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EXHIBIT 10.05
EXHIBIT 10.05
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ROPER INDUSTRIES, INC.
2000 STOCK INCENTIVE PLAN
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ROPER INDUSTRIES, INC.
2000 STOCK INCENTIVE PLAN
TABLE OF CONTENTS
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Page
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SECTION I. DEFINITIONS 3
1.1 Definitions 3
SECTION 2 THE STOCK INCENTIVE PLAN 4
2.1 Purpose of the Plan 4
2.2 Stock Subject to the Plan 5
2.3 Administration of the Plan 5
2.4 Eligibility and Limits 5
SECTION 3 TERMS OF STOCK INCENTIVES 5
3.1 Terms and Conditions of All Stock Incentives 5
3.2 Terms and Conditions of Options 6
(a) Option Price 6
(b) Option Term 6
(c) Payment 6
(d) Conditions to the Exercise of an Option 7
(e) Termination of Incentive Stock Option 7
(f) Special Provisions for Certain Substitute Options 7
3.3 Terms and Conditions of Stock Appreciation Rights 7
(a) Settlement 7
(b) Conditions to Exercise 8
3.4 Terms and Conditions of Stock Awards 8
3.5 Terms and Conditions of Performance Unit Awards 8
(a) Payment 8
(b) Conditions to Payment 8
3.6 Treatment of Awards Upon Termination of Employment 9
SECTION 4 RESTRICTIONS ON STOCK 9
4.1 Escrow of Shares 9
4.2 Restrictions on Transfer 9
SECTION 5 GENERAL PROVISIONS 9
5.1 Withholding 9
5.2 Changes in Capitalization; Merger; Liquidation 10
5.3 Cash Awards 10
5.4 Compliance with Code 10
5.5 Right to Terminate Employment 10
5.6 Non-alienation of Benefits 11
5.7 Restrictions on Delivery and Sale of Shares; Legends 11
5.8 Listing and Legal Compliance 11
5.9 Termination and Amendment of the Plan 11
5.10 Stockholder Approval 11
5.11 Choice of Law 11
5.12 Effective Date of Plan 11
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ROPER INDUSTRIES, INC.
2000 STOCK INCENTIVE PLAN
SECTION I. DEFINITIONS
1.1 Definitions. Whenever used herein, the masculine pronoun will be
deemed to include the feminine, and the singular to include the plural, unless
the context clearly indicates otherwise, and the following capitalized words and
phrases are used herein with the meaning thereafter ascribed:
(a) "Board of Directors" means the board of directors of the Company.
(b) "Code" means the Internal Revenue Code of 1986, as amended.
(c) "Committee" means the Compensation Committee of the Board of
Directors.
(d) "Company" means Roper Industries, Inc. or any successor thereto.
(e) "Disability" has the same meaning as provided in the long-term
disability plan or policy maintained or, if applicable, most recently
maintained, by the Company or, if applicable, any Subsidiary of the Company for
the Participant. If no long-term disability plan or policy was ever maintained
on behalf of the Participant or, if the determination of Disability relates to
an Incentive Stock Option, Disability means that condition described in Code
Section 22(e)(3), as amended from time to time. In the event of a dispute, the
determination of Disability will be made by the Committee and will be supported
by advice of a physician competent in the area to which such Disability relates.
(f) "Exchange Act" means the Securities Exchange Act of 1934, as
amended from time to time.
(g) "Fair Market Value" with regard to a date means:
(1) the average of the high and low prices at which Stock shall
have been sold on that date or the last trading date prior to that date as
reported by the NASDAQ Stock Market (or, if applicable, as reported by a
national securities exchange selected by the Committee on which the shares of
Stock are then actively traded) and published in The Wall Street Journal,
(2) if Stock is not traded on a securities exchange, but is
reported by the NASDAQ Stock Market and market information is published on a
regular basis in The Wall Street Journal, the average of the published high and
low sales prices for that date or the last business day prior to that date as
published in The Wall Street Journal,
(3) if such market information is not published on a regular
basis, the average of the high bid and low asked prices of Stock in the over-
the-counter market on that date or the last business day prior to that date, as
reported by the NASDAQ Stock Market, or, if not so reported, by a generally
accepted reporting service, or
(4) if Stock is not publicly traded, as determined in good faith
by the Committee with due consideration being given to (i) the most recent
independent appraisal of the Company, if such appraisal is not more than twelve
months old and (ii) the valuation methodology used in any such appraisal
provided that, for purposes of granting awards other than Incentive Stock
Options, Fair Market Value of the shares of Stock may be determined by the
Committee by reference to the average market value determined over a period
certain or as of specified dates, to a tender offer price for the
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shares of Stock (if settlement of an award is triggered by such an event) or to
any other reasonable measure of fair market value.
(h) "Incentive Stock Option" means an option contemplated by the
provisions of Code Section 422 or any successor thereto.
(i) "Option" means a Non-Qualified Stock Option or an Incentive Stock
Option
(j) "Non-Qualified Stock Option" means an option that is not
designated as, or otherwise intended to be, an Incentive Stock Option.
(k) "Over 10% Owner" means an individual who at the time an Incentive
Stock Option is granted owns Stock possessing more than 10% of the total
combined voting power of the Company or one of its Subsidiaries, determined by
applying the attribution rules of Code Section 424(d).
(l) "Participant" means an individual who receives a Stock Incentive
hereunder.
(m) "Performance Unit Award" refers to a performance unit award as
described in Section 3.5.
(n) "Plan" means the Roper Industries, Inc. 2000 Stock Incentive Plan.
(o) "Stock" means Company's common stock, par value $.01.
(p) "Stock Appreciation Right" means a stock appreciation right
described in Section 3.3.
(q) "Stock Award" means a stock award described in Section 3.4.
(r) "Stock Incentive Agreement" means an agreement between the Company
and a Participant or other documentation evidencing an award of a Stock
Incentive.
(s) "Stock Incentive Program" means a written program established by
the Committee, pursuant to which Stock Incentives are awarded under the Plan
under uniform terms, conditions and restrictions set forth in such written
program.
(t) "Stock Incentives" means, collectively, Incentive Stock Options,
Non-Qualified Stock Options, Performance Units, Stock Appreciation Rights and
Stock Awards.
(u) "Subsidiary" means any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company if, with respect to
Incentive Stock Options, at the time of the granting of the Option, each of the
corporations other than the last corporation in the unbroken chain owns stock
possessing 50% or more of the total combined voting power of all classes of
stock in one of the other corporations in the chain. A Subsidiary shall include
any entity other than a corporation to the extent permissible under Code Section
424(f) and applicable regulations and rulings thereunder.
(v) "Termination of Employment" means the termination of the employee-
employer relationship between a Participant and the Company and its affiliates,
regardless of whether severance or similar payments are made to the Participant
for any reason, including, but not by way of limitation, a termination by
resignation, discharge, death, Disability or retirement. The Committee will, in
its absolute discretion, determine the effect of all matters and questions
relating to a Termination of Employment, including, but not by way of
limitation, the question of whether a leave of absence constitutes a Termination
of Employment.
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SECTION 2. THE STOCK INCENTIVE PLAN
2.1 Purpose of the Plan. The Plan is intended to (a) provide incentive to
officers, key employees and consultants of the Company and its affiliates to
stimulate their efforts toward the continued success of the Company and to
operate and manage the business in a manner that will provide for the long-term
growth and profitability of the Company; (b) encourage stock ownership by
officers and key employees by providing them with a means to acquire a
proprietary interest in the Company, to acquire shares of Stock, or to receive
compensation which is based upon appreciation in the value of Stock; and (c)
provide a means of obtaining, rewarding and retaining key personnel and
consultants.
2.2 Stock Subject to the Plan. Subject to adjustment in accordance with
Section 5.2, 1,000,000 shares of Stock (the "Maximum Plan Shares") are hereby
reserved exclusively for issuance pursuant to Stock Incentives. At no time may
the Company have outstanding under the Plan Stock Incentives subject to Section
16 of the Exchange Act and shares of Stock issued in respect of Stock Incentives
under the Plan in excess of the Maximum Plan Shares. The shares of Stock
attributable to the nonvested, unpaid, unexercised, unconverted or otherwise
unsettled portion of any Stock Incentive that is forfeited or cancelled or
expires or terminates for any reason without becoming vested, paid, exercised,
converted or otherwise settled in full will again be available for purposes of
the Plan.
2.3 Administration of the Plan. The Plan is administered by the
Committee. The Committee has full authority in its discretion to determine the
officers, key employees and consultants of the Company or its affiliates to whom
Stock Incentives will be granted and the terms and provisions of Stock
Incentives, subject to the Plan. Subject to the provisions of the Plan, the
Committee has full and conclusive authority to interpret the Plan; to prescribe,
amend and rescind rules and regulations relating to the Plan; to determine the
terms and provisions of the respective Stock Incentive Agreements and to make
all other determinations necessary or advisable for the proper administration of
the Plan. The Committee's determinations under the Plan need not be uniform and
may be made by it selectively among persons who receive, or are eligible to
receive, awards under the Plan (whether or not such persons are similarly
situated). The Committee's decisions are final and binding on all Participants.
2.4 Eligibility and Limits. Stock Incentives may be granted only to
officers, key employees and consultants of the Company, or any affiliate of the
Company; provided, however, that an Incentive Stock Option may only be granted
to an employee of the Company or any Subsidiary. In the case of Incentive Stock
Options, the aggregate Fair Market Value (determined as at the date an incentive
stock option is granted) of Stock with respect to which options intended to meet
the requirements of Code Section 422 become exercisable for the first time by an
individual during any calendar year under all plans of the Company and its
Subsidiaries may not exceed $100,000; provided further, that if the limitation
is exceeded, the Incentive Stock Option(s) which cause the limitation to be
exceeded will be treated as Non-Qualified Stock Option(s).
SECTION 3. TERMS OF STOCK INCENTIVES
3.1 Terms and Conditions of All Stock Incentives.
(a) The number of shares of Stock as to which a Stock Incentive may be
granted will be determined by the Committee in its sole discretion, subject to
the provisions of Section 2.2 as to the total number of shares available for
grants under the Plan and subject to the limits on Options and Stock
Appreciation Rights in the following sentence. The maximum number of shares of
Stock with respect to which Options or Stock Appreciation Rights may
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be granted during any fiscal year of the Company to any employee may not exceed
100,000, subject to adjustment in accordance with Section 5.2. In applying this
limitation, if an Option or Stock Appreciation Right, or any portion thereof,
granted to an employee is cancelled or repriced for any reason, then the shares
of Stock attributable to such cancellation or repricing either shall continue to
be counted as an outstanding grant or shall be counted as a new grant of shares
of Stock, as the case may be, against the affected employee's 100,000 limit for
the appropriate fiscal year.
(b) Each Stock Incentive will either be evidenced by a Stock Incentive
Agreement in such form and containing such terms, conditions and restrictions as
the Committee may determine to be appropriate, or be made subject to the terms
of a Stock Incentive Program, containing such terms, conditions and restrictions
as the Committee may determine to be appropriate. Each Stock Incentive
Agreement or Stock Incentive Program is subject to the terms of the Plan and any
provisions contained in the Stock Incentive Agreement or Stock Incentive Program
that are inconsistent with the Plan are null and void.
(c) The date a Stock Incentive is granted will be the date on which
the Committee has approved the terms of, and the satisfaction of any conditions
applicable to, the grant of the Stock Incentive and has determined the recipient
of the Stock Incentive and the number of shares covered by the Stock Incentive,
and has taken all such other actions necessary to complete the grant of the
Stock Incentive.
(d) Any Stock Incentive may be granted in connection with all or any
portion of a previously or contemporaneously granted Stock Incentive. Exercise
or vesting of a Stock Incentive granted in connection with another Stock
Incentive may result in a pro rata surrender or cancellation of any related
Stock Incentive, as specified in the applicable Stock Incentive Agreement or
Stock Incentive Program.
(e) Unless otherwise permitted by the Committee, Stock Incentives are
not transferable or assignable except by will or by the laws of descent and
distribution and are exercisable, during the Participant's lifetime, only by the
Participant; or in the event of the Disability of the Participant, by the legal
representative of the Participant; or in the event of death of the Participant,
by the legal representative of the Participant's estate or if no legal
representative has been appointed, by the successor in interest determined under
the Participant's will. Notwithstanding the foregoing, the Committee shall not
permit Incentive Stock Options to be transferred or assigned beyond the
limitations set forth in this Section 3.1(e).
3.2 Terms and Conditions of Options. Each Option granted under the Plan
must be evidenced by a Stock Incentive Agreement. At the time any Option is
granted, the Committee will determine whether the Option is to be an Incentive
Stock Option or a Non-Qualified Stock Option, and the Option must be clearly
identified as to its status as such. Incentive Stock Options may only be
granted to employees of the Company or any Subsidiary. At the time any
Incentive Stock Option granted under the Plan is exercised, the Company will be
entitled to legend the certificates representing the shares of Stock purchased
pursuant to the Option to clearly identify them as representing the shares
purchased upon the exercise of an Incentive Stock Option. An Incentive Stock
Option may only be granted within ten (10) years from the earlier of the date
the Plan is adopted or approved by the Company's stockholders.
(a) Option Price. Subject to adjustment in accordance with Section
5.2 and the other provisions of this Section 3.2, the exercise price (the
"Exercise Price") per share of Stock purchasable under any Option must be as set
forth in the applicable Stock Incentive Agreement, but in no event may it be
less than 85% of the Fair Market Value on the date the Option is granted; unless
the Option is an Incentive Stock Option in which case the
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Exercise Price may not be less than 100% of Fair Market Value. In addition, with
respect to each grant of an Incentive Stock Option to a Participant who is an
Over 10% Owner, the Exercise Price may not be less than 110% of the Fair Market
Value on the date the Option is granted. The Exercise Price of an Option may not
be reduced by the Committee following its date of grant.
(b) Option Term. Any Incentive Stock Option granted to a Participant
who is not an Over 10% Owner is not exercisable after the expiration of ten (10)
years after the date the Option is granted. Any Incentive Stock Option granted
to an Over 10% Owner is not exercisable after the expiration of five (5) years
after the date the Option is granted. The term of any Non-Qualified Stock
Option must be as specified in the applicable Stock Incentive Agreement.
(c) Payment. Payment for all shares of Stock purchased pursuant to
exercise of an Option will be made in any form or manner authorized by the
Committee in the Stock Incentive Agreement or by amendment thereto, including,
but not limited to, cash or, if the Stock Incentive Agreement provides:
(i) by delivery to the Company of a number of shares of Stock which
have been owned by the holder for at least six (6) months prior to the date of
exercise having an aggregate Fair Market Value of not less than the product of
the Exercise Price multiplied by the number of shares the Participant intends to
purchase upon exercise of the Option on the date of delivery; or
(ii) in an exercise effected through delivery of an irrevocable notice
of exercise to a broker.
In its discretion, the Committee also may authorize (at the time an
Option is granted or thereafter) Company financing to assist the Participant as
to payment of the Exercise Price on such terms as may be offered by the
Committee in its discretion. Payment must be made at the time that the Option
or any part thereof is exercised, and no shares may be issued or delivered upon
exercise of an option until full payment has been made by the Participant. The
holder of an Option, as such, has none of the rights of a stockholder.
(d) Conditions to the Exercise of an Option. Each Option granted
under the Plan is exercisable by whom, at such time or times, or upon the
occurrence of such event or events, and in such amounts, as the Committee
specifies in the Stock Incentive Agreement; provided, however, that subsequent
to the grant of an Option, the Committee, at any time before complete
termination of such Option, may accelerate the time or times at which such
Option may be exercised in whole or in part, including, without limitation, upon
any change in control described by the Stock Incentive Agreement and may permit
the Participant or any other designated person to exercise the Option, or any
portion thereof, for all or part of the remaining Option term, notwithstanding
any provision of the Stock Incentive Agreement to the contrary.
(e) Termination of Incentive Stock Option. With respect to an
Incentive Stock Option, in the event of Termination of Employment of a
Participant, the Option or portion thereof held by the Participant which is
unexercised will expire, terminate, and become unexercisable no later than the
expiration of three (3) months after the date of Termination of Employment;
provided, however, that in the case of a holder whose Termination of Employment
is due to death or Disability, one (1) year will be substituted for such three
(3) month period; provided, further that such time limits may be exceeded by the
Committee under the terms of the grant, in which case, the incentive stock
option will be a Non-Qualified Stock Option if it is exercised after the time
limits that would otherwise apply. For purposes of this Subsection (e),
Termination of Employment of the Participant will not be deemed to have occurred
if the Participant is employed by another corporation
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(or a parent or subsidiary corporation of such other corporation) which has
assumed the Incentive Stock Option of the Participant in a transaction to which
Code Section 424(a) is applicable.
(f) Special Provisions for Certain Substitute Options.
Notwithstanding anything to the contrary in this Section 3.2, any Option issued
in substitution for an option previously issued by another entity, which
substitution occurs in connection with a transaction to which Code Section
424(a) is applicable, may provide for an exercise price computed in accordance
with such Code Section and the regulations thereunder and may contain such other
terms and conditions as the Committee may prescribe to cause such substitute
Option to contain as nearly as possible the same terms and conditions (including
the applicable vesting and termination provisions) as those contained in the
previously issued option being replaced thereby.
3.3 Terms and Conditions of Stock Appreciation Rights. Each Stock
Appreciation Right granted under the Plan must be evidenced by a Stock Incentive
Agreement. A Stock Appreciation Right entitles the Participant to receive the
excess of (1) the Fair Market Value of a specified or determinable number of
shares of the Stock at the time of payment or exercise over (2) a specified or
determinable price which, in the case of a Stock Appreciation Right granted in
connection with an Option, may not be less than the Exercise Price for that
number of shares subject to that Option. A Stock Appreciation Right granted in
connection with a Stock Incentive may only be exercised to the extent that the
related Stock Incentive has not been exercised, paid or otherwise settled. The
base amount on which a Stock Appreciation Right is calculated shall not be
reduced by the Committee following its date of grant.
(a) Settlement. Upon settlement of a Stock Appreciation Right, the
Company must pay to the Participant the appreciation in cash or shares of Stock
(valued at the aggregate Fair Market Value on the date of payment or exercise)
as provided in the Stock Incentive Agreement or, in the absence of such
provision, as the Committee may determine.
(b) Conditions to Exercise. Each Stock Appreciation Right granted
under the Plan is exercisable or payable at such time or times, or upon the
occurrence of such event or events, and in such amounts, as the Committee
specifies in the Stock Incentive Agreement; provided, however, that subsequent
to the grant of a Stock Appreciation Right, the Committee, at any time before
complete termination of such Stock Appreciation Right, may accelerate the time
or times at which such Stock Appreciation Right may be exercised or paid in
whole or in part.
3.4 Terms and Conditions of Stock Awards.
(a) The number of shares of Stock subject to a Stock Award and
restrictions or conditions on such shares, if any, will be as the Committee
determines, and the certificate for such shares will bear evidence of any
restrictions or conditions. Subsequent to the date of the grant of the Stock
Award, the Committee has the power to permit, in its discretion, an acceleration
of the expiration of an applicable restriction period with respect to any part
or all of the shares awarded to a Participant. Subject to Subsections (b) and
(c) below, the Committee may require a cash payment from the Participant in an
amount no greater than the aggregate Fair Market Value of the shares of Stock
awarded determined at the date of grant in exchange for the grant of a Stock
Award or may grant a Stock Award without the requirement of a cash payment.
(b) Any Stock Award containing forfeitability provisions shall
generally vest over a period of no less than three (3) years.
(c) Any Stock Award that does not contain forfeitability provisions
shall be granted only in lieu of salary or cash bonuses otherwise payable to a
Participant and may be granted at up to a 15% discount to the
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Fair Market Value of the Stock as of the date of grant, but only if the Stock is
subject to material restrictions on transferability.
3.5 Terms and Conditions of Performance Unit Awards. A Performance Unit
Award shall entitle the Participant to receive, at a specified future date,
payment of a number of shares of Stock having Fair Market Value equal to the
value of a specified or determinable number of units (stated in terms of a
designated or determinable dollar amount per unit) granted by the Committee. At
the time of the grant, the Committee must determine the base value of each unit,
the number of units subject to a Performance Unit Award, the performance factors
applicable to the determination of the ultimate payment value of the Performance
Unit Award and the period over which Company performance shall be measured. The
Committee may provide for an alternate base value for each unit under certain
specified conditions.
(a) Payment. Payment in respect of Performance Unit Awards shall be
in the form of shares of Stock (valued at Fair Market Value as of the date
payment is owed), all on such terms and conditions as provided in the applicable
Stock Incentive Agreement or Stock Incentive Program or, in the absence of such
provision, as the Committee may determine.
(b) Conditions to Payment. Each Performance Unit Award granted under
the Plan shall be payable at such time or times, or upon the occurrence of such
event or events, and in such amounts, as the Committee shall specify in the
applicable Stock Incentive Agreement or Stock Incentive Program; provided,
however, that subsequent to the grant of a Performance Unit Award, the
Committee, at any time before complete termination of such Performance Unit
Award, may accelerate the time or times at which such Performance Unit Award may
be paid in whole or in part.
3.6 Treatment of Awards Upon Termination of Employment. Except as
otherwise provided by Plan Section 3.2(e), any award under this Plan to a
Participant who has experienced a Termination of Employment may be cancelled,
accelerated, paid or continued, as provided in the applicable Stock Incentive
Agreement or Stock Incentive Program, or, in the absence of such provision, as
the Committee may determine. The portion of any award exercisable in the event
of continuation or the amount of any payment due under a continued award may be
adjusted by the Committee to reflect the Participant's period of service from
the date of grant through the date of the Participant's Termination of
Employment or such other factors as the Committee determines are relevant to its
decision to continue the award.
SECTION 4. RESTRICTIONS ON STOCK
4.1 Escrow of Shares. Any certificates representing the shares of Stock
issued under the Plan will be issued in the Participant's name, but, if the
applicable Stock Incentive Agreement or Stock Incentive Program so provides, the
shares of Stock will be held by a custodian designated by the Committee (the
"Custodian"). Each applicable Stock Incentive Agreement or Stock Incentive
Program providing for transfer of shares of Stock to the Custodian must appoint
the Custodian as the attorney-in-fact for the Participant for the term specified
in the applicable Stock Incentive Agreement or Stock Incentive Program, with
full power and authority in the Participant's name, place and stead to transfer,
assign and convey to the Company any shares of Stock held by the Custodian for
such Participant, if the Participant forfeits the shares under the terms of the
applicable Stock Incentive Agreement or Stock Incentive Program. During the
period that the Custodian holds the shares subject to this Section, the
Participant is entitled to all rights, except as provided in the applicable
Stock Incentive Agreement or Stock Incentive Program, applicable to shares of
Stock not so held. Any dividends declared on shares of Stock held by the
Custodian must provide in the applicable Stock Incentive Agreement or Stock
Incentive Program, be paid directly to the Participant or, in the alternative,
be retained by the Custodian or by the Company until the expiration of the term
specified in the
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applicable Stock Incentive Agreement or Stock Incentive Program and shall then
be delivered, together with any proceeds, with the shares of Stock to the
Participant or to the Company, as applicable.
4.2 Restrictions on Transfer. The Participant does not have the right to
make or permit to exist any disposition of the shares of Stock issued pursuant
to the Plan except as provided in the Plan or the applicable Stock Incentive
Agreement or Stock Incentive Program. Any disposition of the shares of Stock
issued under the Plan by the Participant not made in accordance with the Plan or
the applicable Stock Incentive Agreement or Stock Incentive Program will be
void. The Company will not recognize, or have the duty to recognize, any
disposition not made in accordance with the Plan and the applicable Stock
Incentive Agreement or Stock Incentive Program, and the shares so transferred
will continue to be bound by the Plan and the applicable Stock Incentive
Agreement or Stock Incentive Program.
SECTION 5. GENERAL PROVISIONS
5.1 Withholding. The Company must deduct from all cash distributions
under the Plan any taxes required to be withheld by federal, state or local
government. Whenever the Company proposes or is required to issue or transfer
shares of Stock under the Plan or upon the vesting of any Stock Award, the
Company has the right to require the recipient to remit to the Company an amount
sufficient to satisfy any federal, state and local withholding tax requirements
prior to the delivery of any certificate or certificates for such shares or the
vesting of such Stock Award. A Participant may pay the withholding tax in cash,
or, if the applicable Stock Incentive Agreement or Stock Incentive Program
provides, a Participant may elect to have the number of shares of Stock he is to
receive reduced by, or with respect to a Stock Award, tender back to the
Company, the smallest number of whole shares of Stock which, when multiplied by
the Fair Market Value of the shares of Stock determined as of the Tax Date
(defined below), is sufficient to satisfy federal, state and local, if any,
withholding taxes arising from exercise or payment of a Stock Incentive (a
"Withholding Election"). A Participant may make a Withholding Election only if
both of the following conditions are met:
(a) the Withholding Election must be made on or prior to the date on
which the amount of tax required to be withheld is determined (the "Tax Date")
by executing and delivering to the Company a properly completed notice of
Withholding Election as prescribed by the Committee; and
(b) any Withholding Election made will be irrevocable except on six
months advance written notice delivered to the Company; however, the Committee
may in its sole discretion disapprove and give no effect to the Withholding
Election.
5.2 Changes in Capitalization; Merger; Liquidation.
(a) The number of shares of Stock reserved for the grant of Options,
Performance Unit Awards, Stock Appreciation Rights and Stock Awards; the number
of shares of Stock reserved for issuance upon the exercise or payment, as
applicable, of each outstanding Option, Performance Unit Award and Stock
Appreciation Right and upon vesting or grant, as applicable, of each Stock
Award; the Exercise Price of each outstanding Option and the specified number of
shares of Stock to which each outstanding Stock Appreciation Right pertains must
be proportionately adjusted for any increase or decrease in the number of issued
shares of Stock resulting from a subdivision or combination of shares or the
payment of a stock dividend in shares of Stock to holders of outstanding shares
of Stock or any other increase or decrease in the number of shares of Stock
outstanding effected without receipt of consideration by the Company.
(b) In the event of a merger, consolidation, extraordinary dividend
(including a spin-off), reorganization or other change in the capital
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structure of the Company or tender offer for shares of Stock, the Committee may
make such adjustments with respect to awards and take such other action as it
deems necessary or appropriate to reflect such merger, consolidation,
extraordinary dividend, reorganization, change in capital structure or tender
offer, including, without limitation, the substitution of new awards, or the
adjustment of outstanding awards, the acceleration of awards, the removal of
restrictions on outstanding awards, or the termination of outstanding awards in
exchange for the cash value determined in good faith by the Committee of the
vested and or unvested portion of the award. Any adjustment pursuant to this
Section 5.2 may provide, in the Committee's discretion, for the elimination
without payment therefor of any fractional shares that might otherwise become
subject to any Stock Incentive, but except as set forth in this Section may not
otherwise diminish the then value of the Stock Incentive.
(c) The existence of the Plan and the Stock Incentives granted
pursuant to the Plan must not affect in any way the right or power of the
Company to make or authorize any adjustment, reclassification, reorganization or
other change in its capital or business structure, any merger or consolidation
of the Company, any issue of debt or equity securities having preferences or
priorities as to the Stock or the rights thereof, the dissolution or liquidation
of the Company, any sale or transfer of all or any part of its business or
assets, or any other corporate act or proceeding.
5.3 Cash Awards. The Committee may, at any time and in its discretion,
grant to any holder of a Stock Incentive the right to receive, at such times and
in such amounts as determined by the Committee in its discretion, a cash amount
which is intended to reimburse such person for all or a portion of the federal,
state and local income taxes imposed upon such person as a consequence of the
receipt of the Stock Incentive or the exercise of rights thereunder.
5.4 Compliance with Code. All Incentive Stock Options to be granted
hereunder are intended to comply with Code Section 422, and all provisions of
the Plan and all Incentive Stock Options granted hereunder must be construed in
such manner as to effectuate that intent.
5.5 Right to Terminate Employment or Services. Nothing in the Plan or in
any Stock Incentive confers upon any Participant the right to continue as an
employee or officer of the Company or any of its affiliates or to continue to
provide services in any other respect or to affect the right of the Company or
any of its affiliates to terminate the Participant's employment or other
relationship at any time.
5.6 Non-Alienation of Benefits. Other than as specifically provided
herein or pursuant to the terms of the applicable Stock Incentive Agreement or
Stock Incentive Program, no benefit under the Plan may be subject in any manner
to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or
charge; and any attempt to do so shall be void. No such benefit may, prior to
receipt by the Participant, be in any manner liable for or subject to the debts,
contracts, liabilities, engagements or torts of the Participant.
5.7 Restrictions on Delivery and Sale of Shares; Legends. Each Stock
Incentive is subject to the condition that if at any time the Committee, in its
discretion, shall determine that the listing, registration or qualification of
the shares covered by such Stock Incentive upon any securities exchange or under
any state or federal law is necessary or desirable as a condition of or in
connection with the granting of such Stock Incentive or the purchase or delivery
of shares thereunder, the delivery of any or all shares pursuant to such Stock
Incentive may be withheld unless and until such listing, registration or
qualification shall have been effected. If a registration statement is not in
effect under the Securities Act of 1933 or any applicable state securities laws
with respect to the shares of Stock purchasable or otherwise deliverable under
Stock Incentives then outstanding,
<PAGE>
the Committee may require, as a condition of exercise of any Option or as a
condition to any other delivery of Stock pursuant to a Stock Incentive, that the
Participant or other recipient of a Stock Incentive represent, in writing, that
the shares received pursuant to the Stock Incentive are being acquired for
investment and not with a view to distribution and agree that the shares will
not be disposed of except pursuant to an effective registration statement,
unless the Company shall have received an opinion of counsel that such
disposition is exempt from such requirement under the Securities Act of 1933 and
any applicable state securities laws. The Company may include on certificates
representing shares delivered pursuant to a Stock Incentive such legends
referring to the foregoing representations or restrictions or any other
applicable restrictions on resale as the Company, in its discretion, shall deem
appropriate.
5.8 Listing and Legal Compliance. The Committee may suspend the exercise
or payment of any Stock Incentive so long as it determines that securities
exchange listing or registration or qualification under any securities laws is
required in connection therewith and has not been completed on terms acceptable
to the Committee.
5.9 Termination and Amendment of the Plan. The Board of Directors at any
time may amend or terminate the Plan without stockholder approval; provided,
however, that the Board of Directors may condition any amendment on the approval
of stockholders of the Company if such approval is necessary or advisable with
respect to tax, securities or other applicable laws. No such termination or
amendment without the consent of the holder of a Stock Incentive may adversely
affect the rights of the Participant under such Stock Incentive.
5.10 Stockholder Approval. The Plan must be submitted to the stockholders
of the Company for their approval within twelve (12) months before or after the
adoption of the Plan by the Board of Directors. If such approval is not
obtained, any Stock Incentive granted hereunder will be void.
5.11 Choice of Law. The laws of Delaware shall govern the Plan, to the
extent not preempted by federal law, without reference to the principles of
conflict of laws.
5.12 Effective Date of Plan. This Plan was approved by the Board of
Directors as of December 24, 1999, and shall become effective upon its approval
by the Company's shareholders.
ROPER INDUSTRIES, INC.
By:_____________________________
Title:__________________________
