Exhibit 10.4
ROPER INDUSTRIES,
INC.
AMENDED AND RESTATED EMPLOYEE
STOCK PURCHASE PLAN
This Documents restates in its
entirety the Employee Stock Purchase Plan previously adopted by the
shareholders of the Company on March 17, 2000 and includes the
amendments thereto adopted by the Board of Directors of the Company
and implemented on July 1, 2001 and August 30, 2007.
1.
Purpose. The purpose of the Roper Industries,
Inc. Employee stock Purchase Plan (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”).
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.
(d) Dividends
paid on shares of Common Stock held by the custodian identified in
Paragraph 9 for the benefit of a participant also shall be applied
to the purchase of shares of Common Stock for the Offering Period
in which the dividends are paid, unless the participant has
withdrawn from the Plan or otherwise ceases to be an active
participant (such dividends are referred to herein as
‘Credited Dividends’). Credited Dividends
shall be credited to the participant’s bookkeeping account
under the Plan; shall be commingled with the general assets of the
Company and the Company shall not be obligated to pay interest on
any such dividends.
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 and Credited
Dividends 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.
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 and
Credited Dividends shall be the average of (i) 95% of the fair
market value of a share of Common Stock on the Beginning Date, and
(ii) 95% 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 and Credited Dividends credited to the
participant’s account on that Exercise Date can
