ex10-21.htm


    Exhibit 10.21

    ROPER
INDUSTRIES, INC.

    
      409A
Amendments to the Offer Letter of Employment with
John Humphrey

      


      This Amendment to the Offer Letter of
Employment Agreement dated as of March 31, 2006 (the “Offer Letter”) between
Roper Industries, Inc. (the “Company”) and John Humphrey (“Executive”) is made
this 30th day of
December 2008.

      


      The Company and Executive have
determined that it is in their best interests to amend the Offer Letter to
include special provisions intended to ensure compliance with Internal Revenue
Code Section 409A relating to deferred compensation.  In consideration
of the mutual covenants contained herein and the continued employment of
Executive by the Company, the parties agree as follows:

      


      1. The
paragraph entitled “Severance” in the Offer Letter is hereby amended by deleting
the words “you will be entitled to receive one year’s severance (monthly
installments) equal to your then-current monthly base salary plus 1 year of
medical benefit coverage” and replacing the same with the
following:

      


      “you will
be entitled to receive one year’s severance equal to your then-current annual
base salary plus 1 year of medical benefit coverage. Unless a delayed payment
date is required under “Section 409A Compliance” below, such severance payment
shall be paid in a lump sum no later than March 15 of the year after the year in
which your employment is terminated without cause.”

       

          2. The Offer
Letter is hereby amended by adding the following paragraphs:

      


      “Section
409A Compliance:

      


      
        	
                o  

              	
                This
      Offer Letter shall be interpreted and administered in a manner so that any
      amount or benefit payable hereunder shall be paid or provided in a manner
      that is either exempt from or compliant with the requirements Section 409A
      of the Internal Revenue Code (the “Code”) and applicable Internal Revenue
      Service guidance and Treasury Regulations issued thereunder (and any
      applicable transition relief under Section 409A of the
    Code).

              


      

      


      
        	
                o  

              	
                Notwithstanding
      anything in this Offer Letter to the contrary, to the extent that any
      amount or benefit that would constitute non-exempt “deferred compensation”
      for purposes of Section 409A of the Code would otherwise be payable or
      distributable hereunder by reason of a change of control or your
      termination of employment, such amount or benefit will not be payable or
      distributable to you by reason of such circumstance unless (i) the
      circumstances giving rise to such change of control or termination of
      employment, as the case, may be, meet any description or definition of
      “change in control event” or “separation from service”, as the case may
      be, in Section 409A of the Code and applicable regulations (without giving
      effect to any elective provisions that may be available under such
      definitions), or (ii) the payment or distribution of such amount or
      benefit would be exempt from the application of Section 409A of the Code
      by reason of the short-term deferral exemption or
      otherwise.  This provision does not prohibit the vesting of any amount
      upon a change of control or termination of employment, however
      defined.  If this provision prevents the payment or distribution
      of any amount or benefit, such payment or distribution shall be made on
      the date, if any, on which an event occurs that constitutes a Section
      409A-compliant “change in control event” or “separation from service,” as
      the case, may be, or such later date as may be required by the following
      paragraph.

              


      

      


      
        	
                o  

              	
                If
      any amount or benefit that would constitute non-exempt “deferred
      compensation” for purposes of Section 409A of the Code would otherwise be
      payable or distributable under this Offer Letter by reason of your
      separation from service during a period in which you are a “specified
      employee” (as defined in Code Section 409A and applicable regulations),
      then payment or commencement of such non-exempt amounts or benefits shall
      be delayed until the earlier of your death or the first day of the seventh
      month following your separation from
service.”

              


      

      


      
        	
                o  

              	
                To
      the extent that your are entitled to be paid or reimbursed for any
      expenses under this Offer Letter (i.e., reimbursement of business
      expenses, provision of automobile or allowance, club dues and expenses,
      financial planning services and similar reimbursements) the amount
      reimbursable in any one calendar year shall not affect the amount
      reimbursable in any other calendar year, and the reimbursement of an
      eligible expense shall be made within thirty (30) days after delivery of
      your respective written requests for payment accompanied with such
      evidence of fees and expenses incurred as the Company reasonably may
      require, but in any event no later than December 31 of the year after the
      year in which the expense was incurred.  Your rights to payment
      or reimbursement of any expenses incurred during your employment pursuant
      to this Offer Letter shall expire no later than December 31 of the year in
      which you terminate employment and shall not be subject to liquidation or
      exchange for another benefit.”

              


      

      


      3.      Except
as expressly amended hereby, the terms of the Offer Letter shall be and remain
unchanged and the Offer Letter as amended hereby shall remain in full force and
effect.

      


      IN WITNESS WHEREOF, the Company and
Executive have caused this Amendment to be duly executed.

      


      ROPER
INDUSTRIES, INC.


      


      By:                /s/
Brian D. Jellison                       
 

      Brian D. Jellison, Chairman, President
and CEO

      


      


           /s/ John
Humphrey         
                
  

      John
Humphrey