ex10-5.htm


    Exhibit
10.05


    


    


    


    


    


    


    


    


    ROPER
INDUSTRIES, INC.

    2000
STOCK INCENTIVE PLAN, AS AMENDED AND RESTATED


    
      
         


      

      
         


         


      

      
         


      

    


    ROPER
INDUSTRIES, INC.

    2000
STOCK INCENTIVE PLAN, AS AMENDED AND RESTATED

    


    TABLE
OF CONTENTS

    


    
      
        
          	 
      	
                    

                	 
      	
                    

                	
                  Page

                
	
                  SECTION
      1    DEFINITIONS

                	
                    

                	 
      
	 
      	 
      	 
      	 
      	 
      
	
                          1.1

                	
                    

                	
                  DEFINITIONS

                	
                    

                	 
      
	 
      	 
      	 
      	 
      	 
      
	
                  SECTION
      2    THE STOCK INCENTIVE PLAN

                	
                    

                	 
      
	 
      	 
      	 
      	 
      	 
      
	
                          2.1

                	
                    

                	
                  PURPOSE
      OF THE PLAN

                	
                    

                	 
      
	
                          2.2

                	
                    

                	
                  STOCK
      SUBJECT TO THE PLAN

                	
                    

                	 
      
	
                          2.3

                	
                    

                	
                  ADMINISTRATION
      OF THE PLAN

                	
                    

                	 
      
	
                          2.4

                	
                    

                	
                  ELIGIBILITY
      AND LIMITS

                	
                    

                	 
      
	 
      	 
      	 
      	 
      	 
      
	
                  SECTION
      3    TERMS OF STOCK INCENTIVES

                	
                    

                	 
      
	 
      	 
      	 
      	 
      	 
      
	
                          3.1

                	
                    

                	
                  TERMS
      AND CONDITIONS OF ALL STOCK INCENTIVES

                	
                    

                	 
      
	
                          3.2

                	
                    

                	
                  TERMS
      AND CONDITIONS OF OPTIONS

                	
                    

                	 
      
	 
      	
                    

                	
                  (a)    Option
      Price

                	
                    

                	 
      
	 
      	
                    

                	
                  (b)    Option
      Term

                	
                    

                	 
      
	 
      	
                    

                	
                  (c)    Payment.

                	
                    

                	 
      
	 
      	
                    

                	
                  (d)    Conditions
      to the Exercise of an Option

                	
                    

                	 
      
	 
      	
                    

                	
                  (e)    Termination
      of Incentive Stock Option

                	
                    

                	 
      
	 
      	
                    

                	
                  (f)    Special
      Provisions for Certain Substitute Options

                	
                    

                	 
      
	 
      	
                    

                	
                  (g)    No
      Deferral Feature

                	
                    

                	 
      
	
                          3.3

                	
                    

                	
                  TERMS
      AND CONDITIONS OF STOCK APPRECIATION RIGHTS

                	
                    

                	 
      
	 
      	
                    

                	
                  (a)    Settlement

                	
                    

                	 
      
	 
      	
                    

                	
                  (b)    Conditions
      to Exercise

                	
                    

                	 
      
	 
      	
                    

                	
                  (c)    No
      Deferral Feature

                	
                    

                	 
      
	
                          3.4

                	
                    

                	
                  TERMS
      AND CONDITIONS OF STOCK AWARDS

                	
                    

                	 
      
	
                          3.4A

                	
                    

                	
                  TERMS
      AND CONDITIONS OF DEFERRED STOCK AWARDS

                	
                    

                	 
      
	
                          3.5

                	
                    

                	
                  TERMS
      AND CONDITIONS OF PERFORMANCE UNIT AWARDS

                	
                    

                	 
      
	 
      	
                    

                	
                  (a)    Payment

                	
                    

                	 
      
	 
      	
                    

                	
                  (b)    Conditions
      to Payment

                	
                    

                	 
      
	
                          3.6

                	
                    

                	
                  TREATMENT
      OF AWARDS UPON TERMINATION OF EMPLOYMENT

                	
                    

                	 
      
	 
      	 
      	 
      	 
      	 
      
	
                  SECTION
      4    RESTRICTIONS ON STOCK

                	
                    

                	 
      
	 
      	 
      	 
      	 
      	 
      
	
                          4.1

                	
                    

                	
                  ESCROW
      OF SHARES

                	
                    

                	 
      
	
                          4.2

                	
                    

                	
                  RESTRICTIONS
      ON TRANSFER

                	
                    

                	 
      
	 
      	 
      	 
      	 
      	 
      
	
                  SECTION
      5    GENERAL PROVISIONS

                	
                    

                	 
      
	 
      	 
      	 
      	 
      	 
      
	
                          5.1

                	
                    

                	
                  WITHHOLDING

                	
                    

                	 
      
	
                          5.2

                	
                    

                	
                  CHANGES
      IN CAPITALIZATION; MERGER; LIQUIDATION

                	
                    

                	 
      
	 
      	
                    

                	
                  (g)    Mandatory
      Adjustments

                	
                    

                	 
      
	 
      	
                    

                	
                  (g)    Discretionary
      Adjustments

                	
                    

                	 
      
	 
      	
                    

                	
                  (g)    Incentive
      Stock Options

                	
                    

                	 
      
	 
      	
                    

                	
                  (g)    General

                	
                    

                	 
      
	
                          5.3

                	
                    

                	
                  CASH
      AWARDS

                	
                    

                	 
      
	
                          5.4

                	
                    

                	
                  COMPLIANCE
      WITH CODE

                	
                    

                	 
      
	
                          5.5

                	
                    

                	
                  RIGHT
      TO TERMINATE EMPLOYMENT OR SERVICES

                	
                    

                	 
      
	
                          5.6

                	
                    

                	
                  NON-ALIENATION
      OF BENEFITS

                	
                    

                	 
      
	
                          5.7

                	
                    

                	
                  RESTRICTIONS
      ON DELIVERY AND SALE OF SHARES; LEGENDS

                	
                    

                	 
      
	
                          5.8

                	
                    

                	
                  LISTING
      AND LEGAL COMPLIANCE

                	
                    

                	 
      
	
                          5.9

                	
                    

                	
                  TERMINATION
      AND AMENDMENT OF THE PLAN

                	
                    

                	 
      
	
                          5.10

                	
                    

                	
                  STOCKHOLDER
      APPROVAL

                	
                    

                	 
      
	
                          5.11

                	
                    

                	
                  CHOICE
      OF LAW

                	
                    

                	 
      
	
                          5.12

                	
                    

                	
                  EFFECTIVE
      DATE OF PLAN

                	
                    

                	 
      
	
                          5.13

                	
                    

                	
                  SPECIAL
      PROVISIONS RELATED TO SECTION 409A OF THE CODE

                	
                    

                	 
      


        

      

    


    
      
        
          ( ) 

          


        

         


      

      
         


         


      

      
         


      

    


    ROPER
INDUSTRIES, INC.

    2000
STOCK INCENTIVE PLAN, AS AMENDED AND RESTATED

     

    SECTION
I. DEFINITIONS

    


    1.1           Definitions.  Whenever
used herein, the masculine pronoun will be deemed to include the feminine, and
the singular to include the plural, unless the context clearly indicates
otherwise, and the following capitalized words and phrases are used herein with
the meaning thereafter ascribed:

    


    
      	
               
      

            	
              (a)

            	
              “Board of
      Directors” means the board of directors of the
    Company.

            


    

    


    
      	
               
      

            	
              (b)

            	
              “Code” means the
      Internal Revenue Code of 1986, as
amended.

            


    

    


    
      	
               
      

            	
              (c)

            	
              “Committee”
      means the Compensation Committee of the Board of
  Directors.

            


    

    


    
      	
               
      

            	
              (d)

            	
              “Company” means
      Roper Industries, Inc. or any successor
thereto.

            


    

    


    
      	
               
      

            	
              (e)

            	
              “Deferred Stock
      Award” means a stock award described in Section
    3.4A.

            


    

    


    
      	
               
      

            	
              (f)

            	
              “Disability” has
      the same meaning as provided in the long-term disability plan or policy
      maintained or, if applicable, most recently maintained, by the Company or,
      if applicable, any Subsidiary of the Company for the
      Participant.  If no long-term disability plan or policy was ever
      maintained on behalf of the Participant or, if the determination of
      Disability relates to an Incentive Stock Option, Disability means that
      condition described in Code Section 22(e)(3), as amended from time to
      time. In the event of a dispute, the determination of Disability will be
      made by the Committee and will be supported by advice of a physician
      competent in the area to which such Disability
  relates.

            


    

    


    
      	
               
      

            	
              (g)

            	
              “Exchange Act”
      means the Securities Exchange Act of 1934, as amended from time to
      time.

            


    

    


    
      	
               
      

            	
              (h)

            	
              “Fair Market
      Value” with regard to a date
means:

            


    

    


    
      	
               
      

            	
              (1)  the
      average of the high and low prices at which Stock shall have been sold on
      that date or the last trading date prior to that date as reported by the
      NASDAQ Stock Market (or, if applicable, as reported by a national
      securities exchange selected by the Committee on which the shares of Stock
      are then actively traded) and published in The Wall Street
      Journal,

            


    

    


    
      	
               
      

            	
              (2)  if
      Stock is not traded on a securities exchange, but is reported by the
      NASDAQ Stock Market and market information is published on a regular basis
      in The Wall Street
      Journal, the average of the published high and low sales prices for
      that date or the last business day prior to that date as published in
      The Wall Street
      Journal,

            


    

    


    
      	
               
      

            	
              (3)  if
      such market information is not published on a regular basis, the average
      of the high bid and low asked prices of Stock in the over-the-counter
      market on that date or the last business day prior to that date, as
      reported by the NASDAQ Stock Market, or, if not so reported, by a
      generally accepted reporting service,
or

            


    

    


    
      	
               
      

            	
              (4)  if
      Stock is not publicly traded, as determined in good faith by the Committee
      with due consideration being given to (i) the most recent independent
      appraisal of the Company, if such appraisal is not more than twelve months
      old and (ii) the valuation methodology used in any such appraisal provided
      that, for purposes of granting awards other than Incentive Stock Options,
      Fair Market Value of the shares of Stock may be determined by the
      Committee by reference to the average market value determined over a
      period certain or as of specified dates, to a tender offer price for the
      shares of Stock (if settlement of an award is triggered by such an event)
      or to any other reasonable measure of fair market
  value.

            


    

    
      	
               
      

            	
              (i)

            	
              “Incentive Stock
      Option” means an option contemplated by the provisions of Code
      Section 422 or any successor
thereto.

            


    

    


    
      
        	 	
                 
      (j)  

              	
                  “Option” means a
      Non-Qualified Stock Option or an Incentive Stock
  Option

              


      

    

    


    
      	
               
      

            	
              (k)

            	
              “Non-Qualified Stock
      Option” means an option that is not designated as, or otherwise
      intended to be, an Incentive Stock
Option.

            


    

    


    
      	
               
      

            	
              (l)

            	
              “Over 10% Owner”
      means an individual who at the time an Incentive Stock Option is granted
      owns Stock possessing more than 10% of the total combined voting power of
      the Company or one of its Subsidiaries, determined by applying the
      attribution rules of Code Section
424(d).

            


    

    


    
      	
               
      

            	
              (m)

            	
              “Participant”
      means an individual who receives a Stock Incentive
    hereunder.

            


    

    


    
      	
               
      

            	
              (n)

            	
              “Performance Unit
      Award” refers to a performance unit award as described in Section
      3.5.

            


    

    


    
      	
               
      

            	
              (o)

            	
              “Plan” means the
      Roper Industries, Inc. 2000 Stock Incentive Plan, as amended and
      restated.

            


    

    


    
      	
               
      

            	
              (p)

            	
              “Stock” means
      Company’s common stock, par value
$.01.

            


    

    


    
      	
               
      

            	
              (q)

            	
              “Stock Appreciation
      Right” means a stock appreciation right described in Section
      3.3.

            


    

    
      	
               
      

            	
              (r)

            	
              “Stock Award”
      means a stock award described in Section
3.4.

            


    

    


    
      	
               
      

            	
              (s)

            	
              “Stock Incentive
      Agreement” means an agreement between the Company and a Participant
      or other documentation evidencing an award of a Stock
      Incentive.

            


    

    


    
      	
               
      

            	
              (t)

            	
              “Stock Incentive
      Program” means a written program established by the Committee,
      pursuant to which Stock Incentives are awarded under the Plan under
      uniform terms, conditions and restrictions set forth in such written
      program.

            


    

    


    
      	
               
      

            	
              (u)

            	
              “Stock
      Incentives” means, collectively, Incentive Stock Options,
      Non-Qualified Stock Options, Performance Units, Stock Appreciation Rights,
      Stock Awards and Deferred Stock
Awards.

            


    

    


    
      	
               
      

            	
              (v)

            	
              “Subsidiary”
      means any corporation (other than the Company) in an unbroken chain of
      corporations beginning with the Company if, with respect to Incentive
      Stock Options, at the time of the granting of the Option, each of the
      corporations other than the last corporation in the unbroken chain owns
      stock possessing 50% or more of the total combined voting power of all
      classes of stock in one of the other corporations in the chain. A
      Subsidiary shall include any entity other than a corporation to the extent
      permissible under Code Section 424(f) and applicable regulations and
      rulings thereunder.

            


    

    


    
      	
               
      

            	
              (w)

            	
              “Termination of
      Employment” means the termination of the employee-employer
      relationship between a Participant and the Company and its affiliates,
      regardless of whether severance or similar payments are made to the
      Participant for any reason, including, but not by way of limitation, a
      termination by resignation, discharge, death, Disability or retirement.
      The Committee will, in its absolute discretion, determine the effect of
      all matters and questions relating to a Termination of Employment,
      including, but not by way of limitation, the question of whether a leave
      of absence constitutes a Termination of
  Employment.

            


    

    


    SECTION
2 THE STOCK INCENTIVE PLAN

    


    2.1           Purpose of the
Plan.  The Plan is intended to (a) provide incentive to
officers, key employees and consultants of the Company and its affiliates to
stimulate their efforts toward the continued success of the Company and to
operate and manage the business in a manner that will provide for the long-term
growth and profitability of the Company; (b) encourage stock ownership by
officers and key employees by providing them with a means to acquire a
proprietary interest in the Company, to acquire shares of Stock, or to receive
compensation which is based upon appreciation in the value of Stock; and (c)
provide a means of obtaining, rewarding and retaining key personnel and
consultants.

    


    2.2           Stock Subject to the
Plan.  Subject to adjustment in accordance with Section 5.2,
the maximum number of shares of Stock that will be available for issuance under
the Plan will be 2,500,000 shares of Stock (the “Maximum Plan Shares”). At no
time may the Company have outstanding under the Plan Stock Incentives subject to
Section 16 of the Exchange Act and shares of Stock issued in respect of Stock
Incentives under the Plan in excess of the Maximum Plan Shares. The shares of
Stock attributable to the nonvested, unpaid, unexercised, unconverted or
otherwise unsettled portion of any Stock Incentive (other than Options and Stock
Appreciation Rights) that is forfeited or cancelled or expires or terminates for
any reason without becoming vested, paid, exercised, converted or otherwise
settled in full will again be available for purposes of the Plan. The shares of
Stock attributable to the nonvested, unpaid, unexercised, unconverted or
otherwise unsettled portion of any Option or Stock Appreciation Right that is
forfeited or cancelled or expires or terminates for any reason without becoming
vested, paid, exercised, converted or otherwise settled in full shall not again
be available for purposes of the Plan.

    


    2.3           Administration of the
Plan.  The Plan is administered by the Committee. The Committee
has full authority in its discretion to determine the officers, key employees
and consultants of the Company or its affiliates to whom Stock Incentives will
be granted and the terms and provisions of Stock Incentives, subject to the
Plan. Subject to the provisions of the Plan, the Committee has full and
conclusive authority to interpret the Plan; to prescribe, amend and rescind
rules and regulations relating to the Plan; to determine the terms and
provisions of the respective Stock Incentive Agreements and to make all other
determinations necessary or advisable for the proper administration of the Plan.
The Committee’s determinations under the Plan need not be uniform and may be
made by it selectively among persons who receive, or are eligible to receive,
awards under the Plan (whether or not such persons are similarly situated). The
Committee’s decisions are final and binding on all Participants.

    


    2.4           Eligibility and
Limits.  Stock Incentives may be granted only to officers, key
employees and consultants of the Company, or any affiliate of the Company;
provided, however, that an Incentive Stock Option may only be granted to an
employee of the Company or any Subsidiary. In the case of Incentive Stock
Options, the aggregate Fair Market Value (determined as at the date an incentive
stock option is granted) of Stock with respect to which options intended to meet
the requirements of Code Section 422 become exercisable for the first time by an
individual during any calendar year under all plans of the Company and its
Subsidiaries may not exceed $100,000; provided further, that if the limitation
is exceeded, the Incentive Stock Option(s) which cause the limitation to be
exceeded will be treated as Non-Qualified Stock Option(s). Eligible participants
who are service providers to an affiliate of the Company may be granted Options
or Stock Appreciation Rights under this Plan only if the affiliate qualifies as
an “eligible issuer of service recipient stock” within the meaning of
§1.409A-1(b)(5)(iii)(E) of the final regulations under Code Section
409A.

    


    SECTION
3 TERMS OF STOCK INCENTIVES

    


    3.1           Terms and Conditions of All
Stock Incentives.

    


    
      	
               
      

            	
              (a)

            	
              The
      number of shares of Stock as to which a Stock Incentive may be granted
      will be determined by the Committee in its sole discretion, subject to the
      provisions of Section 2.2 as to the total number of shares available for
      grants under the Plan and subject to the limits on Options and Stock
      Appreciation Rights in the following sentence.  The maximum
      number of shares of Stock with respect to which Options or Stock
      Appreciation Rights may be granted during any one year period to any
      employee may not exceed 300,000, subject to adjustment in accordance with
      Section 5.2.

            


    

    
      	
               
      

            	
              (b)

            	
              Each
      Stock Incentive will either be evidenced by a Stock Incentive Agreement in
      such form and containing such terms, conditions and restrictions as the
      Committee may determine to be appropriate, or be made subject to the terms
      of a Stock Incentive Program, containing such terms, conditions and
      restrictions as the Committee may determine to be appropriate. Each Stock
      Incentive Agreement or Stock Incentive Program is subject to the terms of
      the Plan and any provisions contained in the Stock Incentive Agreement or
      Stock Incentive Program that are inconsistent with the Plan are null and
      void.

            


    

    


    
      	
               
      

            	
              (c)

            	
              The
      date a Stock Incentive is granted will be the date on which the Committee
      has approved the terms of, and the satisfaction of any conditions
      applicable to, the grant of the Stock Incentive and has determined the
      recipient of the Stock Incentive and the number of shares covered by the
      Stock Incentive, and has taken all such other actions necessary to
      complete the grant of the Stock
Incentive.

            


    

    


    
      	
               
      

            	
              (d)

            	
              Any
      Stock Incentive may be granted in connection with all or any portion of a
      previously or contemporaneously granted Stock Incentive. Exercise or
      vesting of a Stock Incentive granted in connection with another Stock
      Incentive may result in a pro rata surrender or cancellation of any
      related Stock Incentive, as specified in the applicable Stock Incentive
      Agreement or Stock Incentive
Program.

            


    

    


    
      	
               
      

            	
              (e)

            	
              Unless
      otherwise permitted by the Committee, Stock Incentives are not
      transferable or assignable except by will or by the laws of descent and
      distribution and are exercisable, during the Participant’s lifetime, only
      by the Participant; or in the event of the Disability of the Participant,
      by the legal representative of the Participant; or in the event of death
      of the Participant, by the legal representative of the Participant’s
      estate or if no legal representative has been appointed, by the successor
      in interest determined under the Participant’s will. Notwithstanding the
      foregoing, the Committee shall not permit Incentive Stock Options to be
      transferred or assigned beyond the limitations set forth in this Section
      3.1(e).

            


    

    


    
      	
               
      

            	
              (f)

            	
              Notwithstanding
      the foregoing, the maximum aggregate number of shares of Stock issued
      under Performance Units, Stock Appreciation Rights, Stock Awards and
      Deferred Stock Awards shall not exceed thirty three and one-third percent
      (33 1/3%)
      of the Maximum Plan Shares.

            


    

    


    3.2           Terms and Conditions of
Options.  Each Option granted under the Plan must be evidenced
by a Stock Incentive Agreement. At the time any Option is granted, the Committee
will determine whether the Option is to be an Incentive Stock Option or a
Non-Qualified Stock Option, and the Option must be clearly identified as to its
status as such. Incentive Stock Options may only be granted to employees of the
Company or any Subsidiary. At the time any Incentive Stock Option granted under
the Plan is exercised, the Company will be entitled to legend the certificates
representing the shares of Stock purchased pursuant to the Option to clearly
identify them as representing the shares purchased upon the exercise of an
Incentive Stock Option. An Incentive Stock Option may only be granted within ten
(10) years from the earlier of the date the Plan is adopted or approved by the
Company’s stockholders.

    


    
      	
               
      

            	
              (a)

            	
              Option
      Price.  Subject to adjustment in accordance with Section
      5.2 and the other provisions of this Section 3.2, the exercise price (the
      “Exercise Price”) per share of Stock purchasable under any Option must be
      as set forth in the applicable Stock Incentive Agreement, but in no event
      may the Exercise Price be less than 100% of Fair Market Value. In
      addition, with respect to each grant of an Incentive Stock Option to a
      Participant who is an Over 10% Owner, the Exercise Price may not be less
      than 110% of the Fair Market Value on the date the Option is granted.
      Without the approval of shareholders, the Committee shall not, whether
      through amendment, cancellation, replacement grants, or any other means,
      take any action to reduce the exercise price of previously granted Options
      if such action would result in variable accounting treatment for such
      Options under FASB Interpretation No. 44 or any subsequent interpretations
      of APB Opinion No. 25.  With regard to other terms of awards,
      the Committee shall have no authority to waive or modify any such award
      term after the award has been granted to the extent the waiver or modified
      term would be mandatory under the plan for any award newly granted at the
      date of the waiver or modification.

            


    

    


    
      	
               
      

            	
              (b)

            	
              Any
      Incentive Stock Option granted to a Participant who is not an Over 10% is
      not exercisable after the expiration of ten (10) years from the date the
      Option is granted.  Any Incentive Stock Option granted to an
      Over 10% Owner is not exercisable from the expiration of five (5) years
      from the date the Option is granted. Any Non-Qualified Stock Option
      granted to a Participant is not exercisable after the expiration of ten
      (10) years from the date the Non-Qualified Stock Option is
      granted.

            


    

    


    
      	
               
      

            	
              (c)

            	
              Payment.  Payment
      for all shares of Stock purchased pursuant to the exercise of an Option
      will be made in any form or manner authorized by the Committee in the
      related Stock Incentive Agreement or by any amendment thereto, including,
      but not limited to, cash or, if the Stock Incentive Agreement
      provides:

            


    

    


    
      	
               
      

            	
              (i)

            	
              by
      delivery to the Company of a number of shares of Stock which have been
      owned by the holder for at least six (6) months prior to the date of
      exercise having an aggregate Fair Market Value of not less than the
      product of the Exercise Price multiplied by the number of shares the
      Participant intends to purchase upon the exercise of the Option on the
      date of delivery; or

            


    

    


    
      	
               
      

            	
              (ii)

            	
              by
      a deemed delivery of a number of shares of Stock which the Participant
      identifies in a notice to the Company and which had been owned by the
      holder for at least six (6) months, in which event the Company shall only
      deliver to the Participant pursuant to the exercise of the Option with
      such deemed delivery of shares a number of shares equal to the excess of
      the number of shares so purchased on such exercise of the Option over the
      number of shares described in such notice; or
I

            


    

    


    
      	
              (iii)  

            	
              in
      an exercise effected through delivery of an irrevocable notice of exercise
      to a broker.

            


    

     

    
      	
               

            	
              Any
      delivery or deemed delivery of shares of Stock shall be valued at Fair
      Market Value on the date of the delivery of such shares to the Company or,
      in the case of a deemed delivery, the date the related notice is delivered
      to the Company.

               

              Further,
      except as prohibited by law, the Committee may in its discretion authorize
      (at the time an Option is granted or thereafter) Company financing to
      assist the Participant as to payment of the Exercise Price on such terms
      as may be offered by the Committee in its
  discretion.

            



    


    
      	
               
      

            	
              (d)

            	
              Conditions to the
      Exercise of an Option.  Each Option granted under the
      Plan is exercisable by whom, at such time or times, or upon the occurrence
      of such event or events, and in such amounts, as the Committee specifies
      in the Stock Incentive Agreement; provided, however, that subsequent to
      the grant of an Option, the Committee, at any time before complete
      termination of such Option, may accelerate the time or times at which such
      Option may be exercised in whole or in part, including, without
      limitation, upon any change in control described by the Stock Incentive
      Agreement and may permit the Participant or any other designated person to
      exercise the Option, or any portion thereof, for all or part of the
      remaining Option term, notwithstanding any provision of the Stock
      Incentive Agreement to the
contrary.

            


    

    


    
      	
               
      

            	
              (e)

            	
              Termination of
      Incentive Stock Option.  With respect to an Incentive
      Stock Option, in the event of Termination of Employment of a Participant,
      the Option or portion thereof held by the Participant which is unexercised
      will expire, terminate, and become unexercisable no later than the
      expiration of three (3) months after the date of Termination of
      Employment; provided, however, that in the case of a holder whose
      Termination of Employment is due to death or Disability, one (1) year will
      be substituted for such three (3) month period; provided, further that
      such time limits may be exceeded by the Committee under the terms of the
      grant, in which case, the incentive stock option will be a Non-Qualified
      Stock Option if it is exercised after the time limits that would otherwise
      apply. For purposes of this Subsection (e), Termination of Employment of
      the Participant will not be deemed to have occurred if the Participant is
      employed by another corporation (or a parent or subsidiary corporation of
      such other corporation) which has assumed the Incentive Stock Option of
      the Participant in a transaction to which Code Section 424(a) is
      applicable.

            


    

    


    
      	
               
      

            	
              (f)

            	
              Special Provisions for
      Certain Substitute Options.  Notwithstanding anything to
      the contrary in this Section 3.2, any Option issued in substitution for an
      option previously issued by another entity, which substitution occurs in
      connection with a transaction to which Code Section 424(a) is applicable,
      may provide for an exercise price computed in accordance with such Code
      Section and the regulations thereunder and may contain such other terms
      and conditions as the Committee may prescribe to cause such substitute
      Option to contain as nearly as possible the same terms and conditions
      (including the applicable vesting and termination provisions) as those
      contained in the previously issued option being replaced
      thereby.

            


    

    


    
      	
               
      

            	
              (g)

            	
              No Deferral
      Feature.  No Option shall provide for any feature for the
      deferral of compensation other than the deferral of recognition of income
      until the later of the exercise or disposition of the
    Option.

            


    

    


    3.3  Terms and Conditions of
Stock Appreciation Rights.  Each Stock Appreciation Right
granted under the Plan must be evidenced by a Stock Incentive Agreement. A Stock
Appreciation Right entitles the Participant to receive the excess of (1) the
Fair Market Value of a specified or determinable number of shares of the Stock
at the time of payment or exercise over (2) a specified or determinable price
which, in the case of a Stock Appreciation Right granted in connection with an
Option, may not be less than the Exercise Price for that number of shares
subject to that Option.  A Stock Appreciation Right granted in
connection with a Stock Incentive may only be exercised to the extent that the
related Stock Incentive has not been exercised, paid or otherwise settled. The
base amount on which a Stock Appreciation Right is calculated shall not be
reduced by the Committee following its date of grant.

    


    
      	
               
      

            	
              (a)

            	
              Settlement.  Upon
      settlement of a Stock Appreciation Right, the Company must pay to the
      Participant the appreciation in cash or shares of Stock (valued at the
      aggregate Fair Market Value on the date of payment or exercise) as
      provided in the Stock Incentive Agreement or, in the absence of such
      provision, as the Committee may
determine.

            


    

    


    
      	
               
      

            	
              (b)

            	
              Conditions to
      Exercise.  Each Stock Appreciation Right granted under
      the Plan is exercisable or payable at such time or times, or upon the
      occurrence of such event or events, and in such amounts, as the Committee
      specifies in the Stock Incentive Agreement; provided, however, that
      subsequent to the grant of a Stock Appreciation Right, the Committee, at
      any time before complete termination of such Stock Appreciation Right, may
      accelerate the time or times at which such Stock Appreciation Right may be
      exercised or paid in whole or in
part.

            


    

    


    
      	
               
      

            	
              (c)

            	
              No Deferral
      Feature.  No Stock Appreciation Right shall provide for
      any feature for the deferral of compensation other than the deferral of
      recognition of income until the later of the exercise or disposition of
      the Stock Appreciation Right.

            


    

    


    3.4           Terms and Conditions of
Stock Awards.

    
      	
               
      

            	
              (a)

            	
              The
      number of shares of Stock subject to a Stock Award and restrictions or
      conditions on such shares, if any, will be as the Committee determines,
      and the certificate for such shares will bear evidence of any restrictions
      or conditions. Subsequent to the date of the grant of the Stock Award, the
      Committee has the power to permit, in its discretion, an acceleration of
      the expiration of an applicable restriction period with respect to any
      part or all of the shares awarded to a Participant. Subject to Subsections
      (b) and (c) below, the Committee may require a cash payment from the
      Participant in an amount no greater than the aggregate Fair Market Value
      of the shares of Stock awarded determined at the date of grant in exchange
      for the grant of a Stock Award or may grant a Stock Award without the
      requirement of a cash payment.

            


    

    


    
      	
               
      

            	
              (b)

            	
              [Reserved]

            


    

    


    
      	
               
      

            	
              (c)

            	
              Any
      Stock Award that does not contain forfeitability provisions shall be
      granted only in lieu of salary or cash bonuses otherwise payable to a
      Participant and may be granted at up to a 15% discount to the Fair Market
      Value of the Stock as of the date of grant, but only if the Stock is
      subject to material restrictions on
  transferability.

            


    

    


    3.4A           Terms and Conditions of
Deferred Stock Awards

    


    
      	
               
      

            	
              (a)

            	
              A
      Deferred Stock Award shall represent a contractual right to receive shares
      of Stock that only will be issued to a Participant after a specified
      deferral period or the satisfaction of specified conditions, or both, and
      such an award may be made either alone, in addition to or in tandem with
      other awards granted under the Plan and/or cash awards made outside of the
      Plan. The Committee shall determine the Participants to whom and the time
      or times at which a Deferred Stock Award shall be made, the number of
      shares of Stock to be awarded to any person, the duration of the deferred
      period (the “Deferral Period”) during which, and the conditions under
      which, the issuance of the Stock will be deferred and the other terms and
      conditions of the award in addition to those set forth in subsection (b).
      The provisions of deferred Stock Awards need not be the same with respect
      to each recipient.

            


    

    


    
      	
               
      

            	
              (b)

            	
              (i)

            	
              A
      Deferred Stock Award shall be evidenced by an Stock Incentive
      Agreement.

            


    

    


    
      	
               
      

            	
              (ii)  At
      the expiration of the Deferral Period, where applicable, share
      certificates shall be issued to the Participant, or his legal
      representative, in a number equal to the shares covered by the Deferred
      Stock Award.

            


    

    


    
      	
               
      

            	
              (iii)
      At the time the Deferred Stock Award is made, the Committee may in its own
      discretion provide for the payment of amounts under a Deferred Stock Award
      equal to any dividends paid on shares of Stock equal to the number of
      shares of Stock covered by the Deferred Stock Award. Such amounts will be
      paid to the Participant currently, or deferred and deemed to be reinvested
      in additional share of Stock subject to the award, or otherwise
      reinvested, all as determined at the time of the award by the Committee,
      in its sole discretion. Unless otherwise provided in the applicable Stock
      Incentive Agreement, Deferred Stock Awards will be entitled to full
      dividend rights and any dividends paid thereon will be paid or distributed
      to the holder no later than the end of the calendar year in which the
      dividends are paid to shareholders or, if later, the 15th day of the third
      month following the date the dividends are paid to
      shareholders.

            


    

    


    
      	
               
      

            	
              (iv)

            	
              Subject
      to the provisions of the Stock Incentive Agreement and this Section 3.4A,
      if the Participant incurs a Termination of Employment for any reason
      during the Deferral Period for a Deferred Stock Award, the Participant’s
      right to the issuance of the Stock subject to such award will vest, or be
      forfeited, in accordance with the terms and conditions established by the
      Committee at or after the award is
made.

            


    

    
      	
               
      

            	
              (v)

            	
              Based
      on service, performance and/or such other factors or criteria as the
      Committee may determine, the Committee may, at or after making the
      Deferred Stock Award, accelerate the vesting of all or any part of any
      Deferred Stock Award and/or waive the deferral limitations for all or any
      part of such award.

            


    

    


    3.5           Terms and Conditions of
Performance Unit Awards.  A Performance Unit Award shall
entitle the Participant to receive, at a specified future date, payment of a
number of shares of Stock having Fair Market Value equal to the value of a
specified or determinable number of units (stated in terms of a designated or
determinable dollar amount per unit) granted by the Committee. At the time of
the grant, the Committee must determine the base value of each unit, the number
of units subject to a Performance Unit Award, the performance factors applicable
to the determination of the ultimate payment value of the Performance Unit Award
and the period over which Company performance shall be measured.  The
Committee may provide for an alternate base value for each unit under certain
specified conditions.

    


    
      	
               
      

            	
              (a)

            	
              Payment.  Payment
      in respect of Performance Unit Awards shall be in the form of shares of
      Stock (valued at Fair Market Value as of the date payment is owed), all on
      such terms and conditions as provided in the applicable Stock Incentive
      Agreement or Stock Incentive Program or, in the absence of such provision,
      as the Committee may determine.

            


    

    


    
      	
               
      

            	
              (b)

            	
              Conditions to
      Payment.  Each Performance Unit Award granted under the
      Plan shall be payable at such time or times, or upon the occurrence of
      such event or events, and in such amounts, as the Committee shall specify
      in the applicable Stock Incentive Agreement or Stock Incentive Program;
      provided, however, that subsequent to the grant of a Performance Unit
      Award, the Committee, at any time before complete termination of such
      Performance Unit Award, may accelerate the time or times at which such
      Performance Unit Award may be paid in whole or in
  part.

            


    

    


    3.6           Treatment of Awards Upon
Termination of Employment.  Except as otherwise provided by
Plan Section 3.2(e), any award under this Plan to a Participant who has
experienced a Termination of Employment may be cancelled, accelerated, paid or
continued, as provided in the applicable Stock Incentive Agreement or Stock
Incentive Program, or, in the absence of such provision, as the Committee may
determine.  The portion of any award exercisable in the event of
continuation or the amount of any payment due under a continued award may be
adjusted by the Committee to reflect the Participant’s period of service from
the date of grant through the date of the Participant’s Termination of
Employment or such other factors as the Committee determines are relevant to its
decision to continue the award.

    


    SECTION
4 RESTRICTIONS ON STOCK

    


    4.1           Escrow of
Shares.  Any certificates representing the shares of Stock
issued under the Plan will be issued in the Participant’s name, but, if the
applicable Stock Incentive Agreement or Stock Incentive Program so provides, the
shares of Stock will be held by a custodian designated by the Committee (the
“Custodian”). Each applicable Stock Incentive Agreement or Stock Incentive
Program providing for transfer of shares of Stock to the Custodian must appoint
the Custodian as the attorney-in-fact for the Participant for the term specified
in the applicable Stock Incentive Agreement or Stock Incentive Program, with
full power and authority in the Participant’s name, place and stead to transfer,
assign and convey to the Company any shares of Stock held by the Custodian for
such Participant, if the Participant forfeits the shares under the terms of the
applicable Stock Incentive Agreement or Stock Incentive Program. During the
period that the Custodian holds the shares subject to this Section, the
Participant is entitled to all rights, except as provided in the applicable
Stock Incentive Agreement or Stock Incentive Program, applicable to shares of
Stock not so held. Any dividends declared on shares of Stock held by the
Custodian must provide in the applicable Stock Incentive Agreement or Stock
Incentive Program, be paid directly to the Participant or, in the alternative,
be retained by the Custodian or by the Company until the expiration of the term
specified in the applicable Stock Incentive Agreement or Stock Incentive Program
and shall then be delivered, together with any proceeds, with the shares of
Stock to the Participant or to the Company, as applicable.

    


    4.2           Restrictions on
Transfer.  The Participant does not have the right to make or
permit to exist any disposition of the shares of Stock issued pursuant to the
Plan except as provided in the Plan or the applicable Stock Incentive Agreement
or Stock Incentive Program. Any disposition of the shares of Stock issued under
the Plan by the Participant not made in accordance with the Plan or the
applicable Stock Incentive Agreement or Stock Incentive Program will be void.
The Company will not recognize, or have the duty to recognize, any disposition
not made in accordance with the Plan and the applicable Stock Incentive
Agreement or Stock Incentive Program, and the shares so transferred will
continue to be bound by the Plan and the applicable Stock Incentive Agreement or
Stock Incentive Program.

    


    


    SECTION
5 GENERAL PROVISIONS

    


    5.1           Withholding.  The
Company must deduct from all cash distributions under the Plan any taxes
required to be withheld by federal, state or local government. Whenever the
Company proposes or is required to issue or transfer shares of Stock under the
Plan or upon the vesting of any Stock Award or settlement of any Deferred Stock
Award, the Company has the right to require the recipient to remit to the
Company an amount sufficient to satisfy any federal, state and local withholding
tax requirements prior to the delivery of any certificate or certificates for
such shares or the vesting of such Stock Award or settlement of such Deferred
Stock Award.  A Participant may pay the withholding tax in cash, or,
if the applicable Stock Incentive Agreement or Stock Incentive Program provides,
a Participant may elect to have the number of shares of Stock he is to receive
reduced by, or with respect to a Stock Award or Deferred Stock Award, tender
back to the Company, the smallest number of whole shares of Stock which, when
multiplied by the Fair Market Value of the shares of Stock determined as of the
Tax Date (defined below), is sufficient to satisfy the minimum required federal,
state and local, if any, withholding taxes arising from exercise or payment of a
Stock Incentive (a “Withholding Election”). A Participant may make a Withholding
Election only if both of the following conditions are met:

    


    
      	
               
      

            	
              (a)

            	
              the
      Withholding Election must be made on or prior to the date on which the
      amount of tax required to be withheld is determined (the “Tax Date”) by
      executing and delivering to the Company a properly completed notice of
      Withholding Election as prescribed by the Committee;
  and

            


    

    


    
      	
               
      

            	
              (b)

            	
              any
      Withholding Election made will be irrevocable except on six months advance
      written notice delivered to the Company; however, the Committee may in its
      sole discretion disapprove and give no effect to the Withholding
      Election.

            


    

    


    5.2           Changes in Capitalization;
Merger; Liquidation.

    


    
      	
               
      

            	
              (a)

            	
              Mandatory
      Adjustments.  In the event of a nonreciprocal transaction
      between the Company and its shareholders that causes the per-share value
      of the Stock to change (including, without limitation, any stock dividend,
      stock split, spin-off, rights offering, or large nonrecurring cash
      dividend), the authorization limits under Sections 2.2 and 3.1(a) shall be
      adjusted proportionately, and the Committee shall make such adjustments to
      the Plan and Stock Incentive Awards as it deems necessary, in its sole
      discretion, to prevent dilution or enlargement of rights immediately
      resulting from such transaction.  Action by the Committee may
      include: (i) adjustment of the number and kind of shares that may be
      delivered under the Plan; (ii) adjustment of the number and kind of shares
      subject to outstanding Stock Incentive Awards; (iii) adjustment of the
      exercise price of outstanding Stock Incentive Awards or the measure to be
      used to determine the amount of the benefit payable on a Stock Incentive
      Award; and (iv) any other adjustments that the Committee determines to be
      equitable.  Notwithstanding the foregoing, the Committee shall
      not make any adjustments to outstanding Options or SARs that would
      constitute a modification or substitution of the stock right under Treas.
      Reg. Sections 1.409A-1(b)(5)(v) that would be treated as the grant of a
      new stock right or change in the form of payment for purposes of Code
      Section 409A.  Without limiting the foregoing, in the event of a
      subdivision of the outstanding Stock (stock-split), a declaration of a
      dividend payable in shares, or a combination or consolidation of the
      outstanding Stock into a lesser number of shares, the authorization limits
      under Sections 2.2 and 3.1(a) shall automatically be adjusted
      proportionately, and the shares of Stock then subject to each Stock
      Incentive Award shall automatically, without the necessity for any
      additional action by the Committee, be adjusted proportionately without
      any change in the aggregate purchase price
  therefor.

            


    

    


    
      	
               
      

            	
              (b)

            	
              Discretionary
      Adjustments.  Upon the occurrence or in anticipation of
      any corporate event or transaction involving the Company (including,
      without limitation, any merger, reorganization, recapitalization,
      combination or exchange of shares, or any transaction described in Section
      5.2(a)), the Committee may, in its sole discretion, provide (i) that Stock
      Incentive Awards will be settled in cash rather than Stock, (ii) that
      Stock Incentive Awards will become immediately vested and exercisable and
      will expire after a designated period of time to the extent not then
      exercised, (iii) that Stock Incentive Awards will be assumed by another
      party to a transaction or otherwise be equitably converted or substituted
      in connection with such transaction, (iv) that outstanding Stock Incentive
      Awards may be settled by payment in cash or cash equivalents equal to the
      excess of the Fair Market Value of the underlying Stock, as of a specified
      date associated with the transaction, over the exercise price of the Stock
      Incentive Award, (v) that performance targets and performance periods for
      Performance Awards will be modified, or (vi) any combination of the
      foregoing.  The Committee’s determination need not be uniform
      and may be different for different Participants whether or not such
      Participants are similarly
situated.

            


    

    


    
      	
               
      

            	
              (c)

            	
              Incentive Stock
      Options.  To the extent that any adjustments made
      pursuant to this Section 5.2 cause Incentive Stock Options to cease to
      qualify as Incentive Stock Options, such Options shall be deemed to be
      Non-Qualified Stock Options.

            


    

    


    
      	
               
      

            	
              (d)

            	
              General.  The
      existence of the Plan and the Stock Incentives granted pursuant to the
      Plan must not affect in any way the right or power of the Company to make
      or authorize any adjustment, reclassification, reorganization or other
      change in its capital or business structure, any merger or consolidation
      of the Company, any issue of debt or equity securities having preferences
      or priorities as to the Stock or the rights thereof, the dissolution or
      liquidation of the Company, any sale or transfer of all or any part of its
      business or assets, or any other corporate act or
    proceeding.

            


    

    


    5.3           Cash
Awards.  The Committee may, at any time and in its discretion,
grant to any holder of a Stock Incentive the right to receive, at such times and
in such amounts as determined by the Committee in its discretion, a cash amount
which is intended to reimburse such person for all or a portion of the federal,
state and local income taxes imposed upon such person as a consequence of the
receipt of the Stock Incentive or the exercise of rights
thereunder.

    5.4           Compliance with
Code.  All Incentive Stock Options to be granted hereunder are
intended to comply with Code Section 422, and all provisions of the Plan and all
Incentive Stock Options granted hereunder must be construed in such manner as to
effectuate that intent.

    


    5.5           Right to Terminate
Employment or Services.  Nothing in the Plan or in any Stock
Incentive confers upon any Participant the right to continue as an employee or
officer of the Company or any of its affiliates or to continue to provide
services in any other respect or to affect the right of the Company or any of
its affiliates to terminate the Participant’s employment or other relationship
at any time.

    


    5.6           Non-Alienation of
Benefits.  Other than as specifically provided herein or
pursuant to the terms of the applicable Stock Incentive Agreement or Stock
Incentive Program, no benefit under the Plan may be subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or
charge; and any attempt to do so shall be void. No such benefit may, prior to
receipt by the Participant, be in any manner liable for or subject to the debts,
contracts, liabilities, engagements or torts of the Participant.

    


    5.7           Restrictions on Delivery and
Sale of Shares; Legends.  Each Stock Incentive is subject to
the condition that if at any time the Committee, in its discretion, shall
determine that the listing, registration or qualification of the shares covered
by such Stock Incentive upon any securities exchange or under any state or
federal law is necessary or desirable as a condition of or in connection with
the granting of such Stock Incentive or the purchase or delivery of shares
thereunder, the delivery of any or all shares pursuant to such Stock Incentive
may be withheld unless and until such listing, registration or qualification
shall have been effected. If a registration statement is not in effect under the
Securities Act of 1933 or any applicable state securities laws with respect to
the shares of Stock purchasable or otherwise deliverable under Stock Incentives
then outstanding, the Committee may require, as a condition of exercise of any
Option or as a condition to any other delivery of Stock pursuant to a Stock
Incentive, that the Participant or other recipient of a Stock Incentive
represent, in writing, that the shares received pursuant to the Stock Incentive
are being acquired for investment and not with a view to distribution and agree
that the shares will not be disposed of except pursuant to an effective
registration statement, unless the Company shall have received an opinion of
counsel that such disposition is exempt from such requirement under the
Securities Act of 1933 and any applicable state securities laws. The Company may
include on certificates representing shares delivered pursuant to a Stock
Incentive such legends referring to the foregoing representations or
restrictions or any other applicable restrictions on resale as the Company, in
its discretion, shall deem appropriate.

    


    5.8           Listing and Legal
Compliance.  The Committee may suspend the exercise or payment
of any Stock Incentive so long as it determines that securities exchange listing
or registration or qualification under any securities laws is required in
connection therewith and has not been completed on terms acceptable to the
Committee.

    


    5.9           Termination and Amendment of
the Plan.  The Board of Directors at any time may amend or
terminate the Plan without stockholder approval; provided, however, that the
Board of Directors may condition any amendment on the approval of stockholders
of the Company if such approval is necessary or advisable with respect to tax,
securities or other applicable laws.  Except as provided in Section
3.2(a), the Board of Directors at any time may amend or terminate the Plan
without shareholder approval; provided, however, that the Board of Directors may
condition any amendment on the approval of stockholders of the Company if the
Board of Directors in its discretion determines that such approval is necessary
or advisable with respect to tax, securities or other applicable
laws.

    


    5.10           Stockholder
Approval.  The Plan must be submitted to the stockholders of
the Company for their approval within twelve (12) months before or after the
adoption of the Plan by the Board of Directors. If such approval is not
obtained, any Stock Incentive granted hereunder will be void.

    


    5.11           Choice of
Law.  The laws of Delaware shall govern the Plan, to the extent
not preempted by federal law, without reference to the principles of conflict of
laws.

    5.12           Effective Date of
Plan.  This Plan was approved by the Board of Directors as of
December 24, 1999, and become effective upon its approval by the Company’s
shareholders on March 17, 2000.

    


    5.13.           Special Provisions related
to Section 409A of the Code.

    


    
      	
               
      

            	
              (a)

            	
              Notwithstanding
      anything in the Plan or in any Stock Incentive Agreement to the contrary,
      to the extent that any amount or benefit that would constitute non-exempt
      “deferred compensation” for purposes of Section 409A of the Code would
      otherwise be payable or distributable under the Plan or any Stock
      Incentive Agreement by reason the occurrence of a change in control or the
      Participant’s Disability or Termination of Employment, such amount or
      benefit will not be payable or distributable to the Participant by reason
      of such circumstance unless (i) the circumstances giving rise to such
      change in control, Disability or Termination of Employment meet the
      description or definition of “change in control event”, “disability” or
      “separation from service”, as the case may be, in Section 409A of the Code
      and applicable final regulations (without giving effect to any elective
      provisions that may be available under such definitions), or (ii) the
      payment or distribution of such amount or benefit would be exempt from the
      application of Section 409A of the Code by reason of the short-term
      deferral exemption or otherwise.  This provision does not
      prohibit the vesting of any Award upon a change in control, Disability or
      Termination of Employment, however defined.  If this provision
      prevents the payment or distribution of any amount or benefit, such
      payment or distribution shall be made on the next earliest payment or
      distribution date or event specified in the Stock Incentive Agreement that
      is permissible under Section 409A.

            


    

    


    
      	
               
      

            	
              (b)

            	
              If
      any one or more Awards granted under the Plan to a Participant could
      qualify for any separation pay exemption described in Treas. Reg. Section
      1.409A-1(b)(9), but such Awards in the aggregate exceed the dollar limit
      permitted for the separation pay exemptions, the Company (acting through
      the Committee or the Head of Human Resources) shall determine which Awards
      or portions thereof will be subject to such
  exemptions.

            


    

    
      	
               
      

            	
              (c)

            	
              Notwithstanding
      anything in the Plan or in any Stock Incentive Agreement to the contrary,
      if any amount or benefit that would constitute non-exempt “deferred
      compensation” for purposes of Section 409A of the Code would otherwise be
      payable or distributable under this Plan or any Stock Incentive Agreement
      by reason of a Participant’s separation from service during a period in
      which the Participant is a Specified Employee (as defined below), then,
      subject to any permissible acceleration of payment by the Committee under
      Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order),
      (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment
      taxes):

            


    

    
      	
               
      

            	
              (i)  if
      the payment or distribution is payable in a lump sum, the Participant’s
      right to receive payment or distribution of such non-exempt deferred
      compensation will be delayed until the earlier of the Participant’s death
      or the first day of the seventh month following the Participant’s
      separation from service; and

            


    

    
      	
               
      

            	
              (ii)  if
      the payment or distribution is payable over time, the amount of such
      non-exempt deferred compensation that would otherwise be payable during
      the six-month period immediately following the Participant’s separation
      from service will be accumulated and the Participant’s right to receive
      payment or distribution of such accumulated amount will be delayed until
      the earlier of the Participant’s death or the first day of the seventh
      month following the Participant’s separation from service, whereupon the
      accumulated amount will be paid or distributed to the Participant and the
      normal payment or distribution schedule for any remaining payments or
      distributions will resume.

            


    

    


    For
purposes of this Plan, the term “Specified Employee” has the meaning given such
term in Code Section 409A and the final regulations thereunder, provided, however, that, as
permitted in such final regulations, the Company’s Specified Employees and its
application of the six-month delay rule of Code Section 409A(a)(2)(B)(i) shall
be determined in accordance with rules adopted by the Board or any committee of
the Board, which shall be applied consistently with respect to all nonqualified
deferred compensation arrangements of the Company, including this
Plan.

    


    The
foregoing is hereby acknowledged as being the Roper Industries, Inc. 2000 Stock
Incentive Plan, originally adopted by the shareholders on March 17, 2000, as
most recently amended and restated by the Board of Directors on December 29,
2008.

    


    ROPER
INDUSTRIES, INC.

    


    By:  /s/ David B.
Liner

    


    Its:
General Counsel and Corporate Secretary