EXHIBIT 10.05
THIS CONSULTING AGREEMENT entered into this lst day of June, 1996
between Roper Industries, Inc., a Delaware corporation ("Roper") with an address
at 160 Ben Burton Road, Bogart, Georgia and G.L. Ohrstrom & Co., a New York
partnership ("Consultant") with an address at 540 Madison Avenue, New York, New
York.
WITNESSETH:
-----------
WHEREAS, Roper desires to avail itself of the knowledge and experience
of Consultant in financial affairs and acquisition matters in furtherance of the
business of Roper and has offered to engage Consultant to render financial
consulting and acquisition advisory services to Roper; and
WHEREAS, Consultant desires to accept such engagement, upon the terms
and conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing premises, the mutual
covenants contained herein and for good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
SECTION 1. ENGAGEMENT OF CONSULTANT. Roper hereby engages Consultant
------------------------
to act as a financial and acquisitions advisor to Roper and to render services
to Roper, subject to and upon the terms and conditions set forth in this
Consulting Agreement. Consultant hereby accepts such engagement as described
herein. It is agreed by the parties hereto that Consultant is, and will at all
times be considered, an independent contractor and not an employee of Roper.
SECTION 2. TERM. Unless otherwise terminated as provided herein, the
----
respective duties and obligations of the parties hereto shall commence on June
1, 1996, and shall continue in full force and effect through June 1, 1999. This
agreement shall be automatically renewed for one (1) year periods unless one
party gives notice to the other party thirty (30) days prior to the expiration
hereof of its intent to terminate this Consulting Agreement.
SECTION 3. DUTIES OF CONSULTANT.
--------------------
3.1. Covered Activities. Consultant shall report to the chief
------------------
executive officer of Roper and shall advise and consult with such chief
executive officer of Roper, subject at all times to the policies and control of
the chief executive officer of Roper. The consulting services provided by
Consultant shall be to act as a finder for Roper with respect to potential
acquisitions for Roper and to provide general acquisition related and financial
advice (which shall also include the availability of meeting space and/or
secretarial and technological assistance which has been customary at
Consultant's New York office, if requested), subject to the following
conditions:
a. In the event Consultant locates an acquisition candidate which would
be compatible with, or is related to, the existing business segments
of Roper at such time, Consultant shall have an obligation to offer
such acquisition to Roper prior
to any other person or entity.
b. In the event Consultant locates an acquisition candidate which is
unrelated to Roper's existing business segments at such time,
Consultant shall be under no obligation to offer, but may offer, such
acquisition to Roper. There is no requirement under this Section 3.b.
that Consultant make any such offer, if at all, prior to any other
person or entity.
3.2 Additional Services. Roper may call upon Consultant to provide
-------------------
additional financial or advisory services within Consultant's expertise not
covered by Section 3.1 and in such event Roper shall compensate Consultant on a
per service basis; such fee to be negotiated by Roper and Consultant. Except as
set forth in this Section 3.2, all other terms and conditions contained in this
Consulting Agreement shall govern the provision of such additional services.
3.3 Availability. At the request of the chief executive officer of
------------
Roper, Consultant (through one or more of its partners or employees) shall make
itself available to consult with and advise the chief financial officer and the
chief executive officer of Roper, at reasonable times, concerning acquisition
and financial matters of Roper and its subsidiaries and affiliates.
Notwithstanding anything to the contrary contained in this Consulting Agreement,
Consultant (through one or more of its partners or employees) shall be required
to devote that amount of time providing services to Roper hereunder that is
reasonably necessary for Consultant to meet its obligations hereunder.
SECTION 4. CONSULTANT'S CONFIDENTIALITY AND DISCLOSURE. Both during
-------------------------------------------
the term of this Consulting Agreement and at any time thereafter, Consultant
will:
a. regard and preserve as confidential all knowledge and information
pertaining to the business of Roper, its subsidiaries and affiliates, including,
but not limited to, purchasing, marketing, systems, accounting, directors,
officers, employees and other personnel of Roper, its subsidiaries and
affiliates obtained by Consultant from any source whatsoever and which is not a
matter of public knowledge or which is treated by Roper as confidential; and
b. except on behalf of Roper, its subsidiaries or affiliates, not
communicate or divulge to any other person or entity or make use, for itself or
any other person or entity, of any of the records, documents, contracts,
writings, data or other information of Roper, its subsidiaries or affiliates,
whether or not the same is in written or recorded form, unless the same is a
matter of public knowledge.
Any document or other material prepared by the Consultant, alone or in
conjunction with others, in the course of providing services hereunder will be
deemed 'work for hire' and shall be the exclusive property of Roper. Without
limiting the generality of the foregoing, it is hereby agreed that the
prohibitions contained above shall be operative, whether inside or outside of
the United States, with respect to information or knowledge which may now or
hereafter be treated by Roper, its subsidiaries or affiliates as confidential.
Consultant's
obligation under this Section 4 shall survive the termination of this Consulting
Agreement.
SECTION 5. COMPENSATION.
------------
a. As full and complete compensation for all services provided
hereunder, other than those additional services provided pursuant to Section
3.2, Roper shall pay to Consultant compensation at a rate of Three Hundred
Thirty-Three Thousand Forty-Eight Dollars ($333,048) per annum, payable in
twelve (12) equal monthly payments of Twenty-Seven Thousand Seven Hundred Fifty-
Four Dollars ($27,754) on the fifteenth (15th) day of each month. Any other
payment due and owing to Consultant pursuant to Section 3.2 shall be paid as
agreed between Roper and Consultant.
b. Cost of Living Adjustment. The compensation payable to
-------------------------
Consultant hereunder shall be subject to adjustment, upward or downward, based
on the increase or decrease in the Consumer Price Index from year to year. For
purposes of this calculation, 1996 shall be deemed to be the base year and the
annual compensation set forth in Section 5a. shall be deemed to be the base
amount. The adjustment shall be calculated on the anniversary of this
Consulting Agreement.
SECTION 6. NO PROHIBITION ON CONSULTANT. Notwithstanding anything to
----------------------------
the contrary contained herein, subject to Section 4, Consultant shall not in any
manner be prevented, prohibited or bound to refrain from engaging in any
business or businesses of any kind or nature, or owning or dealing in stocks of
any corporation or making any investments of any kind. Notwithstanding the
foregoing, during the term of this Consulting Agreement, Consultant shall not
engage in any business activity which materially interferes with the performance
of Consultant's duties hereunder. This Agreement shall in no way affect the
services provided by, or compensation paid to, any of the partners or employees
of Consultant as directors of Roper.
SECTION 7. NON-SOLICITATION OF EMPLOYEES. During the term of this
-----------------------------
Consulting Agreement and for a period of one (1) year thereafter, Consultant
shall not, directly or indirectly, solicit or encourage any employee of Roper,
its subsidiaries or affiliates to leave such employment.
SECTION 8. TERMINATION. During the initial term of this Consulting
-----------
Agreement, either party may terminate this agreement upon one (1) year's prior
written notice to the other party of its intent to terminate. At all other
times, this Consulting Agreement may be terminated only upon the written
agreement of Roper and Consultant, or during renewal terms, upon thirty (30)
days' notice prior to the end of such renewal term that such party does not want
to renew the terms and conditions of this Consulting Agreement. Upon the
termination or expiration of this Consulting Agreement, Consultant shall return
to Roper any and all files, reports, analyses, charts, documents, and other
records or materials of any kind concerning or pertaining to Roper, its
subsidiaries or affiliates. Consultant shall not be required to return any such
materials its partners have received in their capacity as directors of Roper.
SECTION 9. NOTICES. Any and all notices required or permitted to be
-------
given hereunder shall be in writing and shall be given by certified or
registered mail or by personal delivery, but shall be deemed to have been given
when hand-delivered or when deposited in the United States mail, registered or
certified, return receipt requested, postage prepaid, addressed to the party to
whom notice is being given at the address of such party listed in the preamble
to this Consulting Agreement, or to such other address as may be furnished in
writing by such party to the other party to this Consulting Agreement.
SECTION 10. CONTENTS OF AGREEMENT, PARTIES IN INTEREST, ASSIGNMENT
------------------------------------------------------
ETC. This Consulting Agreement sets forth the entire understanding of the
- ---
parties with respect to the matters contemplated hereby and any previous
agreements or understandings between the parties regarding the subject matter
hereof are merged into and superseded by this Consulting Agreement. This
Consulting Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective permitted successors and assigns. Neither
party may assign this Consulting Agreement without the prior written consent of
the other party.
SECTION 11. WAIVER. A waiver by either party of any of the terms and
------
conditions of this Consulting Agreement in any instance shall not be deemed or
construed to be a waiver of such term or condition for the future, or of any
subsequent breach thereof.
SECTION 12. AMENDMENT OF CONSULTING AGREEMENT. Notwithstanding
---------------------------------
anything to the contrary contained in this Consulting Agreement, this Consulting
Agreement may be amended at any time only by written instrument duly executed by
each of the parties hereto.
SECTION 13. COUNTERPARTS. This Consulting Agreement may be executed
------------
in any number of counterparts, each of which when so executed, shall constitute
an original copy hereof, but all of which together shall constitute one and the
same document.
SECTION 14. GOVERNING LAWS AND ENFORCEMENT. This Consulting Agreement
------------------------------
shall be construed and enforced in accordance with the laws of the State of New
York, without giving effect to principles of conflicts of law thereof. Should
any clause, sentence or Section of this Consulting Agreement be judicially or
administratively determined to be invalid, unenforceable or void by the laws of
the State of New York or United States of America or any agency or subdivision
thereof, such decision shall not have the effect of invalidating or voiding the
remainder of this Consulting Agreement and the parties hereto agree that the
part or parts of this Consulting Agreement so held to be invalid, unenforceable
or void, shall be deemed to have been deleted herefrom and the remainder shall
have the same force and effectiveness as if such part or parts had never been
included herein.
IN WITNESS WHEREOF, the parties have executed this Consulting
Agreement as of the date first above written.
ROPER INDUSTRIES, INC.,
A DELAWARE CORPORATION
By: /s/ Derrick N. Key
-----------------------------
Name:
Title: President & CEO
G.L. OHRSTROM & CO.,
A NEW YORK PARTNERSHIP
By: /s/ Donald G. Calder
-----------------------------
Name:
Title: Partner