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EXHIBIT 10.5
ROBBINS & MYERS, INC.
EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN
ROBBINS & MYERS, INC. (the "Company") agrees to provide each Executive,
in consideration of his continued employment, a supplemental retirement benefit
under the terms described below.
The Company expressly intends that this program constitute an unfunded,
nonqualified program of deferred compensation for specified key management or
highly compensated employees as described in the Employee Retirement Income
Security Act of 1974, as amended.
SECTION 1
Definitions
1.1 Beneficiary means the person, persons or entity designated by the
Executive to receive death benefits under this Plan. A Beneficiary designation
will be effective only when a signed and dated Beneficiary designation form is
submitted by the Executive to the Committee. A designation of Beneficiary may be
revoked or amended by the Executive, in writing, at any time. If there is no
effective designation, an Executive's Beneficiary will be the person entitled to
receive his death benefits under the Qualified Plan or, if there is no such
person, his estate.
1.2 Board of Directors means the Company's board of directors.
1.3 Committee means the compensation committee of the Company.
1.4 Executive means a salaried employee of the Company who is covered
under Supplement One to the Qualified Plan, is a key management or highly
compensated employee of the Company or an affiliate, and who has been designated
and approved by the Committee as a participant in the Plan.
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1.5 Plan means the Robbins & Myers, Inc. Executive Supplemental
Retirement Plan.
1.6 Qualified Plan means the Robbins & Myers, Inc. Cash Balance Pension
Plan, a tax-qualified employee defined benefit pension plan sponsored by the
Company, of which the Executive is or has been a member.
1.7 Supplemental Pension means the payments under this Plan.
SECTION 2
Supplemental Pension
2.1 Normal Retirement. If the Executive terminates employment with the
Company on or after his Normal Retirement Date (as defined in the Qualified
Plan), his Supplemental Pension as of any date is an amount that (when expressed
as a single life annuity) is equal to:
(a) the Executive's accrued benefit in the Qualified Plan,
determined in accordance with the provisions of the Qualified Plan as
in effect on that date, but assuming, for purposes of this computation,
that (i) Sections 415 and 401(a)(17) of the Code had not been enacted;
and (ii) Credited Service is determined in accordance with Exhibit A to
this Plan;
REDUCED BY
(b) the Executive's accrued benefit in the Qualified Plan
determined in accordance with the provisions of the Qualified Plan as
in effect on that date.
2.2 Early Retirement. If the Executive terminates employment with the
Company on or after his Early Retirement Date (as defined in the Qualified
Plan), the Executive will receive a Supplemental Pension equal to the benefit
described under Section 2.1 of this Plan, reduced in the same manner as though
the payments were made to the Executive
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under the Qualified Plan. If the Compensation Committee of the Company so
determines in its sole and absolute discretion, benefits payable under this
Plan, for an Executive who terminates employment with the Company on or after
his 55th birthday with at least 10 years of Vesting Service (as defined in the
Qualified Plan), may be calculated without the reduction described above.
2.3 Disability. If the Executive becomes Disabled (as defined in the
Qualified Plan) before terminating employment with the Company, he will receive
a Supplemental Pension equal to the benefit described in Section 2.1 of this
Plan. The Supplemental Pension shall be calculated as though the Executive
continued to receive the same rate of compensation he was receiving immediately
prior to his disability and as though he continued to earn Credited Service (as
defined in Supplement One to the Qualified Plan) from the date of his disability
until his Normal Retirement Date or, if earlier, the date the Committee consents
to the payment of benefits. In connection with this consent, the Committee shall
also determine whether the amount of the Executive's disability benefit will be
reduced to reflect early payment.
2.4 Death. If the Executive dies before his Supplemental Pension
payments begin under this Plan, the Executive's Beneficiary will receive a
benefit, paid in the form of a lump sum, within 90 days after the death of the
Executive. The amount of the death benefit to which the Executive's Beneficiary
is entitled under this Plan is the Actuarial Equivalent (as defined in the
Qualified Plan) of the Supplemental Pension payable to the Executive under this
Plan as though the Executive had reached his Normal Retirement Date on the day
immediately preceding his date of death.
2.5 Termination for Other Reasons. If the Executive terminates
employment with the Company for any reason other than death or disability prior
to his Early Retirement Date and before he has earned a nonforfeitable right to
100% of his benefits under the Qualified
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Plan, he will irrevocably forfeit all benefits under this program. If the
Executive terminates employment with the Company for any reason other than death
or disability prior to his Early Retirement Date and after he has earned a
nonforfeitable right to 100% of his benefits under the Qualified Plan, he will
receive the benefit described in Section 2.1, commencing on his Normal
Retirement Date.
2.6 Form and Timing of Supplemental Benefit Payment.
(1) Except as provided in Section 2.4, or unless an
alternative form of payment is selected by the Executive pursuant to
Section 2.7, if the Executive is not married on the date payment of his
Supplemental Pension is to begin, the Executive's Supplemental Pension
shall be paid in the form of an annuity for the life of the Executive;
or if the Executive is married on the date payment of the Supplemental
Pension is to begin, the Actuarial Equivalent of the Executive's
Supplemental Pension shall be paid in the form of a qualified joint and
55% survivor annuity (as described in Supplement One to the Qualified
Plan).
(2) Unless an election is made by the Executive pursuant to
Section 2.7 or, unless the second sentence of Section 2.5 applies, or
Section 2.6(3) applies, the annuity form of Supplemental Pension shall
be paid monthly and commence no later than sixty days after the close
of the Plan Year during which the Executive terminates employment with
the Company.
(3) Unless an election is made by the Executive pursuant to
Section 2.7, Supplemental Pension payments for an Executive who becomes
Disabled shall be paid monthly and commence when the Executive reaches
his Normal Retirement Date or, if earlier, the date the Committee
consents to the payment of benefits.
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2.7 Alternative Manner and Time of Benefit Payment.
(1) In lieu of a qualified joint and 55% survivor annuity or
life annuity as the manner of payment pursuant to Section 2.6(1), or
the timing of payment described in Sections 2.6(2) and (3), an
Executive may elect to receive the Actuarial Equivalent of his
Supplemental Pension in a single lump-sum payment payable within 90
days from the date the Executive reaches his Normal Retirement Date or,
if later, the date the Executive terminates employment with the
Company.
(2) To be effective, an election pursuant to this subparagraph
must be made at least 12 months prior to the date on which the
Executive terminates employment with the Company; or, where the
Executive becomes Disabled, 12 months prior to his Normal Retirement
Date. An election may be revised, but such revision must be made at
least 12 months prior to the date on which the Executive terminates
employment with the Company; or, if Disabled, 12 months prior to his
Normal Retirement Date. No election revision will be permitted within
the 12-month period immediately prior to the date on which the
Executive terminates employment with the Company; or, if Disabled,
within the 12-month period immediately preceding his Normal Retirement
Date.
(3) Except as provided in the following sentence, the
conversion of the Supplemental Pension into a qualified joint and
survivor annuity or a lump-sum payment shall be made based on the same
actuarial and present value assumptions used for purposes of the
Qualified Plan. When the Qualified Plan is amended to determine
lump-sum payments by using the mortality table described in Section
417(e)(3)(A)(ii)(I) of the Code and the annual rate of interest on
30-year Treasury securities, as described in Code Section
417(e)(3)(A)(ii)(II) (commonly known as the "GATT" revisions), lump-sum
payments under this Plan will be calculated on the
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basis of the same actuarial and present value assumptions used for
purposes of the Qualified Plan or, if a larger lump sum payment
results, on the basis of the actuarial and present value assumptions
used for purposes of the Qualified Plan immediately before such
amendment.
SECTION 3
Risk of Forfeiture
If the Executive, without the express prior written consent of the
Company, directly or indirectly, individually or as an agent, officer, director,
employee, consultant, shareholder, or partner engages in any business or
enterprise which is in Competition with the Company (as defined below) during
the time of the Executive's employment with the Company or any of its affiliates
or at any time thereafter, all benefits accrued under this supplemental
retirement plan will be forfeited permanently and payment of benefits, if begun,
will stop.
As used in this Section, (i) the words "Competition with the Company"
include competition with the Company or any subsidiary or affiliate of the
Company, or any of the successors or assigns of the business of any of them (the
"Company Group"), and (ii) a business or enterprise will be in Competition with
the Company if it is engaged, in any state in the United States in which any
products of any member of the Company Group are then marketed or in any foreign
country in which such products are then marketed, in manufacturing, designing,
engineering, assembling or distributing pumps, oil field power sections,
industrial mixers and agitators, glass-lined reactor and storage vessels, or
valves. However, this section will not prevent the Executive from (i) being
employed by or serving as an officer of or consultant to any subsidiary or
division of a business or enterprise in Competition with the Company if that
subsidiary or division is not itself in Competition with
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the Company; or (ii) purchasing or holding for investment less than 2% of the
shares of any corporation regularly traded either on a national securities
exchange or in the over-the-counter market.
The Executive also will forfeit any benefits accrued under this
supplemental retirement plan and payment of benefits, if begun, will stop if the
Executive, without the express prior written consent of the Company, discloses,
misappropriates, or makes available to anyone outside the Company at any time,
either during the Executive's employment with the Company or any of its
affiliates or subsequent to termination of employment, any trade secrets or
confidential information belonging to the Company or any of its affiliates. As
used in this Section, "confidential information" includes, but is not limited
to, business systems, methods, policies, procedures, manuals, promotional
materials, price lists, pricing policies, order forms, contracts, agreements,
invoices, receipts, messages, memoranda, circulars, bulletins, sales records for
any assigned territory, sale and delivery schedules, customer lists, customer
files, customer credit terms and information, any records regarding the
solicitation of orders, past, present or prospective orders to the extent that
any of these items are used by the Company or any of its affiliates and which
became known to the Executive by reason of his employment.
SECTION 4
Administration
The Committee is responsible for the general interpretation and
administration of this Plan and the carrying out of its provisions, and has all
rights and powers required in that connection.
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SECTION 5
Nature of Benefits
A participant in this Plan shall not, by virtue of his participation in
this Plan, have any right, title or interest in any asset of the Company. The
obligation of the Company to make payments under this Plan is an unsecured
promise of the Company to pay benefits as they become due.
SECTION 6
General Provisions
6.1 Non-Alienation of Benefits. Benefits payable under this Plan may
not be anticipated, assigned (either at law or in equity), alienated, pledged,
encumbered or subjected to attachment, garnishment, levy, execution or other
legal or equitable process.
6.2 Taxes. Any taxes required to be withheld by any federal, state or
local government will be deducted from payments due under this Plan, and paid on
behalf of the Executive to the appropriate taxing authority.
6.3 Amendment; Termination. The Board of Directors may from time to
time amend this Plan, or any provision thereof, in such respects as the Board of
Directors may deem advisable except that no amendment to this Plan may be
adopted which would adversely affect the rights of any participant under this
Plan unless the Executive consents in writing to the amendment. When an
Executive terminates employment with the Company, he will cease to earn
additional benefits under this Plan, except as provided in Section 2.3. If the
Executive is reemployed after terminating employment with the Company (whether
or not he incurs a Break-in-Service as defined in the Qualified Plan), he may
earn benefits attributable to his subsequent period of employment only if the
Committee again extends this Plan to him.
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6.4 Non-duplication. No Executive may receive a benefit under this Plan
if he receives a benefit under the Robbins & Myers, Inc. Executive Supplemental
Pension Program.
6.5 Successor; Binding Agreement. This Plan and the obligations
hereunder are binding on the Company and its successors and assigns. In the case
of a merger, consolidation, sale of all or substantially all of its assets,
liquidation or other reorganization of the Company under circumstances in which
a successor person, firm or company (a) continues all or a substantial part of
the Company's business and (b) employs a substantial number of the Company's
employees, the successor will be substituted for the Company under this Plan.
The Company will require any successor (whether direct or indirect, by purchase,
merger, consolidation or otherwise) to all or substantially all of the business
or assets of the Company, by agreement in form and substance reasonably
satisfactory to Executive, to expressly assume and agree to perform this Plan in
the same manner and to the same extent that the Company would be required to
perform it if no such succession had taken place.
6.6 Applicable Law. This Plan will be governed by and construed in
accordance with the laws of the State of Ohio and the United States of America.
6.7 Plan Not a Contract of Employment. Neither the adopting of this
supplemental pension program nor the payment of any benefit gives any legal or
equitable right to any person against the Company, any affiliate of the Company
or their officers or employees except as provided in this document.
Participation in the program does not give any Executive any right to continued
employment.
6.8 Claims Procedure. Any controversy or claim arising out of or
relating to this Plan shall be filed with the Committee which shall make all
determinations concerning such claim. Any decision by the Committee denying such
claim shall be in writing and shall be
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delivered to all parties in interest. Such decision shall set forth the reasons
for denial in plain language. Pertinent provisions of the Plan shall be cited
and, where appropriate, an explanation as to how the Executive can perfect the
claim will be provided. This notice of denial of benefits will be provided
within 90 days of the Committee's receipt of the Executive's claim for benefits.
If the Committee fails to notify the Executive of its decision regarding his
claim, the claim shall be considered denied, and the Executive shall then be
permitted to proceed with his appeal as provided in this section.
If the Executive has been completely or partially denied a
benefit, the Executive shall be entitled to appeal this denial of his claim by
filing a written statement of his position with the Committee no later than
sixty (60) days after receipt of the written notification of such claim denial.
The Committee shall schedule an opportunity for a full and fair review of the
issue within thirty (30) days of receipt of the appeal.
The decision on review shall set forth specific reasons for
the decision, and shall cite specific references to the pertinent Plan
provisions on which the decision is based.
Following the Committee's review of any additional information
submitted by the Executive, either through the hearing process or otherwise, the
Committee shall render a decision on its review of the appealed claim in the
following manner:
(a) The Committee shall make its decision regarding the merits
of the appealed claim within sixty (60) days following its receipt of
the request for review (or within 120 days after such receipt, in a
case where there are special circumstances requiring extension of time
for reviewing the appealed claim). The Committee shall deliver the
decision to the Executive in writing. If an extension of time for
reviewing the appealed claim is required because of special
circumstances, written notice of the extension shall be furnished to
the Executive prior to the
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commencement of the extension. If the decision on review is not
furnished within the prescribed time, the claim shall be deemed denied
on review.
(b) The decision on review shall set forth specific reasons
for the decision, and shall cite specific references to the pertinent
Plan provisions on which the decision is based.
IN WITNESS WHEREOF, Robbins & Myers, Inc. has executed this document
this ___ day of February, 2000.
ROBBINS & MYERS, INC.
By: ______________________________
Title: _____________________________
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AGREEMENT OF EXECUTIVE
The undersigned hereby agrees to be designated as an Executive
participating in the foregoing Robbins & Myers, Inc. Executive Supplemental
Retirement Plan and to be bound by the terms and provision of said Plan.
-----------------------------------
Executive
Date:
-------------------------------
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EXHIBIT A
For purposes of calculating an Executive's benefit under Supplement One
to the Plan, the following rules apply:
(a) The amount of an Executive's Credited Service shall be
determined by multiplying the Executive's Credited Service, as
determined under the terms of the Qualified Plan, by the percentage set
forth in the following table:
Daniel Duval 150%
Gerald L. Connelly 150%
George M. Walker 130%
Hugh E. Becker 130%
In no event shall the total Credited Service of an Executive exceed 35
years after application of the above table.
(b) The amount of an Executive's Final Average Earnings shall
be calculated by including any elective deferred compensation for the
applicable period.
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FIRST AMENDMENT
TO THE
ROBBINS & MYERS, INC.
EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN
WHEREAS, Robbins & Myers, Inc. (the "Company") adopted the Robbins &
Myers, Inc. Executive Supplemental Retirement Plan (the "Plan") to provide
certain Executives a supplemental retirement benefit; and
WHEREAS, the Company now intends to amend the Plan;
NOW, THEREFORE, the Plan is amended, effective June 27, 2000, in the
following manner:
9. In Section 1, Paragraph 1.4, the definition of "Executive" is
deleted in its entirety and replaced with the following language:
"Executive means a salaried employee of the Company who is
covered under the Qualified Plan, is a key management or highly
compensated employee of the Company or an affiliate, and who has
been designed and approved by the Committee as a participant in
this Plan."
10. Section 2, Paragraph 2.1, is amended in its entirety to read as
follows:
2.1 Normal Retirement
(a) If an Executive who is covered under Supplement One to
the Qualified Plan terminates employment with the Company on or after
his Normal Retirement Date (as defined in the Qualified Plan), his
Supplemental Pension as of any date is an amount that (when expressed
as a single life annuity) is equal to:
(b) If an Executive who is not covered under Supplement One
to the Qualified Plan terminates employment with the Company on or
after his
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Normal Retirement Date (as defined in the Qualified Plan), his
Supplemental Pension as of any date is an amount that (when expressed
as a single life annuity) is equal to:
(1) the Executive's accrued benefit in the Qualified Plan,
determined in accordance with the provisions of the Qualified
Plan as in effect on that date, but assuming for purposes of this
computation that (i) Sections 415 and 401(a)(17) of the Code had
not been enacted; and (2) his final account balance is multiplied
by the percentage listed for the Executive in accordance with
Exhibit B to this Plan;
REDUCED BY
(2) the Executive's accrued benefit in the Qualified Plan
determined in accordance with the provisions of the Qualified
Plan as in effect on that date.
11. Section 2, Paragraph 2.6(1), Form and Timing of Supplemental
Benefit Payment, is amended to read as follows:
(1) Except as provided in Section 2.4, or unless an alternative
form of payment is selected by the Executive pursuant to Section
2.7, if the Executive is not married on the date payment of his
Supplemental Pension is to begin, the Executive's Supplemental
Pension shall be paid in the form of a qualified joint and 55%
survivor annuity (as described in Supplement One to the Qualified
Plan) if the Executive is covered under Supplement One to the Plan;
or in the form of a qualified joint and 50% survivor annuity (as
described in the Qualified Plan) if the Executive is not covered
under Supplement One to the Qualified Plan.
12. Section 2, Paragraph 2.7(1) is amended to read as follows:
(1) In lieu of a qualified joint and survivor annuity or life
annuity as the manner of payment applicable to the Executive
pursuant to Section 2.6(1), or the timing of payment described in
Sections 2.6(2) and (3), an Executive may elect to receive the
Actuarial Equivalent of his Supplemental Pension in a single
lump-sum payment payable within 90 days from the date the Executive
reaches his Normal
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Retirement Date or, if later, the date the Executive terminates
employment with the Company.
13. Exhibit A is amended by adding the following Executive:
Kevin Brown 130%
14. A new Exhibit B (attached) is added to the Plan.
In all respects not amended, the Plan remains in full force and effect.
This document is executed at Dayton, Ohio this _____ day of August, 2000.
ROBBINS & MYERS, INC.
By
-----------------------------------
Hugh E. Becker
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EXHIBIT A
For purposes of calculating the Plan benefit of an Executive covered
under Supplement One to the Qualified Plan, the following rules apply:
(a) The amount of an Executive's Credited Service shall be
determined by multiplying the Executive's Credited Service, as
determined under Supplement One to the Qualified Plan, by the
percentage set forth in the following table:
Daniel Duval 150%
Gerald L. Connelly 150%
George M. Walker 130%
Hugh E. Becker 130%
Kevin Brown 130%
In no event shall the total Credited Service of an Executive exceed 35
years after application of the above table.
(b) The amount of an Executive's Final Average Earnings, as
determined pursuant to Supplement One to the Qualified Plan, shall be
calculated by including any elective deferred compensation for the
applicable period.
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EXHIBIT B
For purposes of calculating the Plan benefit of an Executive covered
under the cash balance portion of the Qualified Plan, the following rule
applies:
The amount of the Executive's benefit shall be determined by
multiplying the Executive's final account balance as
determined under the cash balance portion of the Qualified
Plan, by the percentage set forth below:
Milton Hernandez 130%
B-1
