STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD c/o Starboard Value LP 777 Third Avenue, 18th Floor New York, New York 10017Nomination Agreement • February 6th, 2023 • Starboard Value LP • Plastic materials, synth resins & nonvulcan elastomers
This letter sets forth our mutual agreement with respect to compensation to be paid to you for your agreement to be named and serve as a nominee of a group of investors (the “Starboard Group”), including Starboard Value and Opportunity Master Fund Ltd, an affiliate of Starboard Value LP, for election as a director of Rogers Corporation (the “Company”) at the Company’s 2023 annual meeting of shareholders including any other meeting of shareholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the “Annual Meeting”).
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD c/o Starboard Value LP 777 Third Avenue, 18th Floor New York, New York 10017Nominee Agreement • February 6th, 2023 • Starboard Value LP • Plastic materials, synth resins & nonvulcan elastomers
Thank you for agreeing to serve as a nominee for election to the Board of Directors of Rogers Corporation (the “Company”) in connection with the proxy solicitation that Starboard Value and Opportunity Master Fund Ltd and its affiliates (collectively, the “Starboard Group”) is considering undertaking to nominate and elect directors at the Company’s 2023 annual meeting of shareholders, or any other meeting of shareholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the “Starboard Group Solicitation”). Your outstanding qualifications, we believe, will prove a valuable asset to the Company and all of its shareholders. This letter (“Agreement”) will set forth the terms of our agreement.
GROUP AGREEMENTGroup Agreement • February 6th, 2023 • Starboard Value LP • Plastic materials, synth resins & nonvulcan elastomers
WHEREAS, certain of the undersigned are shareholders, direct or beneficial, of Rogers Corporation, a Massachusetts corporation (the “Company”);
