ROPER INDUSTRIES INC (Form: 10-K, Received: 03/02/2009 06:07:59)

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This Amended and Restated Employment Agreement (this "Agreement") dated as of December 29, 2008, is between Brian Jellison (the "Executive") and Roper Industries, Inc., a Delaware corporation (the "Company"). This Agreement amends and restates the Employment Agreement between the parties dated as of November 6, 2001 (the “Original Employment Agreement”).

W I T N E S S E T H:

WHEREAS, the Company employs the Executive as its President and Chief Executive Officer under terms and conditions as set forth in the Original Employment Agreement; and

WHEREAS, the Company and the Executive desire to amend and restate the original Employment Agreement for the purposes of complying with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the Treasury Regulations and Internal Revenue Service guidance thereunder;

NOW, THEREFORE, the parties agree as follows:

1. Employment . The Company hereby employs the Executive, and the Executive hereby accepts employment with the Company, upon the terms and subject to the conditions set forth herein.

2. Term . This Agreement commenced on November 1, 2001 (the "Effective Date") and shall continue during the period in which the Executive remains employed by the Company (the "Term"). The Executive shall be considered an at-will employee and his employment may be terminated by either party subject to the obligations of the parties upon such termination as may be set forth hereinafter.

3. Position . During the Term, the Executive shall serve as President and Chief Executive Officer of the Company.

4. Duties and Reporting Relationship . The Executive shall have duties and responsibilities commensurate with his title and status as President and Chief Executive Officer. He shall at all times be the highest-ranking officer of the Company, reporting to the Board of Directors of the Company (the "Board"). During the Term, the Executive shall, on a full time basis, use the Executive's skills and render services to the best of the Executive's abilities in supervising and conducting the operations of the Company and, except for his continuing to serve as a member of the Board of Directors of Champion Enterprises, Inc and on any committees thereof and as a member of the Board of Directors of Tavant, Inc., the Executive shall not engage in any other business activities except with the prior written approval of the Board or its duly authorized designee. The Executive agrees to be employed by the Company in such capacity for the Term, subject to all the covenants and conditions hereinafter set forth.

5. Place of Performance . The Executive shall perform his duties and conduct his business at the principal executive offices of the Company, except for required travel on the Company's business.

6. Salary and Annual Bonus .

(a) Base Salary . The Executive's base salary hereunder shall be $1,000,000 a year, payable no less frequently than monthly and prorated for any partial year of employment. The Board shall review such base salary at least annually and may increase, but not decrease, such base salary as it may deem advisable.

(b) Annual Bonus . The Company shall provide the Executive with an opportunity to earn upon achievement of target performance goals established by the Compensation Committee of the Board, an annual bonus of up to one hundred percent (100%) of the Executive's base salary (the "Target Bonus").

7. Vacation, Holidays and Sick Leave . During the Term, the Executive shall be entitled to paid vacation, paid holidays and sick leave in accordance with the Company's standard policies for its senior executive officers; provided however, that in no event shall the Executive be entitled to less than four (4) weeks of vacation per year.

8. Business Expenses . The Executive shall be reimbursed for all ordinary and necessary business expenses incurred by the Executive in connection with the Executive's employment upon timely submission by the Executive of receipts and other documentation as required by the Internal Revenue Code and in conformance with the Company's normal procedures. Notwithstanding the foregoing, (i) the reimbursements provided in any one calendar year shall not affect the amount of reimbursements provided in any other calendar year; (ii) the reimbursement of an eligible expense shall be made as soon as practicable but no later than December 31 of the year following the year in which the expense was incurred; and (iii) Executive’s rights pursuant to this Section 8 shall not be subject to liquidation or exchange for another benefit.

9. Pension and Welfare Benefits . During the Term, the Executive shall be eligible to participate fully in all health benefits, insurance programs, pension and retirement plans and other employee benefit and compensation arrangements available to senior executive officers of the Company generally. In addition, the Executive shall be entitled to use a new Company paid automobile and the Company will pay initiation and monthly dues for the Executive at a country club of his choice which is reasonably acceptable to the Board of Directors of the Company. Notwithstanding the foregoing, (i) the Company’s payment or reimbursements for the automobile and country club dues provided in any one calendar year shall not affect the amount of such payments or reimbursements provided in any other calendar year; (ii) the reimbursement of an eligible expense shall be made as soon as practicable but no later than December 31 of the year following the year in which the expense was incurred; and (iii) Executive’s rights pursuant to this Section 9 shall not be subject to liquidation or exchange for another benefit.

10. Relocation Benefits . The Executive shall be entitled to relocation benefits in accordance with the Company's relocation policy. In addition and notwithstanding the relocation policy:

(a) The Company shall gross-up any portion of such relocation benefits which are taxable to the Executive for all state, federal and local income taxes based on the Executive's highest marginal income tax rates, which amount shall be considered additional relocation benefits;

(b) The Company will pay for the Executive's temporary living expenses for up to six months; and

(c) The Executive will not be obligated to return all relocation benefits unless prior to the first anniversary of the Effective Date, the Executive voluntarily terminates his employment with the Company without Good Reason (as defined below) or is terminated by the Company for Cause (as defined below).

11. Stock Options . On the Effective Date, the Company granted to the Executive, pursuant to the terms of the Company's 2000 Stock Incentive Plan (the "Stock Incentive Plan") and the Company's 1991 Stock Option Plan (the "Stock Option Plan"), options to purchase in the aggregate 200,000 shares of common stock of the Company having an exercise price equal to the fair market value of the Company's common stock as of the Effective Date, all of which have since become vested. In the event the Executive's employment is terminated by the Company without Cause (as defined below) or the Executive resigns with Good Reason (as defined below), then that portion of any option (including any additional options that may be granted to the Executive after the Effective Date) that would have vested at the next anniversary of the Effective Date following the Date of Termination shall be and become fully vested on the Date of Termination and, notwithstanding any provision to the contrary in the applicable Stock Option Agreement, any option held by the Executive to the extent then vested, may be exercised and shall not expire until the earlier of (A) the expiration of the option term as set forth in the Stock Option Agreement or (B) the expiration of the severance period set forth in Section 13(d)(ii). In addition to the grant set forth in this Section, the Board or the Compensation Committee thereof may grant to the Executive such other and additional awards under the Stock Incentive Plan (or any successor plan) as may from time to time be deemed appropriate.

12. Termination of Employment .

(a) General . The Executive's employment hereunder may be terminated only under the circumstances described in this Section 12.

(b) Death or Disability .

(i) The Executive's employment hereunder shall automatically terminate upon the death of the Executive.

(ii) If the Company determines in good faith that Executive has become Disabled (as defined below), the Company may terminate the Executive's employment hereunder for any such incapacity (a "Disability"). Executive shall be Disabled if either of the following conditions is met: (i) Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months; or (ii) Executive is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company.

(c) Termination by the Company . The Company may terminate the Executive's employment hereunder at any time, whether or not for Cause. For purposes of this Agreement, "Cause" shall mean (i) the continuous and willful failure or refusal by the Executive to perform the Executive's duties hereunder (other than any such failure resulting from the Executive's incapacity due to physical or mental illness), which has not ceased within ten (10) days after a written demand for substantial performance is delivered to the Executive by the Company, which demand identifies with particularity the manner in which the Company believes that the Executive has not performed such duties, (ii) the engaging by the Executive in willful misconduct which is materially injurious to the Company, monetarily or otherwise (including, but not limited to, conduct which violates Section 16 hereof) or an act of moral turpitude which is materially injurious to the Company, monetarily or otherwise (including, but not limited to, conduct which violates Section 16 hereof) or (iii) the conviction of the Executive of, or the entering of a plea of nolo contendere by, the Executive with respect to a felony.

For purposes of this provision, no act or failure to act, on the part of Executive shall be considered "willful" unless it is done, or omitted to be done, by Executive in bad faith or without reasonable belief that the Executive's action or omission was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board of Directors or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. The cessation of employment of the Executive shall not be deemed to be for Cause unless prior to such termination there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the disinterested membership of the Board of Directors at a meeting of such Board of Directors called and held for such purpose (after reasonable notice is provided to the Executive and the Executive is given an opportunity to be heard before such Board of Directors), finding, that, in the good faith opinion of the Board of Directors, the Executive is guilty of the conduct described in clause (i), (ii) or (iii) above.

(d) Termination by the Executive for Good Reason . The Executive shall be entitled to terminate his employment hereunder for Good Reason. For purposes of this Agreement, "Good Reason" shall mean any one of the following acts by the Company, or failures by the Company to act, unless, in the case of any act or failure to act described below, such act or failure to act is corrected within the 30-day cure period described below or unless Executive has otherwise consented thereto in writing:

(i) any material diminution in the Executive's authorities or responsibilities (including reporting responsibilities) or from his status, title, position or responsibilities (including reporting responsibilities) without the Executive's express written consent to accept any such change; the assignment to him of any duties or work responsibilities which are materially inconsistent with such status, title, position or work responsibilities; or any removal of the Executive from, or failure to reappoint or reelect him to any of such positions, except if any such changes are because of Disability, retirement, death or Cause;

(ii) a more than 10% reduction by the Company in the Executive's base salary or Target Bonus as in effect on the date hereof or as the same may be increased from time to time;

(iii) the relocation of the Executive's office at which the Executive is to perform the Executive's duties, to a location more than fifty (50) miles from the location at which the Executive previously performed the Executive's duties hereunder, except for required travel on the Company's business;

(iv) the failure by the Company to comply with any material provision of this Agreement, which failure has not been cured within thirty (30) days after notice of such noncompliance has been given by the Executive to the Company; or

(v) any purported termination of the Executive's employment by the Company which is not effected pursuant to a Notice of Termination satisfying the requirements of Section 12(f) below.

Notwithstanding the foregoing, none of the events described in clauses (i) through (v) of this Section 12(d) will constitute Good Reason unless the Executive has notified the Company in writing describing the events which constitute Good Reason (which notice must be given no later than ninety (90) days after the initial occurrence of such events) and the Company has failed to cure such events within thirty (30) days after the Company’s receipt of such written notice. If an event of Good Reason shall remain uncured within such 30-day cure period, the Executive may resign for such event of Good Reason within a period of twenty-three (23) months after the end of such cure period. Absent further guidance to the contrary, the parties intend, believe and take the position that a resignation by the Executive for Good Reason as defined above effectively constitutes an involuntary separation from service within the meaning of Section 409A of the Code and Treas. Reg §1.409A-1(n)(2).

(e) Voluntary Resignation . Should the Executive wish to resign from his position with the Company or terminate his employment for other than Good Reason during the Term, the Executive shall give sixty (60) days written notice to the Company ("Notice Period"), specifying the date as of which his resignation is to become effective. During the Notice Period, the Executive shall cooperate fully with the Company in an effort to achieve a smooth transition of the Executive's duties and responsibilities to such person(s) as may be designated by the Company. The Company reserves the right to accelerate the Date of Termination by giving the Executive notice, but the Company shall in that case pay and provide the Executive with all payments and benefits he would otherwise have been entitled to (other than disability benefits) had he remained employed through the end of the Notice Period, including payment of amounts due to the Executive under Section 6(a) and, to the extent applicable, Section 6(b) for the balance of the Notice Period. The Company's obligation to continue to employ the Executive or to continue payment of the amounts described in the preceding sentence shall cease immediately if: (1) the Executive has not satisfied his obligations to cooperate fully with a smooth transition or (2) the Company has grounds to terminate the Executive's employment immediately for Cause. Conversely, if during the Notice Period the Executive comes to have grounds to resign with Good Reason (other than the grounds described in Section 12(d)(i) or, only to the extent related to the matters covered in Section 12(d)(i), Section 12(d)(iv)), then Executive may, by notice, deem the resignation to be with Good Reason, in which case the rights and obligations set forth herein for a Good Reason termination shall govern.

(f) Notice of Termination . Any purported termination of the Executive's employment by the Company or by the Executive shall be communicated by written Notice of Termination to the other party hereto in accordance with Section 19. "Notice of Termination" shall mean a notice that shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive's employment under the provision so indicated.

(g) Date of Termination . "Date of Termination" shall mean (i) if the Executive's employment is terminated because of death, the date of the Executive's death, (ii) if the Executive's employment is terminated for Disability, the date Notice of Termination is given, (iii) if the Executive's employment is terminated pursuant to Subsection (c) or (e) hereof or for any other reason (other than death or Disability, Good Reason or Cause), the date specified in the Notice of Termination which shall not be less than sixty (60) days from the date such Notice of Termination is given, (iv) if the Executive's employment is terminated pursuant to Subsection (c) for reasons of Cause, immediately upon delivery the Notice of Termination, and (v) if the Executive's employment is terminated pursuant to Subsection (d) hereof, the date specified in the Notice of Termination which shall not be less than thirty (30) days from the date such Notice of Termination is given.

(h) Change in Control . For purposes of this Agreement, a Change in Control of the Company shall have occurred if:

(i) any "Person" (as defined in Section 3(a)(9) of the Securities Exchange Act of 1934 (the "Exchange Act") as modified and used in Sections 13(d) and 14(d) of the Exchange Act) other than (1) the Company or any of its subsidiaries, (2) any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its subsidiaries, (3) an underwriter temporarily holding securities pursuant to an offering of such securities, (4) any creditor of the Company (but not any transferee of such creditor even if such transferee shall also be a creditor) who is issued shares of the Company's common stock in connection with the implementation of the Company's plan of reorganization which shall be effective as of the Effective Date, or (5) any corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of the Company's common stock), is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing more than 40% of the combined voting power of the Company's then outstanding voting securities;

(ii) during any period of not more than two (2) consecutive years, not including any period prior to the Effective Date, individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in clause (i), (iii), or (iv) of this Section 12(h)) whose election by the Board or nomination for election by the Company's stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof;

(iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than (A) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving or parent entity) 50% or more of the combined voting power of the voting securities of the Company or such surviving or parent entity outstanding immediately after such merger or consolidation or (B) a merger or consolidation in which no person acquires 40% or more of the combined voting power of the Company's or such surviving or parent entity's then outstanding securities; or

(iv) the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets or all or substantially all of its and its subsidiaries' assets, taken as a whole, (or any transaction having a similar effect).

(i) Return of Property . When the Executive ceases to be employed by the Company, the Executive will promptly surrender to the Company all Company property, including without limitation, all records and other documents belonging to the Company that were obtained by him or entrusted to him during the course of his employment with the Company provided, however, that the Executive may retain copies of such documents as necessary for the Executive's personal records for federal income tax purposes.

13. Compensation During Disability, Death or Upon Termination .

(a) If the Executive's employment is terminated by his death or Disability, the Company shall pay (i) any base salary due to the Executive under Section 6(a) through the date of such termination, (ii) any earned but unpaid bonus from any prior fiscal year of the Company, (iii) all other unpaid amounts, if any, to which the Executive is entitled as of the Date of Termination under any compensation plan or program of the Company, at the time such payments are due, and (iv) an amount equal to the Target Bonus he would have received for the fiscal year that ends on or immediately after the Date of Termination, assuming the Company achieved the target level for which a bonus is paid under the plan described in Section 6(b), prorated for the period beginning on the first day of the fiscal year in which occurs the Date of Termination through the Date of Termination.

(b) If the Executive's employment is terminated by the Company for Cause or by the Executive for other than Good Reason, the Company shall pay the Executive (i) his base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given, (ii) any earned but unpaid bonus from any prior fiscal year of the Company, and (iii) all other unpaid amounts, if any, to which the Executive is entitled as of the Date of Termination under any compensation plan or program of the Company, at the time such payments are due, and the Company shall have no further obligations to the Executive under this Agreement.

(c) If within one (1) year following a Change in Control, either the Company terminates the Executive's employment without Cause or the Executive terminates his employment for Good Reason, then

(i) the Company shall pay the Executive (I) his base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given, (II) any earned but unpaid bonus from any prior fiscal year of the Company, and (III) all other unpaid amounts, if any, to which the Executive is entitled as of the Date of Termination under any compensation plan or program of the Company, at the time such payments are due;

(ii) in lieu of any further salary or other payments to the Executive for periods subsequent to the Date of Termination, the Company shall pay as liquidated damages to the Executive an aggregate lump sum amount (the “Change in Control Severance Payment”) equal to the product of (A) the sum of (1) the Executive's base salary at the rate in effect as of the date the Notice of Termination is given and (2) the greater of (I) the average of the annual bonuses actually paid to the Executive by the Company with respect to the two (2) fiscal years which immediately precede the year in which the Date of Termination occurs (provided if there was a bonus paid to the Executive with respect only to one fiscal year that immediately precedes the year in which the Date of Termination occurs, then such single year's bonus shall be utilized in the calculation pursuant to this subclause (I)) and (II) the bonus the Executive would earn based on the Target Bonus applicable for the year of termination and (B) the number two (2.0);

(iii) the Company shall pay the Executive an amount equal to the prorated Target Bonus (prorated in the same manner set forth in Section 13(a) hereof) that would have been paid for the period beginning on the first day of the fiscal year in which the Date of Termination occurs;

(iv) the Company shall continue coverage for the Executive, on the same terms and conditions as would be applicable if the Executive were an active Employee, under the Company's life insurance, medical, health and similar welfare benefit plans (other than group disability benefits) for a period of twenty-four (24) months after the date of Termination (the “Welfare Benefits Continuation Period”); provided, however, that if the Executive would not be eligible for continued coverage under the Company’s group medical plans beyond the applicable period under Code Section 4980B (COBRA), then during the nineteenth (19 th ) month after the Date of Termination, the Company shall pay to the Executive a lump sum cash payment equal to the applicable monthly premium under COBRA (less the 2% administrative fee and less the active-employee rate for such coverage), multiplied by the number of months remaining in the Welfare Benefits Continuation Period. Benefits otherwise receivable by the Executive pursuant to this Section 13(c)(iv) shall be reduced to the extent comparable benefits are actually received by the Executive from a subsequent employer during the Welfare Benefits Continuation Period, and the Executive shall report to the Company any such benefits actually received by him. During the Welfare Benefits Continuation Period, (I) the benefits provided in any one calendar year shall not affect the amount of benefits provided in any other calendar year (other than the effect of any overall coverage benefits under the applicable plans); (II) the reimbursement of an eligible taxable expense shall be made as soon as practicable but not later than December 31 of the year following the year in which the expense was incurred; and (III) the Executive’s rights pursuant to this Section 13(c)(iv) shall not be subject to liquidation or exchange for another benefit;

(v) all options, shares of restricted stock, performance shares and any other equity based awards shall be and become fully vested as of the Date of Termination and, notwithstanding any provision to the contrary in the applicable Stock Option Agreement, any such options may be exercised and shall not expire until the earlier of (I) the expiration of the option term as set forth in the Stock Option Agreement or (II) the second anniversary of the Date of Termination; and

(vi) the payments provided for in this Section 13(c) (other than Section 13(c)(iv)) shall be made (I) on a date determined by the Company that is within thirty (30) days following the Date of Termination or (II) if the Executive is a Specified Employee (as defined in Section 27) on the Date of Termination, on any later date required by Section 27(c) of this Agreement.

(d) If either following the first anniversary of or prior to a Change of Control, the Executive terminates his employment for Good Reason or the Company terminates the Executive's employment without Cause, then

(ii) if the Date of Termination occurs after December 31, 2008, then in lieu of any further salary or other payments to the Executive for periods subsequent to the Date of Termination, the Company shall pay as liquidated damages to the Executive an aggregate lump sum amount equal to 24 times the Executive’s monthly base salary at the rate in effect as of the date the Notice of Termination is given (the “Non-Change in Control Severance Payment”);

(iii) the Company shall pay the Executive his Target Bonus prorated (in the manner set forth in Section 13(a) hereof) for the period beginning on the first day of the fiscal year in which occurs the Date of Termination through the Date of Termination;

(iv) the Company shall continue coverage for the Executive, on the same terms and conditions as would be applicable if the Executive were an active employee, under the Company's life insurance, medical, health, and similar welfare benefit plans (other than group disability) for the Welfare Benefits Continuation Period (as defined in Section 13(c)(iv) above); provided, however, that if the Executive would not be eligible for continued coverage under the Company’s group medical plans beyond the applicable period under COBRA, then during the nineteenth (19 th ) month after the Date of Termination, the Company shall pay to the Executive a lump sum cash payment equal to the applicable monthly premium under COBRA (less the 2% administrative fee and less the active-employee rate for such coverage), multiplied by the number of months remaining in the Welfare Benefits Continuation Period. Benefits otherwise receivable by the Executive pursuant to this Section 13(d)(iv) shall be reduced to the extent comparable benefits are actually received by the Executive from a subsequent employer during the Welfare Benefits Continuation Period, and the Executive shall report to the Company any such benefits actually received by him. During the Welfare Benefits Continuation Period, (I) the benefits provided in any one calendar year shall not affect the amount of benefits provided in any other calendar year (other than the effect of any overall coverage benefits under the applicable plans); (II) the reimbursement of an eligible taxable expense shall be made as soon as practicable but not later than December 31 of the year following the year in which the expense was incurred; and (III) the Executive’s rights pursuant to this Section 13(d)(iv) shall not be subject to liquidation or exchange for another benefit; and

(v) the payments provided for in this Section 13(d) (other than Sections 13(d)(ii) and (iv)) shall be made (I) on a date determined by the Company that is within thirty (30) days following the Date of Termination, or (II) if the Executive is a Specified Employee (as defined in Section 27 of this Agreement) on the Date of Termination, on any later date required by Section 27(c).

(e) The Executive shall not be required to mitigate the amount of any payment or benefit provided for in this Section 13 by seeking other employment or otherwise, and, except as provided in Sections 13(c)(iv) and 13(d)(iv) hereof, the amount of any payment or benefit provided for in this Section 13 shall not be reduced by any compensation or benefits earned by the Executive as the result of employment by another employer or by retirement benefits or from any other source.

(f) Release . Prior to making any payment pursuant to Sections 13(d)(ii) and 13(d)(iii), the Company shall have the right to require the Executive to sign, and the Executive hereby agrees to sign, an agreement to be bound by the terms of Section 16 of this Agreement and a waiver, in the form attached hereto as Exhibit A, of all claims the Executive may have (including any claims under the Age Discrimination in Employment Act). The Company shall have no obligation to make any payments pursuant to Sections 13(d)(ii) or 13(d)(iii) if the release (if requested by the Company) has not been signed and the revocation period for such release has not expired on or before the time for commencement of such payment as specified in this Agreement.

14. Representations and Covenants .

(a) The Company represents and warrants that this Agreement has been authorized by all necessary corporate action of the Company and is a valid and binding agreement of the Company enforceable against it in accordance with its terms.

(b) The Executive represents and warrants that he is not a party to any agreement or instrument that would prevent him from entering into or performing his duties in any way under this Agreement. The Executive agrees and covenants that he will obtain, and submit to, such physical examinations as may be necessary to facilitate the Company obtaining an insurance policy for its benefit insuring the life of the Executive.

15. Successors; Binding Agreement .

(a) This Agreement is not assignable by the Company except to a successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company, provided that such successor expressly assumes and agrees to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place.

(b) This Agreement is a personal contract and the rights and interests of the Executive hereunder may not be sold, transferred, assigned, pledged, encumbered, or hypothecated by him, except as otherwise expressly permitted by the provisions of this Agreement. This Agreement shall inure to the benefit of and be enforceable by the Executive and his personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive should die while any amount would still be payable to him hereunder had the Executive continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to his devisee, legatee or other designee or, if there is no such designee, to his estate.

16. Confidentiality and Non-Competition Covenants .

(a) The Executive covenants and agrees that he will not at any time during or at any time after the end of the Term, directly or indirectly, use for his own account, or disclose to any person, firm or corporation, other than authorized officers, directors and employees of the Company or its subsidiaries, Confidential Information (as hereinafter defined) that is treated as trade secrets by the Company and will not at any time during or for five years following the Date of Termination, directly or indirectly, use for his own account, or disclose to any person, firm or corporation, other than authorized officers, directors and employees of the Company or its subsidiaries, any other Confidential Information. As used herein, "Confidential Information" of the Company means information of any kind, nature or description which is disclosed to or otherwise known to the Executive as a direct or indirect consequence of his association with the Company, which information is not generally known to the public or in the business in which the Company is engaged or which information relates to specific opportunities within the scope of the Company's business which were considered by the Executive or the Company during the term of this Agreement. Confidential Information that is treated as confidential trade secrets by the Company shall include, but not be limited to, strategic operating plans and budgets, policy and procedure manuals, computer programs, financial forms and information, patient or resident lists and accounts, supplier information, accounting forms and procedures, personnel policies, information pertaining to the salaries, positions and performance reviews of the Company's employees, information on the methods of the Company's operations, research and data developed by or for the benefit of the Company and information relating to revenues, costs, profits and the financial condition of the Company. Confidential Information does not include any information that (i) is generally known to the public or the business in which the Company engages other than as a result of unauthorized disclosure by the Executive, (ii) can be discovered, compiled or ascertained by a third party without substantial burden or expense, or (iii) was known to the Executive prior to accepting employment with the Company. During the Term and for a period of two (2) years following the termination of the Executive's employment, the Executive shall not, directly or indirectly, solicit or induce any person who is then an employee of the Company or its subsidiaries to terminate his or her employment by the Company or its subsidiaries in order to obtain employment by any person, firm or corporation affiliated with the Executive and the Executive shall not or cause any other person, firm or corporation affiliated with the Executive to hire any employee of the Company or its subsidiaries or any other person who was an employee of the Company or its subsidiaries within the twelve (12) month period prior to the Executive's Date of Termination.

(b) The Executive covenants and agrees that any information, materials, ideas, discoveries, techniques or programs developed or discovered by the Executive in connection with the performance of his duties hereunder shall remain the sole and exclusive property of the Company and, to the extent it constitutes Confidential Information, shall be subject to the covenants contained in the preceding paragraph.

(c) The Executive covenants and agrees that during the Term and for a period of one (1) years following the termination of the Executive's employment, the Executive shall not, directly or indirectly, own an interest in, operate, join, control, or participate as a partner, director, principal, officer, or agent of, enter into the employment of, or act as a consultant to, in any case in which he has control or supervision over a significant portion of any entity which competes with the Company and whose principal business is designing, manufacturing and distributing specialty industrial controls, fluid handling and analytical instrumentation products. Notwithstanding anything herein to the contrary, the foregoing provisions of this Section 16(c) shall not prevent the Executive from acquiring securities representing not more than 5% of the outstanding voting securities of any publicly held corporation.

(d) Without limiting the right of the Company to pursue all other legal and equitable remedies available for violation by the Executive of the covenants contained in this Section 16, it is expressly agreed by the Executive and the Company that such other remedies cannot fully compensate the Company for any such violation and that the Company shall be entitled to injunctive relief, without the necessity of proving actual monetary loss, to prevent any such violation or any continuing violation thereof. Each party intends and agrees that if in any action before any court or agency legally empowered to enforce the covenants contained in this Section 16, any term, restriction, covenant or promise contained herein is found to be unreasonable and accordingly unenforceable, then such term, restriction, covenant or promise shall be deemed modified to the extent necessary to make it enforceable by such court or agency. The covenants contained in Section 16 shall survive the conclusion of the Executive's employment by the Company.

17. Entire Agreement . This Agreement contains all the understandings between the parties hereto pertaining to the matters referred to herein, and on the Effective Date shall supersede all undertakings and agreements, whether oral or in writing, previously entered into by them with respect thereto. The Executive represents that, in executing this Agreement, he does not rely and has not relied upon any representation or statement not set forth herein made by the Company with regard to the subject matter, bases or effect of this Agreement or otherwise.

18. Amendment or Modification . Waiver. No provision of this Agreement may be amended or waived unless such amendment or waiver is agreed to in writing, signed by the Executive and by a duly authorized officer of the Company. No waiver by any party hereto of any breach by another party hereto of any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of a similar or dissimilar condition or provision at the same time, any prior time or any subsequent time.

19. Notices . Any notice to be given hereunder shall be in writing and shall be deemed given when delivered personally, sent by courier or telecopy or registered or certified mail, postage prepaid, return receipt requested, addressed to the party concerned at the address indicated below or to such other address as such party may subsequently give notice of hereunder in writing:

To Executive at: Brian Jellison

4085 Founders Club Drive

Sarasota, FL 34240

To the Company at: Roper Industries, Inc.

6901 Professional Parkway East

Suite 200

Sarasota FL 34240

Attn: Chairman of the Board of Directors

With a copy to: General Counsel

Roper Industries, Inc.

6901 Professional Parkway East

Suite 200

Sarasota FL 34240

Any notice delivered personally or by courier under this Section 19 shall be deemed given on the date delivered and any notice sent by telecopy or registered or certified mail, postage prepaid, return receipt requested, shall be deemed given on the date telecopied or mailed.

20. Severability . If any provision of this Agreement or the application of any such provision to any party or circumstances shall be determined by any court of competent jurisdiction to be invalid and unenforceable to any extent, the remainder of this Agreement or the application of such provision to such person or circumstances other than those to which it is so determined to be invalid and unenforceable, shall not be affected thereby, and each provision hereof shall be validated and shall be enforced to the fullest extent permitted by law.

21. Survivorship . The respective rights and obligations of the parties hereunder shall survive any termination of this Agreement to the extent necessary to the intended preservation of such rights and obligations.

22. Governing Law: Attorney's Fees .

(a) This Agreement will be governed by and construed in accordance with the laws of the State of Georgia, without regard to its conflicts of laws principles.

(b) The prevailing party in any dispute arising out of this Agreement shall be entitled to be paid its reasonable attorney's fees and litigation expenses incurred in connection with such dispute from the other party to such dispute. If the Executive is awarded the right to recover fees and expenses under this Section 22, the reimbursement of an eligible expense shall be made within ten business days after delivery of Executive’s written request for payment accompanied with such evidence of fees and expenses incurred as the Company reasonably may require, but in no event later than March 15 of the year after the year in which such rights are established.

23. Dispute Resolution . The Executive and the Company shall not initiate legal proceedings relating in any way to this Agreement or to the Executive's employment or termination from employment with the Company until thirty (30) days after the party against whom the claim is made ("respondent") receives written notice from the claiming party of the specific nature of any purported claims and the amount of any purported damages attributable to each such claim. The Executive and the Company further agree that if respondent submits the claiming party's claim to the CPR Institute for Dispute Resolution, JAMS/Endispute, or other local dispute resolution service for nonbinding mediation prior to the expiration of such thirty (30) day period, the claiming party may not institute legal proceedings against respondent until the earlier of: (a) the completion of good-faith mediation efforts or (b) 90 days after the date on which the respondent received written notice of the claimant's claim(s); provided, however, that nothing in this Section 23 shall prohibit either party from pursuing injunctive or other equitable relief against the other party in circumstances in which such relief is appropriate, prior to, contemporaneous with, or subsequent to invoking or participating in these dispute resolution processes. In all events, the Company shall pay the cost of the mediator, regardless of whether the dispute was or was not resolved or settled through mediation.

24. Headings . All descriptive headings of sections and paragraphs in this Agreement are intended solely for convenience, and no provision of this Agreement is to be construed by reference to the heading of any section or paragraph.

25. Withholdings . All payments to the Executive under this Agreement shall be reduced by all applicable withholding required by federal, state or local tax laws.

26. Counterparts . This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

27. Code Section 409A .

(a) This Agreement shall be interpreted and administered in a manner so that any amount or benefit payable hereunder shall be paid or provided in a manner that is either exempt from or compliant with the requirements Section 409A of the Code and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder (and any applicable transition relief under Section 409A of the Code).

(b) Notwithstanding anything in this Agreement to the contrary, to the extent that any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code would otherwise be payable or distributable hereunder, or a different form of payment would be effected, by reason of a Change in Control or the Executive’s Disability or termination of employment, such amount or benefit will not be payable or distributable to the Executive, and/or such different form of payment will not be effected, by reason of such circumstance unless (i) the circumstances giving rise to such Change in Control, Disability or termination of employment, as the case, may be, meet any description or definition of “change in control event”, “disability” or “separation from service”, as the case may be, in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition), or (ii) the payment or distribution of such amount or benefit would be exempt from the application of Section 409A of the Code by reason of the short-term deferral exemption or otherwise. This provision does not prohibit the vesting of any amount upon a Change in Control, Disability or termination of employment, however defined. If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Section 409A-compliant “change in control event”, “disability” or “separation from service,” as the case, may be, or such later date as may be required by Section 27(c) below.

(c) If the Date of Termination occurs during a period in which the Executive is a “Specified Employee” (as defined below), any portion of the Non-Change in Control Severance Payment or the Change in Control Severance Payment, as the case may be, or any portion of any other payment under Section 13 hereof, that is not excluded from Section 409A of the Code by reason of the exemptions in Treas. Reg. §1.409A-1(b)(4) (short-term deferrals), Treas. Reg. §1.409A-1(b)(9) (separation pay exemptions) or any other applicable exemption or exclusion, shall be delayed in order to comply with Section 409A(a)(2)(B)(i) of the Code, and such payments or benefits shall be paid or distributed to the Executive during the five-day period commencing on the earlier of: (i) the expiration of the six-month period measured from the date of the Executive’s “separation from service”, or (ii) the date of the Executive’s death. Upon the expiration of the applicable six-month period under Section 409A(a)(2)(B)(i) of the Code, all payments deferred pursuant to this Section 27(c) shall be paid to the Executive (or the Executive’s estate, in the event of the Executive’s death) in a lump sum payment. Any remaining payments and benefits due under the Agreement shall be paid as otherwise provided in the Agreement. If any amounts or benefits payable hereunder could qualify for one or more separation pay exemptions described in Treas. Reg. §1.409A-1(b)(9), but such payments in the aggregate exceed the dollar limit permitted for the separation pay exemptions, the Company (acting through its head of human resources or any other designated officer) shall determine which portions thereof will be subject to such exemptions.

For purposes of this Agreement, the term “Specified Employee” has the meaning given such term in Code Section 409A and in Treas. Reg. §1.409A-1(i), including Treas. Reg. §1.409A-1(i)(6) in the case of a corporate transaction described therein), provided, however, that, as permitted in such regulations, the Company’s Specified Employees and its application of the six-month delay rule of Code Section 409A(a)(2)(B)(i) shall be determined in accordance with rules adopted by the Board or a committee thereof, which shall be applied consistently with respect to all nonqualified deferred compensation arrangements of the Company, including this Agreement.

(d) If the parties hereto determine that any payments or benefits payable under this Agreement intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, the Executive and the Company agree to amend this Agreement, or take such other actions as the Executive and the Company deem reasonably necessary or appropriate, to comply with the requirements of Section 409A of the Code, the Treasury Regulations thereunder (and any applicable transition relief) while preserving the economic agreement of the parties. If any provision of the Agreement would cause such payments or benefits to fail to so comply, such provision shall not be effective and shall be null and void with respect to such payments or benefits, and such provision shall otherwise remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

ROPER INDUSTRIES, INC.

BY: /s/ John Humphrey

NAME: John Humphrey

TITLE: Vice President and Chief Financial Officer

EXECUTIVE

/s/ Brian Jellison

Brian Jellison

Exhibit 10.19

ROPER INDUSTRIES, INC.

DIRECTOR COMPENSATION PLAN

ROPER INDUSTRIES, INC.

DIRECTOR COMPENSATION PLAN

TABLE OF CONTENTS

ARTICLE 1 PURPOSE	1
1.1 Background	1
1.2 Purpose	1
1.3 Eligibility	1
ARTICLE 2 DEFINITIONS	1
2.1 Definitions	1
ARTICLE 3 ADMINISTRATION	3
3.1 Administration	3
3.2 Reliance	3
3.3 Indemnification	4
ARTICLE 4 SHARES	4
4.1 Source of Shares for the Plan	4
ARTICLE 5 CASH COMPENSATION	4
5.1 Basic Annual Cash Retainer	4
5.2 Supplemental Annual Cash Retainer	4
5.3 Meeting Fees	5
5.4 Travel Expense Reimbursement	5
5.5 Deferral of Cash Compensation	5
ARTICLE 6 EQUITY COMPENSATION	5
6.1 Equity Awards	5
6.2 Restricted Stock Units	5
6.3 Award Certificates	7
6.4 Adjustments	7
6.5 Tax Matters	7
ARTICLE 7 AMENDMENT, MODIFICATION AND TERMINATION	8
7.1 Amendment, Modification and Termination	8
ARTICLE 8 GENERAL PROVISIONS	8
8.1 Adjustments	8
8.2 Duration of the Plan	8
8.3 Expenses of the Plan	8
8.4 Effective Date	8

SCHEDULE I – DIRECTOR COMPENSATION SCHEDULE

SCHEDULE II – RSU DEFERRAL ELECTION FORM

SCHEDULE III – FORMS OF AWARD CERTIFICATES

ROPER INDUSTRIES, INC.

DIRECTOR COMPENSATION PLAN

ARTICLE 1

PURPOSE

1.1. BACKGROUND . This plan is adopted to formalize the compensation for non-employee directors of the Company. The Committee initially adopted the Roper Industries, Inc. Director Compensation Plan on December 11, 2006, which became effective on that date, and was amended in August 2008 (the “ Prior Plan ”). The Prior Plan is being amended and restated by the adoption of this Director Compensation Plan (the “ Plan ”).

1.2. PURPOSE . The purpose of the Plan is to attract, retain and compensate highly-qualified individuals who are not employees of Roper Industries, Inc. or any of its subsidiaries or affiliates for service as members of the Board by providing them with competitive compensation and an ownership interest in the Stock of the Company. The Company intends that the Plan will benefit the Company and its shareholders by allowing Non-Employee Directors to have a personal financial stake in the Company through an ownership interest in the Stock and will closely associate the interests of Non-Employee Directors with that of the Company’s shareholders.

1.3. ELIGIBILITY . Non-Employee Directors of the Company who are Eligible Participants, as defined below, shall automatically be participants in the Plan.

ARTICLE 2

DEFINITIONS

2.1 DEFINITIONS . Capitalized terms used herein and not otherwise defined shall have the meanings given such terms in the Incentive Plan. Unless the context clearly indicates otherwise, the following terms shall have the following meanings:

(a) “Base Annual Cash Retainer” means the annual cash retainer (excluding Meeting Fees and expenses) payable by the Company to a Non-Employee Director pursuant to Section 5.1 hereof for service as a director of the Company (i.e., excluding any Supplemental Annual Cash Retainer), as such amount may be changed from time to time.

(b) “Cash Dividend Equivalents” has the meaning set forth in Section 6.2(e) of the Plan.

(d) “Deferred Compensation Plan” means the Roper Industries, Inc. Non-Qualified Retirement Plan, as amended and restated as of January 1, 2009, or any subsequent nonqualified deferred compensation plan in which Non-Employee Directors are permitted to participate and that is designated by the Committee as the Deferred Compensation Plan for purposes of this Plan.

(e) “Deferred RSU Conversion Date” has the meaning set forth in Section 6.2(d) of the Plan.

(f) "Effective Date" of the Plan has the meaning set forth in Section 8.4 of the Plan.

(g) “Eligible Participant” means any person who is a Non-Employee Director on the Effective Date or becomes a Non-Employee Director while this Plan is in effect; except that during any period a director is prohibited from participating in the Plan by his or her employer or otherwise waives participation in the Plan, such director shall not be an Eligible Participant.

(h) “Equity Award” means stock options, restricted stock, restricted stock units, stock appreciation rights, or other awards based on or derived from the Stock which are authorized under the Incentive Plan for award to Non-Employee Directors.

(i) “Incentive Plan” means the Roper Industries, Inc. 2006 Incentive Plan, or any subsequent equity compensation plan approved by the shareholders of the Company and designated by the Committee as the Incentive Plan for purposes of this Plan.

(j) “Meeting Fees” has the meaning set forth in Section 5.3 of the Plan.

(k) “Non-Employee Director” means a director of the Company who is not an employee of the Company or any of its subsidiaries.

(l) “Plan” means this Roper Industries, Inc. Director Compensation Plan, as amended from time to time.

(m) “Plan Year(s)” means the approximate twelve-month periods between annual meetings of the shareholders of the Company, which, for purposes of the Plan, are the periods for which annual retainers are earned.

(n) “Restricted Stock Unit” or “RSU” has the meaning assigned such term in the Incentive Plan. The terms of Restricted Stock Unit awards granted under the Plan are described in Article 6 of the Plan.

(o) “RSU Conversion Date Election Form” has the meaning set forth in Section 6.2(d) of the Plan.

(p) “Secretary” means the Corporate Secretary of the Company.

(q) “Separation from Service” means separation from service for the Company and its Affiliates in all capacities, within the meaning of Section 409A of the Code and any regulations, revenue procedures or revenue rulings applicable to such law.

(r) “Supplemental Annual Cash Retainer” means the annual cash retainer (excluding Meeting Fees and expenses) payable by the Company to a Non-Employee Director pursuant to Section 5.2 hereof, as such amount may be changed from time to time.

(s) “Total Annual Retainer” for any given Non-Employee Director means the Basic Annual Cash Retainer and any Supplemental Annual Cash Retainer to which he or she is entitled under the Plan.

(t) “Vesting Date” has the meaning described in Section 6.2(b).

ARTICLE 3

ADMINISTRATION

3.1. ADMINISTRATION . The Plan shall be administered by the Board or the Committee. Subject to the provisions of the Plan, the Board or the Committee shall be authorized to interpret the Plan, to establish, amend and rescind any rules and regulations relating to the Plan, and to make all other determinations necessary or advisable for the administration of the Plan. The Board’s or the Committee’s interpretation of the Plan, and all actions taken and determinations made by the Board or the Committee pursuant to the powers vested in it hereunder, shall be conclusive and binding upon all parties concerned including the Company, its shareholders and persons granted awards under the Plan. The Board or the Committee may appoint a plan administrator to carry out the ministerial functions of the Plan, but the administrator shall have no other authority or powers of the Board or the Committee.

3.2. RELIANCE . In administering the Plan, the Board or the Committee may rely upon any information furnished by the Company, its public accountants and other experts. No individual will have personal liability by reason of anything done or omitted to be done by the Company or the Board or the Committee in connection with the Plan. This limitation of liability shall not be exclusive of any other limitation of liability to which any such person may be entitled under the Company’s certificate of incorporation or otherwise.

3.3. INDEMNIFICATION . Each person who is or has been a member of the Committee or who otherwise participates in the administration or operation of the Plan shall be indemnified by the Company against, and held harmless from, any loss, cost, liability or expense that may be imposed upon or incurred by him or her in connection with or resulting from any claim, action, suit or proceeding in which such person may be involved by reason of any action taken or failure to act under the Plan and shall be fully reimbursed by the Company for any and all amounts paid by such person in satisfaction of judgment against him or her in any such action, suit or proceeding, provided he or she will give the Company an opportunity, by written notice to the Board, to defend the same at the Company’s own expense before he or she undertakes to defend it on his or her own behalf. This right of indemnification shall not be exclusive of any other rights of indemnification to which any such person may be entitled under the Company’s certificate of incorporation, bylaws, contract or Delaware law.

ARTICLE 4

4.1. SOURCE OF SHARES FOR THE PLAN . Equity Awards that may be issued pursuant to the Plan shall be issued under the Incentive Plan, subject to all of the terms and conditions of the Incentive Plan. The terms contained in the Incentive Plan are incorporated into and made a part of this Plan with respect to Equity Awards granted pursuant hereto, and any such awards shall be governed by and construed in accordance with the Incentive Plan. In the event of any actual or alleged conflict between the provisions of the Incentive Plan and the provisions of this Plan, the provisions of the Incentive Plan shall be controlling and determinative. This Plan does not constitute a separate source of shares for the grant of the equity awards described herein.

ARTICLE 5

CASH COMPENSATION

5.1. BASIC ANNUAL CASH RETAINER . Each Eligible Participant shall be paid a Base Annual Cash Retainer for service as a director during each Plan Year. The amount of the Base Annual Cash Retainer shall be established from time to time by the Board or the Committee. The amount of the Basic Annual Cash Retainer is set forth in Schedule I. Unless deferred pursuant to Section 5.5, the Base Annual Cash Retainer shall be payable in approximately equal quarterly installments in advance, beginning on the date of the annual shareholders meeting.

A prorata Base Annual Cash Retainer will be paid to any person who becomes an Eligible Participant on a date other than the beginning of a Plan Year, based on the number of full months he or she serves as a Non-Employee Director during the Plan Year. Unless deferred pursuant to Section 5.5, payment of such prorated Base Annual Cash Retainer shall begin on the date that the person first becomes an Eligible Participant, and shall resume on a quarterly basis thereafter.

5.2. SUPPLEMENTAL ANNUAL CASH RETAINER . Certain Eligible Participants shall be paid a Supplemental Annual Cash Retainer for service as chair of a committee of the Board during a Plan Year, payable at the same times as installments of the Base Annual Cash Retainer are paid (including any deferred payment date pursuant to Section 5.5). The amount and recipients of the Supplemental Annual Cash Retainer shall be established from time to time by the Board or the Committee and shall be set forth in Schedule I, as amended from time to time.

A prorata Supplemental Annual Cash Retainer will be paid to any Eligible Participant who is elected by the Board to a position eligible for a Supplemental Annual Retainer, on a date other than the beginning of a Plan Year, based on the number of full months he or she serves in such position during the Plan Year.

5.3. MEETING FEES . Each Non-Employee Director shall be paid meeting fees for attending meetings of the Board or its committees (“ Meeting Fees ”). The amount of the Meeting Fees shall be established from time to time by the Board or the Committee and shall be set forth in Schedule I, as amended from time to time. If a Non-Employee Director attends a Board meeting and a committee meeting on a single day, he or she shall only receive a Meeting Fee for the Board meeting attended. For purposes of this provision, casual or unscheduled conferences among directors shall not constitute an official meeting. Unless deferred pursuant to Section 5.5, Meeting Fees shall be payable on the date of the applicable meeting to which they relate.

5.4. TRAVEL EXPENSE REIMBURSEMENT . All Eligible Participants shall be reimbursed for reasonable travel expenses (including spouse’s expenses to attend events to which spouses are invited) in connection with attendance at meetings of the Board and its committees, or other Company functions at which the Chief Executive Officer or Chair of the Board requests the Non-Employee Director to participate.

5.5 DEFERAL OF CASH COMPENSATION . An Eligible Participant may elect to defer some or all of his or her Total Annual Retainer, Meeting Fees and/or Cash Dividend Equivalents pursuant to the terms of the Deferred Compensation Plan. Any such deferrals shall be subject to the election timing and distributions rules set forth in the Deferred Compensation Plan.

ARTICLE 6

EQUITY COMPENSATION

6.1. EQUITY AWARDS . Under the Prior Plan, Eligible Participants were granted annual awards of Restricted Stock pursuant to the Incentive Plan. The Committee is authorized to amend this Plan from time to award other types of Equity Awards. Beginning with Plan Year 2009, until otherwise determined by the Committee, Equity Awards shall be make hereunder in the form of Restricted Stock Units (“ RSUs ”) as provided hereafter in this Article 6.

6.2 RESTRICTED STOCK UNITS Subject to share availability under the Incentive Plan, each Eligible Participant shall receive an award of RSUs on the day following the Annual Meeting of Shareholders held in that year (beginning with the 2009 Annual Meeting of Shareholders); provided, however, the date of grant of any prorata award shall be made on or as soon as practicable after the date that the grantee first becomes an Eligible Participant (“ Annual RSUs ”). Annual RSUs shall have the following terms and conditions:

(a) Number of Annual RSUs . The number of Annual RSUs to be granted shall be established from time to time by the Board or the Committee and shall be set forth in Schedule I, as amended from time to time. A prorata Annual RSU award will be granted to any person who becomes an Eligible Participant on a date other than the beginning of a Plan Year, based on the number of full months he or she serves as an Eligible Participant during the Plan Year, rounded to the next highest whole share.

(b) Vesting . The Annual RSUs shall be credited to a bookkeeping account on behalf of the grantee on the date of grant and shall vest on the applicable date provided below (the “ Vesting Date ”). Unless and until provided otherwise by the Board or the Committee, the Annual RSUs shall vest as to fifty percent (50%) of the RSUs on the six (6) month anniversary of the date of grant and as to the remaining fifty percent (50%) on the day prior to the Annual Meeting of Shareholders held in the year following the date of grant; provided, however, that any prorata award of Annual RSUs granted to a person who becomes an Eligible Participant on a date other than the beginning of a Plan Year shall vest as to fifty percent (50%) of the RSUs on earlier of the six (6) month anniversary of the date of grant or the day prior to the first Annual Meeting of Shareholders after the date of grant, and as to the remaining fifty percent (50%) on the day prior to the first Annual Meeting of Shareholders after the date of grant.

Notwithstanding the foregoing, the Annual RSUs shall become fully vested on the earlier occurrence of (i) the termination of grantee’s service as a director of the Company due to death or Disability; or (ii) the occurrence of a Change in Control. If the grantee’s service as a director of the Company (whether or not in a Non-Employee Director capacity) terminates other than as described in clause (i) of the foregoing sentence, then the grantee shall forfeit all of his or her right, title and interest in and to any unvested RSUs as of the date of such termination from the Board, such RSUs shall be reconveyed to the Company without further consideration or any act or action by the grantee, and such RSUs shall not be converted to Stock.

(c) Conversion to Stock. Each Annual RSU represents the right to receive one share of Stock on a date that is on or after the Vesting Date (the “ Conversion Date ”). Unless the grantee has made a timely deferral election in accordance with Section 6.2(d), the Conversion Date for the Annual RSUs shall be the Vesting Date.

(d) Deferral of Conversion of RSUs . On or before December 31 of each year, or in the case of a Non-Employee Director becoming an Eligible Participant for the first time, within thirty (30) days after he or she first becomes an Eligible Participant (as applicable, the “ Deferral Election Deadline ”), each Eligible Participant may, by filing with the Secretary an election form in such form as the Secretary shall prescribe which shall be set forth in Schedule II hereto (the “ RSU Conversion Date Election Form ”), elect to defer the conversion of his Annual RSUs to be granted in the next Plan Year to any of the following dates; provided such date is after the Vesting Date for the RSUs (the “ Deferred RSU Conversion Date ”): (i) the date that the Non-Employee Director incurs a Separation from Service for any reason, (iii) the earlier of (A) a date certain specified by the Non-Employee Director, or (B) the date that the Non-Employee Director incurs a Separation from Service for any reason, or (iii) the earlier of (A) a date certain specified by the Non-Employee Director, or (B) the fifth anniversary of the date that the Non-Employee Director incurs a Separation from Service for any reason. If an Eligible Participant makes a deferral election under this Section 6.2(d) for any Plan Year and does not revoke such election before the Deferral Election Deadline for a subsequent Plan Year, such election shall remain in effect for each such subsequent Plan Year unless and until the Eligible Participant shall timely file a new RSU Conversion Date Election Form with the Secretary for a subsequent Plan Year or shall indicate to the Secretary in writing before the next Deferral Election Deadline that he or she desires to revoke any outstanding RSU deferral election with respect to future Plan Years. Shares of Stock will be registered on the books of the Company in the Non-Employee Director’s name as of the Conversion Date. Such Shares of Stock will remain in uncertificated, book-entry form unless the Non-Employee Director requests a stock certificate or certificates for the Shares.

(e) Dividend Equivalents . If and when cash dividends or other cash distributions are paid with respect to the Stock while the RSUs are outstanding, the dollar amount such dividends or distributions with respect to the number of shares of Stock then underlying the RSUs shall be payable to the holder of the RSUs (“ Cash Dividend Equivalents ”). Unless deferred pursuant to Section 5.5, Cash Dividend Equivalents will be payable to the holder of the RSUs as of the date such dividends or distributions were payable to shareholders. If and when any such dividends or distributions are paid in shares of Stock, the Fair Market Value of such shares of Stock shall be converted into additional RSUs, which shall be subject to the same forfeiture restrictions, restrictions on transferability, and conversion terms as apply to the RSUs with respect to which they were paid.

(f) Other Shareholder Rights . Non-Employee Directors shall not have voting or any other rights as a shareholder of the Company with respect to the RSUs. Upon conversion of the RSUs into shares of Stock at the Conversion Date or any applicable Deferred RSU Conversion Date, the Non-Employee Director will obtain full voting and other rights as a shareholder of the Company.

(g) Other Plan Conditions . To the extent not specified herein, the Annual RSUs granted hereunder shall be subject to the terms and conditions of the Incentive Plan.

6.3. AWARD CERTIFICATES . All Equity Awards granted pursuant to this Plan shall be evidenced by a written award certificate, which shall include such provisions, not inconsistent with the Plan or the Incentive Plan, as may be specified by the Committee. The form of award certificates shall be set forth on Schedule III hereof, as amended from time to time.

6.4. ADJUSTMENTS . The adjustment provisions of the Incentive Plan shall apply with respect to awards of Equity Awards granted pursuant to this Plan.

6.5. TAX MATTERS . Article 6 of the Plan is intended to be a nonqualified, unfunded plan of deferred compensation under the Code. A participant shall have the status of a general unsecured creditor of the Company with respect to his or her right to receive Stock or other payment upon settlement of the Equity Award granted under the Plan. None of the benefits, payments, proceeds or distributions under Article 6 of the Plan shall be subject to the claim of any creditor of any participant or beneficiary, or to any legal process by any creditor of such participant or beneficiary, and none of them shall have any right to alienate, commute, anticipate or assign any of the benefits, payments, proceeds or distributions under Article 6 of the Plan except to the extent expressly provided herein to the contrary.

ARTICLE 7

AMENDMENT, MODIFICATION AND TERMINATION

7.1. AMENDMENT, MODIFICATION AND TERMINATION . The Board or the Committee may, at any time and from time to time, amend, modify or terminate the Plan without shareholder approval; provided, however, that if an amendment to the Plan would, in the reasonable opinion of the Board or the Committee, require shareholder approval under applicable laws, policies or regulations or the applicable listing or other requirements of a securities exchange on which the Stock is listed or traded, then such amendment shall be subject to shareholder approval; and provided further, that the Board or the Committee may condition any other amendment or modification on the approval of shareholders of the Company for any reason. Modification of Equity Awards granted under this Plan shall be subject to the provisions of the Incentive Plan.

ARTICLE 8

GENERAL PROVISIONS

8.1 ADJUSTMENTS . . The adjustment provisions of the Incentive Plan shall apply with respect to awards of Restricted Stock or other equity awards outstanding or to be granted pursuant to this Plan.

8.2 DURATION OF THE PLAN . . The Plan shall remain in effect until terminated by the Board or the Committee.

8.3 EXPENSES OF THE PLAN. The expenses of administering the Plan shall be borne by the Company.

8.4 EFFECTIVE DATE . The Plan was originally adopted by the Committee on December 11, 2006, and became effective on that date (the “ Effective Date ”).

The foregoing is hereby acknowledged as being the Roper Industries, Inc. Amended and Restated Director Compensation Plan adopted by the Committee on December 29, 2008.

ROPER INDUSTRIES, INC.

/s/ Brian D. Jellison

By: Brian D. Jellison

Chairman of the Board, President and Chief Executive Officer

SCHEDULE I

DIRECTOR COMPENSATION SCHEDULE

The following shall become effective as of January 1, 2009

Basic Annual Cash Retainer (all Directors): $42,000

Supplemental Annual Cash Retainers:

Chair of Audit Committee: $5,000

Chair of Compensation Committee: $5,000

Chair of Nominating and Corporate Governance Committee: $5,000

Meeting Fees:

Board meeting, attendance in person: $2,000

Board meeting at which minutes are kept, attendance by telephone: $1,000

Annual Award of Restricted Stock Units:

4,000 shares

SI-

SCHEDULE II

Director Election

as to Conversion Date for Annual Restricted Stock Units (“RSUs”)

The following constitutes the irrevocable election of the undersigned under the Roper Industries, Inc. Director Compensation Plan (the “Plan”) with respect to the undersigned’s Annual RSUs to be received at the annual shareholders meeting in 2009 and in any future Plan Year for which I have not, before the Deferral Election Deadline for such Plan Year, either (i) revoked this RSU Conversion Date Election Form, or (ii) filed a different RSU Conversion Date Election Form. Capitalized terms used herein and not otherwise defined have the meanings assigned such terms in the Plan.

I hereby elect the following as the Conversion Date for the RSUs that may become vested [the Conversion Date is the date upon which the Restricted Stock Units will be converted to shares of Stock and become taxable to you] :

Indicate a percentage after one or more of the following (not to exceed 100% in the aggregate):

_____ The Vesting Date.

_____ The date of my Separation from Service from the Company for any reason.

_____ The earlier of (i) the following date: ______________ [insert any specific future date, but not earlier than one year from the date of grant] , or (ii) the date of my Separation from Service from the Company for any reason.

_____ The earlier of (i) the following date: ______________ [insert any specific future date, but not earlier than one year from the date of grant] , or (ii) the fifth anniversary of the date of my Separation from Service from the Company for any reason.

Executed this _____ day of December, 2008.

[NAME OF DIRECTOR]

SII-

SCHEDULE III

Form of RSU Certificate

RESTRICTED STOCK UNIT AWARD CERTIFICATE

for Non-Employee Directors

Non-transferable

GRANT TO

_____________________________

(“Grantee”)

by Roper Industries, Inc. (the “Company”) of

[_______]

restricted stock units convertible into shares of its common stock, par value $0.01 (the “Units")

pursuant to and subject to the provisions of the Roper Industries, Inc. Director Compensation Plan (the “Director Compensation Plan”), which is operated as a subplan of the Roper Industries, Inc. Amended and Restated 2006 Incentive Plan (the “Incentive Plan” and, together with the Directors Compensation Plan, the “Plans”), and to the terms and conditions set forth on the following page. Unless vesting is accelerated in accordance with the Plans, the Units shall vest (become non-forfeitable) in accordance with the following schedule:

Continuous Service as a Director from Grant Date to:		Percent of Units Vested
6-month anniversary of the Grant Date		50%
1 day prior to the next annual meeting of shareholders of the Company		100%

IN WITNESS WHEREOF, Roper Industries, Inc. has caused this Certificate to be executed as of the Grant Date, as indicated below.

ROPER INDUSTRIES, INC.

By: _________________________________________

Its: Authorized Officer

Grant Date: ________________________________

TERMS AND CONDITIONS

1. Grant of Units . The Company hereby grants to the Grantee named on page 1 hereof, subject to the restrictions and the terms and conditions set forth in the Plans and in this award certificate (this “Certificate”), the number of restricted stock units indicated on page 1 hereof (the “Units”) which represent the right to receive an equal number of Shares of the Company’s Stock on the terms set forth in this Certificate. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Plans.

2. Vesting of Units . The Units have been credited to a bookkeeping account on behalf of Grantee. The Units will vest and become non-forfeitable on the earliest to occur of the following (the “Vesting Date”):

(a)	as to the percentages of the Units specified on page 1 hereof, on the dates specified on page 1 hereof; provided Grantee is then still a director of the Company on such date, or

(b)	as to all of the Units, upon Grantee’s Separation from Service due to death or Disability, or

(c)	as to all of the Units, upon the occurrence of a Change in Control.

If Grantee’s service as a director terminates prior to the Vesting Date for any reason other than as described in (b) above, Grantee shall forfeit all right, title and interest in and to the unvested Units as of the date of such termination, the Units will be reconveyed to the Company without further consideration or any act or action by Grantee, and the Units will not be converted to Stock for Grantee.

3. Conversion to Stock . Unless the Units are forfeited prior to the Vesting Date as provided in Paragraph 2, the vested Units will be converted to actual shares of Stock on SELECT ONE BASED ON THE PRE-GRANT ELECTION OF THE DIRECTOR: [the Vesting Date] [the date of Grantee’s Separation from Service for any reason] [the earlier of _________, 20__ or the date of Grantee’s Separation from Service for any reason] [the earlier of _________, 20__ or the fifth anniversary of the date of Grantee’s Separation from Service for any reason] (the “Conversion Date”). Shares of Stock will be registered on the books of the Company in Grantee’s name as of the Conversion Date and will remain in uncertificated, book-entry form unless Grantee requests a stock certificate or certificates for the Shares.

4. Dividend Equivalents . Grantee shall be entitled to receive cash payments with respect to each Unit equal to any cash dividends and other distributions paid with respect to a share of Stock, provided that if any such dividends or distributions are paid in shares of Stock, the Fair Market Value of such shares of Stock shall be converted into additional restricted stock units, which shall be subject to the same forfeiture restrictions, restrictions on transferability, and conversion terms as apply to the Units with respect to which they were paid.

5. Rights as Shareholder . The Units do not confer to Grantee any rights of a shareholder of the Company unless and until shares of Stock are in fact registered in connection with the Units. Grantee shall not have voting or any other rights as a shareholder of the Company with respect to the Units. Upon conversion of the Units into shares of Stock, Grantee will obtain full voting and other rights as a shareholder of the Company.

6. Changes in Capital Structure . The provisions of Article 15 of the Incentive Plan shall apply to this award and are incorporated herein by reference. Without limiting the foregoing, in the event the Stock shall be changed into or exchanged for a different number or class of shares of stock or securities of the Company or of another company, whether through reorganization, recapitalization, statutory share exchange, reclassification, stock split-up, combination of shares, merger or consolidation, or otherwise, there shall be substituted for each share of Stock then underlying a Unit subject to this Certificate the number and class of shares into which each outstanding share of Stock shall be so exchanged.

7. Restrictions on Transfer and Pledge . No right or interest of Grantee in the Units may be pledged, hypothecated or otherwise encumbered to or in favor of any party other than the Company or an Affiliate, or be subjected to any lien, obligation or liability of Grantee to any other party other than the Company or an Affiliate. Units are not assignable or transferable by Grantee other than by will or the laws of descent and distribution.

8. No Right to Continued Service . Nothing in this Certificate shall interfere with or limit in any way the right of the Company to terminate Grantee’s service as a director at any time, nor confer upon Grantee any right to continue as a director of the Company.

9. Amendment . The Committee may amend, modify or terminate this Certificate without approval of Grantee; provided, however, that such amendment, modification or termination shall not, without Grantee’s consent, reduce or diminish the value of this Award determined as if it had been fully vested and settled on the date of such amendment or termination.

10. Plans Control . The terms contained in the Plans are incorporated into and made a part of this Certificate and this Certificate shall be governed by and construed in accordance with the Plans. In the event of any actual or alleged conflict between the provisions of the Plans and the provisions of this Certificate, the provisions of the Plans shall be controlling and determinative. In the event of any actual or alleged conflict between the provisions of the two Plans, the provisions of the Incentive Plan shall be controlling and determinative.

11. Notice . Notices and communications under this Certificate must be in writing and either personally delivered or sent by registered or certified United States mail, return receipt requested, postage prepaid. Notices to the Company must be addressed to Roper Industries, Inc., 6901 Professional Parkway East, Suite 200, Sarasota, Florida 34240; Attention: Corporate Secretary, or any other address designated by the Company in a written notice to Grantee. Notices to Grantee will be directed to the address of Grantee then currently on file with the Company, or at any other address given by Grantee in a written notice to the Company.

SIII-

Delaware		51-0263969
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

		Name of Each Exchange
Title of Each Class		On Which Registered
Common Stock, $0.01 Par Value		New York Stock Exchange

PART I
Item 1.	Business	3
Item 1A.	Risk Factors	7
Item 1B.	Unresolved Staff Comments	10
Item 2.	Properties	11
Item 3.	Legal Proceedings	11
Item 4.	Submission of Matters to a Vote of Security Holders	11

PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	12
Item 6.	Selected Financial Data	14
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	23
Item 8.	Financial Statements and Supplementary Data	24
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	53
Item 9A.	Controls and Procedures	53
Item 9B.	Other Information	53

PART III
Item 10.	Directors, Executive Officers and Corporate Governance	54
Item 11.	Executive Compensation	54
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	54
Item 13.	Certain Relationships and Related Transactions, and Director Independence	54
Item 14.	Principal Accountant Fees and Services	54

PART IV
Item 15.	Exhibits and Financial Statement Schedules	55
	Signatures	57

Segment	Region	Office	Office & Manufacturing
Segment	Region	Leased	Leased	Owned
Industrial Technology		(amounts in thousands of square feet)
	US	42	159	559
	Canada	36	-	-
	Europe	30	92	485
	Asia	9	-	-
	Mexico	-	60	-
Energy Systems & Controls
	US	-	346	-
	Canada	-	43	-
	Europe	10	8	128
	Asia	6	-	-
Scientific & Industrial Imaging
	US	43	134	127
	Canada	-	70	-
	Europe	-	21	-
RF Technology
	US	505	168	-
	Canada	11	-	-
	Europe	-	-	16
	Middle East	140	-	-

		High	Low	Cash Dividends Declared
2008	4 th Quarter	$ 54.66	$ 35.19	$ 0.0825
	3 rd Quarter	65.49	54.75	0.0725
	2 nd Quarter	67.70	59.39	0.0725
	1 st Quarter	61.01	50.05	0.0725

2007	4 th Quarter	$ 70.81	$ 60.43	$ 0.0725
	3 rd Quarter	65.50	58.36	0.0650
	2 nd Quarter	58.36	53.88	0.0650
	1 st Quarter	55.14	48.61	0.0650

	12/31/03	12/31/04	12/31/05	12/31/06	12/31/07	12/31/08
Roper Industries, Inc.	100.00	124.26	162.21	207.35	259.29	180.96
S&P 500	100.00	110.88	116.33	134.70	142.10	89.53
S&P 500 Industrials	100.00	118.03	120.78	136.83	153.29	92.09

	Years ended December 31,
	2008 (1)		2007 (2)		2006 (3)		2005 (4)			2004 (5)
Operations data:
Net sales	$	2,306,371	$	2,102,049	$	1,700,734	$	1,453,731		$	969,764
Gross profit		1,188,288		1,058,395		861,325		726,407			485,045
Income from operations		486,161		438,354		337,653		264,899			171,302
Net earnings		286,515		250,033		193,324		153,175			93,852

Per share data:
Basic earnings per share	$	3.20	$	2.83	$	2.23	$	1.79		$	1.26
Diluted earnings per share		3.06		2.68		2.13		1.74			1.24

Dividends declared		0.30		0.27		0.24		0.22			0.20

Balance sheet data:
Working capital (6)	$	239,099	$	283,607	$	39,846	$	(7,418	)	$	302,610
Total assets		3,971,538		3,453,184		2,995,359		2,522,306			2,366,404
Long-term debt, less current portion		1,033,689		727,489		726,881		620,958			855,364
Stockholders’ equity		2,003,738		1,789,806		1,486,839		1,249,788			1,114,086

	2008		2007		change
Industrial Technology	$	656,176	$	639,348	2.6	%
Energy Systems and Controls		541,472		525,899	3.0
Scientific and Industrial Imaging		383,543		377,653	1.6
RF Technology		722,670		575,100	25.7
Total	$	2,303,861	$	2,118,000	8.8	%

	2007		2006		change
Industrial Technology	$	639,348	$	589,322	8.5	%
Energy Systems and Controls		525,899		346,880	51.6
Scientific and Industrial Imaging		377,653		341,178	10.7
RF Technology		575,100		511,188	12.5
Total	$	2,118,000	$	1,788,568	18.4	%

Contractual Cash Obligations	Total		Payments Due in Fiscal Year
Contractual Cash Obligations	Total		2009		2010		2011		2012		2013		Thereafter

Long-term debt	$	1,260,668	$	231,668	$	350,000	$	—	$	—	$	679,000	$	—
Senior Note interest		169,306		34,598		33,585		33,585		33,677		33,861		—
Capital leases		6,848		2,159		1,847		1,023		523		340		956
Operating leases		99,862		27,635		21,003		13,726		10,374		8,036		19,088
Total	$	1,536,684	$	296,060	$	406,435	$	48,334	$	44,574	$	721,237	$	20,044

Other Commercial Commitments	Total Amount Committed		Amounts Expiring in Fiscal Year
Other Commercial Commitments	Total Amount Committed		2009		2010		2011		2012		2013		Thereafter
Standby letters of credit and bank guarantees	$	51,082	$	47,670	$	1,262	$	319	$	85	$	1,746	$	—

	Page
Consolidated Financial Statements:
Report of Independent Registered Public Accounting Firm (PricewaterhouseCoopers LLP)	27
Consolidated Balance Sheets as of December 31, 2008 and 2007	28
Consolidated Statements of Earnings for the Years ended December 31, 2008, 2007 and 2006	29
Consolidated Statements of Stockholders’ Equity and Comprehensive Earnings for the Years ended December 31, 2008, 2007 and 2006	30
Consolidated Statements of Cash Flows for the Years ended December 31, 2008, 2007 and 2006	32
Notes to Consolidated Financial Statements	34
Supplementary Data:
Schedule II – Consolidated Valuation and Qualifying Accounts for the Years ended December 31, 2008, 2007 and 2006	54

	2008			2007
Assets
Cash and cash equivalents	$	178,069		$	308,768
Accounts receivable, net		376,855			359,808
Inventories, net		185,919			174,138
Deferred taxes		29,390			27,800
Unbilled Receivables		61,168			60,218
Other current assets		26,906			20,405
Total current assets		858,307			951,137

Property, plant and equipment, net		112,463			107,513
Goodwill		2,118,852			1,706,083
Other intangible assets, net		804,020			613,505
Deferred taxes		28,050			23,854
Other assets		49,846			51,092

Total assets	$	3,971,538		$	3,453,184

Liabilities and Stockholders' Equity

Accounts payable	$	121,807		$	115,809
Accrued liabilities		261,682			194,055
Income taxes payable		1,892			24,121
Deferred taxes		—			2,442
Current portion of long-term debt		233,827			331,103
Total current liabilities		619,208			667,530

Long-term debt, net of current portion		1,033,689			727,489
Deferred taxes		272,077			221,411
Other liabilities		42,826			46,948
Total liabilities		1,967,800			1,663,378

Commitments and contingencies (Note 13)

Stockholders' equity:
Preferred stock, $0.01 par value per share; 2,000 shares authorized; none outstanding		—			—
Common stock, $0.01 par value per share; 350,000 shares authorized; 91,909 shares issued and 89,721 outstanding at December 31, 2008 and 90,995 shares issued and 88,773 outstanding at December 31, 2007.		919			910
Additional paid-in capital		798,486			757,318
Retained earnings		1,204,521			944,886
Accumulated other comprehensive earnings		21,513			108,732
Treasury stock 2,188 shares at December 31, 2008 and 2,222 shares at December 31, 2007		(21,701	)		(22,040	)
Total stockholders' equity		2,003,738			1,789,806

Total liabilities and stockholders' equity	$	3,971,538		$	3,453,184

	Common Stock			Additional paid-in capital			Unearned compensation on restricted stock grants			Retained earnings			Accumulated other comprehensive earnings			Treasury stock			Total stockholders equity			Compre-hensive earnings
	Shares	Amount		Additional paid-in capital			Unearned compensation on restricted stock grants			Retained earnings			Accumulated other comprehensive earnings			Treasury stock			Total stockholders equity			Compre-hensive earnings
Balances at December 31, 2005	85,960	$	883	$	685,450		$	(15,128	)	$	549,603		$	51,731		$	(22,751	)	$	1,249,788		$	128,657
Net earnings	—		—		—			—			193,324			—			—			193,324		$	193,324
Reclassification due to change in accounting principle-SFAS 123R	—		—		(15,128	)		15,128			—			—			—			—			—
Stock option exercises	1,188		12		20,692			—			—			—			—			20,704			—
Treasury stock sold	38		—		1,193			—			—			—			374			1,567			—
Currency translation adjustments, net of $5,802 tax	—		—		—			—			—			17,768			—			17,768			17,768
Stock based compensation	—		—		15,415			—			—			—			—			15,415			—
Restricted stock grants	593		5		(1,410	)		—			—			—			—			(1,405	)		—
Stock option tax benefit	—		—		11,539			—			—			—			—			11,539			—
Reduction in unrealized gain on derivative, shown net of $(289) tax	—		—		—			—			—			(537	)		—			(537	)		(537	)
Adjustment to adopt SFAS No. 158, net of $159 tax	—		—		—			—			—			(296	)		—			(296	)		—
Dividends declared ($0.24125 per share)	—		—		—			—			(21,028	)		—			—			(21,028	)		—
Balances at December 31, 2006	87,779	$	900	$	717,751		$	—		$	721,899		$	68,666		$	(22,377	)	$	1,486,839		$	210,555
Adjustment to adopt FIN No. 48	—		—		—			—			(3,349	)		—			—			(3,349	)		—
Net earnings	—		—		—			—			250,033			—			—			250,033		$	250,033
Stock option exercises	791		8		15,256			—			—			—			—			15,264			—
Treasury stock sold	27		—		1,426			—			—			—			337			1,763			—
Currency translation adjustments, net of $9,979 tax	—		—		—			—			—			42,326			—			42,326			42,326
Stock based compensation	—		—		20,716			—			—			—			—			20,716			—
Restricted stock grants	176		2		(3,560	)		—			—			—			—			(3,558	)		—
Stock option tax benefit	—		—		5,729			—			—			—			—			5,729			—
Reduction in unrealized gain on derivative, shown net of $(1,217) tax	—		—		—			—			—			(2,260	)		—			(2,260	)		(2,260	)
Dividends declared ($0.2675 per share)	—		—		—			—			(23,697	)		—			—			(23,697	)		—
Balances at December 31, 2007	88,773	$	910	$	757,318		$	—		$	944,886		$	108,732		$	(22,040	)	$	1,789,806		$	290,099
Net earnings	—		—		—			—			286,515			—			—			286,515		$	286,515
Stock option exercises	462		5		11,032			—			—			—			—			11,037			—
Treasury stock sold	34		—		1,555			—			—			—			339			1,894			—
Currency translation adjustments, net of $9,404 tax	—		—		—			—			—			(86,679	)		—			(86,679	)		(86,679	)
Stock based compensation	—		—		30,905			—			—			—			—			30,905			—
Restricted stock grants	452		4		(7,967	)		—			—			—			—			(7,963	)		—
Stock option tax benefit	—		—		5,643			—			—			—			—			5,643			—
Reduction in unrealized gain on derivative, shown net of $(291) tax	—		—		—			—			—			(540	)		—			(540	)		(540	)
Dividends declared ($0.30 per share)	—		—		—			—			(26,880	)		—			—			(26,880	)		—
Balances at December 31, 2008	89,721	$	919	$	798,486		$	—		$	1,204,521		$	21,513		$	(21,701	)	$	2,003,738		$	199,296

Buildings	20-30 years
Machinery	8-12 years
Other equipment	3-5 years

	February 20, 2008
Current assets	$	31,666
Other assets		4,916
Intangible assets		158,180
Goodwill		257,871
Total assets acquired		452,633
Current liabilities		(34,823	)
Other liabilities		(42,887	)
Net assets acquired	$	374,923

	November 30, 2006
Current assets	$	28,924
Other assets		3,730
Intangible assets		119,690
Goodwill		153,297
Total assets acquired		305,641
Current liabilities		(33,201	)
Other liabilities		(25,579	)
Net assets acquired	$	246,861

	2008			2007
Raw materials and supplies	$	120,604		$	113,327
Work in process		26,913			28,503
Finished products		68,510			60,698
Inventory reserves		(30,108	)		(28,390	)
	$	185,919		$	174,138

	2008			2007
Land	$	2,947		$	2,936
Buildings		59,821			52,795
Machinery, tooling and other equipment		229,486			207,906
		292,254			263,637
Accumulated depreciation and amortization		(179,791	)		(156,124	)
	$	112,463		$	107,513

	Cost		Accum. amort.			Net book value
	(in thousands)
Assets subject to amortization:
Customer related intangibles	$	504,850	$	(99,079	)	$	405,771
Unpatented technology		46,116		(13,714	)		32,402
Software		58,152		(24,278	)		33,874
Patents and other protective rights		33,480		(18,246	)		15,234
Backlog		16,560		(13,196	)		3,364
Trade secrets		6,930		(3,443	)		3,487
Assets not subject to amortization:
Trade names		119,373		—			119,373
Balances at December 31, 2007	$	785,461	$	(171,956	)	$	613,505

Assets subject to amortization:
Customer related intangibles	$	683,130	$	(137,794	)	$	545,336
Unpatented technology		70,693		(22,232	)		48,461
Software		58,053		(30,215	)		27,838
Patents and other protective rights		38,195		(21,998	)		16,197
Backlog		18,257		(17,024	)		1,233
Trade secrets		5,116		(3,890	)		1,226
Assets not subject to amortization:
Trade names		163,729		—			163,729
Balances at December 31, 2008	$	1,037,173	$	(233,153	)	$	804,020

	2008		2007
Wages and other compensation	$	63,878	$	63,365
Commissions		13,419		14,081
Warranty		9,885		8,486
Accrued dividend		7,403		6,438
Deferred revenue		73,308		32,638
Billings in excess of cost		18,398		9,728
Customer deposits		13,825		8,794
Interest		18,649		6,299
Other		42,917		44,226
	$	261,682	$	194,055

	2008		2007
Deferred tax assets:
Reserves and accrued expenses	$	42,408	$	31,352
Inventories		6,914		5,764
Net operating loss carryforwards		3,983		3,930
Foreign tax credits		1,244		7,862
R&D credits		757		747
Plant and equipment		2,134		1,999
Total deferred tax assets	$	57,440	$	51,654

Deferred tax liabilities:
Reserves and accrued expenses	$	38,734	$	43,580
Amortizable intangible assets		233,130		180,058
Other		213		215
Total deferred tax liabilities	$	272,077	$	223,853

	2008			2007
Beginning balance	$	20,773		$	19,628
Additions for tax positions of prior periods		960			84
Additions for tax positions of the current period		3,086			2,876
Reductions for tax positions of prior years for:
Settlements with taxing authorities during the period		(1,609	)		—
Lapse of applicable statute of limitations		(572	)		(1,815	)
Ending balance	$	22,638		$	20,773

		2008		2007
$350 million term loan	$	350,000	$	—
$750 million revolving credit facility		179,000		—
$955 million term loan		—		823,745
$400 million revolving credit facility		—		—
Senior Notes		500,000		—
Senior Subordinated Convertible Notes		230,000		230,000
Other		8,516		4,847
Total debt		1,267,516		1,058,592
Less current portion		233,827		331,103
Long-term debt	$	1,033,689	$	727,489

	Number of shares	Weighted average exercise price per share	Weighted average contractual term	Aggregate intrinsic value
Outstanding at January 1, 2008	3,656,000	$ 30.84

Granted	1,051,000	55.50
Exercised	(463,000)	23.59
Canceled	(57,000)	46.74
Outstanding at December 31, 2008	4,187,000	37.77	5.20	$ 42,411,000
Exercisable at December 31, 2008	2,611,000	$ 28.06	4.01	$ 42,285,000

	Outstanding options			Exercisable options
Exercise price	Number	Average exercise price	Average remaining life (years)	Number	Average exercise price
$ 3.97 – 20.00	609,000	$ 17.72	3.5	609,000	$ 17.72
20.01 - 30.00	894,000	21.82	3.8	894,000	21.82
30.01 – 40.00	597,000	31.45	3.8	593,000	31.39
40.01 – 50.00	500,000	43.62	4.3	332,000	43.64
50.00 – 60.00	1,559,000	54.81	7.4	180,000	53.64
60.00 – 70.81	28,000	64.10	7.6	3,000	64.44
$ 3.97 – 70.81	4,187,000	$ 37.77	5.2	2,611,000	$ 28.06

	Number of shares	Weighted average fair value
Nonvested at January 1, 2008	663,000	$ 43.13

Granted	610,000	55.68
Vested	(476,000)	51.65
Forfeited	(5,000)	54.45

Nonvested at December 31, 2008	792,000	$ 53.83

Balance at beginning of year	Additions charged to costs and expenses	Deductions	Other	Balance at end of year
$ 8,486	9,920	(8,415)	(106)	$ 9,885

	United States		Non-U.S.		Eliminations			Total
	(in thousands)
2008
Sales to unaffiliated customers	$	1,709,844	$	596,507	$	—		$	2,306,351
Sales between geographic areas		102,954		182,551		(285,505	)		—
Net sales	$	1,812,798	$	779,058	$	(285,505	)	$	2,306,351
Long-lived assets	$	122,005	$	29,131	$	—		$	151,136
2007
Sales to unaffiliated customers	$	1,572,660	$	529,389	$	—		$	2,102,049
Sales between geographic areas		90,268		165,735		(256,003	)		—
Net sales	$	1,662,928	$	695,124	$	(256,003	)	$	2,102,049
Long-lived assets	$	125,800	$	27,439	$	—		$	153,239
2006
Sales to unaffiliated customers	$	1,305,772	$	394,962	$	—		$	1,700,734
Sales between geographic areas		86,491		120,502		(206,993	)		—
Net sales	$	1,392,263	$	515,464	$	(206,993	)	$	1,700,734
Long-lived assets	$	118,692	$	26,241	$	—		$	144,933

	First Quarter		Second Quarter		Third Quarter		Fourth Quarter
	(in thousands, except per share data)
2008
Net sales	$	542,995	$	594,414	$	593,100	$	575,862
Gross profit		276,390		305,330		308,760		297,808
Income from operations		108,266		126,541		132,299		119,055
Net earnings		63,582		75,673		75,199		72,061

Earnings from continuing operations before change in accounting principle per common share:
Basic		0.71		0.85		0.84		0.80
Diluted		0.68		0.80		0.80		0.78

2007
Net sales	$	478,427	$	530,636	$	532,902	$	560,084
Gross profit		238,148		262,395		271,779		286,073
Income from operations		92,851		107,956		113,738		123,809
Net earnings		51,434		61,229		65,140		72,230

Earnings from continuing operations before change in accounting principle per common share:
Basic		0.59		0.69		0.74		0.81
Diluted		0.56		0.66		0.70		0.77

	Balance at beginning of year	Additions charged to costs and expenses	Deductions	Other	Balance at end of year
	(in thousands)
Allowance for doubtful accounts and sales allowances
2008	$ 11,907	$ 5,953	$ (5,402)	$ 200	$ 12,658
2007	9,003	4,957	(2,429)	376	11,907
2006	8,625	1,259	(1,539)	658	9,003
Reserve for inventory obsolescence
2008	$ 28,390	$ 6,321	$ (4,063)	$ (540)	$ 30,108
2007	27,348	4,649	(5,402)	1,795	28,390
2006	25,420	5,220	(5,366)	2,074	27,348

Plan Category	(a) Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights	(b) Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights	(c) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))
Equity Compensation Plans Approved by Shareholders (1)	4,187,000	$ 37.77	5,429,000
Equity Compensation Plans Not Approved by Shareholders	-	-	-
Total	4,187,000	$ 37.77	5,429,000

Exhibit No.		Description of Exhibit
(a) 3.1		Amended and Restated Certificate of Incorporation.
(b) 3.2		Amended and Restated By-Laws.
(c) 3.3		Certificate of Amendment, amending Restated Certificate of Incorporation.
(d) 3.4		Certificate Eliminating References to Roper Industries, Inc.’s Series A Preferred Stock from the Certificate of Incorporation of Roper Industries, Inc. dated November 16, 2006.
(e) 3.5		Certificate of Amendment, amending Restated Certificate of Incorporation.
(f) 4.2		Form of Indenture for Debt Securities.
4.3		Form of Debt Securities (included in Exhibit 4.4).
(g) 4.4		First Supplemental Indenture between Roper Industries, Inc. and SunTrust Bank, dated as of December 29, 2003.
(h) 4.5		Second Supplemental Indenture between Roper Industries, Inc. and Sun Trust Bank, dated as of December 7, 2004.
(i) 4.6		Form of Senior Indenture.
4.7		Form of Note (included in Exhibit 4.6).
(j) 10.01		1991 Stock Option Plan, as amended. †
(k) 10.02		1993 Stock Plan for Nonemployee Directors, as amended and restated. †
(l) 10.03		Form of Amended and Restated Indemnification Agreement. †
10.04		Employee Stock Purchase Plan, as amended, filed herewith. †
10.05		2000 Stock Incentive Plan, as amended, filed herewith. †
10.06		Non-Qualified Retirement Plan, as amended, filed herewith. †
10.07		Brian D. Jellison Employment Agreement, dated as of December 29, 2008, filed herewith. †
(m) 10.08		Timothy J. Winfrey offer letter dated May 20, 2002. †
(n) 10.09		Credit Agreement, dated as of July 7, 2008, among Roper Industries, Inc., as parent borrower, the foreign subsidiary borrowers of Roper Industries, Inc. from time to time parties thereto, the several lenders from time to time parties thereto, Bank of Tokyo-Mitsubishi UFJ Trust Company and BNP Paribas, as documentation agents, Wachovia Capital Markets, LLC and Banc of America Securities, LLC, as syndication agents, and JPMorgan Chase Bank, N.A., as administrative agent.
(o) 10.10		Form of Executive Officer Restricted Stock Award Agreement. †
(o) 10.11		Brian D. Jellison Restricted Stock Unit Award Agreement. †
(p) 10.12		Offer letter for John Humphrey, dated March 31, 2006. †
(q) 10.13		2006 Incentive Plan, as amended. †
(r) 10.14		Form of Restricted Stock Agreement for Employee Directors. †
(r) 10.15		Form of Restricted Stock Agreement for Non-Employee Directors. †
(r) 10.16		Form of Restricted Stock Agreement for Employees. †
(r) 10.17		Form of Incentive Stock Option Agreement. †
(r) 10.18		Form of Non-Statutory Stock Option Agreement. †
10.19		Director Compensation Plan, as amended, filed herewith. †
10.20		David B. Liner offer letter dated July 21, 2005, filed herewith. †
10.21		Amendment to John Humphrey offer letter, filed herewith. †
10.22		Amendment to Timothy J. Winfrey offer letter, filed herewith. †
10.23		Amendment to David B. Liner offer letter, filed herewith. †
21.1		List of Subsidiaries, filed herewith.
23.1		Consent of Independent Registered Public Accounting Firm, filed herewith.
31.1		Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer, filed herewith.
31.2		Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer, filed herewith.
32.1		Section 1350 Certification of Chief Executive and Chief Financial Officers, filed herewith.

	(a)	Incorporated herein by reference to Exhibit 3.1 to the Roper Industries, Inc. Quarterly Report on Form 10-Q filed March 17, 2003 (file no. 1-12273), as amended by the Certificate Eliminating References to the Company’s Series A Preferred Stock from the Certificate of Incorporation of Roper Industries, Inc. dated November 16, 2006, incorporated herein by reference to Exhibit 3.1 to the Roper Industries, Inc. Current Report on Form 8-K filed November 16, 2006 (file no. 1-12273).
	(b)	Incorporated herein by reference to Exhibit 3.1 to the Roper Industries, Inc. Current Report on Form 8-K filed February 19, 2009 (file no. 1-12273).
	(c)	Incorporated herein by reference to Exhibit 10.1 to the Roper Industries, Inc. Quarterly Report on Form 10-Q filed August 9, 2006 (file no. 1-12273)
	(d)	Incorporated herein by reference to Exhibit 3.1 to the Roper Industries, Inc. Current Report on Form 8-K filed November 17, 2006 (file no. 1-12273).
	(e)	Incorporated herein by reference to Exhibit 3.1 to the Roper Industries, Inc. Quarterly Report on Form 10-Q filed on August 9, 2007 (file no. 1-12273).
	(f)	Incorporated herein by reference to Exhibit 4.2 to the Roper Industries, Inc. Pre-Effective Amendment No. 1 to the Registration Statement on Form S-3 filed November 28, 2003 (file no. 333-110491).
	(g)	Incorporated herein by reference to Exhibit 4.1 to the Roper Industries, Inc. Current Report on Form 8-K filed January 13, 2004 (file no. 1-12273).
	(h)	Incorporated herein by reference to Exhibit 4.1 to the Roper Industries, Inc. Current Report on Form 8-K filed December 7, 2004 (file no. 1-12273).
	(i)	Incorporated herein by reference to Exhibit 4.1 to the Registration Statement on Form S-3 filed July 29, 2008 (file no. 333-152590).
	(j)	Incorporated herein by reference to Exhibit 10.02 to the Roper Industries, Inc. Annual Report on Form 10-K filed January 21, 1998 (file no. 1-12273).
	(k)	Incorporated herein by reference to Exhibit 10.2 to the Roper Industries, Inc. Quarterly Report on Form 10-Q filed June 16, 2003 (file no. 1-12273).
	(l)	Incorporated herein by reference to Exhibit 10.04 to the Roper Industries, Inc. Quarterly Report on Form 10-Q filed August 31, 1999 (file no. 1-12273).
	(m)	Incorporated herein by reference to Exhibits 10.06 and 10.09 to the Roper Industries, Inc. Annual Report on Form 10-K/A filed November 3, 2003 (file no. 1-12273).
	(n)	Incorporated herein by reference to Exhibit 10.1 to the Roper Industries, Inc. Current Report on Form 8-K filed July 7, 2008 (file no. 1-12273).
	(o)	Incorporated herein by reference to Exhibits 99.1 and 99.2 to the Roper Industries, Inc. Current Report on Form 8-K filed December 30, 2004 (file no. 1-12273).
	(p)	Incorporated herein by reference to Exhibit 10.1 to the Roper Industries, Inc. Quarterly Report on Form 10-Q filed August 9, 2006 (file no. 1-12273)
	(q)	Incorporated herein by reference to Exhibit 10.1 to the Roper Industries, Inc. Quarterly Report on Form 10-Q filed November 7, 2008 (file no. 1-12273)
	(r)	Incorporated herein by reference to Exhibits 10.1, 10.2, 10.3, 10.4 and 10.5 to the Roper Industries, Inc. Current Report on Form 8-K filed December 6, 2006 (file no. 1-12273).

	†	Management contract or compensatory plan or arrangement.

By:	/S/ BRIAN D. JELLISON	February 27, 2009
	Brian D. Jellison, President and Chief Executive Officer