(11)	Stock-Based Compensation

The Roper Industries, Inc. Amended and Restated 2006 Incentive Plan ("2006 Plan") is a stock-based compensation plan used to grant incentive stock options, nonqualified stock options, restricted stock, stock appreciation rights or equivalent instruments to the Company's employees, officers, directors and consultants. The 2006 Plan replaced the Amended and Restated 2000 Incentive Plan ("2000 Plan"), and no additional grants will be made from the 2000 Plan. The number of shares reserved for issuance under the 2006 Plan is 14,000,000, plus 17,000 remaining shares that were available to grant under the 2000 Plan at June 28, 2006, plus any shares underlying outstanding awards under the 2000 Plan that terminate or expire unexercised, or are cancelled, forfeited or lapse for any reason subsequent to June 28, 2006. At December 31, 2014, 4,494,756 shares were available to grant.

Under the Roper Industries, Inc., Employee Stock Purchase Plan ("ESPP"), all employees in the U.S. and Canada are eligible to designate up to 10% of eligible earnings to purchase Roper's common stock at a 5% discount to the average closing price of its common stock at the beginning and end of a quarterly offering period. Common stock sold to the employees may be either treasury stock, stock purchased on the open market, or newly issued shares.

Stock based compensation expense for the years ended December 31, 2014, 2013 and 2012 was as follows (in millions):

	2014		2013		2012
Stock based compensation	$	63.0	$	53.4	$	40.8
Tax benefit recognized in net income		22.1		18.7		14.3
Windfall tax benefit, net		21.5		16.0		30.8

Stock Options – Stock options are typically granted at prices not less than 100% of market value of the underlying stock at the date of grant. Stock options typically vest over a period of three to five years from the grant date and expire ten years after the grant date. The Company recorded $16.6 million, $16.9 million, and $14.8 million of compensation expense relating to outstanding options during 2014, 2013 and 2012, respectively, as a component of general and administrative expenses, primarily at corporate.

The Company estimates the fair value of its option awards using the Black-Scholes option valuation model. The stock volatility for each grant is measured using the weighted-average of historical daily price changes of the Company's common stock over the most recent period equal to the expected life of the grant. The expected term of options granted is derived from historical data to estimate option exercises and employee forfeitures, and represents the period of time that options granted are expected to be outstanding. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. The weighted-average fair value of options granted in 2014, 2013 and 2012 were calculated using the following weighted-average assumptions:

	2014		2013		2012
Weighted-average fair value ($)		34.95		37.08		30.25
Risk-free interest rate (%)		1.63		0.86		0.77
Average expected option life (years)		5.22		5.19		5.24
Expected volatility (%)		27.01		36.09		36.51
Expected dividend yield (%)		0.58		0.56		0.58

The following table summarizes the Company's activities with respect to its stock option plans for the years ended December 31, 2014 and 2013:

	Number of shares			Weighted-average exercise price per share		Weighted-average contractual term		Aggregate intrinsic value
Outstanding at January 1, 2013		2,918,195		$	63.15
Granted		601,350			117.78
Exercised		(424,945	)		56.48
Canceled		(106,164	)		98.74
Outstanding at December 31, 2013		2,988,436			74.00		6.22		$	193,279,214
Granted		650,000			137.05
Exercised		(587,661	)		55.98
Canceled		(69,664	)		116.29
Outstanding at December 31, 2014		2,981,111			90.48		6.37		$	196,378,239
Exercisable at December 31, 2014		1,811,238		$	68.02		4.91		$	159,978,254

The following table summarizes information for stock options outstanding at December 31, 2014:

		Outstanding options						Exercisable options
Exercise price		Number		Average exercise price		Average remaining life (years)		Number		Average exercise price
$	31.66 - 47.49		110,598	$	41.82		4.2		110,598	$	41.82
	47.50 - 63.32		911,913		54.10		3.3		911,913		54.10
	63.33 - 79.15		379,830		72.62		6.1		379,830		72.62
	79.16 - 94.98		325,632		92.70		7.0		216,610		92.24
	94.99 - 110.81		89,049		97.99		7.5		51,717		98.07
	110.82- 126.64		512,589		117.12		8.2		124,727		116.27
	126.65 - 142.47		573,000		135.14		9.2		15,843		133.77
	142.48 - 158.30		78,500		150.38		9.7		-		-
$	31.66 - 158.30		2,981,111	$	90.48		6.4		1,811,238	$	68.02

At December 31, 2014, there was $27.6 million of total unrecognized compensation expense related to nonvested options granted under the Company's share-based payment plans. That cost is expected to be recognized over a weighted-average period of 1.9 years. The total intrinsic value of options exercised in 2014, 2013 and 2012 was $50.3 million, $28.8 million and $86.0 million, respectively. Cash received from option exercises under all plans in 2014 and 2013 was $32.5 million and $24.0 million, respectively.

Restricted Stock Grants - During 2014 and 2013, the Company granted 375,060 and 399,540 shares, respectively, of restricted stock to certain employee and director participants under the 2006 Plan. Restricted stock grants generally vest over a period of 1 to 3 years. The Company recorded $46.4 million, $36.5 million and $25.9 million of compensation expense related to outstanding shares of restricted stock held by employees and directors during 2014, 2013 and 2012, respectively. A summary of the Company's nonvested shares activity for 2014 and 2013 is as follows:

	Number of shares			Weighted-average grant date fair value
Nonvested at December 31, 2012		571,905		$	80.96
Granted		399,540			117.74
Vested		(373,946	)		126.80
Forfeited		(23,649	)		124.48
Nonvested at December 31, 2013		573,850		$	103.44
Granted		375,060			142.30
Vested		(378,994	)		153.16
Forfeited		(27,361	)		106.60
Nonvested at December 31, 2014		542,555		$	130.29

At December 31, 2014, there was $43.4 million of total unrecognized compensation expense related to nonvested awards granted to both employees and directors under the Company's share-based payment plans. That cost is expected to be recognized over a weighted-average period of 2.2 years. Unrecognized compensation expense related to nonvested shares of restricted stock grants is recorded as a reduction to additional paid-in capital in stockholder's equity at December 31, 2014.

Employee Stock Purchase Plan - During 2014, 2013 and 2012, participants of the ESPP purchased 20,368, 20,211 and 22,863 shares, respectively, of Roper's common stock for total consideration of $2.8 million, $2.4 million, and $2.2 million, respectively. All of these shares were purchased from Roper's treasury shares. The Company had no compensation expense relating to the stock purchase plan during 2014, 2013 and 2012.