ROGERS CORPORATION NON-QUALIFIED STOCK OPTION AGREEMENT (For Officers and Employees)
Page
of 1
of 5
Exhibit
10al-2
XXXXXX
CORPORATION
2005
EQUITY COMPENSATION PLAN
(For
Officers and Employees)
Pursuant
to the Xxxxxx Corporation 2005 Equity Compensation Plan (the "Plan"), Xxxxxx
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 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 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.
|
|
Page
of 1
of 5
|
(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, 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
|
|
|
|
(b) 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.
|
|
Page
of 3 of 5
5. Stock
Option Transferable in Limited Circumstances.
This Stock Option, and, prior to the Restriction Termination Date,
the
Issued Shares, 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 Option, and, prior to the Restriction Termination
Date, the Issued Shares, are 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.
|
|
6. 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.
|
|
7. Sale
Event.
Upon a determination by the Company that an event has occurred
that will
or is likely to result in a Sale Event (as defined in the Plan),
the
restrictions on the sale of the Issued Shares described in Section
2 above
shall cease immediately (or as of the date which is 180 days preceding
such Sale Event, if later than such determination) (such date,
the "Sale
Event Determination Date"). The occurrence of a Sale Event shall
cause
this Stock Option to terminate, to the extent not then exercised,
unless
any surviving entity agrees to assume this Stock
Option.
|
|
8. Rights
as a Shareholder.
The Optionee shall have the rights of a shareholder only as to
shares of
Capital Stock acquired upon exercise of the Stock Option and not
as to any
shares of Capital Stock covered by unexercised Stock Options. Except
as
otherwise expressly provided in the Plan, no adjustment shall be
made for
dividends or other rights for which the record date is prior to
the date
such shares are acquired.
|
|
9. Tax
Withholding.
The Optionee hereby agrees that the exercise of this Stock 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 the general
or
specific 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 Capital 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/or the procedures described in 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 Stock 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 or delivered (if permitted by the
Committee) shall be based on the Fair Market Value of a share of
Capital
Stock as of the date the amount of tax to be withheld is to be
determined.
|
Page
4 of
5
10. Tax
Status.
The Stock Option is not intended to qualify as an incentive stock
option
under Section 422 of the Internal Revenue Code of 1986, as
amended.
|
|
11. The
Plan.
The Stock Option is subject in all respects to the terms, conditions,
limitations and definitions contained in the Plan. In the event
of any
discrepancy or inconsistency between this Agreement and the Plan,
the
terms and conditions of the Plan shall control. Capitalized terms
in this
Agreement shall have the meaning specified in the Plan, unless
a different
meaning is specified herein.
|
|
12. No
Obligation to Exercise Stock Option.
The grant and acceptance of the Stock Option imposes no obligation
on the
Optionee to exercise it.
|
|
13. No
Obligation to Continue Employment.
Neither the Company nor any Subsidiary is obligated by or as a
result of
the Plan or this Agreement to continue the Optionee in
employment.
|
|
14. Notices.
Notices hereunder shall be mailed or delivered to the Company at
its
principal place of business and shall be mailed or delivered to
the
Optionee at the address on file with the Company or, in either
case, at
such other address as one party may subsequently furnish to the
other
party in writing.
|
|
15. Purchase
Only for Investment.
To insure the Company's compliance with the Securities Act of 1933,
as
amended, the Optionee agrees for himself or herself, the Optionee's
legal
representatives and estate, or other persons who acquire the right
to
exercise the Stock Option upon his or her death, that shares will
be
purchased in the exercise of the Stock Option for investment purposes
only
and not with a view to their distribution, as that term is used
in the
Securities Act of 1933, as amended, unless in the opinion of counsel
to
the Company such distribution is in compliance with or exempt from
the
registration and prospectus requirements of that Act.
|
|
16. Governing
Law.
This Agreement and the Stock Option shall be governed by the laws
of the
Commonwealth of Massachusetts, United States of
America.
|
Page
of 5 of 5
17.
Beneficiary
Designation.
The
Optionee may designate beneficiary(ies) to whom shall be transferred
any
rights under the Stock 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
(xxxx://xxxxxxxxxxxxxxxxx.xxxxxx.xxx/)
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 xxxxxxxxxxxxxxxxx@xxxxxxxxxxxxxxxxx.xxx
or
calling the Office of the Corporate Secretary of Xxxxxx Corporation
at
800-227-6437 ext. 5566.
In
the absence of an effective beneficiary designation, the Optionee
acknowledges that any rights under the Stock Option which survive
the
Optionee’s death shall be rights of his or her estate.
By:
Xxxxxx Corporation
By
clicking Accept below I hereby acknowledge receipt of the foregoing
Stock
Option and agree to its terms and
conditions:
|