-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, G+REHurNCOfjna9sQyC6EftukmLHj4vWvMQxo6JT9GrOAglg3HYfw+CF9bsT4tQm nrvUGMHtCmDJb5eb31ZFAw== 0001157523-06-001868.txt : 20060223 0001157523-06-001868.hdr.sgml : 20060223 20060222173350 ACCESSION NUMBER: 0001157523-06-001868 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20060215 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060223 DATE AS OF CHANGE: 20060222 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROGERS CORP CENTRAL INDEX KEY: 0000084748 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS, MATERIALS, SYNTH RESINS & NONVULCAN ELASTOMERS [2821] IRS NUMBER: 060513860 STATE OF INCORPORATION: MA FISCAL YEAR END: 0101 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04347 FILM NUMBER: 06637078 BUSINESS ADDRESS: STREET 1: P.O. BOX 188 STREET 2: ONE TECHNOLOGY DRIVE CITY: ROGERS STATE: CT ZIP: 06263-0188 BUSINESS PHONE: 8607749605 MAIL ADDRESS: STREET 1: ONE TECHNOLOGY DRIVE CITY: ROGERS STATE: CT ZIP: 06263 8-K 1 a5086873.txt ROGERS CORPORATION 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 15, 2006 Rogers Corporation -------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) Massachusetts 1-4347 06-0513860 ------------------- ------------------- ------------------- (State or other Jurisdiction (Commission File Number) (I.R.S. Employer of Incorporation) Identification No.) One Technology Drive P.O. Box 188 Rogers, Connecticut 06263-0188 ---------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (860) 774-9605 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) --------------------------------- 1 ITEM 1.01 Entry into a Material Definitive Agreement As more fully described in Item 5.02 below, the disclosure which is incorporated by reference into this Item 1.01, on February 15, 2006, Dennis M. Loughran, who was appointed Vice President Finance and Chief Financial Officer of Rogers Corporation ("Rogers") effective February 1, 2006, was awarded stock options and restricted stock. In addition, on February 16, 2006, Rogers approved the entering into of its standard form of Indemnification Agreement (Officer Form) with Mr. Loughran which provides that, among other things, Rogers will indemnify Mr. Loughran against certain liabilities that may arise by reason of his status or service as a Rogers Officer, and that Rogers will advance to him the expenses incurred as a result of a proceeding as to which he may be indemnified. The above description is qualified in its entirety by the terms of the Form of Indemnification Agreement (Officer Form), a copy of which has been previously filed as Exhibit 99.2 to Rogers' Current Report on Form 8-K, filed on December 14, 2004, and is incorporated herein by reference. Also, on February 16, 2006, Rogers approved the entering into of its standard form of Indemnification Agreement (Director Form) with Carol R. Jensen, who was appointed a new Director of Rogers on February 16, 2006. The agreement provides that, among other things, Rogers will indemnify Ms. Jensen against certain liabilities that may arise by reason of her status or service as a Rogers Director, and that Rogers will advance to her the expenses incurred as a result of a proceeding as to which she may be indemnified. The above description is qualified in its entirety by the terms of the Form of Indemnification Agreement (Director Form), a copy of which has been previously filed as Exhibit 99.1 to Rogers' Current Report on Form 8-K, filed on December 14, 2004, and is incorporated herein by reference. Rogers has revised the forms of certain agreements under Rogers' 2005 Equity Compensation Plan (the "2005 Plan") pursuant to which incentive stock options, non-qualified stock options (for officers and employees, with vesting) and restricted stock may be granted. Copies of these forms, as initially adopted, were previously filed as Exhibits 10.2, 10.3 and 10.7, respectively, to Rogers' Registration Statement on Form S-8 dated April 28, 2005, and filed on April 29, 2005. The revised forms of these agreements are filed herewith as Exhibits 10.2, 10.3 and 10.7, respectively. On February 15, 2006, the Compensation and Organization Committee of the Board of Directors approved grants of stock options for the following executive officers: Name/Title Number of Shares Number of Shares in Non-Qualified in Incentive Stock Stock Option Grant Option Grant Robert C. Daigle 2,600 6,000 Vice President of Research & Development and Chief Technology Officer Paul B. Middleton 0 5,750 Corporate Controller John A. Richie 1,900 6,000 Vice President, Human Resources 2 Robert M. Soffer 0 5,750 Vice President, Treasurer and Secretary Robert D. Wachob 33,500 4,000 President and Chief Executive Officer All of the above non-qualified stock options and incentive stock options to purchase, for up to ten years (unless previously terminated), shares of common stock of Rogers, $1.00 par value per share ("Common Stock"), were granted pursuant to the 2005 Plan at an exercise price of $48.00, the fair market value per share of Common Stock as of February 15, 2006. The options granted to Messrs. Daigle, Middleton, Richie and Soffer vest in one-third increments on the second, third and fourth anniversary of the grant date, February 15, 2006. The options granted to Mr. Wachob vest as follows: (i) the incentive stock option vests as to 2,000 shares on February 15, 2009 and 2,000 shares on February 15, 2010; and (ii) the non-qualified stock option vests as to 12,500 shares on February 15, 2008, 10,500 shares on February 15, 2009, and 10,500 shares on February 15, 2010. Collectively, Mr. Wachob's incentive stock options and non-qualified stock options vest in one-third increments. The above description is qualified in its entirety by the terms of the revised forms of Incentive Stock Option Agreement and Non-Qualified Stock Option Agreement (for Officers and Employees, with Vesting) copies of which are filed herewith as Exhibits 10.2 and 10.3, respectively. On February 16, 2006, the Board of Directors approved, effective April 1, 2006, an increase in compensation provided in connection with the service of Rogers non-employee Directors as follows: 1) an increase in the non-employee Director annual retainer from $25,000 to $35,000, 2) an increase in board meeting fees for a non-employee Director from $1,260 to $1,500, 3) an increase in the Lead Director's annual retainer premium from $5,000 to $15,000, 4) an increase in the Audit Committee chairperson's annual retainer premium from $5,000 to $10,000 per year, 5) the establishment of a new $5,000 annual retainer premium for the Nominating and Governance and Committee chairperson, 6) the establishment of a new $5,000 annual retainer premium for the Finance Committee chairperson, and 7) the establishment of a new $3,500 annual retainer premium for the Safety and Environment Committee chairperson. These changes are more fully described and set forth in Amendment No. 3 to Summary of Director and Executive Officer Compensation, which is filed as Exhibit 10r-3 to this Current Report on Form 8-K. ITEM 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. As previously reported in Rogers' Current Report on Form 8-K, filed on February 6, 2006, Dennis M. Loughran was appointed as Rogers' new Vice President Finance and Chief Financial Officer effective February 1, 2006 with certain compensation arrangements. On February 15, 2006, Mr. Loughran was awarded the following equity grants under Rogers' 2005 Equity Compensation Plan: (i) an incentive stock option to purchase, for up to ten years (unless previously terminated), up to 6,000 shares of Rogers Common Stock, at an exercise price of $48.00 per share (the fair market value of a share of Common Stock as of February 15, 2006) and which vests in one-third increments on the second, third and fourth anniversary dates of the grant; (ii) a non-qualified stock option to purchase, for up to ten years (unless previously terminated), up to 9,000 shares of Common Stock, at an exercise price of $48.00 per share (the fair market value of a share of Common Stock as of February 15, 2006) and which vests in one-third increments on the second, third and fourth anniversary dates of the grant; and (iii) 2,500 shares of restricted Common Stock, at a purchase price of $0 and which vest completely on the third anniversary date of the grant. The above description is qualified in its entirety by the terms of the revised forms of Incentive Stock Option 3 Agreement, Non-Qualified Stock Option Agreement (for Officers and Employees, with Vesting), and Restricted Stock Agreement, copies of which are filed herewith as Exhibits 10.2, 10.3 and 10.7, respectively. Also, on February 16, 2006, Rogers' Board of Directors voted to increase the size of the Board of Directors from ten to eleven members and appointed Carol R. Jensen as a new Director of Rogers. Ms. Jensen will serve as a Director until the April 2006 annual meeting of shareholders and thereafter until her successor is chosen and qualified. Ms. Jensen is currently President and Principal Partner of Lightning Ranch Group, which provides outsourced executive management services. From July 2001 to April 2004 she served as Global Vice President of R&D Performance Chemicals for the Dow Chemical Company. Between 1990 and 2001 Ms. Jensen held several roles of increasing responsibility at 3M Corporation, including Executive Director, Corporate Technology and Electro & Communications Markets; Managing Director of 3M Denmark; and Technical Director for the Electronics Products Division. She started her professional career with 11 years at IBM in a variety of positions including research, operations, product and process development, and sales and marketing. Ms. Jensen is eligible to participate in all compensation plans available to Rogers' other Directors. A summary of the compensation available to Rogers Directors is filed as Exhibit 10r-3 to this Current Report on Form 8-K. ITEM 7.01 Regulation FD Disclosure On February 17, 2006, Rogers issued a press release announcing the appointment of Carol R. Jensen as a new Director of Rogers. The press release is furnished as Exhibit 99.3 hereto and is incorporated by reference. The information furnished in this report in this Item 7.01 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing. ITEM 9.01 Financial Statements and Exhibits (c) Exhibits. Exhibit No. Description ----------- ----------- 10r-3* Amendment No. 3 to Summary of Director and Executive Officer Compensation, filed herewith. 4 10.2* Revised Form of Incentive Stock Option Agreement under the 2005 Plan, filed herewith. 10.3* Revised Form of Non-Qualified Stock Option Agreement (For Officers and Employees, with vesting) under the 2005 Plan, filed herewith. 10.7 * Revised Form of Restricted Stock Agreement under the 2005 Plan, filed herewith. 99.1* Form of Indemnification Agreement (Director Form), previously filed as Exhibit 99.1 to the Company's Current Report on Form 8-K, filed on December 14, 2004, and incorporated herein by reference. 99.2* Form of Indemnification Agreement (Officer Form), previously filed as Exhibit 99.2 to the Company's Current Report on Form 8-K, filed on December 14, 2004, and incorporated herein by reference. 99.3 Press release by Rogers Corporation dated February 17, 2006 announcing the appointment of Carol R. Jensen as a new Director of Rogers (furnished pursuant to Item 7.01). * Management Contract. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ROGERS CORPORATION By: /s/ Robert M. Soffer ------------------------------------------ Name: Robert M. Soffer Title: Vice President, Treasurer and Secretary Date: February 22, 2006 5 EXHIBIT INDEX Exhibit No. Description ----------- ----------- 10r-3* Amendment No. 3 to Summary of Director and Executive Officer Compensation, filed herewith. 10.2* Revised Form of Incentive Stock Option Agreement under the 2005 Plan, filed herewith. 10.3* Revised Form of Non-Qualified Stock Option Agreement (For Officers and Employees, with vesting) under the 2005 Plan, filed herewith. 10.7* Revised Form of Restricted Stock Agreement under the 2005 Plan, filed herewith. 99.1* Form of Indemnification Agreement (Director Form), previously filed as Exhibit 99.1 to the Company's Current Report on Form 8-K, filed on December 14, 2004, and incorporated herein by reference. 99.2* Form of Indemnification Agreement (Officer Form), previously filed as Exhibit 99.2 to the Company's Current Report on Form 8-K, filed on December 14, 2004, and incorporated herein by reference. 99.3 Press release by Rogers Corporation dated February 17, 2006 announcing the appointment of Carol R. Jensen as a new Director of Rogers (furnished pursuant to Item 7.01). * Management Contract. 6 EX-10 2 a5086873-ex10r3.txt EXHIBIT 10 Exhibit 10r-3 AMENDMENT NO. 3 TO SUMMARY OF DIRECTOR AND EXECUTIVE OFFICER COMPENSATION. As of February 22, 2006 Section I to Amendment No. 2 To Summary of Director and Executive Officer Compensation dated as of August 10, 2005 and filed as Exhibit 10r-2 to Rogers Corporation quarterly report filed on Form 10-Q filed with the Securities and Exchange Commission on August 10, 2005 is hereby amended and restated in its entirety: I. DIRECTOR COMPENSATION. The following table sets forth the rates of compensation for non-employee directors that will become effective on April 1, 2006. Annual Retainer - --------------- Audit Committee Chairperson* $45,000 Compensation and Organization Committee Chairperson $42,500 Lead Director* $50,000 Nominating and Governance Committee Chairperson $40,000 Finance Committee Chairperson $40,000 Safety and Environment Committee Chairperson $38,500 Each Other Non-Employee Director $35,000 * Robert G. Paul, who is Chairperson of the Audit Committee as well as Lead Director, on an annualized basis, will receive an annual retainer of $60,000 ($35,000 as a Non-Employee Director, an additional $10,000 as Chairperson of the Audit Committee, and an additional $15,000 as Lead Director). Board Meeting Attendance Fees - ----------------------------- Non-Employee Directors $1,500 Committee Meeting Attendance Fees - --------------------------------- Committee Chairpersons $1,500 Committee Members $1,000 Telephone Meetings 50% of the fee entitled had the meeting been held in person Under the 2005 Equity Compensation Plan, the annual retainer for non-employee directors is paid semi-annually in shares of Rogers capital stock, with the number of shares of stock granted based on their then fair market value (pro-rated to reflect directors joining the Board after the beginning of the year, as in the case of Carol R. Jensen, who joined the Board in February 2006). Stock options are also granted to each non-employee director twice a year. Currently, such semi-annual stock option grants are for 2,250 shares (also pro-rated, as in the case of Ms. Jensen) each with an exercise price equal to the fair market value of a share of Rogers capital stock as of the date of grant. Such options are immediately exercisable and expire ten years from the date of grant. On a yearly basis, non-employee directors can choose whether to receive their meeting fees in cash, stock or a combination thereof. In addition, under Rogers Voluntary Deferred Compensation Plan for Non-Employee Directors, such individuals may elect to defer all or a portion of their annual retainer and meeting fees, regardless of whether such amounts would have been paid in cash or in Rogers capital stock. For 2006, certain of Rogers' non-employee directors made the following elections: Eileen S. Kraus: Receive meeting fees in Rogers stock on a current basis. Gregory B. Howey: Defer receipt of Rogers stock for the annual retainer. Receive meeting fees in Rogers stock, but defer receipt. William E. Mitchell: Defer receipt of Rogers stock for the annual retainer. Rogers' other non-employee directors, Leonard M. Baker, Charles M. Brennan, III, Walter E. Boomer, Edward L. Diefenthal, Leonard R. Jaskol, Carol R. Jensen, and Robert G. Paul by not making any special election, will receive Rogers stock for the annual retainer on a current basis (as will Ms. Kraus) and will receive their meeting fees in cash on a current basis (as will Mr. Mitchell and Mr. Paul). 2 EX-10.2 3 a5086873-ex102.txt EXHIBIT 10.2 EXHIBIT 10.2 ROGERS CORPORATION 2005 EQUITY COMPENSATION PLAN INCENTIVE STOCK OPTION AGREEMENT Pursuant to the Rogers Corporation 2005 Equity Compensation Plan (the "Plan"), Rogers Corporation (the "Company") hereby grants to _____________________________ (the "Optionee"), an incentive 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. Subject to Section 2 below, this Stock Option shall become exercisable as follows: ________________________________________________; except that upon the occurrence of a Sale Event (as defined in the Plan) or for the reasons stated in Sections 2(a) or 2(b) below, this Stock Option shall become fully exercisable. 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. 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, to the extent it was exercisable on the date of termination of employment, 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 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 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 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 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 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 until the tenth anniversary of the Grant Date, if earlier. 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 1 of 4 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 issued. 4. Stock Option Not Transferable. 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 3(b) of the Plan. 6. Sale Event. The occurrence of a Sale Event (as defined in the Plan) shall cause this Stock Option to terminate, to the extent not then exercised, unless any surviving entity agrees to assume this Stock Option. 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 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. 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 2 of 4 obligation(s), in whole or in part, by electing (i) to make a payment to the Company in cash, by check or by other instrument acceptable to the Company, (ii) subject to the general or specific approval of the Compensation and Organization Committee of the Board of Directors of the Company (the "Committee"), to deliver to the Company a number of already-owned shares of Capital Stock having a value not greater than the amount required to be withheld (such number may be rounded up to the next whole share), or (iii) by any combination of (i) and (ii) and/or the procedures described in the following sentence. The Committee may also permit, in its sole discretion and in accordance with such procedures as it deems appropriate, the Optionee to have the Company withhold a number of shares which would otherwise be issued pursuant to this Stock Option having a value not greater than the amount required to be withheld (such number may be rounded up to the next whole share). The value of shares to be withheld or delivered (if permitted by the Committee) shall be based on the Fair Market Value of a share of Capital Stock as of the date the amount of tax to be withheld is to be determined. 9. Tax Status. The Stock Option is intended to qualify as an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended, but the Company does not represent or warrant that the Stock Option qualifies as such. The Optionee understands that in order to obtain the benefits of an incentive stock option under Section 422 of the Code, no sale or other disposition may be made of any shares of Capital Stock acquired upon the exercise of the Stock Option within the one-year period beginning on the day after the day of the transfer of such shares to him or her, nor within the two-year period beginning on the day after the Grant Date. The Optionee further understands that in order to obtain the benefits of an incentive stock option under Section 422 of the Code, the Stock Option must be exercised within (a) three months of the date of termination of employment in the case of termination by reason other than the Optionee's death or Disability, or (b) one year from the date of termination of employment in the case of termination by reason of Disability. If the Optionee intends to dispose or does dispose (whether by the sale, gift, transfer or otherwise) of any such shares within said periods, he or she will notify the Company or the Company's designee within 30 days after such disposition. In addition, Stock Options granted under the Plan (and any other plan maintained by the Company or any subsidiary or parent corporation) representing no more than $100,000 of the aggregate Fair Market Value of shares of Capital Stock (determined as of the time of grant) may become exercisable for the first time by the Optionee during any calendar year and be treated as incentive stock options under Section 422 of the Code. In the event that the Stock Option, or any portion thereof, shall for any reason fail to qualify as an incentive stock option under Section 422 of the Code, it shall thereafter be treated, to the extent of such failure, as a non-qualified stock option granted under the Plan. 10. 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. 3 of 4 11. No Obligation to Exercise Stock Option. The grant and acceptance of the Stock Option imposes no obligation on the Optionee to exercise it. 12. 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. 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 the Stock Option upon his or her death, that shares will be purchased in the exercise of the Stock Option for investment purposes only and not with a view to their distribution, as that term is used in the Securities Act of 1933, as amended, unless in the opinion of counsel to the Company such distribution is in compliance with or exempt from the registration and prospectus requirements of that Act. 15. Governing Law. This Agreement and the 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 the Stock Option which survive the Optionee's death. To obtain the beneficiary designation form, please go to the "Options and Equity Awards" section of the Schwab Equity Award Center website (http://equityawardcenter.schwab.com) and click on the "Review message" from your "employer". 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. 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 ------------------ By clicking Accept below I hereby acknowledge receipt of the foregoing Stock Option and agree to its terms and conditions: 4 of 4 EX-10.3 4 a5086873-ex103.txt EXHIBIT 10.3 EXHIBIT 10.3 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. Subject to Section 2 below, this Stock Option shall become exercisable as follows:_________________________________________________; except that upon the occurrence of a Sale Event (as defined in the Plan) or for the reasons stated in Sections 2(a) or 2(b) below, this Stock Option shall become fully exercisable. 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. 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, to the extent it was exercisable on the date of termination of employment, 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 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 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 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 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 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 until the tenth anniversary of the Grant Date, if earlier. 1 of 4 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, 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 issued. 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; 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 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 3(b) of the Plan. 6. Sale Event. The occurrence of a Sale Event (as defined in the Plan) shall cause this Stock Option to terminate, to the extent not then exercised, unless any surviving entity agrees to assume this Stock Option. 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 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. 2 of 4 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) 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. 9. Tax Status. The Stock Option is not intended to qualify as an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended. 10. 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. 11. No Obligation to Exercise Stock Option. The grant and acceptance of the Stock Option imposes no obligation on the Optionee to exercise it. 12. 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. 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 the Stock Option upon his or her death, that shares will be purchased in the exercise of the Stock Option for investment purposes only and not with a view to their distribution, as that term is used in the Securities Act of 1933, as amended, unless in the opinion of counsel to the 3 of 4 Company such distribution is in compliance with or exempt from the registration and prospectus requirements of that Act. 15. Governing Law. This Agreement and the 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 the Stock Option which survive the Optionee's death. To obtain the beneficiary designation form, please go to the "Options and Equity Awards" section of the Schwab Equity Award Center website (http://equityawardcenter.schwab.com) and click on the "Review message" from your "employer". 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. 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 ------------------ By clicking Accept below I hereby acknowledge receipt of the foregoing Stock Option and agree to its terms and conditions: 4 of 4 EX-10.7 5 a5086873-ex107.txt EXHIBIT 10.7 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. 1 of 4 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 2 of 4 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. 3 of 4 ROGERS CORPORATION By: -------------------------------- Name: Title: The undersigned hereby acknowledges receipt of the foregoing RSA and agrees to its terms and conditions: ----------------------------------- Grantee 4 of 4 EX-99.3 6 a5086873-ex993.txt EXHIBIT 99.3 Exhibit 99.3 Rogers Corporation - Appointment of a New Board Director ROGERS, Conn.--(BUSINESS WIRE)--Feb. 17, 2006--Rogers Corporation (NYSE:ROG) today announced that on February 16, 2006, its Board of Directors appointed Carol R. Jensen to serve as a member of the Company's Board. Ms. Jensen is currently President and Principal Partner of Lightning Ranch Group, which provides outsourced executive management services. From July 2001 to April 2004 she served as Global Vice President of R&D Performance Chemicals for the Dow Chemical Company. Between 1990 and 2001 Ms. Jensen held several roles of increasing responsibility at 3M Corporation, including Executive Director, Corporate Technology and Electro & Communications Markets; Managing Director of 3M Denmark; and Technical Director for the Electronics Products Division. She started her professional career with 11 years at IBM in a variety of positions including research, operations, product and process development, and sales and marketing. Ms. Jensen holds a Bachelor of Arts in Chemistry from Douglass College, Rutgers University, and a Ph.D. in Chemistry from the California Institute of Technology. Rogers Corporation, headquartered in Rogers, CT, U.S.A., develops and manufactures high-performance specialty materials, which serve a diverse range of markets including: portable communication devices, communication infrastructure, consumer products, computer and office equipment, ground transportation, and aerospace and defense. Rogers operates manufacturing facilities in Connecticut, Arizona, and Illinois in the U.S., in Gent, Belgium, in Suzhou, China, and in Hwasung City, Korea. Sales offices are located in Belgium, Japan, Taiwan, Korea, China, and Singapore. CONTACT: Rogers Corporation Edward Joyce, 860-779-5705 Fax: 860-779-5509 E-mail: edward.joyce@rogerscorporation.com Rogers' Web site: www.rogerscorporation.com -----END PRIVACY-ENHANCED MESSAGE-----