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EXHIBIT 10.04
Exhibit 10.04
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ROPER INDUSTRIES, INC.
EMPLOYEE STOCK PURCHASE PLAN (U.S.)
1. Purpose. The purpose of the Roper Industries, Inc. Employee stock
Purchase Plan (U.S.) (the "Plan") is to provide employees of the subsidiaries of
Roper Industries, Inc. (the "Company") with an opportunity to participate in the
benefit of stock ownership and to acquire an interest in the Company through the
purchase of common stock, $.01 par value per share, of the Company (the "Common
Stock"). The Company intends the Plan to qualify as an employee stock purchase
plan under Section 423 of the Internal Revenue Code of 1986, as amended (the
"Code"). Accordingly, the provisions of the Plan shall be construed so as to
extend and limit participation in a manner consistent with the requirements of
Code Section 423.
2. Definitions.
(a) "Compensation" means the base pay, commissions and bonus amount
paid to an Employee by a Plan Sponsor with respect to an Offering Period
(defined below). Bonuses and commissions shall be treated as Compensation, if at
all, pursuant to such rules as may be determined from time to time by the
Company.
(b) "Employee" shall mean any person, including an officer, who is
customarily employed for more than 20 hours per week and for more than five
months during any calendar year, and who is having payroll taxes withheld from
his/her Compensation on a regular basis, by a Plan Sponsor.
(c) "Plan Sponsor" means the Company and any Subsidiary which adopts
the Plan with the approval of the Company.
(d) "Subsidiary" means an entity which may be treated as a
"subsidiary corporation" within the meaning of Code Section 424(f).
3. Eligibility.
(a) Any Employee who has been employed by a Plan Sponsor for at least
six months immediately before the Beginning Date (defined below) of an Offering
Period (defined below) shall be eligible to participate in the Plan for that
Offering Period.
(b) No Employee shall be granted purchase rights if, immediately
after the grant, that Employee would own shares or hold outstanding rights to
purchase shares, or both, possessing five percent (5%) or more of the total
combined voting power or value of all classes of the Company or any
Subsidiaries.
(c) A person shall cease to be an active participant upon the
earliest to occur of:
(i) the date of a withdrawal under Paragraph 10(a) or (b) below; or
(ii) the date of a termination of employment from all Plan Sponsors.
4. Offering Period. Offering Period shall mean each calendar quarter
beginning with the calendar quarter commencing January 1, 2000 and each calendar
quarter thereafter until the Plan is otherwise amended or terminated. Each
Offering Period will begin on the first day of that period (the "Beginning
Date") and end on the last day of that period (the "Exercise Date").
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5. Participation. The Company will make available to each eligible
Employee an authorization notice (the "Authorization") which must be completed
to effect his or her right to commence participation in the Plan. An eligible
Employee may become a participant for an Offering Period by completing the
Authorization and delivering same to the Company at least one day prior to the
appropriate Beginning Date (except, with respect to the first Beginning Date,
such later date as is administratively feasible). All employees granted
purchase rights under the Plan shall have the same rights and privileges, except
that the amount of Common Stock which may be purchase under such rights may vary
in a uniform manner according to Compensation.
A participant will be deemed to have elected to participate in each subsequent
Offering Period following his or her initial election to participate following
his or her initial election to participate in the Plan, unless (i) a written
withdrawal notice for that period is delivered to the Plan Administrator at
least one week prior to the Beginning Date of an immediately succeeding Offering
Period for which the participant desires to withdraw from participation and (ii)
provides other information in accordance with the procedures designated by the
Plan Administrator.
A participant who has elected not to participate in an Offering Period may
resume participation in the same manner and pursuant to the same rules as any
eligible Employee making an initial election to participate in the Plan.
6. Method of Payment. A participant may contribute to the Plan through
payroll deductions, as follows:
(a) A participant shall elect on the Authorization to have deduction
made from the participant's Compensation for the Offering Period at a rate
which, expressed as a percentage of Compensation in whole number increments of
at least one percent (1%), but not in excess of ten percent (10%), of the
participant's Compensation.
(b) All payroll deductions made for a participant shall be credited
to the participant's account under the Plan. All payroll deductions made from
participants' Compensation shall be commingled with the general assets of the
Company and no separate fund shall be established. Participants accounts are
solely for bookkeeping purposes and the Company shall not be obligated to pay
interest on any payroll deductions credited to participant's accounts.
(c) A participant may not alter the rate of payroll deductions during
the Offering Period; however, an existing participant may change the rate of
payroll deductions effective for the immediately succeeding Offering Period by
filing a revised Authorization within the same deadline as applies to new
participants for that Offering Period.
7. Granting of Purchase Rights.
(a) As of the first day of each Offering Period, a participant shall
be granted purchase rights for a number of shares of Common Stock, subject to
the adjustments provided for in Paragraph 11 (a) below, determined according to
the following procedure:
Step 1 - Determine the amount of the participant payroll deduction during
the Offering Period;
Step 2 - Determine the amount which represents the Purchase Price (as
defined below); and
Step 3 - Divide the amount determined in Step 1 by the amount determined
in Step 2 and round the quotient down to the nearest whole number.
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Notwithstanding the foregoing and subject to Paragraph 7(c) below, the
maximum number of shares of Common Stock for which a participant may be granted
purchase rights for an Offering Period is 775.
(b) For each Offering Period, the purchase price of shares of Common Stock
to be purchased with a participant's payroll deductions shall be the average of
(i) 90% of the fair market value of a share of Common Stock on the Beginning
Date, and (ii) 90% of the price of the fair market value of a share of Common
stock on the Exercise Date (the "Purchase Price").
(c) Notwithstanding the foregoing, no participant shall be granted
purchase rights which permit that to purchase shares under all employee purchase
plans of the Company and its Subsidiaries at a rate which exceeds $25,000 of the
fair market value of the shares (determined at the time the rights are granted)
for each calendar year in which such rights are outstanding at any time.
(d) For purposes of this Paragraph, the fair market value of a share of
Common Stock on the Beginning Date and the Exercise Date as of each such date,
or the most immediately preceding business day with respect to which the
information required in the following clauses is available, shall be determined
as follows: (i) if the Common Stock is traded on a national securities
exchange, the closing sale price on that date; (ii) if the Common Stock is not
traded on any such exchange, the closing sale price as reported by the National
Association of Securities Dealers, Inc. Automated Quotation Systems ("NASDAQ"));
(iii) if no such closing sale price information is available on the national
securities exchange or NASDAQ, the average of the closing bid and asked prices
as reported by the national securities exchange or NASDAQ within a reasonable
period prior to such date; or (iv) if there are no such closing bid and asked
prices within a reasonable period, the determination of fair market value shall
be determined by the Company taking into account material facts and
circumstances pertinent to such determination, as determined by the Company in
its sole discretion.
8. Exercise of Purchase Rights. Unless a timely withdrawal has been
effected pursuant to Paragraph 10 below, a participant's rights for the purchase
of shares of Common Stock during an Offering Period will be automatically
exercised on the Exercise Date for that Offering Period for the purchase of the
maximum number of full shares which the sum of the payroll deductions credited
to the participant's account on that Exercise Date can purchase at the Purchase
Price.
9. Delivery. As soon as administratively feasible after the end of each
Exercise Date, the Company shall deliver to a custodian designated by the Plan
Administrator (as defined in Paragraph 12 below), the shares of Common Stock
purchased upon the exercise of the purchase rights. No less frequently than
annually, at such times as the Plan Administrator shall prescribe, a
participant may elect to have such shares delivered to the participant or to an
account established by the participant with any brokerage firm. The Plan
Administrator will designate a one month window during which time stock
certificates can be issued or shares can be sold out of individual accounts.
The disposition of any payroll deductions credited to a participant's account
during the Offering Period not used for the purchase of shares (the "Cash
Excess") shall be as follows:
(a) If the participant has elected to withdraw from the Plan as of
the end of the Offering Period, the Plan Administrator shall deliver the Cash
Excess to the participant.
(b) If the participant has not elected to withdraw from the Plan as
of the end of the Offering Period, the Cash Excess shall be applied to the
purchase of shares of Common Stock in the immediately succeeding Offering
Period.
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A participant may not direct the Plan Administrator to sell any shares of
Common Stock credited to his or her account, regardless of whether such shares
are otherwise immediately deliverable to him or her, The cost of any
disposition of shares of Common Stock acquired through participation in the Plan
shall be the sole responsibility of the participant.
10. Withdrawal.
(a) A participant will be deemed to have elected to participate in
each subsequent Offering Period following his or her initial election to
participate in the Plan, unless (i) a written withdrawal notice is delivered to
the Plan Administrator at least one week prior to the Beginning Date of an
immediately succeeding Offering Period for which the participant desires to
withdraw from the Plan and, (ii) provides any other information in accordance
with the procedures designated by the Plan Administrator.
(b) A participant who for any reason, including retirement,
termination of employment or death, ceases to be an eligible Employee prior to
the Exercise Date during an Offering Period will be deemed to have requested a
withdrawal from the Plan as of the date of retirement, termination of employment
or death.
(c) Upon the withdrawal of a participant from the Plan under the
terms of this Paragraph during an Offering Period, the participant's unexercised
purchase rights under this Plan shall immediately terminate.
(d) In the event a participant withdraws or is deemed to have
withdrawn from the Plan under this Paragraph, all payroll deductions and all
shares of Company Stock credited to the participant's account will be paid to
the participant or, in the event of death, to the person or persons entitled
thereto under the terms of Paragraph 13, as soon as administratively feasible
after the end of the calendar year in which the withdrawal is deemed to have
occurred, unless, if applicable, such an inactive participant becomes an active
participant again prior to the distribution of his or her accounts.
(e) A participant who has elected to withdraw from the Plan may
resume participation in the same manner and pursuant to the same rules as any
eligible Employee making an initial election to participate in the Plan.
11. Stock.
(a) The maximum number of shares of Common Stock to be sold to
participants under the Plan shall be 500,000 shares, subject to adjustment upon
changes in capitalization of the Company as provided in Paragraph 15 below. The
shares of Common Stock to be sold to participants under the Plan, may, at the
election of the Company, include treasury shares, shares originally issued for
such purpose, or shares purchased in the open market. If the total number of
shares of Common Stock then available under the Plan for which purchase rights
are to be exercised in accordance with Paragraph 8 exceeds the number of such
shares then available under the Plan, the Company shall make a pro rata
allocation of the shares available in as nearly a uniform manner as shall be
practicable and as it shall determine to be equitable. If purchase rights expire
or terminate for any reason without being exercised in full, the unpurchased
shares subject to the rights shall again be available for the purposes of the
Plan.
(b) A participant will have no interest in shares of Common Stock
covered by his or her purchase rights until such rights have been exercised.
(c) Shares to be delivered to a participant under the Plan will be
registered in the name of the participant, or, if the participant so directs, by
written notice to the Plan Administrator prior to the Exercise Date, in the
names of the participant and one other person designated by the
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participant, as joint tenants with rights of survivorship, to the extent
permitted by applicable law.
12. Administration. The Plan shall be administered by the Company (the
"Plan Administrator"). The Plan Administrator shall be vested with full
authority to make, administer and interpret such rules and regulations as it
deems necessary to administer the Plan, and any determination or action of the
Plan Administrator in connection with the interpretation or administration of
the Plan shall be final and binding upon all participants and any and all
persons claiming under or through any participant.
13. Designation of Beneficiary.
(a) A participant may file with the Plan Administrator a written
designation of a beneficiary who is to receive any cash to his or her credit
under the Plan in the event of the participant's death before an Exercise Date,
or any shares of Common Stock and cash to his or her credit under the Plan in
the event of the participant's death on or after an Exercise Date but prior to
the delivery of such shares and cash. A beneficiary may be changed by the
participant at any time by notice in writing to the Plan Administrator.
(b) Upon the death of a participant and upon receipt by the Company
of the proof the identity and existence at the time of the participant's death
of a beneficiary designated by the participant in accordance with the
immediately preceding Subparagraph, the Company shall deliver such shares or
cash, or both, to the beneficiary. In the event a participant dies and is not
survived by a then living or in existence beneficiary designated by him in
accordance with the immediately preceding Subparagraph, the Company shall
deliver such shares or cash, or both, to the personal representative of the
estate of the deceased participant. If to the knowledge of the Company no
personal representative has been appointed within ninety (90) days following the
date of the participant's death, the Company, in its discretion, may deliver
such shares or cash, or both, to the surviving spouse of the deceased
participant, or to any one or more dependents or relatives of the deceased
participant, or if no spouse, dependent or relative is known to the Company,
then to such other person as the Company may designate.
(c) No designated beneficiary shall, prior to the death of the
participant by whom the beneficiary has been designated, acquire any interest in
the shares or cash credited to the participant under the Plan.
14. Transferability. Neither payroll deductions credited to a
participant's account nor any rights with regard to the exercise or purchase
rights or to receive any shares under the Plan may be assigned, transferred,
pledge or otherwise disposed of in any way by the participant. Any attempted
assignment, transfer, pledge or other disposition shall be without effect,
except that the Company may treat such act as an election to withdraw funds in
accordance with Paragraph 10 above.
15. Adjustments Upon Changes in Capitalization. In the event that the
outstanding shares of Common stock of the Company are hereafter increased or
decreased or changed into or exchanged for a different number or kind of shares
or other securities of the Company by reason of a recapitalization,
reclassification, stock split, combination of shares or dividend payable in
shares of Common Stock, an appropriate adjustment shall be made by the Plan
Administrator to the number and kind of shares available for the granting of
purchase rights, or as to which outstanding purchase rights shall be
exercisable, and to the purchase Price. No fractional shares shall be issued
or optioned in making any such adjustments. All adjustments made by the Plan
Administrator under this Paragraph shall be conclusive.
Subject to any required action by the shareholders, if the Company shall be
a party to any reorganization involving merger or consolidation with
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respect to which the Company will not be the surviving entity or acquisition of
substantially all of the stock or assets of the Company, the Plan Administrator
in its discretion (a) may declare the Plan's termination in the same manner as
if the Board of Directors of the Company had terminated the Plan pursuant to
paragraph 16 below, or (b) may declare that any purchase rights granted
hereunder shall pertain to and apply with appropriate adjustment as determined
by the Plan Administrator to the securities of the resulting corporation to
which a holder of the number of shares of Common Stock subject to such rights
would have been entitled.
Any issue by the Company of any class of preferred stock, or securities
convertible into shares of common or preferred stock of any class, shall not
affect, and no adjustment by reason thereof shall be made with respect to, the
number or Purchase price of shares of Common Stock subject to any purchase
rights except as specifically provided otherwise in this Paragraph 15. The
grant of purchase rights pursuant to the plan shall not affect in any way the
right or power of the Company to make adjustments, reclassifications,
reorganizations or changes of its capital or business structure or to merge or
to consolidate or to dissolve, liquidate or sell, or transfer all or any part of
its business or assets.
16. Amendment or Termination.
(a) The Board of Directors of the Company may at any time terminate
or amend the Plan. The cash balances and shares of Common Stock credited to
participants' accounts as of the date of any Plan termination shall be delivered
to those participants as soon as administratively feasible following the
effective date of the Plan's termination.
(b) Prior approval of the shareholders shall be required with respect
to any amendment which would require the sale of more shares than are authorized
under Paragraph 11 of the plan.
(c) Where prior approval of the stockholders of the Company shall be
required with respect to a proposed Plan amendment under applicable federal,
state or local law, the Company shall obtain such approval prior to the
effective date of any such amendment.
17. Notices. All notices or other communications by a participant to the
Plan Administrator under or in connection with the Plan shall be deemed to have
been duly given when received by the Secretary of the Company or when received
in the form specified by the Company at the location, or by the person,
designated by the Company for the receipt thereof.
18. No Contract. This Plan shall not be deemed to constitute a contract
between the Company or any Subsidiary and any eligible Employee or to be a
consideration or an inducement for the employment of any Employee. Nothing
contained in this Plan shall be deemed to give any Employee the right to be
retained in the service of the Company or any Subsidiary or to interfere with
the right of the Company or any Subsidiary to discharge any Employee at any time
regardless of the effect which such discharge shall have upon him or her or as a
participant of the Plan.
19. Waiver. No liability whatever shall attach to or be incurred by any
past present or future shareholders, officers or directors, as such, of the
Company or any Subsidiary, under or by reason of any of the terms, conditions or
agreements contained in this Plan or implied the reform, and any and all
liabilities of, and any and all rights and claims against, the Company or any
Subsidiary, or any shareholder, officer or director as such, whether arising at
common law or in equity or created by statute or constitution or otherwise,
pertaining to this Plan, are hereby expressly waived and released by every
eligible Employee as a part of the consideration for any benefits by the Company
under this Plan.
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20. Securities Law Restrictions. Shares of Common Stock shall not be
issued under the Plan unless (a) the exercise of the related option and the
issuance and delivery of the shares pursuant thereto shall comply with all
applicable provisions of law, domestic or foreign, including, without
limitation, the Securities Act of 1933, as amended, and any rules and
regulations promulgated pursuant to such laws and with the requirements of any
stock exchange upon which the shares may then be listed; and (b) the express
approval of counsel for the Company with respect to such compliance is first
obtained. The Company reserves the right to place an appropriate legend on any
certificate representing shares of Common Stock issuable under the Plan with any
such legend reflecting restrictions on the transfer of the shares as may be
necessary to assure the availability of applicable exemptions under federal and
state securities laws.
21. Approval of Shareholders. The Plan shall be submitted to the
shareholders of the Company for their approval within twelve (12) months after
the adoption of the Plan by the Board of Directors of the Company. The Plan is
conditional upon approval of the shareholders of the Company and failure to
receive their approval shall render the Plan and all outstanding purchase rights
issued thereunder void and of no effect.
IN WITNESS WHEREOF, the Company has caused this Plan to be executed as of this
__________ of ______________________, 1999.
ROPER INDUSTRIES, INC.
By:_____________________________
Title:__________________________
Attest:
