PROXY STATEMENT SUMMARY (CONTINUED)

PROXY STATEMENT SUMMARY (CONTINUED)

PROXY STATEMENT SUMMARY (CONTINUED)

Revocation of Proxies

You may revoke your proxy at any time prior to its exercise by filing a written notice of revocation with the Secretary of the Company or by delivering to the Company a duly executed proxy bearing a later date, or by attending the Annual Meeting and voting in person. However, if you are a stockholder whose shares are not registered in your own name, you will need documentation from your record holder stating your ownership to vote personally at the Annual Meeting.

PROPOSAL 1

1: ELECTION OF DIRECTORS

Roper’sOur Certificate of Incorporation provides that the Board of Directors shall consist of such number of members as may be fixed, from time to time, by the Board of Directors, but not less than the minimum number required under Delaware law. TheAs a result of the passing of David Devonshire in June 2015, our Board of Directors has currently fixeddecreased the number of directors at eight. The Certificatefrom ten to nine. As of Incorporation currently provides thatthis Annual Meeting, the declassification of our Board of Directors shall be divided into three classes of directors, as nearly equal in number as possible, withis completed, and the term of one class expiring at each annual meeting of stockholders and each class serving a three-year term.

The terms of officeall nine incumbent directors will expire. Shareholders are electing nine directors who will serve for Brian D. Jellison, David W. Devonshire and John F. Fort III expirea one-year term.

Our Board unanimously recommended each incumbent director for election at this Annual Meeting. Upon recommendationCertain information about our director nominees is set forth under “Board of Directors.” This information includes the Company’s independent Nominatingbusiness experience, qualifications, attributes and Governance Committee,skills that each individual brings to our Board.

If prior to the Board of Directors has nominated Messrs. Jellison, Devonshire and Fort to stand for election as directors for terms expiring at the 2016 Annual Meeting of Stockholders.

In the event anymeeting a director nominee is unable to serve, (which iswhich the Board of Directors does not anticipated),anticipate, the proxy will be voted for a substitute nominee selected by the Board of Directors, or the Board may choose to reduce its size.

Certain information about

Nominees For Re-electionBOARD OF DIRECTORS

For a term to expireNominee Information

for terms expiring at the 2017 Annual Meeting in 2016

David W. Devonshire Director since 2002 Committees: ¡     Audit (Chair) ¡     Executive		Professional Experience Mr. Devonshire, 67, served as an Executive Vice President and Chief Financial Officer of Motorola, Inc., a telecommunications company, from April 2002 until his retirement in December 2007. Prior to Motorola, Mr. Devonshire served as Executive Vice President and Chief Financial Officer of Ingersoll-Rand Company, a global diversified industrial company, and as Senior Vice President and Chief Financial Officer of Owens Corning, an innovator of glass fiber technology.
		Other Boards and Appointments Mr. Devonshire currently serves as a director of Meritor, Inc, Arbitron, Inc., and Career Education Corporation. He also serves on the Advisory Boards of CFO Magazine and L.E.K. Consulting. He is the Principal Financial Advisor to Harrison Street Capital, a private investment company.
		Director QualificationsAmy Woods Brinkley Mr. Devonshire’s strong background in finance and accounting, IT, Strategic Planning, and mergers and acquisitions, as well as his past experience as the chief financial officer of other public companies, provides the Board with financial expertise and insight.Director since 2015 Independent Age: 60 Committees: Audit

Professional Experience

Ms. Brinkley is the founder, owner and manager of AWB Consulting, LLC, which provides executive advising and risk management consulting services. Ms. Brinkley retired from Bank of America Corporation in 2009 after more than 30 years with the company. Ms. Brinkley served as its Chief Risk Officer from 2002 to 2009. Prior to 2002, she served as President of the company’s Consumer Products division and was responsible for the credit card, mortgage, consumer finance, telephone, and eCommerce businesses. During her employment at Bank of America Corporation, Ms. Brinkley also held the positions of Executive Vice President and Chief Marketing Officer overseeing the company’s Olympic sponsorship and its national rebranding and name change.

Other Boards and Appointments

Ms. Brinkley is currently a director of TD Bank Group, Carter’s, Inc., TD Group US Holdings, LLC. and the Bank of America Charitable Foundation. She also serves as a trustee for the Princeton Theological Seminary and on the board of commissioners for the Carolinas Healthcare System.

Director Qualifications

Ms. Brinkley’s background offers the Board vast experience in risk management and a broad-based knowledge of banking, financial services, and brand marketing.

		John F. Fort III Director since 1995 Independent Age: 74   Committees: ¡Audit ¡Nominating and Governance

Professional Experience

Mr. Fort has been self-employed since 1993. Mr. Fort served as Chairman and Chief Executive Officer of Tyco International Ltd., a provider of diversified industrial products and services, from 1982 until his retirement from the company in January 1993, and served as Interim CEO of Tyco from June to September 2002 and as an advisor to Tyco’s Board of Directors from March 2003 to March 2004.

Director Qualifications

Mr. Fort’s leadership experience as the CEO of a diversified industrial company and in-depth knowledge of our Company gives our Board perspective on important issues, including business strategy and acquisitions.

BOARD OF DIRECTORS(CONTINUED)

Mr. Jellison, 67, is our President and CEO. He previously served as Corporate Executive Vice President at Ingersoll-Rand, a global diversified industrial company from January 1998 to July 2001. During his 26-year career with Ingersoll-Rand, Mr. Jellison served in a variety of senior level positions and assumed the principal responsibility for completing and integrating a variety of public and private new business acquisitions.

Other Boards and Appointments

Mr. Jellison served as a director of Champion Enterprises, Inc. from 1999 to 2009.

Director Qualifications

Mr. Jellison’s active involvement in Roper’s operations provides the Board with specific knowledge of the business and its challenges and prospects. As the Chairman of the Board, his deep understanding of the organization and its strategic focus has provided key leadership and guidance for the Company’s growth.

Incumbent Directors

whose terms expire at the 2014 Annual Meeting

Richard F. Wallman Director since 2007 Committees: ¡     Nominating and Governance (Chair) ¡     Executive		Professional ExperienceBrian D. Jellison Mr. Wallman, 62, served as the Chief Financial Officer and Senior Vice President of Honeywell International Inc., a provider of diversified industrial technology and manufacturing products, and its predecessor AlliedSignal, from March 1995 to July 2003. Mr. Wallman has also served in senior financial positions with IBM and Chrysler Corporation.
	Other Boards and Appointments
	Mr. Wallman currently serves as a director of Convergys Corporation, Dana Holding Corp., Tornier N.V., and Charles River Laboratories International, Inc. and has formerly served as a director of Ariba, Inc., from 2002 to 2012, and Hayes-Lemmerz International and Lear Corporation fromChairman since 2003 to 2009.
	Director Qualifications
	Mr. Wallman’s extensive financial background brings to the Board a significant understanding of the financial issues and risks that affect the Company. Mr. Wallman also serves on the boards of other diverse publicly held companies, which gives him a multi- industry perspective and exposure to developments and issues that impact the management and operations of a global business.
Christopher Wright Director, President and Chief Executive Officer since 19912001 Age: 70   Committees: ¡     Audit ¡     Nominating and Governance		Professional Experience
		Mr. Wright, 55, is the Chairman of EMAlternatives LLC, a Washington, DC private equity asset management firm focused on emerging markets and a director of Merifin Capital Group, a private European investment firm. Until mid-2003 he served as Head of Global Private Equity for Dresdner Kleinwort Capital and was a Group Board Member of Dresdner Kleinwort Benson overseeing alternative assets in developed and emerging markets. He acted as Chairman of various investment funds prior to and following the latter’s integration with Allianz A.G.
		Other Boards and Appointments
		Mr. Wright currently serves as a director of Artio Global Investors Inc. (NYSE) and Yatra Capital Ltd (EuroNext), and formerly served as a director of IDOX PLC (AIM) from 2000 to 2013. He also serves as non-executive Chairman of Maxcess International Corporation and is a Foundation Fellow of Corpus Christi College, Oxford.
		Director Qualifications
		Mr. Wright offers a global perspective to the Board gained from his international and private equity experience. He also provides the Board with knowledge of current financial issues and risks affecting international business operations.Executive (Chair)

Incumbent DirectorsProfessional Experience

whose terms expire atMr. Jellison is our President and CEO. He previously served as Corporate Executive Vice President ofIngersoll-Rand, a global diversified industrial company from January 1998 to July 2001. During his 26-year career with Ingersoll-Rand, Mr. Jellison served in a variety of senior level positions and assumed the 2015 Annual Meetingprincipal responsibility for completing and integrating a variety of public and private new business acquisitions.

Director Qualifications

Mr. Jellison’s active involvement in Roper’s operations provides our Board with specific knowledge of the business and its challenges and prospects. As the Chairman of the Board, his deep understanding of the organization and its strategic focus has provided key leadership and guidance for our Company’s growth.

		Robert D. Johnson Director since 2005 Independent Age: 68   Committees: ¡Compensation (Chair) ¡     Executive		Professional Experience

Professional Experience

Mr. Johnson 65, was Chief Executive Officer of Dubai Aerospace Enterprise Ltd., a global aviation corporation, from August 2006 to December 2008. Mr. Johnson served as Chairman of Honeywell Aerospace, the aviation segment of Honeywell International Inc., from January 2005 to January 2006, and as its President and Chief Executive Officer from 1999 to 2005. Mr. Johnson worked at Honeywell’s predecessor, AlliedSignal, rising to the position of President and Chief Executive Officer of AlliedSignal Aerospace. Mr. Johnson has held management positions with AAR Corporation and GE Aircraft Engines.

Other Boards and Appointments

Mr. Johnson currently serves as the Chairman of the Board of Spirit AeroSystems, Inc., and as a director of Spirit Airlines, Inc. Mr. Johnson previously served as a director of Ariba, Inc. from 2005 to 2012 and Beechcraft Corp during 2013.

Director Qualifications

Mr. Johnson brings valuable knowledge in marketing, sales and production from his diverse career experiences. His management leadership skills and his general business knowledge provide our Board with guidance in compensation and management issues.

BOARD OF DIRECTORS(CONTINUED)

Robert E. Knowling, Jr. Director since 2008 Independent Age: 60   Committees: ¡Compensation		(Chair) Professional Experience
	Mr. Knowling, 57, is the Chairman of Eagles Landing Partners, a strategic management consulting company. From June 2005 to May 2009, Mr. Knowling served as Chief Executive Officer and director of Telwares, a leading provider of telecommunication spend management solutions. Mr. Knowling has served as the CEO of the NYC Leadership Academy, and in various executive capacities with SimDesk Technologies, Inc., and Covad Communications Company.
	Other Boards and Appointments
	Mr. Knowling currently serves as a director of The Bartech Group and Heidrick & Struggles International, and formerly served as a director of Aprimo, Inc. from 2008 to 2011 and as Lead Director of Ariba, Inc. from 2000 to 2012.
	Director Qualifications
	Mr. Knowling brings a unique perspective to the Board based on his involvement in telecommunications and high-growth technology companies. He also has significant operational and management skills, and his experience as a director of several other public companies enables him to provide guidance on corporate governance issues.

Professional Experience

Mr. Knowling is the Chairman of Eagles Landing Partners, a strategic management consulting company. From June 2005 to May 2009, Mr. Knowling served as Chief Executive Officer and director of Telwares, a leading provider of telecommunication spend management solutions. Mr. Knowling has served as the CEO of the NYC Leadership Academy, and in various executive capacities with SimDesk Technologies, Inc. and Covad Communications Company.

Other Boards and Appointments

Mr. Knowling previously served as a director of Heidrick & Struggles International from 2000 to 2015, The Bartech Group from 2006 to 2015, Aprimo, Inc. from 2008 to 2011, and as Lead Director of Ariba, Inc. from 2000 to 2012.

Director Qualifications

Mr. Knowling brings a unique perspective to our Board based on his involvement in telecommunications and high-growth technology companies. He also has significant operational and management skills, and insight with respect to technology matters. His experience as a director of several other public companies enables him to provide guidance on corporate governance and executive compensation issues.

		Wilbur J. Prezzano Director since 1997 Lead Independent Director Age: 75   Committees: ¡Compensation ¡Nominating and Governance

Professional Experience

Mr. Prezzano retired in January 1997 from Eastman Kodak Company, a supplier of imaging material and services, as its board Vice-Chairman and as Chairman and President of its greater China region businesses. During his32-year career with Eastman Kodak Company, Mr. Prezzano served in various executive capacities and also served as a director from 1992 to 1997.

Other Boards and Appointments

Mr. Prezzano currently serves as the Board Chair of Snyder’s-Lance, Inc. and as a director of TD Ameritrade Holding Corporation. Mr. Prezzano formerly served as a director of TD Bank Financial Group from 2003 to 2016 and EnPro Industries, Inc. from 2006 to 2014.

BOARD OF DIRECTORS(CONTINUED)

Director Qualifications

Mr. Prezzano has a strong background in management and experience in other international operations. Through his service on the boards of directors of several other companies in diverse industries, Mr. Prezzano provides our Board with a broad-based understanding important to our Company’s growth and operations.

		Professional ExperienceLaura G. Thatcher Director since 2015 Independent Age: 60 Committees: Audit Nominating and Governance

Professional Experience

Ms. Thatcher retired in December 2013 from 33 years of legal practice at Alston & Bird LLP, where she developed and headed the firm’s executive compensation practice for 18 years.

Other Boards and Appointments

Ms. Thatcher served on the Board of Directors of The Atlanta Legal Aid Society, Inc., a non-profit organization addressing the civil legal needs of Atlanta’s lower income, elderly and disabled residents from 2008 to 2014, and was a Past Chair of the Advisory Board of the Certified Equity Professional Institute (CEPI) of Santa Clara University.

Director Qualifications

Ms. Thatcher’s strong legal background in corporate, securities, compensation, mergers and acquisitions, and tax law, and her experience in advising a diverse array of public companies in these areas, offer the Board a broad-based as well as technical perspective in matters of corporate governance, executive compensation, and business acquisitions.

	Mr. Prezzano, 72, retired in January 1997 from Eastman Kodak Company, a supplier of imaging material and services, as its board Vice-Chairman and as Chairman and President of its greater China region businesses. During his 32-year career with Eastman Kodak Company, Mr. Prezzano served in various executive capacities and also served as a director from 1992 to 1997.
	Other BoardsRichard F. Wallman Director since 2007 Independent Age: 65 Committees: Nominating and AppointmentsGovernance (Chair) Executive

Professional Experience

Mr. Wallman served as the Chief Financial Officer and Senior Vice President of Honeywell International Inc., a diversified industrial technology and manufacturing company, and its predecessor AlliedSignal, from March 1995 to July 2003. Mr. Wallman has also served in senior financial positions with IBM and Chrysler Corporation.

BOARD OF DIRECTORS(CONTINUED)

Other Boards and Appointments

Mr. Wallman currently serves as a director of Convergys Corporation, Extended Stay America, Inc., Wright Medical Group (formerly Tornier N.V.), and Charles River Laboratories International, Inc. Mr. Wallman formerly served as a director of Ariba, Inc., from 2002 to 2012 and Dana Holding Corp. from 2010 to 2013.

Director Qualifications

Mr. Wallman’s extensive leadership and financial background brings to our Board a significant understanding of the financial issues and risks that affect our Company. Mr. Wallman also serves on the boards of other diverse publicly held companies, which gives him a multi-industry perspective and exposure to developments and issues that impact the management and operations of a global business.

		Christopher Wright Director Qualificationssince 1991 Independent Age: 58 Committees: Audit (Chair) Executive

Professional Experience

Mr. Wright is the Chairman of EMAlternatives LLC, a Washington, DC based private equity asset management firm focused on emerging markets, and a director of Merifin Capital Group, a private European investment firm. Until mid-2003 he served as Head of Global Private Equity for Dresdner Kleinwort Capital and was a Group Board Member of Dresdner Kleinwort Benson overseeing alternative assets in developed and emerging markets. He acted as Chairman of various investment funds prior to and following the latter’s integration with Allianz A.G., and as Global Head of Private Equity at Standard Bank Group from 2006 to 2007.

Other Boards and Appointments

Mr. Wright currently serves as a director of Yatra Capital Ltd (EuroNext), and sits on the advisory boards of various investment funds. Mr. Wright is a Foundation Fellow of Corpus Christi College, Oxford.

Director Qualifications

Mr. Wright offers a global perspective to our Board gained from his extensive international, private equity and banking experience. He is able to provide a valuable historical perspective on the development of our Company. He also provides our Board with knowledge of current financial issues and risks affecting international business operations and has experience with investing in the software and healthcare sectors.

CORPORATE GOVERNANCE

StockholderCORPORATE GOVERNANCE(CONTINUED)

Information on Roper’s website is not part of this proxy statement, and it is not incorporated into any filing we make with the SEC.

Review and Approval of Related Person Transactions

There were no related person transactions during 2012. The Audit Committee is responsible for reviewing and approving, as appropriate, all transactions with related persons. The Company has not adopted written procedures for reviewing related person transactions. The Company will review any relationship or transaction in which the Company and its directors and executive officers or their immediate family members are participants to determine whether such persons have a direct or indirect material interest.

BOARD COMMITTEES AND MEETINGS

The

BOARD COMMITTEES AND MEETINGS(CONTINUED)

Board Committees

The

Set forth below are the current committee memberships.

BOARD COMMITTEES AND MEETINGS(CONTINUED)

BOARD COMMITTEES AND MEETINGS(CONTINUED)

DIRECTOR COMPENSATION

Compensation for our non-employee directors is governed by the Company’sour Director Compensation Plan, which is a sub-plan of the Company’sour 2006 Stock Incentive Plan. The Director Compensation Plan provides for an annual grant of 4,000 restricted stock units (“RSUs”), which are issued the first business day after the Company’sour Annual Meeting of Stockholders.Shareholders. Unless the non-employee director has made a timely deferral election as provided in the Plan, each RSU represents the right to receive one share of Company Common Stockour common stock on the vesting date and the right to receive a dividend equivalent in the same amount and at the same time as any dividend or other cash distribution is paid on a share of Company Common Stock.our common stock. RSUs do not have voting rights. One half of the RSUs granted vest six months after the grant date and the remaining RSUs vest the day before the next Annual Meeting. During 2012,2015, each non-employee director received a grant of 4,000 RSUs the day after the 2012 Annual Meeting of Stockholders.on June 1, 2015.

Under the Company’sour Director Compensation Plan, each non-employee director also receives an annual cash retainer and fees for board and committee meetings as shown in the table below. The cash retainer and the number of RSUs granted will be prorated for any new director based on the number of full months such director serves as a non-employee director during the year. No changes have been made to the program since 2004.

The CompanyWe also reimburses itsreimburse our directors for reasonable travel expenses incurred in connection with attendance at board, committee and stockholdershareholder meetings and other Company business.

Mr. Jellison is an employee of theour Company and did not receive any compensation for his service as a director of the Company.director. His compensation is set forth in the “Executive Compensation” section below.

DIRECTOR COMPENSATION(CONTINUED)

The table below shows the compensation of the Company’sour non-employee directors (other than Mr. Jellison) during fiscal year 2012.for 2015.

20122015 Director Compensation

Name		Fees Earned or Paid in Cash                 ($)				Stock Awards         ($)(1)(2)(3)				All Other Compensation                      ($)		Total              ($)
David W. Devonshire			61,500				387,360			-			448,860
John F. Fort III			54,500				387,360			-			441,860
Robert D. Johnson			60,500				387,360			-			447,860
Robert E. Knowling, Jr			57,500				387,360			-			444,860
Wilbur J. Prezzano			56,333				387,360			-			443,693
Richard F. Wallman			59,667				387,360			-			447,027
Christopher Wright			56,500				387,360			-			443,860

Name		Fees Earned or Paid in Cash ($)				Stock Awards ($)(1)(2)(3)				All Other Compensation ($)				Total ($)
Amy Woods Brinkley(4)			41,875				699,640				-				741,515
David W. Devonshire(5)			27,250				699,640				-				726,890
John F. Fort III			61,000				699,640				-				760,640
Robert D. Johnson			56,500				699,640				-				756,140
Robert E. Knowling, Jr			61,500				699,640				-				761,140
Wilbur J. Prezzano			58,000				699,640				-				757,640
Laura G. Thatcher(6)			40,375				699,640				-				740,015
Richard F. Wallman			61,000				699,640				-				760,640
Christopher Wright			63,500				699,640				-				763,140

(1)	The dollar values shown represent the grant date fair values for RSUs granted to these directors during 2012,2015, calculated in accordance with Accounting Standards Codification (“ASC”) Topic 718 stock compensation.

 

(2)	As of December 31, 2012,2015, each non-employee director, excluding Mr. Devonshire, whose awards vested upon his death, had 2,000 unvested RSUs outstanding.

 

(3)	There were no stock option awards outstanding at December 31, 20122015 for our non-employee directors.

(4)	Ms. Brinkley joined the Board in May 2015.

(5)	Mr. Devonshire passed away in June 2015.

(6)	Ms. Thatcher joined the Board in May 2015.

Our stockholdershareholder ownership and retention guidelines for our non-employee directors requiresrequire them to own 4,000 shares of Company Common Stock.our common stock. Until the share ownership guidelines are met, non-employee directors are required to retain 100% of any shares they receive (on a net after tax basis) under the Company’sour Director Compensation Plan. All of theour current directors are in compliance with the ownership and retention guidelines.

The ownership requirement equated to approximately 18 times the annual cash retainer for directors, based on the closing price of our common stock on December 31, 2015 ($189.79 per share).

14						Roper Technologies, Inc. 2016 Proxy Statement

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EXECUTIVE OFFICERS

The following table sets forth certain information concerning Roper’sour current executive officers. The executive officers are elected by the Board of Directors and serve at the discretion of the Board of Directors.its discretion.

 

Brian D. Jellison		Professional Experience
President and Chief Executive OfficerCEO since 2001 Director since 2001		Mr. Jellison’s professional experience is discussed under “Proposal 1: Election“Board of Directors” above.
Chairman since 2003 Age: 70
John Humphrey		Professional Experience
Executive Vice President since 2011 Chief Financial Officer since 2006 Vice President from 2006 to 2011 Age: 50		Prior to joining Roper, Mr. Humphrey 47, served as Vice President and Chief Financial Officer forof Honeywell Aerospace, the aviation segment of Honeywell International Inc., after serving in several financial positions with Honeywell International and its predecessor AlliedSignal. Mr. Humphrey’s earlier career included 6 years with Detroit Diesel Corporation, a manufacturer of heavy-duty engines, in a variety of engineering and manufacturing management positions.
David B. Liner		Professional Experience
Vice President since 2005 General Counsel since 2005 Secretary since 2005 Age: 60		Prior to joining Roper, Mr. Liner 57, served four years in the corporate finance group of the law firm of Dykema Gossett, PLLC, heading up both the firm’s automotive industry and China teams, and four years as Vice President and General Counsel of MascoTech, Inc., a diversified industrial products company primarily serving the global transportation industry. Mr. Liner’s earlier career included 17 years as a member of the legal department of Masco Corporation, a manufacturer of products for the home improvement and new home construction markets.
Paul J. Soni		Professional Experience
Vice President since 2006 Controller since 20062002 Age: 57		Prior to joining Roper, Mr. Soni 54, served four years as Corporate Controller forof Oxford Industries, Inc., a clothing company, and four years as Controller of the International Division of Savannah Foods & Industries, Inc., a producer, marketer, and distributor of food products, with responsibilities in the U.S. and Latin America. Mr. Soni’s earlier career included eight years with Price Waterhouse LLP, a professional services firm, in the U.S. and Europe, performing audit and transaction support services.

				Roper Technologies, Inc. 2016 Proxy Statement				15

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BENEFICIAL OWNERSHIP

Beneficial ownership is determined in accordance with the rules of the SEC.SEC rules. Under the rules, the number of shares beneficially owned by a person and the percentage of ownership held by that person includes shares of Common Stockcommon stock that could be acquired upon exercise of an option within sixty days, although such shares are not deemed exercised and outstanding for computing percentage ownership of any other person. Unless otherwise indicated in the footnotes below, the persons and entities named in the table have sole voting and investment power with respect to all shares beneficially owned, subject to community property laws where applicable.

The following table shows the beneficial ownership of Roper Common Stockcommon stock as of March 31, 20132016 by (i) each of the directors,our director nominees, (ii) each named executive officer in the “2012“2015 Summary Compensation Table,” (iii) all of our current directors and executive officers as a group, and (iv) all persons who we know are the beneficial owners of five percent or more of Roper Common Stock.common stock. Except as noted below, the address of each of the personsperson in the table is c/o Roper Industries,Technologies, Inc., 6901 Professional Parkway East, Suite 200, Sarasota, FL 34240.

 

Name of Beneficial Owner		Beneficial  Ownership     of Common Stock(1)(2)				Percent of Class
T. Rowe Price Associates, Inc 100 East Pratt Street, Baltimore, Maryland 21202			11,248,986	(3)			11.4%
FMR L.L.C. 82 Devonshire Street, Boston, Massachusetts 02109			6,538,476	(4)			6.6%
The Vanguard Group, Inc 100 Vanguard Blvd., Malvern, Pennsylvania 19355			6,497,691	(5)			6.6%
Blackrock, Inc. 40 East 52nd Street, New York, New York 10022			5,552,417	(6)			5.6%
David W. Devonshire			10,000				**
John F. Fort III			30,900	(7)			**
Brian D. Jellison			1,714,809				1.7%
Robert D. Johnson			8,000				**
Robert E. Knowling, Jr.			10,038				**
Wilbur J. Prezzano			26,000				**
Richard F. Wallman			26,715				**
Christopher Wright			86,919				**
John Humphrey			286,253				**
David B. Liner			112,201				**
Paul J. Soni			111,363	(8)			**
All directors and current executive officers as a group (11 individuals)			2,423,198				2.4%

Name of Beneficial Owner		Beneficial Ownership     of Common  Stock(1)(2)				Percent of Class
T. Rowe Price Associates, Inc. 100 East Pratt Street, Baltimore, Maryland 21202			14,666,657	(3)			14.5	%
The Vanguard Group, Inc. 100 Vanguard Blvd., Malvern, Pennsylvania 19355			9,050,250	(4)			9.0	%
FMR LLC 245 Summer Street, Boston, Massachusetts 02210			7,447,048	(5)			7.4	%
Blackrock, Inc. 55 East 52nd Street, New York, New York 10055			5,743,127	(6)			5.7	%
Franklin Resources, Inc. One Franklin Parkway, San Mateo, CA 94403			5,086,441	(7)			5.0	%
Amy Woods Brinkley			4,000				*	*
John F. Fort III			18,150	(8)			*	*
Brian D. Jellison			1,866,814				1.8	%
Robert D. Johnson			8,500				*	*
Robert E. Knowling, Jr.			14,038				*	*
Wilbur J. Prezzano			16,000				*	*
Laura G. Thatcher			4,000				*	*
Richard F. Wallman			39,965				*	*
Christopher Wright			66,904				*	*
John Humphrey			288,728				*	*
David B. Liner			154,366				*	*
Paul J. Soni			112,956	(9)			*	*
All current directors and executive officers as a group (12 individuals)			2,594,421				2.5	%

**	Less than 1%.

 

(1)

Includes shares that may be acquired on or before May 30, 20132016 upon exercise of stock options issued under Company plans as follows: Mr. Jellison (658,084)(548,084), Mr. Humphrey (156,057)(181,916), Mr. Liner (60,000)(92,000), Mr. Soni (66,144)(56,000) and all 1112 current directors and executive officers as a group (940,285)(878,000). Holders do not have voting or investment power over unexercised option shares.

 

(2)

Includes the following shares of unvested restricted stock held by named executives officers over which they have sole voting power but no investment power: Mr. Jellison (350,000), Mr. Humphrey (66,667)(70,000), Mr. Liner (12,000)(14,000) and Mr. Soni (12,000)(14,000). Also includes 2,000 shares that will be acquired on May 23, 201326, 2016 upon the vesting of unvested restricted stock units for each of our non-employee directors: Messrs. Devonshire, Fort, Johnson, Knowling, Prezzano, Wallman and Wright.Wright, Ms. Brinkley and Ms. Thatcher. The total for all current executive officers and directors as a group is 454,667.464,000.

16						Roper Technologies, Inc. 2016 Proxy Statement

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BENEFICIAL OWNERSHIP(CONTINUED)

(3)

Based on information as of December 31, 2012 provided in areported on Schedule 13G filed with the SEC on February 6, 2013,10, 2016, as of December 31, 2015, T. Rowe Price Associates, Inc. may be deemed to be the beneficial owner of such securities; however, it expressly disclaims that it is, in fact,securities, with sole voting power over 4,205,137 shares and sole dispositive power over all of the beneficial owner of such securities.shares.

 

(4)

Based on information reported on Schedule 13G filed with the SEC on February 14, 2013,10, 2016, as of December 31, 2012 FMR LLC (“FMR”) beneficially owned, and had sole dispositive power over all of these shares, with sole voting power over 95,589 shares. The shares reported are beneficially owned by subsidiaries of FRM, as follows: (i) Fidelity Management & Research Company, an investment adviser to various investment companies, beneficially owned 6,443,300 shares; (ii) Fidelity Management Trust Company beneficially owned 30,737 shares as a result of serving as an investment manager of institutional accounts; (iii) Strategic Advisers, Inc. beneficially owned 34,985 shares as a result of providing investment advisory services to individuals; and (iv) Pyramis Global Advisors Trust Company beneficially owned 29,454 shares as a result of serving as an investment manager of institutional accounts. As a result of his ownership in FMR and a shareholders’ voting agreement, Edward C. Johnson 3d may also be deemed to beneficially own certain of these shares.

(5)

Based on a Schedule 13G filed with the SEC on February 11, 2013, as of December 31, 20122015, The Vanguard Group, Inc. beneficially owned 6,497,6919,050,250 shares of Roper Commoncommon stock, with sole voting power over 172,110188,377 shares, shared voting power over 9,900 shares, sole dispositive power over 6,332,4818,851,410 shares and shared dispositive power over 165,210198,840 shares. Certain of these shares are beneficially owned by subsidiaries that serve as investment manager of collective trust accounts or as investment manager of investment offerings.

 

(5)	Based on information reported on Schedule 13G filed with the SEC on February 12, 2016, as of December 31, 2015, FMR LLC (and of its affiliates) beneficially owned 7,477,048 shares of Roper common stock with the sole voting power over 73,515 shares and sole dispositive power over all of the shares.

(6)

Based on information reported on Schedule 13G filed with the SEC on January 30, 2013,February 10, 2016, as of December 31, 20122015, BlackRock, Inc. (and certain subsidiaries as a group)subsidiaries) beneficially owned 5,552,4175,743,127, shares of Roper Common Stockcommon stock with the sole voting power over 4,893,874 shares and sole dispositive power over theseall of the shares.

 

(7)

Includes 500Based on information reported on Schedule 13G filed with the SEC on February 10, 2016, as of December 31, 2015, Franklin Resources, Inc. (and certain of its affiliates) beneficially owned 5,086,441 shares held by trust for which Mr. Fort is the trustee.of Roper common stock, with certain affiliates having sole voting power and sole dispositive power over an aggregated of 926,387 shares.

 

(8)

Includes 2,882250 shares held by a trust of which Mr. Fort is a trustee.

(9)

Mr. Soni and his spouse each participate in a 401(k) plan with a unitized stock fund that consists of cash and 953common stock in amounts that vary from time to time. Based on a conversion factor representing the units in the fund as of March 31, 2016, the shares held byin the table include 2,798 shares in Mr. Soni’s account and 946 shares in his spouse in a 401(k) plan.spouse’s account.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires Roper’s directors, officers and persons who own more than 10% of Roper Common Stockcommon stock to file with the SEC initial reports of ownership and reports of changes in ownership. Officers, directors and greater than 10% stockholdersshareholders are required by SEC regulation to furnish Roper with copies of all Section 16(a) forms they file.

We believe that during 20122015 all of our directors and executive officers complied with all Section 16(a) filing requirements, with the following exception:exception of one late Form 54 filed March 6, 2015 due to an administrative oversight in reporting a giftsale of stock by2,250 shares for Mr. Humphrey.

Wright. In making this statement, we have relied upon examination of the copies of Forms 3, 4 and 5, and amendments to these forms, provided to us and the written representations of our directors and executive officers.

				Roper Technologies, Inc. 2016 Proxy Statement				17

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COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis (“CD&A”) provides information about our compensation objectives and policies for our Chief Executive Officer and our other executive officers (who are included in the 20122015 Summary Compensation Table and referred to in this CD&A as “executive officers”) that will place in perspective the information set forth in the “Executive Compensation” section that follows in this proxy statement. Our CD&AProxy Statement.

EXECUTIVE SUMMARY

Superior Returns for Roper Investors

Roper is organizedproud of its long track record of superior returns for its investors. Roper has significantly outperformed the S&P 500 over the past one, three, five, and 10 years.

Period		Compound Annual Shareholder Return				Total Shareholder Return (TSR)
		Roper		S&P 500		Roper		S&P 500
1 Year		22.1%		1.4%		22.1%		1.4%
3 Years		20.0%		15.1%		72.9%		52.6%
5 Years		20.6%		12.6%		155.5%		80.8%
10 Years		17.7%		7.3%		408.8%		102.4%

Record 2015 Performance Despite Macro Challenges⁽¹⁾

Record financial results were achieved in 2015 despite strong headwinds in foreign exchange and weakness in oil & gas end markets. Although these two challenges reduced revenue by nearly $200 million in 2015, we were still able to grow revenue, expand margins, and produce an 11% increase in free cash flow. We deployed $1.8 billion in acquisitions with a continued focus on software, SaaS and niche product applications consistent with our strategy of disciplined capital deployment to enhance our ability to generate and compound future free cash flow.

Operating income grew 4%, to above $1.0 billion

Operating margin increased 80 basis points to 29.0%

EBITDA margin continued to expand, reaching 34.6%

Free cash flow increased 11% to $893 million, representing a record 25% of revenue

•

Annual dividend increased by 20%, increasing for the 23rd consecutive year

•

Generated double-digit shareholder returns for the 12th time in the last 13 years

Greater than 20% annual compound return to shareholders over the past five years

Deployed an all-time high $1.8 billion of capital in acquisitions

Diluted Earnings Per Share (DEPS) increased 4% from $6.42 in 2014 to $6.68 in 2015.		Free Cash Flow increased 11% from $803 million in 2014 to $893 million in 2015.

(1)	Financial items above are adjusted except for Free Cash Flow. Please see Appendix A for reconciliation from GAAP to adjusted results.

18						Roper Technologies, Inc. 2016 Proxy Statement

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COMPENSATION DISCUSSION AND ANALYSIS(CONTINUED)

Compensation Summary and Consideration of Say-on-Pay Vote

At the 2015 Annual Meeting of Shareholders, 97% of the votes cast were in favor of the advisory vote to approve executive compensation, high by peer and general industry standards and up from 2014. The Compensation Committee believes the vote reflects the strong support of shareholders for recent changes to our executive compensation program as follows:well as for our long-standing pay-for-performance philosophy and approach of integrating executive compensation with our value creation model.

The creation of shareholder value is the foundation and driver of our executive compensation program. The compensation of our executive officers is closely aligned with the long-term interests of our investors.

 

•

Business OverviewDespite record financials and Results. 2012$3.5 billion in market value creation in 2015, compensation was another year of record financial performance and continuing growth and diversification.flat to down from 2014.

 

•

Objectives of Our Compensation Program. The objectives of our executive compensation program are based on our business model andSalaries have remained the competitive pressuressame for executive talent. We structured our executive compensation program to reflect our compensation philosophy and related operating principles.three years (2014-16).

 

•

ElementsAnnual cash bonuses paid out at 52% of Compensation. There are several componentstarget for 2015, down from approximately 100% of target for the compensation payable to our executive officers while they are employed by our company and on a post-termination basis. We emphasize elements that tie executive compensation to performance.prior five years.

 

•

Compensation Process. We regularly review our compensation programs to assure that we meet our compensation objectives.All equity awards are performance-based with vesting of 100% of restricted shares contingent upon meeting multi-year EBITDA and operating cash flow margin performance requirements.

 

•

Analysis95% of2012Compensation. The our Chief Executive Officer’s compensation for our executive officers in 2012 reflected our compensation objectivesis subject to performance risk and was tied to performance.long-term financial results and stock price, with all incentive compensation tied to achievement of pre-set performance objectives over three years, and none tied solely to a single annual measurement period.

Taking into consideration input from investors, the 2014 Say on Pay vote, external developments, and internal considerations, Roper took numerous actions related to its executive compensation program over the last two years:

•

CEO annual cash bonus was replaced with a three-year long-term cash incentive award.

 

•

Additional InformationDividends on restricted shares will not be paid until the shares are earned, and will be forfeited if not earned.

•

Vesting for equity awards was lengthened to 50% after years 2 and 3 (from one-third per year previously). Information regarding other aspects

•

Achievement of three-year cumulative performance goal required for full vesting of restricted shares (versus a one-year goal for each year previously).

•

Performance standards for full vesting of restricted shares were increased in 2016 to EBITDA of $3.45 billion and operating cash flow of 21% of revenue.

•

Eliminated the Medical Reimbursement Plan for executives effective for 2015.

•

Our Global Industry Classification System (GICS) was reviewed with Standard & Poor’s who changed our assignment in 2014 to reflect the transformation of our business mix.

				Roper Technologies, Inc. 2016 Proxy Statement				19

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COMPENSATION DISCUSSION AND ANALYSIS(CONTINUED)

Checklist of Compensation Practices

Consistent with investor interests and market best practices, positive features of our executive compensation program include the following:

WHAT WE DO
•		Virtually all compensation program for our executive officersexecutives is also presented.tied to performance.
•		Performance vesting requirements apply to 100% of restricted stock awards.
•		CEO’s cash bonus based on three-year results to reinforce long-term planning horizon.
•		Cash bonuses are capped and performance-based restricted stock awards limited to 100% of target (risk mitigation features).
•		Robust share ownership and retention guidelines, much higher than typical practice.
•		“Clawback” policy to recoup erroneously paid compensation.
•		Risk assessment review as part of risk mitigation process.
•		Independent compensation consultant retained by the Compensation Committee.
•		Limited perquisites and other benefits.

WHAT WE DON’T DO
•		No re-pricing of underwater stock options or cash buy-outs.
•		No granting of stock options with an exercise price less than fair market value at grant.
•		No payment of dividends on performance-based restricted stock awards until earned.
•		No defined-benefit pension plan or SERPs for executives (only 401(k) Plan on the same terms as other eligible employees and voluntary deferral of cash compensation).
•		No “single trigger” equity vesting upon change-in-control.
•		Severance pay is very limited, as is the use of employment agreements.
•		No hedging or pledging of Company stock is permitted.
•		No excise tax gross-ups on change-in-control payments.

20						Roper Technologies, Inc. 2016 Proxy Statement

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COMPENSATION DISCUSSION AND ANALYSIS(CONTINUED)

CREATING SHAREHOLDER VALUE

Simple Strategy Focused on Value Creation

Roper has a simple and successful business model that we believe is unique among multi-industry diversified companies. We operate high-margin, high-cash generating, asset-light businesses across a wide range of diverse end-markets. Our high-performing businesses generate excess free cash flow that our executive team deploys to acquire more high-performing businesses. This creates a “compounding effect” on cash flow that drives long-term value creation. Our free cash flow has increased from $257 million in 2005 to $893 million in 2015, driven by this combination of outstanding business performance and value-creating capital deployment.

Roper Annual Free Cash Flow (millions)

Note: Free Cash Flow = Cash from Operations less Capital Expenditures

Business Overview and ResultsKey Metric: Cash Return on Investment

RoperCash Return on Investment (“CRI”) is a diversified growth company. Our goal iskey operating metric Roper uses to create superior long-termmeasure the performance and value for our investors through a strategy of building high-performanceits operating businesses united by common metrics and governance systems. Two key elements are criticalpotential acquisitions, and to successfully executing our strategy and driving sustained value creation:

operational excellence and reinvestment in our existing businesses to generate attractive cash returns, and

wisely deploying the cash generated from operations primarily by making acquisitions that can be successfully integrated into our portfolio of companies.

To achieve these objectives, we take a minimalist approach to corporate structure to foster an entrepreneurial organization. By doing so, we maintain the agility associated with smaller companies while realizing the scale benefits of larger organizations. Among other challenges, our business model requires leaders with operational and portfolio expertise capable of taking on high levels of personal responsibility without the infrastructure support typically provided in companies of similar size. We consistently focus on high-margin businesses, differentiated technology, and nimble execution in an effort to deliver exceptional results.

Business Results

Performance for 2012 was outstanding across the enterprise and throughout the year with record levels of revenue, income, and cash flow:

operating margins expanded in each of our segments in every quarter of 2012, reflecting the strength of our business leaders and corporate executive leadership on cash flow growth and disciplined operating model, with gross margins expandinginvestment.

CRI is highly correlated to 56% for the year;value creation and we believe our strategy of improving CRI has been a key driver to our long term performance.

 

diluted earnings per share for 2012 were up 12% overOur CRI discipline, as applied throughout the prior year, with revenues up 7% from 2011;organization, allows us to focus our investment on areas that will increase shareholder value, drive cash flow growth, and minimize physical assets.

 

operating cash flow wasThrough a record $678 million for 2012, whilecombination of internal improvements and disciplined capital deployment, Roper has increased CRI dramatically since 2005, and our shareholders have enjoyed a total shareholder return of 409% during that period.

				Roper Technologies, Inc. 2016 Proxy Statement				21

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COMPENSATION DISCUSSION AND ANALYSIS(CONTINUED)

Acquisition-Focused Capital Deployment

We deploy most of our free cash flow increased 14% representing 21% of revenue.

We continued our diversification into software and technology businesses during 2012 by investing $1.5 billion in acquisitions includingto generate long-term growth and create long-term shareholder value. Unlike most other large corporations, we do not have a separate corporate development or merger-and-acquisition team, with our acquisitionChief Executive Officer, Chief Financial Officer, and other top executives responsible for the disciplined deployment of Sunquest Information Systems, Inc., a diagnostic laboratory software solutions company. Overcapital through acquisitions.

Market Capitalization Growth (2004-2015)

In 2015, Roper’s market capitalization increased by $3.5 billion, the past four years, $2.6 billion has been investedbiggest single-year increase in new businesses, of which 95% was used to acquire medical and software technology businesses. Also in 2012, we successfully issued $900 million of senior notes and ended the year with a strong balance sheet, including over $1.5 billion in cash and available liquidity.

Returns to our stockholders totaled 29% in 2012, almost twice the S&P 500.history. Over the last foursix years, Roper’s cumulative total stockholder return (“TSR”)market capitalization has more than doubled that of the S&P 500, and has exceeded the S&P 500almost quadrupled, climbing by more than five times over the last decade, as shown in the graph below. Over the last three years, Roper has delivered over $6 billion of incremental value to investors, as shown in the table below.$14 billion.

 

		Roper Incremental Value for Investors Since 2009 (Dollars in Millions)
		Year				Market Capitaliza- tion (Year- End)				Cumulative Increase  in Market Capitalization Since 2009
			2009			$	4,899				-
			2010			$	7,236			$	2,337
			2011			$	8,381			$	3,482
			2012			$	10,969			$	6,070

Objectives of Our Compensation ProgramOBJECTIVES OF OUR COMPENSATION PROGRAM

Our compensation program for executives is based onreflects our business needs and challenges in creating stockholder value. To support the achievement of our business strategiesshareholder value and goals, we:is designed to:

 

tie compensation to performance;Drive performance for the benefit of shareholders.

 

emphasizeEmphasize equity compensation to align executives’ financial interests with those of stockholders;shareholders.

 

maintainProvide compensation and reward levels that are competitive in bothwith publicly traded and privately held enterprises that enableenabling us to recruit and retain seasoned leadership capable of driving and managing a diversified growth company;technology company.

simplify compensation design to facilitate ease of administration and communication;

maintainMaintain flexibility to adjust to changing business needs in a fast-paced business environment; andenvironment.

 

adhereSimplify compensation design to promote transparency and facilitate ease of administration and communication.

Solicit and consider the views of our investors.

Adhere to the highest legal, governance, and ethical standards.

The Compensation Committee oversees our executive compensation programs to ensure that we appropriately compensate executives, to motivate executives to achieve our business objectives, and to align our executive’s interests with long-term interests of our stockholders. The Compensation Committee also reviews and discusses with management the potential for risks associated with the compensation policies and practices for executive officers as well as all employees to ensure that our practices are aligned with sound risk management.

22						Roper Technologies, Inc. 2016 Proxy Statement

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COMPENSATION DISCUSSION AND ANALYSIS(CONTINUED)

Elements of CompensationELEMENTS OF COMPENSATION

Our executive compensation program consists of several different elements, each with an objective that fits into our overall compensation program. Although there is no specific formula for allocating among the components, we emphasize the link between performance and compensation and consider our equity programs to be a significant vehicle for achieving that objective. While long-term stock is a major component of executive compensation, other elements are usedprogram to provide an integrated and competitive total pay package.

Long-Term Stock Incentives

Equity compensation is the key elementbiggest and most important form of the total compensation programpay for our executive officers and receives the heaviest weighting of all elements. It is intended to be a key element in driving the creation of long-term value for investors, attracting and retaining executives capable of effectively executing our business strategies, and structuring compensation to account for the time horizons of risks. We emphasize equity compensation becauseas it supports the achievement ofachieves many of our key compensation objectives:

 

tieTie pay to performance by linking compensation to stockholdershareholder value creation;creation and achievement of pre-determined and objective performance criteria.

 

alignAlign executives’ interests with those of stockholders;shareholders while reinforcing a long-term planning horizon.

 

attractAttract executives, particularly those interested in building long-term value for stockholders,shareholders, as equity compensation is the key element of competitive pay packages for executives; andexecutives.

 

retainRetain executives and reward future service, by providing for forfeiture of awards prior to satisfaction of multi-year service requirements.

Our long-term stock incentive program currently consists ofWe use two types of equity awards, both tied to stock price, since the value that an executive officer may ultimately receive depends on the value of our stock. These awards align our executive officers’ interests with those of our stockholders.awards:

Stock Options

 

Stock Options—The exercise price of stock options is set at the market closing price of our stock on the date of grant with options generally vesting in installments over three years. This design gives executiveswhich provides an incentive to increase share pricegrow shareholder value and requires continued service over severalmultiple years to realize any potential gains.

Performance-Based Restricted Stock

 

Restricted Stock—As with stock options, restricted shares generally vest in installments over three years but may fully vest at the end of three years or other periods without annual vesting. Generally,In addition to continued service, the vesting of installmentsrestricted shares is 100% contingent on the Company attaining a specific, levelpre-determined and objective performance goals, as certified by the

Compensation Committee. Effective for the awards made in January 2015, dividends will be withheld and paid only to the extent the shares are actually earned by performance, rather than currently as under prior awards. Performance-based restricted stock is intended to encourage the retention of executives, provide a continuing incentive to increase shareholder value, and further align executives’ interests with investors.

We use two types of performance primarily to preserve tax deductibility undercash payments:

Cash Incentives

Cash incentives support the Code. Dividends are paid currently on restricted shares during the vesting period. Restricted stock is intended to encourage the retention of executives, while providing a continuing incentive to increase stockholder value.

Tying the vesting of stock awards to achievement of goals (beyond ensuring tax-deductibility) is authorized in our 2006 Incentive Plan and is regularly considered but has not been used to date. Considerations that have discouraged us from using broader performance contingencies are the difficulty in setting multi-year financial goals in uncertain economic times, risk abatement, simplicity, and implicationsbusiness strategies by tying a portion of acquisitions on trailing performance.

To strengthen the alignment with stockholders, the size of awards has been generally expressed as a constant number of shares, which fluctuates in value from year to year with changes in stock price. We believe that this provides additional incentive for increasing the value of our shares and exposes the executivecompensation to the risksachievement of share ownership, while reinforcingestablished financial objectives and assist in attracting executives due to their market prevalence. Cash incentives are capped to avoid an excessive short-term focus and potentially adverse risk-taking. Cash incentives for executive officers are tied to annual performance, except for our Chief Executive Officer. Effective for 2014, the linkage between stockholder returns and executive pay.Chief Executive Officer’s annual incentive was changed to a long-term incentive covering three years to reinforce the importance of sustained performance.

Base Salary

Base salary is an important partfixed cash compensation that reflects level and scope of an executive’s compensation,responsibility, experience and theskills, and market practices. The Compensation Committee reviews each executive officer’s base salary annually as well as at the time ofin connection with a promotion or other change in responsibility. Any salarySalary adjustments are usually approved early in the year, effective as of January 1. The

				Roper Technologies, Inc. 2016 Proxy Statement				23

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COMPENSATION DISCUSSION AND ANALYSIS(CONTINUED)

specific amount for each executive officer depends on the executive’s role in the Company, scope of responsibilities, experienceOther Pay Elements

As Roper has largely avoided perquisites, supplemental pensions, and skills. Market practices are also considered in setting salaries. Base salaries are intended to assist us in attracting executives and recognizing differing levels of responsibility and contribution among executives. For our more senior executives, particularly our Chief Executive Officer, fixed base salary represents a smaller percentage of the aggregate potentialother compensation (consisting of base salary, cash bonus and equity incentives), since we link a greater percentage of their potential compensationnot tied to performance, and value creation.

Annual Incentive Bonus

In addition to equity compensation and salary, annual cash bonuses are another important piece of total compensation for our executives. Annual bonus opportunities are intended to support the achievement of our business strategies by tyingother items summarized below represent only a meaningfulsmall portion of compensation to the achievement of established financial objectives for the year. These targets are discussed below in the section captioned “Analysis of 2012 Compensation—Annual Incentive Bonus.” Annual bonus opportunities also are a key tool in attracting executives due to their market prevalence, and they add a variable component to our overall compensation structure. Bonuses are capped to avoid encouraging an excessive short-term focus at the expense of long-term soundness.executives’ total compensation.

Retirement Benefits

We do not have a traditional defined benefit pension program at this time, although our executives are

Executives may participate under the same terms as other eligible to participateemployees in a 401(k) program which is the same as for other eligible employees. This programthat provides for matching contributions capped at 7.5% of base salary, subject to limitations imposed by the Code. We periodically review the retirement benefit component of our total compensation program for executives.

To provide financial planning flexibility, we maintain a Non-Qualified RetirementDeferred Compensation Plan, pursuant to which our executive officers may elect to defer cash compensation and receive tax-deferred returns on those deferrals.compensation. This plan also providesis intended to provide deferred compensation benefits that would have been earned under the tax-qualified 401(k) program but for certain compensation and benefits limitations imposed by the Code. For more information on this plan, see the “Executive Compensation—2015 Non-Qualified Deferred Compensation” section below.

Perquisites and Other Benefits

We have generally avoided the use of perquisitesPerquisites and other types of non-cash benefits and ouroffered to executive officers participate in our other employee benefit programs onare limited to the same terms as other employees. We have, however, established a Medical Reimbursement Plan that covers certain medical and dental expenses of our executive officers, and we provide anfollowing:

An automobile allowance and club membershipsmembership when they have a business purpose. All of the executive officers currently participate in these programs, and they are also eligible for reimbursement

Reimbursement for financial planning.planning expenses.

A Medical Reimbursement Plan covering certain expenses was eliminated effective for 2015.

Severance Arrangements and Change in ControlChange-in-Control Provisions

To assist in the recruitment of executives, we entered into severanceWe have an employment agreement only with Mr. Jellison and change-in-control arrangementsletter agreements only with Messrs. Jellison, Humphrey and Liner when they joined the Company.Liner. These arrangements provide severance benefits in the event of termination of employment under certain circumstances, including a change in control. Any amounts or benefits payable under these arrangements would be either exempt from or compliant with the requirements of Section 409A of the Code.change-in-control. For a description of these agreements and the payments that would be due under various termination scenarios, see the “Potential Payments upon Termination or Change in Control” section below.

Our stock award program provides for acceleratedIn regard to equity awards, we use a “double trigger” approach to vesting of awards granted to all participants, including our executive officers, in certain circumstances. Under our 2006 Incentive Plan, vesting will be accelerated for

outstanding awards upon a “change in control” (as defined in the 2006 Incentive Plan) if the awards are not assumed or otherwise equitably converted into comparable awards by the acquiring company. If the awards are assumed by the acquirer and within two years after the change in control, a participant’s employment is terminated without “cause” or a participant resigns for “good reason,” the participant’s awards will become vested (“double trigger” approach). We adopted this approach, rather than providing for vesting solely upon a change in control (“single trigger” approach)), because we believe that the double triggerit provides adequate employment protection and reduces potential costs associated with the agreements to anfor a possible acquirer of the Company. See the “Potential Payments upon Termination or Change in Control” section below for additional detail.

No Tax Gross-Ups

Under Section 280G of the Code, anAn executive may be subject to excise taxes on benefits received in relation to a change in control of the Company. While many companiesWe do not provide excise-tax gross-ups to executives to place the executive in the same tax position as if the excise tax did not apply, we do not provide this protection to any executive.apply.

24						Roper Technologies, Inc. 2016 Proxy Statement

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COMPENSATION DISCUSSION AND ANALYSIS(CONTINUED)

Mix of Total Compensation

We emphasizeCompensation for our executive officers encourages a long-term incentives that arefocus and closely aligns with shareholder interests.

For 2015, 95% of CEO total direct compensation at target was at risk and tied to stock price over cash and other forms of compensation, although we do not use any formula or specific weightings or relationship for allocating the various compensation elements within our total compensation program. The annual performance-based cash bonus opportunity for our executive officers further emphasizes pay for performance. Base salary is the other significant pay element but is generally less emphasized than annual and long-term incentive opportunities. As noted above, we offer perquisites and other types of non-cash benefits on a limited basis, and these represent a small portion of total compensation for executives. Our policies and practices are subject to periodic review and possible revision.multi-year performance objectives

2015 Total Direct Compensation Mix

COMPENSATION PROCESS

Compensation ProcessCommittee Oversight

The Compensation Committee oversees our executive compensation programs.programs to appropriately compensate executives, to motivate executives to achieve our business objectives, and to align our executives’ interests with long-term interests of our shareholders. It reviews each element of compensation for each of our executive officers at least once each yearofficer and makes a final determination regardingdetermines any adjustments to their current compensation structure and levels after considering a numberin light of factors. various considerations including:

The Compensation Committee generally takes into account the scope of the executive officer’s responsibilities, performance and experience as well as competitive compensation levels. During the annual review process, the Compensation Committee also considers our full-yearlevels;

Our financial results against financial performance in prior periods and theperiods;

The structure of our compensation programs relative to sound risk management.management, as discussed with management;

The Committee also reviews the results of the advisory stockholdershareholder vote on executive compensation. At last year’s annual meeting, 96% of the votes cast with respect to the advisory vote approved the compensation of our executive officers and input from investors; and

Competitive pressures from private equity and capital deployment companies, as described in the CD&Awell as market practices and accompanying compensation tables included in our 2012 proxy statement. external developments generally.

The Compensation Committee did not make any changes ashas maintained a direct result of the vote.simple program that drives long-term performance and superior value creation for shareholders and believes it has enabled Roper to attract, retain, and motivate a world-class management team.

				Roper Technologies, Inc. 2016 Proxy Statement				25

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COMPENSATION DISCUSSION AND ANALYSIS(CONTINUED)

Consulting Assistance

Under its charter, the Compensation Committee has the authority to retain its own compensation consultants. For 2012,2015, the Compensation Committee retained Frederic W. Cook & Co., Inc. (the “Consultant”) to provide the Compensation Committee with independent, objective analysis and professional opinions on executive compensation matters. compensation.

The Consultant is independent, reports directly to the Chair of the Compensation Committee and performs nohas never performed other work for the Company. The Committee determined that its engagement of the Consultant did not raise any conflicts of interest.

The Consultant generally attends all meetings of the Compensation Committee where evaluations of the effectiveness of overall executive compensation programs are conducted or where compensation for executive officers is analyzed or approved.

The Compensation Committee Chair meets with the Consultant in advance of Committee meetings and confers via telephone with the Consultant between meetings.

The Consultant assists in gathering and analyzing market data foron compensation paid for similar positions at companies with which we compete for executive talent. In addition, the Consultantlevels, and provides expert knowledge of marketplace trends and best practices relating to competitive pay levels as well as developments in regulatory and technical matters.

Role of Our Chief Executive OfficerOfficers

While the Compensation Committee is ultimately responsible for making all compensation decisions affecting our executive officers, our Chief Executive Officer participates in the underlying process because of his close day-to-day association with the other executive officers and his knowledge of all of the Company’s diverse business operations.

Our Chief Executive Officer periodically discusses with the Compensation Committee the performance of the Company and of each executive officer, including himself. Although the Compensation Committee values the input of ourThe Chief Executive Officer healso discusses with the Committee the performance of key executives reporting to his direct reports.

The Chief Executive Officer makes recommendations on the components of compensation for the executive officers, other than himself, and does not participate in the portion of the Compensation Committee meeting regarding the review of his own performance or the determination of the actual amounts of his compensation.

The other executive officers provide support to the Committee, as needed, in regard to their respective technical areas. Our Chief Financial Officer also assists the Compensation Committee as an information resource in regard to metrics related to incentive compensation.

Market Benchmarking

We have no formal policies or practices on specific relationships between compensation for our executives and statistics on market pay levels. Our goal is to provide compensation, consistent with good governance practices, that allows us to attract and retain executives capable of effectively leading a diversified growth company. We operate in an intensely competitive business environment. Given our diverse portfolio of businesses and end-markets, we compete with a wide array of organizations for customers, potential acquisitions, and senior leadership capable of executing our business strategies and successfully deploying capital.

Market pay levels and practices, including those of a self-selected peer group, are only one factor consideredof many factors the Compensation Committee considers in evaluating the supply of and demand for executives, with the decision ultimately reflecting an evaluation of individual contribution and valuemaking compensation decisions.

Purpose

We benchmark to our Company. To provide an external frame of reference on range and reasonableness we obtainof compensation levels and practices. Market information on market pay levels from various sources, including published compensation surveysis used as a data point in decision-making, and publicly available information for selected benchmark companiesnot as wella primary factor.

Challenges

Our high-margin, asset-light model and diversified end-markets make it challenging to select peers using traditional criteria such as for other publicly traded companies. revenue, industry codes or competitors. Roper’s operating businesses have peers that can be assigned by industry, but at the enterprise level Roper has no peers that match our diverse set of businesses and unique operating

model. Given our valuation relative to revenue, using only revenue in measuring size understates Roper’s overall value and is a poor indicator of Roper’s relative value.

Private Equity

Given the capital deployment responsibilities of executives at the enterprise levelour executive officers and the private equity-like nature of our business, we consider the compensation levels and practices used by private equity companies that offer comprehensive programs, which often include co-investment and leveraged carried-interest opportunities. We do not allow our executives to co-invest in Company investments, nor do they benefit from carried-interest tax treatment.

Information on pay levels and practices

26						Roper Technologies, Inc. 2016 Proxy Statement

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COMPENSATION DISCUSSION AND ANALYSIS(CONTINUED)

2015 Peer Group

Changes were made to our self-selected peer group for a group of publicly traded benchmark companies is collected on a regular basis. The companies included in the group are jointly selected by our Consultant and management and approved by the Compensation Committee. The group is reviewed at least annually in light of our development and growth but historically has not been changed every year (other than2015 to remove acquired companies) to simplify the benchmarking process and provide continuity. Given our history of out-growing the selected benchmark companies, Roper has been positioned in the middle of the group in terms of size, and is in the upper quartile of the benchmark companies based on performance. Size comparisons have been based on a balanced blend of multiple factors including enterprise value, market capitalization, and market valuation compared to revenues as using only revenues in measuring size understates Roper’s value and disregards its proven growth history. Following an extended review over multiple years, the benchmark group was reconfigured for 2012, as listed below, to better reflect our continued strong growth and sustained value creation, our continuing expansion into medical, software, and technology driventechnology-driven businesses, (which included 95% of the $2.6 billion invested in new businesses over the last four years), and high market valuation relative to revenues and gross investment. In light of the transformation of our business portfolio, Standard & Poor’s changed our GICS assignment in 2014. The peer companies are listed below along with various size indicators. Danaher, the largest company and the only industrial conglomerate in the group, is included as many of our investors have told us they see Danaher as our closest peer.

Company		Ticker				Enterprise Value(1) ($ millions)				Market Capitalization(1) ($ millions)				Revenue(2) ($ millions)				Net Income(2) ($ millions)				Global Industry Classification Standard (GICS) Sub-Industry
Danaher			DHR			$	76,899			$	63,649			$	20,563			$	3,357			Industrial Conglomerates
salesforce.com			CRM			$	52,763			$	52,058			$	6,302			($	88	)		Application Software
Adobe Systems			ADBE			$	44,776			$	46,857			$	4,796			$	630			Application Software
Intuit			INTU			$	25,852			$	25,476			$	4,293			$	418			Application Software
Citrix Systems			CTXS			$	11,881			$	11,637			$	3,276			$	319			Application Software
Autodesk			ADSK			$	12,932			$	13,729			$	2,520			($	282	)		Application Software
American Capital			ACAS			$	6,071			$	3,636			$	671			($	187	)		Asset Management and Custody Banks
Edwards Lifesciences			EW			$	16,391			$	17,037			$	2,494			$	495			Healthcare Equipment
Zimmer Biomet			ZBH			$	31,012			$	20,906			$	5,998			$	50			Healthcare Equipment
Waters Corporation			WAT			$	10,310			$	10,990			$	2,042			$	469			Life Sciences Tools and Services
PerkinElmer			PKI			$	6,830			$	5,996			$	2,262			$	212			Life Sciences Tools and Services
TransDigm Group			TDG			$	20,053			$	12,265			$	2,822			$	467			Aerospace and Defense
Median						$	18,222			$	15,383			$	3,049			$	369
Roper			ROP			$	21,230			$	19,132			$	3,582			$	696			Industrial Conglomerates

Source:

S&P Capital IQ

(1)	As of 12/31/15

(2)	Last four quarters available as of 12/31/15

Relative Performance Comparisons Caveat

Long-Term Measurement Period Needed

Comparing other companies’ performance to Roper’s can generate misleading or distorted results due to our consistently strong performance, our business transformation and GICS change, and short term stock price movements. As a result, we believe a long-term performance period most accurately portrays relative performance for Roper

Over shorter periods, performance comparisons can be skewed by the closesteasier performance baselines of peer to Roper. Givencompanies that, unlike Roper, have experienced periods of historical underperformance and benefit from a “bounce back” from a lower starting point.

				Roper Technologies, Inc. 2016 Proxy Statement				27

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COMPENSATION DISCUSSION AND ANALYSIS(CONTINUED)

CEO Compensation

The Compensation Committee considers many factors in determining the evolutioncompensation of Roper’s Chief Executive Officer, Brian Jellison, and complexitybelieves his compensation is reasonable, appropriate, and aligned with shareholders’ best interests.

Broad Responsibilities and Effective Leadership

Not only is Mr. Jellison the Chairman, Chief Executive Officer, and President of a unique, complex, global organization, but he is also the key architect of our highly successful business as well as external developments generally, more frequent changes may be requiredstrategy and has been instrumental in building the sustainable high-performance and entrepreneurial culture at Roper. Mr. Jellison also leads the capital deployment process under which Roper has invested billions of dollars in acquisitions during his tenure that has successfully created sustained superior returns for investors.

Outstanding Performance and Value Creation

•

Over the last five years, Roper’s value has tripled with shareholders receiving a 21% compound annual return. As guided by Mr. Jellison, Roper has undergone a business transformation with increasing returns on cash investment and margins, providing a platform for continued growth and future value creation for investors. Roper ranked 4th in the2015 Wealth Creation Index among the S&P 500 as compiled by Chief Executive magazine, up from 15th in 2014. Among other honors, Mr. Jellison was recently recognized by The Harvard Business Review as one of “The 100 Best-Performing CEOs in the World.”

Alignment with Shareholder Value Creation

By design, the Chief Executive Officer’s compensation has been closely tied to the compositionvalue of Roper stock. The percentage increase in the value of Mr. Jellison’s equity awards over the last five years has exactly equaled the percentage increase in Roper’s stock price, as the number of shares awarded has remained the same. This tight alignment between compensation and share price creates a strong incentive to profitably grow the enterprise.

External Comparisons

Compensation for Roper’s Chief Executive Officer is within the range for Roper’s self-selected peers and high-performing, long-tenured Chief Executive Officers of publicly traded corporations. Among private equity firms, compensation for Roper’s Chief Executive Officer is below levels that would be expected for commensurate levels of performance. Compensation for our Chief Executive Officer has also been low relative to the incremental value created for investors as measured against Roper’s self-selected peers. Over the last five years for which information is available, Roper’s “sharing ratio” (Chief Executive Officer total compensation as a percentage of incremental shareholder value created) is at the lower end of the peer group than has beenrange among peers.

Internal Pay Equity

The Compensation Committee considers the scope of responsibilities, experience, and performance of our historical practice.executive officers and believes all are fairly compensated from an internal perspective. Specific considerations in regard to the Chief Executive Officer include the breadth of his responsibilities and his leadership role in developing and executing Roper’s business strategy. Consistent with Roper’s lean organization, we made a conscious decision to not have a Chief Operating Officer and traditional corporate staff levels. In addition to low corporate overhead, Roper’s decentralized model results in operating business leaders who are highly compensated but are not executive officers.

 

•     American Capital Ltd.		•     Ingersoll-Rand plc		•     Rockwell Automation, Inc.
28				•     Ametek, Inc.		•     Intuit,    Roper Technologies, Inc.		•     SPX Corporation
•     Autodesk, Inc.		•     Life Technologies Corporation		•     salesforce.com, inc.
•     C.R. Bard, Inc.		•     Pall Corporation		•     Thermo Fisher Scientific, Inc.
•     Danaher Corporation		•     Pentair Ltd.
•     Dover Corporation		•     PerkinElmer, Inc.		2016 Proxy Statement

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COMPENSATION DISCUSSION AND ANALYSIS(CONTINUED)

For each benchmark company, we gather information regarding the total compensation levels for their namedEquity Grants

The Compensation Committee grants awards of performance-based restricted stock and stock options to executive officers specifically noting base salary, annual bonus, long-termunder the Company’s 2006 Incentive Plan at the first regularly scheduled meeting each year. The exercise price for stock options is the closing price of Roper common stock on the date of grant. From time to time the Compensation Committee may grant additional awards in connection with promotions or increased responsibilities, but none were made to executive officers in 2015.

Equity Award Determination

Historically, the size of equity incentives and other compensation, including retirement benefits and perquisites. In addition, for each company we compile information on dilution from stock incentives, share usage under stock incentive plans (including theawards has been expressed as a constant number of shares, historically granted annually as a percentage of total shares outstanding andwhich fluctuates in value from year to year with changes in the expense of all stock awards granted as a percentage of market capitalization), retirement practices and other related items. This information is summarized and reviewedprice. We believe this approach strengthens the alignment with shareholders, provides additional incentive for increasing the Compensation Committee. We also periodically gather information from leading published compensation surveys for industrial companies generally and review information related to compensation among private equity firms.

CEO Compensation Relative to Other Executives

In addition to market pay information, the Compensation Committee considers our executive officers’ scope of responsibilities, nature of duties, and experience in an effort to ensure that compensation levels are reasonable and equitable from an internal perspective. A fundamental principle underlying the structurevalue of our compensation program is thatshares, exposes the relative proportionexecutive to the risks of incentiveshare ownership, and equity compensation as a percentage of total compensation should increase commensurately with responsibility level. The role of our CEO has, by definition, the highest level of responsibilityassists in attracting and requires the broadest complement of skills. In addition to fundamental functional skills, CEO operational acuity is essential for effective management across all our businesses and segments, particularly since we do not have a Chief Operating Officer. Our CEO must also be skilled at asset allocation and investments to ensure that the cash generated by operations is effectively deployed. We believe our strong performance and growth under the leadership of our CEO, coupled with his broad range of experience, are highly desired in the marketplace and make him very valuable to other potential employers. Further, from an internal perspective the CEO is more seasoned and experienced than our other executive officers, and also serves as our President and Chairman of the Board. In light of these considerations, the Compensation Committee has set the compensation for our CEO at a level the Compensation Committee believes is appropriate and equitable relative to compensation for our other executive officers.

Analysis of 2012 Compensation

retaining talented executives. Consistent with our philosophy of linking compensationthis “constant share” approach to performance,equity award denomination, changes in total compensation for our executive officers align with our total shareholder return.

The Compensation Committee continues to review the application of the share-based approach to ensure that it does not unduly reward executive officers for past performance. For 2015, the Committee retained the approach for the 2015 equity awards which were slightly lower in 2012value than the 2014 awards for executive officers, other than the CEO’s whose award value was linkedonly slightly higher than the prior year. The Committee will continue to closely monitor the grant size methodology to ensure it is consistent with our business results (see “Business Overviewoverall executive compensation philosophy and Results” above for a summary of 2012 results). program.

ANALYSIS OF 2015 COMPENSATION

This section discusses the compensation actions that were taken in 20122015 for our executive officers, as reported in the “Executive Compensation” section below.

Base Salary

In January 2012For 2015 and 2016, the Compensation Committee approvedmade no adjustments to salaries for executive officers, with the following increases effective at the startexception of the year: Mr. Jellison (4.5%), Mr. Humphrey (3.6%), Mr. Liner (3.6%) and Mr. Soni (5.5%). The increaseswhose salary for 2016 was increased to reflect the evaluation of the Compensation Committee and Mr. Jellison (except in regard to himself) of the responsibilities and performance of each executive officer.additional responsibility.

Annual Cash Incentive

Annual Incentive BonusOpportunities

Annual cash incentive bonus opportunities for our2015 for participating executive officers, are based on achieving financial performance targets that areexpressed as percentages of base salary reflective of market practice, were established at the start of the year. Additional factors related to the creation of value for stockholders are also considered when deemed appropriate by the Compensation Committee. Under our program, each executive officer is assigned an incentive opportunity expressedyear as a percentage of base salary. The percentages for 2012 were 225% of base salary for our Chief Executive Officer, 150% of base salary for our Chief Financial Officer, 100% of base salary forfollows: Mr. Humphrey (150%), Mr. Liner (100%), and 80% of base salary for Mr. Soni. The percentages are consistent with our philosophy that the “at-risk” portion of total compensation should increase with position level and reflect market practice.Soni (80%). Our annual incentive bonuses are capped at the foregoing respective percentages for our executive officers.in the interest of risk mitigation and avoidance of a short-term focus to decision-making. The Chief Executive Officer no longer receives a one-year cash bonus award.

Funding Schedule

For determining the 2012The annual incentive bonus amount,approach was the Compensation Committee retained the approach usedsame as in the prior year and set the base amount at the amount of 2011years. 2015 adjusted net earnings. The minimum performance levelearnings were required to reach at least $644 million (2014 adjusted net earnings) for any bonus was set at 100%to be earned. At $644 million of the base amount and the level at which the full bonus amount would be earned was set at 115% of the base amount. At the 100% minimum performance level,adjusted net earnings, 35% of the full bonus opportunity would be earned. To the extentIf adjusted net earnings was betweenincreased by 15% to $741 million, then 100% and 115% of the basefull bonus amount would be earned. If between $644 million and $741 million, the percentage of the bonus opportunity earned would be determined through straight-line interpolation.interpolation, as shown in the chart below. For 20122015 the adjusted net earnings for the Company exceeded 115%were 103.9% of the base amount, andamount; accordingly, the Compensation Committee approved payment of 100%52% of the bonus opportunity. No adjustments were made to adjust for currency or other unexpected external factors negatively impacting 2015 financial results. The performance bonuses to our executive officers for 20122015 are shown in the 20122015 Summary Compensation Table below under the “Non-Equity Incentive Plan Compensation.”

				Roper Technologies, Inc. 2016 Proxy Statement				29

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COMPENSATION DISCUSSION AND ANALYSIS(CONTINUED)

Adjusted net earnings is net earnings increased or reduced to eliminate the effects of extraordinary items, accounting and tax law changes, discontinued operations, restructuring of debt obligations, asset dispositions, asset write-downs or impairment charges, acquisition-related expenses, litigation expenses and settlements, reorganization and restructuring programs, and non-recurring or special items (as discussed in Management’s Discussion and Analysis of Financial Conditions and Results of Operations in the Company’s 10-K for that year).

CEO Long-Term Cash Incentive

For 2015, the annual cash incentive for the Chief Executive Officer was again converted to a long-term cash incentive to emphasize the importance of sustained earnings.

Incentive Opportunity

The incentive opportunity was set at 225% of base salary, the same as for the prior year.

Funding Schedule

Adjusted net earnings for the period from 2015 to 2017 will be required to reach at least $1.95 billion for any cash incentive to be earned. At $1.95 billion of adjusted net earnings, 35% of the full bonus opportunity would be earned. If adjusted net earnings increase by 15% to $2.243 billion, then 100% of the full bonus amount will be earned. If between $1.95 billion and $2.243 billion, the percentage of the bonus opportunity earned will be determined through straight-line interpolation, as shown in the chart below.

30						Roper Technologies, Inc. 2016 Proxy Statement

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COMPENSATION DISCUSSION AND ANALYSIS(CONTINUED)

Long-Term Stock Incentives

In 2012,2015, we continuedawarded performance-based restricted stock to our practice of awarding either a combination ofChief Executive Officer and we awarded stock options and restricted shares or onlyperformance-based restricted shares to our other executive officers. Consistent with our constant-share approach, theThe number of shares awarded in 20122015 to Mr. Jellison, Mr. Liner,our CEO and Mr. Soni wereother executive officers was the same as each received in the prior year. The change in the value of their restricted stock awards for 2012 compared to 2011 as reported in the Stock Awards column of the Summary Compensation Table below exactly equals the increase in the stock price from the prior year at the time of the awards and thus reflects increased stockholder value. (The change in reported stock option values varies slightly due to inputs to the option valuation formula as required under accounting rules.) For Mr. Humphrey, our Chief Financial Officer, the Compensation Committee decided to rebalance the weighting between stock options and restricted shares and granted Mr. Humphrey an equal number of stock options and restricted shares in 2012, reducing the number of stock options and increasing the number of restricted shares compared to prior awards in a manner such that the total value of the combined award was similar. These awards are shown in the 20122015 Grants of Plan-Based Awards Table below.

Additional Information on Our ProgramPerformance Vesting for 2015 Awards

In 2015, vesting for all equity awards was lengthened to 50% after year 2 and 50% after year 3 (from one-third annually previously).

Achievement of three-year cumulative goals for both EBITDA and operating cash flow as a percentage of revenue were added in 2015 as a requirement for full vesting of restricted shares (from one-year goals previously).

For 50% of the 2015 restricted stock awards to vest, $3 billion in adjusted EBITDA (as defined above for adjusted net earnings with the exclusion of interest, taxes, depreciation, and amortization) must be achieved over the three-year measurement period, as certified by the Committee. Up to 50% of the EBITDA portion can be earned at the end of year 2.

For the other 50% of the 2015 restricted stock awards to vest, a minimum of 20% operating cash flow as a percentage of revenue must be met; if operating cash flow is below 15% of revenue, none of the shares vest; at 15% of revenue 35% of the share vest; between 15% and 20% of revenue, vesting is pro-rated. Up to 50% of this portion of the award can be earned at the end of year 2.

Changes Effective for 2016 Awards

The EBITDA goal was increased by 15% to $3.45 billion and operating cash flow as a percentage of revenue was increased from an already high performance level of 20% up to an even higher 21%.

ADDITIONAL INFORMATION ABOUT OUR PROGRAM

Other arrangements and considerations that are important to a shareholder’s understanding of our overall executive compensation program are described below.

Share Ownership and Retention Guidelines

We believe that our executives should have a significant equity interest in the Company. To promote such equity ownership and further align the interests of our executives with our stockholders,shareholders, we adopted share retention and ownership guidelines for our executive officers. The stock ownership requirements vary based upon the executive’s levelposition and are expressed as a number of shares ranging from a minimum of 100,000which, as shown below, result in ownership guidelines far higher than market norms. All our executive officers hold shares for the Chief Executive Officer to 15,000 shares for Group Vice Presidents. substantially above these guidelines.

Position		Guideline Number of Shares				Market Value at Year-End Close*				Salary				Guideline Multiple of Salary
CEO			100,000			$	18,979,000			$	1,225,000				15.5x
Average Other Executive Officers			18,333			$	3,479,000			$	542,000				6.4x

*	Based on closing market price of our common stock on December 31, 2015 of $189.79

Until the stock ownership guidelines are met, an executive is required to retain 100% of any applicable shares received (on a net after tax basis) under our equity compensation program. Our key executives all meet the share ownership requirements. Our key executives will have a substantial portion of their incentive compensation paid in the form of our Common Stock. The program is subject to periodic review by the Compensation Committee.

				Roper Technologies, Inc. 2016 Proxy Statement				31

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COMPENSATION DISCUSSION AND ANALYSIS(CONTINUED)

HedgingAnti-Hedging and Anti-Pledging Policy

Our insider trading policy prohibitsWe prohibit our executive officers and directors from engaging in transactions involving derivative instruments with respect to Company securities, and other securities that are immediately convertible or exchangeable into such securities.securities and from pledging shares of Company common stock.

Recoupment“Clawback” Policy

We are committed to full compliance with mandated policies regardingIn the recoupment of erroneously paid compensation. Given the status of governmental guidance in regard to legislative requirements, we have independently initiated the developmentevent of a material restatement of the Company’s financial results, other than a restatement due to changes in accounting principles or applicable law or interpretations thereof, the Board will review the facts and circumstance that led to the requirement for the restatement and will take such actions, including clawback, policyas it deems necessary or appropriate. The Board will consider whether any executive officer received cash or equity compensation based on the original financial statements because it appeared he or she achieved financial performance targets which in fact were not achieved based on the restatement. The Board will also consider the accountability of any executive officer whose acts or omissions were responsible in whole or in part for our executive officers.the events that led to the restatement and whether such acts or omissions constituted misconduct.

Regulatory Considerations

The Code contains a provision that limits the tax deductibility of certain compensation paid to our executive officers. This provision disallows the deductibility of certain compensation unless it is considered performance-based compensation under the Code. Our stock options are designed to be performance based and

fully deductible. The restricted stock awards granted to our executive officers in 2012 are performance-based in a manner that is intended to preserve their full deductibility.be performance-based and fully deductible. We have adopted policies and practices that should ensureintended to maximize the full deductibility of our annual incentive bonuses. However, we may forgo any or all of the tax deduction if we believe it to be in the best long-term interests of our stockholders.shareholders.

In making decisions about executive compensation, we also consider the impact of other regulatory provisions, including the provisions of Section 409A of the Code regarding non-qualified deferred compensation and the change-in-control provisions of Section 280G of the Code. In making decisions about executive compensation, we also consider how various elements of compensation will impact our financial results. For example, ASC Topic 718, the accounting standard that determines the cost to be recognized for equity awards, is considered in reviewing the relative weighting between stock options and restricted shares.

32						Roper Technologies, Inc. 2016 Proxy Statement

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COMPENSATION COMMITTEE REPORT

We have reviewed and discussed the foregoing Compensation Discussion and Analysis with management. Based on our review and discussion with management, we have recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement.

Submitted by:

Robert E. Knowling, Jr., Chairman

Robert D. Johnson

Wilbur J. Prezzano

		Submitted by:		Robert D. Johnson, Chairman Robert E. Knowling, Jr. Wilbur J. Prezzano     Roper Technologies, Inc. 2016 Proxy Statement				33

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EXECUTIVE COMPENSATION

The following table sets forth certain information with respect to compensation paid to our principal executive officer, our principal financial officer, and our other executive officers for the fiscal year ended December 31, 2012.

20122015. In this section, we refer to the individuals in the 2015 Summary Compensation Table as our “named executive officers.”

2015 Summary Compensation Table

 

Name and Principal Position		Year				Salary (1)				Bonus				Stock Awards (2)				Option Awards (2)				Non-Equity Incentive Plan   Compensation  (1)(3)				Change in Pension Value & Nonqualified Deferred Compensation Earnings(4)				All Other   Compensation   (5)				Total Compensation
Brian D. Jellison			2012			$	1,150,000				-			$	14,043,000				-			$	2,587,500				-			$	305,205			$	18,085,705
Chairman of the Board, President and Chief Executive Officer			2011 2010				1,100,000   1,050,000				-   -				11,034,000   -				-   -				2,475,000   2,362,500				-   -				292,446 260,214				14,901,446   3,672,714
John Humphrey			2012				725,000				-				2,808,600			$	893,100				1,087,500				-				168,169				5,682,369
Executive Vice President and Chief Financial Officer			2011 2010				700,000   625,000				-   -				2,320,200   1,022,200				1,462,356   1,009,200				1,050,000   937,500				-   -				159,496 133,200				5,692,052   3,727,100
David B. Liner			2012				430,000				-				561,720				357,240				430,000				-				99,022				1,877,982
Vice President, General Counsel and Secretary			2011 2010				415,000   400,000				-   -				441,360   306,660				292,471   201,840				415,000   400,000				-   -				94,081 83,506				1,657,912   1,392,006
Paul J. Soni			2012				385,000				-				561,720				357,240				308,000				-				88,829				1,700,789
Vice President and Corporate Controller			2011 2010				365,000   350,000				-   -				441,360   306,660				292,471   201,840				292,000   262,500				-   -				84,453 71,038				1,475,284   1,192,038

Name and Principal Position		Year				Salary(1) ($)				Bonus ($)				Stock Awards(2) ($)				Option Awards(2) ($)				Non-Equity Incentive Plan Compensation(1)(3) ($)				Change in Pension Value & Nonqualified Deferred Compensation Earnings(4) ($)				All Other Compensation(5) ($)				Total Compensation ($)
Brian D. Jellison			2015				1,225,000				-				21,862,500				-				-				-				127,080				23,214,580
Chairman of the Board, President and Chief Executive Officer			2014				1,225,000				-				21,129,000				-				-				-				335,220				22,689,220
			2013				1,200,000				-				17,283,000				-				2,551,500				-				334,296				21,368,796
John Humphrey			2015				767,000				-				4,372,500				888,729				598,260				-				179,802				6,806,291
Executive Vice President and Chief Financial Officer			2014				767,000				-				4,225,800				1,086,312				1,150,500				-				183,258				7,412,870
			2013				750,000				-				3,456,600				1,088,235				1,063,125				-				170,972				6,528,932
David B. Liner			2015				450,000				-				874,500				355,492				234,000				-				93,354				2,007,346
Vice President, General Counsel and Secretary			2014				450,000				-				845,160				434,525				450,000				-				99,426				2,279,111
			2013				440,000				-				691,320				435,294				415,800				-				96,642				2,079,056
Paul J. Soni			2015				410,000				-				874,500				355,492				170,560				-				86,470				1,897,022
Vice President and Corporate Controller			2014				410,000				-				845,160				434,525				328,000				-				89,031				2,106,716
			2013				400,000				-				691,320				435,294				302,400				-				86,646				1,915,660

(1)	Amounts shown include, as applicable, deferrals to the 401(k) Plan and the Non-Qualified Retirement Plan.

 

(2)

The dollar values shown represent the grant date fair values for restricted stock and option awards held by the named executive officers, calculated in accordance with ASC Topic 718. The assumptions used in determining the grant date fair values of these option awards are set forth in the Note 1211 to the Company’sour consolidated financial statements for 2012,2015, which are included in our Annual Report on Form 10-K for the fiscal year ended 2012,2015, filed with the SEC. The named executive officers have no assurance that these amounts will be realized. The change in value of stock awards is due solely to the increase in share price as the same number of shares were granted each year. The restricted stock awards are subject to both time-based and performance-based vesting criteria. The performance-based criteria for awards granted in 2015 are described in the CD&A under “Analysis of 2015 Compensation—Long-Term Stock Incentives,” and the vesting schedule for awards granted in 2015 is set forth in the notes to the 2015 Outstanding Equity Awards at Fiscal Year End Table below.

 

(3)	The amounts in this column reflect payments made pursuant to the Company’sour cash incentive bonus plan,program, which is described above in the CD&A under“ “Analysis of 2015 Compensation—Annual Incentive Bonus.Cash Incentive” and “Analysis of 2015 Compensation—CEO Long-Term Cash Incentive.”

 

(4)	The Non-Qualified Retirement Plan does not provide for “above-market” or preferential earnings as defined in applicable SEC rules.

 

(5)	Amounts reported in the “All Other Compensation” column for 20122015 include the following items. In respect of any of these items that constitute perquisites, the value shown is the Company’s incremental cost.

 

Name		Club Memberships ($)				Company Car ($)				Additional Medical Benefits ($)				Contributions to Defined Contribution Plans ($)(a)				Club Memberships ($)				Company Car ($)				Additional Medical Benefits ($)				Contributions to Defined Contribution Plans(a) ($)				Financial Planning ($)
Brian D. Jellison			1,375				24,000				7,365				272,465				380				24,000				4,800				91,875				6,025
John Humphrey			7,506				24,000				3,141				133,522				8,320				24,000				2,800				143,812				870
David B. Liner			2,751				19,000				13,671				63,600				3,054				19,000				3,800				67,500				-
Paul J. Soni			7,506				19,000				11,352				50,971				8,320				19,000				3,800				55,350				-

 

(a)	Reflects contributions to the Non-Qualified Retirement Plan and Employee’s Retirement Savings 003 Plan.

34						Roper Technologies, Inc. 2016 Proxy Statement

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2012EXECUTIVE COMPENSATION(CONTINUED)

2015 Grants of Plan-Based Awards

The following table sets forth certain information with respect to grants of plan-based awards for the fiscal year ended December 31, 20122015 to the named executive officers.

 

						Estimated Future Payout Under Non-Equity Incentive Plan Awards(1)												All Other Stock Awards: # of Shares of Stock /Units(2)				All Other Option Awards: # of Securities Underlying Options(3)				Exercise / Base Price of Option Awards ($/Sh)				Grant Date Fair Value ($)(4)
Name		Grant Date				Threshold ($)				Target ($)				Maximum ($)
Brian D. Jellison			1/18/2012																150,000												14,043,000
							905,625				2,587,500				2,587,500
John Humphrey			1/18/2012																30,000												2,808,600
			1/18/2012																				30,000				93.62				893,100
							380,625				1,087,500				1,087,500
David B. Liner			1/18/2012																6,000												561,720
			1/18/2012																				12,000				93.62				357,240
							150,500				430,000				430,000
Paul J. Soni			1/18/2012																6,000												561,720
			1/18/2012																				12,000				93.62				357,240
							107,800				308,000				308,000

						Estimated Future Payout Under Non-Equity Incentive  Plan Awards(1)												Estimated Future Payouts Under Equity Incentive Plan Awards(2)				All Other Option Awards: # of Securities Underlying Options(3)				Exercise / Base Price of Option Awards ($/Sh)				Grant Date Fair  Value(4) ($)
Name		Grant Date				Threshold ($)				Target ($)				Maximum ($)				Target (#)
Brian D. Jellison			1/16/2015																150,000												21,862,500
							964,688				2,756,250				2,756,250
John Humphrey			1/16/2015																30,000												4,372,500
			1/16/2015																				30,000				145.75				888,729
							402,675				1,150,500				1,150,500
David B. Liner			1/16/2015																6,000												874,500
			1/16/2015																				12,000				145.75				355,492
							157,500				450,000				450,000
Paul J. Soni			1/16/2015																6,000												874,500
			1/16/2015																				12,000				145.75				355,492
							114,800				328,000				328,000

(1)	For an explanation of the material terms, refer to the CD&A section above captioned ““Analysis of 2015 Compensation—Annual Incentive Bonus.Cash Incentive.” Amounts paid under this program for 20122015 are set forth in the 20122015 Summary Compensation Table.

 

(2)

The performance restricted shares granted on January 18, 2012 to Messrs. Jellison, Humphrey, Linervest in two equal installments in November 2016 and Soni vest ratably on November 30, 2012, 2013 and 2014,2017, subject to certainthe performance conditions.criteria described in the CD&A under “Analysis of 2015 Compensation—Long-Term Stock Incentives” and “Analysis of 2015 Compensation—CEO Long-Term Cash Incentive.” Dividends are currently paid on restricted shares.shares will be paid only if the shares are earned by performance.

 

(3)

The stock options granted to Messrs. Humphrey, Liner and Soni vest ratablyin two equal installments on January 18, 2013, 201416, 2017 and 2015. All options2018, and expire on the tenth anniversary of the date of grant. The exercise price of the stock options is 100% of the fair market value of our Common Stockcommon stock on the date of grant.

 

(4)	The dollar values reflect the grant date fair value of the awards as calculated in accordance with ASC Topic 718.

				Roper Technologies, Inc. 2016 Proxy Statement				35

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EXECUTIVE COMPENSATION(CONTINUED)

20122015 Outstanding Equity Awards at Fiscal Year End

The following table sets forth certain information with respect to outstanding equity awards at December 31, 20122015 for the named executive officers.

 

		Option Awards																Stock Awards
Name		# of Securities Underlying Unexercised Options   Exercisable				# of Securities Underlying Unexercised Options   Unexercisable				Option Exercise   Price ($)				Option Expiration       Date				# of Shares or Units of Stock That Have Not   Vested		Market Value of Shares or Units of Stock That Have Not Vested     ($)		Equity Incentive Plan Awards: # of Unearned Shares, Units or Other Rights That Have Not         Vested				Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not     Vested ($)(1)
Brian D. Jellison			110,000								24.2000				02/25/14
			108,084								52.1900				02/16/17
			330,000				110,000	(2)			55.2200				02/18/18
																							200,000	(6)(9)			22,296,000
John Humphrey			6,057								49.5150				04/24/13
			40,000								52.1900				02/16/17
			40,000								55.2200				02/18/18
							20,000	(3)			51.1100				01/22/20
			20,000				40,000	(4)			73.5600				01/20/21
							30,000	(5)			93.6200				01/18/22
																							42,667	(7)(9)			4,756,517
David B. Liner			12,000								52.1900				02/16/17
			12,000								55.2200				02/18/18
			12,000								41.9500				02/12/19
			8,000				4,000	(3)			51.1100				01/22/20
			4,000				8,000	(4)			73.5600				01/20/21
							12,000	(5)			93.6200				01/18/22
																							7,800	(8)(9)			869,544
Paul J. Soni			6,144								22.5550				03/24/14
			12,000								52.1900				02/16/17
			12,000								55.2200				02/18/18
			12,000								41.9500				02/12/19
			8,000				4,000	(3)			51.1100				01/22/20
			4,000				8,000	(4)			73.5600				01/20/21
							12,000	(5)			93.6200				01/18/22
																							7,800	(8)(9)			869,544

Name		Option Awards																Stock Awards
		# of Securities Underlying Unexercised Options Exercisable				# of Securities Underlying Unexercised Options Unexercisable				Option Exercise Price ($)				Option Expiration Date				# of Shares or Units of Stock That Have Not Vested		Market Value of Shares or Units of Stock That Have Not Vested ($)		Equity Incentive Plan Awards: # of Unearned Shares, Units or Other Rights That Have Not Vested				Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($)(1)
Brian D. Jellison			108,084								52.1900				02/16/17
			440,000								55.2200				02/18/18
																							200,000	(5)(8)			37,958,000
John Humphrey			1,916								52.1900				02/16/17
			40,000								55.2200				02/18/18
			60,000								73.5600				01/20/21
			30,000								93.6200				01/18/22
			20,000				10,000	(2)			115.2200				01/17/23
			10,000				20,000	(3)			140.8600				01/16/24
							30,000	(4)			145.7500				01/16/25
																							40,000	(6)(8)			7,591,600
David B. Liner			12,000								52.1900				02/16/17
			12,000								55.2200				02/18/18
			12,000								41.9500				02/12/19
			12,000								51.1100				01/22/20
			12,000								73.5600				01/20/21
			12,000								93.6200				01/18/22
			8,000				4,000	(2)			115.2200				01/17/23
			4,000				8,000	(3)			140.8600				01/16/24
							12,000	(4)			145.7500				01/16/25
																							8,000	(7)(8)			1,518,320
Paul J. Soni			12,000								51.1100				01/22/20
			12,000								73.5600				01/20/21
			12,000								93.6200				01/18/22
			8,000				4,000	(2)			115.2200				01/17/23
			4,000				8,000	(3)			140.8600				01/16/24
							12,000	(4)			145.7500				01/16/25
																							8,000	(7)(8)			1,518,320

(1)	Calculated by multiplying $111.48,$189.79, the closing market price of our Common Stockcommon stock on December 31, 2012,2015, by the number of restricted shares that have not vested.

 

(2)	These stock options were granted as a multi-year award on February 18, 2008January 17, 2013 with unexercisable shares vesting in February 2013.January 2016.

 

(3)	These stock options were granted on January 22, 201016, 2014 with unexercisable shares vesting in two equal installments in January 2013.2016 and 2017.

 

(4)	These stock options were granted on January 20, 201116, 2015 with unexercisable shares vesting ratablyin two equal installments in January 20132017 and 2014.2018.

 

(5)	TheseThis represents multiple restricted stock options wereawards with the remaining shares of each grant vesting, subject to applicable Company performance conditions, as follows:

(I)

50,000 shares remaining from 150,000 shares granted on January 18, 2012 with unexercisable shares vesting ratably in January of 2013,16, 2014 and 2015.vesting in November 2016; and

(II)

150,000 shares remaining from 150,000 shares granted January 16, 2015 and vesting in two equal installments in November 2016 and 2017;

36						Roper Technologies, Inc. 2016 Proxy Statement

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EXECUTIVE COMPENSATION(CONTINUED)

 

(6)	This represents multiple restricted stock awards with the remaining shares of each grant vesting, subject to certainapplicable Company performance conditions, as follows:

 

(I)

100,00010,000 shares remaining from 30,000 shares granted January 20, 201116, 2014 and vesting ratably in 2013 and 2014;November 2016;

 

(II)

100,00030,000 shares remaining from 30,000 shares granted January 18, 201216, 2015 and vesting ratably in 2013two equal installments in November 2016 and 2014.2017.

 

(7)	This represents multiple restricted stock awards with the remaining shares of each grant vesting, subject to certainapplicable Company performance conditions, as follows:

 

(I)

6,000 shares remaining from 20,000 shares granted January 22, 2010 and vesting in 2013;

(II)

6,667 shares remaining from 20,000 shares granted January 20, 2011 and vesting in 2013;

(III)

10,000 shares remaining from 10,000 shares granted November 16, 2011 and vesting in 2014; and

(IV)

20,000 shares remaining from 30,000 shares granted on January 18, 2012 and vesting in 2013 and 2014.

(8)	This represents multiple restricted stock awards with the remaining shares of each grant vesting, subject to certain Company performance conditions, as follows:

(I)

1,8002,000 shares remaining from 6,000 shares granted January 22, 201016, 2014 and vesting in 2013;November 2016; and

 

(II)

2,0006,000 shares remaining from 6,000 shares granted January 20, 201116, 2015 and vesting in 2013;two equal installments in November 2016 and

(III)

4,000 shares remaining from 6,000 shares granted January 18, 2012 and vesting ratably in 2013 and 2014. 2017.

 

(9)(8)

For restricted stock granted in January 2010, 20112014 and 2012,2015, the actual vesting dates in each year will be the day afteronly occurs if the Compensation Committee certifies theour Company’s attainment of related performance goals.

20122015 Option Exercises and Stock Vested

 

		Option Awards								Stock Awards
Name		# of Shares Acquired         on Exercise				Value Realized Upon         Exercise  ($)				# of Shares Acquired            on Vesting				Value Realized on         Vesting ($)				Option Awards								Stock Awards
Name																		# of Shares Acquired on Exercise				Value Realized Upon Exercise ($)				# of Shares Acquired on Vesting				Value Realized on Vesting ($)
			411,261				31,012,403				320,000				33,749,200				-				-				100,000				18,696,000
John Humphrey			153,943				8,457,482				29,333				3,040,530				-				-				20,000				3,739,200
David B. Liner			24,000				1,481,835				7,800				800,642				-				-				4,000				747,840
Paul J. Soni			25,656				1,776,340				7,800				800,642				36,000				4,709,154				4,000				747,840

No Pension Benefits

None of our named executive officers participate in a Company-sponsored defined-benefit pension plan.

20122015 Non-Qualified Deferred Compensation

Pursuant to theour Company’s Non-Qualified Retirement Plan, named executive officers may defer base salary and payments earned under the annual incentive bonus plan. Deferral elections are made by eligible executives before the beginning of each year for amounts to be earned in the following year. The executive may invest such amounts in funds that are substantially similar to those available under the 401(k) Plan.

The following table sets forth certain information with respect to the Non-Qualified Retirement Plan for our named executive officers during the fiscal year ended December 31, 2012.2015.

 

Name		Executive      Contributions     in Last FY ($)(1)				Registrant      Contributions     in Last FY ($)(2)				Aggregate Earnings     in Last FY     ($)(3)				Aggregate Withdrawals/     Distributions     ($)				Aggregate Balance     at Last FYE     ($)
Brian D. Jellison			217,500				253,124				414				456,219				322,425
John Humphrey			177,501				114,375				50,769				149,296				505,233
David B. Liner			50,700				44,625				38,126				-				478,115
Paul J. Soni			40,620				32,024				20,164				-				203,005

Name		Executive Contributions in Last FY(1) ($)				Registrant Contributions in Last FY(2) ($)				Aggregate Earnings in Last FY(3) ($)				Aggregate Withdrawals/ Distributions ($)				Aggregate Balance at Last FYE ($)
Brian D. Jellison			73,500				72,000				204				337,529				145,613
John Humphrey			1,553,175				123,937				(123,722	)			-				4,397,886
David B. Liner			54,000				47,625				(16,906	)			-				869,848
Paul J. Soni			73,800				35,475				(1,104	)			-				574,340

(1)	Amounts reflect participant deferrals under the Non-Qualified Retirement Plan during the fiscal year and all of these amounts are included in the Summary Compensation Table above in the “Salary” or “Non-Equity Incentive Plan Compensation” column as applicable.

(2)	The amounts are included in the Summary Compensation Table in the “All Other Compensation” column.

 

(3)	No portion of these earnings was included in the Summary Compensation Table because the Non-Qualified Retirement Plan does not provide for “above-market” or preferential earnings as defined in applicable SEC rules.

				Roper Technologies, Inc. 2016 Proxy Statement				37

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EXECUTIVE COMPENSATION(CONTINUED)

Potential Payments upon Termination or Change in Control

As described above in the CD&A, theThe employment agreement with Mr. Jellison and offer letters or separation agreements with other named executive officersMessrs. Humphrey and Liner provide for certain benefits in the event of the termination of the officer’s employment under certain conditions. The amount of the benefits varies depending on the reason for termination, as explained below. In no event will excise tax gross-ups be paid in regard to a termination of employment related to a change in control.

Employment Agreement with Mr. Jellison

Termination for Cause; Resignation Without Good Reason. If Mr. Jellison were terminated for cause or if he were to resign without good reason (as such terms are defined in his agreement), he would receive the salary and vested benefits that arehad accrued through the date of termination, plus a pro-rata portion of his annual bonus earned through the date of termination, assuming theour Company achieved the level of performance for which a bonus iswould be paid for that year. No special severance benefits would be payable.

Termination Due to Death or Disability. If Mr. Jellison were to die or terminate employment due to disability, he (or his estate) would receive salary and vested benefits accrued through the date of termination, plus a pro-rata portion of his annual bonus earned through the date of termination, assuming theour Company achieved the level of performance for which a bonus iswould be paid for that year. No special severance benefits would be payable.

Termination Without Cause; Resignation for Good Reason.If Mr. Jellison were terminated without cause or resigned for good reason, either before a change of control of theour Company occurs or more than one year after a change of control, he would receive a severance payment, in addition to accrued salary, earned and unpaid bonus from the prior fiscal year and vested benefits, of two times his annual base salary. He would also receive a pro-rated target bonus for the year and continuation of health and welfare benefits for a period of two years. Any stock option that would have vested during the one-year period following termination would also become immediately exercisable.

In Connection with a Change of Control. If Mr. Jellison were terminated without cause or resigned for good reason within one year following a change of control of theour Company, then in addition to accrued salary, prorated bonus and vested benefits, he would be entitled to:

 

a severance payment equal to two times the sum of (i) his then current base salary and (ii) the greater of the average of his last two years’ annual bonuses or his target bonus for the year of termination,

 

accelerated vesting of all of his outstanding equity awards, and

 

continuation of health and welfare benefits for a period of two years.

Restrictive Covenants. Mr. Jellison has also agreed not to compete with theour Company for a period of one year after his termination of employment for any reason.

Offer Letters to Messrs. Humphrey and Liner

Mr. Humphrey. Pursuant to an offer letter dated April 24, 2006, as amended December 30, 2008, if Mr. Humphrey’s employment is terminated without cause, he would be entitled to receive one year of medical benefit coverage and a severance payment equal to his then-current annual base salary.

Mr. Liner. Pursuant to an offer letter dated July 21, 2005, as amended December 30, 2008, if Mr. Liner’s employment is terminated without cause, he would be entitled to receive one year of medical benefit coverage and a severance payment equal to the sum of his then-current annual base salary and annual bonus earned with respect to the last year before the termination occurred.

38						Roper Technologies, Inc. 2016 Proxy Statement

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EXECUTIVE COMPENSATION(CONTINUED)

Summary of Termination Payments and Benefits

The following tables summarize the value of the termination payments and benefits that each of our named executive officers would receive if he had terminated employment on December 31, 20122015 under the circumstances shown. Scenarios for termination due to involuntarily for cause, voluntary resignation, and retirement have not been included because, in those circumstances, no severance or other additional payments will be made to named executive officers. Scenarios for termination due to death or disability have not been included because they do not discriminate in scope, terms or operation in favor of named executive officers compared to the benefits offered to all salaried employees.

BRIAN D. JELLISON

 

		Termination Scenario												Termination Scenario
Potential Payments Upon Termination or Change-in-Control		By Employee For Good Reason				By Company Without Cause				Change-in- Control(1)				By Employee For Good Reason				By Company Without Cause				Change-in- Control(1)
Cash payments		$	4,887,500			$	4,887,500			$	7,475,000			$	2,450,000			$	2,450,000			$	2,450,000
Accelerated Equity Awards(2)
2008 Stock Option Grant			-				-				6,188,600
2011 Restricted Stock Grant			-				-				11,148,000
2012 Restricted Stock Grant			-				-				11,148,000
Accelerated Equity Awards(2)(3)
2014 Restricted Stock Grant															-				-				9,489,500
2015 Restricted Stock Grant															-				-				28,468,500
Continued Medical Benefits			21,731				21,731				21,731				26,544				26,544				26,544
Total		$	4,909,231			$	4,909,231			$	35,981,331			$	2,476,544			$	2,476,544			$	40,434,544

JOHN HUMPHREY

 

		Termination Scenario
Potential Payments Upon Termination or Change-in-Control		By Employee For Good Reason				By Company Without Cause				Change-in- Control(1)
Cash payments			-			$	725,000			$	725,000
Accelerated Equity Awards(2)(3)
2010 Stock Option Grant			-				-				1,207,400
2011 Stock Option Grant			-				-				1,516,800
2012 Stock Option Grant			-				-				535,800
2010 Restricted Stock Grant			-				-				668,880
2011 Restricted Stock Grant			-				-				1,858,037
2012 Restricted Stock Grant			-				-				2,229,600
Continued Medical Benefits			-				32,565				32,565
Total			-			$	757,565			$	8,774,083

DAVID B. LINER

		Termination Scenario
Potential Payments Upon Termination or Change-in-Control		By Employee For Good Reason				By Company Without Cause				Change-in- Control(1)
Cash payments		$	-			$	767,000			$	767,000
Accelerated Equity Awards(2)(3)
2013 Stock Option Grant			-				-				745,700
2014 Stock Option Grant			-				-				978,600
2015 Stock Option Grant			-				-				1,321,200
2014 Restricted Stock Grants			-				-				1,897,900
2015 Restricted Stock Grants			-				-				5,693,700
Continued Medical Benefits			-				18,528				18,528
Total		$	-			$	785,528			$	11,422,628

 

		Termination Scenario
Potential Payments Upon Termination or Change-in-Control		By Employee For Good         Reason				By Company Without Cause				Change-in- Control(1)
Cash payments			-				$860,000				$860,000
Accelerated Equity Awards(2)(3)
2010 Stock Option Grant			-				-				241,480
2011 Stock Option Grant			-				-				303,360
2012 Stock Option Grant			-				-				214,320
2010 Restricted Stock Grant			-				-				200,664
2011 Restricted Stock Grant			-				-				222,960
2012 Restricted Stock Grant			-				-				445,920
Continued Medical Benefits			-				16,519				16,519
Total			-				$876,519				$2,505,223

PAUL J. SONI

		Termination Scenario
Potential Payments Upon Termination or Change-in-Control		By Employee For Good         Reason            Roper Technologies, Inc. 2016 Proxy Statement			By Company Without Cause				Change-in- Control(1)
Cash payments			-				-				-
Accelerated Equity Awards    39(2)(3)
2010 Stock Option Grant			-				-				241,480
2011 Stock Option Grant			-				-				303,360
2012 Stock Option Grant			-				-				214,320
2010 Restricted Stock Grant			-				-				200,664
2011 Restricted Stock Grant			-				-				222,960
2012 Restricted Stock Grant			-				-				445,920
Continued Medical Benefits			-				-				-
Total			-				-				$1,628,704

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EXECUTIVE COMPENSATION(CONTINUED)

 

DAVID B. LINER

		Termination Scenario
Potential Payments Upon Termination or Change-in-Control		By Employee For Good Reason				By Company Without Cause				Change-in- Control(1)
Cash payments		$	-			$	684,000			$	684,000
Accelerated Equity Awards(2)(3)
2013 Stock Option Grant			-				-				298,280
2014 Stock Option Grant			-				-				391,440
2015 Stock Option Grant			-				-				528,480
2014 Restricted Stock Grant			-				-				379,580
2015 Restricted Stock Grant			-				-				1,138,740
Continued Medical Benefits			-				13,272				13,272
Total		$	-			$	697,272			$	3,433,792

PAUL J. SONI

		Termination Scenario
Potential Payments Upon Termination or Change-in-Control		By Employee For Good Reason				By Company Without Cause				Change-in- Control(1)
Cash payments		$	-			$	-			$	-
Accelerated Equity Awards(2)(3)
2013 Stock Option Grant			-				-				298,280
2014 Stock Option Grant			-				-				391,440
2015 Stock Option Grant			-				-				528,480
2014 Restricted Stock Grant			-				-				379,580
2015 Restricted Stock Grant			-				-				1,138,740
Continued Medical Benefits			-				-				-
Total		$	-			$	-			$	2,736,520

(1)	Assumes employment is terminated involuntarily without cause.cause, or also with respect to Mr. Jellison, he resigns for good reason.

 

(2)	Based on $111.48$189.79 closing price as of December 31, 2012.2015.

 

(3)

Pursuant to Section 14.7Under the terms of our 2006 Incentive Plan, if within two years after a change of control, employment is terminated by the 2006 Plan,employee for good reason or by the acquirer without cause, or if the acquirer does not assume the awards upon a change in control, (i) outstanding stock options become fully exercisable, and(ii) time-based vesting restrictions on outstanding restricted stock awards lapse, and (iii) the target payout opportunities on outstanding performance-based restricted stock awards shall be deemed to have been fully lapse uponearned (subject to the occurrence of a changeconditions provided in control.the 2006 Incentive Plan).

40						Roper Technologies, Inc. 2016 Proxy Statement

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PROPOSAL 2

2: ADVISORY VOTE ON THE COMPENSATION OF

THE COMPANY’S NAMED EXECUTIVE OFFICERS

The Company seeksWe are seeking your advisory vote approving the compensation of our named executive officers as disclosed in this Proxy Statement. We believe that our executive compensation programs are structured in the best manner possible to support our business objectives, evidenced by the superior returns Roper haswe have delivered to its stockholders.our shareholders. Over the past 10 years, Roper’sour total return to stockholdersshareholders was 20.6%17.7% compounded annually, compared to 7.1%7.3% annually for the S&P 500. Over the past five years, Roper’sour return was 13.0%20.6% annually, compared to 1.7%12.6% for the S&P 500.

Our executive compensation programs are designed to provide competitive total compensation that is tied to the achievement of Company performance objectives and to attract, motivate and retain individuals who will build long-term value for our stockholders.shareholders. See the “Proxy Statement Summary” and “Compensation Discussion and Analysis” above. Keyabove for key characteristics of our executive compensation programs include the following:programs.

A significant portion of our executive officer’s potential cash compensation is tied to Company performance. Cash bonuses under our non-equity incentive plan for our executive officers are only paid if the Company attains its annual financial target.

The number of shares awarded as restricted stock and stock options under our equity incentive programs are generally consistent from year to year, so that the value actually received by executives ultimately depends on the Company’s future long-term performance. These grants comprise a significant portion of an executive’s potential compensation.

Fixed base salary for our executive officers represents a smaller percentage of the aggregate potential compensation (consisting of base salary, incentive cash bonus and equity incentives) and is reviewed annually and along with the total compensation.

We cap non-equity incentive (cash) bonuses for our named executive officers to avoid encouraging a short-term focus.

We have few perquisites and other benefits for our named executive officers.

Our stock incentive plan expressly prohibits the repricing of stock options.

We do not have a defined pension benefit plan. Our executives may participate in our 401(k) Plan on the same terms as other eligible employees and they may also defer cash compensation (and receive tax-deferred returns on those amounts) under our Non-Qualified Retirement Plan.

We use a “double trigger” approach for vesting under our equity incentive plan upon a change in control. This means that the vesting for all participants, including our named executive officers, may be accelerated if the awards are not assumed by the acquiring company or if they are assumed and the participant’s employment is terminated under certain circumstances.

We do not provide excise tax gross-ups for change-in-control payments.

We have share ownership and retention guidelines for our executives to assure that our executive’s interests are aligned with those of our stockholders.

We are seeking stockholdershareholder approval of the following resolution:

RESOLVED, that the compensation paid to the Company’s named executive officers as disclosed pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis, the compensation tables and the related material disclosed in this Proxy Statement is hereby APPROVED.

The vote on this proposal is advisory and non-binding; however, the Compensation Committee and theour Board will review the results of the vote and consider them when making future determinations regarding our executive compensation programs.

The Board of Directors recommends a vote “FOR” the resolution providing an advisory approval of the Company’s compensation of executive officers.

PROPOSAL 3

AMENDMENT TO THE COMPANY’S CERTIFICATE OF INCORPORATION

TO PROVIDE FOR ANNUAL ELECTION OF DIRECTORS

The Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) provides that the Board of Directors shall be divided into three classes of directors, as nearly equal in number as possible, with the term of one class expiring at each annual meeting of stockholders and each class serving three-year terms.

The Board of Directors believes that the classified board structure has encouraged directors to take a long term-perspective and has provided stability to the Board of Directors and the Company along with continuity and protection against certain coercive takeover tactics. Despite these benefits, the Board of Directors recognizes that there is a growing corporate governance trend in favor of declassified boards and the annual election of all directors. After careful consideration, the Board of Directors has unanimously approved an amendment to Article 8 of the Certificate of Incorporation to declassify the Board of Directors and make certain related changes (this “Amendment”). A copy of Article 8 of the Certificate of Incorporation, as it would be implemented upon stockholder approval of this proposal to declassify the Board of Directors, is attached as Appendix A to this Proxy Statement.

The Board of Directors believes that a declassified board structure should be phased-in so that directors serving immediately following the 2013 Annual Meeting of Stockholders can serve out the terms to which they have been elected. Pursuant to this Amendment, the Board of Directors would be declassified, and all directors elected on an annual basis, starting with the 2016 Annual Meeting of Stockholders. If approved by stockholders, this proposal would be effected as follows:

 

The directors belonging to the class of directors elected at this 2013 Annual Meeting of Stockholders will be elected for a three-year term expiring at the 2016 Annual Meeting of Stockholders and will serve out their terms in full. They or their successors would stand for election at the 2016 Annual Meeting of Stockholders, and subsequent annual meetings of stockholders, for a one-year term.

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The directors belonging to the class of directors whose terms expire at the 2014 Annual Meeting of Stockholders would serve out their current terms, and they or their successors would stand for election at the 2014 Annual Meeting of Stockholders, and subsequent annual meetings of stockholders, for a one-year term.

The directors belonging to the class of directors whose terms expire at the 2015 Annual Meeting of Stockholders would serve out their current terms, and they or their successors would stand for election at the 2015 Annual Meeting of Stockholders, and subsequent annual meetings of stockholders, for a one-year term.

Beginning with the 2016 Annual Meeting of Stockholders, and at each annual meeting thereafter, our entire Board of Directors would stand for election for a one-year term and the Board of Directors would no longer be classified.

Consistent with Delaware Law, because the Board of Directors is classified, the Certificate of Incorporation currently provides that the directors are removable by stockholders only “for cause.” Upon the declassification of the Board of Directors as of the 2016 Annual Meeting of Stockholders, all directors would be removable “with or without cause” upon the requisite vote of stockholders.

If this Amendment is approved it will become effective upon the filing of the Certificate of Amendment with the Delaware Secretary of State, which we intend to do promptly following this 2013 Annual Meeting of Stockholders.

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The Board of Directors recommends a vote “FOR” the approval of the amendment to the Certificate of Incorporation.

AUDIT COMMITTEE REPORT

The Audit Committee of the Board of Directors is comprised of threefour non-employee directors, each of whom has been determined by the Board of Directors to be independent under the rules of the NYSE and the SEC. The Audit Committee’s responsibilities are set forth in its charter.

The Audit Committee oversees and reviews with the full Board of Directors any issues with respect to the Company’s financial statements, the structure of the Company’s legal and regulatory compliance, the performance and independence of the Company’s independent auditorsIndependent Certified Public Accountants and the performance of the Company’s internal audit function. The Committee retains the Company’s independent auditorsIndependent Certified Public Accountants to undertake appropriate reviews and audits of the Company’s financial statements, determines the compensation of the independent auditors,Independent Certified Public Accountants, and pre-approves all of their services. The Company’s management is primarily responsible for the Company’s financial reporting process and for the preparation of the Company’s financial statements in accordance with accounting principles generally accepted in the United States. The Audit Committee maintains oversight of the independent public accountantsIndependent Certified Public Accountants by discussing the overall scope and specific plans for their audits, the results of their examinations, their evaluations of the Company’s internal accounting controls and the overall quality of the Company’s financial reporting. The Audit Committee may delegate its duties and responsibilities to a subcommittee of the Committee.

The Audit Committee maintains oversight of the Company’s internal audit function by evaluating the appointment and performance of the Company’s Vice President of internal auditingInternal Auditing and periodically meeting with the Vice President of internal auditingInternal Auditing to receive and review reports of the work of the Company’s internal audit department. The Audit Committee meets with management on a regular basis to discuss any significant matters, internal audit recommendations, policy or procedural changes and risks or exposures, if any, that may have a material effect on the Company’s financial statements.

The Audit Committee has:Committee: (i) appointed and retained PricewaterhouseCoopers LLP (“PwC”) as the Company’s independent auditorsaccounting firm for the fiscal year ended December 31, 2012;2015; (ii) reviewed and discussed with the Company’s management the Company’s audited financial statements for the fiscal year ended December 31, 2012;2015; (iii) discussed with PwC the matters required to be discussed by the statements on Auditing Standards No. 61, as amended (AICPA,Professional Standards, Vol. 1.AU Section 380), as adopted by the Public Company Accounting Oversight Board in Rule 3200T; (iv) received the written disclosures and the letter from the independent accountantIndependent Certified Public Accountants required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’sIndependent Certified Public Accountants’ communications with the audit committee concerning independence, and has discussed with the independent accountantsIndependent Certified Public Accountants its independence; (v) discussed matters with PwC outside the presence of management; (vi) reviewed internal audit recommendations; (vii) discussed with PwC the quality of the Company’s financial reporting; and (viii) reviewed and discussed with PwC the results of the audit of the effectiveness of internal control over financial reporting in accordance with § 404 of the Sarbanes-Oxley Act.

In reliance on the reviews, reports and discussions referred to above, the Audit Committee recommended to the Company’s Board of Directors, and the Board of Directors has approved, that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012,2015, for filing with the Securities and Exchange Commission.

AUDIT COMMITTEE:COMMITTEE*

David W. Devonshire,Christopher Wright, Chairman

Amy Woods Brinkley

John F. Fort III

Christopher WrightLaura G. Thatcher

 

*	Ms. Thatcher joined our Audit Committee on March 9, 2016, subsequent to the filing of our audited financial statements in our Form 10-K and the approval of the foregoing Report by the Audit Committee.

The foregoing report and other information provided above regarding the Audit Committee should not be deemed incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act of 1933, as amended, (the “Securities Act”) or Securities Exchange Act of 1934, as amended, (the “Exchange Act”), except to the extent that Roper specifically incorporates this information by reference, and shall not otherwise be deemed filed under such Acts.

42						Roper Technologies, Inc. 2016 Proxy Statement

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INDEPENDENT PUBLIC ACCOUNTANTS FEES

Set forth below are the professional fees billed by PwC for the fiscal years ended December 31, 20122015 and 2011.2014. It is the Audit Committee’s policy that all services performed by and all fees paid to the independent auditor require the Audit Committee’s prior approval. As such, all audit, audit-related tax and other fees were pre-approved by the Audit Committee.

 

		Dollars in Thousands
Fees		FY 2012				FY 2011
Audit Fees(1)			$4,166				$3,729
Audit-Related Fees(2)			487				232
Tax Fees(3)			1,078				754
All Other Fees			6				24
Total Fees			$5,737				$4,739

		Dollars in Thousands
Fees		FY 2015				FY 2014
Audit Fees(1)		$	4,514			$	3,940
Audit-Related Fees(2)			1,148				845
Tax Fees(3)			1,205				884
All Other Fees			14				6
Total Fees		$	6,881			$	5,675

 

(1)

Aggregate fees from PwC for audit or review services in accordance with the standards of the Public Company Accounting Oversight Board (United States) and fees for services, such as statutory audits and review of documents filed with SEC. Audit fees also include fees paid in connection with services required for compliance with Section 404 of the Sarbanes-Oxley Act.

 

(2)	Aggregate fees from PwC for assurance and related services which primarily include due diligence on acquisition targets.

 

(3)	Tax fees include tax compliance, assistance with tax audits, tax advice and tax planning.

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PROPOSAL 4

3: RATIFICATION OF THE APPOINTMENT

OF PRICEWATERHOUSECOOPERS LLP AS

OUR INDEPENDENT REGISTERED ACCOUNTING FIRM

FOR THE YEAR ENDING DECEMBER 31, 20132016

The Audit Committee has appointed PricewaterhouseCoopers LLP (“PwC”) as our independent registered accounting firm for the year ending December 31, 2013. The2016. Our Board of Directors recommends that the stockholdersshareholders ratify this appointment. PwC has been theour Company’s independent auditor since May 2002. One or more representatives of PwC are expected to be present at the Annual Meeting and will be given the opportunity to make a statement if they so desire, and to respond to appropriate questions of stockholdersshareholders in attendance. If this proposal does not pass, the selection of our independent registered accounting firm will be reconsidered by the Audit Committee and the Board of Directors. Even if the proposal passes, the Audit Committee may decide to select another firm at any time.

The Board of Directors recommends a vote “FOR” approval of the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered accounting firm for the year ending December 31, 2013.2016.

44						Roper Technologies, Inc. 2016 Proxy Statement

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PROPOSAL 4: APPROVAL OF THE ROPER TECHNOLOGIES, INC. 2016 INCENTIVE PLAN

Our Board of Directors adopted the Roper Technologies, Inc. 2016 Incentive Plan (the “2016 Plan”) in March 2016, subject to approval by our shareholders at this Annual Meeting. If approved by shareholders, the 2016 Plan will become effective on May 27, 2016 (the “Effective Date”) and will replace our 2006 Incentive Plan, as amended (the “Prior Plan”). The 2016 Plan will have 7,924,932 new shares reserved for issuance, plus up to 2,075,068 shares available under the Prior Plan immediately prior to the Effective Date.

Reasons for Shareholders’ Approval of the 2016 Plan

The 2016 Plan will allow us to continue to grant equity awards. Our Prior Plan expires in June 2016. The Compensation Committee believes that the Company must continue to grant equity compensation in order to attract, retain and motivate our key employees. The ability to grant equity awards keeps us competitive for talent and is fundamental to the effectiveness of our compensation program.

Equity awards align employees’ interests with shareholders’ long-term interests. Equity awards promote the success and enhance the value of our Company by aligning the personal interests of our directors, officers and employees with those of our shareholders and by retaining executives through multi-year service requirements for vesting in awards.

Equity awards reflect the Compensation Committee’s pay-for-performance philosophy. The value ultimately received by participants from our equity awards is linked to the value of our common stock.

Approval will facilitate the tax deductibility of performance-based compensation. Shareholder approval of the 2016 Plan will preserve our Company’s ability to continue to grant performance-based awards that are intended to be fully deductible without regard to the deduction limit imposed under Section 162(m) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”). Shareholder approval of the 2016 Plan includes shareholder approval of the business criteria listed below under “Performance Goals” for purposes of Code Section 162(m).

Our burn rate and dilution is low. The awards we make annually and that are outstanding and available for future grants are a lower percentage of total shares outstanding than is typical among our peer group.

Key Features of the 2016 Plan

Conservative share counting provisions. We count the full number of shares issued, rather than the net number of shares, where shares are withheld from an award to satisfy tax withholding requirements or delivered or withheld to pay the exercise price of an option. We also count the full number of shares underlying stock appreciation rights.

No repricing of options. The 2016 Plan does not permit the repricing of options or stock appreciation rights, either directly or indirectly through replacement with new awards or cash buyouts, without stockholder approval.

“Double trigger” change in control provisions. If an acquirer assumes our awards in connection with a change in control, accelerated vesting of a participant’s awards occurs only if the participant’s employment is terminated without “cause” or the participant resigns for “good reason” within two years after the change in control.

Independent committee administration. The Plan is administered by our Compensation Committee, which is comprised entirely of independent directors.

Equity Usage Information

Outstanding Awards. As of March 31, 2016, under the Prior Plan (which is the only plan under which awards remained outstanding), there were (i) 4,616,583 shares of our common stock subject to outstanding awards, of which 3,625,510 shares were subject to stock options outstanding with a weighted average exercise price per share of $114.29 and a weighted average remaining term of 6.4 years; (ii) 991,073 shares were subject to restricted stock awards and restricted stock units outstanding and unvested, and (iii) 2,075,068 shares of our

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common stock reserved and available for future awards under the Prior Plan. On March 31, 2016, the closing price of Roper common stock on the New York Stock Exchange was $182.77.

INFORMATION REGARDING THEBurn Rate. Over the past three years (2015, 2014 and 2013), our annual burn rates have been 1.45%, 1.36%, and 1.37%, respectively. These burn rates were calculated by the number of stock options and full-value awards granted during the applicable year (using a 1.9 multiplier for full-value awards) as a percentage of weighted average shares outstanding.

2014 ANNUAL MEETING OF STOCKHOLDERSEquity Overhang. We define “overhang” as the sum of outstanding equity awards under our Prior Plan plus the number of shares available for future grant, divided by the sum of the foregoing plus the number of shares outstanding. As of March 31, 2016, our overhang was 6.2%.

Dilution. The 7,924,932 million new shares requested under the 2016 Plan represent approximately 7.8% of our shares of common stock outstanding as of March 31, 2016.

Summary of the 2016 Plan

The following is a summary of the provisions of the 2016 Plan. This summary is qualified in its entirety by the full text of the 2016 Plan, attached to this Proxy Statement as Appendix B.

Purpose. The purpose of the 2016 Plan is to promote the Company’s success by linking the personal interests of its employees, officers, directors and consultants to those of its shareholders, and by providing participants with an incentive for outstanding performance.

Administration. The 2016 Plan will be administered by the Compensation Committee of the Board of Directors, which has the authority to designate participants; determine the type or types of awards to be granted to each participant and the number, terms and conditions thereof; establish, adopt or revise any rules and regulations as it may deem advisable to administer the 2016 Plan; and make all other decisions and determinations that may be required under the 2016 Plan.

Shares Available for Awards. The 2016 Plan will have 7,924,932 new shares available for issuance, plus up to 2,075,068 shares remaining available under the Prior Plan immediately prior to the Effective Date. In addition, up to 4,616,583 shares subject to awards previously granted under the Prior Plan that are outstanding as of the Effective Date and thereafter terminate or expire unexercised, or are cancelled, forfeited or lapse for any reason will become available under the 2016 Plan.

Share Counting. Shares underlying options and stock appreciation rights count as one share, while shares underlying all other awards count as three shares, against the number of shares available for issuance under the 2016 Plan. Shares withheld from an award to satisfy tax withholding requirements, shares delivered or withheld to pay the exercise price of an option, and the full number of shares underlying stock appreciation rights, rather than the net number of shares actually issued, are counted against the shares available under the 2016 Plan. The 2016 Plan provides that shares subject to awards that terminate or expire unexercised, or are cancelled, forfeited or lapse for any reason, and shares underlying awards that are ultimately settled in cash, will again be available for future grants of awards under the 2016 Plan.

Eligibility. The 2016 Plan permits the grant of equity awards to employees, officers, directors and consultants of the Company and its affiliates as selected by the Compensation Committee. As of March 31, 2016, the Company had approximately 11,000 employees and 8 non-employee directors. The number of eligible participants may change over time based upon future growth of the Company and its affiliates.

Awards to Non-Employee Directors. Awards granted to the Company’s non-employee directors will be made only in accordance with the terms, conditions and parameters of the Company’s director compensation plan as in effect from time to time. In no event will the awards that may be granted to any non-employee director (other than a non-executive chairman) during any calendar year exceed 6,000 shares.

46						Roper Technologies, Inc. 2016 Proxy Statement

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Types of Equity Awards. The 2016 Plan authorizes the following types of awards:

stock options that give the holder the right to purchase shares of our common stock at a price not less than the fair market value at grant;

stock appreciation rights, which give the holder the right to receive the difference (payable in cash or stock, as specified in the award certificate) between the fair market value per share of our common stock on the date of exercise over the base price of the award (which cannot be less than the fair market value of a share of our common stock as of the grant date);

restricted stock, which gives the holder the rights of a holder of common stock, subject to restrictions on transferability and forfeiture on terms set by the Compensation Committee;

restricted or deferred stock units, which represent the right to receive shares of common stock (or an equivalent value in cash or other property, as specified in the award certificate) at a designated time in the future;

performance awards, which are awards payable in cash or stock upon the attainment of specified performance goals;

dividend equivalents, which entitle the participant to payments (or an equivalent value payable in stock or other property) equal to any dividends paid on the shares of stock underlying a full-value award, except that dividends or dividend equivalents will not be paid on performance-based awards unless and until the performance conditions have been met; and

other cash and stock-based awards in the discretion of the Compensation Committee.

Minimum Vesting Restrictions. Options and SARs granted under the 2016 Plan generally may not vest less than one year following the grant date, except with respect to up to 5% of the total number of shares authorized under the 2016 Plan or as a result of a participant’s death or disability or upon, or in connection with, a participant’s termination of service following, a change in control.

Limitations on Individual Awards. The maximum number of shares of common stock that may be covered by options and stock appreciation rights granted under the 2016 Plan to any one person during any one calendar year is 450,000. The maximum number of shares of common stock that may be granted under the 2016 Plan in the form of performance-based full-value awards (such as restricted stock, restricted stock units, deferred stock units, performance shares or other stock-based awards other than options or stock appreciation rights) under the 2016 Plan to any one person during any one calendar year is 450,000. The aggregate dollar value of any cash-based award that may be paid to any one participant during any one calendar year under the 2016 Plan is $10,000,000. For purposes of applying the foregoing limits in the case of multi-year performance periods, the amount of cash or property or number of shares deemed granted or paid with respect to any year is the total amount payable or shares earned for the performance period divided by the number of years in the performance period.

Performance Goals. If a full-value award or a cash award is designated as a qualified performance-based award for purposes of Code Section 162(m), the Compensation Committee must establish objectively determinable performance goals for the award based on one or more business criteria approved by shareholders. The business criteria may be expressed in terms of company-wide objectives or in terms of objectives that relate to the performance of an affiliate or a division, region, department or function within the Company or an affiliate or measured relative to an external group or index. Additionally, the Committee may provide for the inclusion or exclusion of specified circumstances or events in the evaluation of performance. The following criteria are identified in the 2016 Plan:

Revenue

Sales

Profit (net profit, gross profit, operating profit, economic profit, profit margins or other corporate profit measures)

Earnings (EBIT, EBITDA, earnings per share, or other corporate earnings measures)

Net income (before or after taxes, operating income or other income measures)

Cash (cash flow, free cash flow, cash generation or other cash measures)

Cash return on investment

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Stock price or performance

Total stockholder return (stock price appreciation plus reinvested dividends divided by beginning share price)

Economic value added

Market share

Improvements in capital structure

Expenses (expense management, expense ratio, expense efficiency ratios or other expense measures)

Business expansion or consolidation (acquisitions and divestitures)

Internal rate of return or increase in net present value

Working capital targets relating to inventory and/or accounts receivable

Productivity measures

Cost reduction measures

Capital structure optimization

Strategic plan development and implementation

Return measures (including, but not limited to, return on assets, capital, equity, investments, gross investments, revenue or sales, and includes cash flow returns on assets, capital, equity, or sales)

Limitations on Transfer. A participant may not assign or transfer an award other than by will or the laws of descent and distribution. The Compensation Committee may permit other transfers (other than transfers for value) where it concludes that such transferability does not result in accelerated taxation, does not cause any option intended to be an incentive stock option to fail to qualify as such, and is otherwise appropriate and desirable, taking into account any factors deemed relevant, including without limitation, any state or federal tax or securities laws or regulations applicable to transferable awards. The 2016 Plan prohibits transfers of awards for value.

Acceleration Upon Certain Events. Unless otherwise provided in an award certificate or any special plan document or separate agreement governing an award:

If a stockholder wishesparticipant’s service terminates by reason of death or disability, (i) all of that participant’s outstanding options and stock appreciation rights will become fully exercisable, (ii) all time-based vesting restrictions on such participant’s outstanding awards shall lapse, and (iii) the target payout opportunities attainable under all of that participant’s outstanding performance-based awards shall be deemed to have been fully earned as of the date of termination based upon an assumed achievement of all relevant performance goals at the “target” level.

In connection with a change in control, with respect to any awards assumed by the surviving entity or otherwise equitably converted or substituted: if within two years after the effective date of the change in control, a participant’s employment is terminated without cause (or if the participant resigns for “good reason” as provided in any employment, severance or similar agreement), then (a) all of that participant’s outstanding service-based awards will become fully vested, and (b) all of that participant’s outstanding performance-based awards will be earned on a pro-rata basis based on actual performance through the end of the performance period.

In connection with a change in control, if awards are not assumed by the surviving entity or otherwise equitably converted or substituted in connection with the change in control: (a) all outstanding service-based awards will become fully vested and exercisable, as applicable, and (b) all outstanding performance-based awards will become fully vested, with the level of such vested amount to be determined based on an assumed achievement of performance goals at “target” levels, and there will be a prorate payout to the participants based on the length of time within the performance period that has elapsed prior to the date of the change of control.

Adjustments. In the event of a transaction between the Company and our shareholders that causes the per-share value of our common stock to change (including, without limitation, any stock dividend, stock split, spin-off, rights offering, or large nonrecurring cash dividend), the share authorization limits under the 2016 Plan will be adjusted proportionately, and the Compensation Committee shall make such adjustments to the 2016 Plan and awards as it deems necessary, in its sole discretion, to prevent dilution or enlargement of rights immediately resulting from such transaction.

Termination and Amendment. Our Board of Directors or the Compensation Committee may, at any time and from time to time, terminate or amend the 2016 Plan, but if an amendment would constitute a material

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amendment requiring shareholder approval under applicable listing requirements, laws, policies or regulations, then such amendment will be subject to shareholder approval.

Prohibition on Repricing. Outstanding stock options and stock appreciation rights cannot be repriced, directly or indirectly, without the prior consent of our shareholders. The exchange of an “underwater” option (i.e., an option having an exercise price in excess of the current market value of the underlying stock) for another award would be considered an indirect repricing and would, therefore, require the prior consent of our shareholders.

Certain U.S. Federal Income Tax Effects

The U.S. federal income tax discussion set forth below is intended for general information only and does not purport to be a complete analysis of all of the potential tax effects of the 2016 Plan. It is based upon laws, regulations, rulings and decisions now in effect, all of which are subject to change. State, local and non-U.S. income tax consequences are not discussed, and may vary from locality to locality.

Nonstatutory Stock Options. There will be no federal income tax consequences to the optionee or to the Company upon the grant of a nonstatutory stock option under the 2016 Plan. When the optionee exercises a nonstatutory option, however, the optionee will recognize ordinary income in an amount equal to the excess of the fair market value of the stock received upon exercise of the option over the exercise price, and the Company will be allowed a corresponding federal income tax deduction. Any gain that the optionee realizes when the optionee later sells or disposes of the shares received upon exercise of an option will be short-term or long-term capital gain, depending on how long the shares were held.

Incentive Stock Options. There will be no federal income tax consequences to the optionee or to the Company upon the grant or exercise of an incentive stock option. If the optionee holds the shares received upon exercise of the option for the required holding period of at least two years after the date the option was granted and one year after exercise, the difference between the exercise price and the amount realized upon sale or disposition of the shares received upon exercise of the option will be taxed as long-term capital gain or loss, and the Company will not be entitled to a federal income tax deduction. If the optionee disposes of the shares received upon exercise of the option in a sale, exchange, or other disqualifying disposition before the required holding period ends, the optionee will recognize taxable ordinary income in an amount equal to the excess of the fair market value of the option shares at the time of exercise over the exercise price, and the Company will be allowed a federal income tax deduction equal to such amount. While the exercise of an incentive stock option does not result in current taxable income, the excess of the fair market value of the shares received upon exercise of the option at the time of exercise over the exercise price will be an item of adjustment for purposes of determining the optionee’s alternative minimum taxable income.

Stock Appreciation Rights. A participant receiving a stock appreciation right under the 2016 Plan will not recognize income, and the Company will not be allowed a tax deduction, at the time the award is granted. When the participant exercises the stock appreciation right, the amount of cash and the fair market value of any shares of stock received will be taxed as ordinary income to the participant and the Company will be allowed a corresponding federal income tax deduction at that time.

Restricted Stock. Unless a participant makes an election to accelerate recognition of the income to the date of grant as described below, a participant will not recognize income, and the Company will not be allowed a tax deduction, at the time a restricted stock award is granted, provided that the award is nontransferable or is subject to a substantial risk of forfeiture. When the restrictions lapse, the participant will recognize ordinary income equal to the fair market value of the stock as of that date (less any amount the participant paid for the stock), and the Company will be allowed a corresponding federal income tax deduction at that time, subject to any applicable limitations under Code Section 162(m). If the participant files an election under Code Section 83(b) within 30 days after the date of grant of the restricted stock, the participant will recognize ordinary income as of the date of grant equal to the fair market value of the stock as of that date (less any amount paid for the stock), and the Company will be allowed a corresponding federal income tax deduction at that time, subject to any applicable limitations under Code Section 162(m). Any future appreciation in the stock will be taxable to the participant at capital gains rates. However, if the stock is later forfeited, the participant will not be able to recover the tax previously paid pursuant to the Code Section 83(b) election.

Restricted or Deferred Stock Units. A participant will not recognize income, and the Company will not be allowed a tax deduction, at the time a stock unit award is granted. Upon receipt of shares of stock (or the

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equivalent value in cash or other property) in settlement of a stock unit award, a participant will recognize ordinary income equal to the fair market value of the stock or other property as of that date (less any amount the participant paid for the stock or property), and the Company will be allowed a corresponding federal income tax deduction at that time, subject to any applicable limitations under Code Section 162(m).

Performance Awards. A participant will not recognize income, and the Company will not be allowed a tax deduction, at the time a performance award is granted (for example, when the performance goals are established). Upon receipt of cash, stock or other property in settlement of a performance award, the participant will recognize ordinary income equal to the cash, stock or other property received, and the Company will be allowed a corresponding federal income tax deduction at that time, subject to any applicable limitations under Code Section 162(m).

Tax Withholding. The Company has the right to deduct or withhold, or require a participant to remit to the Company, an amount sufficient to satisfy federal, state, and local taxes (including employment taxes) required by law to be withheld with respect to any exercise, lapse of restriction or other taxable event arising as a result of the 2016 Plan.

New Plan Benefits

Awards to be made under the 2016 Plan are not determinable because generally they are granted at the sole discretion of the Compensation Committee. Awards granted in 2015 to the named executive officers are set forth above in the section captioned “Executive Compensation.” Awards that will be granted to our non-employee directors are described in the section captioned “Director Compensation.”

Vote Required

The approval of the 2016 Plan requires the affirmative vote of a majority of the votes entitled to be cast on this proposal. Approval of the 2016 Plan will also be considered approval of the performance criteria included in the 2016 Plan for purposes of performance-based compensation under Code Section 162(m). See the discussions above captioned “Performance Award Under Code Section 162(m)” and “Performance Goals.”

The Board of Directors recommends a vote “FOR” the approval of the Roper Technologies 2016 Incentive Plan.

Equity Compensation Plan Information

The following table provides information as of December 31, 2015 regarding our compensation plans under which our equity securities are authorized for issuance.

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)
Stock options			3,117,616			$	104.54				-
Restricted stock awards(2)			709,275				-
Subtotal			3,826,891								3,175,605
Equity Compensation Plans Not Approved by Shareholders			-				-				-
Total			3,826,891			$	-				3,175,605

(1)	Consists of the Amended and Restated 2006 Incentive Plan.

(2)	The weighted-average exercise price is not applicable to restricted stock awards.

50						Roper Technologies, Inc. 2016 Proxy Statement

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ANNUAL MEETING AND VOTING INFORMATION

Our company is soliciting the enclosed proxy for use at the 2016 Annual Meeting of Shareholders. This Proxy Statement and the enclosed proxy card are being mailed or otherwise made available to shareholders on or about April 26, 2016.

We are concurrently mailing or making available to shareholders a copy of our 2015 Annual Report, which includes our Form 10-K for the year ended December 31, 2015. Our Form 10-K and its exhibits are available on the internet at www.sec.gov. The Annual Report and Form 10-K are not part of these proxy soliciting materials.

This Proxy Statement contains important information for you to consider when deciding how to vote. Please read this information carefully.

Q:	When is the Annual Meeting?

A:	Date & Time:

Friday, May 27, 2016 at 9:30 a.m.

(and at any adjournments thereof)

Place:

Our corporate office located at:

        6901 Professional Parkway East,

        Suite 200,

        Sarasota, Florida 34240

Q:	What is the purpose of this meeting?

A:	This is the Annual Meeting of our shareholders. At this meeting, we will be voting on the following matters:

1.

The election of nine directors;

2.

Approval of, on a non-binding advisory basis, the compensation of our named executive officers;

3.

Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered accounting firm for 2016; and

4.

Approval of the Roper Technologies, Inc. 2016 Incentive Plan.

We will also transact any other business properly brought before the meeting.

Our Board of Directors strongly encourages you to exercise your right to vote on these matters. Your vote is important. Voting early through the internet, by telephone or by a proxy or voting instruction card helps ensure that we receive a quorum of shares necessary to hold the meeting.

Q:	What happens if additional matters are presented at the Annual Meeting?

A.

We are not aware of any matters to be acted upon at the Annual Meeting other than the proposals described in this Proxy Statement. The Board of Directors has named Brian D. Jellison and David B. Liner as proxy holders for this Annual Meeting. If you submit a properly executed proxy, the proxy holders will have the discretion to vote your shares on any additional matters properly presented for a vote at the Annual Meeting or at any adjournment or postponement of the meeting. If for any reason a director nominee is not available as a candidate, the proxy holders may vote your shares for another candidate who may be nominated by the Board, or the Board may reduce its size.

All shares of our common stock represented by properly executed and unrevoked proxies will be voted by the person named as proxy holder in accordance with the instruction given. If no instructions are indicated on a proxy, properly executed proxies will be voted as follows:

FOR each director nominee;

FOR the advisory approval of our executive compensation;

FOR the ratification of the appointment of PricewaterhouseCoopers as our independent registered accounting firm; and

FORapproval of the Roper Technologies, Inc. 2016 Incentive Plan.

				Roper Technologies, Inc. 2016 Proxy Statement				51

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ANNUAL MEETING AND VOTING INFORMATION(CONTINUED)

Q:	Who may vote at the Annual Meeting?

A:	Only shareholders of record at the close of business on the record date will be entitled to vote at the Annual Meeting or any adjourned meeting, and these shareholders will be entitled to vote whether or not they have transferred any of their shares of Roper common stock since that date.

Q:	What is the record date?

A.

Our Board has established the close of business on March 29, 2016 as the record date to determine the shareholders of record entitled to receive a notice of, and to vote at, our Annual Meeting or any adjournment or postponement of the meeting. On the record date, there were 101,186,133 shares of our common stock, $1 par value, outstanding and entitled to vote. Each share of our common stock is entitled to one vote that may be voted on each matter to be acted upon at this Annual Meeting.

Q:	What is a shareholder of record?

A.

A shareholder of record or a registered shareholder is a shareholder whose ownership of Roper Technologies, Inc. common stock is reflected directly on the books and records of our transfer agent, American Stock Transfer & Trust Company. If you are a shareholder of record, we are providing these materials directly to you.

If you hold your shares of common stock through a bank, broker, or other intermediary, you are considered the “beneficial owner” of those shares held in “street name,” and you are not a shareholder of record. The shareholder of record of the shares is your bank, broker, or other intermediary. If your shares are held in street name, these proxy materials have been forwarded to you by your bank, broker, or other intermediary. As the beneficial owner, you have the right to instruct that institution on how to vote the shares you beneficially own.

Q:	How can I submit my vote?

A:	There are four ways to vote: by internet, by telephone, by mail or in person. Submitting your proxy by internet, telephone or mail will not affect your right to attend the Annual Meeting and

change your vote. Unless you are voting in person, your vote must be received by 11:59 p.m. Eastern Time on May 26, 2016.

By Internet. Have your proxy card available and log on to www.proxyvote.com.

By Telephone. Have your proxy card available and call 800-690-6903 toll free (US only) from a touchtone telephone

By Mail. Mark, date, sign, and promptly mail the enclosed proxy card in the postage-paid envelope provided for mailing in the United States.

In Person. You may vote by ballot in person at the Annual Meeting. Bring your proxy card if you received one by mail, otherwise we will provide shareholders of record a ballot at the Annual Meeting.

If your shares are held by a bank, broker, or other intermediary, that institution will provide voting instructions with the proxy materials. Please follow the voting instructions that you receive from that institution. Additionally, if you plan to vote in person at the Annual Meeting and your shares are held by a bank, broker or other intermediary, you must obtain proof of stock ownership as of the record date and have a valid legal proxy from the institution that holds your shares.

Q:	What is a broker non-vote?

A:

If your shares are held in street name through a bank, broker or other intermediary, you must provide voting instructions to that institution. Under the rules of the NYSE, if you do not provide voting instructions, the institution may vote in its discretion on routine proposals, but not on non-routine proposals, or leave the shares unvoted, which is called a “broker non-vote.”

The following proposals are not considered routine proposals, so banks, brokers and other intermediaries do not have discretionary authority to vote on these matters if they have not received voting instructions from you: (i) the election of directors, (ii) the advisory vote on the approval of compensation to our named executive officers, and (iii) the approval of the Roper Technologies, Inc. 2016 Incentive Plan. The ratification of the appointment of the independent registered accounting firm is considered a routine proposal,

52						Roper Technologies, Inc. 2016 Proxy Statement

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ANNUAL MEETING AND VOTING INFORMATION(CONTINUED)

so if you do not provide voting instructions, the institution holding your shares may either leave the shares unvoted or vote the shares in its discretion. If your shares are held through a bank, broker, or other intermediary, please follow the voting instructions that you receive from that institution. The institution will not be able to vote your shares on any of the proposals except the appointment of PricewaterhouseCoopers LLP unless you have provided voting instructions.

Q:	How are broker non-votes and abstentions treated?

A:

Broker non-votes are not treated as votes cast for any of the matters on the agenda, so they will not have any effect on those proposals. Abstentions are not treated as votes cast, so they will have no effect on the election of directors. Abstentions are treated as present and entitled to vote, so they will have the effect of a vote cast against the approval of the compensation of our named executive officers, against the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered accounting firm, and against the approval of the 2016 Incentive Plan.

Q:	What constitutes a quorum?

A:

To conduct business at our Annual Meeting, we must have a quorum of shareholders present. A quorum is present when a majority of the outstanding shares of stock entitled to vote as of the record date are represented in person or by proxy. Broker non-votes and abstentions will be counted toward the establishment of the quorum. If there is an insufficient number of shares represented for a quorum or to approve any proposal at the Annual Meeting, the Annual Meeting may be adjourned or postponed to permit the further solicitation of proxies.

Q:	How many votes are needed for each proposal?

A:

Our By-laws provide that each director will be elected by a majority of the votes cast with respect to such director (except in the case of contested elections, in which case directors are elected by a plurality). A “majority of the votes cast” means that the number of votes cast “for” a director exceeds the number of votes cast “against” that director. Broker non-votes and

abstentions will have no impact as they are not counted as votes cast for the election of directors. If an incumbent director fails to receive a majority of the votes cast, the director will tender his or her resignation to the Board. The Nominating and Governance Committee or another committee will consider the director’s resignation and recommend to the Board whether to accept or reject the resignation. The Board will publicly disclose its decision regarding the resignation within 90 days after the election results are certified.

The vote on the approval of compensation to our named executive officers is an advisory vote and non-binding on the Company. If the majority of the shares present in person or represented by proxy and entitled to vote are cast in favor of the proposal, then it will be deemed to be the approval of the shareholders. Abstentions will have the effect of a vote against the proposal. Broker non-votes will be excluded from the calculation and will have no effect on the outcome of the voting.

The affirmative vote of a majority of the shares present in person or represented by proxy and entitled to vote is required to approve the ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered accounting firm of the Company. Abstentions will have the effect of a vote against these proposals. Broker non-votes will be excluded from the calculation and will have no effect on the outcome of the voting.

With respect to approval of the 2016 Plan, the vote choices are for, against or abstain. The approval of the 2016 Plan, and the qualified business criteria for performance-based awards included in the 2016 Plan, requires the affirmative vote of a majority of the votes entitled to be cast on the proposal present in person or represented by proxy at the Annual Meeting. Abstentions will have the effect of votes against the proposal. Broker non-votes will not count as votes cast and otherwise will not affect the outcome of the voting on the proposal.

Q:	Is my proxy revocable?

A.	You may revoke your proxy before it is exercised by voting in person at the Annual Meeting, by timely delivering a subsequent proxy or by notifying us in writing of such revocation to the

				Roper Technologies, Inc. 2016 Proxy Statement				53

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ANNUAL MEETING AND VOTING INFORMATION(CONTINUED)

attention of the Secretary, Roper Technologies, Inc., 6901 Professional Parkway East, Suite 200, Sarasota, Florida 34240. If you are not the shareholder of record, you will need documentation from your record holder stating your ownership to vote personally at the Annual Meeting. See “What is a shareholder of record?” above.

Q:	What is “householding” and how does it affect me?

A.

The proxy rules of the SEC permit companies and intermediaries, such as brokers and banks, to satisfy Proxy Statement delivery requirements for two or more shareholders sharing an address by delivering one set of proxy materials to those shareholders. This procedure, known as “householding,” reduces the amount of duplicate information that shareholders receive and lowers our printing and mailing costs.

Certain intermediaries use householding for consideration for inclusionour proxy materials and our 2015 Annual Report. Therefore, only one set of materials may have been delivered to your address if multiple shareholders share the same address. If you share an address with another shareholder and wish to receive a separate set of materials in the future, or if you would like to receive only one set of materials, you should contact your bank, broker or other intermediary or us at the address and telephone number below. We will promptly send a separate copy of the Proxy Statement for the 2014 Annual Meeting or the 2015 Annual Report if you call us at 941-556-2601 or direct your request in writing to the attention of Stockholders, the proposal must be received at Roper’s corporate offices atSecretary, Roper Technologies, Inc., 6901 Professional Parkway East, Suite 200, Sarasota, Florida 34240, Attn: Secretary, no later than December 26, 2013. All proposals34240.

Q:	How can I find the voting results of the Annual Meeting?

A.	The Board of Directors has designated an inspector of election who will tabulate the votes

submitted by proxy and by ballot. Preliminary voting results will be announced at the Annual Meeting. Final voting results will be published in a Current Report on Form 8-K to be filed with the SEC within four business days after the Annual Meeting. If the official voting results are not available at that time, we will provide preliminary voting results in the Form 8-K and will provide the final results in an amendment to the Form 8-K as soon as they become available.

Q:	Who is paying for the expenses involved in preparing and mailing this Proxy Statement?

A:

We are paying the expenses involved in preparing, assembling and mailing these proxy material and all costs of soliciting proxies. Our directors, executive officers and other employees may solicit proxies, without additional compensation, personally or by telephone, email or other means of communication. We have also engaged Georgeson Inc. as the proxy solicitor for this Annual Meeting for a fee of approximately $10,000 plus reasonable expenses. We will reimburse banks, brokers and other intermediaries, such as custodians, nominees and fiduciaries, that hold our common stock in their names or in the names of their nominees for their reasonable expenses in forwarding proxy materials to beneficial owners.

Q:	What is your website for additional information?

A:	We maintain a website at www.ropertech.com. The information on our website is not part of this Proxy Statement, and it is not incorporated into any other filings we make with the SEC.

54						Roper Technologies, Inc. 2016 Proxy Statement

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INFORMATION REGARDING THE 2017 ANNUAL MEETING OF SHAREHOLDERS

If you wish to submit a matter to be considered at the 2017 Annual Meeting, you must conformcomply with the procedures set forth below. Any proposal or nomination to be made to the rules and regulations of the SEC.Company should be sent to:

A stockholder may also nominate directors or have other business brought before the 2014 Annual Meeting of Stockholders by submitting the nomination or proposal between January 24, 2014 and February 23, 2014, in accordance with Roper’s By-laws. The nomination or proposal must be delivered to Roper’s corporate offices at Roper Technologies, Inc.

6901 Professional Parkway East

Suite 200

Sarasota, Florida 34240

Attention: Secretary.Secretary

For any stockholder

Proxy Statement Proposals.If you intend to submit a proposal not submitted for inclusionto be included in the Proxy Statement for Roper’s 2014the 2017 Annual Meeting of Stockholders but intendedShareholders, we must receive your proposal no later than December 27, 2016. All proposals must comply with the SEC regulations under Rule 14a-8 for including shareholder proposals in a company’s proxy material.

Director Candidate Nomination. Our By-laws set forth the procedures you must follow if you wish to nominate a director candidate in connection with the 2017 Annual Meeting of Shareholders.

Proxy Access to Include Nominees in our 2017 Proxy Statement.If you are a shareholder, or a group of up to 20 shareholders, owning 3% or more of our outstanding common stock continuously for at least three years and wish to nominate a director candidate and require us to include such nominee in our Proxy Statement and form of proxy, your must submit your request so it is received by the Company between January 27, 2017 and February 26, 2017, in accordance with our By-laws. The number of candidates that may be presented directly atso nominated is limited to the greater of two or the largest whole number that annual meeting (other thandoes not exceed 20% of our Board, provided that the shareholder(s) and nominee(s) satisfy the requirements set forth in our By-laws. All proxy access nominations must be accompanied by information about the nominating shareholders as well as the nominees and meet the requirements specified in our By-laws, including the information specified under “Nominees Not for Inclusion in our 2017 Proxy Statement” below.

Nominees Not for Inclusion in our 2017 Proxy Statement.If you wish to nominate a director candidate in connection with the 2017 Annual Meeting of Shareholders and are not requiring the nominee be included in our Proxy Statement, you must submit the nomination of a director candidate), the notice must include the text of the proposal; a brief statement of the reasons why the stockholder favors the proposal; the stockholder’s name and address; the number and class of all shares of each class of Company stock owned of record and beneficiallyso it is received by the stockholder (and any beneficial owner on whose behalf the proposal is made); a description of any agreement, arrangement or understanding (including any derivative or short positions, profit interests, options, warrants, stock appreciation or similar rights, hedging transactionsCompany between January 27, 2017 and borrowed or loaned shares) that has been entered into by or on behalf of, or any other agreement, arrangement or understanding that has been made, the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of, such stockholder (and any beneficial owner on whose behalf the proposal is made)February 26, 2017, in accordance with respect to the corporation’s securities; and if applicable, any material interest of such stockholder and such beneficial owner in the matter proposed (other than as a stockholder)our By-laws.

The notice to nominate anya person for election as a Company director, of the Companynotice must include a written statement setting forth (i) the name of the person to be nominated; (ii) the number and class of all shares of each class of Company stock owned of record and beneficially by such person, as reported by such person to the stockholder;you; (iii) such other information regarding each nominee proposed by the stockholderyou as would have been required to be included in a proxy statementProxy Statement filed pursuant to the proxy rules of the SEC if the nominee had been nominated by the Board of Directors; (iv) such person’s signed consent to serve as a director of theour Company if elected; (v) such stockholder’syour name and address; (vi) the number and class of all shares of each class of Company stock owned of record and beneficially by such stockholdershareholder (and any beneficial owner on whose behalf the nomination is made); and (vii) a description of any agreement, arrangement or understanding (including any derivative or short positions, profit interests, options, warrants, stock appreciation or similar rights, hedging transactions and borrowed or loaned shares) that has been entered into by or on behalf of, or any other agreement, arrangement or understanding that has been made, the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of, such stockholderyou (and any beneficial owner on whose behalf the proposal is made) with respect to Roper’s securities.

Matters for Annual Meeting Agenda.If you wish to have other business (not the corporation’s securities.nomination of a director candidate) brought before the 2017 Annual Meeting of Shareholders, you must submit the proposal between January 27, 2017 and February 26, 2017, in accordance with our By-laws. If you intend to present the matter directly at the 2017 Annual Meeting of Shareholders, the notice must include the text of the proposal; a brief statement of the reasons why you favor the proposal; your name and address; the number and class of all shares of each class of Company stock owned of record and beneficially by you (and any beneficial owner on whose behalf the proposal is made); a description of any agreement, arrangement or understanding (including any derivative or short positions, profit interests, options, warrants, stock appreciation or similar rights, hedging

				Roper Technologies, Inc. 2016 Proxy Statement				55

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transactions and borrowed or loaned shares) that has been entered into by or on behalf of, or any other agreement, arrangement or understanding that has been made, the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of, you (and any beneficial owner on whose behalf the proposal is made) with respect to the Roper’s securities; and if applicable, any material interest of you and such beneficial owner in the matter proposed (other than as a shareholder).

With respect to matters not included in the Proxy Statement but properly presented at the Annual Meeting of Stockholders,Shareholders, management generally will be able to vote proxies in its discretion if it receives notice of the proposal during the period specified above and advises stockholdersshareholders in the Proxy Statement for the 20142017 Annual Meeting of StockholdersShareholders about the nature of the matter and how management intends to vote on the matter, unless the proponent of the stockholdershareholder proposal (a) provides Roperus with a timely written statement that the proponent intends to deliver a proxy statementProxy Statement to at least the percentage of Roper’sour voting shares required to carry the proposal, (b) includes the same statement in the proponent’s own proxy materials, and (c) provides Roperus with a statement from a solicitor confirming that the necessary steps have been taken to deliver the proxy statementProxy Statement to at least the percentage of Roper’sour voting shares required to carry the proposal.

56						Roper Technologies, Inc. 2016 Proxy Statement

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OTHER MATTERS

As of the date of this Proxy Statement, the Board of Directors knows of no other business which will be or is intended to be presented at the Annual Meeting. ShouldIf any furtherother business comeproperly comes before the Annual Meeting or any adjourned Annual Meeting, it is the intention of the proxiesproxy holders named in the enclosed proxy will have discretionary authority to vote according tothe shares represented by the proxy in their best judgment.discretion.

By the Order of the Board of Directors

 

Brian D. Jellison

Chairman, President and Chief Executive Officer

Dated: April 26, 2016

Dated: April 24, 2013		Chairman, President and Chief Executive Officer

Annex A

Article 8 of the Certificate of Incorporation

As Proposed to be Amended

8.(i) Except as otherwise provided in this Certificate of Incorporation or the General Corporation Law of the State of Delaware, the business and affairs of the corporation shall be managed by or under the direction of a Board of Directors consisting of such number of members as may be fixed, subject to the rights of the holders of any series of preferred stock then outstanding, from time to time, by the affirmative vote of the majority of the members of the Board of Directors of the corporation, but not less than the minimum number authorized by the State of Delaware.

(ii)

Subject to the rights of the holders of any series of preferred stock then outstanding:

a.

Until the election of directors at the 2016 Annual Meeting of Stockholders, the Board of Directors shall be divided into three classes of directors, as nearly equal in number as possible. Subject to Sections (ii)(b)-(d) and (iii)-(iv) of this Article 8, each class of directors shall be elected for a three-year term and the terms of each class shall be staggered so that only one class of directors will be elected at each annual meeting of stockholders.

b.

Each director serving as a director immediately following the 2013 Annual Meeting of Stockholders, or elected or appointed thereafter, shall hold office until the term for which they were elected or appointed expires and their successor is duly elected and qualified, or until their earlier death, resignation or removal from office.

c.

At each annual meeting of stockholders commencing with the 2014 Annual Meeting of Stockholders, successors to the class of directors whose terms expire at that annual meeting of stockholders shall be elected for a one-year term.

d.

From and after the election of directors at the 2016 Annual Meeting of Stockholders, the Board of Directors shall cease to be classified and all directors shall be elected for one-year terms expiring at the next annual meeting of stockholders.

(iii)

Subject to the rights of the holders of any series of preferred stock then outstanding:

a.

Until the 2016 Annual Meeting of Stockholders, any director, or the entire Board of Directors, may be removed from office at any time, but only for cause and only by the affirmative vote of the holders of at least a majority of the voting power of all of the shares of the corporation entitled to vote for the election of directors. For purposes of this Article 8, cause for removal shall be construed to exist only if the director whose removal is proposed has been convicted of a felony by a court of competent jurisdiction or has been adjudged by a court of competent jurisdiction to be liable for negligence or misconduct in the performance of his duty to the corporation in a matter of substantial importance to the corporation.

b.

From and after the 2016 Annual Meeting of Stockholders, any director, or the entire Board of Directors, may be removed from office at any time, with or without cause, only by the affirmative vote of the holders of at least a majority of the voting power of all of the shares of the corporation entitled to vote for the election of directors.

(iv)

Subject to the rights of the holders of any series of preferred stock then outstanding:

a.

Newly created directorships resulting from any increase in the authorized number of directors or any vacancies in the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office or other cause shall be filled by a majority vote of the directors then in office.

b.

Until the election of directors at the 2016 Annual Meeting of Stockholders, each director chosen to fill a vacancy in the Board of Directors shall receive the classification of the vacant

directorship to which he or she has been appointed or, if it is a newly created directorship, shall receive the classification that at least a majority of the directors then in office designate and shall hold office until the first meeting of stockholders held after his or her appointment for the purpose of electing directors of that classification, and until his or her successor is duly elected and qualified or until his or her earlier death, resignation or removal from office.

c.

From and after the 2016 Annual Meeting of Stockholders, each director chosen to fill a vacancy in the Board of Directors shall hold office until the first meeting of stockholders held after his or her appointment for the purpose of electing directors and until his or her successor is duly elected and qualified or until his or her earlier death, resignation or removal from office.

ROPER INDUSTRIES, INC. 6901 PROFESSIONAL PKWY EAST SARASOTA, FL 34240 ATTN: LEGAL DEPT		VOTE BY INTERNET -www.proxyvote.com    Roper Technologies, Inc. 2016 Proxy Statement Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time on May 23, 2013. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.				ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS    57 If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time on May 23, 2013. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

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APPENDIX A—RECONCILIATIONS

Table 1: Full Year Adjusted Revenue and Adjusted Operating Margin Reconciliation

(in millions, except percentages)

		2015				2014				2013				2012
Full Year GAAP Revenue		$	3,582			$	3,549			$	3,238			$	2,993
Add: Purchase Accounting Adjustment to Acquired Deferred Revenue			11		��		2				7				9
Add: Purchase Accounting Adjustment to Acquired Revenue			-				-				26				-
Rounding			-				1				1				-
Adjusted Revenue (A)		$	3,593			$	3,552			$	3,272			$	3,002
GAAP Operating Profit		$	1,028			$	999			$	842			$	758
Add: Purchase Accounting Adjustment to Acquired Deferred Revenue			11				2				7				9
Add: Purchase Accounting Adjustment to Acquired Revenue			-				-				26				-
Add: Acquisition-Related Inventory Step-up Charge			5				1				-				-
Add: Transaction Expenses			-				-				-				6
Add: Credit Facility Write-off			-				-				-				1
Add: Vendor-Supplied Component Quality Issue			-				-				9				-
Rounding			(1	)			1				1				(1	)
Adjusted Operating Profit (B)			1,043				1,003				885				773
GAAP Operating Margin			28.7	%			28.2	%			26.0	%			25.3	%
Adjusted Operating Margin (B) / (A)			29.0	%			28.2	%			27.0	%			25.7	%

Table 2: Full Year GAAP DEPS to Adjusted DEPS Reconciliation

		2015				2014				2013				2012
GAAP Diluted Earnings Per Share (DEPS)			$6.85				$6.40				$5.37				$4.86
Minus: Gain on Sale of Divested Business			($0.33	)
Add: Impairment Charge on Minority Investment			$0.06
Add: Purchase Accounting Adjustment to Acquired Deferred Revenue			$0.07				$0.02				$0.05				$0.06
Add: Purchase Accounting Adjustment to Acquired Revenue											$0.17
Add: Acquisition-Related Inventory Step-up Charge			$0.03				$0.01
Add: Transaction Expenses															$0.01
Add: Credit Facility Write-off															$0.04
Add: Vendor-Supplied Component Quality Issue											$0.06
Rounding							($0.01	)							($0.01	)
Adjusted DEPS			$6.68				$6.42				$5.65				$4.96

 

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:58						Roper Technologies, Inc. 2016 Proxy Statement

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Table 3: 2015 EBITDA and EBITDA Margin Reconciliation

(in millions, except percentages)

		2015
GAAP Revenue		$	3,582.4
Add: Purchase Accounting Adjustment to Acquired Deferred Revenue			10.6
Rounding			-
Adjusted Revenue (A)		$	3,593.0
GAAP Net Earnings		$	696.1
Add: Taxes			306.3
Add: Amortization			166.1
Add: Interest Expense			84.2
Add: Depreciation			38.2
Add: Purchase Accounting Adjustment to Acquired Deferred Revenue			10.6
Add: Acquisition-Related Inventory Step-up Charge			4.6
Add: Impairment Charge on Minority Investment			9.5
Less: Gain on Disposal of a Business			(70.9	)
EBITDA (B)			1,244.7
EBITDA Margin (B) / (A)			34.6	%

		M58384-P37913		Roper Technologies, Inc. 2016 Proxy Statement			KEEP THIS PORTION FOR YOUR RECORDS	59

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DETACH AND RETURN THIS PORTION ONLYAPPENDIX B—ROPER TECHNOLOGIES, INC. 2016 INCENTIVE PLAN

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.ROPER TECHNOLOGIES, INC.

2016 INCENTIVE PLAN

ARTICLE 1

PURPOSE

1.1.GENERAL. The purpose of the Roper Technologies, Inc. 2016 Incentive Plan (as may be amended from time to time, the “Plan”) is to promote the success, and enhance the value, of Roper Technologies, Inc. (together with any successor, the “Company”), by linking the personal interests of employees, officers, directors and consultants of the Company or any Affiliate (as defined below) to those of Company shareholders and by providing such persons with an incentive for outstanding performance. The Plan is further intended to provide flexibility to the Company in its ability to motivate, attract, and retain the services of employees, officers, directors and consultants upon whose judgment, interest, and special effort the successful conduct of the Company’s operation is largely dependent. Accordingly, the Plan permits the grant of incentive awards from time to time to selected employees, officers, directors and consultants of the Company and its Affiliates.

ARTICLE 2

DEFINITIONS

2.1.DEFINITIONS. When a word or phrase appears in this Plan with the initial letter capitalized, and the word or phrase does not commence a sentence, the word or phrase shall generally be given the meaning ascribed to it in this Section or in Section 1.1 unless a clearly different meaning is required by the context. The following words and phrases shall have the following meanings:

(a) “Affiliate” means (i) any Subsidiary or Parent, or (ii) an entity that directly or through one or more intermediaries controls, is controlled by or is under common control with, the Company, as determined by the Committee.

(b) “Award” means any Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, Deferred Stock Unit, Performance Award, Dividend Equivalent, Other Stock-Based Award, or any other right or interest relating to Stock or cash, granted to a Participant under the Plan.

(c) “Award Certificate” means a written document, in such form as the Committee prescribes from time to time, setting forth the terms and conditions of an Award. Award Certificates may be in the form of individual award agreements or certificates or a program document describing the terms and provisions of an Awards or series of Awards under the Plan.

(d) “Board” means the Board of Directors of the Company.

(e) “Cause” as a reason for a Participant’s termination of employment shall have the meaning assigned such term in the employment, severance or similar agreement, if any, between such Participant and the Company or an Affiliate, provided, however that if there is no such employment, severance or similar agreement in which such term is defined, and unless otherwise defined in the applicable Award Certificate, “Cause” shall mean any of the following acts by the Participant, as determined by the Board: gross neglect of duty, prolonged absence from duty without the consent of the Company, intentionally engaging in any activity that is in conflict with or adverse to the business or other interests of the Company, or willful misconduct, misfeasance or malfeasance of duty which is reasonably determined to be detrimental to the Company. With respect to a Participant’s termination of directorship, “Cause” means an act or failure to act that constitutes cause for removal of a director under applicable Delaware law. The determination of the Committee as to the existence of “Cause” shall be conclusive on the Participant and the Company.

(f) “Change in Control” means and includes the occurrence of any one of the following events:

(1) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the 1934 Act) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the 1934 Act) of 25% or more of the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subsection (1), the following acquisitions shall not constitute a Change of Control: (i) any acquisition by a Person who is on the

 

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Effective Date the beneficial owner of 25% or more of the Outstanding Company Voting Securities, (ii) any acquisition directly from the Company, (iii) any acquisition by the Company, (iv) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company, or (v) any acquisition by any corporation pursuant to a transaction which complies with clauses (i), (ii) and (iii) of subsection (3) of this definition; or

(2) Individuals who, as of the Effective Date, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the Effective Date whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or

(3) Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (a “Business Combination”), in each case, unless, following such Business Combination, (i) all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Company Voting Securities, and (ii) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 25% or more of the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination, and (iii) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination.

(g) “Code” means the Internal Revenue Code of 1986, as amended from time to time, and includes a reference to any applicable regulations thereunder and any successor or similar provision.

(h) “Committee” means the committee of the Board described in Article 4.

(i) “Continuous Status as a Participant” means the absence of any interruption or termination of service as an employee, officer, consultant or director of the Company or any Affiliate, as applicable; provided, however, that for purposes of an Incentive Stock Option “Continuous Status as a Participant” means the absence of any interruption or termination of service as an employee of the Company or any Parent or Subsidiary, as applicable, pursuant to applicable tax regulations. Continuous Status as a Participant shall not be considered interrupted in any of the following cases: (i) a Participant transfers employment between the Company and an Affiliate or between Affiliates, (ii) in the discretion of the Committee as specified at or prior to such occurrence, in the case of a spin-off, sale or disposition of the Participant’s employer from the Company or any Affiliate, (iii) unless otherwise determined by the Committee at the time of any such change, a Participant’s change in status among employee, director or consultant of the Company or an Affiliate, (iv) a Participant’s short-term disability, or (v) a Participant’s leave of absence authorized in writing by the Company prior to its commencement; provided, however, that for purposes of Incentive Stock Options, if any such leave exceeds 90 days, and the Participant’s reemployment upon expiration of such leave is not guaranteed by statute or contract, then on the 91st day of such leave any Incentive Stock Option held by the Participant shall cease to be treated as an Incentive Stock Option and shall be treated for tax purposes as a Nonstatutory Stock Option. Whether military, government or other service or other leave of absence shall constitute a termination of Continuous Status as a Participant shall be determined in each case by the Committee at its discretion, and any determination by the Committee shall be final and conclusive; provided, however, that for purposes of any Award that is subject to Code Section 409A, the determination of a leave of absence must comply with the requirements of a “bona fide leave of absence” as provided in Treas. Reg. Section 1.409A-1(h).

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(j) “Covered Employee” means a covered employee as defined in Code Section 162(m)(3).

(k) “Deferred Stock Unit” means a right granted to a Participant under Article 10 to receive Shares (or the equivalent value in cash or other property if the Committee so provides) at a future time as determined by the Committee, or as determined by the Participant within guidelines established by the Committee in the case of voluntary deferral elections.

(l) “Disability” of a Participant means that the Participant (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which 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) is, by reason of any medically determinable physical or mental impairment which 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 3 months under an accident and health plan covering employees of the Participant’s employer. If the determination of Disability relates to an Incentive Stock Option, Disability means that condition described in Section 22(e)(3) of the Code. In the event of a dispute, the determination of whether a Participant is Disabled will be made by the Committee and may be supported by the advice of a physician competent in the area to which such Disability relates.

(m) “Dividend Equivalent” means a right granted to a Participant under Article 12.

(n) “Effective Date” has the meaning assigned such term in Section 3.1.

(o) “Eligible Participant” means an employee, officer, consultant or director of the Company or any Affiliate.

(p) “Exchange” means the New York Stock Exchange or any national securities exchange on which the Stock may from time to time be listed or traded.

(q) “Fair Market Value” means, on any date, (i) if the Stock is listed on a securities exchange, the closing sales price on the principal such exchange on such date or, in the absence of reported sales on such date, the closing price on the immediately preceding date on which sales were reported, (ii) if the Stock is not listed on a securities exchange, the mean between the bid and offered prices of the Stock as quoted by the applicable interdealer quotation system for such date, or (iii) fair market value as determined by such other method as the Committee determines in good faith to be reasonable.

(r) “Full-Value Award” means any Award other than an Option or SAR, and which is settled by the issuance of Stock (or at the discretion of the Committee, settled in cash valued by reference to Stock value).

(s) “Good Reason” has the meaning assigned such term in an employment, severance or similar agreement, if any, between a Participant and the Company or an Affiliate; provided, however, that if there is no such employment, severance or similar agreement in which such term is defined, “Good Reason” shall have the meaning, if any, given such term in the applicable Award Certificate. If not defined in any such document, the term “Good Reason” as used herein shall not apply to a particular Award.

(t) “Grant Date” of an Award means the first date on which all necessary corporate action has been taken to approve the grant of the Award as provided in the Plan, or such later date as is determined and specified as part of that authorization process. Notice of the grant shall be provided to the grantee within a reasonable time after the Grant Date.

(u) “Incentive Stock Option” means an Option that is intended to be an incentive stock option and meets the requirements of Section 422 of the Code or any successor provision thereto.

(v) “Independent Directors” means those members of the Board of Directors who qualify at any given time as an “independent” director under the applicable rules of each Exchange on which the Shares are listed.

(w) “Non-Employee Director” means a director of the Company who is not a common law employee of the Company or an Affiliate.

(x) “Nonstatutory Stock Option” means an Option that is not an Incentive Stock Option.

(y) “Option” means a right granted to a Participant under Article 7 of the Plan to purchase Stock at a specified price during specified time periods. An Option may be either an Incentive Stock Option or a Nonstatutory Stock Option.

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(z) “Other Stock-Based Award” means a right, granted to a Participant under Article 13, that relates to or is valued by reference to Stock or other Awards relating to Stock.

(aa) “Parent” means a corporation, limited liability company, partnership or other entity which owns or beneficially owns a majority of the outstanding voting stock or voting power of the Company. Notwithstanding the above, with respect to an Incentive Stock Option, Parent shall have the meaning set forth in Section 424(e) of the Code.

(bb) “Participant” means an Eligible Participant who has been granted an Award under the Plan; provided that in the case of the death of a Participant, the term “Participant” refers to a beneficiary designated pursuant to Section 14.4 or the legal guardian or other legal representative acting in a fiduciary capacity on behalf of the Participant under applicable state law and court supervision.

(cc) “Performance Award” means an Award granted pursuant to Article 9.

(dd) “Person” means any individual, entity or group, within the meaning of Section 3(a)(9) of the 1934 Act and as used in Section 13(d)(3) or 14(d)(2) of the 1934 Act.

(ee) “Prior Plan” means the Roper Technologies, Inc. Amended and Restated 2006 Incentive Plan.

(ff) “Qualified Performance-Based Award” means an Award that is either (i) intended to qualify for the Section 162(m) Exemption and is made subject to performance goals based on Qualified Business Criteria as set forth in Section 11.2, or (ii) an Option or SAR having an exercise price equal to or greater than the Fair Market Value of the underlying Stock as of the Grant Date.

(gg) “Qualified Business Criteria” means one or more of the Business Criteria listed in Section 11.2 upon which performance goals for certain Qualified Performance-Based Awards may be established by the Committee.

(hh) “Restricted Stock” means Stock granted to a Participant under Article 10 that is subject to certain restrictions and to risk of forfeiture.

(ii) “Restricted Stock Unit” means the right granted to a Participant under Article 10 to receive shares of Stock (or the equivalent value in cash or other property if the Committee so provides) in the future, which right is subject to certain restrictions and to risk of forfeiture.

(jj) “Retirement” means a Participant’s voluntary termination of employment with the Company or an Affiliate after attaining any normal or early retirement age specified in any pension, profit sharing or other retirement program sponsored by the Company, or, in the event of the inapplicability thereof with respect to the Participant in question and except as otherwise determined by the Committee, after attaining age 65 with at least five years of service with the Company or its Affiliates.

(kk) “Section 162(m) Exemption” means the exemption from the limitation on deductibility imposed by Section 162(m) of the Code that is set forth in Section 162(m)(4)(C) of the Code or any successor provision thereto.

(ll) “Shares” means shares of the Company’s Stock. If there has been an adjustment or substitution with respect to the Shares (whether or not pursuant to Article 15), the term “Shares” shall also include any shares of stock or other securities that are substituted for Shares or into which Shares are adjusted.

(mm) “Stock” means the $0.01 par value Common Stock of the Company and such other securities of the Company as may be substituted for Stock pursuant to Article 15.

(nn) “Stock Appreciation Right” or “SAR” means a right granted to a Participant under Article 8 to receive a payment (in cash or Stock) equal to the difference between the Fair Market Value of a Share as of the date of exercise of the SAR over the base price of the SAR, all as determined pursuant to Article 8.

(oo) “Subsidiary” means any corporation, limited liability company, partnership or other entity of which a majority of the outstanding voting stock or voting power is beneficially owned directly or indirectly by the Company. Notwithstanding the above, with respect to an Incentive Stock Option, Subsidiary shall have the meaning set forth in Section 424(f) of the Code.

(pp) “1933 Act” means the Securities Act of 1933, as amended from time to time.

(qq) “1934 Act” means the Securities Exchange Act of 1934, as amended from time to time.

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ARTICLE 3

EFFECTIVE TERM OF PLAN

3.1.EFFECTIVE DATE. The Plan first became effective on May 27, 2016, the date that it was approved by the shareholders of the Company (the “Effective Date”).

3.2.TERMINATION OF PLAN. The Plan shall terminate on the tenth anniversary of the Effective Date unless earlier terminated as provided herein. The termination of the Plan shall not affect the validity of any Award outstanding on the date of termination.

ARTICLE 4

ADMINISTRATION

4.1.COMMITTEE. The Plan shall be administered by a Committee appointed by the Board (which Committee shall consist of two or more Independent Directors) or, at the discretion of the Board from time to time, the Plan may be administered by the Board. The members of the Committee shall be appointed by, and may be changed at any time and from time to time in the discretion of, the Board. Unless and until changed by the Board, the Compensation Committee of the Board is designated as the Committee to administer the Plan. The Board may reserve to itself any or all of the authority and responsibility of the Committee under the Plan or may act as administrator of the Plan for any and all purposes. To the extent the Board has reserved any authority and responsibility or during any time that the Board is acting as administrator of the Plan, it shall have all the powers and protections of the Committee hereunder, and any reference herein to the Committee (other than in this Section 4.1) shall include the Board. To the extent any action of the Board under the Plan conflicts with actions taken by the Committee, the actions of the Board shall control. Notwithstanding the foregoing, grants of Awards to Non-Employee Directors under the Plan shall be made only in accordance with the terms, conditions and parameters of a plan, program or policy for the compensation of Non-Employee Directors as in effect from time to time that is approved and administered by a committee of the Board consisting solely of Independent Directors and is in accordance with Section 5.4(b) hereof.

4.2.ACTION AND INTERPRETATIONS BY THE COMMITTEE. For purposes of administering the Plan, the Committee may from time to time adopt rules, regulations, guidelines and procedures for carrying out the provisions and purposes of the Plan and make such other determinations, not inconsistent with the Plan, as the Committee may deem appropriate. The Committee’s interpretation of the Plan, any Awards granted under the Plan, any Award Certificate and all decisions and determinations by the Committee with respect to the Plan are final, binding, and conclusive on all parties and shall be given the maximum deference permitted by applicable law. Each member of the Committee is entitled to, in good faith, rely or act upon any report or other information furnished to that member by any officer or other employee of the Company or any Affiliate, the Company’s or an Affiliate’s independent certified public accountants, Company counsel or any executive compensation consultant or other professional retained by the Company or the Committee to assist in the administration of the Plan. No member of the Committee will be liable for any good faith determination, act or omission in connection with the Plan or any Award.

4.3.AUTHORITY OF COMMITTEE. Except as provided herein, the Committee has the exclusive power, authority and discretion to:

(a) Grant Awards;

(b) Designate Participants;

(c) Determine the type or types of Awards to be granted to each Participant;

(d) Determine the number of Awards to be granted and the number of Shares or dollar amount to which an Award will relate;

(e) Determine the terms and conditions of any Award granted under the Plan;

(f) Prescribe the form of each Award Certificate, which need not be identical for each Participant;

(g) Decide all other matters that must be determined in connection with an Award;

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(h) Establish, adopt or revise any rules, regulations, guidelines or procedures as it may deem necessary or advisable to administer the Plan;

(i) Make all other decisions and determinations that may be required under the Plan or as the Committee deems necessary or advisable to administer the Plan;

(j) Amend the Plan or any Award Certificate as provided herein;

(k) Correct any defect, supply any omission or reconcile any inconsistency in the Plan or in any Award in the manner and to the extent it deems necessary to carry out the intent of the Plan; and

(l) Adopt such modifications, procedures, and subplans as may be necessary or desirable to comply with provisions of the laws of non-U.S. jurisdictions in which the Company or any Affiliate may operate, in order to assure the viability of the benefits of Awards granted to participants located in such other jurisdictions and to meet the objectives of the Plan.

Notwithstanding the foregoing:

(1) The Board or the Committee may, by resolution, expressly delegate to a special committee, consisting of one or more directors who may but need not be officers of the Company, the authority, within specified parameters, to (i) designate officers, employees and/or consultants of the Company or any of its Affiliates to be recipients of Awards under the Plan, and (ii) to determine the number of such Awards to be received by any such Participants; provided, however, that such delegation of duties and responsibilities to an officer of the Company may not be made with respect to the grant of Awards to eligible participants (a) who are subject to Section 16(a) of the 1934 Act at the Grant Date, or (b) who as of the Grant Date are reasonably anticipated to be become Covered Employees during the term of the Award. The acts of such delegates shall be treated hereunder as acts of the Board and such delegates shall report regularly to the Board and the Compensation Committee regarding the delegated duties and responsibilities and any Awards so granted.

(2) The Board may from time to time reserve to the Independent Directors (or any subset thereof), as a group, any or all of the authority and responsibility of the Committee under the Plan. To the extent and during such time as the Board has so reserved any authority and responsibility, the Independent Directors shall have all the powers of the Committee hereunder, and any reference herein to the Committee (other than in this Section 4.3) shall include the Independent Directors. To the extent any action of the Independent Directors under the Plan made within such authority conflicts with actions taken by the Committee, the actions of the Independent Directors shall control.

ARTICLE 5

SHARES SUBJECT TO THE PLAN

5.1.NUMBER OF SHARES. Subject to adjustment as provided in Sections 5.2 and 15.1, the aggregate number of Shares reserved and available for issuance pursuant to Awards granted under the Plan from the Effective Date shall be (i) 7,924,932, (ii) plus the number of Shares (not to exceed 2,075,068) remaining available for issuance under the Prior Plan but not subject to outstanding awards as of the Effective Date, plus (iii) the number of additional Shares underlying awards outstanding under the Prior Plan as of the Effective Date (not to exceed 4,616,583) that thereafter terminate or expire unexercised, or are cancelled, forfeited or lapse for any reason after the Effective Date. The maximum number of Shares that may be issued upon exercise of Incentive Stock Options granted under the Plan shall be the sum of the foregoing. From and after the Effective Date, no further awards shall be granted under the Prior Plan.

5.2.SHARE COUNTING.

(a) Awards of Options and Stock Appreciation Rights shall count against the number of Shares remaining available for issuance pursuant to Awards granted under the Plan as 1.0 Share for each Share covered by such Awards, and Full-Value Awards shall count against the number of Shares remaining available for issuance pursuant to Awards granted under the Plan as 3.0 Shares for each Share covered by such Awards.

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(b) The full number of Shares subject to an Option shall count against the number of Shares remaining available for issuance pursuant to Awards granted under the Plan, even if the exercise price of the Option is satisfied through net-settlement or by delivering Shares to the Company (by either actual delivery or attestation).

(c) Upon exercise of Stock Appreciation Rights that are settled in Shares, the full number of Stock Appreciation Rights (rather than any lesser number based on the net number of Shares actually delivered upon exercise) shall count against the number of Shares remaining available for issuance pursuant to Awards granted under the Plan.

(d) Shares withheld from an Award to satisfy tax withholding requirements shall count against the number of Shares remaining available for issuance pursuant to Awards granted under the Plan, and Shares delivered by a Participant to satisfy tax withholding requirements shall not be added to the Plan share reserve.

(e) To the extent that an Award is canceled, terminates, expires, is forfeited or lapses for any reason, any unissued or forfeited Shares subject to the Award (based on the number set forth in clause (a)) will again be available for issuance pursuant to Awards granted under the Plan.

(f) Shares subject to Awards settled in cash will again be available for issuance pursuant to Awards granted under the Plan.

(g) Substitute Awards granted pursuant to Section 14.10 of the Plan shall not count against the Shares otherwise available for issuance under the Plan under Section 5.1.

(h) Subject to applicable Exchange requirements, shares available under a shareholder-approved plan of a company acquired by the Company (as appropriately adjusted to Shares to reflect the transaction) may be issued under the Plan pursuant to Awards granted to individuals who were not employees of the Company or its Affiliates immediately before such transaction and will not count against the maximum share limitation specified in Section 5.1.

5.3.STOCK DISTRIBUTED. Any Stock distributed pursuant to an Award may consist, in whole or in part, of authorized and unissued Stock, treasury Stock or Stock purchased on the open market.

5.4.LIMITATION ON INDIVIDUAL AWARDS.

(a)Employee Awards. Notwithstanding any provision in the Plan to the contrary (but subject to adjustment as provided in Section 15.1): (i) the maximum number of Shares with respect to one or more Options and/or SARs that may be granted during any calendar year under the Plan to any one Participant is 450,000; (ii) the maximum number of Shares with respect to Full-Value Awards that are Performance Awards granted in any calendar year to any one Participant is 450,000; and (iii) the aggregate dollar value of any cash-based Performance Award that may be paid to any one Participant during any one calendar year under the Plan is $10,000,000 For purposes of applying the foregoing limits in the case of multi-year performance periods, the amount of cash or property or number of Shares deemed granted or paid with respect to any year is the total amount payable or Shares earned for the performance period divided by the number of years in the performance period.

(b)Non-Employee Director Awards. Notwithstanding any provision in the Plan to the contrary (but subject to adjustment as provided in Section 15.1), the maximum aggregate number of Shares associated with any Award granted under the Plan in any calendar year to any one Non-Employee Director (other than a non-executive chairman) is 6,000 Shares.

5.5.MINIMUM VESTING REQUIREMENTS FOR OPTIONS AND SARS. Except in the case of substitute Awards granted pursuant to Section 14.10 and subject to the following sentence, any Options or Stock Appreciation Rights granted under the Plan to an Eligible Participant shall not vest less than one year following the Grant Date. Notwithstanding the foregoing, (i) the Committee may permit and authorize acceleration of vesting of Options and SARs in the event of the Participant’s death or disability or upon, or in connection with Participant’s termination of service following a Change in Control, and (ii) the Committee may grant Options and SARs without respect to the above-described minimum vesting requirements, or may permit and authorize acceleration of vesting of Options and SARs otherwise subject to the above-described minimum vesting requirements, with respect to Options and SARs covering 5% or fewer of the total number of Shares authorized under the Plan.

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ARTICLE 6

ELIGIBILITY

6.1.GENERAL. Awards may be granted only to Eligible Participants; except that Incentive Stock Options may be granted to only to Eligible Participants who are employees of the Company or a Parent or Subsidiary as defined in Section 424(e) and (f) of the Code. Eligible Participants who are service providers to an Affiliate may be granted Options or SARs under this Plan only if the Affiliate qualifies as an “eligible issuer of service recipient stock” within the meaning of §1.409A-1(b)(5)(iii)(E) of the final regulations under Code Section 409A.

ARTICLE 7

STOCK OPTIONS

7.1.GENERAL. The Committee is authorized to grant Options to Participants on the following terms and conditions:

(a)Exercise Price. The exercise price per Share under an Option shall be determined by the Committee, provided that the exercise price for any Option (other than an Option issued as a substitute Award pursuant to Section 14.10) shall not be less than the Fair Market Value as of the Grant Date.

(b)Time and Conditions of Exercise. The Committee shall determine the time or times at which an Option may be exercised in whole or in part. The Committee shall also determine the performance or other conditions, if any, that must be satisfied before all or part of an Option may be exercised or vested.

(c)Exercise Term. In no event may any Option be exercisable for more than ten years from the Grant Date.

(d)Method of Payment. The Committee shall determine the methods by which the exercise price of an Option may be paid, the form of payment, and the methods by which Shares shall be delivered or deemed to be delivered to Participants. As determined by the Committee at or after the Grant Date, payment of the exercise price of an Option may be made, in whole or in part, in the form of (i) cash or cash equivalents, (ii) delivery (by either actual delivery or attestation) of previously-acquired Shares based on the Fair Market Value of the Shares on the date the Option is exercised, (iii) withholding of Shares from the Option based on the Fair Market Value of the Shares on the date the Option is exercised, (iv) broker-assisted market sales, or (v) any other “cashless exercise” arrangement.

(e)Prohibition on Repricing. Except as otherwise required pursuant to Section 15.1, without the prior approval of the shareholders of the Company: (i) the exercise price of an Option may not be reduced, directly or indirectly, (ii) an Option may not be cancelled in exchange for an Option, SAR or other Award with an exercise, base or purchase price that is less than the exercise price of the original Option or for a Full-Value Award, and (iii) the Company may not repurchase an Option for value (in cash or otherwise) from a Participant if the then-current Fair Market Value of the Shares underlying the Option is lower than the exercise price per share of the Option.

7.2.INCENTIVE STOCK OPTIONS. The terms of any Incentive Stock Options granted under the Plan must comply with the requirements of Section 422 of the Code. If all of the requirements of Section 422 of the Code are not met, the Option shall automatically become a Nonstatutory Stock Option.

ARTICLE 8

STOCK APPRECIATION RIGHTS

8.1.GRANT OF STOCK APPRECIATION RIGHTS. The Committee is authorized to grant Stock Appreciation Rights to Participants on the following terms and conditions:

(a)Base Price. The base price per Share under a Stock Appreciation Right shall be determined by the Committee, provided that the base price for any Stock Appreciation Right (other than a Stock Appreciation Right issued as a substitute Award pursuant to Section 14.10) shall not be less than the Fair Market Value as of the Grant Date.

(b)Time and Conditions of Exercise.The Committee shall determine the time or times at which a Stock Appreciation Right may be exercised in whole or in part.

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(c)Exercise Term. In no event may any Stock Appreciation Right be exercisable for more than ten years from the Grant Date.

(d)Other Terms. All Stock Appreciation Rights shall be evidenced by an Award Certificate. Subject to the limitations of this Article 8, the terms, methods of exercise, methods of settlement, form of consideration payable in settlement, and any other terms and conditions of any Stock Appreciation Right shall be determined by the Committee at the time of the grant of the Award and shall be reflected in the Award Certificate.

(e)Prohibition on Repricing. Except as otherwise required pursuant to Section 15.1, without the prior approval of the shareholder of the Company: (i) the base price of a Stock Appreciation Right may not be reduced, directly or indirectly (ii) a Stock Appreciation Right may not be cancelled in exchange for an Option, SAR or other Award with an exercise, base or purchase price that is less than the base price of the original Stock Appreciation Right or for a Full-Value Award, and (iii) the Company may not repurchase a Stock Appreciation Right for value (in cash or otherwise) from a Participant if the then-current Fair Market Value of the Shares underlying the Stock Appreciation Right is lower than the base price per share of the Stock Appreciation Right.

ARTICLE 9

PERFORMANCE AWARDS

9.1.GRANT OF PERFORMANCE AWARDS. The Committee is authorized to grant any Award under this Plan, including cash-based Awards, with performance-based vesting criteria, on such terms and conditions as may be selected by the Committee. Any such Awards with performance-based vesting criteria are referred to herein as Performance Awards. The Committee shall have the complete discretion to determine the number of Performance Awards granted to each Participant, subject to Section 5.4, and to designate the provisions of such Performance Awards as provided in Section 4.3. All Performance Awards shall be evidenced by an Award Certificate or a written program established by the Committee, pursuant to which Performance Awards are awarded under the Plan under uniform terms, conditions and restrictions set forth in such written program.

9.2.PERFORMANCE GOALS. The Committee may establish performance goals for Performance Awards which may be based on any criteria selected by the Committee. Such performance goals may be described in terms of Company-wide objectives or in terms of objectives that relate to the performance of the Participant, an Affiliate or a division, region, department or function within the Company or an Affiliate. If the Committee determines that a change in the business, operations, corporate structure or capital structure of the Company or the manner in which the Company or an Affiliate conducts its business, or other events or circumstances render performance goals to be unsuitable, the Committee may modify such performance goals in whole or in part, as the Committee deems appropriate. If a Participant is promoted, demoted or transferred to a different business unit or function during a performance period, the Committee may determine that the performance goals or performance period are no longer appropriate and may (i) adjust, change or eliminate the performance goals or the applicable performance period as it deems appropriate to make such goals and period comparable to the initial goals and period, or (ii) make a cash payment to the participant in an amount determined by the Committee. The foregoing two sentences shall not apply with respect to a Performance Award that is intended to be a Qualified Performance-Based Award if the recipient of such award (a) was a Covered Employee on the date of the modification, adjustment, change or elimination of the performance goals or performance period, or (b) in the reasonable judgment of the Committee, may be a Covered Employee on the date the Performance Award is expected to be paid.

ARTICLE 10

RESTRICTED STOCK, RESTRICTED STOCK UNITS AND DEFERRED STOCK UNITS

10.1.GRANT OF RESTRICTED STOCK, RESTRICTED STOCK UNITS AND DEFERRED STOCK UNITS. The Committee is authorized to make Awards of Restricted Stock, Restricted Stock Units or Deferred Stock Units to Participants in such amounts and subject to such terms and conditions as may be selected by the Committee. An Award of Restricted Stock, Restricted Stock Units or Deferred Stock Units shall be evidenced by an Award Certificate setting forth the terms, conditions, and restrictions applicable to the Award.

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10.2.ISSUANCE AND RESTRICTIONS. Restricted Stock, Restricted Stock Units or Deferred Stock Units shall be subject to such restrictions on transferability and other restrictions as the Committee may impose (including, without limitation, limitations on the right to vote Restricted Stock or the right to receive dividends on the Restricted Stock). These restrictions may lapse separately or in combination at such times, under such circumstances, in such installments, upon the satisfaction of performance goals or otherwise, as the Committee determines at the time of the grant of the Award or thereafter. Except as otherwise provided herein or in an Award Certificate or any special Plan document governing an Award, the Participant shall have all of the rights of a shareholder with respect to the Restricted Stock, and the Participant shall have none of the rights of a shareholder with respect to Restricted Stock Units or Deferred Stock Units until such time as Shares of Stock are paid in settlement of the Restricted Stock Units or Deferred Stock Units. Unless otherwise provided in the applicable Award Certificate, Awards of Restricted Stock will be entitled to full dividend rights and any dividends paid thereon will be paid or distributed to the holder no later than the end of the calendar year in which the dividends are paid to shareholders or, if later, the 15th day of the 3rd month following the date the dividends are paid to shareholders. In no event shall dividends with respect to an award of Restricted Stock or Restricted Stock Units that is subject to performance-based conditions be paid or distributed unless and until the performance-based conditions are met.

10.3.FORFEITURE. Subject to the terms of the Award Certificate and except as otherwise determined by the Committee at the time of the grant of the Award or thereafter, upon termination of Continuous Status as a Participant during the applicable restriction period or upon failure to satisfy a performance goal during the applicable restriction period, Restricted Stock or Restricted Stock Units that are at that time subject to restrictions shall be forfeited.

10.4.DELIVERY OF RESTRICTED STOCK. Shares of Restricted Stock shall be delivered to the Participant either by book-entry registration or by delivering to the Participant, or a custodian or escrow agent (including, without limitation, the Company or one or more of its employees) designated by the Committee, a stock certificate or certificates registered in the name of the Participant. If physical certificates representing shares of Restricted Stock are registered in the name of the Participant, such certificates must bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Restricted Stock.

ARTICLE 11

QUALIFIED PERFORMANCE-BASED AWARDS

11.1.OPTIONS AND STOCK APPRECIATION RIGHTS. The provisions of the Plan are intended to enable Options and Stock Appreciation Rights granted hereunder to any Covered Employee to qualify for the Section 162(m) Exemption.

11.2.OTHER AWARDS. When granting any other Award, the Committee may designate such Award as a Qualified Performance-Based Award, based upon a determination that the recipient is or may be a Covered Employee with respect to such Award, and the Committee wishes such Award to qualify for the Section 162(m) Exemption. If an Award is so designated (and subject to the Award limits set forth in Section 5.4(a) of the Plan), the Committee shall establish performance goals for such Award within the time period prescribed by Section 162(m) of the Code based on one or more of the following Qualified Business Criteria, which may be expressed in terms of Company-wide objectives or in terms of objectives that relate to the performance of an Affiliate or a division, region, department or function within the Company or an Affiliate:

—Revenue

—Sales

—Profit (net profit, gross profit, operating profit, economic profit, profit margins or other corporate profit measures)

—Earnings (EBIT, EBITDA, earnings per share, or other corporate earnings measures)

—Net income (before or after taxes, operating income or other income measures)

—Cash (cash flow, free cash flow, cash generation or other cash measures)

—Cash return on investment

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—Stock price or performance

—Total shareholder return (stock price appreciation plus reinvested dividends divided by beginning share price)

—Economic value added

—Market share

—Improvements in capital structure

—Expenses (expense management, expense ratio, expense efficiency ratios or other expense measures)

—Business expansion or consolidation (acquisitions and divestitures)

—Internal rate of return or increase in net present value

—Working capital targets relating to inventory and/or accounts receivable

—Productivity measures

—Cost reduction measures

—Capital structure optimization

—Strategic plan development and implementation

—Return measures (including, but not limited to, return on assets, capital, equity, investments, gross investments, revenue or sales, and includes cash flow returns on assets, capital, equity, or sales)

Performance goals with respect to the foregoing Qualified Business Criteria may be specified in absolute terms, on an adjusted basis, in percentages, or in terms of growth from period to period or growth rates over time, as well as measured relative to the performance of a group of comparator companies, or a published or special index, or a stock market index, that the Committee deems appropriate. Any member of a comparator group or an index that ceases to exist during a measurement period shall be disregarded for the entire measurement period. Performance Goals need not be based upon an increase or positive result under a business criterion and could include, for example, the maintenance of the status quo or the limitation of economic losses (measured, in each case, by reference to a specific business criterion). Performance measures may but need not be determinable in conformance with generally accepted accounting principles.

11.3.PERFORMANCE GOALS. Each Qualified Performance-Based Award (other than a market-priced Option or SAR) shall be earned, vested and payable (as applicable) only upon the achievement of performance goals established by the Committee based upon one or more of the Qualified Business Criteria, together with the satisfaction of any other conditions, such as continued employment, as the Committee may determine to be appropriate; provided, however, that the Committee may provide, either in connection with the grant thereof or by amendment thereafter, that achievement of such performance goals will be waived, in whole or in part, upon (i) the termination of employment of a Participant by reason of death or Disability, or (ii) the occurrence of a Change in Control. Performance periods established by the Committee for any such Qualified Performance-Based Award may be as short as three months and may be any longer period. In addition, the Committee may reserve the right, in connection with the grant of a Qualified Performance-Based Award, to exercise negative discretion to determine that the portion of such Award actually earned, vested and/or payable (as applicable) shall be less than the portion that would be earned, vested and/or payable based solely upon application of the applicable performance goals.

11.4.INCLUSIONS AND EXCLUSIONS FROM PERFORMANCE CRITERIA. The Committee may provide in any Qualified Performance-Based Award at the time the performance goals are established, that any evaluation of performance shall exclude or otherwise objectively adjust for any specified circumstance or event that occurs during a performance period, including by way of example but without limitation the following: (a) asset write-downs or impairment charges; (b) litigation or claim judgments or settlements; (c) the effect of changes in tax laws, accounting principles or other laws or provisions affecting reported results; (d) accruals for reorganization

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and restructuring programs; (e) events that are of an unusual nature or of a type that indicates infrequency of occurrence as described in then-current accounting principles and identified or discussed in management’s discussion and analysis of financial condition and results of operations appearing in the Company’s annual report to shareholders for the applicable year; (f) acquisitions or divestitures; and (g) foreign exchange gains and losses. To the extent such inclusions or exclusions affect Awards to Covered Employees, they shall be prescribed in a form that meets the requirements of Code Section 162(m) for deductibility.

11.5.CERTIFICATION OF PERFORMANCE GOALS. Any payment of a Qualified Performance-Based Award granted with performance goals pursuant to Section 11.3 above shall be conditioned on the written certification of the Committee (which may be approved minutes of a meeting or otherwise) in each case that the performance goals and any other material conditions were satisfied. Except as specifically provided in Section 11.3, no Qualified Performance-Based Award held by a Covered Employee or by an employee who in the reasonable judgment of the Committee may be a Covered Employee on the date of payment, may be amended, nor may the Committee exercise any discretionary authority it may otherwise have under the Plan with respect to a Qualified Performance-Based Award under the Plan, in any manner to waive the achievement of the applicable performance goal based on Qualified Business Criteria or to increase the amount payable pursuant thereto or the value thereof, or otherwise in a manner that would cause the Qualified Performance-Based Award to cease to qualify for the Section 162(m) Exemption.

ARTICLE 12

DIVIDEND EQUIVALENTS

12.1.GRANT OF DIVIDEND EQUIVALENTS. The Committee is authorized to grant Dividend Equivalents with respect to Full-Value Awards granted hereunder, subject to such terms and conditions as may be selected by the Committee. Dividend Equivalents shall entitle the Participant to receive payments equal to ordinary cash dividends or distributions with respect to all or a portion of the number of Shares subject to a Full-Value Award, as determined by the Committee. The Committee may provide that Dividend Equivalents (i) will be deemed to have been reinvested in additional Shares or otherwise reinvested, which shall be subject to the same vesting provisions as provided for the host Award; (ii) will be credited by the Company to an account for the Participant and accumulated without interest until the date upon which the host Award becomes vested, and any Dividend Equivalents accrued with respect to forfeited Awards will be reconveyed to the Company without further consideration or any act or action by the Participant; or (iii) except in the case of Performance Awards, will be paid or distributed to the Participant as accrued (in which case, such Dividend Equivalents must be paid or distributed no later than the 15th day of the 3rd month following the later of (A) the calendar year in which the corresponding dividends were paid to shareholders, or (B) the first calendar year in which the Participant’s right to such Dividends Equivalents is no longer subject to a substantial risk of forfeiture). In no event shall Dividend Equivalents with respect to a Performance Award be paid or distributed until the performance-based conditions of the Performance Award are met.

ARTICLE 13

OTHER STOCK-BASED AWARDS

13.1.GRANT OF OTHER STOCK-BASED AWARDS. The Committee is authorized, subject to limitations under applicable law, to grant to Participants such other Awards that are payable in, valued in whole or in part by reference to, or otherwise based on or related to Shares, as deemed by the Committee to be consistent with the purposes of the Plans, including without limitation convertible or exchangeable debt securities, other rights convertible or exchangeable into Shares, and Awards valued by reference to book value of Shares or the value of securities of or the performance of specified Parents or Subsidiaries. The Committee shall determine the terms and conditions of such Awards which shall be subject to the terms of the Plan.

ARTICLE 14

PROVISIONS APPLICABLE TO AWARDS

14.1.AWARD CERTIFICATES. Each Award shall be evidenced by an Award Certificate. Each Award Certificate shall include such provisions, not inconsistent with the Plan, as may be specified by the Committee. The Committee may provide for the use of electronic, internet or other non-paper Award Certificates, and the use of electronic, internet or other non-paper means for the acceptance thereof and actions thereunder by a Participant.

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14.2.FORM OF PAYMENT FOR AWARDS. Subject to the terms of the Plan and any applicable law or Award Certificate, payments or transfers to be made by the Company or an Affiliate on the grant or exercise of an Award may be made in such form as the Committee determines at or after the Grant Date, including without limitation, cash, Stock, other Awards, or other property, or any combination, and may be made in a single payment or transfer, in installments, or on a deferred basis, in each case determined in accordance with rules adopted by, and at the discretion of, the Committee.

14.3.LIMITS ON TRANSFER. No right or interest of a Participant in any unexercised or restricted Award may be pledged, encumbered, or hypothecated to or in favor of any party other than the Company or an Affiliate, or shall be subject to any lien, obligation, or liability of such Participant to any other party other than the Company or an Affiliate. No unexercised or restricted Award shall be assignable or transferable by a Participant other than by will or the laws of descent and distribution; provided, however, that the Committee may (but need not) permit other transfers (other than transfers for value) where the Committee concludes that such transferability (i) does not result in accelerated taxation, (ii) does not cause any Option intended to be an Incentive Stock Option to fail to be described in Code Section 422(b), and (iii) is otherwise appropriate and desirable, taking into account any factors deemed relevant, including without limitation, state or federal tax or securities laws applicable to transferable Awards.

14.4.BENEFICIARIES. Notwithstanding Section 14.3, a Participant may, in the manner determined by the Committee, designate a beneficiary to exercise the rights of the Participant and to receive any distribution with respect to any Award upon the Participant’s death by filing a beneficiary designation form, in such form as determined by the Committee, with the Company. A beneficiary, legal guardian, legal representative, or other person claiming any rights under the Plan is subject to all terms and conditions of the Plan and any Award Certificate applicable to the Participant, except to the extent the Plan and Award Certificate otherwise provide, and to any additional restrictions deemed necessary or appropriate by the Committee. If no beneficiary has been designated or survives the Participant, payment shall be made in accordance with applicable law. Subject to the foregoing, a beneficiary designation may be changed or revoked by a Participant at any time provided the change or revocation is filed with the Company.

14.5.STOCK TRADING RESTRICTIONS. All Stock issuable under the Plan is subject to any stop-transfer orders and other restrictions as the Committee deems necessary or advisable to comply with federal or state securities laws, rules and regulations and the rules of any national securities exchange or automated quotation system on which the Stock is listed, quoted, or traded. The Committee may place legends on any Stock certificate or issue instructions to the transfer agent to reference restrictions applicable to the Stock.

14.6.ACCELERATION UPON DEATH OR DISABILITY. Except as otherwise provided in the Award Certificate or any special Plan document governing an Award, upon the termination of a person’s Continuous Status as a Participant by reason of death or Disability, (i) all of such Participant’s outstanding Options, SARs, and other Awards in the nature of rights that may be exercised shall become fully exercisable, (ii) all time-based vesting restrictions on the Participant’s outstanding Awards shall lapse, and (iii) the target payout opportunities attainable under all of such Participant’s outstanding performance-based Awards shall be deemed to have been fully earned as of the date of termination based upon an assumed achievement of all relevant performance goals at the “target” level and there shall be a pro rata payout to the Participant or his or her estate within 30 days following the date of termination (unless a later date is required by Section 17.4 hereof) based upon the length of time within the performance period that has elapsed prior to the date of termination. Any Awards shall thereafter continue or lapse in accordance with the other provisions of the Plan and the Award Certificate. To the extent that this provision causes Incentive Stock Options to exceed the dollar limitation set forth in Code Section 422(d), the excess Options shall be deemed to be Nonstatutory Stock Options.

14.7.EFFECT OF A CHANGE IN CONTROL. The provisions of this Section 14.7 shall apply in the case of a Change in Control, unless otherwise provided in the Award Certificate or any special Plan document or separate agreement with a Participant governing an Award.

(a)Awards not Assumed or Substituted by Surviving Entity. Upon the occurrence of a Change in Control, and except with respect to any Awards assumed by the surviving entity or otherwise equitably converted or substituted in connection with the Change in Control in a manner approved by the Committee or the Board: (i) outstanding Options, SARs, and other Awards in the nature of rights that may be exercised shall become fully exercisable, (ii) time-based vesting restrictions on outstanding Awards shall lapse, and (iii) the target

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payout opportunities attainable under all outstanding performance-based Awards shall be deemed to have been fully earned as of the date of the Change in Control based upon an assumed achievement of all relevant performance goals at the “target” level and, subject to Section 17.4, there shall be a pro rata payout to Participants within 30 days following the date of the Change in Control (unless a later date is required by Section 17.4 hereof) based upon the length of time within the performance period that has elapsed prior to the date of the Change in Control. Any Awards shall thereafter continue or lapse in accordance with the other provisions of the Plan and the Award Certificate. To the extent that this provision causes Incentive Stock Options to exceed the dollar limitation set forth in Code Section 422(d), the excess Options shall be deemed to be Nonstatutory Stock Options.

(b)Awards Assumed or Substituted by Surviving Entity. With respect to Awards assumed by the surviving entity or otherwise equitably converted or substituted in connection with a Change in Control: if within two years after the effective date of the Change in Control, a Participant’s employment is terminated without Cause or (subject to the following sentence) the Participant resigns for Good Reason, then (i) all of that Participant’s outstanding Options, SARs and other Awards in the nature of rights that may be exercised shall become fully exercisable, (ii) all time-based vesting restrictions on the his or her outstanding Awards shall lapse, and (iii) the payout opportunities attainable under all of such Participant’s outstanding performance-based Awards shall be earned based on actual performance through the end of the performance period, and there shall be a pro rata payout to the Participant or his or her estate within 30 days after the amount earned has been determined (unless a later date is required by Section 17.4 hereof) based upon the length of time within the performance period that has elapsed prior to the date of termination. With regard to each Award, a Participant shall not be considered to have resigned for Good Reason unless either (i) the Award Certificate includes such provision or (ii) the Participant is party to an employment, severance or similar agreement with the Company or an Affiliate that includes provisions in which the Participant is permitted to resign for Good Reason. Any Awards shall thereafter continue or lapse in accordance with the other provisions of the Plan and the Award Certificate. To the extent that this provision causes Incentive Stock Options to exceed the dollar limitation set forth in Code Section 422(d), the excess Options shall be deemed to be Nonstatutory Stock Options.

14.8.ACCELERATION UNDER CERTAIN CIRCUMSTANCES. Subject to Section 11.3 as to Qualified Performance-Based Awards and to Section 5.5, the Committee may in its sole discretion at any time determine that, upon the termination of service of a Participant, or the occurrence of a Change in Control, all or a portion of such Participant’s Options, SARs and other Awards in the nature of rights that may be exercised shall become fully or partially exercisable, that all or a part of the restrictions on all or a portion of the Participant’s outstanding Awards shall lapse, and/or that any performance-based criteria with respect to any Awards held by that Participant shall be deemed to be wholly or partially satisfied, in each case, as of such date as the Committee may, in its sole discretion, declare. The Committee may discriminate among Participants and among Awards granted to a Participant in exercising its discretion pursuant to this Section 14.8.

14.9.EFFECT OF ACCELERATION. If an Award is accelerated under Section 14.6, 14.7 or 14.8, the Committee may, in its sole discretion, provide (i) that the Award will expire after a designated period of time after such acceleration to the extent not then exercised, (ii) that the Award will be settled in cash rather than Stock, (iii) that the Award will be assumed by another party to a transaction giving rise to the acceleration or otherwise be equitably converted or substituted in connection with such transaction, (iv) that the Award may be settled by payment in cash or cash equivalents equal to the excess of the Fair Market Value of the underlying Stock, as of a specified date associated with the transaction, over the exercise price of the Award, or (v) any combination of the foregoing. The Committee’s determination need not be uniform and may be different for different Participants whether or not such Participants are similarly situated. To the extent that such acceleration causes Incentive Stock Options to exceed the dollar limitation set forth in Code Section 422(d), the excess Options shall be deemed to be Nonstatutory Stock Options.

14.10.SUBSTITUTE AWARDS. The Committee may grant Awards under the Plan in substitution for stock and stock-based awards held by employees of another entity who become employees of the Company or an Affiliate as a result of a merger or consolidation of the former employing entity with the Company or an Affiliate or the acquisition by the Company or an Affiliate of property or stock of the former employing corporation. The Committee may direct that the substitute Awards be granted on such terms and conditions as the Committee considers appropriate in the circumstances.

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14.11.FORFEITURE EVENTS. Awards under the Plan shall be subject to any compensation recoupment policy that the Company may adopt from time to time that is applicable by its terms to the Participant. In addition, the Committee may specify in an Award Certificate that the Participant’s rights, payments and benefits with respect to an Award shall be subject to reduction, cancellation, forfeiture or recoupment upon the occurrence of certain specified events, in addition to any otherwise applicable vesting or performance conditions of an Award. Such events may include, but shall not be limited to, (i) termination of employment for Cause, (ii) violation of material Company or Affiliate policies, (iii) breach of noncompetition, confidentiality or other restrictive covenants that may apply to the Participant, (iv) other conduct by the Participant that is detrimental to the business or reputation of the Company or any Affiliate, or (v) a later determination that the vesting of, or amount realized from, a Performance Award was based on materially inaccurate financial statements or any other materially inaccurate performance metric criteria, whether or not the Participant caused or contributed to such material inaccuracy.

ARTICLE 15

CHANGES IN CAPITAL STRUCTURE

15.1.MANDATORY ADJUSTMENTS. In the event of a nonreciprocal transaction between the Company and its shareholders that causes the per-share value of the Stock to change (including, without limitation, any stock dividend, stock split, spin-off, rights offering, or large nonrecurring cash dividend), the Committee shall make such adjustments to the Plan and Awards as it deems necessary, in its sole discretion, to prevent dilution or enlargement of rights immediately resulting from such transaction. Action by the Committee may include: (i) adjustment of the number and kind of shares that may be delivered under the Plan; (ii) adjustment of the number and kind of shares subject to outstanding Awards; (iii) adjustment of the exercise price of outstanding Awards or the measure to be used to determine the amount of the benefit payable on an Award; and (iv) any other adjustments that the Committee determines to be equitable. Without limiting the foregoing, in the event of a subdivision of the outstanding Stock (stock-split), a declaration of a dividend payable in Shares, or a combination or consolidation of the outstanding Stock into a lesser number of Shares, the authorization limits under Sections 5.1 and 5.4 shall automatically be adjusted proportionately, and the Shares then subject to each Award shall automatically, without the necessity for any additional action by the Committee, be adjusted proportionately without any change in the aggregate purchase price therefor.

15.2DISCRETIONARY ADJUSTMENTS. Upon the occurrence or in anticipation of any corporate event or transaction involving the Company (including, without limitation, any merger, reorganization, recapitalization, combination or exchange of shares, or any transaction described in Section 15.1), the Committee may, in its sole discretion, provide (i) that Awards will be settled in cash rather than Stock, (ii) that Awards will become immediately vested and non-forfeitable and, if applicable, exercisable (in whole or in part) and will expire after a designated period of time to the extent not then exercised (provided that Participants shall be provided with advance written notice of any such exercise period), (iii) that Awards will be assumed by another party to a transaction or otherwise be equitably converted or substituted in connection with such transaction, (iv) that outstanding Awards may be settled by payment in cash or cash equivalents equal to the excess of the Fair Market Value of the underlying Stock, as of a specified date associated with the transaction (or the per-shares transaction price), over the exercise or base price of the Award, (v) that performance targets and performance periods for Performance Awards will be modified, consistent with Code Section 162(m) where applicable, or (vi) any combination of the foregoing. The Committee’s determination need not be uniform and may be different for different Participants whether or not such Participants are similarly situated.

15.3GENERAL. Any discretionary adjustments made pursuant to this Article 15 shall be subject to the provisions of Section 16.2. To the extent that any adjustments made pursuant to this Article 15 cause Incentive Stock Options to cease to qualify as Incentive Stock Options, such Options shall be deemed to be Nonstatutory Stock Options.

ARTICLE 16

AMENDMENT, MODIFICATION AND TERMINATION

16.1.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 any amendment or modification to the Plan shall be subject to shareholder approval if such amendment or modification would (i) increase the number of Shares available under the Plan, (ii) otherwise constitute a material

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change requiring shareholder approval under applicable laws, policies or regulations or the applicable listing or other requirements of an Exchange, or (iii) be an amendment to permit a direct or indirect repricing prohibited pursuant to Section 7.1 or 8.1; and provided, further, that the Board or Committee may condition any other amendment or modification on the approval of shareholders of the Company for any reason, including by reason of such approval being necessary or deemed advisable (x) to comply with the listing or other requirements of an Exchange, or (y) to satisfy any other tax, securities or other applicable laws, policies or regulations.

16.2.AWARDS PREVIOUSLY GRANTED. At any time and from time to time, the Committee may amend, modify or terminate any outstanding Award without approval of the Participant; provided, however:

(a) Subject to the terms of the applicable Award Certificate, such amendment, modification or termination shall not, without the Participant’s consent, reduce or diminish the value of such Award determined as if the Award had been exercised, vested, cashed in or otherwise settled on the date of such amendment or termination (with the per-share value of an Option or SAR for this purpose being calculated as the excess, if any, of the Fair Market Value as of the date of such amendment or termination over the exercise or base price of such Award);

(b) The original term of an Option or SAR may not be extended without the prior approval of the shareholders of the Company;

(c) All Options and SARs shall be subject to the prohibitions on repricing set forth in Sections 7.1 and 8.1; and

(d) No termination, amendment, or modification of the Plan shall adversely affect any Award previously granted under the Plan, without the written consent of the Participant affected thereby. An outstanding Award shall not be deemed to be “adversely affected” by a Plan amendment if such amendment would not reduce or diminish the value of such Award determined as if the Award had been exercised, vested, cashed in or otherwise settled on the date of such amendment (with the per-share value of an Option or SAR for this purpose being calculated as the excess, if any, of the Fair Market Value as of the date of such amendment over the exercise or base price of such Award).

16.3.COMPLIANCE AMENDMENTS. Notwithstanding anything in the Plan or in any Award Certificate to the contrary, the Board may amend the Plan or an Award Certificate, to take effect retroactively or otherwise, as deemed necessary or advisable for the purpose of conforming the Plan or Award Certificate to any present or future law relating to plans of this or similar nature (including, but not limited to, Section 409A of the Code), and to the administrative regulations and rulings promulgated thereunder. By accepting an Award under this Plan, a Participant agrees to any amendment made pursuant to this Section 16.3 to any Award granted under the Plan without further consideration or action.

ARTICLE 17

GENERAL PROVISIONS

17.1.NO RIGHTS TO AWARDS; NON-UNIFORM DETERMINATIONS. No Participant or any Eligible Participant shall have any claim to be granted any Award under the Plan. Neither the Company, its Affiliates nor the Committee is obligated to treat Participants or Eligible Participants uniformly, and determinations made under the Plan may be made by the Committee selectively among Eligible Participants who receive, or are eligible to receive, Awards (whether or not such Eligible Participants are similarly situated).

17.2. NO SHAREHOLDER RIGHTS. No Award gives a Participant any of the rights of a shareholder of the Company unless and until Shares are in fact issued to such person in connection with such Award.

17.3.WITHHOLDING. The Company or any Affiliate shall have the authority and the right to deduct or withhold, or require a Participant to remit to the Company or an applicable Affiliate, an amount sufficient to satisfy federal, state, and local taxes (including the Participant’s FICA obligation) required by law to be withheld with respect to any exercise, lapse of restriction or other taxable event arising as a result of the Plan or an Award. The obligations of the Company under the Plan will be conditioned on such payment or arrangements and the Company or such Affiliate will, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the Participant. Unless otherwise determined by the Committee, at the time the Award is granted or thereafter, any such withholding requirement may be satisfied, in whole or in part, by

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withholding from the Award Shares having a Fair Market Value on the date of withholding equal to the minimum amount required to be withheld for tax purposes (or such greater amount up to the maximum individual statutory rate in the applicable jurisdiction as may be permitted under then-current accounting principles to qualify the Award for equity classification), all in accordance with such procedures as the Committee establishes.

17.4.SPECIAL PROVISIONS RELATED TO SECTION 409A OF THE CODE.

(a)General. It is intended that the payments and benefits provided under the Plan and any Award shall either be exempt from the application of, or comply with, the requirements of Section 409A of the Code. The Plan and all Award Certificates shall be construed in a manner that effects such intent. Nevertheless, the tax treatment of the benefits provided under the Plan or any Award is not warranted or guaranteed. Neither the Company, its Affiliates nor their respective directors, officers, employees or advisers (other than in his or her capacity as a Participant) shall be held liable for any taxes, interest, penalties or other monetary amounts owed by any Participant or other taxpayer as a result of the Plan or any Award.

(b)Definitional Restrictions. Notwithstanding anything in the Plan or in any Award Certificate 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 (“Non-Exempt Deferred Compensation”) would otherwise be payable or distributable, or a different form of payment (e.g., lump sum or installment) of such Non-Exempt Deferred Compensation would be effected, under the Plan or any Award Certificate by reason the occurrence of a Change in Control or the Participant’s Disability or separation from service, such (“Non-Exempt Deferred Compensation”) will not be payable or distributable, and/or such different form of payment will not be effected, to the Participant by reason of such circumstance unless the circumstances giving rise to such Change in Control, Disability or separation from service 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). This provision does not affect the dollar amount or prohibit the vesting of any Award upon a Change in Control, Disability or separation from service, however defined. If this provision prevents the payment or distribution of any amount or benefit, or the application of a different form of payment of any amount or benefit, such payment or distribution shall be made at the time and in the form that would have applied absent the non-409A-conforming event.

(c)Allocation among Possible Exemptions. If any one or more Awards granted under the Plan to a Participant could qualify for any separation pay exemption described in Treas. Reg. Section 1.409A-1(b)(9), but such Awards in the aggregate exceed the dollar limit permitted for the separation pay exemptions, the Company (acting through the Committee or the Head of Human Resources) shall determine which Awards or portions thereof will be subject to such exemptions.

(d)Six-Month Delay in Certain Circumstances. Notwithstanding anything in the Plan or in any Award Certificate to the contrary, if any amount or benefit that would constitute Non-Exempt Deferred Compensation would otherwise be payable or distributable under this Plan or any Award Certificate by reason of a Participant’s separation from service during a period in which the Participant is a Specified Employee (as defined below), then, subject to any permissible acceleration of payment by the Committee under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) the amount of such Non-Exempt Deferred Compensation that would otherwise be payable during the six-month period immediately following the Participant’s separation from service will be accumulated through and paid or provided on the first day of the seventh month following the Participant’s separation from service (or, if the Participant dies during such period, within 30 days after the Participant’s death) (in either case, the “Required Delay Period”) and (ii) , the normal payment or distribution schedule for any remaining payments or distributions will resume at the end of the Required Delay Period.

For purposes of this Plan, the term “Specified Employee” has the meaning given such term in Code Section 409A and the final regulations thereunder,provided, however, that, as permitted in such final 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 any committee of the Board, which shall be applied consistently with respect to all nonqualified deferred compensation arrangements of the Company, including this Plan.

(e)Installment Payments. If, pursuant to an Award, a Participant is entitled to a series of installment payments, such Participant’s right to the series of installment payments shall be treated as a right to a series

76						Roper Technologies, Inc. 2016 Proxy Statement

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of separate payments and not to a single payment. For purposes of the preceding sentence, the term “series of installment payments” has the meaning provided in Treas. Reg. Section 1.409A-2(b)(2)(iii) (or any successor thereto).

(f)Timing of Release of Claims. Whenever an Award conditions a payment or benefit on the Participant’s execution and non-revocation of a release of claims, such release must be executed and all revocation periods shall have expired within 60 days after the date of termination of the Participant’s employment; failing which such payment or benefit shall be forfeited. If such payment or benefit is exempt from Section 409A of the Code, the Company may elect to make or commence payment at any time during such 60-day period. If such payment or benefit constitutes Non-Exempt Deferred Compensation, then, subject to subsection (d) above, (i) if such 60-day period begins and ends in a single calendar year, the Company may make or commence payment at any time during such period at its discretion, and (ii) if such 60-day period begins in one calendar year and ends in the next calendar year, the payment shall be made or commence during the second such calendar year (or any later date specified for such payment under the applicable Award), even if such signing and non-revocation of the release occur during the first such calendar year included within such 60-day period. In other words, a Participant is not permitted to influence the calendar year of payment based on the timing of signing the release.

(g)Permitted Acceleration. The Company shall have the sole authority to make any accelerated distribution permissible under Treas. Reg. section 1.409A-3(j)(4) to Participants of deferred amounts, provided that such distribution(s) meets the requirements of Treas. Reg. section 1.409A-3(j)(4).

17.5.NO RIGHT TO CONTINUED SERVICE. Neither an Award nor any benefits arising under this Plan shall constitute an employment contract with the Company or any Affiliate and, accordingly, subject to Article 16, this Plan and the benefits hereunder may be terminated at any time in the sole and exclusive discretion of the Committee without giving rise to any liability on the part of the Company or an of its Affiliates. Nothing in the Plan, any Award Certificate or any other document or statement made with respect to the Plan, shall interfere with or limit in any way the right of the Company or any Affiliate to terminate any Participant’s employment or status as an officer, director or consultant at any time, nor confer upon any Participant any right to continue as an employee, officer, director or consultant of the Company or any Affiliate, whether for the duration of a Participant’s Award or otherwise.

17.6.UNFUNDED STATUS OF AWARDS. The Plan is intended to be an “unfunded” plan for incentive and deferred compensation. With respect to any payments not yet made to a Participant pursuant to an Award, nothing contained in the Plan or any Award Certificate shall give the Participant any rights that are greater than those of a general creditor of the Company or any Affiliate. This Plan is not intended to be subject to ERISA.

17.7.RELATIONSHIP TO OTHER BENEFITS. No payment under the Plan shall be taken into account in determining any benefits under any pension, retirement, savings, profit sharing, group insurance, welfare or benefit plan of the Company or any Affiliate unless provided otherwise in such other plan.

17.8.EXPENSES. The expenses of administering the Plan shall be borne by the Company and its Affiliates.

17.9.TITLES AND HEADINGS. The titles and headings of the Sections in the Plan are for convenience of reference only, and in the event of any conflict, the text of the Plan, rather than such titles or headings, shall control.

17.10.GENDER AND NUMBER. Except where otherwise indicated by the context, any masculine term used herein also shall include the feminine; the plural shall include the singular and the singular shall include the plural.

17.11.FRACTIONAL SHARES. No fractional Shares shall be issued and the Committee shall determine, in its discretion, whether cash shall be given in lieu of fractional Shares or whether such fractional Shares shall be eliminated by rounding up or down.

17.12.GOVERNMENT AND OTHER REGULATIONS.

(a) Notwithstanding any other provision of the Plan, no Participant who acquires Shares pursuant to the Plan may, during any period of time that such Participant is an affiliate of the Company (within the meaning of the rules and regulations of the Securities and Exchange Commission under the 1933 Act), sell such Shares,

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unless such offer and sale is made (i) pursuant to an effective registration statement under the 1933 Act, which is current and includes the Shares to be sold, or (ii) pursuant to an appropriate exemption from the registration requirement of the 1933 Act, such as that set forth in Rule 144 promulgated under the 1933 Act.

(b) Notwithstanding any other provision of the Plan, if at any time the Committee shall determine that the registration, listing or qualification of the Shares covered by an Award upon any Exchange or under any foreign, federal, state or local law or practice, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the granting of such Award or the purchase or receipt of Shares thereunder, no Shares may be purchased, delivered or received pursuant to such Award unless and until such registration, listing, qualification, consent or approval shall have been effected or obtained free of any condition not acceptable to the Committee. Any Participant receiving or purchasing Shares pursuant to an Award shall make such representations and agreements and furnish such information as the Committee may request to assure compliance with the foregoing or any other applicable legal requirements. The Company shall not be required to issue or deliver any certificate or certificates for Shares under the Plan prior to the Committee’s determination that all related requirements have been fulfilled. The Company shall in no event be obligated to register any securities pursuant to the 1933 Act or applicable state or foreign law or to take any other action in order to cause the issuance and delivery of such certificates to comply with any such law, regulation or requirement.

17.13.GOVERNING LAW. To the extent not governed by federal law, the Plan and all Award Certificates shall be construed in accordance with and governed by the laws of the State of Delaware.

17.14.NO LIMITATIONS ON RIGHTS OF COMPANY. The grant of any Award shall not in any way affect the right or power of the Company to make adjustments, reclassification or changes in its capital or business structure or to merge, consolidate, dissolve, liquidate, sell or transfer all or any part of its business or assets. The Plan shall not restrict the authority of the Company, for proper corporate purposes, to draft or assume awards, other than under the Plan, to or with respect to any person. If the Committee so directs, the Company may issue or transfer Shares to an Affiliate, for such lawful consideration as the Committee may specify, upon the condition or understanding that the Affiliate will transfer such Shares to a Participant in accordance with the terms of an Award granted to such Participant and specified by the Committee pursuant to the provisions of the Plan.

17.15.SEVERABILITY. In the event that any provision of this Plan is found to be invalid or otherwise unenforceable under any applicable law, such invalidity or unenforceability will not be construed as rendering any other provisions contained herein as invalid or unenforceable, and all such other provisions will be given full force and effect to the same extent as though the invalid or unenforceable provision was not contained herein.

17.16.INDEMNIFICATION. Each person who is or shall have been a member of the Committee, or of the Board, or an officer of the Company to whom authority was delegated in accordance with Article 4 shall be indemnified and held harmless by the Company against and from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by him or her in connection with or resulting from any claim, action, suit, or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action taken or failure to act under the Plan and against and from any and all amounts paid by him or her in settlement thereof, with the Company’s approval, or paid by him or her in satisfaction of any judgment in any such action, suit, or proceeding against him or her, provided he or she shall give the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf, unless such loss, cost, liability, or expense is a result of his or her own willful misconduct or except as expressly provided by statute. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled under the Company’s charter or bylaws, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless.

78						Roper Technologies, Inc. 2016 Proxy Statement

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ROPER TECHNOLOGIES, INC.

6901 PROFESSIONAL PKWY EAST

SARASOTA, FL 34240

ATTN: LEGAL DEPT

VOTE BY INTERNET -www.proxyvote.com

Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time on May 26, 2016. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS

If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.

VOTE BY PHONE - 1-800-690-6903

Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time on May 26, 2016. Have your proxy card in hand when you call and then follow the instructions.

VOTE BY MAIL

Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

E07750-P73229                    KEEP THIS PORTION FOR YOUR RECORDS

DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

ROPER TECHNOLOGIES, INC.

For All

Withhold All

For All Except

The Board of Directors recommends you vote FOR the following:

1.

Election of Directors

¨

¨

¨

ROPER INDUSTRIES, INC.

Nominees:

For All

Withhold All

01)   Amy Woods Brinkley

06)   Wilbur J. Prezzano

For All Except

02)   John F. Fort, III

07)   Laura G. Thatcher

03)   Brian D. Jellison

08)   Richard F. Wallman

04)   Robert D. Johnson

09)   Christopher Wright

05)   Robert E. Knowling, Jr.

To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below.

The Board of Directors recommends you vote FOR the following:

1.

Election of Directors

¨

¨

¨

Nominees:

01)     David W. Devonshire

02)     John F. Fort III

03)     Brian D. Jellison

The Board of Directors recommends you vote FOR the following proposals:

For

Against

Abstain

The Board of Directors recommends you vote FOR the following proposal:

For

Against

Abstain

2.

To consider, on a non-binding, advisory basis, a resolution approving the compensation of our named executive officers.

¨

¨

¨

3.

¨

4.         To ratify of the appointment of PricewaterhouseCoopers LLP as the independent registered accounting firm of the Company.

¨

¨

¨

3.4.

To consider a proposal to amendapprove the Company’s Certificate of Incorporation to provide for the annual election of all directors.

Roper Technologies, Inc. 2016 Incentive Plan.

¨

¨

¨

¨

5.

5.         To transact any other business properly brought before the meeting.

NOTE:The shares represented by this proxy, when properly executed, will be voted in the manner directed herein by the undersigned Stockholder(s)Shareholder(s).If no direction is made, this proxy will be voted FOR all nominees listed and FOR Proposals 2, 3 and 4.If any other matters properly come before the meeting, the person(s) named in this proxy will vote in their discretion.

For address changes and/or comments, please check this box and write them on the back where indicated.

¨

Please indicate if you plan to attend this meeting. ��

¨ Yes

¨ No

Yes

No

Please sign your name exactly as it appears hereon. When signing as attorney, executor, administrator, trustee or guardian, please add your title as such. When signing as joint tenants, all parties in the joint tenancy must sign. If a signer is a corporation, please sign in full corporate name by duly authorized officer.

Signature [PLEASE SIGN WITHIN BOX]

Date

Signature (Joint Owners)

Date

Signature (Joint Owners)

Date

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Important Notice Regarding Internet Availability of Proxy Materials for the Annual Meeting to be

Held on May 24, 2013:27, 2016:

The Notice and Proxy Statement and Annual Report to StockholdersShareholders are available at www.proxyvote.com.

 

— — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — —

M58385-P37913      

E07751-P73229

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

ANNUAL MEETING OF SHAREHOLDERS

MAY 27, 2016

The undersigned hereby authorize(s) BRIAN D. JELLISON and DAVID B. LINER, or either of them, as proxies, and each with full power of substitution and revocation, to represent and vote the shares of common stock the undersigned would be entitled to vote if personally present at the Annual Meeting of Shareholders to be held on May 27, 2016, at 6901 Professional Parkway East, Suite 200, Sarasota, Florida 34240 at 9:30 a.m. (local time) and at any adjournments or postponements thereof.

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED BY THE SHAREHOLDER. IF NO SUCH DIRECTIONS ARE MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE NOMINEES LISTED ON THE REVERSE SIDE AND FOR PROPOSALS 2, 3 AND 4.

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED REPLY ENVELOPE.

 

			THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS ANNUAL MEETING OF STOCKHOLDERS MAY 24, 2013 The undersigned hereby authorize(s) BRIAN D. JELLISON and DAVID B. LINER, or either of them as proxies, and each with full power of substitution and revocation, to represent and vote the shares of common stock the undersigned would be entitled to vote if personally present at the Annual Meeting of Stockholder to be held on May 24, 2013 at 6901 Professional Parkway East, Suite 200, Sarasota, Florida 34240 at 12:00 noon (local time) and at any adjournments or postponements thereof. THIS PROXY, WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED BY THE STOCKHOLDER. IF NO SUCH DIRECTIONS ARE MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE NOMINEES LISTED ON THE REVERSE SIDE AND FOR PROPOSALS 2, 3, AND 4. PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED REPLY ENVELOPE
				Address Changes/Comments:
				(If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.) CONTINUED AND TO BE SIGNED ON REVERSE SIDE

(If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.)

CONTINUED AND TO BE SIGNED ON REVERSE SIDE