Unassociated Document


     

    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, 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
      issue.

    


    
      	
              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 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 obligations(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.

            


    

    


    
      	
              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 1086, 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 aggress 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 use 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 form
                the
                registration and prospectus requirements of the
                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.

            


    

    


    
      	
              17.

            	
              Beneficiary
                Designation.
                The Optionee hereby designates the following person(s) as the Optionee’s
                beneficiary(ies) to whom shall be transferred any rights under the
                Stock
                Option which survive the Optionee’s death. If the Optionee names more than
                one primary beneficiary and one or more of such primary beneficiaries
                die,
                the deceased primary beneficiary’s interest will be apportioned among any
                surviving primary beneficiaries before any contingent receives any
                amount,
                unless the Optionee indicates otherwise in a signed and dated additional
                page. The same rule shall apply within the category of contingent
                beneficiaries. Unless the Optionee has specified otherwise herein,
                any
                rights which survive the Optionee’s death will be divided equally among
                the Optionee’s primary beneficiaries or contingent beneficiaries, as the
                case may be.

            


    

    


    
      	
              PRIMARY
                BENEFICIARY(IES)

            
	 	 	 	 	 	 
	 	
              Name

            	 	
               %

            	
               

            	
              Address

            
	 	 	 	 	 	 
	
              (a)

            	 	 	 	 	 
	
              (b)

            	 	 	 	 	 
	
              (c)

            	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	
              CONTINGENT
                BENEFICIARY(IES)

            
	 	 	 	 	 	 
	 	
              Name

            	 	
               %

            	
               

            	
              Address

            
	 	 	 	 	 	 
	
              (a)

            	 	 	 	 	 
	
              (b)

            	 	 	 	 	 
	
              (c)

            	 	 	 	 	 
	 	 	 	 	 	 


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    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:
      Rogers
      Corporation