-----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, VKDqI1Ozrf5xcbIODhmKpkAB4Y2BlRLCMqFBqt+G8PsBqZXWoIewi/Ynaynouazl YkwnZ/MsjDRcHzuLFOoMmg== 0001157523-09-006967.txt : 20091019 0001157523-09-006967.hdr.sgml : 20091019 20091019130553 ACCESSION NUMBER: 0001157523-09-006967 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20091014 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20091019 DATE AS OF CHANGE: 20091019 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: 1230 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04347 FILM NUMBER: 091125256 BUSINESS ADDRESS: STREET 1: P.O. BOX 188 STREET 2: ONE TECHNOLOGY DRIVE CITY: ROGERS STATE: CT ZIP: 06263-0188 BUSINESS PHONE: 860-779-5756 MAIL ADDRESS: STREET 1: ONE TECHNOLOGY DRIVE CITY: ROGERS STATE: CT ZIP: 06263 8-K 1 a6076581.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): October 14, 2009 ROGERS CORPORATION (Exact name of Registrant as specified in 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 and Zip Code) (860) 774-9605 (Registrant's telephone number, including area code) Not Applicable (Former Name or Former Address, if Changed Since Last Report) 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 (see General Instruction A.2. below): |_| 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 204.13e-4(c)) ================================================================================ Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On October 14, 2009, the Board of Directors of the Company adopted the Rogers Corporation Compensation Recovery Policy. This policy permits the Board to recover incentive compensation (as described), equity awards (as described) and related benefits from an executive officer that result from any financial result or operating objective that was impacted by misconduct (as defined). The Board may also recover incentive compensation, equity awards or related benefits that were earned, vested or granted following a willful violation of an employment obligation (as defined) by an executive officer. The effective date of the policy is January 1, 2010 and applies to any compensation as described above that is initially granted to, or earned by, an executive officer on or after that date. A copy of the Rogers Corporation Compensation Recovery Policy is attached hereto as Exhibit 10.1 and incorporated by reference. Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description - ----------- ----------- 10.1 Rogers Compensation Recovery Policy, filed here within. 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 ------------------------------ Robert M. Soffer Vice President and Secretary Date: October 19, 2009 EX-10.1 2 a6076581ex10-1.txt EXHIBIT 10.1 Exhibit 10.1 Rogers Corporation Compensation Recovery Policy If the Board determines that any Compensation earned or paid to an Executive Officer resulted from any financial result or operating objective that was impacted by the Misconduct, the Board may recover from an Executive Officer, directly or indirectly, any Compensation it considers appropriate under the circumstances. In addition, if the Board determines that an Executive Officer willfully violates an Employment Obligation, the Board may recover from that Executive Officer, directly or indirectly, any Compensation that was earned, vested or granted on or after such violation as it deems appropriate under the circumstances. The Board has the sole discretion to make any and all determinations under this policy; provided, however that the Board may delegate its authority to a Board Committee to make some or all determinations under this policy as it deems appropriate under the circumstances. Remedies under this policy are in addition to, and not in lieu of, any other relief available to Rogers Corporation due to an Executive Officer's Misconduct or willful violation of an Employment Obligation, including but not limited to employment termination. This policy shall be effective January 1, 2010, and apply to any Compensation that is initially granted or earned on or after that date. For purposes of this policy, the following terms shall have the meanings set forth below: "Board" means the Board of Directors of Rogers Corporation. "Board Committee" means any committee consisting of two or more independent directors (as determined under applicable listing requirements) designated by the Board to make any determination under this policy. "Compensation" means any incentive compensation (such as payments under the Annual Incentive Compensation Plan (AICP)), equity award (such as stock options and performance-based restricted stock units) or other compensation paid or payable by Rogers Corporation or its subsidiaries that is determined by reference to incentive compensation, an equity award or both (such as additional accruals under the Pension Restoration Plan due to AICP payments). "Employment Obligation" means any material obligation under an Employment, Confidentiality and Non-Compete Agreement (or any similar type of agreement), as determined by the Board. "Executive Officer" means any current or former officer of Rogers Corporation or any of its subsidiaries who has at any time been treated an executive officer of Rogers Corporation for purposes of Section 16 of the Securities Exchange Act of 1934, as amended. "Misconduct" means gross negligence, fraudulent behavior or illegal conduct. For avoidance of doubt, an Executive Officer's Compensation shall be subject to recovery under this Policy regardless of who was responsible for the gross negligence, fraudulent behavior or illegal conduct giving rise to any inaccurate or erroneous financial result or operating objective. -----END PRIVACY-ENHANCED MESSAGE-----