ex10-4.htm


    Exhibit 10.4

    

      ROPER
INDUSTRIES, INC.

      


      AMENDED
AND RESTATED EMPLOYEE STOCK PURCHASE PLAN

      


      This
Documents restates in its entirety the Employee Stock Purchase Plan previously
adopted by the shareholders of the Company on March 17, 2000 and includes the
amendments thereto adopted by the Board of Directors of the Company and
implemented on July 1, 2001 and August 30, 2007.

      


      


      1.           Purpose.  The
purpose of the Roper Industries, Inc. Employee stock Purchase Plan (the “Plan”)
is to provide employees of the subsidiaries of Roper Industries, Inc. (the
“Company”) with an opportunity to participate in the benefit of stock ownership
and to acquire an interest in the Company through the purchase of common stock,
$.01 par value per share, of the Company (the “Common Stock”).  The
Company intends the Plan to qualify as an employee stock purchase plan under
Section 423 of the Internal Revenue Code of 1986, as amended (the
“Code”).  Accordingly, the provisions of the Plan shall be construed
so as to extend and limit participation in a manner consistent with the
requirements of Code Section 423.

      


      2. Definitions.

      


      (a)           “Compensation”
means the base pay, commissions and bonus amount paid to an Employee by a Plan
Sponsor with respect to an Offering Period (defined below).  Bonuses
and commissions shall be treated as Compensation, if at all, pursuant to such
rules as may be determined from time to time by the Company.

      


      (b)           “Employee”
shall mean any person, including an officer, who is customarily employed for
more than 20 hours per week and for more than five months during any calendar
year, and who is having payroll taxes withheld from his/her Compensation on a
regular basis, by a Plan Sponsor.

      


      (c)           “Plan
Sponsor” means the Company and any Subsidiary which adopts the Plan with the
approval of the Company.

      


      (d)           “Subsidiary”
means an entity which may be treated as a “subsidiary corporation” within the
meaning of Code Section 424(f).

      


      3. Eligibility.

      


      (a)           Any
Employee who has been employed by a Plan Sponsor for at least six months
immediately before the Beginning Date (defined below) of an Offering Period
(defined below) shall be eligible to participate in the Plan for that Offering
Period.

      


      (b)           No
Employee shall be granted purchase rights if, immediately after the grant, that
Employee would own shares or hold outstanding rights to purchase shares, or
both, possessing five percent (5%) or more of the total combined voting power or
value of all classes of the Company or any Subsidiaries.

      


      (c)           A
person shall cease to be an active participant upon the earliest to occur
of:

      (i) the date
of a withdrawal under Paragraph 10(a) or (b) below; or

      (ii) the date
of a termination of employment from all Plan Sponsors.

      


      4.           Offering
Period.  Offering Period shall mean each calendar quarter
beginning with the calendar quarter commencing January 1, 2000 and each calendar
quarter thereafter until the Plan is otherwise amended or
terminated.  Each Offering Period will begin on the first day of that
period  (the “Beginning Date”) and end on the last day of that period
(the “Exercise Date”).

      


      5.           Participation.    The
Company will make available to each eligible Employee an authorization notice
(the “Authorization”) which must be completed to effect his or her right to
commence participation in the Plan.  An eligible Employee may become a
participant for an Offering Period by completing the Authorization and
delivering same to the Company at least one day prior to the appropriate
Beginning Date (except, with respect to the first Beginning Date, such later
date as is administratively feasible).  All employees granted purchase
rights under the Plan shall have the same rights and privileges, except that the
amount of Common Stock which may be purchase under such rights may vary in a
uniform manner according to Compensation.

      


      A
participant will be deemed to have elected to participate in each subsequent
Offering Period following his or her initial election to participate following
his or her initial election to participate in the Plan, unless (i) a written
withdrawal notice for that period is delivered to the Plan Administrator at
least one week prior to the Beginning Date of an immediately succeeding Offering
Period for which the participant desires to withdraw from participation and (ii)
provides other information in accordance with the procedures designated by the
Plan Administrator.

      


      A
participant who has elected not to participate in an Offering Period may resume
participation in the same manner and pursuant to the same rules as any eligible
Employee making an initial election to participate in the Plan.

      


      6.           Method of
Payment.  A participant may contribute to the Plan through
payroll deductions, as follows:

      


      (a)           A
participant shall elect on the Authorization to have deduction made from the
participant’s Compensation for the Offering Period at a rate which, expressed as
a percentage of Compensation in whole number increments of at least one percent
(1%), but not in excess of ten percent (10%), of the participant’s
Compensation.

      


      (b)           All
payroll deductions made for a participant shall be credited to the participant’s
account under the Plan.  All payroll deductions made from
participants’ Compensation shall be commingled with the general assets of the
Company and no separate fund shall be established.  Participants
accounts are solely for bookkeeping purposes and the Company shall not be
obligated to pay interest on any payroll deductions credited to participant’s
accounts.

       

       (c)   A
participant may not alter the rate of payroll deductions during the Offering
Period; however, an existing participant may change the rate of payroll
deductions effective for the immediately succeeding Offering Period by filing a
revised Authorization within the same deadline as applies to new participants
for that Offering Period.

      


      (d)           Dividends
paid on shares of Common Stock held by the custodian identified in Paragraph 9
for the benefit of a participant also shall be applied to the purchase of shares
of Common Stock for the Offering Period in which the dividends are paid, unless
the participant has withdrawn from the Plan or otherwise ceases to be an active
participant (such dividends are referred to herein as ‘Credited
Dividends’).  Credited Dividends shall be credited to the
participant’s bookkeeping account under the Plan; shall be commingled with the
general assets of the Company and the Company shall not be obligated to pay
interest on any such dividends.

      


      


      


      7.   Granting
of Purchase Rights.

      


      (a)           As
of the first day of each Offering Period, a participant shall be granted
purchase rights for a number of shares of Common Stock, subject to the
adjustments provided for in Paragraph 11 (a) below, determined according to the
following procedure:

      


      Step 1
-                      Determine
the amount of the participant payroll deduction and Credited Dividends during
the Offering Period;

      


      Step 2
-                      Determine
the amount which represents the Purchase Price (as defined below);
and

      


      Step 3
-                      Divide
the amount determined in Step 1 by the amount determined in Step 2 and round the
quotient down to the nearest whole number.

      


      Notwithstanding the foregoing and
subject to Paragraph 7(c) below, the maximum number of shares of Common Stock
for which a participant may be granted purchase rights for an Offering Period is
775.

      


      (b)           For
each Offering Period, the purchase price of shares of Common Stock to be
purchased with a participant’s payroll deductions and Credited Dividends shall
be the average of (i) 95% of the fair market value of a share of Common Stock on
the Beginning Date, and (ii) 95% of the price of the fair market value of a
share of Common stock on the Exercise Date (the “Purchase Price”).

      


      (c)           Notwithstanding
the foregoing, no participant shall be granted purchase rights which permit that
to purchase shares under all employee purchase plans of the Company and its
Subsidiaries at a rate which exceeds $25,000 of the fair market value of the
shares (determined at the time the rights are granted) for each calendar year in
which such rights are outstanding at any time.

      


      (d)           For
purposes of this Paragraph, the fair market value of a share of Common Stock on
the Beginning Date and the Exercise Date as of each such date, or the most
immediately preceding business day with respect to which the information
required in the following clauses is available, shall be determined as
follows:  (i) if the Common Stock is traded on a national securities
exchange, the closing sale price on that date;  (ii) if the Common
Stock is not traded on any such exchange, the closing sale price as reported by
the National Association of Securities Dealers, Inc. Automated Quotation Systems
(“NASDAQ”)); (iii) if no such closing sale price information is available on the
national securities exchange or NASDAQ, the average of the closing bid and asked
prices as reported by the national securities exchange or NASDAQ within a
reasonable period prior to such date; or (iv) if there are no such closing bid
and asked prices within a reasonable period, the determination of fair market
value shall be determined by the Company taking into account material facts and
circumstances pertinent to such determination, as determined by the Company in
its sole discretion.

      


      8.           Exercise of Purchase
Rights.  Unless a timely withdrawal has been effected pursuant
to Paragraph 10 below, a participant’s rights for the purchase of shares of
Common Stock during an Offering Period will be automatically exercised on the
Exercise Date for that Offering Period for the purchase of the maximum number of
full shares which the sum of the payroll deductions and Credited Dividends
credited to the participant’s account on that Exercise Date can purchase at the
Purchase Price.

      


      9.           Delivery.  As soon
as administratively feasible after the end of each Exercise Date, the Company
shall deliver to a custodian designated by the Plan Administrator (as defined in
Paragraph 12 below), the shares of Common Stock purchased upon the exercise of
the purchase rights.  A participant shall not be allowed to sell,
assign, pledge or otherwise transfer any shares of Common Stock purchased by him
or her under the Plan until the expiration of fifteen (15) months from the last
day of the Offering Period for which such shares were acquired (the “Applicable
Restriction Period”) except as contemplated by Paragraph 13.  Once any
Applicable Restriction Period has expired, a participant may elect at any time
thereafter to have the applicable shares of Common Stock delivered to the
participant or to an account established by the participant with any brokerage
firm. The disposition of any payroll deductions and Credited Dividends credited
to a participant’s account during the Offering Period not used for the purchase
of shares (the “Cash Excess”) shall be as follows:

      
 

      (a)           If
the participant has elected to withdraw from the Plan as of the end of the
Offering Period, the Plan Administrator shall deliver the Cash Excess to the
participant.

       

      (b)           If
the participant has not elected to withdraw from the Plan as of the end of the
Offering Period, the Cash Excess shall be applied to the purchase of shares of
Common Stock in the immediately succeeding Offering Period.

      


      A
participant may not direct the Plan Administrator to sell any shares of Common
Stock credited to his or her account, regardless of whether such shares are
otherwise immediately deliverable to him or her,  The cost of any
disposition of shares of Common Stock acquired through participation in the Plan
shall be the sole responsibility of the participant.

      


      10.   Withdrawal.

      


      (a)           A
participant will be deemed to have elected to participate in each subsequent
Offering Period following his or her initial election to participate in the
Plan, unless (i) a written withdrawal notice is delivered to the Plan
Administrator at least one week prior to the Beginning Date of an immediately
succeeding Offering Period for which the participant desires to withdraw from
the Plan and, (ii) provides any other information in accordance with the
procedures designated by the Plan Administrator.

      


      (b)           A
participant who for any reason, including retirement, termination of employment
or death, ceases to be an eligible Employee prior to the Exercise Date during an
Offering Period will be deemed to have requested a withdrawal from the Plan as
of the date of retirement, termination of employment or death.

      


      (c)           Upon
the withdrawal of a participant from the Plan under the terms of this Paragraph
during an Offering Period, the participant’s unexercised purchase rights under
this Plan shall immediately terminate.

      


      (d)           In
the event a participant withdraws or is deemed to have withdrawn from the Plan
under this Paragraph, all payroll deductions and Credited Dividends credited to
the participant’s account will be paid to the participant as soon as
administratively feasible after the end of the calendar year in which the
withdrawal is deemed to have occurred, unless, if applicable, such an inactive
participant becomes an active participant again prior to the distribution of his
or her cash account.  Any shares of Common Stock held by the custodian
on behalf of such a participant will be delivered to the participant at the end
of the expiration of the Applicable Restriction Period, unless, if applicable,
such an inactive participant becomes an active participant again prior to the
distribution of such shares.  In the event of the participant’s death,
all payroll deductions, Credited Dividends and shares of Common Stock shall be
paid to the Participant’s beneficiary, estate or other party as contemplated by
Paragraph 13.

      


      (e)           A
participant who has elected to withdraw from the Plan may resume participation
in the same manner and pursuant to the same rules as any eligible Employee
making an initial election to participate in the Plan.

      


      


      11.   Stock.

      


      (a)           The
maximum number of shares of Common Stock to be sold to participants under the
Plan shall be 500,000 shares, subject to adjustment upon changes in
capitalization of the Company as provided in Paragraph 15 below.  The
shares of Common Stock to be sold to participants under the Plan, may, at the
election of the Company, include treasury shares, shares originally issued for
such purpose, or shares purchased in the open market.  If the total
number of shares of Common Stock then available under the Plan for which
purchase rights are to be exercised in accordance with Paragraph 8 exceeds the
number of such shares then available under the Plan,  the Company
shall make a pro rata allocation of the shares available in as nearly a uniform
manner as shall be practicable and as it shall determine to be
equitable.  If purchase rights expire or terminate for any reason
without being exercised in full, the unpurchased shares subject to the rights
shall again be available for the purposes of the Plan.

      


      (b)           A
participant will have no interest in shares of Common Stock covered by his or
her purchase rights until such rights have been exercised.

      


      (c)           Shares
to be delivered to a participant under the Plan will be registered in the name
of the participant, or, if the participant so directs, by written notice to the
Plan Administrator prior to the Exercise Date, in the names of the participant
and one other person designated by the participant, as joint tenants with rights
of survivorship, to the extent permitted by applicable law.

      


      12.           Administration.  The
Plan shall be administered by the Company (the “Plan
Administrator”).  The Plan Administrator shall be vested with full
authority to make, administer and interpret such rules and regulations as it
deems necessary to administer the Plan, and any determination or action of the
Plan Administrator in connection with the interpretation or administration of
the Plan shall be final and binding upon all participants and any and all
persons claiming under or through any participant.

      


      13.           Designation of
Beneficiary.

      


      (a)           A
participant may file with the Plan Administrator a written designation of a
beneficiary who is to receive any cash to his or her credit under the Plan in
the event of the participant's death before an Exercise Date, or any shares of
Common Stock and cash to his or her credit under the Plan in the event of the
participant's death on or after an Exercise Date but prior to the delivery of
such shares and cash.  A beneficiary may be changed by the participant
at any time by notice in writing to the Plan Administrator.

      


      (b)           Upon
the death of a participant and upon receipt by the Company of the proof the
identity and existence at the time of the participant’s death of a beneficiary
designated by the participant in accordance with the immediately preceding
Subparagraph, the Company shall deliver such shares or cash, or both, to the
beneficiary.  In the event a participant dies and is not survived by a
then living or in existence beneficiary designated by him in accordance with the
immediately preceding  Subparagraph, the Company shall deliver such
shares or cash, or both, to the personal representative of the estate of the
deceased participant.  If to the knowledge of the Company no personal
representative has been appointed within ninety (90) days following the date of
the participant’s death, the Company, in its discretion, may deliver such shares
or cash, or both, to the surviving spouse of the deceased participant, or to any
one or more dependents or relatives of the deceased participant, or if no
spouse, dependent or relative is known to the Company, then to such other person
as the Company may designate.

      


      (c)           No
designated beneficiary shall, prior to the death of the participant by whom the
beneficiary has been designated, acquire any interest in the shares or cash
credited to the participant under the Plan.

      


      14.           Transferability.   Neither
payroll deductions credited to a participant’s account nor any rights with
regard to the exercise or purchase rights or to receive any shares under the
Plan may be assigned, transferred, pledge or otherwise disposed of in any way by
the participant.  Any attempted assignment, transfer, pledge or other
disposition shall be without effect, except that the Company may treat such act
as an election to withdraw funds in accordance with Paragraph 10
above.

      


      15.           Adjustments Upon Changes in
Capitalization.  In the event that the outstanding shares of
Common stock of the Company are hereafter increased or decreased or changed into
or exchanged for a different number or kind of shares or other securities of the
Company by reason of a recapitalization, reclassification, stock split,
combination of shares or dividend payable in shares of Common Stock, an
appropriate adjustment shall be made by the Plan Administrator to the number and
kind of shares available for the granting of purchase rights, or as to which
outstanding purchase rights shall be exercisable, and to the purchase
Price.   No fractional shares shall be issued or optioned in
making any such adjustments.  All adjustments made by the Plan
Administrator under this Paragraph shall be conclusive.

      


      Subject
to any required action by the shareholders, if the Company shall be a party to
any reorganization involving merger or consolidation with respect to which the
Company will not be the surviving entity or acquisition of substantially all of
the stock or assets of the Company, the Plan Administrator in its discretion (a)
may declare the Plan’s termination in the same manner as if the Board of
Directors of the Company had terminated the Plan pursuant to paragraph 16 below,
or  (b) may declare that any purchase rights granted hereunder shall
pertain to and apply with appropriate adjustment as determined by the Plan
Administrator to the securities of the resulting corporation to which a holder
of the number of shares of Common Stock subject to such rights would have been
entitled.

      


      Any issue
by the Company of  any class of preferred stock, or securities
convertible into shares of common or preferred stock of any class, shall not
affect, and no adjustment by reason thereof shall be made with respect to, the
number or Purchase price of shares of Common Stock subject to any purchase
rights except as specifically provided otherwise in this Paragraph
15.  The grant of purchase rights pursuant to the plan shall not
affect in any way the right or power of the Company to make adjustments,
reclassifications, reorganizations or changes of its capital or business
structure or to merge or to consolidate or to dissolve, liquidate or sell, or
transfer all or any part of its business or assets.

      


      16.           Amendment
or Termination.

      


      (a)           The
Board of Directors of the Company may at any time terminate or amend the
Plan.  The cash balances and shares of Common Stock credited to
participants’ accounts as of the date of any Plan termination shall be delivered
to those participants as soon as administratively feasible following the
effective date of the Plan’s termination.

      


      (b)           Prior
approval of the shareholders shall be required with respect to any amendment
which would require the sale of more shares than are authorized under Paragraph
11 of the plan.

      


      (c)           Where
prior approval of the stockholders of the Company shall be required with respect
to a proposed Plan amendment under applicable federal, state or local law, the
Company shall obtain such approval prior to the effective date of any such
amendment.

      


      17.           Notices.  All
notices or other communications by a participant to the Plan Administrator under
or in connection with the Plan shall be deemed to have been duly given when
received by the Secretary of the Company or when received in the form specified
by the Company at the location, or by the person, designated by the Company for
the receipt thereof.

      


      18.           No Contract. This Plan shall
not be deemed to constitute a contract between the Company or any Subsidiary and
any eligible Employee or to be a consideration or an inducement for the
employment of any Employee.  Nothing contained in this Plan shall be
deemed to give any Employee the right to be retained in the service of the
Company or any Subsidiary or to interfere with the right of the Company or any
Subsidiary to discharge any Employee at any time regardless of the effect which
such discharge shall have upon him or her or as a participant of the
Plan.

      


      19.           Waiver.  No
liability whatever shall attach to or be incurred by any past present or future
shareholders, officers or directors, as such, of the Company or any Subsidiary,
under or by reason of any of the terms, conditions or agreements contained in
this Plan or implied the reform, and any and all liabilities of, and any and all
rights and claims against, the Company or any Subsidiary, or any shareholder,
officer or director as such, whether arising at common law  or in
equity or created by statute or constitution or otherwise, pertaining to this
Plan, are hereby expressly waived and released by every eligible Employee as a
part of the consideration for any benefits by the Company under this
Plan.

      


      20.           Securities Law
Restrictions.  Shares of Common Stock shall not be issued under
the Plan unless (a) the exercise of the related option and the issuance and
delivery of the shares pursuant thereto shall comply with all applicable
provisions of law, domestic or foreign, including, without limitation, the
Securities Act of 1933, as amended, and any rules and regulations promulgated
pursuant to such laws and with the requirements of any stock exchange upon which
the shares may then be listed; and (b) the express approval of counsel for the
Company with respect to such compliance is first obtained.  The
Company reserves the right to place an appropriate legend on any certificate
representing shares of Common Stock issuable under the Plan with any such legend
reflecting restrictions on the transfer of the shares as may be necessary to
assure the availability of applicable exemptions under federal and state
securities laws.

      


      21.           Approval of
Shareholders.  The Plan shall be submitted to the shareholders
of the Company for their approval within twelve (12) months after the adoption
of the Plan by the Board of Directors of the Company.  The Plan is
conditional upon approval of the shareholders of the Company and failure to
receive their approval shall render the Plan and all outstanding purchase rights
issued thereunder void and of no effect.

      


      IN
WITNESS WHEREOF, the Company has caused this Plan to be executed as of this 30th
of August, 2007.

      


      


      


      ROPER INDUSTRIES, INC.

      


      /s/ David B. Liner

      


      By: David B.
Liner

      


      Title: Vice President, General
Counsel and Secretary