate Benefits Committee has all powers necessary
to carry out its purposes, including the following:
(i) administer the Plan in accordance with its terms and
conditions;
(ii) establish the rules, regulations and procedures it finds
necessary or appropriate to discharge its duties;
(iii) adopt or amend the Plan and any trusts or insurance contracts
used to fund the Plan;
(iv) interpret the Plan, including supplying any omissions in
accordance with the intent of the Plan;
(v) decide all questions concerning eligibility of any Employee
to become a Participant;
(vi) compute the amount of benefits and determine to whom such
benefits will be paid;
(vii) authorize or deny the payment of Plan benefits;
(viii) delegate its powers and duties to others as it sees fit,
including:
(A) the preparation and filing of all reports with
governmental agencies;
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(B) the preparation and distribution of booklets,
announcements, reports and descriptions of the Plan to Employees,
as required by law;
(C) the maintenance of all records relating the Plan and
Trust;
(D) the establishment and administration of a uniform claims
procedure; and
(E) the performance of all other duties necessary to
administer the Plan;
(ix) employ those accountants, actuaries, agents, consultants,
physicians and attorneys (who may be counsel to the Company) it finds
necessary, and to receive and evaluate their reports;
(x) review bonding and insurance requirements;
(xi) designate an agent for service of legal process upon the
Plan;
(xii) review and implement long-term planning in developing
modifications of the Plan;
(xiii) establish and enforce the rules, regulations, procedures,
investment policies and investment programs it considers desirable;
(xiv) receive and evaluate monthly, quarterly and annual reports of
Trustees, investment managers and investment advisers;
(xv) review the performance of the Trustees, investment managers
and/or investment advisers at least quarterly;
(xvi) allocate the amount of assets to be managed by each Trustee,
investment manager and investment adviser;
(xvii) accept or reject rollover amounts;
(xviii) establish any accounts called for by the Plan or Trust;
(xix) report at least annually to the Company on the investment
performance of the Trust Fund;
(xx) appoint, remove or replace other fiduciaries including the
Trustee (or insurance company which holds Plan assets), investment
managers or investment advisers;
(xxi) approve the amount of Employer Contributions to be made to
the Plan or approve discontinuance of Employer Contributions to the
Trust Fund;
(xxii) discontinue or terminate the Plan and any trusts or insurance
contracts used to fund the Plan; and
(xxiii) perform any other act or acts necessary to the performance of
its powers and duties;
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(d) Resignation, Removal and Designation of Successor. The Company may
remove any member of the Corporate Benefits Committee at any time. Any member of
the Corporate Benefits Committee may resign at any time by delivering his
written resignation to the Company and the Corporate Benefits Committee. New
members will be named by the Company. Any new member will have the same rights,
powers, privileges, immunities and duties as the other members of the Corporate
Benefits Committee. The Corporate Benefits Committee must promptly notify the
Trustee of any change in its membership.
Section 9.04. Action of Committee. Any act authorized, permitted or
required to be taken by the Corporate Benefits Committee may be taken by a
majority of its members, either by vote at a meeting or in writing without a
meeting. All members must be notified of the proposed action and must have an
opportunity to vote. A majority of the members of the Corporate Benefits
Committee constitutes a quorum. All notices, advices, directions,
certifications, approvals and instructions required or authorized to be given by
the Corporate Benefits Committee must be in writing and signed (a) by a majority
of the members of the Corporate Benefits Committee, (b) by the member or members
of the Corporate Benefits Committee designated as having authority to execute
documents on its behalf or (c) by a person authorized to act for the Corporate
Benefits Committee under subsection 9.03(c)(ix).
Section 9.05. Trustee.
(a) Designation. The Corporate Benefits Committee will appoint the
Trustee.
(b) Powers and Duties. The Trustee has the duties and powers set forth
in the agreement executed by the Company and the Trustee.
Section 9.06. Employer Records. The Corporate Benefits Committee may
inspect the Employer's books and records to determine any fact in connection
with acts to be performed by it under the Plan, or it may rely on the Employer's
statement. If the Corporate Benefits Committee wants any statement, certified,
it may rely on a certification of the Company, Employer or Affiliate, as
appropriate.
Section 9.07. Indemnification. All fiduciaries designated in Section
9.01 other than a bank or trust company or any insurance company acting as a
Trustee and anyone else delegated any power, authority or responsibility under
this Article, have all rights of indemnification provided by law or agreement or
under the Company's Articles of Incorporation, regulations or by-laws. In
addition, the Employer will satisfy any liability actually and reasonably
incurred by all fiduciaries, other than a bank or trust company or an insurance
company acting as Trustee, including expenses, attorneys' fees, judgments, fines
and amounts paid in settlement, in connection with any threatened, pending, or
completed action, suit or proceeding related to their exercise or failure to
exercise any of the powers, authority, responsibilities or discretion provided
under the Plan and the Trust, or reasonably believed by them to be provided
thereunder, any action taken by them in connection with those matters if they
acted in good faith and in a manner reasonably believed to be in or not opposed
to the best interest of the Plan, and with respect to any criminal action or
proceeding, if they had no reasonable cause to believe that their conduct was
unlawful.
Section 9.08. Discrimination Prohibited. In exercising any
discretionary or absolute authority under the Plan, the Corporate Benefits
Committee will act in a consistent and nondiscriminatory manner, treating all
persons in similar circumstances in a similar manner. The Corporate Benefits
Committee may take no action which would discriminate in favor of Members,
Beneficiaries or
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Employees who are officers, shareholders or highly-compensated employees, or
which would result in benefiting one employee or group of employees at the
expense of others similarly situated.
Section 9.09. Representation in Proceedings. In any court proceeding
arising under the Plan, the Corporate Benefits Committee will be the
representative of the Members, Beneficiaries and all other claiming any interest
under the Plan.
Section 9.10. Time of Delivery. Any information, forms of election,
rejection or other materials required to be filed or delivered by a Member or
Beneficiary to the Company, the Employer or any fiduciary will be deemed filed
or delivered when received. Any consents, approvals, information, requests for
information or other materials required to be filed or delivered to a Member or
Beneficiary by the Company, the Employer for any fiduciary will be deemed filed
or delivered on the earlier of the date of personal delivery or the date
deposited in first class mail. Any information or other materials required to be
filed or delivered to the Company, the Employer or any fiduciary by the Company,
the Employer or any fiduciary will be deemed filed or delivered when actually
received.
ARTICLE X
MISCELLANEOUS
Section 10.01. Rights to Trust Assets.
(a) No Participant or any other person shall have any right to, or
interest in, any part of the Trust assets upon termination of employment or
otherwise, except as provided from time to time under this Plan, and then only
to the extent of the amounts due and payable to such person out of the assets of
the Trust. All payments as provided for in this Plan shall be made solely out of
the assets of the Trust and neither the Employers, the Trustee, nor any member
of the Committee shall be liable therefor in any manner.
(b) The effectiveness of this Plan is expressly subject to the
condition that the Company shall initially receive a favorable determination
letter from the Internal Revenue Service that the Plan meets the requirements
for qualification under Section 401(a) of the Code and all Employer
contributions hereunder are conditioned on the continued qualification of the
Plan under such Code section and the deductibility of such contributions under
Code section 404. In the event that the Internal Revenue Service initially fails
to issue a favorable determination letter, the Company may, at its option,
terminate the Plan, in which case all amounts in the Trust attributable to
Employer contributions shall be refunded to the Employers and all amounts
attributable to Participant contributions shall be distributed to Participants.
In the event that the Committee determines that a contribution has been made as
the result of a good faith mistake of fact, then the Committee may direct that
any non-deductible Employer contribution or any other contribution made as the
result of a mistake of fact shall be refunded to the Employer or Participant in
accordance with applicable provisions of ERISA.
(c) Except as provided in subsection (b) of this Section, the Employers
shall have no beneficial interest of any nature whatsoever in any Employer
Matching Contributions after the same have been received by the Trustee, or in
the assets, income or profits of the Trust or any part thereof.
Section 10.02. Non-Recommendation of Investment. The decision as to
the choice of Investment Funds hereunder must be made solely by each
Participant, and no officer or employee of
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any Employer or the Trustee is authorized to make any recommendation to any
Participant concerning the allocation or reallocation of Contributions among the
Investment Funds.
Section 10.03. Non-Alienation. Except as otherwise provided herein, no
right or interest of any Participant or Beneficiary in the Plan and the Trust
shall be subject in any manner to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance, charge, attachment, garnishment, execution,
levy, bankruptcy, or any other disposition of any kind, either voluntary or
involuntary, prior to actual receipt of payment by the person entitled to such
right or interest under the provisions hereof, and such disposition or attempted
disposition shall be void. Notwithstanding the foregoing, a qualified domestic
relations order relating to child support, alimony payments or marital property
rights shall be recognized and given effect if such order contains sufficient
information to permit the Committee to determine that it meets the requirements
of Code section 414(p). If a qualified domestic relations order so directs,
distribution of benefits to the alternate payee may be made at a time not
permitted for distributions to the Participant.
Section 10.04. Facility of Payment. If the Committee shall determine
that a Participant or Beneficiary entitled to a distribution hereunder is
incapable of caring for his own affairs, because of illness or otherwise, it may
direct that any distribution from such Participant's Account may be made, in
such shares as it shall determine, to the spouse, child, parent or other blood
relative of such Participant or his Beneficiary, or any of them, or to such
other persons or persons as the Committee may determine. The Committee shall be
under no obligation to see to the proper application of the distributions so
made to such person or persons and any such distribution shall be a complete
discharge of any liability under the Plan to such Participant or Beneficiary, to
the extent of such distribution.
Section 10.05. Unclaimed Benefits. In the event that the Committee is
unable to locate any person who is entitled to benefits hereunder despite
reasonable and diligent efforts to do so, then such person's benefits shall be
automatically forfeited as of the last day of the Plan Year next following the
year in which such benefits became payable; provided, however, in the event that
such person subsequently makes a claim for such forfeited benefits prior to the
termination of the Plan, such benefits shall be reinstated by means of a special
Employer contribution equal to the amount of the forfeiture or by direct payment
by the Company to such person as determined by the Committee.
ARTICLE XI
TOP-HEAVY PLAN PROVISIONS
Section 11.01. Effect of Top-Heavy Status. The Plan shall be a
"Top-Heavy Plan" for any Plan Year if either of the following conditions
applies:
(a) The Top-Heavy Ratio for the Plan exceeds sixty percent (60%) and
the Plan is not part of any Required Aggregation Group or Permissive Aggregation
Group having a Top-Heavy Ratio of sixty percent (60%) or less.
(b) The Plan is part of a Required Aggregation Group Having a Top-Heavy
Ratio which exceeds sixty percent (60%) and is not part of a Permissive
Aggregation Group having a Top-Heavy Ratio of sixty percent (60%) or less.
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If the Plan is a Top-Heavy Plan in any Plan Year, the provisions of Article
11.03 through 11.05 shall supersede any conflicting provisions of the Plan.
Section 11.02. Additional Definitions. Solely for purposes of this
Article, the following terms shall have the meanings set forth below:
(a) "Key Employee" means any employee or former employee (and the
beneficiary of such employee) whose status as an officer or owner of the
Employer makes him a "key employee" as determined in accordance with Code
section 416(i)(1) and the regulations thereunder.
(b) "Determination Date" means the last day of the preceding Plan Year.
(c) "Top-Heavy Ratio" means a fraction, the numerator of which is the
sum of account balances under any defined contribution plans maintained by the
Employer for all Key Employees and the present value of accrued benefits under
any defined benefit plans maintained by the Employer for all Key Employees, and
the denominator of which is the sum of the account balances under such defined
contribution plans for all employees and the present value of accrued benefits
under such defined benefit plans for all employees disregarding in either case
accrued benefits attributable to employees who have not been employed within the
five year period preceding the Determination Date. Both the numerator and
denominator of the Top-Heavy Ratio shall be adjusted for any distribution of an
account balance on an accrued benefit made in the five (5) year period ending on
the Determination Date and any contribution due but unpaid as of the
Determination Date. For purposes of calculating the Top-Heavy Ratio, (i) the
value of account balances and the present value of accrued benefits shall be
determined as of the most recent Valuation Date that falls within or ends with
the twelve (12) month period ending on the Determination Date, and (ii) the
account balances and present values of accrued benefits of any employees who are
not Key Employees but who were Key Employees in a prior year shall be
disregarded. The calculation of the Top-Heavy Ratio, and the extent to which
distributions, rollovers and transfers are taken into account will be made in
accordance with Code section 416 and the regulations thereunder. When
aggregating plans, the value of account balances and accrued benefits will be
calculated with reference to the Determination Dates that fall within the same
calendar year. The present value of accrued benefits shall be determined
pursuant to Code section 416(g) using a five (5) percent interest assumption and
the 11P-1984 Mortality Table. Solely for the purpose of determining if the Plan,
or any other plan included in an aggregation group of which this Plan is a part,
is top-heavy, the accrued benefit of an Employee other than a Key Employee shall
be determined under (i) the method, if any, that uniformly applies for accrual
purposes under all plans maintained by the Affiliates, or (ii) if there is no
such method, as if such benefit accrued not more rapidly than the slowest
accrual rate permitted under the fractional accrual rate of Code section
411(b)(1)(C).
(d) "Permissive Aggregation Group" means the Required Aggregation Group
of plans plus any other plan or plans of the Employer which, when considered as
a group with the Required Aggregation Group, would continue to satisfy the
requirements of Code section 401(a)(4) and 410.
(e) "Required Aggregation Group" means (i) each qualified plan of the
Employer in which at least one Key Employee participates, and (ii) any other
qualified plan of the Employer which enables a plan described in (i) to meet the
requirements of Code sections 401(a)(4) and 410.
(f) "Valuation Date" means (i) in the case of a defined contribution
plan, the Determination Date, and (ii) in the case of a defined benefit plan,
the date as of which funding calculations are generally made within the twelve
(12) month period ending on the Determination Date.
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(g) "Employer" means the employer or employers whose employees are
covered by this Plan and any other employer which must be aggregated with any
such employer under Code sections 414(b), (c), (m) or (o).
Section 11.03. Minimum Benefits. For any year in which the Plan is a
Top-Heavy Plan, the employer contributions on behalf of each Employee who is not
Key Employee shall at least be equal to three percent (3%) of such Employee's
compensation (as defined in Code section 415) for such Plan Year or the
percentage of compensation allocated on behalf of the Key Employee for which
such allocation was highest, whichever is less, reduced however by the amounts
allocated to such Employee under any other defined contribution plans. If such
Employee is also covered under a defined benefit plan of the Affiliates, such
Employee will only be entitled to the defined benefit minimum.
Section 11.04. Maximum Benefit Limits. If the Employer maintains a
defined benefit plan and a defined contribution plan which both cover one or
more of the same Key Employees, and if such Plans are Top-Heavy, then the
limitation stated in a separate provision of this Plan with respect to the Code
section 415(e) maximum benefit limitations shall be deemed to refer to a 1.0
adjustment on the dollar limitation rather than a 1.25 adjustment. This
provision shall not apply if the Top-Heavy Ratio is less than ninety percent
(90%) and if the minimum benefit requirements of Section 11.03 are met when
three percent (3%) is changed to four percent (4%).
ARTICLE XII
AMENDMENT
Section 12.01. General Amendment. The Corporate Benefits Committee may
amend the Plan at any time, by action of a majority of its members at a meeting
or by unanimous written consent in lieu of meeting. The Employer, the Corporate
Benefits Committee and all Members, Beneficiaries and other persons will be
bound by those amendments. However, no amendment may increase the duties or
liabilities of the Trustee, the Company or the Employer without its written
consent, and no amendment may authorize or permit any part of the Trust Fund to
be used for or diverted to any purpose other than the exclusive benefit of
Members or their Beneficiaries, and for defraying the reasonable expenses of
administering the Plan and Trust. The Corporate Benefits Committee specifically
reserves the right to make any amendment designed to comply, or to eliminate any
uncertainty of compliance, with the Code, ERISA, any other laws relating to
qualified employees' trusts or any regulations or rulings issued under those
laws, even though accrued benefits are eliminated or reduced retroactively.
Section 12.02. Amendment of Vesting Schedule. If the Plan is amended
to provide a different vesting schedule, each person adversely affected:
(a) who is a Participant during the election period below; and
(b) who has completed a Period of Service of at least three years
before that period ends;
may elect to have the amendment disregarded in determining his vested amount.
The election must be in writing and delivered to the Corporate Benefits
Committee within the election period. Upon delivery, the election will be
irrevocable. The election period begins on the date the amendment is adopted and
ends 60 days after the latest of the date:
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(c) the amendment is adopted;
(d) the amendment becomes effective; or
(e) the Corporate Benefits Committee delivers a written notice of the
amendment to the Participant.
No amendment to the Plan's vesting schedule may decrease the vested amount which
any Member has earned as of the date of the amendment.
ARTICLE XIII
SUSPENSION, DISCONTINUANCE OR TERMINATION
Section 13.01. Termination or Partial Termination of the Plan. The
Corporate Benefits Committee may terminate or partially terminate the Plan at
any time by action of a majority of its members at a meeting or by unanimous
written consent in lieu of meeting. If the Plan is terminated or partially
terminated without termination of the Trust, the Trust will be continued until
terminated by the Corporate Benefits Committee or until all Trust assets have
been distributed.
Section 13.02. Termination of the Trust. If the Plan is terminated or
partially terminated, the Trust may be terminated by the Corporate Benefits
Committee in the manner described above. The Trust Fund and each account under
the Trust Fund will be valued as provided in the Trust document. The Corporate
Benefits Committee will determine the methods and means of distribution and will
certify that information to the Trustee. After receiving that certification and
after making necessary adjustments to reflect additional earnings, losses and
liquidation expenses, the Trustee will distribute the Trust assets promptly. If
one but not all Employers terminates or partially terminates the Plan, that
Employer will determine whether or not the Trust will continue for its Members.
If those interests are terminated, the Corporate Benefits Committee will direct
their liquidation under this Section.
Section 13.03. Discontinuance of Employer Contributions. The Employer
expects to continue the Plan and to make Employer Contributions indefinitely.
However, the Employer does not assume a contractual obligation to continue the
Plan and reserves the right to reduce, suspend or discontinue Employer
Contributions. Any suspension or discontinuance of Employer Contributions will
not constitute a discontinuance of the Plan. If Employer Contributions are
discontinued or suspended the Trust will be continued until terminated by the
Company or until all trust Assets have been distributed.
ARTICLE XIV
GENERAL
Section 14.01. Severability. Each provision of the Plan is independent
of each other provision. If any provision of the Plan proves to be, or is
finally held by any court or tribunal, board or authority of competent
jurisdiction to be illegal, unenforceable or in conflict with the Code, ERISA or
any other law relating to qualified employees' trusts, that provision will be
disregarded and will be void. Such invalidation will not impair the Plan or any
of its other provisions.
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Section 14.02. Merger of Plans. No merger or consolidation of the Plan
with, or transfer in whole or in part of the assets and liabilities of the Trust
Fund to, any other plan of deferred compensation or trust fund maintained or
established for the benefit of all or some Members may occur unless:
(a) each Member would receive (if the other plan then terminated) a
benefit immediately after the merger, consolidation or transfer which is equal
to or great than the benefit he would have been entitled to receive immediately
before the merger, consolidation or transfer (if the Plan had then terminated);
(b) resolutions adopted by the Company, the Corporate Benefits
Committee, and the Employer, and by any new or successor employer of the
affected Members, authorize the transfer of assets and, in the case of the new
or successor employer of the affected Members, its resolutions specifically
assume liabilities for those Members' benefits; and
(c) the other plan and trust are qualified under Code sections 401(a)
and 501(a).
Section 14.03. Plan Not a Contract of Employment. Neither the creation
of the Plan nor any amendment to it nor the creation of the Trust Fund nor the
payment of benefits gives any legal or equitable right to any person against the
Company, the Employer or any Affiliate, their officers or employees, or against
the Trustee except as provided in the Plan. All liabilities under the Plan will
be satisfied, if at all, only out of the Trust Fund. Participation in the Plan
does not give any Member any right to continued employment.
Section 14.04. Successors; Reorganizations. In the case of the merger,
consolidation, sale of assets, liquidation or other reorganization of the
Employer under circumstances in which a successor person, firm or company (a)
continues all or a substantial part of the Employer's business and (b) employs a
substantial number of the Employer's employees, the successor will be
substituted for the Employer under the Plan if it files a written election with
the Trustee and the Corporate Benefits Committee to carry on the provisions of
the Plan.
Section 14.05. Expenses. The Employer will pay all the expenses of
administering the Plan, including the Trustee's compensation and expenses, any
broker's fees incurred by the Trust, the expenses of the Corporate Benefits
Committee, and any other expenses incurred at the direction of the Corporate
Benefits Committee. Any of those expenses not paid by the Employer will be paid
out of the Trust Fund. The Company will allocate the expenses among Employers.
Section 14.06. Controlling Law. The Plan will be construed and
enforced according to the laws of the State of Ohio and the United States.
Section 14.07. Construction. If the Plan contains contradictory
clauses or if there appears to be a conflict between its provisions, the
following rules of construction will apply:
(a) The interpretation that favors the Plan as a tax-free retirement
plan and the deduction of Employer Contributions for federal income tax purposes
will prevail over any interpretation that might render the Plan taxable or
prevent that deduction.
(b) Subject to subsection (a), the rules established by the Supreme
Court of the State of Ohio for the construction of like instruments will apply.
30
<PAGE> 35
Section 14.08. Headings. The headings and subheadings in the Plan are
inserted for convenience of reference only and are not to be considered in the
construction of its provisions.
Section 14.09. Counterparts. The Plan may be executed in any number of
counterparts, each of which is an original. All counterparts constitute one and
the same instrument, sufficiently evidenced by any one counterpart.
Section 14.10. Treasury Qualification. The Plan is designed to comply
with Code section 401(a) and will terminate automatically if (a) the Internal
Revenue Service issues a written determination that the Plan as initially
adopted is not qualified and the Corporate Benefits Committee elects not to
amend or further amend the Plan, or (b) the Internal Revenue Service fails to
issue, within one year following a request that the Internal Revenue Service
issue, a written determination of qualification. Upon termination of the Plan
under this Section, the Trust will terminate and all amounts contributed by the
Employer and Participants (adjusted for net earnings and losses) will be
returned to them.
Section 14.11. Denial of Guaranty. There is no guarantee that the
Trust Fund will not incur losses or depreciate in value. Also, there is no
guarantee that any benefit or amount which may become due to any Member,
Participant or Beneficiary, or to any creditor of the Trust will be paid, nor
does the Employer or the Corporate Benefits Committee guarantee or assume any
obligation to enforce payment by any insurance company of any benefit or amount
which may become due under any insurance contract. Each Member or Beneficiary
and any creditor of the Trust may look only to the Trust Fund for payment. After
a Member's Distributable Credit has been fully distributed to him or to his
Beneficiary, or to the persons designated in Section 5.05, his interest in the
Trust Fund is extinguished. Neither the Company nor the Employer is liable in
any manner to any Member, Beneficiary or other person for any act or omission of
the Corporate Benefits Committee or Trustee.
31
<PAGE> 36
SUPPLEMENT A
IRS MODEL DIRECT ROLLOVER REVISIONS
(Effective January 1, 1996)
A.1 Rollover Requirements
Notwithstanding any provision of the Plan to the contrary that would otherwise
limit a distributee's election under this Supplement, a distributee may elect,
at the time and in the manner prescribed by the plan administrator, to have any
portion of an eligible rollover distribution paid directly to an eligible
retirement plan specified by the distributee in a direct rollover.
A.2 Definitions
(a) Eligible rollover distribution: An eligible rollover distribution is any
cash distribution of all or any portion of the balance to the credit of the
distributee, except that an eligible rollover distribution does not
include: any distribution that is one of a series of substantially equal
periodic payments (not less frequently than annually) made for the life (or
life expectancy) of the distributee or the joint lives (or joint life
expectancies) of the distributee and the distributee's designated
beneficiary, or for a specified period of ten years or more; any
distribution to the extent such distribution is required under Section
401(a)(9) of the Code; and the portion of any distribution that is not
includable in gross income (determined without regard to the exclusion for
net unrealized appreciation with respect to Employer securities).
(b) Eligible retirement plan: An eligible retirement plan is an individual
retirement account described in Section 408(a) of the Code, an individual
retirement annuity described in Section 408(b) of the Code, an annuity plan
described in Section 403(a) of the Code, or a qualified trust described in
Section 401(a) of the Code, that accepts the distributee's eligible
rollover distribution. However, in the case of an eligible rollover
distribution to the surviving spouse, an eligible retirement plan is an
individual retirement account or individual retirement annuity.
(c) Distributee: A distributee includes an employee or former employee. In
addition, the employee's or former employee's surviving spouse and the
employee's or former employee's spouse or former spouse who is the
alternate payee under a qualified domestic relations order, as defined in
Section 414(p) of the Code, are distributees with regard to the interest of
the spouse or former spouse.
(d) Direct rollover: A direct rollover is a payment by the Plan to the eligible
retirement plan specified by the distributee.
32
<PAGE> 37
SUPPLEMENT B
IRS MODEL SECTION 401(a)17 LIMITATION
(Effective January 1, 1996)
In addition to other applicable limitations set forth in the plan, and
notwithstanding any other provision of the plan to the contrary, the annual
compensation of each employee taken into account under the plan shall not exceed
the OBRA '93 annual compensation limit. The OBRA '93 annual compensation limit
is $150,000, as adjusted by the Commissioner for increases in the cost of living
in accordance with section 401(a)(17)(B) of the Internal Revenue Code. The
cost-of-living adjustment in effect for a calendar year applies to any period,
not exceeding 12 months, over which compensation is determined (determination
period) beginning in such calendar year. If a determination period consists of
fewer than 12 months, the OBRA '93 annual compensation limit will be multiplied
by a fraction, the numerator of which is the number of months in the
determination period, and the denominator of which is 12.
For plan years beginning on or after January 1, 1994, any reference in this plan
to the limitation under section 401(a)(17) of the Code shall mean the OBRA '93
annual compensation limit set forth in this provision.
If compensation for any prior determination period is taken into account in
determining an employee's benefit accruing in the current plan year, the
compensation for that prior determination period is subject to the OBRA '93
annual compensation limit in effect for that prior determination period. For
this purpose, for determination periods beginning before the first day of the
first plan year beginning on or after January 1, 1994, the OBRA '93 annual
compensation limit is $150,000.
33
<PAGE> 38
SUPPLEMENT C
PERIOD OF LIMITED ACTIVITY
(Effective January 1, 1996)
This Supplement applies to Participants who were Participants in the
Robbins & Myers, Inc. Employee Savings Plan on December 31, 1995. During the
period beginning January 1, 1996 and ending as soon as practicable following the
transition to Vanguard administration, such Participants shall not be permitted
to take loans or any in-service withdrawals under the Plan.
34
<PAGE> 39
FIRST AMENDMENT TO
ROBBINS & MYERS, INC.
EMPLOYEE SAVINGS PLAN
WHEREAS, Robbins & Myers, Inc. (the "Company") maintains the Robbins &
Myers, Inc.
Employee Savings Plan (the "Plan"); and
WHEREAS, amendment of the Plan is now deemed desirable;
NOW, THEREFORE, the Corporate Benefits Committee, acting pursuant to
the authority granted to it by Section 12.01 of the Plan, hereby amends the Plan
effective January 1, 1996 in the following particulars:
1. By adding the following paragraph (i) to Section 4.06, to follow
immediately after paragraph (h) thereof:
(i) Multiple Use Test. The provisions of IRC Regs. Section
1.401(m)-2(b) are incorporated herein by reference. In applying the
multiple use test, the actual deferral percentage shall be reduced
with respect to all Highly Compensated Employees.
2. By adding the following new sentence to the end of Section 4.07 of
the Plan:
If, as the result of the allocation of forfeitures, a reasonable error
in estimating a Participant's Compensation, a reasonable error in
determining the amount of pre-tax Basic Contributions that a
Participant may make under the limits created by section 415 of the
Code, or other facts and circumstances which the Commissioner
determines justify this treatment, any excess annual additions on
behalf of a Participant shall be reduced by returning pre-tax Basic
Contributions to the Participant (including gains attributable to those
contributions) to the extent necessary to eliminate any excess annual
additions.
3. By substituting subsection 7.06 for the reference to subsection 7.07
in subsection 7.01 of the Plan.
4. By adding the following new sentence to the end of Section 7.02 of
the Plan:
A Participant is 100 percent vested in his Account Balances upon
attainment of Normal Retirement Age, if he is then employed, upon plan
termination and upon partial plan termination.
5. By adding the following sentence to the end of subsection 7.06 of
the Plan:
Notwithstanding the foregoing provision of this subsection, in the case
of a person on maternity or paternity leave of absence, a One Year
Break in Service will not occur until the end of the
<PAGE> 40
24-consecutive month period commencing on his Distribution Eligibility
Date if he is not paid or entitled to payment for the performance of
duties for the Employers, or the Company Affiliates during that
period.
6. By inserting "or at the time of any prior distribution exceeded
$3,500" immediately following the reference to $3,500 in Section 7.04(c).
7. By adding a new Section 7.07 to follow immediately after Section
7.06 of the Plan:
Section 7.07. Payment of Benefits. Unless the Participant
otherwise elects, payment of his Account Balances shall begin not later
than 60 days after the last day of the Plan Year during which the last
of the following occurs:
(a) the Participant attains age 65;
(b) the tenth anniversary of the Participant's participation in
the Plan; or
(c) the Participant terminates employment with Robbins & Myers,
Inc. and its Affiliates.
8. By substituting the following for Section 11.02(e) of the Plan:
(e) "Required Aggregation Group" means (i) each qualified plan of
the Employer in which at least one Key Employee participates during the
current Plan Year or any of the four immediately preceding Plan Years,
and (ii) any other qualified plan of the Employer which enables a plan
described in (i) to meet the requirements of Code sections 401(a)(4) or
410.
IN WITNESS WHEREOF, the undersigned, a duly appointed member of the
Corporate Benefits Committee, has caused this First Amendment to be executed on
its behalf, this ___ day of __________________, 1996.
--------------------------------------------
A Member of the Corporate Benefits Committee
-2-
<PAGE> 41
SECOND AMENDMENT TO
ROBBINS & MYERS, INC.
EMPLOYEE SAVINGS PLAN
WHEREAS, Robbins & Myers, Inc. (the "Company") maintains the Robbins &
Myers, Inc. Employee Savings Plan (the "Plan"); and
WHEREAS, amendment of the Plan is now deemed desirable;
NOW, THEREFORE, the Corporate Benefits Committee, acting pursuant to
the authority granted to it by Section 12.01 of the Plan, hereby amends the
Plan, effective November 1, 1996, by substituting the following for Section
2.01(i) of the Plan:
(i) "Compensation" means an Employee's total salary or wages from
the Employing Unit before deductions, including base pay, commissions,
overtime, incentive pay provided under an incentive pay plan maintained
by his Employer and any before-tax contributions made under any 401(k)
plan or any amount deferred under Code section 125, and excluding any
severance pay, moving allowance, car allowance, awards or prizes,
bonuses, stock option or SAR payments, nonqualified deferred
compensation, expatriate allowances or imputed income under Code
section 79 or 132, or such other similar payments under the Code and
regulations thereunder. Notwithstanding the foregoing, Compensation in
a Plan Year in excess of $150,000, subject to adjustment as provided in
Code section 401(a)(17), shall be disregarded for all purposes under
the Plan. In determining compensation of an employee, the rules of
section 414(q)(6) of the Code shall apply, except that in applying such
rules, the term "family" shall include only the spouse of the employee
and lineal descendants of the employee who have not attained age 19
years before the close of year. If, as a result of the application of
such rules, the adjusted dollar limitation of section 401(a)(17) of the
Code applicable to family members is exceeded, then such limitation
shall be prorated among the affected individuals in proportion to each
such individual's Compensation as determined under this subsection
prior to the application of the limitation.
IN WITNESS WHEREOF, the undersigned, a duly appointed member of the
Corporate Benefits Committee, has caused this Second Amendment to be executed on
its behalf, this ___ day of October, 1996.
--------------------------------------------
A Member of the Corporate Benefits Committee
<PAGE> 42
THIRD AMENDMENT TO
ROBBINS & MYERS, INC.
EMPLOYEE SAVINGS PLAN
WHEREAS, Robbins & Myers, Inc. (the "Company") maintains the Robbins &
Myers, Inc. Employee Savings Plan (the "Plan"); and
WHEREAS, amendment of the Plan is now deemed desirable;
NOW, THEREFORE, the Corporate Benefits Committee, acting pursuant to
the authority granted to it by Section 12.01 of the Plan, hereby amends the
Plan, effective January 1, 1997, by substituting the following for Section
3.01(a) of the Plan:
(a) On or after January 1, 1997, an Employee, other than a Part-Time
Employee, shall be eligible to participate herein as of the first day
of the calendar month coincident with or next following his Employment
Commencement Date.
IN WITNESS WHEREOF, the undersigned, a duly appointed member of
the Corporate Benefits Committee, has caused this Third Amendment to be executed
on its behalf, this ___ day of _______________, 1996.
--------------------------------------------
A Member of the Corporate Benefits Committee
<PAGE> 43
FOURTH AMENDMENT TO
ROBBINS & MYERS, INC.
EMPLOYEE SAVINGS PLAN
WHEREAS, Robbins & Myers, Inc. (the "Company") maintains the Robbins &
Myers, Inc. Employee Savings Plan (the "Plan"); and
WHEREAS, amendment of the Plan is now deemed desirable;
NOW, THEREFORE, the Corporate Benefits Committee, acting pursuant to
the authority granted to it by Section 12.01 of the Plan, hereby amends the
Plan, effective April 1, 1997, by substituting the following for Section 3.01(a)
of the Plan:
(a) On or after January 1, 1997, an Employee, other than a
Part-Time Employee, shall be eligible to participate herein as of the
first day of the calendar month coincident with or next following his
Employment Commencement Date. Notwithstanding the foregoing provisions
of this paragraph, individuals performing services for Process Supply,
Inc. through a leasing agency shall become eligible to participate in
the Plan on April 1, 1997.
IN WITNESS WHEREOF, the undersigned, a duly appointed member of the
Corporate Benefits Committee, has caused this Fourth Amendment to be executed on
its behalf, this ___ day of _______________, 1997.
--------------------------------------------
A Member of the Corporate Benefits Committee
<PAGE> 44
FIFTH AMENDMENT TO THE
ROBBINS & MYERS, INC.
EMPLOYEE SAVINGS PLAN
Amendment to the Robbins & Myers, Inc. Employee Savings Plan.
WHEREAS, Robbins & Myers, Inc. (the "Company") maintains the Robbins &
Myers, Inc. Savings Plan (the "Plan"), as amended; and
WHEREAS, the Company intends to amend the Plan to allow for the Plan to
accept direct rollovers from participants in a qualified plan;
NOW, THEREFORE, the Corporate Benefits Committee, acting pursuant to
the authority granted to it under Section 9.03 of the Plan, hereby
amends the Plan effective as of January 1, 1997, as follows:
1. ARTICLE II DEFINITIONS AND CONSTRUCTION
Add new paragraph (dd):
(dd) "Rollover Contribution" means any rollover contribution to
the Plan made by a participant as permitted under ARTICLE IV.
2. ARTICLE IV CONTRIBUTIONS
The following section is added to this ARTICLE IV:
Section 4.08. Rollover Contributions.
(a) An Employee who was a participant in a plan qualified under
Section 401(a) of the Code and who receives a cash distribution from
such plan that he elects either (i) to roll over immediately to a
qualified retirement plan or (ii) to roll over into a conduit IRA
from which he receives a later cash distribution, may elect to make
a Rollover Contribution to the Plan if he is entitled under Section
402(c) or Section 408(d)(3)(A) of the Code to roll over such
distribution to a plan qualified under Section 401(a) of the Code.
The Administrator may require an Employee to provide it with such
information as it deems necessary or desirable to show that he is
entitled to roll over such distribution to another qualified
retirement plan. An Employee shall make a Rollover Contribution to
the Plan by delivering, or causing to be delivered, to the Trustee
the cash that constitutes the Rollover Contribution amount within
the time period required in the Code in the manner prescribed by the
Administrator. If the Employee does not already have an investment
election on file with the Administrator, the employee
<PAGE> 45
shall also deliver to the Administrator his election as to the
investment of his contributions in accordance with Article X.
(b) A Participant's vested interest in his Rollover Contributions
Sub-Account shall be at all times 100 percent.
3. ARTICLE VI PARTICIPANT'S ACCOUNTS
Section 6.01 is amended as follows:
Section 6.01. Establishment of Accounts. A separate Account shall
be established and maintained in the name of each Participant. To
the extent necessary or appropriate to provide for the proper
administration of the Plan, such Account shall include separate
balances for interests derived from Pre-Tax and After-Tax
Contributions, Supplemental Contributions, Employer Matching
Contributions, Rollover Contributions and such other separate
balances as the Committee shall determine. As soon as practicable
following the end of each Plan Year, the Company shall provide to
each Participant a statement of his Account balances, which may, but
need not, be provided more frequently.
The effective date of this Amendment is January 1, 1997.
In all respects not amended, the Plan is hereby ratified and confirmed.
* * * * * * * *
IN WITNESS WHEREOF, Robbins & Myers, Inc. has caused this amendment to
be executed this ____ day of ______________, 1997.
ROBBINS & MYERS, INC.
By:
----------------------------------
-2-
<PAGE> 46
SIXTH AMENDMENT TO THE
ROBBINS & MYERS, INC.
EMPLOYEE SAVINGS PLAN
Amendment to the Robbins & Myers, Inc. Employee Savings Plan. Robbins &
Myers, Inc. (the "Company") maintains the Robbins & Myers, Inc. Savings Plan
(the "Plan"), as amended. The Company now deems it desirable to amend the Plan;
NOW, THEREFORE, the Corporate Benefits Committee, acting pursuant to
the authority granted to it under Section 12.01 of the Plan, hereby
amends the Plan, effective as of January 1, 1998, in the following
manner:
1. Section 8.3, When and How Distributions Are Made, is amended in its
entirety to read as follows:
8.3. When and How Distributions Are Made. Subject to the following
provisions of this Section, a Participant's nonforfeitable Account
balances, determined as of the Accounting Date coincident with or next
preceding his Plan Payment Date, will be distributed to him in cash or,
in the case of Company Stock held for his benefit, in kind, by either
of the following methods:
(a) in a single lump sum payment; or
(b) in the case of a Participant whose Distribution
Eligibility Date occurs on account of retirement under
subparagraph 8.1(a)(i) or (ii) and who so elects by writing filed
with the Corporate Benefits Committee, in 5 substantially equal
annual or more frequent installments.
Notwithstanding the foregoing:
(i) in the case of a Participant whose aggregate
nonforfeitable Account balances as of his Distribution
Eligibility Date equal an amount that is less than $5,000, a
distribution will be made as soon as practicable after that
date in a single lump sum payment; and
(ii) in case of a Participant whose interest in the
Company Stock Fund has a value on his Distribution
Eligibility Date which is less than the fair market value of
100 shares of Company Stock on such date, distributions of
his interest in the Company Stock Fund shall be made in cash
rather than in Company Stock.
<PAGE> 47
A Participant's "Plan Payment Date" is any date occurring after his
Distribution Eligibility Date that is elected by him. A Participant's
election pursuant to the foregoing sentence must be made not less than
30 and not more than 90 days prior to the date that is to be his Plan
Payment Date. In the case of a Participant (not a 5% owner) who attains
age 70 1/2 after December 31, 1998, and is then still employed by the
Company, distributions will commence on the April 1 following the year
in which the Participant retires. If a Participant dies prior to
receipt of his entire aggregate nonforfeitable Account balances, any
remaining amount shall be distributed to his Designated Beneficiary or,
if for any reason the Participant is not survived by a Designated
Beneficiary, to his Beneficiary or Beneficiaries, as the case may be,
in a lump sum or lump. sums, as soon as practicable, but not later than
the 5th anniversary of the Participant's death.
2. A new Supplement D, as attached hereto, shall be added to the Plan.
The effective date of this Amendment is January 1, 1998.
In all respects not amended, the Plan is hereby ratified and confirmed.
* * * * * * * *
IN WITNESS WHEREOF, the undersigned, a duly appointed member of the
Corporate Benefits Committee, has caused this Sixth Amendment to be executed
this ____ day of ______________, 1998.
--------------------------------
-2-
<PAGE> 48
SUPPLEMENT D
MODEL IRS UNIFORMED SERVICES
EMPLOYMENT AND REEMPLOYMENT
RIGHTS ACT OF 1994
Notwithstanding any provision of this Plan to the contrary,
contributions, benefits and service credit with respect to qualified military
service will be provided in accordance with Section 414(u) of the Internal
Revenue Code.
<PAGE> 49
SEVENTH AMENDMENT TO THE
ROBBINS & MYERS, INC.
EMPLOYEE SAVINGS PLAN
WHEREAS, Robbins & Myers, Inc. (the "Company") maintains the Robbins &
Myers, Inc. Savings Plan (the "Plan"), as amended; and
WHEREAS, amendment of the Plan is now deemed desirable;
NOW, THEREFORE, the Corporate Benefits Committee, acting pursuant to
the authority granted to it under Section 12.01 of the Plan, hereby amends the
Plan effective July 1, 1998, in the following manner:
Replace subsection 8.02 in its entirety and substitute a new subsection
8.02 which reads as follows:
Section 8.02. Withdrawal of Rollover and After-Tax Contributions. A
Participant may elect to withdraw, as of any Valuation Date, all or
part of any balances credited to such Participant's Account
attributable to his Rollover Contributions plus earnings thereon, and
After-Tax Contributions; provided that Supplemental Contributions, if
any, have been previously withdrawn or are withdrawn at the same time.
The minimum withdrawal under this Section (together with any
contemporaneous withdrawal under Section 8.01) shall be $500.00.
The effective date of this Amendment is July 1, 1998.
In all respects not amended, the Plan is hereby ratified and confirmed.
* * * * * * * *
IN WITNESS WHEREOF, the undersigned, a duly appointed member
of the Corporate Benefits Committee has caused this Seventh Amendment to be
executed on its behalf this ____ day of July, 1998.
--------------------------------------------
A Member of the Corporate Benefits Committee
<PAGE> 50
EIGHTH AMENDMENT TO THE
ROBBINS & MYERS, INC.
EMPLOYEE SAVINGS PLAN
WHEREAS, Robbins & Myers, Inc. (the "Company") maintains the Robbins &
Myers, Inc. Employee Savings Plan (the "Savings Plan"), as amended; and
WHEREAS, the Company also maintains the Flow Control Equipment, Inc.
401(k) Retirement Savings Plan (the "FCE Plan"); and
WHEREAS, effective January 1, 2000, the Company merged the FCE Plan
into the Savings Plan; and
WHEREAS, assets of the FCE Plan are to be transferred to the Savings
Plan as soon as practicable after January 1, 2000; and
WHEREAS, the Company now intends to amend the Savings Plan to reflect
the plan merger;
NOW, THEREFORE, the Savings Plan is amended as follows:
1. By adding the following language after the last sentence of Article
III, Section 3.01(a), Eligibility to Participate:
(a) Each participant in the Flow Control Equipment, Inc. 401(k)
Retirement Savings Plan (the "FCE Plan") on December 31, 1999 shall
automatically become a Participant in the Plan effective January 1,
2000.
2. By adding the following language to the last sentence of Section
6.01, Establishment of Accounts:
Effective January 1, 2000, a separate Account shall be established
and maintained in the name of each former participant in the FCE
Plan who now participates in the Plan ("Former FCE Participant").
Such Accounts shall include, in addition to the separate Account
balances set out above, a balance for interest derived from Employer
Non-elective Matching Contributions.
3. By adding the following new section to Article VI, Participant
Accounts:
Section 6.03. Merger of Accounts. All assets held under the FCE Plan
shall be transferred to, and merged with, assets of the Plan as soon
as practicable after January 1, 2000. All benefits payable from the
FCE Plan after the date assets are transferred shall be payable from
the Plan. Participant Account balances under the FCE Plan shall be
transferred to the separate accounts established and maintained for
each Former FCE Participant under Section 6.01 above.
<PAGE> 51
4. By adding the following sentence to Section 7.05. Years of Service:
The number of completed Years of Service for determining vesting
under Section 7.01 of the Plan shall include Years of Service
credited to a Former FCE Participant under the FCE Plan.
5. By adding the following subsection (h) to Section 7.04. Manner and
Timing of Distributions:
(h) Notwithstanding the foregoing provisions of this subsection,
a Former FCE Participant shall have the right to an in-service
withdrawal of any portion of his Account attributable to Employer
Non-elective Contributions, if the Former FCE Participant has
attained age 59 1/2.
6. The effective date of this Eighth Amendment is January 1, 2000.
IN ALL RESPECTS NOT AMENDED, THE PLAN IS HEREBY RATIFIED AND CONFIRMED.
* * * * * * * *
IN WITNESS WHEREOF, the undersigned, a duly appointed member of
the Corporate Benefits Committee, has caused this Eighth Amendment to be
executed on its behalf this ____ day of February, 2000.
--------------------------------------------
Hugh E. Becker
A Member of the Corporate Benefits Committee
-2-
