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Exhibit 10.2
ROGERS CORPORATION
2005 EQUITY COMPENSATION PLAN
INCENTIVE STOCK OPTION AGREEMENT
Pursuant to the Rogers Corporation 2005 Equity Compensation Plan
(the
"Plan"), Rogers Corporation (the "Company") hereby grants to
_____________________________ (the "Optionee"), an incentive
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. Subject to Section 2 below, this Stock
Option shall
become exercisable as follows:
__________________________________________________________;
except that upon the
occurrence of a Sale Event (as defined in the Plan) or for the
reasons stated in
Sections 2(a) or 2(b) below, this Stock Option shall become
fully exercisable.
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. 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, to the extent it was exercisable on the
date of
termination of employment, 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 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 until the tenth anniversary of
the Grant
Date, if earlier.
(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
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 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
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 until the tenth anniversary of the Grant Date, if
earlier.
3. 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) 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 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.
4. Stock Option Not Transferable. This 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.
5. 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.
6. 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.
7. Rights as a Shareholder. The Optionee shall have the rights
of a
shareholder
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