NON-QUALIFIED STOCK OPTION AGREEMENT Rogers Corporation (“Rogers” or the “Company”) hereby grants to _____________, (the “Employee” or the “Optionee”) as of ____________________(the “Option Date”), an option to purchase a maximum of ________ shares of...
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Exhibit
10ar
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Corporation (“▇▇▇▇▇▇” or the “Company”) hereby grants to _____________, (the
“Employee” or the “Optionee”) as of ____________________(the “Option Date”), an
option to purchase a maximum of ________ shares of its Capital Stock at the
price of $ ________ per share, subject to the following:
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1.
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Relationship
to 1988 Stock Option Plan.
This option is granted pursuant to the ▇▇▇▇▇▇ Corporation 1988 Stock
Option Plan, as amended (the “Plan”), and is in all respects subject to
its terms, conditions, limitations and definitions. Determinations
made in
connection with this option shall be governed by the Plan.
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2.
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Time
When the Option Will be Exercisable.
This option shall become exercisable in accordance with the earliest
of
the following schedules:
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a.
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If
the Employee continues in the employ of ▇▇▇▇▇▇ or any Subsidiary
or Parent
Corporation, as determined pursuant to the Plan, this option will
become
exercisable on the second anniversary of the Option Date as to the
first
one-third of the shares subject to the option, on the third anniversary
of
the Option Date as to the second one-third, and on the fourth anniversary
of the Option Date as to the balance;
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b.
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If
the Employee terminates employment by reason of Normal Retirement
or Early
Retirement (as those terms are defined in the Plan) this option will
become fully exercisable; or
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c.
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In
accordance with Paragraph 13.
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This
option shall remain exercisable until it expires on the tenth anniversary of
the
Option Date, unless the option is sooner terminated as hereinafter provided.
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3.
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Purchase
Only for Investment.
To
insure ▇▇▇▇▇▇’ 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 option pursuant to Paragraph 7 (together, the “Investor”),
that shares will be purchased in the exercise of the 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 ▇▇▇▇▇▇ such distribution is in compliance with or exempt
from
the registration and prospectus requirements of that Act, and the
Investor
agrees to sign a certificate to such effect at the time of exercising
the
option.
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4.
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Termination
of Option.
In
the event that the Employee ceases to be employed by ▇▇▇▇▇▇ or any
Subsidiary or Parent Corporation, as determined pursuant to the Plan,
at
any time prior to exercise of this option in full, this option shall
terminate and may no longer be exercised, except as follows:
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a.
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if
the Employee’s employment shall have been terminated for any reason other
than Normal or Early Retirement or Disability (as those terms are
defined
in the Plan) or death, the Employee may at any time within a period
of
three months after such termination of employment exercise this option
to
the extent it was exercisable on the date of termination of the Employee’s
employment;
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b.
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if
the Employee’s employment shall have terminated by reason of Normal or
Early Retirement (as defined in the Plan), the unexercised portion
of this
option shall become immediately vested and exercisable in full, and
the
Employee may at any time within a period of three years after the
date of
such Normal or Early Retirement exercise this option;
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c.
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if
the Employee’s employment shall have been terminated because of Disability
(as defined in the Plan), the Employee may at any time within a period
of
one year after such termination of employment exercise this option
to the
extent that the option was exercisable on the date of termination
of the
Employee’s employment; and
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d.
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if
the Employee’s employment shall have been terminated because of death, the
option, to the extent that the Employee was entitled to exercise
it on the
date of death, may be exercised within a period of one year after
the
Employee’s death by the person or persons to whom the Employee’s rights
under the option shall pass under Paragraph 16 or by will or the
laws of
descent and distribution;
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provided,
however, that this option may not be exercised to any extent by anyone after
the
date of expiration of the option as described in Paragraph 2 hereof.
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5.
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Partial
Exercise.
Exercise of this option to the extent exercisable may be made in
whole or
in part at any time and from time to time within the above limits,
provided that it may not be exercised for fewer than fifty shares
unless
the extent to which it may become exercisable cannot increase, in
which
event it may be exercised for the entire balance as to which it is
exercisable.
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6.
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Manner
of Exercise.
This 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, by check or by 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 option purchase price; provided that in the
event
the Employee chooses to pay the 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.
Ownership
of shares of Capital Stock to be purchased pursuant to the exercise of the
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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7.
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Option
Transferable in Limited Circumstances.
This 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 ▇▇▇▇▇▇ to be bound by the terms
of this
Agreement. Except as permitted in the preceding sentence, this option
is
not transferable otherwise than by will or by the laws of descent
and
distribution, and, the option shall be exercisable during the Employee’s
lifetime only by the Employee.
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8.
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No
Obligation to Continue Employment.
Neither ▇▇▇▇▇▇ nor any Subsidiary or Parent Corporation is obligated
by or
as a result of the Plan or this Agreement to continue the Employee
in
employment.
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9.
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No
Obligation to Exercise Option.
The
grant and acceptance of this option imposes no obligation on the
Employee
to exercise it.
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10.
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No
Rights as Stockholder Until Exercise.
The
option holder shall have the rights of a stockholder only as to shares
of
Capital Stock acquired upon exercise of this option and not as to
any
shares of Capital Stock covered by an unexercised portion of this
option.
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11.
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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
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.
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12.
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Capital
Changes and Business Successions.
In
the event of any change in the outstanding shares of Capital Stock
that
occurs after the Option Date by reason of a stock dividend or split,
recapitalization, merger, consolidation, combination, exchange of
shares,
or other similar corporate change as to which ▇▇▇▇▇▇ is a surviving
corporation, the maximum number of shares of Capital Stock that are
subject to this option and the number, kind and option price of shares
covered by this option to the extent it is then outstanding, shall
be
adjusted appropriately by the Committee (as defined in the Plan),
whose
determination shall be conclusive; provided, however, that fractional
shares shall be rounded to the nearest whole share.
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13.
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Merger;
Sale of Assets.
Upon a determination by the Board of Directors of ▇▇▇▇▇▇ that an
event has
occurred that will or is likely to result in a merger or a similar
reorganization which ▇▇▇▇▇▇ will not survive or a sale of all or
substantially all of the assets of ▇▇▇▇▇▇ (a “cessation event”), the
unexercised portion of this option shall become exercisable in full
immediately (or as of the date which is 180 days preceding such cessation
event, if later than such determination). The occurrence of a cessation
event shall cause this option to terminate, to the extent not then
exercised, unless any surviving entity agrees to assume the rights
and
obligations hereunder.
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14.
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Tax
Withholding.
Upon the exercise of this option or any portion thereof, the Employee
hereby agrees that such exercise will not be effective, and no shares
will
become transferable to the Employee, until the Employee makes appropriate
arrangements with ▇▇▇▇▇▇ for income or employment tax withholding
as may
be required by federal, state or local law on account of such exercise.
The Employee may satisfy his or her withholding obligation, if any,
in
whole or in part, by electing (a) to make a payment to ▇▇▇▇▇▇ in
cash, by
check or by other instrument acceptable to ▇▇▇▇▇▇, (b) subject to
the
general or specific approval of the Committee, to deliver to ▇▇▇▇▇▇
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 (c) by any combination of
(a) and
(b) and 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 Employee to have ▇▇▇▇▇▇ withhold
a
number of shares which would otherwise be issued pursuant to this
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 (if permitted by the Committee) or of delivered shares
shall
be based on the Fair Market Value (as defined in the Plan) of shares
as of
the date the amount of tax to be withheld is determined.
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Page 4
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15.
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Tax
Status.
Options granted under this Agreement are intended not to qualify
as
“incentive” stock options under Section 422 of the Internal Revenue Code
of 1986, as amended.
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16.
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Beneficiary
Designation.
The
Optionee may designate beneficiary(ies) to whom shall be transferred
any
rights under the option which survive the Optionee’s death.
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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 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 option
and
agree to its terms and conditions: