EXHIBIT 10.1
EXECUTION VERSION
October 20, 2004
Mr. Michael W. Towe
1318 Farreu Lane
West Chester, PA 19380
Re: Offer Letter of Employment
Dear Mike:
This letter is to confirm our offer of employment to join Roper Industries Inc.
("Roper" or the "Company") as Vice President and Chief Financial Officer. You
will report to the undersigned. While a start date needs to be finalized with
you, this offer assumes a start date of no later than November 8, 2004.
Compensation:
- Your annual base salary will be $350,000. Your performance
will be measured and reviewed as of December 31 of each year
starting December 31, 2005, at which time you will be eligible
for a salary review.
- You will be eligible for an annual incentive of up to 100% of
your base salary. For plan year 2005, your annual incentive
will be guaranteed to be no less than $100,000, subject to
being an employee at the time of the scheduled February 2006
payout.
- Provided you begin your employment with Roper no later than
November 8, 2004, you will receive a hiring award of $100,000.
- You will be eligible to participate in the Roper Stock Option
program. You will receive 10,000 options at time of hire.
- You will be eligible to receive restricted stock awards. You
will receive 15,000 restricted shares at time of hire as an
initial hiring consideration. These shares will be issued as a
replacement for certain benefits which you will be forfeiting
at a former company. The shares will vest on a 3-year cliff
vesting schedule. If your employment is terminated by Roper
without "cause" (as hereinafter defined) or due to your death
or permanent disability prior to the 3rd anniversary of your
start date, these shares will immediately vest on the
termination date.
- You will receive 7,500 additional restricted shares as part of
our annual program review of executive officers for the 2005
review period.
Mr. Michael W. Towe
October 20, 2004
Page 2
Employee Benefits:
- You will be eligible for all Company employee benefits
available to Roper's corporate officers including disability,
health, dental, vision, life insurance, a 401-K Plan (subject
to its six-month waiting period) under which the Company would
make base and matching contributions of up to 7-1/2% of your
salary and a non-qualified deferred compensation plan (no
waiting period) under which you could defer all or a portion
of your cash compensation. Details of these and other benefits
are provided in the materials previously provided to you.
Coverage will commence on your start date with Roper to the
extent permitted under the applicable plans.
- Customary vacation, holidays and sick leave and business
expense reimbursement.
- - An Executive Financial Planning allowance will be provided for an
advisor of your choice with accreditations: CPA, CFA or JD.
Auto Car Allowance:
- - Roper will lease an automobile of your choice for your use under its
corporate officer program.
Relocation:
- - Roper will reimburse (and gross up) the customary moving and relocation
expenses you incur at the time of your relocation and will provide
reasonable temporary accommodations per Roper's policy for corporate
officers until your relocation.
Severance:
- - If Roper terminates your employment without cause (as used herein,
"cause" shall mean your commission of any crime involving the funds or
the assets of the Company, your willful breach of the Company's ethical
and other policies and guidelines of conduct applicable to you, or your
continued non-performance of duties in the manner requested by the
Chief Executive Officer after written notice thereof), you will be
entitled to receive one year's severance (monthly installments) equal
to your then-current monthly base salary plus 1 year of medical benefit
coverage. In addition, you will be entitled to receive a pro rata
amount of the bonus for the then-current year, assuming we achieve the
level of performance for which a bonus is paid for that year.
Mr. Michael W. Towe
October 20, 2004
Page 3
Change of Control:
- - If a "change of control" occurs, all stock options, shares of
restricted stock, and any other equity-based awards held by you which
are described in this letter will become fully vested on the date of
such change of control. As used herein, "change of control" shall mean
that the control of the majority interest in Roper's common stock
passes to a single individual or entity (including related parties) or
that Roper merges with another unrelated company and the shareholders
of that other company control more than 50% of the common stock of the
merged entity.
Mike, we look forward to you joining the Roper team. All of us are excited about
the contributions you can make as we continue to build shareholder value.
Sincerely yours, Accepted by:
/s/ Michael W. Towe
Brian D. Jellison ---------------------------
Chairman, President & CEO Michael W. Towe
Date: 10/20/2004
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