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
10, 2010
ROGERS
CORPORATION
(Exact
name of Registrant as specified in Charter)
|
Massachusetts |
1-4347 |
06-0513860 |
|
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer 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 240.13e-4(c))
Item 5.02. Departure of Directors of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements with Certain Officers.
On February 10, 2010, the Compensation and Organization Committee (the “Committee”) of the Board of Directors of Rogers Corporation (the “Company”) approved a second amendment (the “Second Amendment”) to the Rogers Corporation Annual Incentive Compensation Plan (the “AICP”). The Second Amendment allows the Committee greater discretion when determining how much of a named executive officer’s target award under the AICP (other than for the CEO) will be attributable to corporate performance versus division/group performance. As amended, 40% to 100% of a named executive officer’s target award may be based on corporate performance and 0% to 60% of a named executive officer’s target award may be based on division / group performance. This change does affect the target amount to be paid upon meeting performance targets.
The above descriptions of the AICP and the Second Amendment are qualified in their entirety by the terms of the AICP, a copy of which has been previously filed as Exhibit II to the Company's Definitive Proxy Statement on Form DEF 14A, filed on March 20, 2009, and is incorporated herein by reference, and the Second Amendment, which is filed as Exhibit 10.2 to this Form 8-K.
On February 10, 2010, the Committee also approved a third amendment (the “Third Amendment”) to the Rogers Corporation Voluntary Deferred Compensation Plan For Key Employees (the “VDCP”). The Third Amendment allows the Company to provide participants with more time to elect to defer payment of bonuses under the VDCP for performance periods being on or after January 1, 2011. It also immediately allows the Company to cash out “de minimis” account balances after a participant separates from service with the Company. The changes set forth in the Third Amendment are intended to comply with the requirements of applicable tax laws.
The above description of the Third Amendment is qualified in its entirety by the terms of the VDCP (amended and restated effective as of October 24, 2007 and amended on May 20, 2008 and July 30, 2009), a copy of which has been previously filed as Exhibit 10j to the Registrant’s Quarterly Report on Form 10-Q filed November 8, 2007, and is incorporated herein by reference, and the Third Amendment, which is filed as Exhibit 10.4 to this Form 8-K.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. |
| Exhibit No. | Description | |
| 10.1 | Rogers Corporation Annual Incentive Compensation Plan, as amended, previously filed as Exhibit II to the Company’s Definitive Proxy Statement, filed on March 20, 2009, and incorporated herein by reference. | |
| 10.2 | Second Amendment to Rogers Corporation Annual Incentive Compensation Plan. | |
| 10.3 | The Amended and Restated Rogers Corporation Voluntary Deferred Compensation Plan For Key Employees (amended and restated effective as of October 24, 2007 and amended on May 20, 2008 and July 30, 2009) was filed as Exhibit 10j to the Registrant’s Quarterly Report on Form 10-Q, filed November 8, 2007. The May 20, 2008 amendment was filed as Exhibit 10j to the Registrant’s Quarterly Report on Form 10-Q filed August 7, 2008, and the July 30, 2009 amendment was filed as Exhibit 10.6 to the Registrant’s Quarterly Report on Form 10-Q filed November 3, 2009, and are incorporated herein by reference. | |
| 10.4 | Third Amendment to the Amended and Restated Rogers Corporation Voluntary Deferred Compensation Plan For Key Employees. |
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.
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ROGERS CORPORATION |
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By: |
/s/ Robert M. Soffer |
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Robert M. Soffer |
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Vice President and Secretary |
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Date: |
February 17, 2010 |
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Exhibit 10.2
ROGERS CORPORATION
ANNUAL
INCENTIVE COMPENSATION PLAN
SECOND
AMENDMENT
Pursuant to the powers and procedures for amendment of the Rogers Corporation Annual Incentive Compensation Plan, as amended effective as of February 10, 2010 (the “Plan”), the Compensation and Organization Committee of the Board of Directors of Rogers Corporation (the “Committee”) hereby amends the Plan as follows, effective January 1, 2010:
| Target Award | ||||
| Corporate | Division/Group | |||
| Position | Performance | Performance | ||
| Executive Officers 1 | 40% - 100% | 60% - 0% | ||
| Other Corporate Participants 2 | 30% | 70% | ||
| Other Division Participants | 30% | 70% |
1 Excluding the CEO
2 The 70% Division Performance portion for each Corporate Report will be determined by multiplying 70% of his or her Target Award by the result obtained by dividing all divisional profit related to Divisional Performance by the total divisional profit if every Division had achieved their 100% target for the year.
| Notwithstanding anything to the contrary contained herein, the Committee may in its sole discretion vary performance weights for each executive officer between Corporate Performance and Division/Group Performance on a case-by-case basis as it deems appropriate.” |
| 3. | Except as expressly amended by this Second Amendment, the Plan in all other respects remains in full force and effect and is hereby confirmed. |
IN WITNESS WHEREOF, the Committee has caused this Second Amendment to the Plan to be duly executed on this 16 day of February 2010.
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ROGERS CORPORATION |
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| By: |
/s/ Pete Kaczmarek |
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| Its: | Senior Vice President | |
Exhibit 10.4
ROGERS CORPORATION
VOLUNTARY
DEFERRED COMPENSATION PLAN
FOR
KEY EMPLOYEES
(As Amended and Restated Effective as of October 24, 2007)
THIRD AMENDMENT
Pursuant to the powers and procedures for amendment of the Rogers Corporation Voluntary Deferred Compensation Plan For Key Employees, as amended and restated effective as of October 24, 2007, as further amended effective on May 20, 2008, and as further amended effective on July 30, 2009 (the “Plan”), the Compensation and Organization Committee of the Board of Directors of Rogers Corporation (the “Committee”) hereby amends the Plan as follows:
1. Section 4 of the Plan is hereby amended in its entirety to read as follows:
“4. Deferral Elections
(a) A Participant’s election to defer payments under Section 2 above (a “Deferral Election”) shall be in writing and shall be deemed to have been made upon receipt and acceptance by the Company. Separate Deferral Elections shall be made under Section 2 with respect to Salary payable as Stock Compensation, Salary payable as Cash Compensation, Bonus payable as Stock Compensation and Bonus payable as Cash Compensation, in each case payable with respect to amounts payable for services during a calendar year; provided, however, that a Participant cannot elect to defer any payment of any portion of his or her Stock Compensation earned with respect to periods of employment on or after January 1, 2010.
(b) Subject to Sections 4(c) and 4(d) below, in order to be effective hereunder, a Deferral Election for Salary and/or Bonus payable for services during any calendar year must be made not later than the December 31st of the immediately preceding calendar year, and in any case shall specify the time and method of payment pursuant to Section 6 below applicable to the amount(s) deferred hereunder.
(c) Notwithstanding anything to the contrary in Section 4(b) above, in the case of any Bonus with a performance period of at least 12 months that begins on or after January 1, 2011 and that qualifies as “performance-based compensation” (as defined in Treas. Reg. §1.409A-1(e)), a Participant may make a Deferral Election with respect to such performance-based compensation on or before the date that is six months before the end of such performance period (i.e., June 30th for a calendar year performance period), provided that (i) the Participant performs services continuously from the later of the beginning of such performance period or the date the performance criteria are established through the date an election is made under this Section 4(c), (ii) an election to defer performance-based compensation may not be made after such compensation has become readily ascertainable and (iii) the Company may determine in its sole discretion from time to time not to allow a Participant to defer Bonuses under this Section 4(c). The requirements for a Deferral Election under this Section 4(c) shall be interpreted consistent with the requirements of Treas. Reg. §1.409A-2(a)(8).
(d) Notwithstanding anything to the contrary in Section 4(b) above, any person who becomes a Participant during a calendar year may make Deferral Elections for such calendar year with respect to Salary and/or Bonus payable solely with respect to services after such Deferral Elections are made at any time on or before the 30th day after the date he or she becomes a Participant. The requirements for a Deferral Election under this Section 4(d) shall be interpreted consistent with the requirements of Treas. Reg. §1.409A-2(a)(7).
(e) A Deferral Election made under this Section 4 shall become irrevocable and may not be revised after the last date on which it could have been made under this Section 4.
(f) A deferral made with respect to a Participant’s Salary shall be effected by reducing the Participant’s Salary payments (Stock Compensation, Cash Compensation or both, as applicable) in equal amounts or percentages for each pay period unless (i) the Company mandates another method of reduction, in its sole discretion or, (ii) the Participant elects another method of reduction which the Company has not determined to be administratively burdensome.”
2. The following is hereby added to the Plan as new Section 6(h):
“(h) If, at any time following a Participant’s “separation from service” (as defined under Section 409A of the Code), it is determined that the 409A Amount is less than the then applicable dollar amount under Section 402(g)(1)(B) of the Code, then, notwithstanding any other provision of this Section 6 (other than the six-month delayed payment prohibition for specified employees under Section 6(a) above), the Company may, in its sole discretion, distribute the 409A Amount as a single-sum payment. Any exercise of such discretion by the Company shall be set forth in writing, and a limited cash out payment under this Section 6(h) shall result in the termination and liquidation of the entirety of the Participant’s interest under all agreements, methods, programs, or other arrangements with respect to which deferrals of compensation are treated as having been deferred under a single nonqualified deferred compensation plan under §1.409A-1(c)(2) (but not including the Grandfathered Amount). The requirements for a limited cashout payment under this Section 6(h) shall be interpreted consistent with the requirements of Treas. Reg. §1.409A-3(j)(4)(v).”
3. The following is hereby added to the Plan as new Section 6(i):
“(i) If it is determined that a Participant’s Grandfathered Amount is less than the then applicable dollar amount under Section 402(g)(1)(B) of the Code, then, notwithstanding any other provision of this Section 6, the Company may, in its sole discretion, distribute the total balance of such Participant’s Grandfathered Amount as a single-sum payment. Any exercise of such discretion by the Company shall be set forth in writing. A limited cash out payment under this Section 6(i) shall result in the termination and liquidation of the entirety of the Grandfathered Amount and any similar benefits grandfathered under Section 409A. The requirements for a limited cashout payment under this Section 6(i) shall be interpreted in accordance with the requirements of Treas. Reg. §1.409A-6(a)(4)(i)(E).”
4. Except as expressly amended by this Third Amendment, the Plan in all other respects remains in full force and effect and is hereby confirmed.”
IN WITNESS WHEREOF, the Committee has
caused this Third Amendment to the Plan to be duly executed on this 12th
day of February, 2010.
| ROGERS CORPORATION | ||
| By: | /s/ Robert M. Soffer | |
| Its: | Vice President and Secretary | |