EXHIBIT 10.2
ROPER INDUSTRIES, INC.
1993 STOCK PLAN FOR NONEMPLOYEE DIRECTORS,
AS AMENDED AND RESTATED
EFFECTIVE AS OF
MARCH 11, 2003
SECTION 1. PURPOSE
The purpose of the Roper Industries, Inc. 1993 Stock Plan for
Nonemployee Directors (the "Plan") is to promote the interests of Roper
Industries, Inc. (the "Company") and its shareholders by strengthening the
Company's ability to attract and retain the services of experienced and
knowledgeable nonemployee directors and by encouraging such directors to
acquire an increased proprietary interest in the Company.
SECTION 2. SHARES SUBJECT TO THE PLAN
The total number of shares of common stock (the "Common Stock") of the
Company which may be issued pursuant to the exercise of stock options granted
under the Plan and through restricted stock grants made under the Plan after
January 1, 2001 shall not exceed the 460,000 shares of Common Stock which were
approved for listing on the New York Stock Exchange before January 1, 2001, as
such number might be adjusted under Section 7, (the "Shares") The Shares shall
consist of shares of Common Stock currently authorized but unissued or
currently held or subsequently acquired by the Company as treasury shares,
including shares purchased in the open market and in private transactions. If
any option granted under the Plan expires or terminates for any reason without
having been exercised in full or any restricted stock grant is forfeited, the
Shares subject to, but not delivered under, such option and the forfeited
Shares of restricted stock may become available for the grant of other options
or for other restricted stock grants under the Plan. No shares delivered to the
Company in full or partial payment of an option price payable pursuant to
Section 6.3 shall become available for the grant of other options or restricted
stock grants under the Plan.
SECTION 3. ADMINISTRATION OF THE PLAN
The Plan shall be administered by the Compensation Committee of the
Company's Board of Directors or, if all the members of such committee are not
"non-employee directors" as such term is defined in Rule 16b-3 under Section 16
of the Securities Exchange Act of 1934, as amended ("Rule 16b-3"), a
subcommittee of such committee which consists of two or more members of such
committee who are "non-employee directors (the "Committee"). Subject to the
terms of the Plan, the Committee shall have the power to construe the
provisions of the Plan, to determine all questions arising thereunder, and to
adopt and amend such rules and regulations for administering the Plan as the
Committee deems desirable; provided that, the terms and conditions of each
stock option grant and each restricted stock grant made under Section 6 shall
be set by the Board of Directors after taking into account any recommendations
made by the Committee with respect to such grant.
SECTION 4. PARTICIPATION IN THE PLAN
Each member of the Company's Board of Directors (a "Director") who is
not otherwise an employee of the Company or any subsidiary of the Company (an
"Eligible Director") shall be eligible to participate in the Plan.
SECTION 5. ANNUAL STOCK OPTION AND RESTRICTED STOCK GRANT CAP
Each Eligible Director shall be eligible to receive each calendar year
a stock option grant to purchase Shares or a restricted stock grant of Shares
or such a stock option grant and such a restricted stock grant, provided the
total number of Shares subject all grants made under the Plan for any calendar
year to any Eligible Director shall not exceed 4,000 Shares. The 4,000 Share
figure in this Section 5 shall be subject to adjustment under Section 7.
SECTION 6. OPTION AND RESTRICTED STOCK GRANT TERMS
Each option granted to an Eligible Director and each restricted stock
grant made to an Eligible Director under the Plan and the issuance of Shares
pursuant to the exercise of such option or the vesting of the restricted stock
grant shall be subject to the following terms:
6.1 AGREEMENTS
Each option granted and each restricted stock grant made under the
Plan shall be evidenced by an agreement (an "Agreement") duly executed on
behalf of the Company and by the Eligible Director to whom such grant is made
and dated as of the applicable date of grant. Each Agreement shall be signed on
behalf of the Company by an officer or officers delegated such authority by the
Committee using either manual or facsimile signature. Each Agreement shall
comply with and be subject to the terms and conditions of the Plan. Any
Agreement may contain such other terms, provisions and conditions not
inconsistent with the Plan as may be determined by the Committee.
6.2 GRANT SIZE AND GRANT DATES
Following his or her initial appointment or election as a Director,
each Eligible Director shall receive annually a grant (a "Grant") of stock
options or restricted stock, or a combination of stock options and restricted
stock, subject to the cap set forth in Section 5, as determined by the Board of
Directors after taking into account any recommendations made by the Committee
with respect to such grant. A Grant for any year shall be made following the
Annual Meeting of Shareholders (as described in the Company's By-Laws) held in
that year, provided that such Eligible Director is serving as a Director at the
time of such Annual Meeting of Shareholders. Such Grants to an Eligible
Director first elected at an Annual Meeting of Shareholders will commence with
such meeting. The Shares subject to a restricted stock Grant made to an
Eligible Director shall be issued in the name of the Eligible Director and held
by the Company subject to the terms of such Grant after he or she executes an
irrevocable stock power in form and substance satisfactory to the Company with
respect to such Shares pursuant to which a forfeiture can be effected by the
Company in accordance with the terms of such Grant.
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6.3 OPTION EXERCISE PRICE
The option exercise price per Share for any option Grant shall be the
average of the Fair Market Values (as hereinafter defined) for the fifth
through the ninth business days (which are days on which the exchange on which
the Shares shall be traded is open for trading) following the date of grant.
For purposes of the Plan, "Fair Market Value" equals the mean of the high and
low per share trading prices for the Common Stock as reported in THE WALL
STREET JOURNAL.
6.4 EXERCISE OF OPTIONS AND VESTING OF RESTRICTED STOCK
(a) OPTIONS. An Eligible Director's right to an option shall be
nonforfeitable on the day the option is granted, but the option shall not be
exercisable until the first anniversary of the Annual Meeting as of which the
option is granted and shall only be exercisable on or after that anniversary
date with respect to 50% of the number of Shares subject to such option. The
remainder of the option shall be exercisable on or after the second anniversary
of the Annual Meeting as of which the option is granted.
(b) RESTRICTED STOCK. An Eligible Director shall forfeit his or
her right to 100% of the Shares subject to a restricted stock Grant if his or
her status as a Director terminates for any reason before the end of the six
month period which starts on the date of the Annual Meeting as of which the
restricted stock Grant is made and shall forfeit his or her right to at least
50% of the Shares subject to the restricted stock Grant if his or her status as
a Director terminates for any reason before the first anniversary of the date
of the Annual Meeting as of which the restricted stock Grant is made. If an
Eligible Director's status as a Director terminates for any reason after the
first anniversary of the Annual Meeting as of which the restricted stock Grant
is made, his or her Agreement shall specify the percentage, if any, of the
Shares subject to such Grant which the Eligible Director will forfeit if his or
her status as a Director terminates for any reason after the first anniversary
of such Annual Meeting.
(c) EXCEPTIONS. The Board of Directors may provide such
exceptions to the forfeiture provisions of Section 6.4(b) in the Agreement for
an Eligible Director as the Board of Directors deems reasonable and appropriate
based on the circumstances described in Section 6.7 under which a Director's
right to exercise an option will extend beyond the date his or her service as a
Director terminates; provided, however, there shall be no exception to the
forfeiture provisions of Section 6.4(b) for a termination of service described
in Section 6.7(a)(ii) or any other termination of service at a time when a
Director would be entitled to an early retirement benefit under the Company's
"Retirement Savings Plan", as then in effect, if the Eligible Director were an
employee of the Company.
6.5 TIME AND MANNER OF OPTION EXERCISE
Any option when exercisable maybe exercised in whole or in part at any
time or from time to time during the option period by giving written notice,
signed by the person exercising the option, to the Company stating the number
of Shares with respect to which the option is
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being exercised and accompanied by payment in full of the option exercise price
for the number of Shares to be purchased. The date both such notice and payment
are received by the office of the Secretary of the Company shall be the date of
exercise of the stock option as to such number of Shares. No option may at any
time be exercised with respect to a fractional share.
6.6 PAYMENT OF EXERCISE PRICE
Payment for all shares of Common Stock purchased pursuant to the
exercise of an option will be made in any form or manner authorized by the
Committee in the related Agreement or by any amendment thereto, including, but
not limited to, cash or, if the Agreement provides:
(i) by delivery to the Company of a number of Shares which have
been owned by the holder for at least six (6) months prior to the date
of exercise having a aggregate Fair Market Value of not less than the
product of the exercise price multiplied by the number of shares the
Eligible Director intends to purchase upon the exercise of the option
on the date of delivery; or
(ii) by a deemed delivery of a number of Shares which the Eligible
Director identifies in a notice to the Company and which had been
owned by the Director for at least six (6) months, in which event the
Company shall only deliver to the Eligible Director pursuant to the
exercise of the option with such deemed delivery of shares a number of
Shares equal to the excess of the number of shares so purchased on
such exercise of the option over the number of shares described in
such notice; or
(iii) in an exercise effected through delivery of an irrevocable
notice of exercise to a broker.
Any delivery or deemed delivery of Shares of Common Stock shall be valued at
Fair Market Value on the date of the delivery of such shares to the Company or,
in the case of a deemed delivery, the date the related notice is delivered to
the Company.
If the Fair Market Value of the number of whole shares of Common Stock
transferred or the number of whole option Shares surrendered is less than the
total exercise price of the option, the shortfall must be made up in cash.
6.7 TERM OF OPTIONS
Each option shall expire ten years from its date of grant, but shall
be subject to earlier termination as follows:
(a) In the event of the termination of an Director's service as a
Director, other than by reason of retirement, total and permanent disability or
death, the then-outstanding options of such Director shall automatically expire
on the effective date of such termination. For purposes of the Plan, the term
"by reason of retirement" means (i) mandatory retirement pursuant to Board
policy or (ii) termination of service voluntarily at a time when the Director
would be entitled to an early retirement benefit under the Company's
"Retirement Savings Plan", as then in effect, if the Eligible Director were an
employee of the Company.
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(b) In the event of the termination of a Director's service as a
Director by reason of retirement or total and permanent disability, the
then-outstanding options of such Director shall be exercisable until four years
after the date of such termination or on the stated grant expiration date,
whichever is earlier.
(c) In the event of the death of a Director while serving as a
Director, the then outstanding options of such Director shall be exercisable
until four years after the date of death of such Director or on the stated
expiration date, whichever is earlier.
Exercise of a deceased Director's options that are still exercisable
shall be by the estate of such Director or by a person or persons whom the
Director has designated in writing filed with the Company, or. if no such
designation has been made, by the person or persons to whom the Director's
rights have passed by will or the laws of descent and distribution.
6.8 TRANSFERABILITY
The right of a Director to exercise an option granted under the Plan
shall, during the lifetime of such Director, be exercisable only by such
Director or pursuant to a qualified domestic relations order as defined by the
Internal Revenue Code of 1986, as amended, or Title I of the Employee
Retirement Income Security Act, or the rules thereunder (a "QDRO"), and shall
not be assignable or transferable by such Director other than by will or the
laws of descent and distribution or a QDRO.
6.9. LIMITATION OF RIGHTS
6.9.1 LIMITATION AS TO SHARES. Neither an Eligible Director nor an
Eligible Director's successor or successors in interest shall have any rights
as a shareholder of the Company with respect to any Shares subject to an option
granted to such person until the date of issuance of a stock certificate for
such Shares. If any Shares are issued to an Eligible Director pursuant to a
restricted stock Grant, he or she shall have the right to vote such shares and
to receive the cash dividends paid on such shares pending the time he or she
either forfeits such shares or vests in such shares, but any dividends other
than cash dividends on such shares and any other distributions made with
respect to such shares shall be held by the Company subject to the same
restrictions as the Shares issued to the Eligible Director pursuant to such
restricted stock Grant.
6.9.2 LIMITATION AS TO DIRECTORSHIP. Neither the Plan, nor the
granting of an option or the making of a restricted stock grant, nor any other
action taken pursuant to the Plan shall constitute or be evidence of any
agreement or understanding, express or implied, that an Eligible Director has a
right to continue as a Director for any period of time or at any particular
rate of compensation.
6.10 REGULATORY APPROVAL AND COMPLIANCE
The Company shall not be required to issue any certificate or
certificates for Shares upon the exercise of an option granted under the Plan or
the grant of any restricted stock under the Plan or to record as a holder of
record of Shares the name of the individual exercising an option
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under the Plan or receiving any restricted stock, without obtaining to the
complete satisfaction of the Committee, the approval of all regulatory bodies
deemed necessary by the Committee and without complying, to the Committee's
complete satisfaction, with all rules and regulations under federal, state, or
local law deemed applicable by the Committee.
6.11 GRANT ALTERNATIVES
If an Eligible Director is subject to tax in a jurisdiction other than
the United States and if the Committee determines that tax consequences to
options or restricted stock grants in such jurisdiction are materially less
favorable to the Eligible Director than the tax consequences to an Eligible
Director under the laws of the United States, the Committee shall have the
right and the discretion to make grants to such Eligible Director which are
alternatives to option Grants or restricted stock Grants to the extent the
Committee determines that such alternatives can achieve tax consequences for
the Eligible Director which are more like the consequences to an Eligible
Director under the laws of the United States and such alternatives do not have
consequences to the Company which are materially less favorable to the Company
than the consequences to options or restricted stock Grants.
SECTION 7. CAPITAL ADJUSTMENTS
The number and class of Shares described in Section 2, the number and
class of Shares with respect to which an option may be granted or a restricted
stock Grant made to an Eligible Director under the Plan as provided in Section
5, the number and class of Shares subject to each outstanding option and
restricted stock Grant, and the exercise price per Share specified in each
outstanding option shall be proportionately adjusted for any increase or
decrease in the number of issued shares of Common Stock resulting from a
split-up or consolidation of shares or any like capital adjustment, or the
payment of any stock dividend, or other increase or decrease in the number of
such shares effected without receipt of consideration by the Company.
SECTION 8. EXPENSES OF THE PLAN
All costs and expenses of the adoption and administration of the Plan
shall be paid by the Company, and none of such expenses shall be charged to any
Eligible Director.
SECTION 9. EFFECTIVE DATE AND DURATION OF THE PLAN
The Plan originally was be effective immediately following its initial
approval by the Company's shareholders. The Plan shall continue in effect until
it is terminated by action of the Board of Directors or the Company's
shareholders, but such termination shall not affect the terms of any
then-outstanding options. The amended and restated Plan shall be effective as
of March 31, 2003.
SECTION 10. TERMINATION AND AMENDMENT OF THE PLAN
The Board may amend, terminate or suspend the Plan at any time, in its
sole and absolute discretion; provided, however, that, if required to qualify
the Plan under Rule 16b-3, no amendment shall be made more than once every six
months that would change the amount, price
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or timing of the Initial and Annual Grants, other than to comport with changes
in the Internal Revenue Code of 1986, as amended, or the rules and regulations
promulgated thereunder; and provided, further, that if required to qualify the
Plan under Rule 16b-3, no amendment that would:
a. materially increase the number of Shares that may be issued
under the Plan,
b. materially modify the requirements as to eligibility for
participation in the Plan, or,
c. otherwise materially increase the benefits accruing to
participants under the Plan shall be made without the approval of the Company's
shareholders.
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