ex10-6.htm


     

    Exhibit
10.06


    


    


    


    


    


    


    


    


    


    


    


    


    


    Roper
Industries, Inc.

     

    


    Non-Qualified
Retirement Plan

    


    Amended
and Restated

    Effective
january 1, 2009

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    



    
      
         


      

      
         


         


      

      
         


      

    


    Article
I

    Establishment and
Purpose 1

    


    Article
II

    Definitions 1

    


    Article
III

    Eligibility and
Participation 8

    


    Article
IV

    Deferrals 8

    


    Article
V

    Company
Contributions 12

    


    Article
VI

    Benefits 13

    


    Article
VII

    Modifications to Payment
Schedules 16

    


    Article
VIII

    Valuation of Account Balances;
Investments 17

    


    Article
IX

    Administration 18

    


    Article
X

    Amendment and
Termination 19

    


    Article
XI

    Informal Funding 20

    


    Article
XII

    Claims 20

    


    Article
XIII

    General Provisions 24

    



    
      
         


      

      
         


         


      

      
         


      

    


    Article
I

    Establishment
and Purpose

     

    Roper
Industries, Inc. (the “Company”) hereby amends and restates the Roper
Industries, Inc. Non-Qualified Retirement Plan, originally effective January 1,
1995, amended and restated effective March 1, 2002 (the “Plan”), effective
January 1, 2009 (but see Section 2.21). This amendment and restatement applies
to all amounts previously or hereafter deferred under the Plan, it being
expressly intended that this amendment and restatement shall constitute a
material modification of the Plan as in effect on October 3, 2004, such that all
amounts deferred under the Plan prior to January 1, 2005, shall be subject to
Code Section 409A.  The Plan shall be effective for Non-Employee
Directors commencing January 1, 2009.

    


    


    The
purpose of the Plan is to attract and retain key employees and non-employee
directors by providing each Participant with an opportunity to defer receipt of
a portion of their salary, bonus, and other specified
compensation.  The Plan is not intended to meet the qualification
requirements of Code Section 401(a), but is intended to meet the requirements of
Code Section 409A, and shall be operated and interpreted consistent with that
intent.

    


    The Plan
constitutes an unsecured promise by a Participating Employer to pay benefits in
the future. Participants in the Plan shall have the status of general unsecured
creditors of the Company or the Adopting Employer, as applicable. Each
Participating Employer shall be solely responsible for payment of the benefits
of its employees and their beneficiaries. The Plan is unfunded for Federal tax
purposes and is intended to be an unfunded arrangement for eligible employees
who are part of a select group of management or highly compensated employees of
the Employer within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of
ERISA. Any amounts set aside to defray the liabilities assumed by the Company or
an Adopting Employer will remain the general assets of the Company or the
Adopting Employer and shall remain subject to the claims of the Company’s or the
Adopting Employer's creditors until such amounts are distributed to the
Participants.

    


    


    Article
II

    Definitions

     

    
      	
              2.1

            	
              Account.
      Account means a bookkeeping account maintained by the Committee to record
      the payment obligation of a Participating Employer to a Participant as
      determined under the terms of the Plan. The Committee may maintain an
      Account to record the total obligation to a Participant and component
      Accounts to reflect amounts payable at different times and in different
      forms. Reference to an Account means any such Account established by the
      Committee, as the context requires. Accounts are intended to constitute
      unfunded obligations within the meaning of Sections 201(2), 301(a)(3) and
      401(a)(1) of ERISA.

            


    

    


    
      	
              2.2

            	
              Account
      Balance. Account Balance means, with respect to any Account, the
      total payment obligation owed to a Participant from such Account as of the
      most recent Valuation Date.

            


    

    


    
      	
              2.3

            	
              Adopting
      Employer. Adopting Employer means an Affiliate who, with the
      consent of the Company, has adopted the Plan for the benefit of its
      eligible employees.

            


    

    


    
      	
              2.4

            	
              Affiliate.
      Affiliate means a corporation, trade or business that, together with the
      Company, is treated as a single employer under Code Section 414(b) or
      (c).

            


    

    


    
      	
              2.5

            	
              Beneficiary.
      Beneficiary means a natural person, estate, or trust designated by a
      Participant to receive payments to which a Beneficiary is entitled in
      accordance with provisions of the Plan. The Participant’s spouse, if
      living, otherwise the Participant’s estate, shall be the Beneficiary if:
      (i)the Participant has failed to properly designate a Beneficiary, or (ii)
      all designated Beneficiaries have predeceased the
    Participant.

            


    

    


    A former
spouse shall have no interest under the Plan, as Beneficiary or otherwise,
unless the Participant designates such person as a Beneficiary after dissolution
of the marriage, except to the extent provided under the terms of a domestic
relations order as described in  Code Section
414(p)(1)(B).

    


    
      	
              2.6

            	
              Business
      Day. A
      Business Day is each day on which the New York Stock Exchange is open for
      business.

            


    

    


    
      	
              2.7

            	
              Change in
      Control.  Change
      in Control, with respect to a Participating Employer that is organized as
      a corporation, occurs on the date on which any of the following events
      occur (i) a change in the ownership of the Participating Employer; (ii) a
      change in the effective control of the Participating Employer; (iii) a
      change in the ownership of a substantial portion of the assets of the
      Participating Employer.

            


    

    


    For
purposes of this Section, a change in the ownership of the Participating
Employer occurs on the date on which any one person, or more than one person
acting as a group, acquires ownership of stock of the Participating Employer
that, together with stock held by such person or group constitutes more than 50%
of the total fair market value or total voting power of the stock of the
Participating Employer. A change in the effective control of the Participating
Employer occurs on the date on which either (i) a person, or more than one
person acting as a group, acquires ownership of stock of the Participating
Employer possessing 30% or more of the total voting power of the stock of the
Participating Employer, taking into account all such stock acquired during the
12-month period ending on the date of the most recent acquisition, or (ii) a
majority of the members of the Participating Employer’s Board of Directors is
replaced during any 12-month period by directors whose appointment or election
is not endorsed by a majority of the members of such Board of Directors prior to
the date of the appointment or election, but only if no other corporation is a
majority shareholder of the Participating Employer . A change in the ownership
of a substantial portion of assets occurs on the date on which any one person,
or more than one person acting as a group, other than a person or group of
persons that is related to the Participating Employer, acquires assets from the
Participating Employer that have a total gross fair market value equal to or
more than 40% of the total gross fair market value of all of the assets of the
Participating Employer immediately prior to such acquisition or acquisitions,
taking into account all such assets acquired during the 12-month period ending
on the date of the most recent acquisition.

    


    An event
constitutes a Change in Control with respect to a Participant only if the
Participant performs services for the Participating Employer that has
experienced the Change in Control, or the Participant’s relationship to the
affected Participating Employer otherwise satisfies the requirements of Treasury
Regulation Section 1.409A-3(i)(5)(ii).

    


    The
determination as to the occurrence of a Change in Control shall be based on
objective facts and in accordance with the requirements of Code Section
409A.

    


    
      	
              2.8

            	
              Claimant.
      Claimant means a Participant or Beneficiary filing a claim under Article
      XII of this Plan.

            


    

    


    
      	
              2.9

            	
              Code. Code
      means the Internal Revenue Code of 1986, as amended from time to
      time.

            


    

    


    
      	
              2.10

            	
              Code Section
      409A. Code Section 409A means section 409A of the Code, and
      regulations and other guidance issued by the Treasury Department and
      Internal Revenue Service thereunder.  References to such Section
      or guidance in this Plan include references to such provisions as they may
      be modified.

            


    

    


    
      	
              2.11

            	
              Committee.
      Committee means the committee appointed by the Board of Directors of the
      Company (or the appropriate committee of such board) to administer the
      Plan. If no designation is made, the Chief Executive Officer of the
      Company or his delegate shall have and exercise the powers of the
      Committee.

            


    

    


    
      	
              2.12

            	
              Company.
      Company means Roper Industries,
Inc.

            


    

    


    
      	
              2.13

            	
              Company
      Contribution. Company Contribution means a credit by a
      Participating Employer to a Participant’s Account(s) in accordance with
      the provisions of Article V of the Plan. Company Contributions are
      credited at the sole discretion of the Participating Employer and the fact
      that a Company Contribution is credited in one year shall not obligate the
      Participating Employer to continue to make such Company Contribution in
      subsequent years. Unless the context clearly indicates otherwise, a
      reference to Company Contribution shall include Earnings attributable to
      such contribution.

            


    

    


    
      	
              2.14  

            	
              Compensation.

            


    

    
      	
              (a)  

            	
              Eligible
      Employee.  Compensation means  base salary,
      bonus, commission, and such other cash or equity-based compensation (if
      any) approved by the Committee as Compensation that may be deferred under
      this Plan.  Compensation shall not include any compensation that
      has been previously deferred under this Plan or any other arrangement
      subject to Code Section 409A.

            


    

    
      	
              (b)  

            	
              Non-Employee
      Director.  Compensation means the Total Annual Retainer,
      Meeting Fees and/or Cash Dividend Equivalents, as defined in the Roper
      Industries, Inc. Director Compensation
Plan.

            


    

    


    
      	
              2.15  

            	
              Compensation Deferral
      Agreement. Compensation Deferral Agreement means an agreement
      between a Participant and a Participating Employer that specifies (i) the
      amount of each component of Compensation that the Participant has elected
      to defer to the Plan in accordance with the provisions of Article IV, and
      (ii) the Payment Schedule applicable to one or more Accounts. The
      Committee may permit different deferral amounts for each component of
      Compensation and may establish a minimum or maximum deferral amount for
      each such component. Unless otherwise specified by the Committee in the
      Compensation Deferral Agreement, Participants may defer up to 100% of
      their base salary and up to 100% of other types of Compensation for a Plan
      Year. A Compensation Deferral Agreement may also specify the investment
      allocation described in Section
8.4.

            


    

    


    
      	
              2.16  

            	
              Death Benefit.
      Death Benefit means the benefit payable under the Plan to a Participant’s
      Beneficiary(ies) upon the Participant’s death as provided in Section 6.1
      of the Plan.

            


    

    


    
      	
              2.17  

            	
              Deferral.
      Deferral means a credit to a Participant’s Account(s) that records that
      portion of the Participant’s Compensation that the Participant has elected
      to defer to the Plan in accordance with the provisions of Article IV.
      Unless the context of the Plan clearly indicates otherwise, a reference to
      Deferrals includes Earnings attributable to such
  Deferrals.

            


    

    


    Deferrals
shall be calculated with respect to the gross cash Compensation payable to the
Participant prior to any deductions or withholdings, but shall be reduced by the
Committee as necessary so that it does not exceed 100% of the cash Compensation
of the Participant remaining after deduction of all required income and
employment taxes, other employee benefit deductions, and other deductions
required by law. Changes to payroll withholdings that affect the amount of
Compensation being deferred to the Plan shall be allowed only to the extent
permissible under Code Section 409A.

    


    
      	
              2.18  

            	
              Disability
      Benefit. Disability Benefit means the benefit payable under the
      Plan to a Participant in the event such Participant is determined to be
      Disabled.  For the avoidance of doubt, Non-Employee Directors
      are not eligible for Disability Benefits under the
  Plan.

            


    

    


    
      	
              2.19  

            	
              Disabled.
      Disabled means that a Participant is, by reason of any
      medically-determinable physical or mental impairment which can be expected
      to result in death or can be expected to last for a continuous period of
      not less than twelve months, (i) unable to engage in any substantial
      gainful activity, or (ii) receiving income replacement benefits for a
      period of not less than three months under an accident and health plan
      covering employees of the Participant’s employer. The Committee shall
      determine whether a Participant is Disabled in accordance with Code
      Section 409A provided, however, that a Participant shall be deemed to be
      Disabled if determined to be totally disabled by the Social Security
      Administration or the Railroad Retirement
Board.

            


    

    


    
      	
              2.20  

            	
              Earnings.
      Earnings mean an adjustment to the value of an Account in accordance with
      Article VIII.

            


    

    


    
      	
              2.21  

            	
              Effective Date.
      Effective Date for this amendment and restatement generally means January
      1, 2009.  The foregoing notwithstanding, Sections 4.7 and 4.8
      hereof are effective January 1, 2005 and Section 7.6 is effective January
      1, 2008.  The Plan was originally effective January 1, 1995 and
      was previously amended and restated effective March 1,
    2002.

            


    

    


    
      	
              2.22  

            	
              Eligible
      Employee. Eligible Employee means a member of a “select group of
      management or highly compensated employees” of a Participating Employer
      within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA,
      as determined by the Committee from time to time in its sole
      discretion.

            


    

    


    
      	
              2.23  

            	
              Employee.
      Employee means a common-law employee of an
  Employer.

            


    

    


    
      	
              2.24  

            	
              Employer.
      Employer means, with respect to Employees it employs, the Company and each
      Affiliate.

            


    

    


    
      	
              2.25  

            	
              ERISA. ERISA
      means the Employee Retirement Income Security Act of 1974, as amended from
      time to time.

            


    

    


    
      	
              2.26  

            	
              Fiscal Year
      Compensation. Fiscal Year Compensation means Compensation earned
      during one or more consecutive fiscal years of a Participating Employer,
      all of which is paid after the last day of such fiscal year or
      years.

            


    

    


    
      	
              2.27  

            	
              Non-Employee
      Director.  Non-Employee Director means a director of the
      Company who is not an employee of the Company or any of its
      Affiliates.

            


    

    


    
      	
              2.28  

            	
              Participant.
      Participant means an Eligible Employee who has received notification of
      his or her eligibility to defer Compensation under the Plan under Section
      3.1, a Non-Employee Director and any other person with an Account Balance
      greater than zero, regardless of whether such individual continues to be
      an Eligible Employee or a Non-Employee Director.  A
      Participant’s continued participation in the Plan shall be governed by
      Section 3.2 of the Plan.

            


    

    


    
      	
              2.29  

            	
              Participating
      Employer. Participating Employer means the Company and each
      Adopting Employer.

            


    

    


    
      	
              2.30  

            	
              Payment Schedule.
      Payment Schedule means the date as of which payment of an Account
      under the Plan will commence and the form in which payment of such Account
      will be made.

            


    

    


    
      	
              2.31  

            	
              Performance-Based
      Compensation. Performance-Based Compensation means Compensation
      where the amount of, or entitlement to, the Compensation is contingent on
      the satisfaction of pre-established organizational or individual
      performance criteria relating to a performance period of at least twelve
      consecutive months. Organizational or individual performance criteria are
      considered pre-established if established in writing by not later than
      ninety (90) days after the commencement of the period of service to which
      the criteria relate, provided that the outcome is substantially uncertain
      at the time the criteria are established. The determination of whether
      Compensation qualifies as “Performance-Based Compensation” will be made in
      accordance with Treas. Reg. Section 1.409A-1(e) and subsequent
      guidance.

            


    

    


    
      	
              2.32  

            	
              Plan.
      Generally, the term Plan means the “Roper Industries, Inc. Non-Qualified
      Retirement Plan” as amended and restated herein and as may be further
      amended from time to time hereafter. However, to the extent permitted or
      required under Code Section 409A, the term Plan may in the appropriate
      context also mean a portion of the Plan that is treated as a single plan
      under Treas. Reg. Section 1.409A-1(c), or the Plan or portion of the Plan
      and any other nonqualified Non-Qualified Retirement Plan or portion
      thereof that is treated as a single plan under such
    section.

            


    

    


    
      	
              2.33  

            	
              Plan Year. Plan
      Year means January 1 through December
31.

            


    

    


    
      	
              2.34  

            	
              Retirement. For
      Participants other than Non-Employee Directors, Retirement means
      Separation from Service after attainment of any age where the combination
      of the Participant’s age and number of Years of Service equals or exceeds
      65.  For Participants who are Non-Employee Directors, Retirement
      means Separation from Service for any
reason.

            


    

    


    
      	
              2.35  

            	
              Retirement
      Benefit. Retirement Benefit means the benefit payable to a
      Participant under the Plan following the Retirement of the
      Participant.

            


    

    


    
      	
              2.36  

            	
              Retirement/Termination
      Account. Retirement/Termination Account means an Account
      established by the Committee to record the amounts payable to a
      Participant that have not been allocated to a Specified Date Account.
      Unless the Participant has established a Specified Date Account, all
      Deferrals and Company Contributions shall be allocated to a
      Retirement/Termination Account on behalf of the
    Participant.

            


    

    


    
      	
              2.37  

            	
              Separation from
      Service. An Employee incurs a Separation from Service upon
      termination of employment with the Employer other than due to death or
      Disability.  Whether a Separation from Service has occurred
      shall be determined by the Committee in accordance with Code Section
      409A.

            


    

    


    Except in
the case of an Employee on a bona fide leave of absence as provided below, an
Employee is deemed to have incurred a Separation from Service if the Employer
and the Employee reasonably anticipated that the level of services to be
performed by the Employee after a date certain would be reduced to 20% or less
of the average services rendered by the Employee during the immediately
preceding 36-month period (or the total period of employment, if less than 36
months) disregarding periods during which the Employee was on a bona fide leave
of absence.

    


    An
Employee who is absent from work due to military leave, sick leave, or other
bona fide leave of absence shall incur a Separation from Service on the first
date immediately following the later of (i) the six-month anniversary of the
commencement of the leave or (ii) the expiration of the Employee’s right, if
any, to reemployment under statute or contract. Notwithstanding the preceding,
however, an Employee who is absent from work due to a physical or mental
impairment that is expected to result in death or last for a continuous period
of at least six months and that prevents the Employee from performing the duties
of his position of employment or a similar position shall incur a Separation
from Service on the first date immediately following the 29-month anniversary of
the commencement of the leave.

    


    For
purposes of determining whether a Separation from Service has occurred, the
Employer means the Employer as defined in Section 2.26 of the Plan, except that
for purposes of determining whether another organization is an Affiliate of the
Company, common ownership of at least 50% shall be determinative.

    


    A
Non-Employee Director is deemed to have incurred a Separation from
Service  upon the ceasing of all services as a Director constituting a
“separation from service” (as that term is defined at Treas. Reg.
§ 1.409A-1(h)) from the Company and any of its Affiliates.

    


    The
Committee specifically reserves the right to determine whether a sale or other
disposition of substantial assets to an unrelated party constitutes a Separation
from Service with respect to a Participant providing services to the seller
immediately prior to the transaction and providing services to the buyer after
the transaction.  Such determination shall be made in accordance with
the requirements of Code Section 409A.

    


    
      	
              2.38  

            	
              Specified Date
      Account. A Specified Date Account means an Account established
      pursuant to Section 4.3 that will be paid (or that will commence to be
      paid) at a future date as specified in the Participant’s Compensation
      Deferral Agreement. Unless otherwise determined by the Committee, a
      Participant may maintain no more than five Specified Date Accounts. A
      Specified Date Account may be identified in enrollment materials as an
      “In-Service Account”.

            


    

    


    
      	
              2.39  

            	
              Specified Date
      Benefit. Specified Date Benefit means the benefit payable to a
      Participant under the Plan in accordance with Section
    6.1(c).

            


    

    


    
      	
              2.40  

            	
              Specified
      Employee.  For purposes of this Plan, the term “Specified
      Employee” has the meaning given such term in Code Section 409A, provided, however,
      that, as permitted in the final Section 409A 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 of Directors or a committee thereof, which shall be
      applied consistently with respect to all nonqualified deferred
      compensation arrangements of the Company, including this
    Plan.

            


    

    


    
      	
              2.41  

            	
              Substantial Risk of
      Forfeiture. Substantial Risk of Forfeiture shall have the meaning
      specified in Treas. Reg. Section
1.409A-1(d).

            


    

    


    
      	
              2.42  

            	
              Termination
      Benefit. Termination Benefit means the benefit payable to a
      Participant under the Plan following the Participant’s Separation from
      Service prior to Retirement.  For the avoidance of doubt,
      Non-Employee Directors are not eligible for Termination Benefits under the
      Plan, because Retirement for Non-Employee Directors means Separation from
      Service for any reason.

            


    

    


    
      	
              2.43  

            	
              Unforeseeable
      Emergency. An Unforeseeable Emergency means a severe financial
      hardship to the Participant resulting from an illness or accident of the
      Participant, the Participant’s spouse, the Participant’s dependent (as
      defined in Code section 152(a)), or a Beneficiary; loss of the
      Participant’s property due to casualty (including the need to rebuild a
      home following damage to a home not otherwise covered by insurance, for
      example,  as a result of a natural disaster); or other similar
      extraordinary and unforeseeable circumstances arising as a result of
      events beyond the control of the Participant. The types of events which
      may qualify as an Unforeseeable Emergency may be limited by the
      Committee.

            


    

    


    
      	
              2.44  

            	
              Valuation Date.
      Valuation Date shall mean each Business
Day.

            


    

    


    
      	
              2.45  

            	
              Year of
      Service. A Year of Service shall mean each 12-month period of
      continuous service with the Employer or each 12-month period of continuous
      service as a Non-Employee Director of the
  Company.

            


    

    


    Article
III

    Eligibility
and Participation

     

    
      	
              3.1

            	
              Eligibility and
      Participation.

            


    

    


    
      	
               
      

            	
              (a)

            	
              An
      Eligible Employee becomes a Participant upon the earlier to occur of (i) a
      credit of Company Contributions under Article V or (ii) notification of
      eligibility to participate.

            


    

     

    
      	
               
      

            	
              (b)

            	
              A
      Non-Employee Director becomes a Participant on January 1, 2009 or when
      such individual becomes a Non-Employee Director, if
  later.

            


    

     

    
      	
              3.2

            	
              Duration.  A
      Participant shall be eligible to defer Compensation and, where applicable,
      receive allocations of Company Contributions, subject to the terms of the
      Plan, for as long as such Participant remains an Eligible Employee or a
      Non-Employee Director.  A Participant who is no longer an
      Eligible Employee or a Non-Employee Director but has not Separated from
      Service may not defer Compensation under the Plan but may otherwise
      exercise all of the rights of a Participant under the Plan with respect to
      his or her Account(s).  On and after a Separation from Service,
      a Participant shall remain a Participant as long as his or her Account
      Balance is greater than zero and during such time may continue to make
      allocation elections as provided in Section 8.4. An individual shall cease
      being a Participant in the Plan when all benefits under the Plan to which
      he or she is entitled have been
paid

            


    

    


    
      	
               
      

            	
              Article
      IV

            


    

    Deferrals

    


    
      	
              4.1  

            	
              Deferral Elections,
      Generally.

            


    

    


    
      	
               
      

            	
              (a)

            	
              A
      Participant may elect to defer Compensation by submitting a Compensation
      Deferral Agreement during the enrollment periods established by the
      Committee and in the manner specified by the Committee, but in any event,
      in accordance with Section 4.2. A Compensation Deferral Agreement that is
      not timely filed with respect to a service period or component of
      Compensation shall be considered void and shall have no effect with
      respect to such service period or Compensation. The Committee may modify
      any Compensation Deferral Agreement prior to the date the election becomes
      irrevocable under the rules of Section
4.2.

            


    

    


    
      	
               
      

            	
              (b)

            	
              The
      Participant shall specify on his or her Compensation Deferral Agreement
      the amount of Deferrals and whether to allocate Deferrals and associated
      Company Contributions to a Retirement/Termination Account or to a
      Specified Date Account. If no designation is made or if a designation is
      invalid (for example, because it fails to defer Compensation for at least
      one year or, if longer, for the minimum deferral period specified by the
      Committee), Deferrals (or that portion of Deferrals allocated invalidly)
      shall be allocated to the Retirement/Termination Account. A Participant
      may also specify in his or her Compensation Deferral Agreement the Payment
      Schedule applicable to his or her Plan Accounts. If the Payment Schedule
      is not specified in a Compensation Deferral Agreement, the Payment
      Schedule shall be the Payment Schedule specified in Section
      6.2.

            


    

    


    4.2           Timing Requirements for
Compensation Deferral Agreements.

    


    
      	
               
      

            	
              (a)

            	
              First Year of
      Eligibility. In the case of the first year in which an Eligible
      Employee or a Non-Employee Director becomes eligible to participate in the
      Plan, he or she has up to 30 days following his initial eligibility to
      submit a Compensation Deferral Agreement with respect to Compensation to
      be earned during such year.  The Compensation Deferral Agreement
      described in this paragraph becomes irrevocable upon the end of such
      30-day period. The determination of whether an Eligible Employee may file
      a Compensation Deferral Agreement under this paragraph shall be determined
      in accordance with the rules of Code Section 409A, including the
      provisions of Treas. Reg. Section
  1.409A-2(a)(7).

            


    

    


    
      	
               
      

            	
              A
      Compensation Deferral Agreement filed under this paragraph applies to
      Compensation earned on and after the date the Compensation Deferral
      Agreement becomes irrevocable.

            


    

    


    
      	
              (b)  

            	
              Prior Year Election.
      Except as otherwise provided in this Section 4.2, Participants may defer
      Compensation by filing a Compensation Deferral Agreement no later than
      December 31 of the year prior to the year in which the Compensation to be
      deferred is earned. A Compensation Deferral Agreement described in this
      paragraph shall become irrevocable with respect to such Compensation as of
      January 1 of the year in which such Compensation is
  earned.

            


    

    


    
      	
              (c)  

            	
              Performance-Based
      Compensation. Participants may file a Compensation Deferral
      Agreement with respect to Performance-Based Compensation no later than the
      date that is six months before the end of the performance period, provided
      that:

            


    

    


    
      	
               
      

            	
              (i)

            	
              the
      Participant performs services continuously from the later of the beginning
      of the performance period or the date the criteria are established through
      the date the Compensation Deferral Agreement is submitted;
    and

            


    

    
      	
               
      

            	
              (ii)

            	
              the
      Compensation is not readily ascertainable as of the date the Compensation
      Deferral Agreement is filed.

            


    

    


    A
Compensation Deferral Agreement becomes irrevocable with respect to
Performance-Based Compensation as of the day immediately following the latest
date for filing such election. Any election to defer Performance-Based
Compensation that is made in accordance with this paragraph and that becomes
payable as a result of the Participant’s death or disability (as defined in
Treas. Reg. Section 1.409A-1(e)) or upon a Change in Control (as defined in
Treas. Reg. Section 1.409A-3(i)(5)) prior to the satisfaction of the performance
criteria, will be void.

    


    
      	
              (d)  

            	
              Sales Commissions.
      Sales commissions (as defined in Treas. Reg. Section 1.409A-2(a)(12)(i))
      are considered to be earned in the taxable year of the Participant in
      which the sale occurs.  The Compensation Deferral Agreement must
      be filed before the last day of the year preceding the year in which the
      sales commissions are earned and becomes irrevocable after that
      date.

            


    

    


    
      	
              (e)  

            	
              Investment Commissions.
      Investment commissions (as defined in Treas. Reg. Section
      1.409A-2(a)(12)(ii)) are considered to be earned in the 12-month period
      immediately preceding the date assets are valued for purposes of
      calculating the commission. Investment Commissions must be deferred under
      the timing rules set forth in this Section
4.2.

            


    

    


    
      	
              (f)  

            	
              Fiscal Year
      Compensation. A Participant may defer Fiscal Year Compensation by
      filing a Compensation Deferral Agreement prior to the first day of the
      fiscal year or years in which such Fiscal Year Compensation is earned. The
      Compensation Deferral Agreement described in this paragraph becomes
      irrevocable on the first day of the fiscal year or years to which it
      applies.

            


    

    


    
      	
              (g)  

            	
              Short-Term Deferrals.
      Compensation that meets the definition of a “short-term deferral”
      described in Treas. Reg. Section 1.409A-1(b)(4) may be deferred in
      accordance with the rules of Article VII, applied as if the date the
      Substantial Risk of Forfeiture lapses is the date payments were originally
      scheduled to commence, provided, however, that the provisions of Section
      7.3 shall not apply to payments attributable to a Change in Control (as
      defined in Treas. Reg. Section
1.409A-3(i)(5)).

            


    

    


    
      	
              (h)  

            	
              Certain Forfeitable
      Rights. With respect to a legally binding right to a payment in a
      subsequent year that is subject to a forfeiture condition requiring the
      Participant’s continued services for a period of at least twelve months
      from the date the Participant obtains the legally binding right, an
      election to defer such Compensation may be made on or before the 30th day
      after the Participant obtains the legally binding right to the
      Compensation, provided that the election is made at least twelve months in
      advance of the earliest date at which the forfeiture condition could
      lapse. The Compensation Deferral Agreement described in this paragraph
      becomes irrevocable after such 30th day. If the forfeiture condition
      applicable to the payment lapses before the end of the required service
      period as a result of the Participant’s death or disability (as defined in
      Treas. Reg. Section 1.409A-3(i)(4)) or upon a Change in Control (as
      defined in Treas. Reg. Section 1.409A-3(i)(5)), the Compensation Deferral
      Agreement will be void unless it would be considered timely under another
      rule described in this Section.

            


    

    


    
      	
              (i)  

            	
              “Evergreen” Deferral
      Elections. The Committee, in its discretion, may provide in the
      Compensation Deferral Agreement that such Compensation Deferral Agreement
      will continue in effect for each subsequent year or performance period.
      Such “evergreen” Compensation Deferral Agreements will become effective
      with respect to an item of Compensation on the date such election becomes
      irrevocable under this Section 4.2. An evergreen Compensation Deferral
      Agreement may be terminated or modified prospectively with respect to
      Compensation for which such election remains revocable under this Section
      4.2. A Participant whose Compensation Deferral Agreement is cancelled in
      accordance with Section 4.6 will be required to file a new Compensation
      Deferral Agreement under this Article IV in order to recommence Deferrals
      under the Plan.

            


    

    


    
      	
              4.3

            	
              Allocation of
      Deferrals and Company Contributions.  A Compensation
      Deferral Agreement may allocate Deferrals and Company Contributions to one
      or more Specified Date Accounts and/or to the Retirement/Termination
      Account.   Company Contributions that are
      made  pursuant to Sections 5.1, 5.2, or 5.3 shall be allocated
      to Specified Date Accounts and/or to the Retirement/Termination Account in
      the same proportion as elected by the Participant with respect to base
      salary for the Plan Year during which the Company Contribution is
      made.  The Committee may, in its discretion, establish a minimum
      deferral period for Specified Date Accounts (for example, the third Plan
      Year following the year Compensation subject to the Compensation Deferral
      Agreement is earned).

            


    

    


    
      	
              4.4

            	
              Deductions from
      Pay. The Committee has the authority to determine the payroll
      practices under which any component of Compensation subject to a
      Compensation Deferral Agreement will be deducted from a Participant’s
      Compensation.

            


    

    


    
      	
              4.5

            	
              Vesting.
      Participant Deferrals shall be 100% vested at all
      times.

            


    

    


    
      	
              4.6  

            	
              Cancellation of
      Deferrals. The Committee shall cancel a Participant’s Deferrals (i)
      for the balance of the Plan Year in which an Unforeseeable Emergency
      payment is made, (ii) if the Participant receives a hardship distribution
      under the Employer’s qualified 401(k) plan, through the end of the Plan
      Year in which the six-month anniversary of the hardship distribution
      falls, and (iii) during periods in which the Participant is unable to
      perform the duties of his or her position or any substantially similar
      position due to a mental or physical impairment that can be expected to
      result in death or last for a continuous period of at least six
      months.

            


    

    


    
      	
              4.7  

            	
              Transition Relief;
      Deferral Elections Filed by March 15, 2005. Notwithstanding the
      foregoing and any other provisions in the Plan concerning timing of
      initial deferral elections to the contrary, the Plan Administrator has the
      authority, pursuant to transition relief provided in Q&A 21 of Notice
      2005-1, to permit Participants to make or modify Deferral Elections with
      respect to Deferrals subject to Code Section 409A that relate all or in
      part to services performed on or before December 31, 2005, so long as: (i)
      a Deferral Election with respect to such compensation is properly filed
      with the Committee prior to March 15, 2005; and (ii) the amounts to which
      the Deferral Election relate have not been paid or become payable prior to
      the election.

            


    

    


    
      	
              4.8  

            	
              Transition Relief;
      Revocation, Termination During 2005.  Notwithstanding any
      provisions in the Plan concerning the prohibition of payments to
      Participants upon a termination of participation in the Plan or the
      cancellation of a Deferral Election during a Plan Year to the contrary,
      the Plan Administrator has the authority, pursuant to transition relief
      provided in Q&A 20 of Notice 2005-1, to permit a Participant, pursuant
      to procedures established by the Plan Administrator, to: (i) elect to
      terminate, or partially terminate, participation in the Plan and receive
      payment of that portion of his or her vested Account Balance payable under
      the Plan corresponding to the portion of the Plan to which the termination
      applies; or (ii) elect to cancel or reduce a Deferral Election with regard
      to amounts subject to Code Section 409A.  An election by a
      Participant permitted in (i) or (ii) above, shall be made and shall result
      in payment no later than December 31,
2005.

            


    

    


    Article
V

    Company
Contributions

     

    
      	
              5.1  

            	
              Base
      Contributions.  Each Participating Employer that sponsors
      the Roper Industries, Inc. Employees’ Retirement Savings 003 Plan (the
      “003 plan”) shall credit a Company Contribution to the Account(s) of
      Participants whose “employer base accounts” in the “003 Plan” are credited
      with “base contributions” in an amount equal to 3% of such Participant’s
      Compensation that is in excess of the Code Section 401(a)(17)
      limit.

            


    

    


    
      	
              5.2 

            	
              Nonqualified Matching
      Contributions..  Each Participating Employer shall credit
      a Company “Matching” Contribution to the Account(s) of Participants who
      participate in an Applicable Savings Plan (defined herein) in the amount
      equal to (i)  that portion of the Participant’s Compensation
      that the Participant has elected to defer to the Plan multiplied by (ii)
      the matching contribution formula in the Applicable Savings Plan (for
      example, if a Participant elected to defer $50,000 to the Plan and the
      matching contribution formula under the Applicable Savings Plan is 50% of
      the first 6% of Compensation deferred, the Company Contribution under this
      Section 5.2 would be calculated as $50,000 X 6% X 50% =
      $1,500).  “Applicable Saving Plan” shall mean the Participating
      Employer’s qualified defined contribution 401(k)
  plan.

            


    

    


    
      	
              5.3  

            	
              Discretionary Company
      Contributions.  The Participating Employer may, from time
      to time in its sole and absolute discretion, credit Company Contributions
      to any Participant in any amount determined by the Participating Employer.
      Such contributions will be credited to a Participant’s
      Retirement/Termination Account.

            


    

    


    
      	
              5.4  

            	
              Vesting.
      Company Contributions described in Section 5.1, 5.2, and 5.3 above, and
      the Earnings thereon, shall be 100% vested.  Company
      Contributions described in Section 5.4, above, (if any) and the Earnings
      thereon, shall vest in accordance with the vesting scheduled established
      by the Committee at the time that the Company Contribution is made. All
      Company Contributions shall become 100% vested upon the occurrence of the
      earliest of: (i) the death of the Participant while actively employed;
      (ii) the Disability of the Participant while actively employed, (iii)
      Retirement of the Participant, or (iv) a Change in Control.  The
      Participating Employer may, at any time, in its sole discretion, increase
      a Participant’s vested interest in a Company Contribution. The portion of
      a Participant’s Accounts that remains unvested upon his or her Separation
      from Service after the application of the terms of this Section 5.2 shall
      be forfeited.

            


    

    


    
      	
              5.5  

            	
              Non-Employee Directors
      Not Eligible.  For the avoidance of doubt, Non-Employee
      Directors are not eligible for Company Contributions under the
      Plan.

            


    

    


    Article
VI

    Benefits

     

    
      	
              6.1

            	
              Benefits,
      Generally. A Participant shall be entitled to the following
      benefits under the Plan:

            


    

    


    
      	
              (a)  

            	
              Retirement Benefit.
      Upon the Participant’s Separation from Service due to Retirement, he or
      she shall be entitled to a Retirement Benefit. The Retirement Benefit
      shall be equal to the vested portion of the Retirement/Termination
      Account, based on the value of that Account as of the end of the month in
      which Separation from Service occurs. Subject to Section 6.4 hereof, the
      payment date for the Retirement Benefit will be the first day of the month
      following the month in which Separation from Service occurs, provided,
      however, that with respect to a Participant who is a Specified Employee as
      of the date such Participant incurs a Separation from Service, the payment
      date  will be the first day of the seventh month following the
      month in which such Separation from Service occurs.  If the
      Retirement Benefit is to be paid in the form of installments, any
      subsequent installment payments to a Specified Employee will be paid on
      the anniversary of the date the first payment was
  made.

            


    

    


    
      	
              (b)  

            	
              Termination Benefit.
      Upon the Participant’s Separation from Service for reasons other than
      death or Retirement, he or she shall be entitled to a Termination Benefit.
      The Termination Benefit shall be equal to the vested portion of the
      Retirement/Termination Account, based on the value of that Account as of
      the end of the month in which Separation from Service
      occurs.  Subject to Section 6.4 hereof, the payment date for the
      Termination Benefit will be the first day of the month following the month
      in which Separation from Service occurs, provided, however, that with
      respect to a Participant who is a Specified Employee as of the date such
      Participant incurs a Separation from Service, payment will be made on the
      first day of the seventh month following the month in which such
      Separation from Service occurs. For the avoidance of doubt, Non-Employee
      Directors are not eligible for Termination Benefits under the Plan,
      because Retirement for Non-Employee Directors means Separation from
      Service for any reason.

            


    

    


    
      	
              (c)  

            	
              Specified Date Benefit.
      If the Participant has established one or more Specified Date Accounts, he
      or she shall be entitled to a Specified Date Benefit with respect to each
      such Specified Date Account. The Specified Date Benefit shall be equal to
      the vested portion of the Specified Date Account, based on the value of
      that Account as of the end of the month designated by the Participant at
      the time the Account was established, regardless of whether the
      Participant remains actively employed at the time of distribution of the
      Specified Date Benefit. Subject to Section 6.4 hereof, the payment date
      for the Specified Date Benefit will be the first day of the month
      following the designated month.

            


    

    


    
      	
              (d)  

            	
              Death Benefit. In the event of the
      Participant’s death, his or her designated Beneficiary(ies) shall be
      entitled to a Death Benefit.  The Death Benefit shall be equal
      to the vested portion of the Retirement/Termination Account and the vested
      portion of any unpaid balances in any Specified Date Accounts. The Death
      Benefit shall be based on the value of the Accounts as of the end of the
      month in which death occurred.  Subject to Section 6.4 hereof,
      the payment date for the Death Benefit will be the first day of the month
      following the month in which death of the Participant
      occurred.

            


    

    


    
      	
              (e)  

            	
              Disability Benefit.
      Upon a determination by the Committee that a Participant is Disabled, he
      or she shall be entitled to a Disability Benefit.  The
      Disability Benefit shall be equal to the vested portion of the
      Retirement/Termination Account and the vested portion of any unpaid
      balances in any Specified Date Accounts. The Disability Benefit shall be
      based on the value of the Accounts as of the last day of the month in
      which Disability occurs.  Subject to Section 6.4 hereof, the
      payment date for the Disability Benefit will be the first day of the month
      following the month during which the Participant was judged by the
      Committee to have incurred a Disability.  For the avoidance of
      doubt, Non-Employee Directors are not eligible for Disability Benefits
      under the Plan.

            


    

    


    
      	
              (f)  

            	
              Unforeseeable Emergency
      Payments. A Participant, other than a Non-Employee Director, who
      experiences an Unforeseeable Emergency may submit a written request to the
      Committee to receive payment of all or any portion of his or her vested
      Accounts.  Whether a Participant or Beneficiary is faced with an
      Unforeseeable Emergency permitting an emergency payment shall be
      determined by the Committee based on the relevant facts and circumstances
      of each case, but, in any case, a distribution on account of Unforeseeable
      Emergency may not be made to the extent that such emergency is or may be
      reimbursed through insurance or otherwise, by liquidation of the
      Participant’s assets, to the extent the liquidation of such assets would
      not cause severe financial hardship, or by cessation of Deferrals under
      this Plan. An approval of a payment due to an Unforeseeable Emergency is
      subject to the discretion of the Committee.  If an emergency
      payment is approved by the Committee, the amount of the payment shall not
      exceed the amount reasonably necessary to satisfy the need, taking into
      account the additional compensation that is available to the Participant
      as the result of cancellation of deferrals to the Plan, including amounts
      necessary to pay any taxes or penalties that the Participant reasonably
      anticipates will result from the payment. The amount of the emergency
      payment shall be subtracted first from the vested portion of the
      Participant's Retirement/Termination Account until depleted and then from
      the vested Specified Date Accounts, beginning with the Specified Date
      Account with the latest payment commencement date. Emergency payments
      shall be paid in a single lump sum within the 90-day period following the
      date the payment is approved by the
Committee.

            


    

    


    


    
      	
              6.2

            	
              Form of
      Payment.

            


    

    


    
      	
              (a)  

            	
              Retirement Benefit. A
      Participant who is entitled to receive a Retirement Benefit shall receive
      payment of such benefit in a single lump sum, unless the Participant
      elects on his or her initial Compensation Deferral Agreement to have such
      benefit paid in one of the following alternative forms of payment (i)
      substantially equal annual installments over a period of two to ten years,
      as elected by the Participant; or (ii) a lump sum payment of a percentage
      of the balance in the Retirement/Termination Account, with the balance
      paid in substantially equal annual installments over a period of two to
      ten years, as elected by the
Participant.

            


    

    


    
      	
              (b)  

            	
              Termination Benefit. A
      Participant who is entitled to receive a Termination Benefit shall receive
      payment of such benefit in a single lump sum.  For the avoidance
      of doubt, Non-Employee Directors are not eligible for Termination Benefits
      under the Plan.

            


    

    


    
      	
              (c)  

            	
              Specified Date Benefit.
      The Specified Date Benefit shall be paid in a single lump sum, unless the
      Participant elects on the Compensation Deferral Agreement with which the
      account was established to have the Specified Date Account paid in
      substantially equal annual installments over a period of two to five
      years, as elected by the
Participant.

            


    

    


    
      	
              (d)  

            	
              Death Benefit. A
      designated Beneficiary who is entitled to receive a Death Benefit shall
      receive payment of such benefit in a single lump
  sum.

            


    

    


    
      	
              (e)  

            	
              Disability
      Benefit.  A Participant who is entitled to receive a
      Disability Benefit shall receive payment of such benefit in a single lump
      sum, unless the Participant elects on his or her initial Compensation
      Deferral Agreement to have such benefit paid in accordance with the
      Payment Schedule for his or her Retirement
  Benefit.

            


    

    


    
      	
              (f)  

            	
              Small Account Balances.
      The Committee may, in its sole discretion which shall be evidenced in
      writing no later than the date of payment, elect to pay the value of the
      Participant’s Accounts upon a Separation from Service in a single lump sum
      if the balance of such Accounts is not greater than the applicable dollar
      amount under Code Section 402(g)(1)(B), provided the payment represents
      the complete liquidation of the Participant’s interest in the
      Plan.

            


    

    


    
      	
              (g)  

            	
              Rules Applicable to
      Installment Payments. If a Payment Schedule specifies installment
      payments, annual payments will be made beginning as of the payment
      commencement date for such installments and shall continue on each
      anniversary thereof until the number of installment payments specified in
      the Payment Schedule has been paid. The amount of each installment payment
      shall be determined by dividing (a) by (b), where (a) equals the Account
      Balance as of the Valuation Date and (b) equals the remaining number of
      installment payments.

            


    

    


    For
purposes of Article VII, installment payments will be treated as a single form
of payment. If a lump sum equal to less than 100% of the Retirement/Termination
Account is paid, the payment commencement date for the installment form of
payment will be the first anniversary of the payment of the lump
sum.

    


    


    
      	
              6.3  

            	
              Acceleration of or
      Delay in Payments. The Committee, in its sole and absolute
      discretion, may elect to accelerate the time or form of payment of a
      benefit owed to the Participant hereunder, provided such acceleration is
      permitted under Treas. Reg. Section 1.409A-3(j)(4). The Committee may
      also, in its sole and absolute discretion, delay the time for payment of a
      benefit owed to the Participant hereunder, to the extent permitted under
      Treas. Reg. Section 1.409A-2(b)(7). If the Plan receives a domestic
      relations order (within the meaning of Code Section 414(p)(1)(B))
      directing that all or a portion of a Participant’s Accounts be paid to an
      “alternate payee,” any amounts to be paid to the alternate payee(s) shall
      be paid in a single lump sum.

            


    

    


    
      	
              6.4  

            	
              Payments Treated as
      Made on the Designated Payment Date.  Payments made on
      the payment date specified in the Plan, or on a later date within the same
      taxable year of the Participant or Beneficiary, or, if later, by the
      fifteenth (15th)
      day of the third calendar month following the payment date specified in
      the Plan shall be treated as having been made on the payment date;
      provided, however, that the Participant or Beneficiary is not permitted,
      directly or indirectly, to designate the taxable year of the
      payment.  In addition, payments made no earlier than 30 days
      before the designated payment date will likewise be treated as having been
      made on the payment date so long as the Participant or Beneficiary is not
      permitted, directly or indirectly, to designate the taxable year of the
      payment.  The foregoing shall be administered in compliance with
      the provisions of Regulation 1.409A-3(d), which Regulation may authorize
      other instances in which payments made after the payment date shall be
      treated as having been made on the payment
date.

            


    

    


    Article
VII

    Modifications
to Payment Schedules

     

    
      	
              7.1

            	
              Participant’s Right to
      Modify.  A Participant may modify any or all of the
      alternative Payment Schedules with respect to an Account, consistent with
      the permissible Payment Schedules available under the Plan, provided such
      modification complies with the requirements of this Article
      VII.

            


    

    


    
      	
              7.2

            	
              Time of
      Election. The date on which a modification election is submitted to
      the Committee must be at least twelve months prior to the date on which
      payment is scheduled to commence under the Payment Schedule in effect
      prior to the modification.

            


    

    


    
      	
              7.3

            	
              Date of Payment under
      Modified Payment Schedule. Except with respect to modifications
      that relate to the payment of a Death Benefit or a Disability Benefit, the
      date payments are to commence under the modified Payment Schedule must be
      no earlier than five years after the date payment would have commenced
      under the original Payment Schedule. Under no circumstances may a
      modification election result in an acceleration of payments in violation
      of Code Section 409A.

            


    

    


    
      	
              7.4

            	
              Effective Date.
      A modification election submitted in accordance with this Article VII is
      irrevocable upon receipt by the Committee and becomes effective 12 months
      after such date.

            


    

    


    
      	
              7.5  

            	
              Effect on
      Accounts. An election to modify a Payment Schedule is specific to
      the Account or payment event to which it applies, and shall not be
      construed to affect the Payment Schedules of any other
      Accounts.

            


    

    


    
      	
              7.6  

            	
              Transition Relief
      Modifications.  Notwithstanding the foregoing, prior to
      January 1, 2009, the Committee may permit a Participant to modify any or
      all of the alternative Payment Schedules with respect to an Account,
      consistent with the permissible Payment Schedules available under the
      Plan, and without regard to Sections 7.2, 7.3 and 7.4 hereof, provided
      such modification complies with the requirements of IRS Notice
      2007-86.

            


    

    


    Article
VIII

    Valuation
of Account Balances; Investments

     

    
      	
              8.1

            	
              Valuation.
      Deferrals shall be credited to appropriate Accounts on the date such
      Compensation would have been paid to the Participant absent the
      Compensation Deferral Agreement. Company Contributions shall be credited
      to the Retirement/Termination Account at the times determined by the
      Committee. Valuation of Accounts shall be performed under procedures
      approved by the Committee.

            


    

    


    
      	
              8.2

            	
              Earnings
      Credit. Each Account will be credited with Earnings on each
      Business Day, based upon the Participant’s investment allocation among a
      menu of investment options selected in advance by the Committee, in
      accordance with the provisions of this Article VIII (“investment
      allocation”).

            


    

    


    
      	
              8.3

            	
              Investment
      Options. Investment options will be determined by the Committee.
      The Committee, in its sole discretion, shall be permitted to add or remove
      investment options from the Plan menu from time to time, provided that any
      such additions or removals of investment options shall not be effective
      with respect to any period prior to the effective date of such
      change.

            


    

    


    
      	
              8.4

            	
              Investment
      Allocations. A Participant’s investment allocation constitutes a
      deemed, not actual, investment among the investment options comprising the
      investment menu. At no time shall a Participant have any real or
      beneficial ownership in any investment option included in the investment
      menu, nor shall the Participating Employer or any trustee acting on its
      behalf have any obligation to purchase actual securities as a result of a
      Participant’s investment allocation. A Participant’s investment allocation
      shall be used solely for purposes of adjusting the value of a
      Participant’s Account Balances.

            


    

    


    A
Participant shall specify an investment allocation for each of his Accounts in
accordance with procedures established by the Committee.  Except as
otherwise provided by the Committee, the following provisions of this Section
8.4 shall apply to allocations under the Plan.  Allocation among the
investment options must be designated in increments of 1%.  The
Participant’s investment allocation will become effective on the same Business
Day or, in the case of investment allocations received after a time specified by
the Committee, the next Business Day.

    


    A
Participant may change an investment allocation on any Business Day, both with
respect to future credits to the Plan and with respect to existing Account
Balances, in accordance with procedures adopted by the Committee. Changes shall
become effective on the same Business Day or, in the case of investment
allocations received after a time specified by the Committee, the next Business
Day, and shall be applied prospectively.

    


    
      	
              8.5

            	
              Unallocated Deferrals
      and Accounts. If the Participant fails to make an investment
      allocation with respect to an Account, such Account shall be invested in
      an investment option, the primary objective of which is the preservation
      of capital, as determined by the
Committee.

            


    

    


    Article
IX

    Administration

     

    
      	
              9.1

            	
              Plan
      Administration. This Plan shall be administered by the Committee
      which shall have discretionary authority to make, amend, interpret and
      enforce all appropriate rules and regulations for the administration of
      this Plan and to utilize its discretion to decide or resolve any and all
      questions, including but not limited to eligibility for benefits and
      interpretations of this Plan and its terms, as may arise in connection
      with the Plan. Claims for benefits shall be filed with the Committee and
      resolved in accordance with the claims procedures in Article
      XII.

            


    

    


    
      	
              9.2

            	
              Administration Upon
      Change in Control.  Upon a Change in Control of the
      Company (not of a Participating Employer), the Committee, as constituted
      immediately prior to such Change in Control, shall continue to act as the
      Committee.  The individual who was the Chief Executive Officer
      of the Company (or if such person is unable or unwilling to act, the next
      highest ranking officer) prior to the Change in Control shall have the
      authority (but shall not be obligated) to appoint an independent third
      party to act as the Committee.

            


    

    


    Upon such
Change in Control, the Company may not remove the Committee, unless 2/3rds of
the members of the Board of Directors of the Company and a majority of
Participants and Beneficiaries with Account Balances consent to the removal and
replacement Committee. Notwithstanding the foregoing, neither the Committee nor
the officer described above shall have authority to direct investment of trust
assets under any rabbi trust described in Section 11.2.

    


    The
Participating Employer shall, with respect to the Committee identified under
this Section, (i) pay all reasonable expenses and fees of the Committee, (ii)
indemnify the Committee (including individuals serving as Committee) against any
costs, expenses and liabilities including, without limitation, attorneys’ fees
and expenses arising in connection with the performance of the Committee
hereunder, except with respect to matters resulting from the Committee’s gross
negligence or willful misconduct and (iii) supply full and timely information to
the Committee on all matters related to the Plan, any rabbi trust, Participants,
Beneficiaries and Accounts as the Committee may reasonably require.

    


    
      	
              9.3

            	
              Withholding.
      The Participating Employer shall have the right to withhold from any
      payment due under the Plan (or with respect to any amounts credited to the
      Plan) any taxes required by law to be withheld in respect of such payment
      (or credit). Withholdings with respect to amounts credited to the Plan
      shall be deducted from Compensation that has not been deferred to the
      Plan.

            


    

    


    
      	
              9.4

            	
              Indemnification.
      The Participating Employers shall indemnify and hold harmless each
      employee, officer, director, agent or organization, to whom or to which
      are delegated duties, responsibilities, and authority under the Plan or
      otherwise with respect to administration of the Plan, including, without
      limitation, the Committee and its agents, against all claims, liabilities,
      fines and penalties, and all expenses reasonably incurred by or imposed
      upon him or it (including but not limited to reasonable attorney fees)
      which arise as a result of his or its actions or failure to act in
      connection with the operation and administration of the Plan to the extent
      lawfully allowable and to the extent that such claim, liability, fine,
      penalty, or expense is not paid for by liability insurance purchased or
      paid for by the Participating Employer. Notwithstanding the foregoing, the
      Participating Employer shall not indemnify any person or organization if
      his or its actions or failure to act are due to gross negligence or
      willful misconduct or for any such amount incurred through any settlement
      or compromise of any action unless the Participating Employer consents in
      writing to such settlement or
compromise.

            


    

    


    
      	
              9.5

            	
              Delegation of
      Authority. In the administration of this Plan, the Committee may,
      from time to time, employ agents and delegate to them such administrative
      duties as it sees fit, and may from time to time consult with legal
      counsel who shall be legal counsel to the
  Company.

            


    

    


    
      	
              9.6

            	
              Binding Decisions or
      Actions. The decision or action of the Committee in respect of any
      question arising out of or in connection with the administration,
      interpretation and application of the Plan and the rules and regulations
      thereunder shall be final and conclusive and binding upon all persons
      having any interest in the Plan.

            


    

    


    Article
X

    Amendment
and Termination

     

    
      	
              10.1

            	
              Amendment and
      Termination. The Company may at any time and from time to time
      amend the Plan or may terminate the Plan as provided in this Article X.
      Each Participating Employer may also terminate its participation in the
      Plan.

            


    

    


    
      	
              10.2

            	
              Amendments. The
      Company, by action taken by its Board of Directors, may amend the Plan at
      any time and for any reason, provided that any such amendment shall not
      reduce the vested Account Balances of any Participant accrued as of the
      date of any such amendment or restatement (as if the Participant had
      incurred a voluntary Separation from Service on such date) or reduce any
      rights of a Participant under the Plan or other Plan features with respect
      to Deferrals made prior to the date of any such amendment or restatement
      without the consent of the Participant. The Board of Directors of the
      Company may delegate to the Committee the authority to amend the Plan
      without the consent of the Board of Directors for the purpose of (i)
      conforming the Plan to the requirements of law, (ii) facilitating the
      administration of the Plan, (iii) clarifying provisions based on the
      Committee’s interpretation of the document and (iv) making such other
      amendments as the Board of Directors may
  authorize.

            


    

    


    
      	
              10.3

            	
              Termination.
      The Company, by action taken by its Board of Directors, may terminate the
      Plan and pay Participants and Beneficiaries their Account Balances in a
      single lump sum at any time, to the extent and in accordance with Treas.
      Reg. Section 1.409A-3(j)(4)(ix). If a Participating Employer terminates
      its participation in the Plan, the benefits of affected Employees shall be
      paid at the time provided in Article
VI.

            


    

    


    
      	
              10.4

            	
              Application of Code
      Section 409A. The Plan is intended to constitute a plan of deferred
      compensation that meets the requirements for deferral of income taxation
      under Code Section 409A. The Committee, pursuant to its authority to
      interpret the Plan, is to interpret the Plan in a manner so as to comply
      with Section 409A.  

            


    

    


    


    Article
XI

    Informal
Funding

     

    
      	
              11.1

            	
              General Assets.
      Obligations established under the terms of the Plan may be satisfied from
      the general funds of the Participating Employers, or a trust described in
      this Article XI. No Participant, spouse or Beneficiary shall have any
      right, title or interest whatever in assets of the Participating
      Employers. Nothing contained in this Plan, and no action taken pursuant to
      its provisions, shall create or be construed to create a trust of any
      kind, or a fiduciary relationship, between the Participating Employers and
      any Employee, spouse, or Beneficiary. To the extent that any person
      acquires a right to receive payments hereunder, such rights are no greater
      than the right of an unsecured general creditor of the Participating
      Employer.

            


    

    


    
      	
              11.2

            	
              Rabbi Trust. A
      Participating Employer may, in its sole discretion, establish a grantor
      trust, commonly known as a rabbi trust, as a vehicle for accumulating
      assets to pay benefits under the Plan. Payments under the Plan may be paid
      from the general assets of the Participating Employer or from the assets
      of any such rabbi trust. Payment from any such source shall reduce the
      obligation owed to the Participant or Beneficiary under the
      Plan.

            


    

    


    Article
XII

    Claims

     

    
      	
              12.1

            	
              Filing a Claim.
      Any controversy or claim arising out of or relating to the Plan shall be
      filed in writing with the Committee which shall make all determinations
      concerning such claim. Any claim filed with the Committee and any decision
      by the Committee denying such claim shall be in writing and shall be
      delivered to the Participant or Beneficiary filing the claim (the
      “Claimant”).

            


    

    


    
      	
               
      

            	
              (a)

            	
              In General. Notice of a
      denial of benefits (other than Disability benefits) will be provided
      within ninety (90) days of the Committee’s receipt of the Claimant's claim
      for benefits. If the Committee determines that it needs additional time to
      review the claim, the Committee will provide the Claimant with a notice of
      the extension before the end of the initial ninety (90) day period. The
      extension will not be more than ninety (90) days from the end of the
      initial ninety (90) day period and the notice of extension will explain
      the special circumstances that require the extension and the date by which
      the Committee expects to make a
decision.

            


    

    


    
      	
               
      

            	
              (b)

            	
              Disability Benefits.
      Notice of denial of Disability benefits will be provided within forty-five
      (45) days of the Committee’s receipt of the Claimant’s claim for
      Disability benefits. If the Committee determines that it needs additional
      time to review the Disability claim, the Committee will provide the
      Claimant with a notice of the extension before the end of the initial
      forty-five (45) day period. If the Committee determines that a decision
      cannot be made within the first extension period due to matters beyond the
      control of the Committee, the time period for making a determination may
      be further extended for an additional thirty (30) days. If such an
      additional extension is necessary, the Committee shall notify the Claimant
      prior to the expiration of the initial thirty (30) day extension. Any
      notice of extension shall indicate the circumstances necessitating the
      extension of time, the date by which the Committee expects to furnish a
      notice of decision, the specific standards on which such entitlement to a
      benefit is based, the unresolved issues that prevent a decision on the
      claim and any additional information needed to resolve those issues. A
      Claimant will be provided a minimum of forty-five (45) days to submit any
      necessary additional information to the Committee. In the event that a
      thirty (30) day extension is necessary due to a Claimant’s failure to
      submit information necessary to decide a claim, the period for furnishing
      a notice of decision shall be tolled from the date on which the notice of
      the extension is sent to the Claimant until the earlier of the date the
      Claimant responds to the request for additional information or the
      response deadline.

            


    

    


    
      	
               
      

            	
              (c)

            	
              Contents of Notice. If
      a claim for benefits is completely or partially denied, notice of such
      denial shall be in writing and shall set forth the reasons for denial in
      plain language. The notice shall (i) cite the pertinent provisions of the
      Plan document and (ii) explain, where appropriate, how the Claimant can
      perfect the claim, including a description of any additional material or
      information necessary to complete the claim and why such material or
      information is necessary. The claim denial also shall include an
      explanation of the claims review procedures and the time limits applicable
      to such procedures, including a statement of the Claimant’s right to bring
      a civil action under Section 502(a) of ERISA following an adverse decision
      on review. In the case of a complete or partial denial of a Disability
      benefit claim, the notice shall provide a statement that the Committee
      will provide to the Claimant, upon request and free of charge, a copy of
      any internal rule, guideline, protocol, or other similar criterion that
      was relied upon in making the
decision.

            


    

    


    
      	
              12.2

            	
              Appeal of Denied
      Claims. A Claimant whose claim has been completely or partially
      denied shall be entitled to appeal the claim denial by filing a written
      appeal with a committee designated to hear such appeals (the “Appeals
      Committee”). A Claimant who timely requests a review of the denied claim
      (or his or her authorized representative) may review, upon request and
      free of charge, copies of all documents, records and other information
      relevant to the denial and may submit written comments, documents, records
      and other information relevant to the claim to the Appeals Committee. All
      written comments, documents, records, and other information shall be
      considered “relevant” if the information (i) was relied upon in making a
      benefits determination,(ii) was submitted, considered or generated in the
      course of making a benefits decision regardless of whether it was relied
      upon to make the decision, or (iii) demonstrates compliance with
      administrative processes and safeguards established for making benefit
      decisions.  The Appeals Committee may, in its sole discretion
      and if it deems appropriate or necessary, decide to hold a hearing with
      respect to the claim appeal.

            


    

    


    
      	
              (a)  

            	
              In General. Appeal of a
      denied benefits claim (other than a Disability benefits claim) must be
      filed in writing with the Appeals Committee no later than sixty (60) days
      after receipt of the written notification of such claim denial. The
      Appeals Committee shall make its decision regarding the merits of the
      denied claim within sixty (60) days following receipt of the appeal (or
      within one hundred and twenty (120) days after such receipt, in a case
      where there are special circumstances requiring extension of time for
      reviewing the appealed claim). If an extension of time for reviewing the
      appeal is required because of special circumstances, written notice of the
      extension shall be furnished to the Claimant prior to the commencement of
      the extension. The notice will indicate the special circumstances
      requiring the extension of time and the date by which the Appeals
      Committee expects to render the determination on review. The review will
      take into account comments, documents, records and other information
      submitted by the Claimant relating to the claim without regard to whether
      such information was submitted or considered in the initial benefit
      determination.

            


    

    


    
      	
              (b)  

            	
              Disability Benefits.
      Appeal of a denied Disability benefits claim must be filed in writing with
      the Appeals Committee no later than one hundred eighty (180) days after
      receipt of the written notification of such claim denial. The review shall
      be conducted by the Appeals Committee (exclusive of the person who made
      the initial adverse decision or such person’s subordinate). In reviewing
      the appeal, the Appeals Committee shall (i) not afford deference to the
      initial denial of the claim, (ii) consult a medical professional who has
      appropriate training and experience in the field of medicine relating to
      the Claimant’s disability and who was neither consulted as part of the
      initial denial nor is the subordinate of such individual and (iii)
      identify the medical or vocational experts whose advice was obtained with
      respect to the initial benefit denial, without regard to whether the
      advice was relied upon in making the decision. The Appeals Committee shall
      make its decision regarding the merits of the denied claim within
      forty-five (45) days following receipt of the appeal (or within ninety
      (90) days after such receipt, in a case where there are special
      circumstances requiring extension of time for reviewing the appealed
      claim). If an extension of time for reviewing the appeal is required
      because of special circumstances, written notice of the extension shall be
      furnished to the Claimant prior to the commencement of the extension. The
      notice will indicate the special circumstances requiring the extension of
      time and the date by which the Appeals Committee expects to render the
      determination on review. Following its review of any additional
      information submitted by the Claimant, the Appeals Committee shall render
      a decision on its review of the denied
claim.

            


    

    


    
      	
              (c)  

            	
              Contents of Notice. If
      a benefits claim is completely or partially denied on review, notice of
      such denial shall be in writing and shall set forth the reasons for denial
      in plain language.

            


    

    


    The
decision on review shall set forth (i) the specific reason or reasons for the
denial, (ii) specific references to the pertinent Plan provisions on which the
denial is based, (iii) a statement that the Claimant is entitled to receive,
upon request and free of charge, reasonable access to and copies of all
documents, records, or other information relevant (as defined above) to the
Claimant’s claim, and (iv) a statement describing any voluntary appeal
procedures offered by the plan and a statement of the Claimant’s right to bring
an action under Section 502(a) of ERISA.

    


    
      	
              (d)  

            	
              For
      the denial of a Disability benefit, the notice will also include a
      statement that the Appeals Committee will provide, upon request and free
      of charge, (i) any internal rule, guideline, protocol or other similar
      criterion relied upon in making the decision, (ii) any medical opinion
      relied upon to make the decision and (iii) the required statement under
      Section 2560.503-1(j)(5)(iii) of the Department of Labor
      regulations.

            


    

    


    


    
      	
              12.4

            	
              Legal Action. A
      Claimant may not bring any legal action, including commencement of any
      arbitration, relating to a claim for benefits under the Plan unless and
      until the Claimant has followed the claims procedures under the Plan and
      exhausted his or her administrative remedies under such claims
      procedures.

            


    

    


    If a
Participant or Beneficiary prevails in a legal proceeding brought under the Plan
to enforce the rights of such Participant or any other similarly situated
Participant or Beneficiary, in whole or in part, the Participating Employer
shall reimburse such Participant or Beneficiary for all legal costs, expenses,
attorneys’ fees and such other liabilities incurred as a result of such
proceedings. If the legal proceeding is brought in connection with a Change in
Control, or a “change in control” as defined in a rabbi trust described in
Section 11.2, the Participant or Beneficiary may file a claim directly with the
trustee for reimbursement of such costs, expenses and fees. For purposes of the
preceding sentence, the amount of the claim shall be treated as if it were an
addition to the Participant’s or Beneficiary’s Account.

    


    
      	
              12.5

            	
              Discretion of Appeals
      Committee. All interpretations, determinations and decisions of the
      Appeals Committee with respect to any claim shall be made in its sole
      discretion, and shall be final and
conclusive.

            


    

    


    


    Article
XIII

    General
Provisions

     

    
      	
              13.1

            	
              Anti-assignment
      Rule. No interest of any Participant, spouse or Beneficiary under
      this Plan and no benefit payable hereunder shall be assigned as security
      for a loan, and any such purported assignment shall be null, void and of
      no effect, nor shall any such interest or any such benefit be subject in
      any manner, either voluntarily or involuntarily, to anticipation, sale,
      transfer, assignment or encumbrance by or through any Participant, spouse
      or Beneficiary. Notwithstanding anything to the contrary herein, however,
      the Committee has the discretion to make payments to an alternate payee in
      accordance with the terms of a domestic relations order (as defined in
      Code Section 414(p)(1)(B)).

            


    

    


    The
Company may assign any or all of its liabilities under this Plan in connection
with any restructuring, recapitalization, sale of assets or other similar
transactions affecting a Participating Employer without the consent of the
Participant.

    


    
      	
              13.2

            	
              No Legal or Equitable
      Rights or Interest. No Participant or other person shall have any
      legal or equitable rights or interest in this Plan that are not expressly
      granted in this Plan. Participation in this Plan does not give any person
      any right to be retained in the service of the Participating Employer. The
      right and power of a Participating Employer to dismiss or discharge an
      Employee is expressly reserved. The Participating Employers make no
      representations or warranties as to the tax consequences to a Participant
      or a Participant’s beneficiaries resulting from a deferral of income
      pursuant to the Plan.

            


    

    


    
      	
              13.3

            	
              No Employment
      Contract. Nothing contained herein shall be construed as
      constituting a contract or agreement between an Employee and a
      Participating Employer or a Non-Employee Director and the Company to the
      effect that the Employee will be employed by the Employer or continue as a
      Director of the Company for any specific
time..

            


    

    


    
      	
              13.4

            	
              Notice. Any
      notice or filing required or permitted to be delivered to the Committee
      under this Plan shall be delivered in writing, in person, or through such
      electronic means as is established by the Committee. Notice shall be
      deemed given as of the date of delivery or, if delivery is made by mail,
      as of the date shown on the postmark on the receipt for registration or
      certification. Written transmission shall be sent by certified mail
      to:

            


    

     

    ROPER
INDUSTRIES, INC.

    ATTN:
DIRECTOR OF HUMAN RESOURCES

    6901
PROFESSIONAL PARKWAY EAST, SUITE 200

    SARASOTA,
FLORIDA  34240

    


    Any
notice or filing required or permitted to be given to a Participant under this
Plan shall be sufficient if in writing or hand-delivered, or sent by mail to the
last known address of  the Participant.

    


    
      	
              13.5

            	
              Headings. The
      headings of Sections are included solely for convenience of reference, and
      if there is any conflict between such headings and the text of this Plan,
      the text shall control.

            


    

    


    
      	
              13.6

            	
              Invalid or
      Unenforceable Provisions. If any provision of this Plan shall be
      held invalid or unenforceable, such invalidity or unenforceability shall
      not affect any other provisions hereof and the Committee may elect in its
      sole discretion to construe such invalid or unenforceable provisions in a
      manner that conforms to applicable law or as if such provisions, to the
      extent invalid or unenforceable, had not been
  included.

            


    

    


    
      	
              13.7

            	
              Lost Participants or
      Beneficiaries. Any Participant or Beneficiary who is entitled to a
      benefit from the Plan has the duty to keep the Committee advised of his or
      her current mailing address. If benefit payments are returned to the Plan
      or are not presented for payment after a reasonable amount of time, the
      Committee shall presume that the payee is missing. The Committee, after
      making such efforts as in its discretion it deems reasonable and
      appropriate to locate the payee, shall stop payment on any uncashed checks
      and may discontinue making future payments until contact with the payee is
      restored.

            


    

    


    
      	
              13.8

            	
              Facility of Payment to
      a Minor.  If a distribution is to be made to a minor, or
      to a person who is otherwise incompetent, then the Committee may, in its
      discretion, make such distribution (i) to the legal guardian, or if none,
      to a parent of a minor payee with whom the payee maintains his or her
      residence, or (ii) to the conservator or committee or, if none, to the
      person having custody of an incompetent payee. Any such distribution shall
      fully discharge the Committee, the Company, and the Plan from further
      liability on account thereof.

            


    

    


    
      	
              13.9

            	
              Governing Law.
      To the extent not preempted by ERISA, the laws of the State of Florida
      shall govern the construction and administration of the
    Plan.

            


    

    


    (Signature
Page Follows)

    


    


    IN
WITNESS WHEREOF, the undersigned executed this Plan as of the _____ day of
_______________, 2008, to be effective as of the Effective Date.

    


    


    Roper
Industries, Inc.

    


    By:
_______________________________ (Print Name)

    


    Its:
________________________________ (Title)

    


    


    _____________________________________________
(Signature)