EXHIBIT 10.02
ROPER INDUSTRIES, INC.
1993 STOCK OPTION PLAN FOR NONEMPLOYEE DIRECTORS
1. PURPOSE
The purpose of the Roper Industries, Inc. 1993 Stock Option 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.
2. SHARES SUBJECT TO THE PLAN
The shares of common stock (the "Common Stock") of the Company for which
options under the Plan may be granted (the "Shares") shall be shares currently
authorized but unissued or currently held or subsequently acquired by the
Company as treasury shares, including shares purchased in the open market or in
private transactions. If any option granted under the Plan expires or terminates
for any reason without having been exercised in full, the Shares subject to, but
not delivered under, such option may become available for the grant of other
options under the Plan. No shares delivered to the Company in full or partial
payment of an option price payable pursuant to Paragraph 6.3 shall become
available for the grant of other options under the Plan.
3. ADMINISTRATION OF THE PLAN
The Plan shall be administered by the Compensation Committee of the
Company's Board of 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.
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.
5. NONSTATUTORY STOCK OPTIONS
All options granted under the Plan shall be nonstatutory options not
intended to qualify under Section 422 of the Internal Revenue Code of 1986, as
amended.
6. OPTION TERMS
Each option granted to an Eligible Director under the Plan and the
issuance of Shares thereunder shall be subject to the following terms:
6.1 Option Agreements
Each option granted under the Plan shall be evidenced by an option
agreement (an "Agreement") duly executed on behalf of the Company and by the
Eligible Director to whom such option is granted 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 Option Share Authority, Grant Size and Grant Dates
Options for a total number of Shares (as adjusted pursuant to Article 7)
approved for listing on the New York Stock Exchange prior to January 1, 2001
(460,000) may be granted under the Plan. Following his or her initial
appointment or election as a Director, each Eligible Director shall receive
annually a grant (a "Grant") of options to purchase 4,000 Shares (subject to
adjustment pursuant to Article 7). 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
therewith.
6.3 Option Exercise Price
The option exercise price per share for an Initial or Annual Grant shall
be the average of the Fair Market Values (as hereinafter defined) for the fifth
through the ninth business days (days on which the NASDAQ National Market
System, or such other 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 Vesting; Exercise
An option shall vest and become nonforfeitable on the day of the Annual
Meeting of Shareholders following the fiscal year in which the option was
granted, if the optionee has continued to serve as a Director until that
meeting. An option shall thereafter become exercisable, subject to Section 6.7,
according to the following schedule.
Portion of Option Grant Day on Which
that Becomes Exercisable Portion Becomes Exercisable
- ------------------------ ---------------------------
20% Date of the first Annual Meeting after the option grant
additional 20% Date of the second Annual Meeting after the option grant
additional 20% Date of the third Annual Meeting after the option grant
additional 20% Date of the fourth Annual Meeting after the option grant
final 20% Date of the fifth Annual Meeting after the option grant
6.5 Time and Manner of Option Exercise
Any vested and exercisable option is exercisable 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 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 of the option exercise price may be in cash or by bank-certified,
cashier's, or personal check or, to the extent permitted by the Committee,
payment may be in whole or part by:
a. transfer to the Company of shares of Common Stock having a Fair
Market Value equal to the option exercise price at the time of such
exercise, or
b. delivery of instructions to the Company to withhold from the
Shares that would otherwise be issued on the exercise that number of
Shares having a Fair Market Value equal to the option exercise price at
the time of such exercise.
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 optionee's service as a
Director, other than by reason of retirement, total and permanent
disability or death, the then-outstanding options of such optionee 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 optionee would be entitled to a
retirement benefit under the Company's "Retirement Savings Plan", as then
in effect, if the Eligible Director were an employee of the Company.
b. In the event of the termination of an optionee's service as a
Director by reason of retirement or total and permanent disability, the
then-outstanding options of such optionee that have vested pursuant to
Section 6.4 shall become exercisable, to the full extent of the number of
Shares remaining covered by such options, regardless of whether such
options were previously exercisable, and each such option shall expire
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 an optionee while the optionee is a
Director, the then outstanding options of such optionee that have vested
pursuant to Section 6.4 shall become exercisable, to the full extent of
the number of Shares remaining covered by such options, regardless of
whether such options were previously exercisable, and each such option
shall expire four years after the date of death of such optionee or on the
stated expiration date, whichever is earlier.
Exercise of a deceased optionees' options that are still exercisable shall
be by the estate of such optionee or by a person or persons whom the optionee
has designated in writing filed with the Company, or. if no such designation has
been made, by the person or persons to whom the optionee's rights have passed by
will or the laws of descent and distribution.
6.8 Transferability
The right of an optionee to exercise an option granted under the Plan
shall, during the lifetime of such optionee, be exercisable only by such
optionee 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 optionee 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 the recipient of an option under
the Plan nor an optionee'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.
6.9.2 Limitation as to Directorship. Neither the Plan, nor the granting of
an option, 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 to record as a
holder of record of Shares the name of the individual exercising an option under
the Plan, 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.
7. CAPITAL ADJUSTMENTS
The number and class of Shares with respect to which an option may be
granted to an Eligible Director under the Plan as provided in Article 6, the
number and class of Shares subject to each outstanding option, and the exercise
price per Share specified in each such 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.
8. EXPENSES OF THE PLAN
All costs and expenses of the adoption and administration of the Plan shall be
dome by the Company, and none of such expenses shall be charged to any optionee.
9. EFFECTIVE DATE AND DURATION OF THE PLAN
The Plan shall be effective immediately following 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.
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 promulgated under Section 16 of the Securities
Exchange Act of 1934, as amended, no amendment shall be made more than once
every six months that would change the amount, price 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.