Rubicon Technology, Inc. (Form: S-8, Received: 11/20/2007 17:29:10)

Number of Shares
Vesting

35,625 [25%]

First (1st) anniversary of the Date of Grant

35,625 [25%]

Second (2nd) anniversary of the Date of Grant

35,625 [25%]

Third (3rd) anniversary of the Date of Grant

35,625 [25%]

Fourth (4th) anniversary of the Date of Grant

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 20, 2007

REGISTRATION NO. 333-

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

RUBICON TECHNOLOGY, INC.

(Exact name of Registrant as specified in its charter)

DELAWARE

36-4419301

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

9931 FRANKLIN AVENUE

FRANKLIN PARK, ILLINOIS 60131

(847) 295-7000

(Address, including zip code, and telephone number, including area code,

of registrant’s principal executive offices)

RUBICON TECHNOLOGY, INC. 2007 STOCK INCENTIVE PLAN

RUBICON TECHNOLOGY, INC. 2001 EQUITY PLAN

STOCK OPTION AGREEMENT DATED AS OF MARCH 11, 2004 BY AND BETWEEN

RUBICON TECHNOLOGY, INC. AND MICHAEL MIKOLAJCZYK

STOCK OPTION AGREEMENT DATED AS OF SEPTEMBER 9, 2004 BY AND BETWEEN

RUBICON TECHNOLOGY, INC. AND JAMES BRISSENDEN

STOCK OPTION AGREEMENT DATED AS OF SEPTEMBER 9, 2004 BY AND BETWEEN

RUBICON TECHNOLOGY, INC. AND GORDON HUNTER

STOCK OPTION AGREEMENT DATED AS OF SEPTEMBER 9, 2004 BY AND BETWEEN

RUBICON TECHNOLOGY, INC. AND MITCH TYSON

(Full Titles of Plans)

Raja M. Parvez

President and Chief Executive Officer

9931 Franklin Avenue

Franklin Park, Illinois 60131

(847) 295-7000

(Name, address, including zip code, and telephone

number, including area, code, of agent for service)

Copies to:

Scott L. Glickson, Esq.

McGuireWoods LLP

77 West Wacker Drive

Chicago, Illinois

(312) 321-7652

CALCULATION OF REGISTRATION FEE


Exact Title of Each Class of Securities To Be Registered	Amount To Be Registered(1)	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common Stock, par value $0.001 per share	2,307,692(2)	16.70(5)	$38,538,457	$1,183.13
Common Stock, par value $0.001 per share	1,366,459(3)	3.62(6)	$4,946,582	$151.86
Common Stock, par value $0.001 per share	24,663(4)	4.94(7)	$121,836	$3.74
Total	3,698,814	—	$43,606,875	$1,338.73

(1)	Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this Registration Statement also covers, in addition to the number of shares of common stock stated above, additional securities that may be offered as a result of stock splits, stock dividends, or similar transactions.

(2)	Represents 2,307,692 shares of Common Stock reserved for future grant under the Rubicon Technology, Inc. 2007 Stock Incentive Plan (the “2007 Plan”).

(3)	Represents 1,366,459 shares of Common Stock reserved for future grant under the Rubicon Technology, Inc. 2001 Equity Plan (the “2001 Plan”).

(4)	Represents 24,663 shares of Common Stock reserved for issuance pursuant to the following stock option agreements as compensation to board members and board advisors:

Stock Option Agreement dated as of March 11, 2004 by and between Rubicon Technology, Inc. and Michael Mikolajczyk,

Stock Option Agreement dated as of September 9, 2004 by and between Rubicon Technology, Inc. and James Brissenden,

Stock Option Agreement dated as of September 9, 2004 by and between Rubicon Technology, Inc. and Gordon Hunter, and

Stock Option Agreement dated as of September 9, 2004 by and between Rubicon Technology, Inc. and Mitch Tyson.

(5)

Estimated in accordance with Rule 457(h) under the Securities Act of 1933, as amended, solely for the purpose of calculating the registration fee based upon the price of $16.70 per share, which represents the average high and low prices per share of the registrant’s common stock as reported on the NASDAQ Global Market on November 16, 2007.

(6)	Estimated in accordance with Rule 457(h) solely for the purpose of calculating the registration fee on the basis of the weighted average exercise price of $3.62 per share.

(7)	Estimated in accordance with Rule 457(h) solely for the purpose of calculating the registration fee on the basis of the weighted average exercise price of $4.94 per share.

PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

The information specified in Item 1 and Item 2 of Part I of this Registration Statement on Form S-8 (the “Registration Statement”) is omitted from this filing in accordance with the provisions of Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”) and the introductory note to Part I of the Registration Statement. The documents containing the information specified in Part I will be delivered to the participants in the equity benefit plans covered by this Registration Statement as required by Rule 428(b)(1).

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.

Incorporation of Certain Documents by Reference

The following documents previously filed by the registrant with the Securities and Exchange Commission (the “SEC”) are hereby incorporated by reference into this Registration Statement:

(a) The registrant’s prospectus filed on November 16, 2007 pursuant to Rule 424(b) under the Securities Act, relating to the registration statement on Form S-1 (File No. 333-145880), as amended, that contains audited financial statements as of the latest fiscal years for which such statements have been filed.

(b) The description of the registrant’s Common Stock, par value $0.001 per share, contained in the Registrant’s Registration Statement on Form 8-A12B (File No. 001-33834) filed with the Commission on November 13, 2007 under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed for the purpose of updating such description.

(c) All other reports and other documents subsequently filed by the registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this Registration Statement from the date of the filing of such reports and documents (except for information furnished under Items 2.02 and 7.01 of Form 8-K, which is not deemed filed and not incorporated by reference herein).

Item 4 .

Description of Securities

Not applicable.

Item 5 .

Interests of Named Experts and Counsel

Not applicable.

Item 6 .

Indemnification of Officers and Directors

Section 145 of the Delaware General Corporation Law authorizes a corporation’s board of directors to grant, and authorizes a court to award, indemnity to officers, directors and other corporate agents.

As permitted by Section 102(b)(7) of the Delaware General Corporation Law, the registrant’s amended and restated certificate of incorporation to be in effect upon completion of this offering includes provisions that eliminate the personal liability of its directors and officers for monetary damages for breach of their fiduciary duty, except for breaches of their duty of loyalty, as directors and officers.

In addition, as permitted by Section 145 of the Delaware General Corporation Law, the amended and restated bylaws of the registrant provide that:

•

The registrant shall indemnify its directors and officers for serving the registrant in those capacities or for serving other business enterprises at the registrant’s request, to the fullest extent permitted by Delaware law. Delaware law provides that a corporation may indemnify such person if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the registrant and, with respect to any criminal proceeding, had no reasonable cause to believe such person’s conduct was unlawful.

•

The registrant may, in its discretion, indemnify employees and agents in those circumstances where indemnification is permitted by applicable law.

•

The registrant is required to advance expenses, as incurred, to its directors and officers in connection with defending a proceeding, except that such director or officer shall undertake to repay such advances if it is ultimately determined that such person is not entitled to indemnification.

•

The registrant will not be obligated pursuant to the amended and restated bylaws to indemnify a person with respect to proceedings initiated by that person, except with respect to proceedings authorized by the registrant’s board of directors.

•

The registrant may not retroactively amend the bylaw provisions to reduce its indemnification obligations to directors, officers, employees and agents.

The registrant’s policy is to enter into separate indemnification agreements with each of its directors and officers that provide the maximum indemnity allowed to directors and executive officers by Section 145 of the Delaware General Corporation Law and also provide for certain additional procedural protections. The registrant may also, at the discretion of the board of directors, purchase and maintain directors and officers insurance to insure such persons against certain liabilities.

These indemnification provisions and the indemnification agreements entered into between the registrant and its officers and directors may be sufficiently broad to permit indemnification of the registrant’s officers and directors for liabilities (including reimbursement of expenses incurred) arising under the Securities Act.

Item 7 .

Exemption from Registration Claimed

Not applicable.

Item 8 .

Exhibits


Exhibit Number		Description
3.1		Eighth Amended and Restated Certificate of Incorporation of Rubicon Technology, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1/A (File No. 333-145880) filed with the SEC on November 1, 2007).

3.2		Amended and Restated Bylaws of Rubicon Technology, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1/A (File No. 333-145880) filed with the SEC on November 1, 2007).

4.1		Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1/A (File No. 333-145880) filed with the SEC on November 13, 2007).

4.2		Rubicon Technology, Inc. 2001 Equity Plan, dated as of August 2, 2001 (incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-1 (File No. 333-145880) filed with the SEC on September 5, 2007).


4.2(a)		Amendment No. 1 to the Rubicon Technology, Inc. 2001 Equity Plan, dated as of November 6, 2001 (incorporated by reference to Exhibit 10.1(a) to the Company’s Registration Statement on Form S-1 (File No. 333-145880) filed with the SEC on September 5, 2007).

4.2(b)		Amendment No. 2 to the Rubicon Technology, Inc. 2001 Equity Plan, dated as of May 21, 2002 (incorporated by reference to Exhibit 10.1(b) to the Company’s Registration Statement on Form S-1 (File No. 333-145880) filed with the SEC on September 5, 2007).

4.2(c)		Amendment No. 3 to the Rubicon Technology, Inc. 2001 Equity Plan, dated as of May 28, 2004 (incorporated by reference to Exhibit 10.1(c) to the Company’s Registration Statement on Form S-1 (File No. 333-145880) filed with the SEC on September 5, 2007).

4.2(d)		Amendment No. 4 to the Rubicon Technology, Inc. 2001 Equity Plan, dated as of December 6, 2004 (incorporated by reference to Exhibit 10.1(d) to the Company’s Registration Statement on Form S-1 (File No. 333-145880) filed with the SEC on September 5, 2007).

4.2(e)		Amendment No. 5 to the Rubicon Technology, Inc. 2001 Equity Plan, dated as of June 28, 2005 (incorporated by reference to Exhibit 10.1(e) to the Company’s Registration Statement on Form S-1 (File No. 333-145880) filed with the SEC on September 5, 2007).

4.2(f)		Amendment No. 6 to the Rubicon Technology, Inc. 2001 Equity Plan, dated as of November 30, 2005 (incorporated by reference to Exhibit 10.1(f) to the Company’s Registration Statement on Form S-1 (File No. 333-145880) filed with the SEC on September 5, 2007).

4.2(g)		Amendment No. 7 to the Rubicon Technology, Inc. 2001 Equity Plan, dated as of July 26, 2006 (incorporated by reference to Exhibit 10.1(g) to the Company’s Registration Statement on Form S-1 (File No. 333-145880) filed with the SEC on September 5, 2007).

4.3		Rubicon Technology, Inc. 2007 Stock Incentive Plan dated as of August 29, 2007 (incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form S-1 (File No. 333-145880) filed with the SEC on September 5, 2007).

4.4		Stock Option Agreement dated as of March 11, 2004 by and between Rubicon Technology, Inc. and Michael Mikolajczyk.*

4.5		Stock Option Agreement dated as of September 9, 2004 by and between Rubicon Technology, Inc. and James Brissenden.*

4.6		Stock Option Agreement dated as of September 9, 2004 by and between Rubicon Technology, Inc. and Gordon Hunter.*

4.7		Stock Option Agreement dated as of September 9, 2004 by and between Rubicon Technology, Inc. and Mitch Tyson.*

5.1		Opinion of McGuireWoods LLP.*

23.1		Consent of Grant Thornton LLP, independent registered public accounting firm.*

23.2		Consent of McGuireWoods LLP (included in the opinion filed as Exhibit 5.1).

24.1		Power of Attorney (included in the signature page to the Registration Statement).

*	Filed herewith.

Item 9 .

Undertakings .

1. The undersigned registrant hereby undertakes:

(a) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if,

in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement.

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

Provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference herein.

(b) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

2. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

3. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

REGISTRANT SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Franklin Park, State of Illinois, on November 20, 2007.


RUBICON TECHNOLOGY, INC.

By:		/s/ Raja M. Parvez
		Raja M. Parvez
		President and Chief Executive Officer

POWER OF ATTORNEY

We, the undersigned directors and/or officers of Rubicon Technology, Inc. (the “Company”), hereby severally constitute and appoint Raja M. Parvez and William F. Weissman and each of them singly, our true and lawful attorneys, with full power to any of them, and to each of them singly, to sign for us and in our names in the capacities indicated below the Registration Statement on Form S-8 filed herewith, and any and all pre-effective and post-effective amendments to said Registration Statement, and to file or cause to be filed the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as each of them might or could do in person, and hereby ratifying and confirming all that said attorneys, and each of them, or their substitute or substitutes, shall do or cause to be done by virtue of this power of attorney.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on November 20, 2007.


Signature	Title(s)	Date

/s/ Raja M. Parvez Raja M. Parvez	Chief Executive Officer, President and Director	November 20, 2007

/s/ William F. Weissman William F. Weissman	Chief Financial Officer	November 20, 2007

/s/ Don N. Aquilano Don N. Aquilano	Chairman of the Board	November 20, 2007

/s/ Donald R. Caldwell Donald R. Caldwell	Director	November 20, 2007



/s/ Gordon Hunter Gordon Hunter	Director	November 20, 2007

/s/ Michael E. Mikolajczyk Michael E. Mikolajczyk	Director	November 20, 2007

Exhibit 4.4

THE ISSUANCE OF THE SECURITIES EVIDENCED HEREBY WAS NOT REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE OR OTHER SECURITIES LAWS. NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF EXCEPT (I) PURSUANT TO EFFECTIVE REGISTRATIONS UNDER APPLICABLE SECURITIES LAWS OR (II) UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL (OR OTHER EVIDENCE SATISFACTORY TO THE COMPANY) ACCEPTABLE TO THE COMPANY, THAT THE PROPOSED DISPOSITION MAY BE EFFECTED IN COMPLIANCE WITH APPLICABLE SECURITIES LAWS WITHOUT REGISTRATION. ADDITIONAL RESTRICTIONS ON TRANSFER ARE SET FORTH HEREIN.

R UBICON T ECHNOLOGY , I NC .

STOCK OPTION AGREEMENT

(Director/Advisor)

THIS STOCK OPTION AGREEMENT (the “Option Agreement”) is made and entered into as of March 11, 2004 (the “Date of Grant”), by and between RUBICON TECHNOLOGY, INC., a Delaware corporation (the “Company”) and Michael Mikolajczyk (“Optionee”).

WHEREAS , in recognition of Optionee’s service to the Company as a member of the Company’s Board of Directors , the Company wishes to grant Optionee non-qualified options to purchase shares of the Common Stock, $0.001 par value per share, of the Company (the “Common Stock”); and

WHEREAS , the parties wish to evidence in writing the terms and conditions of the Option (as defined in Section 1) granted hereunder.

NOW, THEREFORE , in consideration of the foregoing and the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereby agree as follows:

1. Grant of Option; Vesting; Term .

(a) Grant . The Company hereby grants to Optionee an option (this “Option”) to purchase up to 142,500 shares of Common Stock (the “Shares”) at the exercise price per share of $0.38 (the “Exercise Price”), such Share amount and Exercise Price being subject to adjustment as provided in this Option Agreement and otherwise as subject to the terms and conditions of this Option Agreement.

(b) Vesting Schedule . Subject to the other requirements hereof, this Option may be exercised only upon and after, and to the extent that, this Option has vested. The portions of this Option listed below shall vest on each of the dates listed below, provided in each case that Optionee continues to be a Service Provider (as defined in this Section) on such date:


R UBICON T ECHNOLOGY , I NC .	-1-	S TOCK O PTION A GREEMENT
		(Director/Advisory)

For purposes of this Option Agreement, the term “Service Provider” shall mean a member of the Company’s Board of Directors .

(c) Term . Except as otherwise provided herein, the Option granted hereunder shall be for a term of five (5) years from the Date of Grant.

(d) Non-Qualified Stock Option . This Option is not intended to qualify as an Incentive Stock Option under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).

2. Exercise of Option .

(a) Right to Exercise . Subject to the requirements hereof, this Option is exercisable during its term in accordance with the vesting schedule set out in Section 1(b) above and the applicable provisions of this Option Agreement. This Option may not be exercised for a fraction of a Share.

(b) Method of Exercise . This Option is exercisable by delivery of an exercise notice, in the form attached as Exhibit A (the “Exercise Notice”), which shall state the election to exercise this Option, the number of Shares in respect of which this Option is being exercised (the “Exercised Shares”), and such other representations and agreements as may be required by the Company pursuant to the provisions of this Option Agreement. The Exercise Notice shall be completed by Optionee, or the personal representative of Optionee as may be permitted by this Option Agreement, and delivered to an officer of the Company. The Exercise Notice shall be accompanied by full payment of the aggregate Exercise Price as to all Exercised Shares. This Option shall be deemed to be exercised upon receipt by the Company of such completed and executed Exercise Notice accompanied by such aggregate Exercise Price. Exercised Shares issued upon exercise of this Option shall be issued in the name of Optionee or, if requested in writing delivered with the Exercise Notice, in the name of Optionee and his or her spouse. Until the Exercised Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights of a stockholder shall exist with respect to the Exercised Shares, notwithstanding the exercise of this Option. The Company shall issue (or cause to be issued) such Exercised Shares promptly after this Option is exercised in conformity with the requirements of this Option Agreement. No adjustment will be made for a dividend or other right for which the record date is prior to the date that the Exercised Shares are issued, except as provided in Section 4 of this Option Agreement.

(c) Termination of Relationship as a Service Provider . If Optionee ceases to be a Service Provider, other than upon Optionee’s death or Disability (as defined in Section 2(d) below), Optionee may exercise this Option within three (3) months following Optionee’s termination to the extent that this Option is vested on the date of termination (but in no event later than the expiration of the term of this Option as set forth herein).

(d) Disability of Optionee . If Optionee ceases to be a Service Provider as a result of Optionee’s Disability (as defined in this Section), all Shares subject to this Option shall immediately vest and Optionee may exercise this Option within one (1) year following Optionee’s termination (but in no event later than the expiration of the term of this Option as set forth herein). For purposes of this Option Agreement, the term “Disability” shall mean permanent and total disability as defined in Section 22(e)(3) of the Code.

(e) Death of Optionee . If Optionee dies while a Service Provider, all Shares subject to the Option shall immediately vest and this Option may be exercised within one (1) year following Optionee’s death (but in no event later than the expiration of the term of this Option as set forth herein), by the executor or administrator of Optionee’s estate or, if none, by the person(s) entitled to exercise this Option under Optionee’s will or the laws of descent or distribution.

3. Conditions to Issuance of Shares .

(a) Compliance with Law . No Shares shall be issued pursuant to the exercise of this Option unless such issuance and exercise complies with the requirements relating to stock options and the issuance and sale of securities under state corporate laws, United States federal and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted and the applicable laws of any foreign country or jurisdiction where the Company may grant options (the “Applicable Laws”) and shall be further subject to the approval of counsel of the Company with respect to such compliance. Assuming such compliance, for income tax purposes the Exercised Shares shall be considered transferred to Optionee on the date the Option is exercised (in conformity with the requirements of this Option Agreement) with respect to such Exercised Shares. Under no circumstance shall the Company be obligated to effect or maintain any registration under the Securities Act of 1933, as amended (the “Securities Act”) or other similar Applicable Laws.


R UBICON T ECHNOLOGY , I NC .	-2-	S TOCK O PTION A GREEMENT
		(Director/Advisory)

(b) Investment Representation . As a condition to the exercise of this Option, in the event that the sale of Shares under this Option Agreement is not registered under the Securities Act but an exemption is available which requires an investment representation or other representation, Optionee shall represent and agree at the time of exercise that the Shares being acquired upon exercising this Option are being acquired for investment, and not with a view to the sale or distribution thereof, and shall make such other representations as are deemed necessary or appropriate by the Company and its counsel.

(c) Inability to Obtain Authority . The inability or failure of the Company to obtain authority from any regulatory body having jurisdiction (including, without limitation, effectiveness of a registration statement under the Securities Act), which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares pursuant to the exercise of this Option, shall not subject the Company to, and shall relieve the Company of, any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained.

4. Adjustments Upon Changes in Capitalization, Dissolution, Merger, Reorganization or Sale .

(a) Changes in Capitalization . Subject to any required action by the stockholders of the Company, the number of Shares covered by this Option, as well as the Exercise Price per Share covered by this Option, shall be proportionately adjusted to account for any increase or decrease in the number of outstanding shares of Common Stock resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Common Stock, or any other increase or decrease in the number of issued Shares effected without receipt of consideration by the Company; provided , however , that conversion of any convertible securities of the Company shall not be deemed to have been “effected without receipt of consideration.” Such adjustment shall be made by the Board of Directors of the Company, whose determination in that respect shall be final, binding and conclusive.

(b) Dissolution or Liquidation . In the event of the proposed dissolution or liquidation of the Company, the Company shall notify Optionee as soon as practicable prior to the effective date of such proposed transaction. The Company in its discretion may (but shall not be required to) provide for Optionee to have the right to exercise this Option until ten (10) days prior to such transaction as to the vested portion or all of the Shares covered hereby (including Shares as to which the Option would not otherwise be exercisable). In addition, the Company may provide that any Company repurchase option applicable to any Shares purchased upon exercise of this Option shall lapse as to all such Shares, provided the proposed dissolution or liquidation takes place at the time and in the manner contemplated. To the extent it has not been previously exercised, this Option will terminate immediately prior to the consummation of such proposed action.

(c) Merger, Reorganization or Sale . In the event of any merger, consolidation, or similar reorganization of the Company with any other entity pursuant to which the holders of shares of Common Stock surrender shares of Common Stock (or such shares are deemed converted) in exchange for other shares of capital stock or securities of the Company or another entity or the sale of substantially all of the assets of the Company, if this Option is not assumed or an equivalent option or right is not substituted by the successor corporation or a Parent or Subsidiary of the successor corporation, then Optionee shall fully vest in and have the right to exercise this Option as to all of the Shares covered hereby, including Shares as to which it would not otherwise be vested or exercisable. If this Option becomes fully vested and exercisable in lieu of assumption or substitution in the event of a merger or sale of assets, the Company shall notify Optionee in writing or electronically that this Option shall be fully vested and exercisable for a period of fifteen (15) days from the date of such notice, and this Option shall terminate upon the expiration of such period. For the purposes of this Section 4(c), the determination of whether this Option has been assumed or substituted shall be made by the Board of Directors of the Company, whose determination in that respect shall be final, binding and conclusive.

(d) Reservation of Rights . Except as provided in this Section 4, Optionee shall have no rights by reason of (i) any subdivision or consolidation of shares of stock of any class, (ii) the payment of any dividend, or (iii) any other increase or decrease in the number of shares of stock of any class. Any issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number or Exercise Price of Shares subject to this Option. The grant of this Option shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes of its capital or business structure, to merge or consolidate or to dissolve, liquidate, sell or transfer all or any part of its business or assets.


R UBICON T ECHNOLOGY , I NC .	-3-	S TOCK O PTION A GREEMENT
		(Director/Advisory)

5. Method of Payment .

Payment of the aggregate Exercise Price shall be by any of the following, or a combination thereof, at the election of Optionee:

(a)

cash; or

(b)

certified check; or

(c)

such other consideration as permitted by the Company in its sole discretion.

6. Non-Transferability of Option .

This Option may not be transferred in any manner otherwise than by will or by the laws of descent or distribution and may be exercised during the lifetime of Optionee only by Optionee. The terms of this Option Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of Optionee.

7. Other Restrictions .

(a) Stockholders’ Agreement . As a condition precedent to the exercise of the Option, Optionee shall agree to be bound by the terms and conditions of that certain Amended and Restated Stockholder’s Agreement, dated as of May 28, 2004, by and between the Company and the Stockholders (as defined therein) (as the same may be amended, modified, supplemented or restated, from time to time, the “Stockholders’ Agreement”). Optionee shall, upon exercise of the Option, deliver an executed version of the Adoption of Stockholders’ Agreement, attached hereto as Exhibit B , to the Company. Optionee agrees to be bound by the Stockholders’ Agreement as a Stockholder.

(b) Repurchase Option . Optionee acknowledges and understands that the Stockholder’s Agreement grants the Company the right to repurchase the Shares upon the occurrence of certain events on the terms provided for in Section 2.5 of the Stockholders’ Agreement. Optionee agrees that the Disability of Optionee at such time as Optionee is a Service Provider shall be deemed a “Triggering Event” under clause (ii) of Section 2.5 of the Stockholders’ Agreement. Further, Optionee agrees that the repurchase rights under such Section 2.5 shall survive until the later of (i) one (1) year after the date Optionee ceases to be a Service Provider, or (ii) one (1) year after the exercise by Optionee or Optionee’s estate, heirs, beneficiaries, representatives or successors in interest (the “Successors”) of any vested portion of the Option, all, or any portion of, Optionee’s Shares purchased upon exercise of this Option Agreement.

8. Securities Restrictions .

(a) Securities Law Restrictions . Regardless of whether the offering and sale of Shares under this Option Agreement have been registered under the Securities Act or have been registered or qualified under the securities laws of any state, the Company at its discretion may impose restrictions upon the sale, pledge or other transfer of such Shares (including the placement of appropriate legends on stock certificates or the imposition of stop-transfer instructions) if, in the judgment of the Company, such restrictions are necessary or desirable in order to achieve compliance with the Securities Act, the securities laws of any state or any other law.

(b) Market Stand-Off . In connection with any underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under the Securities Act, including the Company’s initial public offering, Optionee shall not directly or indirectly without the prior written consent of the Company or its underwriters (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, lend or otherwise dispose of or transfer any Shares or any securities convertible into or exchangeable or exercisable for such Common Stock, whether now owned or hereafter acquired by Optionee or with respect to which Optionee has or hereafter acquires the power of disposition or file any registration statement under the Securities Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of such Common Stock or any securities convertible into or exchangeable or exercisable for such Common Stock, whether any such swap or transaction is to be settled by delivery of such Common Stock or other securities in cash or otherwise or (iii) agree to engage in any of the foregoing transactions. Such restriction, or other substantially similar restriction requested by the underwriters (in either case, the “Market Stand-Off”) shall be in effect for such period of time following the date of the final prospectus for the


R UBICON T ECHNOLOGY , I NC .	-4-	S TOCK O PTION A GREEMENT
		(Director/Advisory)

offering as may be requested by the Company or such underwriters. In the event of the declaration of a stock dividend, a spin-off, a stock split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company’s outstanding securities without receipt of consideration, any new, substituted or additional securities which are by reason of such transaction distributed with respect to any Shares subject to the Market Stand-Off, or into which such Shares thereby become convertible, shall immediately be subject to the Market Stand-Off. In order to enforce the Market Stand-Off, the Company may impose stop-transfer instructions with respect to the Shares acquired under this Option Agreement until the end of the applicable stand-off period. The Company’s underwriters shall be beneficiaries of the agreement set forth in this Section 8(b). This Section 8(b) shall not apply to Shares registered in the public offering under the Securities Act, and Optionee shall be subject to this Section 8(b) only if the directors and executive officers of the Company are subject to similar arrangements. Optionee agrees to evidence the Market Stand-Off by execution of a written lock-up letter addressed to such underwriters if and to the extent and in such form as may be requested by such underwriters.

(c) Securities Legend . All certificates evidencing Shares purchased under this Option Agreement in an unregistered transaction shall bear the following legend (and such other restrictive legends as are required or deemed advisable under the provisions of any applicable law):

THE ISSUANCE OF THE SHARES EVIDENCED HEREBY WAS NOT REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE OR OTHER SECURITIES LAWS. NEITHER THE SHARES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF EXCEPT (I) PURSUANT TO EFFECTIVE REGISTRATIONS UNDER APPLICABLE SECURITIES LAWS OR (II) UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL (OR OTHER EVIDENCE SATISFACTORY TO THE COMPANY) ACCEPTABLE TO THE COMPANY, THAT THE PROPOSED DISPOSITION MAY BE EFFECTED IN COMPLIANCE WITH APPLICABLE SECURITIES LAWS WITHOUT REGISTRATION. ADDITIONAL RESTRICTIONS ON TRANSFER ARE SET FORTH HEREIN.

THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS, A FULL SUMMARY OR STATEMENT OF ALL OF THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL, OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH POWERS, PREFERENCES AND/OR RIGHTS. ANY SUCH REQUEST SHOULD BE ADDRESSED TO THE SECRETARY OF THE CORPORATION.

(d) Additional Legends . All certificates evidencing Shares purchased under this Option Agreement shall bear the following legend (and such other restrictive legends as are required or deemed advisable under the provisions of the Stockholders’ Agreement):

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF THE AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT DATED AS OF MAY 8, 2004, AS AMENDED, RESTATED OR OTHERWISE MODIFIED FROM TIME TO TIME. THE SHARES MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH SAID AGREEMENT.

(e) Removal of Legends . If, in the opinion of the Company and its counsel, any legend placed on a stock certificate representing Shares sold under this Option Agreement is no longer required, the holder of such certificate shall be entitled to exchange such certificate for a certificate representing the same number of Shares but without such legend.


R UBICON T ECHNOLOGY , I NC .	-5-	S TOCK O PTION A GREEMENT
		(Director/Advisory)

(f) Administration . Any determination by the Company and its counsel in connection with any of the matters set forth in this Section 8 shall be conclusive and binding on Optionee and all other persons.

9. Entire Agreement; Governing Law . this Option Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Optionee with respect to the subject matter hereof, and may not be modified adversely to Optionee’s interest except by means of a writing signed by the Company and Optionee. This Option Agreement is governed by the internal substantive laws, but not the choice of law rules, of the State of Illinois.

10. NO PROMISE OR GUARANTEE OF CONTINUED SERVICE . OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF THE OPTION PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED AN OPTION OR PURCHASING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT THIS OPTION AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE WITH OPTIONEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE OPTIONEE’S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE.


OPTIONEE		RUBICON TECHNOLOGY, INC.

/s/ Michael E. Mikolajczyk	By	/s/ Chris Moffitt
Signature

Michael E. Mikolajczyk		Chris Moffitt
Printed Name		Printed Name

Illinois		Chairman and CEO
State of Residence		Title


R UBICON T ECHNOLOGY , I NC .	-6-	S TOCK O PTION A GREEMENT
		(Director/Advisory)

EXHIBIT A

STOCK OPTION AGREEMENT

(Director/Advisor)

EXERCISE NOTICE

Rubicon Technology, Inc.

9931 Franklin Avenue

Franklin Park, IL 60131

Attention: Secretary

1. Exercise of Option . Effective as of today, , 20 , the undersigned (“Purchaser”) hereby elects to purchase shares (the “Shares”) of the Common Stock of Rubicon Technology, Inc. (the “Company”) under and pursuant to the Stock Option Agreement dated, , 20 (the “Option Agreement”). The purchase price for the Shares shall be $ per Share, as required by the Option Agreement.

2. Deliveries . Purchaser herewith delivers to the Company the full purchase price for the Shares and an executed Adoption of Stockholders’ Agreement (as defined in the Option Agreement).

3. Representations of Purchaser . Purchaser acknowledges that Purchaser has received, read and understood the Option Agreement and agrees to abide by and be bound by their terms and conditions.

4. Rights as Stockholder . Until the issuance (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company) of the Shares, no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the Shares being purchased hereby, notwithstanding the exercise of the Option. The Shares so acquired shall be issued to Optionee as soon as practicable after exercise of the Option in conformity with the requirements of the Option Agreement. No adjustment will be made for a dividend or other right for which the record date is prior to the date of issuance, except as provided in Section __ of the Option Agreement.

5. Tax Consultation . Purchaser understands that Purchaser may suffer adverse tax consequences (possibly including, without limitation, the obligation to make tax payments prior to realizing cash value) as a result of Purchaser’s purchase or disposition of the Shares. Purchaser represents that Purchaser has consulted with any tax consultants Purchaser deems advisable in connection with the purchase or disposition of the Shares and that Purchaser is not relying on the Company or any accountant, attorney or other agent of the Company for any tax advice.


				Accepted by:
PURCHASER				RUBICON TECHNOLOGY, INC.


Signature				By


Printed Name				Name


Address				Title


Address				Date Received


R UBICON T ECHNOLOGY , I NC .	Exhibit A	S TOCK O PTION A GREEMENT
	Exercise Notice

EXHIBIT B

STOCK OPTION AGREEMENT

(Director/Advisor)

ADOPTION OF STOCKHOLDERS’ AGREEMENT

The undersigned (the “Purchaser”) as a condition precedent to becoming owner of record of shares of the Common Stock, par value $0.001 per share, of Rubicon Technology, Inc., a Delaware corporation (the “Company”), hereby agrees to become a party to and be bound by that certain Amended and Restated Stockholders’ Agreement, dated as of May 8, 2004, by and among the Company and the Stockholders (as defined therein), as the same may be amended from time to time, attached hereto as Exhibit I (the “Stockholders’ Agreement”). The Purchaser hereby agrees to be bound by the Stockholders’ Agreement as a Stockholder.

IN WITNESS WHEREOF, this Adoption of Stockholder’s Agreement has been duly executed by or on behalf of the undersigned as of the date below written.


				Accepted by:
PURCHASER				RUBICON TECHNOLOGY, INC.


Signature				By


Printed Name				Name


Address				Title


Address				Date Received


R UBICON T ECHNOLOGY , I NC .	Exhibit C	S TOCK O PTION A GREEMENT
	Adoption of Stockholder’s Agreement

Exhibit 4.5

R UBICON T ECHNOLOGY , I NC .

STOCK OPTION AGREEMENT

(Director/Advisor)

THIS STOCK OPTION AGREEMENT (the “Option Agreement”) is made and entered into as of September 9, 2004 (the “Date of Grant”), by and between RUBICON TECHNOLOGY, INC., a Delaware corporation (the “Company”) and James Brissenden (“Optionee”).

WHEREAS , in recognition of Optionee’s service to the Company as a member of the Company’s Advisory Board , the Company wishes to grant Optionee non-qualified options to purchase shares of the Common Stock, $0.001 par value per share, of the Company (the “Common Stock”); and

WHEREAS , the parties wish to evidence in writing the terms and conditions of the Option (as defined in Section 1) granted hereunder.

1. Grant of Option; Vesting; Term .

(a) Grant . The Company hereby grants to Optionee an option (this “Option”) to purchase up to 71,250 shares of Common Stock (the “Shares”) at the exercise price per share of $0.38 (the “Exercise Price”), such Share amount and Exercise Price being subject to adjustment as provided in this Option Agreement and otherwise as subject to the terms and conditions of this Option Agreement.


R UBICON T ECHNOLOGY , I NC .	-1-	S TOCK O PTION A GREEMENT
		(Director/Advisory)

For purposes of this Option Agreement, the term “Service Provider” shall mean a member of the Company’s Advisory Board .

(c) Term . Except as otherwise provided herein, the Option granted hereunder shall be for a term of five (5) years from the Date of Grant.

(d) Non-Qualified Stock Option . This Option is not intended to qualify as an Incentive Stock Option under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).

2. Exercise of Option .

3. Conditions to Issuance of Shares .


R UBICON T ECHNOLOGY , I NC .	-2-	S TOCK O PTION A GREEMENT
		(Director/Advisory)

4. Adjustments Upon Changes in Capitalization, Dissolution, Merger, Reorganization or Sale .


R UBICON T ECHNOLOGY , I NC .	-3-	S TOCK O PTION A GREEMENT
		(Director/Advisory)

5. Method of Payment .

Payment of the aggregate Exercise Price shall be by any of the following, or a combination thereof, at the election of Optionee:

(a)

cash; or

(b)

certified check; or

(c)

such other consideration as permitted by the Company in its sole discretion.

6. Non-Transferability of Option .

7. Other Restrictions .

8. Securities Restrictions .


R UBICON T ECHNOLOGY , I NC .	-4-	S TOCK O PTION A GREEMENT
		(Director/Advisory)


R UBICON T ECHNOLOGY , I NC .	-5-	S TOCK O PTION A GREEMENT
		(Director/Advisory)


OPTIONEE		RUBICON TECHNOLOGY, INC.

/s/ James L. Brissenden	By	/s/ Chris Moffitt
Signature

James L. Brissenden		Chris Moffitt
Printed Name		Printed Name

South Carolina		Chairman and CEO
State of Residence		Title


R UBICON T ECHNOLOGY , I NC .	-6-	S TOCK O PTION A GREEMENT
		(Director/Advisory)

EXHIBIT A

STOCK OPTION AGREEMENT

(Director/Advisor)

EXERCISE NOTICE

Rubicon Technology, Inc.

9931 Franklin Avenue

Franklin Park, IL 60131

Attention: Secretary

2. Deliveries . Purchaser herewith delivers to the Company the full purchase price for the Shares and an executed Adoption of Stockholders’ Agreement (as defined in the Option Agreement).

3. Representations of Purchaser . Purchaser acknowledges that Purchaser has received, read and understood the Option Agreement and agrees to abide by and be bound by their terms and conditions.


				Accepted by:
PURCHASER				RUBICON TECHNOLOGY, INC.


Signature				By


Printed Name				Name


Address				Title


Address				Date Received


R UBICON T ECHNOLOGY , I NC .	Exhibit A	S TOCK O PTION A GREEMENT
	Exercise Notice

EXHIBIT B

STOCK OPTION AGREEMENT

(Director/Advisor)

ADOPTION OF STOCKHOLDERS’ AGREEMENT

IN WITNESS WHEREOF, this Adoption of Stockholder’s Agreement has been duly executed by or on behalf of the undersigned as of the date below written.


				Accepted by:
PURCHASER				RUBICON TECHNOLOGY, INC.


Signature				By


Printed Name				Name


Address				Title


Address				Date Received


R UBICON T ECHNOLOGY , I NC .	Exhibit C	S TOCK O PTION A GREEMENT
	Adoption of Stockholders’ Agreement

Exhibit 4.6

R UBICON T ECHNOLOGY , I NC .

STOCK OPTION AGREEMENT

(Director/Advisor)

WHEREAS , the parties wish to evidence in writing the terms and conditions of the Option (as defined in Section 1) granted hereunder.

1. Grant of Option; Vesting; Term .


R UBICON T ECHNOLOGY , I NC .	-1-	S TOCK O PTION A GREEMENT
		(Director/Advisory)

For purposes of this Option Agreement, the term “Service Provider” shall mean a member of the Company’s Advisory Board .

(c) Term . Except as otherwise provided herein, the Option granted hereunder shall be for a term of five (5) years from the Date of Grant.

(d) Non-Qualified Stock Option . This Option is not intended to qualify as an Incentive Stock Option under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).

2. Exercise of Option .

3. Conditions to Issuance of Shares .


R UBICON T ECHNOLOGY , I NC .	-2-	S TOCK O PTION A GREEMENT
		(Director/Advisory)

4. Adjustments Upon Changes in Capitalization, Dissolution, Merger, Reorganization or Sale .


R UBICON T ECHNOLOGY , I NC .	-3-	S TOCK O PTION A GREEMENT
		(Director/Advisory)

5. Method of Payment .

Payment of the aggregate Exercise Price shall be by any of the following, or a combination thereof, at the election of Optionee:

(a) cash; or

(b) certified check; or

6. Non-Transferability of Option .

7. Other Restrictions .

8. Securities Restrictions .


R UBICON T ECHNOLOGY , I NC .	-4-	S TOCK O PTION A GREEMENT
		(Director/Advisory)


R UBICON T ECHNOLOGY , I NC .	-5-	S TOCK O PTION A GREEMENT
		(Director/Advisory)


OPTIONEE		RUBICON TECHNOLOGY, INC.

/s/ Gordon Hunter	By	/s/ Chris Moffitt
Signature

		Chris Moffitt
Printed Name		Printed Name

		Chairman and CEO
State of Residence		Title


R UBICON T ECHNOLOGY , I NC .	-6-	S TOCK O PTION A GREEMENT
		(Director/Advisory)

EXHIBIT A

STOCK OPTION AGREEMENT

(Director/Advisor)

EXERCISE NOTICE

Rubicon Technology, Inc.

9931 Franklin Avenue

Franklin Park, IL 60131

Attention: Secretary

2. Deliveries . Purchaser herewith delivers to the Company the full purchase price for the Shares and an executed Adoption of Stockholders’ Agreement (as defined in the Option Agreement).

3. Representations of Purchaser . Purchaser acknowledges that Purchaser has received, read and understood the Option Agreement and agrees to abide by and be bound by their terms and conditions.


				Accepted by:
PURCHASER				RUBICON TECHNOLOGY, INC.

Signature				By

Printed Name				Name

Address				Title

Address				Date Received


R UBICON T ECHNOLOGY , I NC .	Exhibit A	S TOCK O PTION A GREEMENT
	Exercise Notice

EXHIBIT B

STOCK OPTION AGREEMENT

(Director/Advisor)

ADOPTION OF STOCKHOLDERS’ AGREEMENT

IN WITNESS WHEREOF, this Adoption of Stockholder’s Agreement has been duly executed by or on behalf of the undersigned as of the date below written.


				Accepted by:
PURCHASER				RUBICON TECHNOLOGY, INC.

Signature				By

Printed Name				Name

Address				Title

Address				Date Received


R UBICON T ECHNOLOGY , I NC .	Exhibit C	S TOCK O PTION A GREEMENT
	Adoption of Stockholders’ Agreement

Exhibit 4.7

R UBICON T ECHNOLOGY , I NC .

STOCK OPTION AGREEMENT

(Director/Advisor)

WHEREAS , the parties wish to evidence in writing the terms and conditions of the Option (as defined in Section 1) granted hereunder.

1. Grant of Option; Vesting; Term .


R UBICON T ECHNOLOGY , I NC .	-1-	S TOCK O PTION A GREEMENT
		(Director/Advisory)

For purposes of this Option Agreement, the term “Service Provider” shall mean [a member of the Company’s Board of Directors][a member of the Company’s Advisory Board] .

(c) Term . Except as otherwise provided herein, the Option granted hereunder shall be for a term of five (5) years from the Date of Grant.

(d) Non-Qualified Stock Option . This Option is not intended to qualify as an Incentive Stock Option under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).

2. Exercise of Option .

3. Conditions to Issuance of Shares .


R UBICON T ECHNOLOGY , I NC .	-2-	S TOCK O PTION A GREEMENT
		(Director/Advisory)

4. Adjustments Upon Changes in Capitalization, Dissolution, Merger, Reorganization or Sale .


R UBICON T ECHNOLOGY , I NC .	-3-	S TOCK O PTION A GREEMENT
		(Director/Advisory)

5. Method of Payment .

Payment of the aggregate Exercise Price shall be by any of the following, or a combination thereof, at the election of Optionee:

(a) cash; or

(b) certified check; or

6. Non-Transferability of Option .

7. Other Restrictions .

8. Securities Restrictions .


R UBICON T ECHNOLOGY , I NC .	-4-	S TOCK O PTION A GREEMENT
		(Director/Advisory)


R UBICON T ECHNOLOGY , I NC .	-5-	S TOCK O PTION A GREEMENT
		(Director/Advisory)


OPTIONEE		RUBICON TECHNOLOGY, INC.

/s/ Mitch Tyson	By	/s/ Chris Moffitt
Signature

Printed Name		Printed Name

State of Residence		Title


R UBICON T ECHNOLOGY , I NC .	-6-	S TOCK O PTION A GREEMENT
		(Director/Advisory)

EXHIBIT A

STOCK OPTION AGREEMENT

(Director/Advisor)

EXERCISE NOTICE

Rubicon Technology, Inc.

9931 Franklin Avenue

Franklin Park, IL 60131

Attention: Secretary

1. Exercise of Option . Effective as of today, , 20 , the undersigned (“Purchaser”) hereby elects to purchase shares (the “Shares”) of the Common Stock of Rubicon Technology, Inc. (the “Company”) under and pursuant to the Stock Option Agreement dated, , 20__ (the “Option Agreement”). The purchase price for the Shares shall be $ per Share, as required by the Option Agreement.

2. Deliveries . Purchaser herewith delivers to the Company the full purchase price for the Shares and an executed Adoption of Stockholders’ Agreement (as defined in the Option Agreement).

3. Representations of Purchaser . Purchaser acknowledges that Purchaser has received, read and understood the Option Agreement and agrees to abide by and be bound by their terms and conditions.


				Accepted by:
PURCHASER				RUBICON TECHNOLOGY, INC.

Signature				By

Printed Name				Name

Address				Title

Address				Date Received


R UBICON T ECHNOLOGY , I NC .	Exhibit A	S TOCK O PTION A GREEMENT
	Exercise Notice

EXHIBIT B

STOCK OPTION AGREEMENT

(Director/Advisor)

ADOPTION OF STOCKHOLDERS’ AGREEMENT

IN WITNESS WHEREOF, this Adoption of Stockholder’s Agreement has been duly executed by or on behalf of the undersigned as of the date below written.


		Accepted by:
PURCHASER		RUBICON TECHNOLOGY, INC.

Signature		By

Printed Name		Name

Address		Title

Address		Date Received


R UBICON T ECHNOLOGY , I NC .	Exhibit C	S TOCK O PTION A GREEMENT
	Adoption of Stockholders’ Agreement

Exhibit 5.1

[McGuireWoods LLP Letterhead]

November 20, 2007

Rubicon Technology, Inc.

9931 Franklin Avenue

Franklin Park, Illinois 60131

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

We have examined the Registration Statement on Form S-8 (the “Registration Statement”) to be filed by Rubicon Technology, Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission on the date hereof, in connection with the registration under the Securities Act of 1933, as amended, of an aggregate of 3,698,814 shares of your common stock, par value $0.001 per share (the “Shares”), reserved for issuance under the Rubicon Technology, Inc. 2001 Equity Plan, dated as of August 2, 2001, as amended; and the Rubicon Technology, Inc. 2007 Stock Incentive Plan dated as of August 29, 2007 (collectively, the “Plans”) and the Stock Option Agreement dated as of March 11, 2004 by and between Rubicon Technology, Inc. and Michael Mikolajczyk; the Stock Option Agreement dated as of September 9, 2004 by and between Rubicon Technology, Inc. and James Brissenden; the Stock Option Agreement dated as of September 9, 2004 by and between Rubicon Technology, Inc. and Gordon Hunter; and the Stock Option Agreement dated as of September 9, 2004 by and between Rubicon Technology, Inc. and Mitch Tyson (collectively, the “Stock Option Agreements”). As your legal counsel, we have reviewed the actions proposed to be taken by you in connection with the issuance and sale of the Shares to be issued under the Plans and the Stock Option Agreements.

In rendering this opinion, we have examined and relied upon (1) the Registration Statement and related prospectuses, (2) the Company’s Amended and Restated Certificate of Incorporation and Bylaws, as currently in effect, (3) the Company’s Amended and Restated Certificate of Incorporation and the Company’s Amended and Restated Bylaws, each of which shall be in effect upon the closing of the Company’s initial public offering of its common stock, (4) the Plans, (5) the Stock Option Agreements and (6) other records, documents, certificates, memoranda and instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below.

In rendering this opinion, we have assumed that (1) all information contained in all documents reviewed by us is correct, (2) all signatures on all documents reviewed by us are genuine, (3) all documents submitted to us as originals are true and complete, (4) all documents submitted to us as copies are true and complete copies of originals thereof, (5) each natural person signing any document reviewed by us had the legal capacity to do so and (6) each natural person signing in a representative capacity any document reviewed by us had authority to sign in such capacity. Our opinion is expressed only with respect to the Delaware General Corporation Law, the Delaware Constitution and reported judicial decisions related thereto.

Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, upon issuance and delivery against payment therefor in accordance with the terms of the Plans and the Stock Option Agreements, will be validly issued, fully paid and nonassessable.

We consent to the use of this opinion as Exhibit 5.1 to the Registration Statement, and further consent to the use of our name wherever appearing in the Registration Statement and any amendments thereto. In giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations promulgated thereunder.

Very truly yours,

/s/ McGuireWoods LLP

McGuireWoods LLP

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement on Form S-8, of our report dated September 4, 2007, except for Note 12, as to which the date is October 30, 2007, with respect to the financial statements of Rubicon Technology, Inc. (which report expressed an unqualified opinion and contains explanatory paragraphs relating to the restatement discussed in Note 12 and the adoption of Statement of Financial Accounting Standards No. 123(R), Share-Based Payment , and Financial Accounting Standards Board Staff Position 150-5, Issuer’s Accounting under FASB Statement No. 150 for Freestanding Warrants and Other Similar Instruments on Shares That Are Redeemable ) contained in the Registration Statement of Rubicon Technology, Inc. on Form S-1 (File No. 333-145880, effective November 15, 2007) filed with Securities and Exchange Commission on November 13, 2007.

/s/ GRANT THORNTON LLP

GRANT THORNTON LLP

Chicago, Illinois

November 20, 2007