ex10-19.htm


     

    
      Exhibit
10.19


       

       

       

       

       

       

       

       

       

      


      ROPER
INDUSTRIES, INC.

      DIRECTOR
COMPENSATION PLAN

      


      


      


      


      


      


      


      


      



      
        
          
             

             

             

          

           


        

        
           


           


        

        
           


        

      


      


      ROPER
INDUSTRIES, INC.

      DIRECTOR
COMPENSATION PLAN

      


      TABLE
OF CONTENTS

      
        
          	
                  ARTICLE
      1  PURPOSE

                	
                  1

                
	
                  1.1           Background

                	
                  1

                
	
                  1.2           Purpose

                	
                  1

                
	
                  1.3           Eligibility

                	
                  1

                
	
                  ARTICLE
      2  DEFINITIONS

                	
                  1

                
	
                  2.1           Definitions

                	
                  1

                
	
                  ARTICLE
      3  ADMINISTRATION

                	
                  3

                
	
                  3.1           Administration

                	
                  3

                
	
                  3.2           Reliance

                	
                  3

                
	
                  3.3           Indemnification

                	
                  4

                
	
                  ARTICLE
      4  SHARES

                	
                  4

                
	
                  4.1           Source
      of Shares for the Plan

                	
                  4

                
	
                  ARTICLE
      5  CASH COMPENSATION

                	
                  4

                
	
                  5.1           Basic
      Annual Cash Retainer

                	
                  4

                
	
                  5.2           Supplemental
      Annual Cash Retainer

                	
                  4

                
	
                  5.3           Meeting
      Fees

                	
                  5

                
	
                  5.4           Travel
      Expense Reimbursement

                	
                  5

                
	
                  5.5           Deferral
      of Cash Compensation

                	
                  5

                
	
                  ARTICLE
      6  EQUITY COMPENSATION

                	
                  5

                
	
                  6.1           Equity
      Awards

                	
                  5

                
	
                  6.2           Restricted
      Stock Units

                	
                  5

                
	
                  6.3           
      Award Certificates

                	
                  7

                
	
                  6.4           Adjustments

                	
                  7

                
	
                  6.5           Tax
      Matters

                	
                  7

                
	
                  ARTICLE
      7  AMENDMENT, MODIFICATION AND
TERMINATION

                	
                  8

                
	
                  7.1           Amendment,
      Modification and Termination

                	
                  8

                
	
                  ARTICLE
      8  GENERAL PROVISIONS

                	
                  8

                
	
                  8.1           Adjustments

                	
                  8

                
	
                  8.2           Duration
      of the Plan

                	
                  8

                
	
                  8.3           Expenses
      of the Plan

                	
                  8

                
	
                  8.4           Effective
      Date

                	
                  8

                


        

      

      


      


      SCHEDULE I – DIRECTOR
COMPENSATION SCHEDULE

      SCHEDULE II –RSU DEFERRAL
ELECTION FORM

      SCHEDULE III – FORMS OF AWARD
CERTIFICATES

      



      
        
           


        

        
           


           


        

        
           


        

      


      ROPER
INDUSTRIES, INC.

      DIRECTOR
COMPENSATION PLAN

      


      


      ARTICLE
1

      PURPOSE

       

      1.1.           BACKGROUND. This plan is adopted to
formalize the compensation for non-employee directors of the
Company.  The Committee initially adopted the Roper Industries, Inc.
Director Compensation Plan on December 11, 2006, which became effective on that
date, and was amended in August 2008 (the “Prior
Plan”).  The Prior Plan is being amended and restated by the
adoption of this Director Compensation Plan (the “Plan”).

       

       

      1.2.           PURPOSE. The purpose of the Plan is
to attract, retain and compensate highly-qualified individuals who are not
employees of Roper Industries, Inc. or any of its subsidiaries or affiliates for
service as members of the Board by providing them with competitive compensation
and an ownership interest in the Stock of the Company. The Company intends that
the Plan will benefit the Company and its shareholders by allowing Non-Employee
Directors to have a personal financial stake in the Company through an ownership
interest in the Stock and will closely associate the interests of Non-Employee
Directors with that of the Company’s shareholders.

       

       

      1.3.           ELIGIBILITY.  Non-Employee
Directors of the Company who are Eligible Participants, as defined below, shall
automatically be participants in the Plan.

       

      


      ARTICLE
2

      DEFINITIONS

       

      2.1           DEFINITIONS.  Capitalized
terms used herein and not otherwise defined shall have the meanings given such
terms in the Incentive Plan.  Unless the context clearly indicates
otherwise, the following terms shall have the following meanings:

       

       

      (a)           “Base
Annual Cash Retainer” means the annual cash retainer (excluding Meeting Fees and
expenses) payable by the Company to a Non-Employee Director pursuant to Section
5.1 hereof for service as a director of the Company (i.e., excluding any
Supplemental Annual Cash Retainer), as such amount may be changed from time to
time.

       

       

      (b)           “Cash
Dividend Equivalents” has the meaning set forth in Section 6.2(e) of the
Plan.

       

       

      (c)           “Deferral
Election Deadline” has the meaning set forth in Section 6.2(d) of the
Plan.

       

       

      (d)           “Deferred
Compensation Plan” means the Roper Industries, Inc. Non-Qualified Retirement
Plan, as amended and restated as of January 1, 2009, or any subsequent
nonqualified deferred compensation plan in which Non-Employee Directors are
permitted to participate and that is designated by the Committee as the Deferred
Compensation Plan for purposes of this Plan.

       

       

      (e)           “Deferred
RSU Conversion Date” has the meaning set forth in Section 6.2(d) of the
Plan.

       

       

      (f)           "Effective
Date" of the Plan has the meaning set forth in Section 8.4 of the
Plan.

       

       

      (g)           “Eligible
Participant” means any person who is a Non-Employee Director on the Effective
Date or becomes a Non-Employee Director while this Plan is in effect; except
that during any period a director is prohibited from participating in the Plan
by his or her employer or otherwise waives participation in the Plan, such
director shall not be an Eligible Participant.

       

       

      (h)           “Equity
Award” means stock options, restricted stock, restricted stock units, stock
appreciation rights, or other awards based on or derived from the Stock which
are authorized under the Incentive Plan for award to Non-Employee
Directors.

       

       

      (i)           “Incentive
Plan” means the Roper Industries, Inc. 2006 Incentive Plan, or any subsequent
equity compensation plan approved by the shareholders of the Company and
designated by the Committee as the Incentive Plan for purposes of this
Plan.

       

       

      (j)           “Meeting
Fees” has the meaning set forth in Section 5.3 of the Plan.

       

       

      (k)           “Non-Employee
Director” means a director of the Company who is not an employee of the Company
or any of its subsidiaries.

       

       

      (l)           “Plan”
means this Roper Industries, Inc. Director Compensation Plan, as amended from
time to time.

       

       

      (m)           “Plan
Year(s)” means the approximate twelve-month periods between annual meetings of
the shareholders of the Company, which, for purposes of the Plan, are the
periods for which annual retainers are earned.

       

       

      (n)           “Restricted
Stock Unit” or “RSU” has the meaning assigned such term in the Incentive Plan.
The terms of Restricted Stock Unit awards granted under the Plan are described
in Article 6 of the Plan.

       

       

      (o)           “RSU
Conversion Date Election Form” has the meaning set forth in Section 6.2(d) of
the Plan.

       

       

      (p)           “Secretary”
means the Corporate Secretary of the Company.

       

       

      (q)           “Separation
from Service” means separation from service for the Company and its Affiliates
in all capacities, within the meaning of Section 409A of the Code and any
regulations, revenue procedures or revenue rulings applicable to such
law.

       

       

      (r)           “Supplemental
Annual Cash Retainer” means the annual cash retainer (excluding Meeting Fees and
expenses) payable by the Company to a Non-Employee Director pursuant to Section
5.2 hereof, as such amount may be changed from time to time.

       

       

      (s)           “Total
Annual Retainer” for any given Non-Employee Director means the Basic Annual Cash
Retainer and any Supplemental Annual Cash Retainer to which he or she is
entitled under the Plan.

       

       

      (t)           “Vesting
Date” has the meaning described in Section 6.2(b).

       

      


      ARTICLE
3

      ADMINISTRATION

       

      3.1.           ADMINISTRATION.  The Plan shall
be administered by the Board or the Committee.  Subject to the
provisions of the Plan, the Board or the Committee shall be authorized to
interpret the Plan, to establish, amend and rescind any rules and regulations
relating to the Plan, and to make all other determinations necessary or
advisable for the administration of the Plan.  The Board’s or the
Committee’s interpretation of the Plan, and all actions taken and determinations
made by the Board or the Committee pursuant to the powers vested in it
hereunder, shall be conclusive and binding upon all parties concerned including
the Company, its shareholders and persons granted awards under the
Plan.  The Board or the Committee may appoint a plan administrator to
carry out the ministerial functions of the Plan, but the administrator shall
have no other authority or powers of the Board or the Committee.

       

       

      3.2.           RELIANCE.  In
administering the Plan, the Board or the Committee may rely upon any information
furnished by the Company, its public accountants and other
experts.  No individual will have personal liability by reason of
anything done or omitted to be done by the Company or the Board or the Committee
in connection with the Plan. This limitation of liability shall not be exclusive
of any other limitation of liability to which any such person may be entitled
under the Company’s certificate of incorporation or otherwise.

       

       

      3.3.           INDEMNIFICATION.  Each
person who is or has been a member of the Committee or who otherwise
participates in the administration or operation of the Plan shall be indemnified
by the Company against, and held harmless from, any loss, cost, liability or
expense that may be imposed upon or incurred by him or her in connection with or
resulting from any claim, action, suit or proceeding in which such person may be
involved by reason of any action taken or failure to act under the Plan and
shall be fully reimbursed by the Company for any and all amounts paid by such
person in satisfaction of judgment against him or her in any such action, suit
or proceeding, provided he or she will give the Company an opportunity, by
written notice to the Board, to defend the same at the Company’s own expense
before he or she undertakes to defend it on his or her own
behalf.  This right of indemnification shall not be exclusive of any
other rights of indemnification to which any such person may be entitled under
the Company’s certificate of incorporation, bylaws, contract or Delaware
law.

       

      


      ARTICLE
4

      SHARES

       

      4.1.           SOURCE OF SHARES FOR THE
PLAN.  Equity Awards that may be
issued pursuant to the Plan shall be issued under the Incentive Plan, subject to
all of the terms and conditions of the Incentive Plan.  The terms
contained in the Incentive Plan are incorporated into and made a part of this
Plan with respect to Equity Awards granted pursuant hereto, and any such awards
shall be governed by and construed in accordance with the Incentive
Plan.  In the event of any actual or alleged conflict between the
provisions of the Incentive Plan and the provisions of this Plan, the provisions
of the Incentive Plan shall be controlling and determinative.  This
Plan does not constitute a separate source of shares for the grant of the equity
awards described herein.

       

      


      ARTICLE
5

      CASH
COMPENSATION

       

      5.1.           BASIC ANNUAL CASH
RETAINER. Each
Eligible Participant shall be paid a Base Annual Cash Retainer for service as a
director during each Plan Year.  The amount of the Base Annual Cash
Retainer shall be established from time to time by the Board or the
Committee.  The amount of the Basic Annual Cash Retainer is set forth
in Schedule I.  Unless deferred pursuant to Section 5.5, the Base
Annual Cash Retainer shall be payable in approximately equal quarterly
installments in advance, beginning on the date of the annual shareholders
meeting.

       

       

      A prorata
Base Annual Cash Retainer will be paid to any person who becomes an Eligible
Participant on a date other than the beginning of a Plan Year, based on the
number of full months he or she serves as a Non-Employee Director during the
Plan Year.  Unless deferred pursuant to Section 5.5, payment of such
prorated Base Annual Cash Retainer shall begin on the date that the person first
becomes an Eligible Participant, and shall resume on a quarterly basis
thereafter.

       

      5.2.           SUPPLEMENTAL ANNUAL CASH
RETAINER.
Certain Eligible Participants shall be paid a Supplemental Annual Cash
Retainer for service as chair of a committee of the Board during a Plan Year,
payable at the same times as installments of the Base Annual Cash Retainer are
paid (including any deferred payment date pursuant to Section 5.5). The amount
and recipients of the Supplemental Annual Cash Retainer shall be established
from time to time by the Board or the Committee and shall be set forth in
Schedule I, as amended from time to time.

       

      A prorata
Supplemental Annual Cash Retainer will be paid to any Eligible Participant who
is elected by the Board to a position eligible for a Supplemental Annual
Retainer, on a date other than the beginning of a Plan Year, based on the number
of full months he or she serves in such position during the Plan
Year.

       

       

      5.3.           MEETING FEES. Each Non-Employee Director
shall be paid meeting fees for attending meetings of the Board or its committees
(“Meeting
Fees”). The amount of the Meeting Fees shall be established from time to
time by the Board or the Committee and shall be set forth in Schedule I, as
amended from time to time.  If a Non-Employee Director attends a Board
meeting and a committee meeting on a single day, he or she shall only receive a
Meeting Fee for the Board meeting attended.  For purposes of this
provision, casual or unscheduled conferences among directors shall not
constitute an official meeting.  Unless deferred pursuant to Section
5.5, Meeting Fees shall be payable on the date of the applicable meeting to
which they relate.

       

       

      5.4.           TRAVEL EXPENSE
REIMBURSEMENT.  All Eligible
Participants shall be reimbursed for reasonable travel expenses (including
spouse’s expenses to attend events to which spouses are invited) in connection
with attendance at meetings of the Board and its committees, or other Company
functions at which the Chief Executive Officer or Chair of the Board requests
the Non-Employee Director to participate.

       

       

      5.5           DEFERAL OF CASH
COMPENSATION.  An Eligible Participant may elect to defer some
or all of his or her Total Annual Retainer, Meeting Fees and/or Cash Dividend
Equivalents pursuant to the terms of the Deferred Compensation
Plan.  Any such deferrals shall be subject to the election timing and
distributions rules set forth in the Deferred Compensation Plan.

       

      


      ARTICLE
6

      EQUITY
COMPENSATION

       

      6.1.           EQUITY AWARDS.  Under the Prior
Plan, Eligible Participants were granted annual awards of Restricted Stock
pursuant to the Incentive Plan.  The Committee is authorized to amend
this Plan from time to award other types of Equity Awards.  Beginning
with Plan Year 2009, until otherwise determined by the Committee, Equity Awards
shall be make hereunder in the form of Restricted Stock Units (“RSUs”) as provided
hereafter in this Article 6.

       

       

      6.2           RESTRICTED STOCK
UNITS  Subject to share availability under the Incentive Plan,
each Eligible Participant shall receive an award of RSUs on the day following
the Annual Meeting of Shareholders held in that year (beginning with the 2009
Annual Meeting of Shareholders); provided, however, the date of grant of any
prorata award shall be made on or as soon as practicable after the date that the
grantee first becomes an Eligible Participant (“Annual
RSUs”).  Annual RSUs shall have the following terms and
conditions:

       

       

      (a)           Number of Annual
RSUs.  The number of Annual RSUs to be granted shall be
established from time to time by the Board or the Committee and shall be set
forth in Schedule I, as amended from time to time.  A prorata Annual
RSU award will be granted to any person who becomes an Eligible Participant on a
date other than the beginning of a Plan Year, based on the number of full months
he or she serves as an Eligible Participant during the Plan Year, rounded to the
next highest whole share.

       

       

      (b)           Vesting.  The
Annual RSUs shall be credited to a bookkeeping account on behalf of the grantee
on the date of grant and shall vest on the applicable date provided below (the
“Vesting
Date”).  Unless and until provided otherwise by the Board or
the Committee, the Annual RSUs shall vest as to fifty percent (50%) of the RSUs
on the six (6) month anniversary of the date of grant and as to the remaining
fifty percent (50%) on the day prior to the Annual Meeting of Shareholders held
in the year following the date of grant; provided, however, that any prorata
award of Annual RSUs granted to a person who becomes an Eligible Participant on
a date other than the beginning of a Plan Year shall vest as to fifty percent
(50%) of the RSUs on earlier of the six (6) month anniversary of the date of
grant or the day prior to the first Annual Meeting of Shareholders after the
date of grant, and as to the remaining fifty percent (50%) on the day prior to
the first Annual Meeting of Shareholders after the date of grant.

       

       

      Notwithstanding
the foregoing, the Annual RSUs shall become fully vested on the earlier
occurrence of (i) the termination of grantee’s service as a director of the
Company due to death or Disability; or (ii) the occurrence of a Change in
Control.  If the grantee’s service as a director of the Company
(whether or not in a Non-Employee Director capacity) terminates other than as
described in clause (i) of the foregoing sentence, then the grantee shall
forfeit all of his or her right, title and interest in and to any unvested RSUs
as of the date of such termination from the Board, such RSUs shall be reconveyed
to the Company without further consideration or any act or action by the
grantee, and such RSUs shall not be converted to Stock.

       

       

      (c)           Conversion to
Stock.  Each Annual RSU represents the right to receive one
share of Stock on a date that is on or after the Vesting Date (the “Conversion
Date”).  Unless the grantee has made a timely deferral election
in accordance with Section 6.2(d), the Conversion Date for the Annual RSUs shall
be the Vesting Date.

       

       

      (d)           Deferral of Conversion of
RSUs.  On or before December 31 of each year, or in the case of
a Non-Employee Director becoming an Eligible Participant for the first time,
within thirty (30) days after he or she first becomes an Eligible Participant
(as applicable, the “Deferral Election
Deadline”), each Eligible Participant may, by filing with the Secretary
an election form in such form as the Secretary shall prescribe which shall be
set forth in Schedule II hereto (the “RSU Conversion
Date Election
Form”), elect to defer the conversion of his Annual RSUs to be granted in
the next Plan Year to any of the following dates; provided such date is after
the Vesting Date for the RSUs (the “Deferred RSU Conversion
Date”): (i) the date that the Non-Employee Director incurs a Separation
from Service for any reason, (iii) the earlier of (A) a date certain specified
by the Non-Employee Director, or (B) the date that the Non-Employee Director
incurs a Separation from Service for any reason, or (iii) the earlier of (A) a
date certain specified by the Non-Employee Director, or (B) the fifth
anniversary of the date that the Non-Employee Director incurs a Separation from
Service for any reason.  If an Eligible Participant makes a deferral
election under this Section 6.2(d) for any Plan Year and does not revoke such
election before the Deferral Election Deadline for a subsequent Plan Year, such
election shall remain in effect for each such subsequent Plan Year unless and
until the Eligible Participant shall timely file a new RSU Conversion Date
Election Form with the Secretary for a subsequent Plan Year or shall indicate to
the Secretary in writing before the next Deferral Election Deadline that he or
she desires to revoke any outstanding RSU deferral election with respect to
future Plan Years.  Shares of Stock will be registered on the books of
the Company in the Non-Employee Director’s name as of the Conversion
Date.  Such Shares of Stock will remain in uncertificated, book-entry
form unless the Non-Employee Director requests a stock certificate or
certificates for the Shares.

       

       

      (e)           Dividend
Equivalents.  If and when cash dividends or other cash
distributions are paid with respect to the Stock while the RSUs are outstanding,
the dollar amount such dividends or distributions with respect to the number of
shares of Stock then underlying the RSUs shall be payable to the holder of the
RSUs (“Cash Dividend
Equivalents”).  Unless deferred pursuant to Section 5.5, Cash
Dividend Equivalents will be payable to the holder of the RSUs as of the date
such dividends or distributions were payable to shareholders.  If and
when any such dividends or distributions are paid in shares of Stock, the Fair
Market Value of such shares of Stock shall be converted into additional RSUs,
which shall be subject to the same forfeiture restrictions, restrictions on
transferability, and conversion terms as apply to the RSUs with respect to which
they were paid.

       

       

      (f)           Other Shareholder
Rights.  Non-Employee Directors shall not have voting or any
other rights as a shareholder of the Company with respect to the
RSUs.  Upon conversion of the RSUs into shares of Stock at the
Conversion Date or any applicable Deferred RSU Conversion Date, the Non-Employee
Director will obtain full voting and other rights as a shareholder of the
Company.

       

       

      (g)           Other Plan
Conditions.  To the extent not specified herein, the Annual
RSUs granted hereunder shall be subject to the terms and conditions of the
Incentive Plan.

       

       

      6.3.           AWARD
CERTIFICATES.  All Equity
Awards granted pursuant to this Plan shall be evidenced by a written award
certificate, which shall include such provisions, not inconsistent with the Plan
or the Incentive Plan, as may be specified by the Committee.  The form
of award certificates shall be set forth on Schedule III hereof, as amended from
time to time.

       

       

      6.4.           ADJUSTMENTS. The adjustment provisions
of the Incentive Plan shall apply with respect to awards of Equity Awards
granted pursuant to this Plan.

       

       

      6.5.           TAX MATTERS.  Article 6 of the
Plan is intended to be a nonqualified, unfunded plan of deferred compensation
under the Code.  A participant shall have the status of a general
unsecured creditor of the Company with respect to his or her right to receive
Stock or other payment upon settlement of the Equity Award granted under the
Plan.  None of the benefits, payments, proceeds or distributions under
Article 6 of the Plan shall be subject to the claim of any creditor of any
participant or beneficiary, or to any legal process by any creditor of such
participant or beneficiary, and none of them shall have any right to alienate,
commute, anticipate or assign any of the benefits, payments, proceeds or
distributions under Article 6 of the Plan except to the extent expressly
provided herein to the contrary.

       

      


      ARTICLE
7

      AMENDMENT,
MODIFICATION AND TERMINATION

       

      7.1.           AMENDMENT, MODIFICATION AND
TERMINATION. The
Board or the Committee may, at any time and from time to time, amend, modify or
terminate the Plan without shareholder approval; provided, however, that if an
amendment to the Plan would, in the reasonable opinion of the Board or the
Committee, require shareholder approval under applicable laws, policies or
regulations or the applicable listing or other requirements of a securities
exchange on which the Stock is listed or traded, then such amendment shall be
subject to shareholder approval; and provided further, that the Board or the
Committee may condition any other amendment or modification on the approval of
shareholders of the Company for any reason. Modification of Equity Awards
granted under this Plan shall be subject to the provisions of the Incentive
Plan.

       

      


      ARTICLE
8

      GENERAL
PROVISIONS

       

      8.1           ADJUSTMENTS..  The adjustment
provisions of the Incentive Plan shall apply with respect to awards of
Restricted Stock or other equity awards outstanding or to be granted pursuant to
this Plan.

       

       

      8.2           DURATION OF THE
PLAN..  The Plan shall
remain in effect until terminated by the Board or the Committee.

       

       

      8.3           EXPENSES OF THE
PLAN.  The expenses of administering the Plan shall be borne by
the Company.

       

       

      8.4           EFFECTIVE
DATE.  The Plan was originally adopted by the Committee on
December 11, 2006, and became effective on that date (the “Effective
Date”).

       

       

      The
foregoing is hereby acknowledged as being the Roper Industries, Inc. Amended and
Restated Director Compensation Plan adopted by the Committee on December
29, 2008.

       

       

      ROPER
INDUSTRIES, INC.

       

      


                         /s/ Brian D.
Jellison             
 

      By:           Brian
D. Jellison

      Chairman
of the Board, President and Chief Executive Officer

       

      


       


      
        
           


        

        
           


           


        

        
           


        

      


      


       

      SCHEDULE
I

       

      DIRECTOR
COMPENSATION SCHEDULE

      


      The
following shall become effective as of January 1, 2009

      


      Basic Annual Cash Retainer (all
Directors): $42,000

      


      Supplemental
Annual Cash Retainers:

      Chair of
Audit Committee:  $5,000

      Chair of
Compensation Committee:  $5,000

      Chair of
Nominating and Corporate Governance Committee: $5,000

      


      Meeting
Fees:

      Board
meeting, attendance in person: $2,000

      Board
meeting at which minutes are kept, attendance by telephone: $1,000

      


      Annual
Award of Restricted Stock Units:

      4,000
shares

      


      



      
        
          
            SI-

            


          

           


        

        
           


           


        

        
           


        

      


      


      SCHEDULE
II

      


      Director
Election

      as
to Conversion Date for Annual Restricted Stock Units (“RSUs”)

      


      The
following constitutes the irrevocable election of the undersigned under the
Roper Industries, Inc. Director Compensation Plan (the “Plan”) with respect to
the undersigned’s Annual RSUs to be received at the annual shareholders meeting
in 2009 and in any future Plan Year for which I have not, before the Deferral
Election Deadline for such Plan Year, either (i) revoked this RSU Conversion
Date Election Form, or (ii) filed a different RSU Conversion Date Election
Form.  Capitalized terms used herein and not otherwise defined have
the meanings assigned such terms in the Plan.

      


      I hereby
elect the following as the Conversion Date for the RSUs that may become vested
[the
Conversion Date is the date upon which the Restricted Stock Units will be
converted to shares of Stock and become taxable to you]:

      


      Indicate a percentage after one or more
of the following (not to exceed 100% in the aggregate):

      


      _____  The
Vesting Date.

      


      _____  The
date of my Separation from Service from the Company for any reason.

      


      _____  The
earlier of (i) the following date: ______________ [insert any
specific future date, but not earlier than one year from the date of
grant], or (ii) the date of my Separation from Service from the Company
for any reason.

      


      _____  The
earlier of (i) the following date: ______________ [insert any
specific future date, but not earlier than one year from the date of
grant], or (ii) the fifth anniversary of the date of my Separation from
Service from the Company for any reason.

      


      Executed this _____ day of December,
2008.

      


      


      [NAME OF
DIRECTOR]

       

      


      


      



      
        
          
            SII-

            


          

           


        

        
           


           


        

        
           


        

      


      


      SCHEDULE
III

      


      Form
of RSU Certificate

      


      RESTRICTED  STOCK  UNIT  AWARD  CERTIFICATE

      for
Non-Employee Directors

      


      Non-transferable

      GRANT
TO

      


      _____________________________

      (“Grantee”)

      


      by Roper
Industries, Inc. (the “Company”) of

      


      [_______]

      restricted
stock units convertible into shares of its common stock, par value $0.01 (the
“Units")

      


      pursuant
to and subject to the provisions of the Roper Industries, Inc. Director
Compensation Plan (the “Director Compensation Plan”), which is operated as a
subplan of the Roper Industries, Inc. Amended and Restated 2006 Incentive Plan
(the “Incentive Plan” and, together with the Directors Compensation Plan, the
“Plans”), and to the terms and conditions set forth on the following
page.  Unless vesting is accelerated in accordance with the Plans, the
Units shall vest (become non-forfeitable) in accordance with the following
schedule:

      


      
        	
                Continuous Service as a Director from Grant Date
      to:

                 

              	 
      	
                Percent of Units Vested

              
	
                6-month
      anniversary of the Grant Date

              	 
      	
                50%

                 

              
	
                1
      day prior to the next annual meeting

                of
      shareholders of the Company

              	 
      	
                100%

              


      

      


      IN
WITNESS WHEREOF, Roper Industries, Inc. has caused this Certificate to be
executed as of the Grant Date, as indicated below.

      


      ROPER
INDUSTRIES, INC.

      


      By:  _________________________________________

      Its:  Authorized
Officer

      


      Grant
Date:  ________________________________


      
        
          
             

          

           


        

        
           


           


        

        
           


        

      


      TERMS
AND CONDITIONS

      


      1. Grant of Units. The
Company hereby grants to the Grantee named on page 1 hereof, subject to the
restrictions and the terms and conditions set forth in the Plans and in this
award certificate (this “Certificate”), the number of restricted stock units
indicated on page 1 hereof (the “Units”) which represent the right to receive an
equal number of Shares of the Company’s Stock on the terms set forth in this
Certificate. Capitalized terms used herein and not otherwise defined shall have
the meanings assigned to such terms in the Plans.

      


      2. Vesting of Units. The
Units have been credited to a bookkeeping account on behalf of Grantee. The
Units will vest and become non-forfeitable on the earliest to occur of the
following (the “Vesting Date”):

      
        	
                (a)

              	
                as
      to the percentages of the Units specified on page 1 hereof, on the dates
      specified on page 1 hereof; provided Grantee is then still a director of
      the Company on such date, or

              


      

      
        	
                (b)

              	
                as
      to all of the Units, upon Grantee’s Separation from Service due to death
      or Disability, or

              


      

      
        	
                (c)

              	
                as
      to all of the Units, upon the occurrence of a Change in
      Control.

              


      

      If
Grantee’s service as a director terminates prior to the Vesting Date for any
reason other than as described in (b) above, Grantee shall forfeit all right,
title and interest in and to the unvested Units as of the date of such
termination, the Units will be reconveyed to the Company without further
consideration or any act or action by Grantee, and the Units will not be
converted to Stock for Grantee.

      


      3. Conversion to Stock.
Unless the Units are forfeited prior to the Vesting Date as provided in
Paragraph 2, the vested Units will be converted to actual shares of Stock on
SELECT ONE BASED ON THE PRE-GRANT ELECTION OF THE DIRECTOR: [the Vesting Date]
[the date of Grantee’s Separation from Service for any reason] [the earlier of
_________, 20__ or the date of Grantee’s Separation from Service for any reason]
[the earlier of _________, 20__ or the fifth anniversary of the date of
Grantee’s Separation from Service for any reason] (the “Conversion Date”).
Shares of Stock will be registered on the books of the Company in Grantee’s name
as of the Conversion Date and will remain in uncertificated, book-entry form
unless Grantee requests a stock certificate or certificates for the
Shares.

      


      4. Dividend Equivalents.
Grantee shall be entitled to receive cash payments with respect to each Unit
equal to any cash dividends and other distributions paid with respect to a share
of Stock, provided that if any such dividends or distributions are paid in
shares of Stock, the Fair Market Value of such shares of Stock shall be
converted into additional restricted stock units, which shall be subject to the
same forfeiture restrictions, restrictions on transferability, and conversion
terms as apply to the Units with respect to which they were paid.

      


      5. Rights as
Shareholder. The Units do not confer to Grantee any rights of a
shareholder of the Company unless and until shares of Stock are in fact
registered in connection with the Units. Grantee shall not have voting or any
other rights as a shareholder of the Company with respect to the Units. Upon
conversion of the Units into shares of Stock, Grantee will obtain full voting
and other rights as a shareholder of the Company.

      


      6. Changes in Capital
Structure. The provisions of Article 15 of the Incentive Plan shall apply
to this award and are incorporated herein by reference. Without limiting the
foregoing, in the event the Stock shall be changed into or exchanged for a
different number or class of shares of stock or securities of the Company or of
another company, whether through reorganization, recapitalization, statutory
share exchange, reclassification, stock split-up, combination of shares, merger
or consolidation, or otherwise, there shall be substituted for each share of
Stock then underlying a Unit subject to this Certificate the number and class of
shares into which each outstanding share of Stock shall be so
exchanged.

      


      7. Restrictions on Transfer and
Pledge. No right or interest of Grantee in the Units may be pledged,
hypothecated or otherwise encumbered to or in favor of any party other than the
Company or an Affiliate, or be subjected to any lien, obligation or liability of
Grantee to any other party other than the Company or an Affiliate. Units are not
assignable or transferable by Grantee other than by will or the laws of descent
and distribution.

      


      8. No Right to Continued
Service. Nothing in this Certificate shall interfere with or limit in any
way the right of the Company to terminate Grantee’s service as a director at any
time, nor confer upon Grantee any right to continue as a director of the
Company.

      


      9. Amendment. The
Committee may amend, modify or terminate this Certificate without approval of
Grantee; provided, however, that such amendment, modification or termination
shall not, without Grantee’s consent, reduce or diminish the value of this Award
determined as if it had been fully vested and settled on the date of such
amendment or termination.

      


      10. Plans Control. The
terms contained in the Plans are incorporated into and made a part of this
Certificate and this Certificate shall be governed by and construed in
accordance with the Plans. In the event of any actual or alleged conflict
between the provisions of the Plans and the provisions of this Certificate, the
provisions of the Plans shall be controlling and determinative. In the event of
any actual or alleged conflict between the provisions of the two Plans, the
provisions of the Incentive Plan shall be controlling and
determinative.

      


      11. Notice. Notices and
communications under this Certificate must be in writing and either personally
delivered or sent by registered or certified United States mail, return receipt
requested, postage prepaid. Notices to the Company must be addressed to Roper
Industries, Inc., 6901 Professional Parkway East, Suite 200, Sarasota, Florida
34240; Attention: Corporate Secretary, or any other address designated by the
Company in a written notice to Grantee. Notices to Grantee will be directed to
the address of Grantee then currently on file with the Company, or at any other
address given by Grantee in a written notice to the Company.

      
        


      

      


      SIII-