ROGERS CORPORATION NON-QUALIFIED STOCK OPTION AGREEMENT (For Officers, Employees, and Other Key Persons)
Page
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4
Exhibit
10au
▇▇▇▇▇▇
CORPORATION
1998
STOCK
INCENTIVE PLAN
(For
Officers, Employees, and Other Key Persons)
Pursuant
to the ▇▇▇▇▇▇ Corporation 1998 Stock Incentive Plan (the “Plan”), ▇▇▇▇▇▇
Corporation (the “Company”) hereby grants to ______________________ (the
“Employee” or 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”).
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1.
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Timing
of Exercise.
This Stock Option shall be immediately exercisable in full as of
the Grant
Date. 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.
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2.
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Sale
of Issued Shares.
In
the event that the Optionee exercises the Stock Option prior to
the fourth
anniversary of the Grant Date, except as provided in Section 5
below, the
shares of Capital Stock acquired upon such exercise (the "Issued
Shares")
may not be sold, assigned, transferred (including any transfer
to the
Company in payment of the option price or withholding taxes of
any stock
option), pledged, given away or in any other manner disposed of
or
encumbered, by the Optionee until the earliest to occur of: (a)
the
termination of the Optionee’s employment with the Company and its
Subsidiaries by reason of Retirement (as defined in the Plan);
(b) the
termination of the Optionee’s employment with the Company and its
Subsidiaries by reason of death; (c) the termination of the Optionee’s
employment with the Company and its Subsidiaries by reason of Disability
(as defined in the Plan); (d) the involuntary termination of the
Optionee’s employment with the Company and its Subsidiaries by the Company
and/or its Subsidiaries for any reason; (e) a Cessation Event
Determination Date (as defined in Section 13 below); and (f) the
fourth
anniversary of the Grant Date (the earliest of such dates or events,
the
"Restriction Termination Date"). In order to effectuate the foregoing,
upon the exercise of the Stock Option prior to the Restriction
Termination
Date and until the Restriction Termination Date, the Issued Shares
shall,
at the discretion of the Company, either be retained by the Company
and/or
shall bear a legend describing the restrictions on the sale of
the Issued
Shares as described herein.
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3.
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Termination
of Stock Option.
If
the Employee’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 for a period of three (3) months from the date of termination
of
employment or the tenth anniversary of the Grant Date, if earlier.
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a.
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Termination
by Reason of Death.
If
the Employee’s employment by the Company and its Subsidiaries terminates
by reason of death, the Stock Option may thereafter be exercised
by the
Optionee’s beneficiary for a period of five (5) years from the date of
death or until the tenth anniversary of the Grant Date, if earlier.
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Page 2
of 4
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b.
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Termination
by Reason of Disability or Retirement.
If
the Employee’s employment by the Company and its Subsidiaries has
terminated by reason of Disability (as defined in the Plan), the
Stock
Option may thereafter be exercised for a period of five (5) years
from the
date of such termination of employment or until the tenth anniversary
of
the Grant Date, if earlier. If the Employee’s employment by the Company
and its Subsidiaries has terminated by reason of Retirement (as
defined in
the Plan), the Stock Option may thereafter be exercised for a period
of
five (5) years from the date of such termination of employment
or until
the tenth anniversary of the Grant Date, if earlier.
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4.
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Manner
of Exercise.
The
Stock Option may be exercised in whole or in part by giving notice
of
exercise to the Company, or the Company’s designee, specifying the number
of shares to be purchased. Payment of the purchase price may be
made by
one or more of the following methods:
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a.
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In
cash, check or other instrument acceptable to the Company;
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b.
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In
the form of shares of Capital Stock (either actually or by attestation)
that the Employee has beneficially owned for more than six months
and that
are not then subject to restrictions under any Company plan. Such
surrendered or attested shares shall be valued at Fair Market Value
(as
defined in the Plan) on the exercise date; or
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c.
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Delivery
by a broker of cash, a check or other instrument payable and acceptable
to
the Company to pay the Stock Option purchase price; provided that
in the
event the Employee chooses to pay the Stock Option purchase price
as so
provided, the Employee and the broker shall comply with such procedures
and enter into such agreements of indemnity and such other agreements
as
the Company shall prescribe as a condition of such payment procedure.
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Payment
instruments will be received subject to collection.
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5.
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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 Employee 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.
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6.
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Stock
Option Transferable in Limited Circumstances.
The
Stock Option, and, prior to the Restriction Termination Date, the
Issued
Shares, 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, and, prior to the Restriction Termination
Date, the Issued Shares, are not transferable otherwise than by
will or by
the laws of descent and distribution, and the Stock Option shall
be
exercisable during the Employee’s lifetime only by the Employee.
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7.
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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.
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Page
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4
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8.
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Rights
as a Stockholder.
The
Employee shall have the rights of a stockholder 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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9.
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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.
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10.
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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.
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11.
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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 meanings specified in the Plan, unless
a
different meaning is specified herein.
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12.
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No
Obligation to Exercise Stock Option.
The
grant and acceptance of the Stock Option imposes no obligation
on the
Employee to exercise it.
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13.
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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 Employee in employment.
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14.
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Sale
Event.
Upon a determination by the Company that an event has occurred
that will
or is likely to result in a merger or similar reorganization which
the
Company will not survive or a sale of all or substantially all
of the
assets of the Company (a “Cessation Event”), the restrictions on the sale
of the Issued Shares described in Section 2 above shall cease immediately
(or as of the date which is 180 days preceding such Cessation Event,
if
later than such determination) (such date, the "Cessation Event
Determination Date"). The occurrence of a Cessation Event shall
cause this
Stock Option to terminate, to the extent not then exercised, unless
any
surviving entity agrees to assume this Stock Option.
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15.
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Purchase
Only for Investment.
To
insure the Company’s compliance with the Securities Act of 1933, as
amended, the Employee agrees for himself or herself, the Employee’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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Page 4
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16.
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Governing
Law.
This Agreement and the Stock Option shall be governed by the laws
of the
Commonwealth of Massachusetts.
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17.
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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
Employee 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.
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18.
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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.
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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: