ROBBINS & MYERS, INC. AWARD AGREEMENT FOR SPECIAL RESTRICTED SHARE AWARD TO PETER C. WALLACE UNDER ROBBINS & MYERS, INC. 2004 STOCK INCENTIVE PLAN

Exhibit 10.3

XXXXXXX & XXXXX, INC.

AWARD AGREEMENT FOR
SPECIAL RESTRICTED SHARE AWARD TO XXXXX X. XXXXXXX
UNDER XXXXXXX & XXXXX, INC. 2004 STOCK INCENTIVE PLAN

This AWARD AGREEMENT (the “Agreement”) is entered into as of the Award Date set forth below between XXXXXXX & XXXXX, INC., an Ohio corporation (the “Company”), and Xxxxx X. Xxxxxxx (“Executive”).

     A. Executive is the President and Chief Executive Officer of the Company; and the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of the Company has determined that a special Restricted Share Award should be made to Executive under the Company’s 2004 Incentive Stock Plan As Amended (the “Plan”), a copy of which has been provided to Executive and is incorporated herein by this reference;

     B. For the purpose of encouraging Executive to exercise strong leadership in the growth and development of the Company’s businesses, to build value for shareholders and to have a substantial proprietary interest in the Company through stock ownership, the Committee has authorized this special award of Restricted Shares; and

     C. Any capitalized term used herein that is not defined herein shall have the meaning ascribed to it in the Plan.

NOW, THEREFORE, THE COMPANY AND EXECUTIVE INTENDING TO BE LEGALLY BOUND HEREBY AGREE AS FOLLOWS:

SECTION 1. RESTRICTED SHARE AWARD.

1.1 Grant of Restricted Shares

(a) The Company hereby grants to Executive on October 6, 2005 (the “Award Date”), subject to the terms and conditions of the Plan and subject further to the terms and conditions of this Agreement, TWENTY-THREE THOUSAND (23,000) common shares of the Company (the “Restricted Shares”) as a Restricted Share Award under the Plan. If and when the restrictions set forth in Section 1.2 expire in accordance with the terms of this Agreement without forfeiture of the Restricted Shares, and upon satisfaction of all other applicable conditions with respect to the Restricted Shares, such shares shall no longer be considered restricted for purposes of this Agreement.

(b) As soon practicable after the Award Date, the Company shall direct that a stock certificate representing the Restricted Shares be registered in the name of and issued to Executive. Such certificate shall be held in the custody of the Company or its designee until such Restricted Shares are no longer considered restricted.

Exhibit 10.3

(c) By executing this Agreement, Executive irrevocably appoints the Vice President, Finance and the Secretary of the Company, and each of them, as his true and lawful attorney in fact, with power (i) to sign in Executive’s name and on Executive’s behalf stock certificates and stock powers covering the Restricted Shares and such other documents and instruments as the Committee deems necessary or desirable to carry out the terms of this Agreement and (ii) to take such other action as the Committee deems necessary or desirable to effectuate the terms of this Agreement. This power, being coupled with an interest, is irrevocable. Executive agrees to execute such other stock powers and documents as may be reasonably requested from time to time by the Committee to effectuate the terms of this Agreement.

(d) Each certificate for the Restricted Shares shall bear the following legend (the “Legend”):

“The ownership and transferability of this certificate and the common shares represented hereby are subject to the terms and conditions (including forfeiture) of the Xxxxxxx & Xxxxx, Inc. 2004 Stock Incentive Plan As Amended and an Award Agreement for Restricted Shares entered into between the registered owner and Xxxxxxx & Xxxxx, Inc. Copies of such Plan and Agreement are on file in the executive offices of Xxxxxxx & Xxxxx, Inc.”

In addition, the stock certificate for the Restricted Shares shall be subject to such stop-transfer orders and other restrictions as the Company may deem advisable under the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange or securities association upon which the common shares are then listed, and any applicable federal or state securities law, and the Company may cause a legend or legends to be placed on such certificate or certificates to make appropriate reference to such restrictions.

(e) As soon as administratively practicable following the Vesting Date (as defined in Section 1.3), and upon the satisfaction of all other applicable conditions with respect to the Restricted Shares, the Company shall deliver or cause to be delivered to Executive a certificate or certificates for the Restricted Shares which shall not bear the Legend.

1.2 Restrictions.

(a) Executive shall have all rights and privileges of a shareholder with respect to the Restricted Shares, including the right to vote and receive dividends or other distributions with respect to the Restricted Shares, except that the following restrictions shall apply:

(i) Executive shall not be entitled to delivery of the certificate for the Restricted Shares until the Vesting Date and upon the satisfaction of all other applicable conditions;

(ii) Restricted Shares may not be sold, transferred, assigned or subject any encumbrance, pledge, or charge or disposed of for any reason until the Vesting Date;

(iii) All common shares distributed as a dividend or distribution, if any, with respect to the Restricted Shares prior to the Vesting Date shall be delivered to and held by the Company and subject to the same restrictions as the Restricted Shares in respect of which the dividend or

Exhibit 10.3

distribution was made; and

(iv) All unvested Restricted Shares shall be forfeited and returned to the Company and all rights of Executive with respect to such shares shall terminate in their entirety on the terms and conditions set forth in Section 1.4(b).

(b) Any attempt to dispose of unvested Restricted Shares or any interest in such shares in a manner contrary to the restrictions set forth in this Agreement shall be void and of no effect.

1.3 Vesting.

Subject to the provisions contained in Sections 1.4 and 1.5, the restrictions set forth in Section 1.2 with respect to the Restricted Shares shall expire on October 5, 2008 (the “Vesting Date”).

1.4 Acceleration on Share Performance; Forfeiture; Change of Control

(a) Notwithstanding any provision of this Agreement to the contrary, if at any time after July 5, 2006, the closing prices of a Common Share as reported on the New York Stock Exchange-Composite Transactions Tape are $29.00 or higher for a continuous 90-day period, then, on the day immediately following the last day of such 90-day period, all of the Restricted Shares shall vest and such date shall be the Vesting Date for the Restricted Shares awarded under this Agreement.

(b) If Executive’s employment with the Company terminates for any reason, all unvested Restricted Shares shall be forfeited by Executive as of the date of termination. In the event of any such forfeiture, all such forfeited Restricted Shares shall become the property of the Company and the certificate or certificates representing such Restricted Shares shall be returned immediately to the Company.

(c) In the event of a Change of Control of the Company, all unvested Restricted Shares shall automatically become fully vested on the date when the Change of Control is deemed to have occurred and such date shall be the Vesting Date for Restricted Shares that vest on such date.

1.5 Committee’s Discretion.

Notwithstanding any provision of this Agreement to the contrary, the Committee shall have discretion to waive any forfeiture of the Restricted Shares and any other conditions set forth in this Agreement, but only to the extent any such waiver of the forfeiture or condition is permitted by the terms of the Plan.

1.5 Payment of Applicable Taxes.

No Restricted Shares shall be delivered to Executive after vesting until any taxes payable with respect to the vesting of the Restricted Shares have been withheld by the Company or paid by Executive. Executive may use Common Shares to pay the Company all or any part of the mandatory federal, state or local withholding tax payments. Payment of applicable taxes may be

Exhibit 10.3

made as follows: (i) in cash, (ii) payment in Common Shares owned by Executive, including those that have vested under the Plan, or (iii) by a combination of the methods described above

SECTION 2. REPRESENTATIONS OF EXECUTIVE.

Executive hereby represents to the Company that Executive has read and understands the provisions of this Agreement and the Plan, and Executive acknowledges that Executive is relying solely on his or her own advisors with respect to the tax consequences of this Restricted Share Award.

SECTION 3. NOTICES.

All notices or communications under this Agreement shall be in writing, addressed as follows:

To the Company: Xxxxxxx & Xxxxx, Inc.
0000 Xxxxxxxxx Xxxxx
Xxxxxx, Xxxx 00000
Attention: Vice President, Human Resources

To Executive: At the last residence address of Executive on file with the Company.

Any such notice or communication shall be (a) delivered by hand (with written confirmation of receipt) or sent by a nationally recognized overnight delivery service (receipt requested), (b) be sent certified or registered mail, return receipt requested, postage prepaid, addressed as above (or to such other address as such party may designate in writing from time to time), or (c) be given electronically, if receipt is confirmed electronically to the sender within 24 hours and the actual date of receipt shall determine the time at which notice was given.

SECTION 4. PLAN CONTROLLING.

The Award is subject all of the terms and conditions of the Plan. In the event of a conflict between the Plan and this Agreement, the provisions of the Plan shall control.

SECTION 5. GOVERNING LAW.

This Agreement and its validity, interpretation, performance and enforcement shall be governed by the laws of the State of Ohio other than the conflict of laws provisions of such laws.

SECTION 6. SEVERABILITY.

Whenever possible, each provision in this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be held to be prohibited by or invalid under applicable law, then (a) such provision shall be deemed amended to accomplish the objectives of the provision as originally written to the fullest extent permitted by law and (b) all other provisions of this Agreement shall remain in full force and effect.

Exhibit 10.3

SECTION 7. STRICT CONSTRUCTION.

No rule of strict construction shall be implied against the Company, the Committee or any other person in the interpretation of any of the terms of the Plan, this Agreement or any rule or procedure established by the Committee.

SECTION 5. DEFINITIONS.

(a) “Change of Control” means and shall be deemed to have occurred on (i) the date upon which the Company is provided a copy of a Schedule 13D, filed pursuant to Section 13(d) of the Securities Exchange Act of 1934 indicating that a group or person, as defined in Rule 13d-3 under said Act, has become the beneficial owner of 20% or more of the outstanding Voting Shares or the date upon which the Company first learns that a person or group has become the beneficial owner of 20% or more of the outstanding Voting Shares if a Schedule 13D is not filed; (ii) the date of a change in the composition of the Board such that individuals who were members of the Board on the date two years prior to such change (or who were subsequently elected to fill a vacancy in the Board, or were subsequently nominated for election by the Company’s shareholders, by the affirmative vote of at least two-thirds of the directors then still in office who were directors at the beginning of such two year period) no longer constitute a majority of the Board; (iii) the date the shareholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the Voting Shares of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Shares of the surviving entity) at least 80% of the total voting power represented by the Voting Shares of the Company or such surviving entity outstanding immediately after such merger or consolidation; or (iv) the date shareholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all the Company’s assets.

(b) “Company” means Xxxxxxx & Xxxxx, Inc., an Ohio corporation, and when used with reference to employment of Employee, Company includes any Subsidiary of the Company.

(c) “Fair Market Value” means the average of the high and low prices of a Common Share on the date when the value of a Common Share is to be determined, as reported on the New York Stock Exchange-Composite Transactions Tape; or, if no sale of Common Shares is reported on such date, then the next preceding date on which a sale occurred; or if the Common Shares are no longer listed on such exchange, the determination of such value shall be made by the

Exhibit 10.3

Committee in accordance with applicable provisions of the Internal Revenue Code and related regulations promulgated under the Code.

IN WITNESS WHEREOF, the Company and Executive have duly executed this Agreement as of the Award Date.

XXXXXXX & XXXXX, INC.
By:
Name:		Xxxxxx X. Xxxxxxxxx
Title:		Chairman of the Compensation Committee
EXECUTIVE
Name:		Xxxxx X. Xxxxxxx

Exhibit 10.3