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Exhibit 10.4
ROGERS CORPORATION
2005 EQUITY COMPENSATION PLAN
NON-QUALIFIED STOCK OPTION AGREEMENT
(For Officers and Employees)
Pursuant to the Rogers Corporation 2005 Equity Compensation Plan
(the
"Plan"), Rogers 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 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.
2. Sale of Issued Shares. In the event that the Optionee
exercises the
Stock Option prior to ________________, 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 Sale Event Determination Date
(as defined in
Section 7 below); and (f) ________________ (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.
3. 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 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 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.
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(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
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 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.
4. 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 purcha
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