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Exhibit 10.5
ROGERS CORPORATION
2005 EQUITY COMPENSATION PLAN
NON-QUALIFIED STOCK OPTION AGREEMENT
(For Non-Employee Directors)
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 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.
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.
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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
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