ROGERS CORPORATION NON-QUALIFIED STOCK OPTION AGREEMENT (For Non-Employee Directors)
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Exhibit
10am-1
▇▇▇▇▇▇
CORPORATION
2005
EQUITY COMPENSATION PLAN
(For
Non-Employee Directors)
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.
This Stock Option shall be fully exercisable upon the Grant Date. This
Stock Option shall remain exercisable until it expires on the tenth anniversary
of the Grant Date, regardless of whether the Optionee continues to be a director
of the Company, unless the Stock Option is sooner terminated as provided
in
Section 5 below. In the event of the Optionee’s death, this Stock Option
may thereafter be exercised by the Optionee’s beneficiary pursuant to the terms
of this Agreement.
2.
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.
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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
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.
3.
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.
4.
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.
5.
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.
6.
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.
7.
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.
8.
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.
9.
No
Obligation to Exercise Stock Option.
The grant and acceptance of the Stock Option imposes no obligation on the
Optionee to exercise it.
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10.
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.
11.
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.
12.
Governing
Law.
This Agreement and the Stock Option shall be governed by the laws of the
Commonwealth of Massachusetts, United States of America.
13.
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 website ( ▇▇▇▇://▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇.▇▇▇)
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: