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EXHIBIT 10.1
Form for Employee Directors
R E S T R I C T E D S T O C K A W A R D C E R
T I F I C A T E
Non-transferable
G R A N T T O
("GRANTEE")
by Roper Industries, Inc. (the "Company") of
_____ shares of its common stock, $0.01 par value
(the "Shares")
pursuant to and subject to the provisions of the Roper
Industries, Inc. 2006 Incentive Plan (the "Plan") and to the terms
and conditions set forth on the following page (the "Terms and
Conditions"). By accepting the Shares, Grantee shall be deemed to
have agreed to the terms and conditions set forth in this
Certificate and the Plan. Capitalized terms used herein and not
otherwise defined shall have the meanings assigned to such terms in
the Plan.
Unless vesting is accelerated in accordance with the Plan or in
the discretion of the Committee, the Shares will vest (become
non-forfeitable) in accordance with the following schedule:
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Months of Service as a
Director
after Grant Date
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Percent of Shares
Vested
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IN WITNESS WHEREOF, Roper Industries, Inc.,
acting by and through its duly authorized officers, has caused this
Certificate to be duly executed.
TERMS AND CONDITIONS
1. Restrictions . The Shares are subject to each of the
following restrictions. "Restricted Shares" mean those Shares that
are subject to the restrictions imposed hereunder which
restrictions have not then expired or terminated. Restricted Shares
may not be sold, transferred, exchanged, assigned, pledged,
hypothecated or otherwise encumbered. If Grantee’s service as
a director of the Company terminates for any reason other than as
set forth in paragraph (b) or (d) of Section 2
hereof, then Grantee shall forfeit all of Grantee’s right,
title and interest in and to the Restricted Shares as of the date
of termination of service, and such Restricted Shares shall revert
to the Company immediately following the event of forfeiture. The
restrictions imposed under this Section shall apply to all shares
of the Company’s Stock or other securities issued with
respect to Restricted Shares hereunder in connection with any
merger, reorganization, consolidation, recapitalization, stock
dividend or other change in corporate structure affecting the Stock
of the Company.
2. Expiration and Termination of Restrictions . The
restrictions imposed under Section 2 will expire on the
earliest to occur of the following (the period prior to such
expiration being referred to herein as the "Restricted
Period"):
(a) as to the percentages of the Shares specified on the cover
page hereof, on the respective dates specified on the cover page
hereof; provided Grantee is then still providing services as a
director of the Company; or
(b) as to all of the Shares, the termination of Grantee’s
service as a director of the Company due to death or Disability;
or
(c) the occurrence of a Change in Control, except with respect
to any Restricted Shares assumed by the surviving entity or
otherwise equitably converted or substituted in connection with the
Change in Control; or
(d) with respect to any Restricted Shares assumed by the
surviving entity or otherwise equitably
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