a6021513_ex106.htm


    Exhibit
10.6

    


    ROGERS
CORPORATION

    2009
LONG-TERM EQUITY COMPENSATION PLAN

     

    NON-QUALIFIED
STOCK OPTION AGREEMENT

    (For
Officers and Employees)

     

    Pursuant
to the Rogers Corporation 2009 Long-Term Equity Compensation Plan (the “Plan”),
Rogers Corporation (the “Company”) hereby grants to _________________ (the
“Optionee”), a non-qualified stock option (this “Stock Option”) to purchase a
maximum of ___________ shares of (capital) common stock of the Company (the
“Capital Stock”) at the price of $_________ per share, subject to the terms of
this agreement (this “Agreement”).  This Stock Option is granted as of
_______________ (the “Grant Date”), subject to approval of the Plan by the
Company’s shareholders at the 2009 annual meeting (or any adjournment
thereof).  If the Plan is not then approved by the Company’s
shareholders, this Agreement and this Stock Option shall be
void.  Notwithstanding anything to the contrary in this Agreement, in
no event shall this Stock Option be exercisable prior to the Plan being approved
by the Company’s shareholders.

     

    
      	
              1.  

            	
              Timing of
      Exercise. Subject to Section 2 below, this Stock Option shall
      become vested and exercisable as follows: if the Optionee continues in the
      employ of the Company or any Affiliate, this Stock Option will become
      exercisable on the second anniversary of the Grant Date as to the first
      one-third of the shares subject to this Stock Option, on the third
      anniversary of the Grant Date as to the second one-third, and on the
      fourth anniversary of the Grant Date as to the balance; except that upon
      the occurrence of a Change in Control (as defined in the Plan) the vesting
      and exercisability of this Stock Option shall be accelerated on and after
      a Change in Control (as defined in the Plan) as provided under Section
      11.9 of the Plan.  The Optionee shall be considered to be
      employed for purposes of this Stock Option until the Optionee’s
      Termination of Service (as defined in the Plan). This Stock Option shall
      remain exercisable until it expires on the tenth anniversary of the Grant
      Date, unless this Stock Option is sooner terminated as provided
      herein.

            


    

     

    
      	
              2.  

            	
              Termination of Stock
      Option. If the Optionee’s employment by the Company and its
      Affiliates terminates for any reason, other than death, Disability or
      Retirement as provided below, this Stock Option may thereafter be
      exercised, to the extent it was vested and exercisable on Termination of
      Service for a period of three months from such date or, if earlier, the
      tenth anniversary of the Grant
Date.

            


    

     

    
      	
              (a)  

            	
              Termination by Reason
      of Death or Disability. If the Optionee’s employment by the Company
      and its Affiliates terminates by reason of death or Disability, this Stock
      Option shall become immediately vested and exercisable in full and may
      thereafter be exercised by the Optionee’s beneficiary for a period of five
      years from the date of death or, if earlier, until the tenth anniversary
      of the Grant Date.  For purposes of this Stock Option,
      “Disability” means the Optionee’s inability, due to physical or mental
      incapacity resulting from injury, sickness or disease, for one hundred and
      eighty (180) days in any twelve-month period to perform his or her duties
      hereunder.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              (b)  

            	
              Termination by Reason
      of Retirement. If the Optionee’s employment by the Company and its
      Affiliates terminates by reason of Retirement, this Stock Option shall
      become immediately vested and exercisable in full and may thereafter be
      exercised for a period of five years from the date of such termination of
      employment or, if earlier, until the tenth anniversary of the Grant
      Date.  For purposes of this Stock Option, “Retirement” means
      Termination of Service after the Optionee attains fifty-five years of age
      and completes at least five years of vesting service.  For
      avoidance of doubt, it is not necessary to complete five years of vesting
      service prior to attaining age fifty-five in order to qualify for
      Retirement.  For purposes of this Section 2.2(b), “years of
      vesting service” shall be determined in the same manner as provided for
      under the Section 401(k) plan maintained by the Company as in effect on
      February 11, 2009.

            


    

     

    
      	
              3.  

            	
              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, electronic transfer of funds or by other cash equivalent
      acceptable to the Company;

            


    

     

    
      	
              (b)  

            	
              In
      Shares (either actually or by attestation) valued at its Fair Market Value
      (as defined in the Plan) as of the date of tender or
      attestation;

            


    

     

    
      	
              (c)  

            	
              By
      instructing the Company to retain from Shares otherwise issuable upon the
      exercise of this Stock Option a number of Shares having a Fair Market
      Value equal to all or a portion of the purchase price as of the date of
      exercise (a “net-exercise”) under Section 5.4(c) of the Plan;
      or

            


    

     

    
      	
              (d)  

            	
              By a
      combination of the above.

            


    

     

    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, electronic transfer of funds or
other cash equivalent 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 complying with all requirements contained in the
Plan, this Agreement and applicable provisions of law.  To the extent
that the Optionee chooses to pay the purchase price by previously-owned shares
of Capital Stock through the attestation method or a net-exercise, only the net
amount of shares shall be issued.

     

    
      
         

      

      
        - 2
-

        
          

        

      

      
         

      

    

     

    
      	
              4.  

            	
              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 (including any S-8 applicable to the
      Plan); 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 Stock Option is 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.

            


    

     

    
      	
              5.  

            	
              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 2.3(a) of the
      Plan.

            


    

     

    
      	
              6.  

            	
              Change in
      Control. The Company shall have the right to modify or terminate
      this Stock Option upon a Change in Control as provided in Section 2.3(b)
      of the Plan.

            


    

     

    
      	
              7.  

            	
              Rights as a
      Shareholder. The Optionee shall have the rights of a shareholder
      only as to shares of Capital Stock acquired upon exercise of this Stock
      Option and not as to any shares of Capital Stock covered by the
      unexercised portion of this Stock Option. 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.

            


    

     

    
      	
              8.  

            	
              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) 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) as may be permitted pursuant to written policies or
      rules adopted by Compensation and Organization Committee of the Board of
      Directors of the Company (the “Committee”) in effect at the time of
      exercise, or (iii) by any combination of (i) and (ii).  In
      addition, the Committee may also permit, in its sole discretion and in
      accordance with such policies and rules 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 (as may be 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.  For
      avoidance of doubt, the Committee may change its policies and rules for
      tax withholding in its sole discretion  from time to time for
      any reason.

            


    

     

    
      
         

      

      
        - 3
-

        
          

        

      

      
         

      

    

     

    
      	
              9.  

            	
              Tax Status.
      This Stock Option is not intended to qualify as an incentive stock option
      under Section 422 of the Code.  This Stock Option is intended to
      be exempt from the requirements of Section 409A of the
    Code.

            


    

     

    
      	
              10.  

            	
              The Plan. This
      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.

            


    

     

    
      	
              11.  

            	
              No Obligation to
      Exercise Stock Option. The grant and acceptance of this Stock
      Option imposes no obligation on the Optionee to exercise
    it.

            


    

     

    
      	
              12.  

            	
              No Obligation to
      Continue Employment. Neither the Company nor any Affiliate is
      obligated by or as a result of the Plan or this Agreement to continue the
      Optionee in employment.

            


    

     

    
      	
              13.  

            	
              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.

            


    

     

    
      	
              14.  

            	
              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 this Stock Option upon his or her death, that shares
      will be purchased in the exercise of this 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.

            


    

     

    
      	
              15.  

            	
              Governing Law.
      This Agreement and this Stock Option shall be governed by the laws of the
      Commonwealth of Massachusetts, United States of
  America.

            


    

     

    
      	
              16.  

            	
              Beneficiary
      Designation. The Optionee may designate Beneficiary(ies) to whom
      shall be transferred any rights under this 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 (http://equityawardcenter.schwab.com)
      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 equityawardsadmin@rogerscorporation.com
      or calling the Office of the Corporate Secretary of Rogers Corporation at
      800-227-6437 ext. 5566.

            


    

     

    
      
         

      

      
        - 4
-

        
          

        

      

      
         

      

    

     

    In the
absence of an effective beneficiary designation in accordance with the terms of
the Plan and this Agreement, the Optionee acknowledges that any rights under
this Stock Option that survive the Optionee’s death shall be rights of his or
her estate notwithstanding any other agreements or documents (including the
Optionee’s will) to the contrary.

     

    By: Rogers
Corporation

     

    By
clicking the Accept button I hereby acknowledge receipt of the foregoing Stock
Option and agree to its terms and conditions:

     

     

    - 5
-