ROGERS CORPORATION TIME-BASED RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • May 7th, 2012 • Rogers Corp • Plastic materials, synth resins & nonvulcan elastomers • Massachusetts
Rogers Corporation (the “Company”) hereby grants to Bruce Hoechner (the “Grantee”) 10,800 Restricted Stock Units (this “Award”). This award is not being granted under any shareholder approved equity compensation plan, and is intended to qualify as an “inducement award.” Notwithstanding the foregoing, this Time-Based Restricted Stock Unit Award Agreement (this “Agreement”) shall be construed and administered in accordance with the Rogers Corporation 2009 Long-Term Equity Compensation Plan (the “Plan”), the terms of which are hereby incorporated by reference, including but not limited to the provisions with respect to the powers of the Compensation and Organization Committee (the “Committee”) to interpret this Agreement and adjust the terms of this Agreement. This Agreement entitles the Grantee to payment in the form of Shares upon satisfying the vesting conditions described in Section 2 below. This Award is granted as of October 3, 2011 (the “Grant Date”).
McDermott Will & Emery LLPRogers Corp • May 7th, 2012 • Plastic materials, synth resins & nonvulcan elastomers
We have assisted in the preparation of a Registration Statement on Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to an aggregate of 544,800 shares (the “Shares”) of Capital (Common) Stock, $1.00 par value per share (the “Common Stock”) and associated Common Stock purchase Rights, of Rogers Corporation, a Massachusetts corporation (the “Company”) issuable under a Non-Qualified Stock Option Agreement and two Time-Based Restricted Stock Unit Award Agreements, each with a grant date of October 3, 2011 and entered into by the Company and Bruce Hoechner (collectively, the “Agreements”); and under the Rogers Corporation 2009 Long-Term Equity Compensation Plan, as amended (the “Plan”).
ROGERS CORPORATION NON-QUALIFIED STOCK OPTION AGREEMENTRogers Corporation • May 7th, 2012 • Rogers Corp • Plastic materials, synth resins & nonvulcan elastomers • Massachusetts
Rogers Corporation (the “Company”) hereby grants to Bruce Hoechner (the “Optionee”) a non-qualified stock option (this “Stock Option”) to purchase a maximum of 23,200 shares of (capital) common stock of the Company (the “Capital Stock”) at the price of $37.05 per share, subject to the terms of this agreement (this “Agreement”). This award is not being granted under any shareholder approved equity compensation plan, and is intended to qualify as an “inducement award.” Notwithstanding the foregoing, this Agreement shall be construed and administered in accordance with the Rogers Corporation 2009 Long-Term Equity Compensation Plan (the “Plan”), the terms of which are hereby incorporated by reference, including but not limited to the provisions with respect to the powers of the Compensation and Organization Committee (the “Committee”) to interpret this Agreement and adjust this Stock Option. The Grant Date for this Stock Option is October 3, 2011.
