EXHIBIT 10.7
ROGERS CORPORATION
2005 EQUITY COMPENSATION PLAN
RESTRICTED STOCK AGREEMENT
Pursuant to the Rogers Corporation 2005 Equity Compensation Plan (the
"Plan"), Rogers Corporation (the "Company") hereby grants to
_____________________________ (the "Grantee"), a restricted stock award (the
"RSA") for __________ shares of capital stock of the Company (the "Capital
Stock"), subject to the terms of this Agreement. The RSA is granted as of
_____________________ (the "Grant Date").
1. Acceptance of Award. The Grantee shall have no rights with respect to
this RSA unless he or she shall have accepted this RSA prior to the close of
business on the first business day on or after the 30th calendar day following
the Grant Date by signing and delivering to the Company a copy of this RSA
Agreement. Upon acceptance of this RSA by the Grantee, certificates evidencing
the shares of Capital Stock so accepted shall be issued to the Grantee, and the
Grantee's name shall be entered as the shareholder of record on the books of the
Company. Thereupon, the Grantee shall have all the rights of a shareholder with
respect to such shares, including voting rights, subject, however, to the
restrictions and conditions specified in Section 2 below.
2. Restrictions and Conditions.
(a) Certificates, if any, evidencing the shares of Capital Stock
granted herein may bear an appropriate legend, as determined by the Company
in its sole discretion, to the effect that such shares are subject to
restrictions as set forth herein and in the Plan, and shall remain in the
possession of the Company until such shares of Capital Stock are no longer
subject to the restrictions as set forth herein.
(b) Shares of Capital Stock granted herein may not be sold, assigned,
transferred, pledged or otherwise encumbered or disposed of by the Grantee
prior to vesting.
(c) If the Grantee's employment with the Company and its Subsidiaries
is voluntarily or involuntarily terminated for any reason, other than death
or Disability (as defined in the Plan), prior to vesting of shares of
Capital Stock granted herein, the Company shall have the right, at the
discretion of the Company, to repurchase such shares from the Grantee at
their purchase price, if any. The Company must exercise such right of
repurchase (or forfeiture if there is no purchase price) by written notice
to the Grantee not later than 60 days following such termination of
employment. If the Grantee's employment with the Company and its
Subsidiaries is terminated due to the Grantee's death or Disability (as
defined in the Plan), then this RSA shall become fully vested on such date
of termination.
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3. Vesting of RSA. The restrictions and conditions in Section 2 of this
Agreement shall lapse on the vesting date or dates as follows:
__________________________________. Subsequent to such vesting date or dates,
the shares of Capital Stock on which all restrictions and conditions have lapsed
shall no longer be subject to this Agreement.
4. RSA 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.
5. Rights as a Shareholder. Dividends on shares of Capital Stock subject to
the RSA shall be paid currently to the Grantee.
6. Tax Withholding. The Grantee hereby agrees that the Grantee shall make
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 the RSA. The Grantee 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). The
value of shares to be 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.
7. The Plan. The RSA 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.
8. 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 Grantee in employment.
9. 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
Grantee 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.
10. Purchase Only for Investment. To insure the Company's compliance with
the Securities Act of 1933, as amended, the Grantee agrees for himself or
herself, the Grantee's legal representatives and estate, or other persons who
acquire the right to the RSA upon his or her death, that shares will be acquired
hereunder for investment purposes only and not with a view to their
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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.
11. Governing Law. This Agreement and the RSA shall be governed by the laws
of the Commonwealth of Massachusetts, United States of America.
12. Beneficiary Designation. The Grantee hereby designates the following
person(s) as the Grantee's beneficiary(ies) to whom shall be transferred any
rights under the RSA which survive the Grantee's death. If the Grantee 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 beneficiary receives any
amount, unless the Grantee indicates otherwise in a signed and dated additional
page. The same rule shall apply within the category of contingent beneficiaries.
Unless the Grantee has specified otherwise herein, any rights which survive the
Grantee's death will be divided equally among the Grantee'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 Grantee
acknowledges that any rights under the RSA which survive the Grantee's death
shall be rights of his or her estate.
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ROGERS CORPORATION
By:
--------------------------------
Name:
Title:
The undersigned hereby acknowledges receipt of the foregoing RSA and agrees
to its terms and conditions:
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Grantee
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