ROGERS CORPORATION NONQUALIFIED STOCK OPTION AGREEMENT
Exhibit
10aac
1990
Stock
Option Plan
NSO
Agreement (transferable)
▇▇▇▇▇▇
CORPORATION
THIS
AGREEMENT is entered into by and between ▇▇▇▇▇▇ Corporation, a Massachusetts
corporation with its principal offices in ▇▇▇▇▇▇, Connecticut (the “Company”)
and the Key Employee of the Company or any Parent or Subsidiary (the “Optionee”)
whose name and address are set forth on the Execution Page of this
Agreement.
WHEREAS,
the Company adopted the ▇▇▇▇▇▇ Corporation 1990 Stock Option Plan, as amended
(the “Plan”), in order, among other things, to grant nonqualified stock options
to certain Key Employees of the Company, or any Parent or Subsidiary, to
purchase capital stock of the Company so as to give them a proprietary interest
in the Company’s success and to attract, retain and motivate Key Employees of
experience and ability; and
WHEREAS,
the Optionee renders important services to the Company or any Parent or
Subsidiary, and the Company desires to grant a nonqualified stock option to
the
Optionee;
NOW,
THEREFORE, in consideration of the foregoing and the mutual agreements herein
contained, the parties hereto hereby agree as follows:
All
capitalized terms used but not defined in this Agreement shall have the meaning
assigned to them under the Plan.
|
1.
|
Grant
of Option.
The Company hereby grants to the Optionee pursuant to the ▇▇▇▇▇▇
Corporation 1990 Stock Option Plan the option to purchase from the
Company
upon the terms and conditions hereinafter set forth the number of
shares
of the $1 par value Capital Stock of the Company (the “Stock”) as has been
indicated at Paragraph 13(a) on the Execution Page hereof at the
purchase
price per share set forth at Paragraph 13(b) on such Execution Page.
The
date of grant of this option is as of the date set forth at Paragraph
13(c) on such Execution Page and is hereinafter referred to as the
“Option
Date.”
|
|
2.
|
Exercisability;
Term of Option.
This option shall become exercisable in accordance with the earliest
of
the following schedules, so long as the Optionee continues in Employment
with the Company or any Parent or
Subsidiary:
|
Page
1 of
6
|
a)
|
In
accordance with the schedule set forth at Paragraph 13(d) on the
Execution
Page;
|
|
b)
|
If
the Optionee terminates such Employment by reason of Retirement,
Disability or death, this option will became fully exercisable;
or
|
|
c)
|
In
accordance with Paragraph 7.
|
This
option shall remain exercisable until it expires on the tenth anniversary of
the
Option Date, unless the option is sooner terminated as hereinafter provided.
Exercise of this option to the extent exercisable may be made in whole or in
part at any time and from time to time within the above limits, provided it
is
for not less than fifty shares of Stock, unless the extent to which it may
become exercisable cannot increase, in which event it may be exercised for
the
entire balance as to which it is exercisable.
|
3.
|
Purchase
Only for Investment.
To
ensure the Company’s compliance with the Securities Act of 1933, as
amended (the “Securities Act”), the Optionee agrees for himself or
herself, the Optionee’s legal representatives and estate, or other persons
who acquire the right to exercise the option by bequest or inheritance,
that shares will be purchased on the exercise of this option for
investment purposes only and not with a view to their distribution,
as
that term is used in the Securities Act, unless in the opinion of
counsel
to the Company such distribution is in compliance with or exempt
from the
registration and prospectus requirements of the Securities Act, and
the
Optionee further agrees to sign a certificate to such effect at the
time
of exercising the option.
|
|
4.
|
Option
Transferable in Limited Circumstances.
This 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, this option is not transferable otherwise than by will
or by the
laws of descent and distribution, and shall be exercisable during
the
Optionee’s lifetime only by the
Optionee.
|
|
5.
|
Manner
of Exercise.
This option may be exercised 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 and
accompanied by the payment of the aggregate option price for the
number of
shares purchased. The option price shall be paid in full either (a)
in
cash, by check or by other instrument acceptable to the Company,
(b) in
Stock (either actually or by attestation) that has been held by the
Optionee for a minimum of six months, and valued at its Fair Market
Value,
as of the date of exercise, or (c) by a combination of (a) and (b).
The
Optionee may also deliver to the Company, or its 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 option 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.
|
Page
2 of
6
|
6.
|
Tax
Withholding.
The Optionee hereby agrees that the exercise of this option or any
installment thereof will not be effective, and no shares will become
transferable to the Optionee, until the Optionee makes appropriate
arrangements with the Company for such income and employment tax
withholding as may be required of the Company under applicable United
States federal, state or local law on account of such exercise. The
Optionee may satisfy the obligation(s), in whole or in part, by electing
(i) to make a payment to the Company in cash, by check or by other
instrument acceptable to the Company, (ii) subject to approval of
the
Compensation and Organization Committee of the Board of Directors
of the
Company (the “Committee”), to deliver to the Company a number of
already-owned shares of Stock having a value not greater than the
amount
required to be withheld (such number may be rounded up to the next
whole
share), or (iii) by any combination of (i) and (ii) and the following
sentence. The Committee may also permit, in its sole discretion and
in
accordance with such procedures as it deems appropriate, the Optionee
to
have the Company withhold a number of shares which would otherwise
be
issued pursuant to this option having a value not greater than the
amount
required to be withheld (such number may be rounded up to the next
whole
share). The value of shares to be withheld (if permitted by the Committee)
or of delivered shares shall be based on the Fair Market Value of
a share
of Stock as of the date the amount of tax to be withheld is to be
determined.
|
|
7.
|
Stock
Dividends; Stock Splits; Stock Combinations;
Recapitalizations.
In
the event of any change in the outstanding shares of Stock that occurs
after the Option Date by reason of a Stock dividend or split,
recapitalization, merger, consolidation, combination, exchange of
shares,
or other similar corporate change as to which the Company is a surviving
corporation, the number, kind and option price of shares subject
to this
option to the extent it is then outstanding shall be adjusted
appropriately by the Committee, whose determination shall be conclusive;
provided, however, that fractional shares shall be rounded to the
nearest
whole share. Upon a determination by the Board that an event has
occurred
that will or is likely to result in a merger or a similar reorganization
which the Company will not survive or a sale of all or substantially
all
of the assets of the Company (a “Cessation Event”), the unexercised
portion of this option to the extent it is then outstanding shall
become
exercisable in full immediately (or as of the date which is 180 days
preceding such Cessation Event, if later than such determination).
The
occurrence of a Cessation Event shall cause every option outstanding
hereunder to terminate, to the extent not then exercised, unless
any
surviving entity agrees to assume the obligations
hereunder.
|
|
8.
|
Termination
of Option.
In
the event that the Optionee incurs a Termination of Employment with
the
Company or any Parent or Subsidiary at any time prior to exercise
of this
option in full, this option shall terminate and may no longer be
exercised, except as follows:
|
Page
3 of
6
|
i.
|
In
the event of the Optionee’s Termination of Employment with the Company or
any Parent or Subsidiary by reason of Retirement or Disability, this
option shall become immediately vested and exercisable in full, and
may be
exercised at any time during the period ending on the expiration
date of
this option or the five (5) year period after the date of such Retirement
or Disability, whichever period is
shorter;
|
|
ii.
|
In
the event of the Optionee’s Termination of Employment with the Company or
any Parent or Subsidiary by reason of death, this option shall become
immediately vested and exercisable in full, and may be exercised
at any
time by the Optionee’s beneficiary during the period ending on the
expiration date of this option or the five (5) year period after
the date
of death, whichever period is shorter;
or
|
|
iii.
|
In
the event of the Optionee’s Termination of Employment with the Company or
any Parent or Subsidiary for any reason other than death, Disability,
or
Retirement, this option, to the extent exercisable on the date of
such
Termination of Employment, may be exercised at any time within a
period of
three (3) months after such Termination of Employment or during the
period
ending on the expiration date of this option, whichever period is
shorter;
|
provided,
however, that this option may not be exercised to any extent by anyone after
the
date of expiration of the option stated in Paragraph 2.
|
9.
|
Rights
of Optionee.
The Optionee shall not have any rights as a shareholder with respect
to
shares of Stock covered by this option until the date of issuance
of a
stock certificate (or the equivalent thereof) for such shares. Except
as
provided in Paragraph 7, no adjustment shall be made for dividends
or
other rights the record date for which is prior to the date of issuance
of
such certificate (or equivalent form of ownership). Nothing herein
contained shall impose any obligation on the Company or any Parent
or
Subsidiary or any other entity or the Optionee with respect to the
Optionee’s continued Employment. Nothing herein contained shall impose any
obligation upon the Optionee to exercise this option. This option
is not
intended to qualify as an incentive stock option under Code Section
422;
the Company makes no representation as to the tax treatment to
the
Optionee upon receipt or exercise of the option or sale or other
disposition of the shares covered by the
option.
|
|
10.
|
Relationship
to Plan.
The option contained in this Agreement has been granted pursuant
to the
Plan and is in all respects subject to the terms, conditions and
definitions of the Plan. The Optionee hereby accepts this option
subject
to all the terms and provisions of the Plan and agrees that all decisions
under and interpretations of the Plan by the Committee shall be final,
binding and conclusive upon the Optionee and his or her
heirs.
|
|
11.
|
Governing
Law.
This Agreement shall be subject to and construed in accordance with
the
laws of the Commonwealth of Massachusetts.
|
Page
4 of
6
|
12.
|
Beneficiary
Designation.
The Optionee may designate beneficiary(ies) to whom shall be transferred
any rights under the option which survive the Optionee’s death.
|
To
obtain
the beneficiary designation form, please go to the “Options and Equity Awards”
section of the Schwab Equity Award Center website (▇▇▇▇://▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇.▇▇▇)
after
completing the login procedure and click on the “Review message” from your
“employer” and then click on the “Equity Awards Beneficiary Designation Form”.
Alternatively, you may request this beneficiary designation form by sending
an
e-mail to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
or
calling the Office of the Corporate Secretary of ▇▇▇▇▇▇ Corporation at
800-227-6437 ext. 5566.
In
the
absence of an effective beneficiary designation, the Optionee acknowledges
that
any rights under the option which survive the Optionee’s death shall be rights
of his or her estate.
Page
5 of
6
▇▇▇▇▇▇ CORPORATION NONQUALIFIED STOCK OPTION AGREEMENT
EXECUTION
PAGE OF NONQUALIFIED STOCK OPTION AGREEMENT FOR THE
▇▇▇▇▇▇
CORPORATION 1990 STOCK OPTION PLAN
|
13.
|
Certain
Additional Information.
This Paragraph sets forth certain information referred to in Paragraphs
1
and 2 of this Agreement.
|
| (a) |
The
number of option shares is ___________________.
|
| (b) |
The
purchase price per share for such option shares is $
_________________.
|
| (c) |
The
Option Date is _________________.
|
|
(d)
|
So
long as the Optionee continues in Employment, the Option shares shall
become exercisable as follows:
|
|
Cumulative
Portion
|
Date
First
|
|
|
of
Option Shares
|
Exercisable
|
|
|
33
1/3%
|
2nd
Anniversary of Option Date
|
|
|
66
2/3%
|
3rd
Anniversary
of Option Date
|
|
|
100%
|
4th
Anniversary of Option Date
|
By:
▇▇▇▇▇▇
Corporation
By
clicking Accept below I, ____________________, hereby acknowledge receipt
of the
foregoing option and agree to its terms and conditions:
Page
6 of
6