ex10-20.htm


    

      
        


      

      
        
          
          

Exhibit
10.20

      

      

      
        
           

        

        
          2160
Satellite Blvd., Suite 200

          Duluth,
GA 30097


        

      

      July 21,
2005

      


      Mr. David
B. Liner

      2221
Bloomfield Woods Ct.

      West
Bloomfield, MI 48323

      


      Re:  Offer
Letter of Employment

      


      Dear
David:

      


      This
letter is to confirm our offer of employment to join Roper Industries Inc.
("Roper" or the "Company") as Vice President, General Counsel and
Secretary.  You will report to the undersigned.  We have
agreed that you will join the Company on August 1, 2005.

      


      Compensation:

      


      
        	
                ·  

              	
                Your
      annual base salary will be $300,000.  Your performance will be
      measured and reviewed as of December 31 of each year starting December 31,
      2005, at which time you will be eligible for a salary
    review.

              


      

      


      
        	
                ·  

              	
                You
      will be eligible for a 2005 incentive bonus of up to 100% of your annual
      base salary, pro-rated for the time you were with the Company in
      2005.

              


      

      


      
        	
                ·  

              	
                You
      will be eligible to participate in the Roper Stock Option
      program.  You will receive 6,000 options at time of hire. Such
      options will vest in equal installments over three
  years.

              


      

      


      
        	
                ·  

              	
                You
      will be eligible to receive restricted stock awards.  You will
      receive 4,000 restricted shares at time of hire.  The shares
      will vest on a 3-year cliff vesting
schedule.

              


      

      
        	
                ·  

              	
                You
      will receive an amount equal to one month’s base salary within 30 days of
      your start date.

              


      

      


      
        	
                ·  

              	
                If
      your employment is terminated by Roper without “cause” (as hereinafter
      defined) or due to your death or permanent disability prior to the 3rd
      anniversary of your start date, these options and shares will immediately
      vest on the termination date.

              


      

      


      Employee
Benefits:

      


      
        	
                ·  

              	
                You
      will be eligible for all Company employee benefits available to Roper’s
      corporate officers including disability, health, dental, vision, life
      insurance, a 401-K Plan (subject to its six-month waiting period) under
      which the Company would make base and matching contributions of up to
      7-1/2% of your salary and a non-qualified deferred compensation plan (no
      waiting period).  Details of these and other benefits will be
      provided in materials that will be sent to you.  Coverage will
      commence on your start date with Roper to the extent permitted under the
      applicable plans.

              


      

      


      
        	
                ·  

              	
                Customary
      vacation, holidays and sick leave and business expense reimbursement,
      including expenses relating to bar association memberships and the cost of
      continuing legal education.

              


      

      


      
        	
                ·  

              	
                An
      Executive Financial Planning allowance will be provided for an advisor of
      your choice with accreditations: CPA, CFA or
JD.

              


      

      


      
        	
                 
      

              	
                Auto
      Car Allowance:

              


      

      


      
        	
                ·  

              	
                Roper
      will lease an automobile of your choice for your use under its corporate
      officer program.

              


      

      


      
        	
                 
      

              	
                Relocation:

              


      

      


      
        	
                ·  

              	
                Roper
      will reimburse (and gross up) the customary moving and relocation expenses
      you incur at the time of your relocation and will provide reasonable
      temporary accommodations per Roper’s policy for corporate officers until
      your relocation.  If you decide to keep your current home in
      Michigan, the Company will consider, at my sole discretion, making a cash
      payment to you to help defray the cost of setting up a new residence near
      our corporate office, provided, however, that such payment, if any, will
      not exceed the amount that you otherwise would have received if you had
      sold your home in Michigan and moved your
  belongings.

              


      

      


      
        	
                 
      

              	
                Severance:

              


      

      


      
        	
                ·  

              	
                If
      Roper terminates your employment without cause (as used herein, “cause”
      shall mean your commission of any crime involving the funds or the assets
      of the Company, your willful breach of the Company’s ethical and other
      policies and guidelines of conduct applicable to you, your personal
      conduct or misbehavior which is substantially detrimental or threatening
      to the reputation, prospects, welfare or security of the Company, or your
      continued non-performance of duties in the manner requested by the Chief
      Executive Officer after written notice thereof), you will be entitled to
      receive one year’s severance (monthly installments) equal to your
      then-current monthly base salary and annual bonus, plus 1 year of medical
      benefit coverage.  

              


      

      


      Change of
Control:

      


      
        	
                ·  

              	
                If
      a “change of control” occurs, all stock options, shares of restricted
      stock, and any other equity-based awards held by you which are described
      in this letter will become fully vested on the date of such change of
      control.  As used herein, “change of control” shall mean that
      the control of the majority interest in Roper’s common stock passes to a
      single individual or entity (including related parties) or that Roper
      merges with another unrelated company and the shareholders of that other
      company control more than 50% of the common stock of the merged
      entity.

              


      

      


      David, we
look forward to you joining the Roper team.

      


      Sincerely
yours,                                                                           Accepted
by:

      


      /s/ Brian D.
Jellison

      Brian D.
Jellison                                                                           /s/ David B.
Liner

      Chairman,
President &
CEO                                                       David
B. Liner

      Date:  __________________________