Form Gross-Up AgreementRogers Corp • December 2nd, 2021 • Plastic materials, synth resins & nonvulcan elastomers
As you know, Rogers Corporation (“Rogers”) has entered into a definitive agreement to be acquired by DuPont de Nemours, Inc. (the “Merger”), which we expect to be completed in the first half of 2022 (subject to applicable regulatory and shareholder approvals). Thank you for all you have done to propel Rogers to this point. As we prepare for the Merger, your continued dedication to Rogers is essential and, in consideration for your continued services, we are providing you with this “Gross-Up Agreement”. Under this Gross-Up Agreement, Rogers (or its successor) will pay you an amount such that, after taxes, you retain sufficient funds to pay any excise taxes imposed under the Internal Revenue Code on payments made to you in connection with the Merger. The terms of this Gross-Up Agreement are set forth below.
