SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 18, 2008
ROPER INDUSTRIES, INC.
(Exact Name of Registrant as Specified in its Charter)
| DELAWARE |
1-12273 (Commission File Number) |
51-0263969 |
6901
Professional Pkwy. East, Suite 200
Sarasota, Florida
______________________
(Address of principal executive offices)
34240
____________________
(Zip Code)
(941) 556-2601
_____________________
(Registrant’s telephone number, including area code)
Not Applicable
_____________________
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the
registrant
under any of the following provisions:
[ ] Written communications pursuant to
Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Section
5 – Corporate Governance and Management
Item 5.02 Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) On
February 18, 2008, the Compensation Committee (the “Committee”) of the Board of Directors of Roper
Industries, Inc. (the “Company”) finalized the terms of a performance-conditioned award of restricted
stock to Brian Jellison, the Company’s Chief Executive Officer. The Committee awarded Mr. Jellison 440,000
shares of restricted stock. The award will vest over five years upon the attainment of annual EBITDA targets at
the rate shown below:
2008 |
2009 |
2010 |
2011 |
2012 |
|
% of Award Shares Vesting |
10% |
15% |
25% |
25% |
25% |
Any shares that fail to vest in a plan year may vest in the two following plan years (if any) if the Company’s adjusted EBITDA in either of the two following plan years has equalled or exceeds the target amount for the applicable plan year. In addition, all of the shares will vest upon Mr. Jellison’s death or disability or upon a change in control. The restricted stock grant is evidenced by an agreement that is substantially similar to the form of restricted stock agreement previously filed.
The Committee also
granted Mr. Jellison a non-qualified stock option covering 440,000 shares of common stock. The option will vest
and become exercisable annually at the rate of 10%, 15%, 25%, 25% and 25% beginning in February 2009. The option
grant is evidenced by an agreement that is substantially similar to the form of stock option agreement previously
filed.
The Committee intended that Mr. Jellison’s equity awards would cover a multi-year period.
Pursuant to the
terms of the restricted stock award and the stock option, Mr. Jellison has agreed not sell or transfer the shares
obtained under either award (less an amount equal to all tax obligations associated with payment of the awards)
until one year after he no longer is the Chief Executive Officer without the approval of the Committee. In the
event of an involuntary termination, termination due to death or disability, or a change in control, this
restriction will not apply.
The restricted stock and options were granted pursuant to the Company’s
2006 Stock Incentive Plan. The summary of the terms of the restricted stock and option awards is qualified in
its entirety to the 2006 Stock Incentive Plan.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.
ROPER INDUSTRIES, INC.
/s/David B. Liner
David B. Liner
Vice
President, General Counsel
and Secretary
Date: February 22, 2008