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EXHIBIT 10.3
Form for Employees
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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Continuous Status as a
Participant
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 employment
with the Company or any Subsidiary 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 employment termination, 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 1 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 employed by the Company or an
Affiliate; or
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(b)
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as to all of the Shares, the termination of
Grantee’s employment due to death or Disability;
or
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(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 converted or substituted in
connection with a Change in Control, upo
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