Exhibit 10.6
ROGERS CORPORATION
2009 LONG-TERM EQUITY COMPENSATION
PLAN
NON-QUALIFIED STOCK OPTION
AGREEMENT
(For Officers and
Employees)
Pursuant to the
Rogers Corporation 2009 Long-Term Equity Compensation Plan (the
“Plan”), Rogers Corporation (the “Company”)
hereby grants to _________________ (the “Optionee”), a
non-qualified stock option (this “Stock Option”) to
purchase a maximum of ___________ shares of (capital) common stock
of the Company (the “Capital Stock”) at the price of
$_________ per share, subject to the terms of this agreement (this
“Agreement”). This Stock Option is granted
as of _______________ (the “Grant Date”), subject to
approval of the Plan by the Company’s shareholders at the
2009 annual meeting (or any adjournment thereof). If the
Plan is not then approved by the Company’s shareholders, this
Agreement and this Stock Option shall be
void. Notwithstanding anything to the contrary in this
Agreement, in no event shall this Stock Option be exercisable prior
to the Plan being approved by the Company’s
shareholders.
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1.
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Timing of
Exercise . Subject to
Section 2 below, this Stock Option shall become vested and
exercisable as follows: if the Optionee continues in the employ of
the Company or any Affiliate, this Stock Option will become
exercisable on the second anniversary of the Grant Date as to the
first one-third of the shares subject to this Stock Option, on the
third anniversary of the Grant Date as to the second one-third, and
on the fourth anniversary of the Grant Date as to the balance;
except that upon the occurrence of a Change in Control (as defined
in the Plan) the vesting and exercisability of this Stock Option
shall be accelerated on and after a Change in Control (as defined
in the Plan) as provided under Section 11.9 of the
Plan. The Optionee shall be considered to be employed
for purposes of this Stock Option until the Optionee’s
Termination of Service (as defined in the Plan). This Stock Option
shall remain exercisable until it expires on the tenth anniversary
of the Grant Date, unless this Stock Option is sooner terminated as
provided herein.
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2.
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Termination
of Stock Option . If the
Optionee’s employment by the Company and its Affiliates
terminates for any reason, other than death, Disability or
Retirement as provided below, this Stock Option may thereafter be
exercised, to the extent it was vested and exercisable on
Termination of Service for a period of three months from such date
or, if earlier, the tenth anniversary of the Grant Date.
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(a)
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Termination
by Reason of Death or Disability . If the Optionee’s employment by the
Company and its Affiliates terminates by reason of death or
Disability, this 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, if earlier, until the tenth anniversary of the
Grant Date. For purposes of this Stock Option,
“Disability” means the Optionee’s inability, due
to physical or mental incapacity resulting from injury, sickness or
disease, for one hundred and eighty (180) days in any twelve-month
period to perform his or her duties hereunder.
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(b)
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Termination
by Reason of Retirement .
If the Optionee’s employment by the Company and its
Affiliates terminates by reason of Retirement, this 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, if earlier, until the tenth
anniversary of the Grant Date. For purposes of this
Stock Option, “Retirement” means Termination of Service
after the Optionee attains fifty-five years of age and completes at
least five years of vesting service. For avoidance of
doubt, it is not necessary to complete five years of vesting
service prior to attaining age fifty-five in order to qualify for
Retirement. For purposes of this Section 2.2(b),
“years of vesting service” shall be determined in the
same manner as provided for under the Section 401(k) plan
maintained by the Company as in effect on February 11,
2009.
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3.
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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:
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(a)
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In cash, by
check, electronic transfer of funds or by other cash equivalent
acceptable to the Company;
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(b)
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In Shares
(either actually or by attestation) valued at its Fair Market Value
(as defined in the Plan) as of the date of tender or
attestation;
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(c)
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By instructing
the Company to retain from Shares otherwise issuable upon the
exercise of this Stock Option a number of Shares having a Fair
Market Value equal to all or a portion of the purchase price as of
the date of exercise (a “net-exercise”) under Section
5.4(c) of the Plan; or
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