ROGERS CORPORATION NON-QUALIFIED STOCK OPTION AGREEMENT (For Officers and Employees)
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Exhibit
10ah-2
▇▇▇▇▇▇
CORPORATION
2005
EQUITY COMPENSATION PLAN
(For
Officers and Employees)
Pursuant
to the ▇▇▇▇▇▇ Corporation 2005 Equity Compensation Plan (the "Plan"), ▇▇▇▇▇▇
Corporation (the "Company") hereby grants to ___________________ (the
"Optionee"), a non-qualified stock option (the "Stock Option") to purchase
a
maximum of ________ shares of capital stock of the Company (the "Capital
Stock")
at the price of $ ______ per share, subject to the terms of this
Agreement. The Stock
Option
is
granted as of ___________________ (the "Grant Date").
1.
Timing
of Exercise.
Subject
to Section 2 below, this Stock Option shall become exercisable as follows:
_____________________________; except that upon the occurrence of a Sale
Event
(as defined in the Plan) or for the reasons stated in Sections 2(a) or 2(b)
below, this Stock Option shall become fully exercisable. This Stock Option
shall
remain exercisable until it expires on the tenth anniversary of the Grant
Date,
unless the Stock Option is sooner terminated as provided herein.
2.
Termination
of Stock Option.
If the
Optionee’s employment by the Company and its Subsidiaries terminates for any
reason, other than death, Disability, or Retirement (as defined in the Plan
and
described below), the Stock Option may thereafter be exercised, to the extent
it
was exercisable on the date of termination of employment, for a period of
three
months from the date of termination of employment or the tenth anniversary
of
the Grant Date, if earlier.
(a)
Termination
by Reason of Death.
If the
Optionee’s employment by the Company and its Subsidiaries terminates by reason
of death, the Stock Option shall become immediately vested and exercisable
in
full and may thereafter be exercised by the Optionee’s beneficiary for a period
of five years from the date of death or until the tenth anniversary of the
Grant
Date, if earlier.
(b)
Termination
by Reason of Disability or Retirement.
If the
Optionee’s employment by the Company and its Subsidiaries terminates by reason
of Disability (as defined in the Plan), the Stock Option shall become
immediately vested and exercisable in full and may thereafter be exercised
for a
period of five years from the date of such termination of employment or until
the tenth anniversary of the Grant Date, if earlier. If the Optionee’s
employment by the Company and its Subsidiaries terminates by reason of
Retirement (as defined in the Plan), the Stock Option shall become immediately
vested and exercisable in full and may thereafter be exercised for a period
of
five years from the date of such termination of employment or until the tenth
anniversary of the Grant Date, if earlier.
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3.
Manner
of Exercise.
This
Stock Option may be exercised in whole or in part by giving written or
electronic notice of exercise to the Company or the Company’s designee
designated to accept such notices specifying the number of shares to be
purchased. Payment of the purchase price may be made by one or more of the
following methods:
(a)
In
cash,
by check, or by other instrument acceptable to the Company;
(b)
In
Capital
Stock (either actually or by attestation) valued at its Fair Market Value
(as
defined in the Plan) as of the date of exercise; or
(c)
By
a
combination of (a) and (b).
The
Optionee may also deliver to the Company or the Company’s designee a properly
executed exercise notice together with irrevocable instructions to a broker
to
promptly deliver to the Company cash, a check or other instrument acceptable
to
the Company to pay the purchase price; provided that the Optionee and the
broker
shall comply with such procedures and enter into such agreements of indemnity
and other agreements as the Company shall prescribe as a condition of such
payment. Payment instructions will be received subject to collection.
Ownership
of shares of Capital Stock to be purchased pursuant to the exercise of the
Stock
Option will be contingent upon receipt by the Company of the full purchase
price
for such shares and the fulfillment of any other requirements contained in
the
Plan, this Agreement and applicable provisions of law. In the event the Optionee
chooses to pay the purchase price by previously-owned shares of Capital Stock
through the attestation method, only the net amount of shares shall be
issued.
4.
Stock
Option Transferable in Limited Circumstances.
This
Stock Option may be transferred to a family member, trust or charitable
organization to the extent permitted by applicable law; provided that the
transferee agrees in writing with the Company to be bound by the terms of
this
Agreement and the Plan. Except as permitted in the preceding sentence, the
Stock
Option is not transferable otherwise than by will or by the laws of descent
and
distribution, and this Stock Option shall be exercisable during the Optionee’s
lifetime only by the Optionee.
5.
Stock
Option Shares.
The
shares to be issued under the Plan are shares of the Capital Stock of the
Company as constituted as of the date of this Agreement, subject to adjustment
as provided in Section 3(b) of the Plan.
6.
Sale
Event.
The
occurrence of a Sale Event (as defined in the Plan) shall cause this Stock
Option to terminate, to the extent not then exercised, unless any surviving
entity agrees to assume this Stock Option.
7.
Rights
as a Shareholder.
The
Optionee shall have the rights of a shareholder only as to shares of Capital
Stock acquired upon exercise of the Stock Option and not as to any shares
of
Capital Stock covered by unexercised Stock Options. Except as otherwise
expressly provided in the Plan, no adjustment shall be made for dividends
or
other rights for which the record date is prior to the date such shares are
acquired.
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8.
Tax
Withholding.
The
Optionee hereby agrees that the exercise of this Stock Option or any installment
thereof will not be effective, and no shares will become transferable to
the
Optionee, until the Optionee makes appropriate arrangements with the Company
for
such income and employment tax withholding as may be required of the Company
under applicable United States federal, state or local law on account of
such
exercise. The Optionee may satisfy the obligation(s), in whole or in part,
by
electing (i) to make a payment to the Company in cash, by check or by other
instrument acceptable to the Company, (ii) subject to the general or specific
approval of the Compensation and Organization Committee of the Board of
Directors of the Company (the "Committee"), to deliver to the Company a number
of already-owned shares of Capital Stock having a value not greater than
the
amount required to be withheld (such number may be rounded up to the next
whole
share), or (iii) by any combination of (i) and (ii) and/or the procedures
described in the following sentence. The Committee may also permit, in its
sole
discretion and in accordance with such procedures as it deems appropriate,
the
Optionee to have the Company withhold a number of shares which would otherwise
be issued pursuant to this Stock Option having a value not greater than the
amount required to be withheld (such number may be rounded up to the next
whole
share). The value of shares to be withheld or delivered (if permitted by
the
Committee) shall be based on the Fair Market Value of a share of Capital
Stock
as of the date the amount of tax to be withheld is to be
determined.
9.
Tax
Status.
The
Stock Option is not intended to qualify as an incentive stock option under
Section 422 of the Internal Revenue Code of 1986, as amended.
10.
The
Plan.
The
Stock Option is subject in all respects to the terms, conditions, limitations
and definitions contained in the Plan. In the event of any discrepancy or
inconsistency between this Agreement and the Plan, the terms and conditions
of
the Plan shall control. Capitalized terms in this Agreement shall have the
meaning specified in the Plan, unless a different meaning is specified
herein.
11.
No
Obligation to Exercise Stock Option.
The
grant and acceptance of the Stock Option imposes no obligation on the Optionee
to exercise it.
12.
No
Obligation to Continue Employment.
Neither
the Company nor any Subsidiary is obligated by or as a result of the Plan
or
this Agreement to continue the Optionee in employment.
13.
Notices.
Notices
hereunder shall be mailed or delivered to the Company at its principal place
of
business and shall be mailed or delivered to the Optionee at the address
on file
with the Company or, in either case, at such other address as one party may
subsequently furnish to the other party in writing.
14.
Purchase
Only for Investment.
To
insure the Company’s compliance with the Securities Act of 1933, as amended, the
Optionee agrees for himself or herself, the Optionee’s legal representatives and
estate, or other persons who acquire the right to exercise the Stock Option
upon
his or her death, that shares will be purchased in the exercise of the Stock
Option for investment purposes only and not with a view to their distribution,
as that term is used in the Securities Act of 1933, as amended, unless in
the
opinion of counsel to the Company such distribution is in compliance with
or
exempt from the registration and prospectus requirements of that
Act.
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15.
Governing
Law.
This
Agreement and the Stock Option shall be governed by the laws of the Commonwealth
of Massachusetts, United States of America.
16.
Beneficiary
Designation.
The
Optionee may designate beneficiary(ies) to whom shall be transferred any
rights
under the Stock Option which survive the Optionee’s death.
To
obtain
the beneficiary designation form, please go to the "Options and Equity Awards"
section of the Schwab Equity Award Center website (▇▇▇▇://▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇.▇▇▇/)
after
completing the login procedure and click on the "Review message" from your
"employer" and then click on the "Equity Awards Beneficiary Designation Form".
Alternatively, you may request this beneficiary designation form by sending
an
e-mail to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
or
calling the Office of the Corporate Secretary of ▇▇▇▇▇▇ Corporation at
800-227-6437 ext. 5566.
In
the
absence of an effective beneficiary designation, the Optionee acknowledges
that
any rights under the Stock Option which survive the Optionee’s death shall be
rights of his or her estate.
By:
▇▇▇▇▇▇
Corporation
By
clicking Accept below I hereby acknowledge receipt of the foregoing Stock
Option
and agree to its terms and conditions: