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Stock Option Agreement

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Exhibit 10al-1





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 the Optionee exercises the Stock Option prior to the fourth anniversary of the Grant Date, 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 fourth anniversary of the Grant Date (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 herin.


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.
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,
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