ROGERS CORP (Form: 8-K, Received: 09/26/2011 14:31:24)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):

(Exact name of Registrant as specified in Charter)

Massachusetts

(State or Other Jurisdiction of

Incorporation)

1-4347

(Commission File Number)

06-0513860

(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)

(Registrant's telephone number, including area code)

(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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o 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 3, 2011, the date on which Bruce D. Hoechner will become the new President and Chief Executive Officer of Rogers Corporation (the “Company”) as described below, Mr. Robert D. Wachob will step down as the Company’s President and Chief Executive Officer. Mr. Wachob will thereafter remain employed by the Company to assist Mr. Hoechner during this leadership transition under an amendment to his Executive Transition Agreement as described below. On October 3, 2011, Mr. Wachob will become Chairman of the Board of Directors of the Company (the “Board”) and serve the Company in that capacity until the end of 2011.

At a meeting held on September 20, 2011, the Board appointed Mr. Bruce D. Hoechner, 51, effective October 3, 2011, as the next President and Chief Executive Officer of the Company. At the same meeting, the Board also appointed Mr. Hoechner as a director of the Company effective October 3, 2011. Mr. Hoechner’s initial term as a director will expire at the 2012 Annual Meeting of Shareholders. Mr. Hoechner will not serve on any of the Board's committees.

For the past five years, Mr. Hoechner was based in Shanghai, China, first with Rohm and Haas, for whom he worked for 28 years, and then with Dow Chemical upon its acquisition of Rohm and Haas in 2009. While with Rohm and Haas, Mr. Hoechner served as Corporate Vice President, Asia Pacific Regional General Manager of the Paint and Coatings Materials business unit. After the Dow acquisition, Mr. Hoechner was appointed President, Asia Pacific Region, Dow Advanced Materials Division, which included coating materials, building and construction, electronic materials, water and process solutions and specialty materials businesses. Earlier in his career Mr. Hoechner worked in Singapore as a leader of a manufacturing and marketing joint venture between Rohm and Haas and a Japanese partner and in Bangkok, Thailand as Managing Director of Rohm and Haas Thailand. Mr. Hoechner also led specialty chemical global business units within Rohm and Haas with wide ranging business activities in Europe, North America, Latin America as well as Asia. Mr. Hoechner holds a Bachelor of Science degree in Chemical Engineering from Penn State University and is a graduate of the Wharton Management Certificate Program at the University of Pennsylvania. The Board will benefit from Mr. Hoechner’s many years of broad leadership experience across numerous geographies, businesses and functions in the specialty chemicals industry.

With respect to the disclosure required by Item 401(d) of Regulation S-K, there are no family relationships between Mr. Hoechner and any director or executive officer of the Company. With respect to Item 404(a) of Regulation S-K, there are no relationships or related transactions between Mr. Hoechner and the Company that would be required to be reported.

Letter Agreement with Bruce D. Hoechner

On September 20, 2011, Mr. Hoechner and the Company entered into a letter agreement, which is attached to this Form 8-K as Exhibit 10.1 and is incorporated by reference. The following summary of the offer letter does not purport to be complete and is subject to and qualified in its entirety by reference to Exhibit 10.1.

Mr. Hoechner’s initial annual base salary will be $460,018. Mr. Hoechner will participate in the Company's Annual Incentive Compensation Plan beginning in 2012 and his target bonus will be at 75% of annual base salary.

Mr. Hoechner will be paid a sign-on bonus equal to $220,000, which will be paid at the end of 2011. Mr. Hoechner will be required to repay the sign-on bonus if his employment is terminated other than due to a Qualifying Involuntary Termination (as defined below) before October 3, 2013.

Inducement Equity Awards

The Company has agreed to grant Mr. Hoechner the following initial equity awards on October 3, 2011 (the “Grant Date”) in connection with him agreeing to join the Company:

(i) 4 Year Cliff Vested Time-Based Restricted Stock Units

The number of shares subject to the 4 Year Cliff Vested Time-Based Restricted Stock Units will be equal to $400,000 divided by the closing price of the Company’s common stock on the Grant Date. This award is scheduled to fully vest on the fourth anniversary of the Grant Date, provided that Mr. Hoechner is employed with the Company at that time.

(ii) 3 Year Graded Vested Time-Based Restricted Stock Units

The number of shares subject to the 3 Year Graded Vested Time-Based Restricted Stock Units will be equal to $400,000 divided by the closing price of the Company’s common stock on the Grant Date. This award is scheduled to vest in equal one-third increments on each of the first three anniversaries of the Grant Date, provided that Mr. Hoechner is employed by the Company on each such date.

(iii) Time-Based Stock Options

The number of stock options to purchase the Company’s common stock under the Time-Based Stock Options will be equal to $400,000 divided by the Black-Scholes value of this option with respect to each share on the Grant Date. The per share exercise price shall be equal to the closing price of the Company’s common stock on the Grant Date and the Time-Based Stock Options shall have a 10 year term. Mr. Hoechner vests in 25% of the stock options upon the second anniversary of the Grant Date, 50% of the stock options upon the third anniversary of the Grant Date and 100% of the stock options upon the fourth anniversary of the Grant Date, provided that he is then employed by the Company on each such date.

Lapsing of vesting restrictions are accelerated if either Mr. Hoechner terminates employment due to death, Mr. Hoechner suffers a disability (as defined in the letter agreement) or Mr. Hoechner terminates employment due to a Qualifying Involuntary Termination. For purposes of this letter agreement, a Qualifying Involuntary Termination means either the Company terminates Mr. Hoechner’s employment without “Cause” or Mr. Hoechner leaves the Company due to a “Constructive Termination,” as each such term is defined in Company’s form of Officer Special Severance Agreement.

Additional Equity Awards

The inducement equity awards described above include the stock option and time-based restricted stock awards that would otherwise have been granted to Mr. Hoechner during 2012 and, as such, he will next be eligible to receive additional time-based stock options and time-based restricted stock during 2013. Mr. Hoechner will be eligible to receive a grant of performance-based restricted stock units in 2012 with a grant date value equal to $250,000.

Other Employment Benefits

The Company will reimburse automobile expenses incurred by Mr. Hoechner under the Company's Vehicle Reimbursement Program. The Company will pay Mr. Hoechner's qualifying relocation expenses under the Company’s relocation policy. If Mr. Hoechner has not relocated to the general location of the Rogers headquarters by October 3, 2011, the Company will pay Mr. Hoechner an additional special relocation benefit of $1,150 bi-weekly for two years. Mr. Hoechner will not be eligible to participate in the Company’s tax-qualified defined benefit pension plan.

Severance Protection prior to a Change in Control

Mr. Hoechner shall be entitled to the following severance benefits if his employment terminates due to a Qualifying Involuntary Termination that occurs prior to a Change in Control (as defined under the Officer Special Severance Agreement the Company and Mr. Hoechner will enter into as described below) and he otherwise meets the terms and conditions of the Rogers Severance Policy for Salaried Employees:

(i) 90 weeks of salary, which shall be paid over the 52 week period commencing upon the Qualifying Involuntary Termination.

(ii) continued insured welfare benefit coverage under the Rogers Severance Policy for Salaried Employees for the period Mr. Hoechner receives cash payments described in (i) above.

Enhanced Severance Protection Upon a Change in Control

The Officer Special Severance Agreement to be entered into between the Company and Mr. Hoechner, which is substantially the same as that between the Company and Mr. Wachob, provides severance and the other benefits described below upon a Qualifying Involuntary Termination. The cash severance benefit will be equal to 2.5 times the sum of Mr. Hoechner’s base salary at the time of termination (or, if greater, at the time of the Change in Control) and the most recent annual target bonus determined for Mr. Hoechner (or, if greater, the most recently paid bonus prior to the Change in Control). In addition, this agreement will provide a pro-rata bonus based on actual performance for the year of termination, and continuation of medical, dental and life insurance benefits for 30 months following termination. Stock options and other equity awards that vest based solely on continued employment will automatically vest if the surviving corporation does not assume the awards upon a Change in Control or upon employment termination triggering severance benefits. Performance-based restricted stock and other equity awards subject to performance vesting will be accelerated on a Change in Control on a pro rata basis and are determined based on actual company performance. If Mr. Hoechner materially breaches any of his obligations under his non-competition covenants, he will be required to repay any severance received with respect to the period in which the breach occurred, his right to continued welfare benefits will cease and all unvested equity awards will be cancelled. The aggregate benefits under the Officer Special Severance Agreement are limited in all events to an amount that does not equal or exceed an amount that would trigger golden parachute treatment under the federal tax laws.

Other Employment Obligations

Mr. Hoechner’s employment with the Company is contingent upon him signing the standard form of Rogers Corporation Employment, Invention, Confidentiality and Non-Compete Agreement applicable to the Company’s officers.

Indemnification Agreement for Bruce D. Hoechner

On September 20, 2011, the Board approved that Mr. Hoechner be covered under the Company’s standard form of indemnification agreement, which is attached to this Form 8-K as Exhibit 10.2 and is incorporated by reference. The following summary of the indemnification agreement does not purport to be complete and is subject to and qualified in its entirety by reference to Exhibit 10.2.

The indemnification agreement provides, to the fullest extent permitted under Massachusetts law, indemnification against all expenses and liabilities (as defined in the indemnification agreement) relating to, arising out of or resulting from indemnitee’s status as a director or officer of the Company or any other entity when serving in such capacity at the Company’s request. In addition, the indemnification agreement provides that the Company will pay in advance of a final disposition of a claim related expenses as and when incurred by the indemnitee.

Amendment to Executive Transition Agreement

On September 21, 2011, Mr. Wachob and the Company entered into an amendment to his Executive Transition Agreement, which is attached to this Form 8-K as Exhibit 10.3 and is incorporated by reference. The following summary of the amendment does not purport to be complete and is subject to and qualified in its entirety by reference to Exhibit 10.3.

The amendment provides for Mr. Wachob to remain employed with the Company to provide expanded transition services to the Company until on or about January 3, 2012. Mr. Wachob will continue to receive his current compensation package during this transition period. Mr. Wachob will also serve as Chairman of the Board of Directors until the end of 2011.

Item. 7.01. Regulation FD Disclosure.

On September 21, 2011, the Company issued two press releases regarding the matters discussed in Item 5.02 above. A copy of the press releases is attached to this report as Exhibit 99.

Item 9.01. Financial Statements and Exhibits.

Exhibit Number

Document Description

10.1	Letter Agreement between the Company and Bruce D. Hoechner agreed to on September 20, 2011.

10.2	Form of Indemnification Agreement

10.3	Amendment to Executive Transition Agreement between the Company and Mr. Wachob dated September 21, 2011

99	Press Releases Issued by the Company on September 21, 2011.

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: September 26, 2011

One Technology Drive / P.O. Box 188 / Rogers, CT 06263-0188 / 860.774.9605 / Fax: 860.779.5777

September 15, 2011

Mr. Bruce D. Hoechner

1406 Silo Road

Yardley, PA 01967

Dear Bruce:

I am very pleased to offer you the position of President and Chief Executive Officer of Rogers Corporation (“Rogers” or the “Company”) reporting directly to the Board of Directors. Everyone with whom you met was impressed with you and looks forward to having the opportunity to work with you.

By Company policy, the terms of your offer are set forth below. All payments shall be subject to customary payroll deductions for applicable taxes. For purposes of this letter, your “Hire Date” shall be considered to be October 3, 2011 (the “Hire Date”).

Salary

Your starting salary will be $17,693 paid bi-weekly, which is an annual rate of $460,018. Your next salary review will be the regular salary review in April 2013.

2. Bonus

Beginning January 1, 2012, you will become a participant in the Annual Incentive Compensation Plan (AICP). As a participant in this bonus program, you will be eligible for an incentive compensation target of 75% of base salary. The bonus will be paid to you in cash no later than one and a half months following the end of the year for which it is earned in an amount determined by the Compensation and Organization Committee consistent with the Company’s Annual Incentive Compensation Program (AICP) at that time. A copy of the current AICP is enclosed. The maximum bonus payment under the current plan is double the target bonus.

3. Sign-On Bonus

You will receive a one-time cash sign-on bonus of $220,000 (the “Sign-On Bonus”) in recognition of your potential lost 2011 bonus at your current employer. It will be paid in the last pay period of 2011. In the event of a termination of employment that is not a Qualifying Involuntary Termination (as defined in paragraph 4 below) prior to the second anniversary of the Hire Date, you will be required to repay the entire Sign-On Bonus.

4. Initial Equity Awards

In recognition of the potential loss from unvested equity awards and potential lost pension benefits at your current employer, you will be granted the following initial equity awards on your Hire Date as set forth below (value based on the FASB accounting amounts on the grant date):

4 Year Cliff Vested Restricted Stock Units

You will receive on your Hire Date restricted stock units equal in value to $400,000, as determined by the closing price of Rogers’s common stock on your Hire Date. This award will vest 100% on the fourth anniversary of your Hire Date, provided that you are then employed with Rogers at that time.

3 Year Graded Vested Restricted Stock Units

You will also receive on your Hire Date restricted stock equal in value to $400,000, as determined by the closing price of Rogers’s common stock on your Hire Date. This award will vest in equal one-third increments on each of the first three anniversaries of your Hire Date, provided that you are then employed by Rogers on each such date.

Time-Based Stock Options

You will receive a contractual right to purchase shares of Rogers common stock. This option shall be granted on your Hire Date. The number of shares subject to this option shall be equal to $400,000 divided by the Black-Scholes value of the option, as reasonably determined by Rogers, on your Hire Date. The per share exercise price shall be equal to the closing price of the Company’s common stock on your Hire Date and the option shall have a 10 year term. You shall vest in 25% of this option upon the second anniversary of your Hire Date, 50% of this option upon the third anniversary of your Hire Date and 100% of the fourth anniversary of your Hire Date, provided that you are then employed on each such date.

Notwithstanding the foregoing, the vesting of each of these initial equity awards will immediately accelerate fully in the event of your termination of employment with the Company due to death or disability, or if either the Company terminates your employment without “cause” or you resign with “good reason” (each such termination, a “Qualifying Involuntary Termination”). Stock options will expire five years after any such employment termination or the tenth anniversary of your Hire Date (the original expiration date) whichever is earlier. Solely for purposes of determining whether there is a Qualifying Involuntary Termination for purposes of this agreement, “cause” and “good reason” shall have the same meaning as set forth in Section 5 of the current Officer Special Severance Agreement.

We will provide you with a separate form of agreement with respect to each initial equity award within a reasonable time after your Hire Date.

5. Additional Equity Award

Typically, Rogers grants equity awards to it executive officers during the first quarter of the fiscal year. The initial equity awards described in paragraph 4 above include the stock option and time-based restricted stock awards that would otherwise have been granted to you during 2012. You will next be eligible to receive stock option and time-based restricted stock during 2013. You will be eligible to receive a grant of performance-base restricted stock award in 2012 in an amount equal to $250,000. Any additional equity awards you receive will be subject to the same standard terms as applicable to the company’s other executive officers, provided that notwithstanding any provision of any plan or agreement to the contrary, upon your death, disability or retirement, which for purposes of this agreement shall mean your attainment of age 55 and 5 years of service, any equity awards granted to you by Rogers Corporation shall vest in full and, to the extent applicable, become fully exercisable and remain exercisable for their full term .

6. Company Car

You will be eligible to participate in the Vehicle Reimbursement Program. Rogers employs a comprehensive method for calculating a reimbursement rate for the business use of your personal vehicle. Your vehicle and gas reimbursement is paid to you 100% tax-free, as long as you comply with program guidelines. Your reimbursement is comprised of two components: a fixed monthly amount and a variable amount that is dependent upon your monthly business mileage. Each participant's reimbursement amount is developed individually based on home address. An estimate of your fixed amount is approximately $600 per month. The variable component includes a calculated reimbursement for fuel, maintenance, and tires. A copy of the Vehicle Reimbursement Policy is included for your reference. For further details of this program, please contact Bonnie LeVan, Sr. Manager, Compensation & Benefits, at 860-779-5560 .

7. Relocation

You will be provided with relocation benefits as described in the enclosed Relocation Policy. Please contact your Location Human Resources Department to begin the relocation process. These benefits expire two years from your Hire date. If you do not relocate your primary residence to the general Rogers, CT location by your Hire Date, Rogers will pay you an additional special relocation benefit of $1,150 bi-weekly for two years. If you do relocate your primary residence to the general Rogers, CT location within two years of your Hire Date these payments will cease.

8. Employee Benefits

We will provide a flexible benefits package that presently contains choices in medical and dental insurance, flexible spending accounts, vision care and life insurance. In addition, we also provide salary continuation for short-term disability, long-term disability insurance, vacation and holiday pay, a 401(k) plan (Rogers Employee Savings and Investment Plan) with a Company-matching contribution, a Non-Qualified Deferred Compensation Plan with a Company-matching contribution, Employee Stock Purchase Plan, and tuition reimbursement. The Rogers Corporation defined benefit pension plan has been closed to new hires since January 1, 2008. Enclosed is information describing these programs. As with other organizations, our benefits package may change from time to time. As this occurs, we inform employees as quickly as practical. If you have any questions regarding your employee benefits please contact Bonnie LeVan, Senior Manager, Compensation & Benefits, at 860-779-5560.

9. Severance Protection Prior to a Change in Control

In the event that your employment with the Company terminates due to a Qualifying Involuntary Termination that occurs prior to a “Change in Control” (as defined in paragraph 10 below), Rogers will provide you with a cash severance benefit equal to 90 weeks of salary, which shall be paid to you over the 52 week period commencing upon your separation from service subject to the Section 409 rules described in Appendix A to this agreement. You will also be entitled to continued insured welfare benefit coverage under the Rogers Severance Policy for Salaried Employees for the period during which you receive cash severance payments. This severance protection will remain in effect during your employment with Rogers at all times prior to a Change in Control. Except as specifically provided to the contrary in this agreement (including Appendix A), all other provisions of the Rogers Severance Policy for Salaried Employees apply for purposes of determining your eligibility to receive the severance benefits set forth under this paragraph 9.

10. Severance Protection Upon a Change in Control

You will be offered the Officer Special Severance Agreement which provides certain benefits in the event that either Rogers (or its successor) terminates your employment without “Cause” or you resign due to “Constructive Termination” during the two year period beginning on the date of a “Change in Control,” as such terms are defined in the Officer Special Severance Agreement. A copy of the Officer Special Severance Agreement is enclosed. Please note that the treatment of equity awards issued by Rogers upon a Change in Control is described in the Officer Special Severance Agreement.

11. Compensation Recovery Policy; Stock Ownership Guidelines

Your initial equity award shall be subject to Rogers Corporation Compensation Recovery Policy in effect on your Hire Date. In addition, it is currently Rogers’ policy that executive officers own two times their base salary in Rogers common stock upon reaching their tenth anniversary of being an executive officer. Equity awards are intended to be a significant source for acquiring this level of stock ownership.

12. Employment Contingencies

This offer of employment is contingent upon the following:

●	Passing our pre-employment drug screen and background screen. The information for the drug screen is enclosed. Upon acceptance, please bring the drug screen form as well as photo identification to one of the sites provided as soon as possible.

●	Your ability to verify your identity and establish your right to work in the United States, as required by the Immigration Reform and Control Act of 1986.

●	Your signing the Rogers Corporation Employment, Invention, Confidentiality and Non-Compete Agreement. This document is enclosed for your review and will have to be signed on your first date of employment.

In addition you agree that you will relocate your primary residence to a commutable distance to Rogers corporate headquarters within two years of your hire date.

If you accept this offer and satisfy the employment contingencies, your employment will be at-will. It is the policy of Rogers not to enter into employment agreements. As such, either you or Rogers may terminate your employment relationship at any time, with or without advance notice, for any or no reason subject to the terms and conditions of this letter. This offer letter does not constitute a contract of employment for any fixed period, and is not intended to alter your at-will status in any way. The at-will nature of your employment may not be modified except in a writing signed by you and an authorized member of the Board of Directors. Subject to the terms and conditions of this letter, Rogers may, in its discretion, modify or terminate its employee benefit programs.

You and Rogers have represented to each other, and by signing this agreement each hereby confirms, that neither you nor Rogers party to any agreement that purports to restrict your or the Company ’s right to offer or accept your contemplated position with Rogers, as applicable. You acknowledge and understand that Rogers has relied on your representation in making this offer and Rogers understands that you have relied on their representation in accepting this offer.

This agreement, once executed by both you and Rogers, shall be binding upon you and inure to the benefits of, your heirs, beneficiaries, executors, administrators, successors and assigns. Rogers shall require any entity that acquires all or substantially all of the assets, stock or business of Rogers to assume this agreement.

All oral or written agreements or representations, express or implied, with respect to the subject matter of this agreement are set forth in this letter (unless reference is specifically made herein to other agreements).

If you have any questions, do not hesitate to contact me. Otherwise, please sign and return the attached copy of this letter, indicating your acceptance of this offer of employment, which is valid until September 30, 2011.

The Board is excited about the prospect of you joining Rogers Corporation. I look forward to having you join Rogers Corporation and working together.

Sincerely,

/s/ William E. Mitchell

William E. Mitchell

Rogers Corporation, Board of Directors, Lead Director

Upon your acceptance, please sign and date on the space provided below and return this offer letter to Mr. Robert D. Wachob, President and CEO, Rogers Corporation, P.O. Box 188, Rogers, CT 06263-0188.

Accepted: /s/ Bruce D. Hoechner Date : 9/20/2011

Enclosures:

Annual Incentive Compensation Program

Vehicle Reimbursement Program

Relocation Policy

Benefit Summary

Officer Special Severance Agreement

Employment, Invention, Confidentiality and Non-Compete Agreement

Rogers Corporation Compensation Recovery Policy

Appendix A

Special 409A Rules for Severance Protection under Paragraph 9

The following rules shall apply solely with respect to the distribution of the severance payments and benefits that may become payable under paragraph 9 of the agreement between Bruce D. Hoechner and the Company dated September 15, 2011, referred to below as “this agreement”:

1. It is intended that each installment of the payments that may be provided under paragraph 9 of this agreement shall be treated as a separate “payment” for purposes of Section 409A of the Internal Revenue Code and the regulations and guidance issued thereunder (“Section 409A”). Neither the Company nor you shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A.

2. The maximum amount of severance payments and benefits permitted to be paid under a separation pay plan that does not provide for a deferral of compensation by reason of the application of Treasury Regulation 1.409A-l(b)(9)(iii) (relating to separation pay upon an involuntary separation from service) (the “Two Times Amount”) shall be paid in equal installments over the 52 week period commencing upon the separation from service.

3. The amount of severance payments and benefits that exceed the Two Times Amount shall be paid within the “applicable 2 1/2 month period” (as defined under Section 409A) and shall be treated as a short-term deferral exempt from Section 409A within the meaning of Treasury Regulation Section 1.409A-l(b)(4) to the maximum extent permissible under Section 409A.

4. The determination of whether and when a separation from service from the Company has occurred shall be made in a manner consistent with, and based on the presumptions set forth in, Treasury Regulation Section 1.409A-l(h). Solely for purposes of this Appendix A, “Company” shall include all persons with whom the Company would be considered a single employer under Section 414(b) and 414(c) of the Code.

INDEMNIFICATION AGREEMENT

This Agreement is made and entered into this ____ day of ________________ (the “ Agreement ”), by and between Rogers Corporation, a Massachusetts corporation (the “ Company ,” which term shall include, where appropriate, any Entity (as hereinafter defined) controlled directly or indirectly by the Company and any domestic or foreign predecessor entity of Rogers Corporation in a merger) and (“ Indemnitee ,” which term shall include, unless the context requires otherwise, the estate or personal representative of such person).

WHEREAS, it is essential to the Company that it be able to retain and attract as officers the most capable persons available;

WHEREAS, the substantial increase in corporate litigation has subjected officers to expensive litigation risks and expenses, and the limitations on the availability of directors and officers liability insurance have made it, or may in the future make it, increasingly difficult for the Company to attract and retain such persons;

WHEREAS, the Bylaws of the Company require the Company to indemnify and advance expenses to its officers to the fullest extent permitted by applicable law, and permit it to make other indemnification arrangements and agreements;

WHEREAS, the Company desires to provide Indemnitee with specific contractual assurance of Indemnitee’s rights to full indemnification against litigation risks and expenses (regardless, among other things, of any amendment to or revocation of the Bylaws or any change in the ownership of the Company or the composition of its Board of Directors); and

WHEREAS, Indemnitee is relying upon the rights afforded under this Agreement in continuing as an officer of the Company.

NOW, THEREFORE, in consideration of the promises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:

(a) “Corporate Status” describes the status of a person who is serving or has served (i) as an officer and, if applicable, a director of the Company, (ii) in any capacity with respect to any employee benefit plan applicable to the Company or any Subsidiary at the request of the Company, or (iii) as a director, officer, partner, trustee, employee, or agent of any other Entity at the request of the Company. For purposes of subsection (ii) and (iii) of this Section 1(a), if Indemnitee is serving or has served in any capacity with respect to an employee benefit plan applicable to the Company or any Subsidiary, or as a director, officer, partner, trustee, employee or agent of a Subsidiary, Indemnitee shall be deemed to be serving at the request of the Company.

(b) “Entity” shall mean any domestic or foreign corporation, partnership, limited liability company, joint venture, trust, employee benefit plan, foundation, association, organization or other entity.

(c) “Expenses” shall mean all fees, costs and expenses incurred by Indemnitee in connection with any Proceeding (as defined below), including, without limitation, attorneys’ fees, disbursements and retainers (including, without limitation, any such fees, disbursements and retainers incurred by Indemnitee pursuant to Sections 10 and 11(c) of this Agreement), fees and disbursements of expert witnesses, private investigators and professional advisors (including, without limitation, accountants and investment bankers), court costs, transcript costs, fees of experts, travel expenses, duplicating, printing and binding costs, telephone and fax transmission charges, postage, delivery services, secretarial services, and other disbursements and expenses.

(d) “Indemnifiable Expenses,” “Indemnifiable Liabilities” and “Indemnifiable Amounts” shall have the meanings ascribed to those terms in Section 3(a) below.

(e) “Liabilities” shall mean obligations to pay judgments, settlements, penalties, fines including excise taxes assessed with respect to employee benefit plans, or reasonable expenses incurred with respect to Proceedings.

(f) “Proceeding” shall mean any threatened, pending or completed claim, action, suit, arbitration, alternate dispute resolution process, investigation, administrative hearing, appeal, or any other proceeding, whether civil, criminal, administrative, arbitrative or investigative, whether formal or informal, including a proceeding initiated by Indemnitee pursuant to Section 10 of this Agreement to enforce Indemnitee’s rights hereunder.

(g) “Subsidiary” shall mean any corporation, partnership, limited liability company, joint venture, trust or other Entity of which the Company owns (either directly or through or together with another Subsidiary of the Company) either (i) a general partner, managing member or other similar interest or (ii) (A) 50% or more of the voting power of the voting capital equity interests of such corporation, partnership, limited liability company, joint venture or other Entity, or (B) 50% or more of the outstanding voting capital stock or other voting equity interests of such corporation, partnership, limited liability company, joint venture or other Entity.

2. Services of Indemnitee . In consideration of the Company’s covenants and commitments hereunder, Indemnitee agrees to serve or continue to serve as an officer and, if applicable, a director of the Company. However, this Agreement shall not impose any obligation on Indemnitee or the Company to continue Indemnitee’s service to the Company beyond any period otherwise required by law or by other agreements or commitments of the parties, if any.

3. Agreement to Indemnify . The Company agrees to indemnify Indemnitee as follows:

(a) Proceedings Other Than By or In the Right of the Company . Subject to the exceptions contained in Section 4(a) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the Company) by reason of Indemnitee’s Corporate Status, Indemnitee shall be indemnified by the Company against all Expenses and Liabilities incurred or paid by Indemnitee in connection with such Proceeding (referred to herein as “Indemnifiable Expenses” and “Indemnifiable Liabilities,” respectively, and collectively as “Indemnifiable Amounts”).

(b) Proceedings By or In the Right of the Company . Subject to the exceptions contained in Section 4(b) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding by or in the right of the Company by reason of Indemnitee’s Corporate Status, Indemnitee shall be indemnified by the Company against all Indemnifiable Expenses.

(c) Conclusive Presumption Regarding Standard of Care . In making any determination required to be made under Massachusetts law with respect to entitlement to indemnification hereunder, the person, persons or Entity making such determination shall presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee submitted a request therefor in accordance with Section 5 of this Agreement, and the Company shall have the burden of proof to overcome that presumption in connection with the making by any person, persons or Entity of any determination contrary to that presumption.

4. Exceptions to Indemnification . Indemnitee shall be entitled to indemnification under Sections 3(a) and 3(b) above in all circumstances other than with respect to any specific claim, issue or matter involved in the Proceeding out of which Indemnitee’s claim for indemnification has arisen, as follows:

(a) Proceedings Other Than By or In the Right of the Company . If indemnification is requested under Section 3(a) and it has been finally adjudicated by a court of competent jurisdiction in The Commonwealth of Massachusetts that, with respect to such specific claim, issue or matter, Indemnitee (i) did not conduct himself or herself in good faith in the reasonable belief that his or her conduct was (A) in the best interest of the Company or such other Entity, or (B) at least not opposed to the best interests of the Company or such other Entity; (ii) did not conduct himself or herself, to the extent such matter related to service with respect to an employee benefit plan, in the reasonable belief that his or her conduct was in the best interests of the participants or beneficiaries of such employee benefit plan, or (iii) with respect to any criminal Proceeding, had no reasonable cause to believe that his or her conduct was lawful, Indemnitee shall not be entitled to payment of Indemnifiable Amounts hereunder.

(b) Proceedings By or In the Right of the Company . If indemnification is requested under Section 3(b) and

(i) it has been finally adjudicated by a court of competent jurisdiction in The Commonwealth of Massachusetts that, with respect to such specific claim, issue or matter, Indemnitee (i) did not conduct himself or herself in good faith in the reasonable belief that his or her conduct was (A) in the best interest of the Company or such other Entity, or (B) at least not opposed to the best interests of the Company or such other Entity; or (ii) did not conduct himself or herself, to the extent such matter related to service with respect to an employee benefit plan, in the reasonable belief that his or her conduct was in the best interests of the participants or beneficiaries of such employee benefit plan, Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder; or

(ii) it has been finally adjudicated by a court of competent jurisdiction in The Commonwealth of Massachusetts that Indemnitee is liable to the Company with respect to such specific claim, Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder with respect to such claim, issue or matter, unless a court of competent jurisdiction in The Commonwealth of Massachusetts shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification for such Indemnifiable Expenses which such court shall deem proper; or

(iii) it has been finally adjudicated by a court of competent jurisdiction in The Commonwealth of Massachusetts that Indemnitee is liable to the Company for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, the rules and regulations promulgated thereunder and amendments thereto or similar provisions of any federal, state or local statutory law, Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder.

(c) Determination of Good Faith . For purposes of determining “good faith” hereunder, the Indemnitee shall be deemed to have acted in good faith if Indemnitee’s conduct was based primarily on (i) the records or books of account of the Company or the applicable Entity, including financial statements, (ii) information supplied to Indemnitee by or at the direction of other members of the management of the Company or the applicable Entity in the course of their duties, (iii) the advice of legal counsel for the Company or the applicable Entity, or (iv) information or records given or reports made to the Company or the applicable Entity by an independent certified public accountant, by an appraiser or other expert selected with reasonable care by the Company or the applicable Entity. The provisions of this clause shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed to have acted in good faith.

(d) Insurance Proceeds . To the extent payment is actually made to the Indemnitee under a valid and collectible insurance policy in respect of Indemnifiable Amounts in connection with such specific claim, issue or matter, Indemnitee shall not be entitled to payment of Indemnifiable Amounts hereunder except in respect of any excess beyond the amount of payment under such insurance.

5. Procedure for Payment of Indemnifiable Amounts . Indemnitee shall submit to the Company a written request specifying the Indemnifiable Amounts for which Indemnitee seeks payment under Section 3 of this Agreement and the basis for the claim. The Company shall pay such Indemnifiable Amounts to Indemnitee promptly, and in any event within thirty (30) calendar days of receipt of the request. At the request of the Company, Indemnitee shall furnish such documentation and information as are reasonably available to Indemnitee and necessary to establish that Indemnitee is entitled to indemnification hereunder.

6. Indemnification for Expenses of a Party Who is Wholly or Partly Successful . Notwithstanding any other provision of this Agreement, and without limiting any such provision, to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, a party to and is wholly successful, on the merits or otherwise, in any Proceeding, Indemnitee shall be indemnified against all Expenses reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with each successfully resolved claim, issue or matter. For purposes of this Agreement, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, by reason of settlement, judgment, order or otherwise, shall be deemed to be a successful result as to such claim, issue or matter.

7. Effect of Certain Resolutions . Neither the settlement or termination of any Proceeding nor the failure of the Company to award indemnification or to determine that indemnification is payable shall create a presumption that Indemnitee is not entitled to indemnification hereunder. In addition, the termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not create a presumption that Indemnitee (i) did not conduct himself or herself in good faith in the reasonable belief that his or her conduct was (A) in the best interest of the Company or such other Entity, or (B) at least not opposed to the best interests of the Company or such other Entity; (ii) did not conduct himself or herself, to the extent such matter related to service with respect to an employee benefit plan, in the reasonable belief that his or her conduct was in the best interests of the participants or beneficiaries of such employee benefit plan, or (iii) with respect to any criminal Proceeding, had no reasonable cause to believe that his or her conduct was lawful.

8. Agreement to Advance Expenses; Undertaking . The Company shall advance all Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding, including a Proceeding by or in the right of the Company, in which Indemnitee is involved by reason of such Indemnitee’s Corporate Status, whether prior to or after final disposition of such Proceeding. To the extent required by Massachusetts law, Indemnitee hereby undertakes to repay any and all of the amount of Indemnifiable Expenses paid to, or amounts paid on behalf of, Indemnitee if it is finally determined by a court of competent jurisdiction in The Commonwealth of Massachusetts that Indemnitee is not entitled under this Agreement to indemnification with respect to such Expenses. This undertaking is an unlimited general obligation of Indemnitee.

9. Procedure for Advance Payment of Expenses . Indemnitee shall submit to the Company (i) a written request specifying the Indemnifiable Expenses for which Indemnitee seeks an advancement under Section 8 of this Agreement, together with documentation evidencing that Indemnitee has incurred such Indemnifiable Expenses; (ii) a written affirmation of his or her good faith belief that he or she (a) conducted himself or herself in good faith in the reasonable belief that his or her conduct was (I) in the best interest of the Company or such other Entity, or (II) at least not opposed to the best interests of the Company or such other Entity; (b) conducted himself or herself, to the extent such matter related to service with respect to an employee benefit plan, in the reasonable belief that his or her conduct was in the best interests of the participants or beneficiaries of such employee benefit plan, or (c) with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was lawful; (iii) his or her written undertaking to repay any funds advanced if it is ultimately determined by a court of competent jurisdiction that he or she is not entitled to indemnification under this Agreement. Payment of Indemnifiable Expenses under Section 8 shall be made no later than thirty (30) calendar days after the Company’s receipt of such request.

10. Remedies of Indemnitee .

(a) Right to Petition Court . In the event that Indemnitee makes a request for payment of Indemnifiable Amounts under Sections 3 and 5 above or a request for an advancement of Indemnifiable Expenses under Sections 8 and 9 above and the Company fails to make such payment or advancement in a timely manner pursuant to the terms of this Agreement, Indemnitee may petition any court of competent jurisdiction in The Commonwealth of Massachusetts to enforce the Company’s obligations under this Agreement.

(b) Burden of Proof . In any judicial proceeding brought under Section 10(a) above, the Company shall have the burden of proving that Indemnitee is not entitled to payment of Indemnifiable Amounts hereunder.

(c) Expenses . The Company agrees to reimburse Indemnitee in full for any Expenses incurred by Indemnitee in connection with investigating, preparing for, litigating, defending or settling any action brought by Indemnitee under Section 10(a) above, or in connection with any claim or counterclaim brought by the Company in connection therewith, whether or not Indemnitee is successful in whole or in part in connection with any such action.

(d) Failure to Act Not a Defense . The failure of the Company (including its Board of Directors or any committee thereof, independent legal counsel, or shareholders) to make a determination concerning the permissibility of the payment of Indemnifiable Amounts or the advancement of Indemnifiable Expenses under this Agreement shall not be a defense in any action brought under Section 10(a) above, and shall not create a presumption that such payment or advancement is not permissible.

11. Defense of the Underlying Proceeding .

(a) Notice by Indemnitee . Indemnitee agrees to notify the Company promptly upon being served with any summons, citation, subpoena, complaint, indictment, information, or other document relating to any Proceeding which may result in the payment of Indemnifiable Amounts or the advancement of Indemnifiable Expenses hereunder; provided, however, that the failure to give any such notice shall not disqualify Indemnitee from the right, or otherwise affect in any manner any right of Indemnitee, to receive payments of Indemnifiable Amounts or advancements of Indemnifiable Expenses unless the Company’s ability to defend in such Proceeding is materially and adversely prejudiced thereby.

(b) Defense by Company . Subject to the provisions of the last sentence of this Section 11(b) and of Section 11(c) below, the Company shall have the right to defend Indemnitee in any Proceeding which may give rise to the payment of Indemnifiable Amounts hereunder with counsel chosen by the Company with the consent of the Indemnitee (which consent shall not be unreasonably withheld); provided, however that the Company shall notify Indemnitee of any such decision to defend within ten (10) calendar days of receipt of notice of any such Proceeding under Section 11(a) above. The Company shall not, without the prior written consent of Indemnitee, consent to the entry of any judgment against Indemnitee or enter into any settlement or compromise which (i) includes an admission of fault of Indemnitee or (ii) does not include, as an unconditional term thereof, the full release of Indemnitee from all liability in respect of such Proceeding, which release shall be in form and substance reasonably satisfactory to Indemnitee. This Section 11(b) shall not apply to a Proceeding brought by Indemnitee under Section 10(a) above or pursuant to Section 19 below.

(c) Indemnitee’s Right to Counsel . Notwithstanding the provisions of Section 11(b) above, if in a Proceeding to which Indemnitee is a party by reason of Indemnitee’s Corporate Status, (i) Indemnitee reasonably concludes that he or she may have separate defenses or counterclaims to assert with respect to any issue which may not be consistent with the position of other defendants in such Proceeding, (ii) a conflict of interest or potential conflict of interest exists between Indemnitee and the Company, or (iii) if the Company fails to assume the defense of such Proceeding in a timely manner, Indemnitee shall be entitled to be represented by separate legal counsel of Indemnitee’s choice at the expense of the Company. In addition, if the Company fails to comply with any of its obligations under this Agreement or in the event that the Company or any other person takes any action to declare this Agreement void or unenforceable, or institutes any action, suit or proceeding to deny or to recover from Indemnitee the benefits intended to be provided to Indemnitee hereunder, Indemnitee shall have the right to retain counsel of Indemnitee’s choice, at the expense of the Company, to represent Indemnitee in connection with any such matter.

12. Representations and Warranties of the Company . The Company hereby represents and warrants to Indemnitee as follows:

(a) Authority . The Company has all necessary power and authority to enter into, and be bound by the terms of, this Agreement, and the execution, delivery and performance of the undertakings contemplated by this Agreement have been duly authorized by the Company.

(b) Enforceability . This Agreement, when executed and delivered by the Company in accordance with the provisions hereof, shall be a legal, valid and binding obligation of the Company, enforceable against the Company and its successors in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the enforcement of creditors’ rights generally.

13. Insurance . Nothing contained in this Agreement shall be deemed to prohibit the Company from purchasing and maintaining insurance, at its expense, to protect itself or the Indemnitee against any expense, liability or loss incurred by it or the Indemnitee in any such capacity, or arising out of the Indemnitee’s Corporate Status as such, whether or not the Indemnitee would be indemnifiable against such expense, liability or loss under this Agreement; provided that the Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder if and to the extent that the Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise.

14. Contract Rights Not Exclusive . The rights to payment of Indemnifiable Amounts and advancement of Indemnifiable Expenses provided by this Agreement shall be in addition to, but not exclusive of, any other rights which Indemnitee may have at any time under applicable law, the Company’s Restated Articles of Organization or Bylaws, or any other agreement, vote of shareholders or directors (or a committee of directors), or otherwise, both as to action in Indemnitee’s official capacity and as to action in any other capacity as a result of Indemnitee’s Corporate Status. In no event shall this Agreement limit the Indemnitee’s right to indemnification contained within the Company’s Bylaws.

15. Successors . This Agreement shall be (a) binding upon all successors and assigns of the Company (including any transferee of all or a substantial portion of the business, stock and/or assets of the Company and any direct or indirect successor by merger or consolidation or otherwise by operation of law) and (b) binding on and shall inure to the benefit of the heirs, personal representatives, executors and administrators of Indemnitee. This Agreement shall continue for the benefit of Indemnitee and such heirs, personal representatives, executors and administrators after Indemnitee has ceased to have Corporate Status.

16. Subrogation . In the event of any payment of Indemnifiable Amounts under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of contribution or recovery of Indemnitee against other persons, and Indemnitee shall take, at the request of the Company, all reasonable action necessary to secure such rights, including the execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.

17. Change in Law . To the extent that a change in Massachusetts law (whether by statute or judicial decision) shall permit broader indemnification or advancement of expenses than is provided under the terms of the Bylaws and this Agreement, Indemnitee shall be entitled to such broader indemnification and advancements, and this Agreement shall be deemed to be amended to such extent.

18. Severability . Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement, or any clause thereof, shall be determined by a court of competent jurisdiction to be illegal, invalid or unenforceable, in whole or in part, such provision or clause shall be limited or modified in its application to the minimum extent necessary to make such provision or clause valid, legal and enforceable, and the remaining provisions and clauses of this Agreement shall remain fully enforceable and binding on the parties.

19. Indemnitee as Plaintiff . Except as provided in Sections 10(a) and (c) of this Agreement and in the next sentence, Indemnitee shall not be entitled to payment of Indemnifiable Amounts or advancement of Indemnifiable Expenses with respect to any Proceeding brought by Indemnitee against the Company, any Entity which it controls, any director or officer thereof, or any third party, unless the Board of Directors of the Company has consented to the initiation of such Proceeding. This Section shall not apply to counterclaims or affirmative defenses asserted by Indemnitee in an action brought against Indemnitee.

20. Modifications and Waiver . Except as provided in Section 17 above with respect to changes in Massachusetts law which broaden the right of Indemnitee to be indemnified by the Company, no supplement, modification or amendment of this Agreement shall be binding unless executed in writing by each of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions of this Agreement (whether or not similar), nor shall such waiver constitute a continuing waiver.

21. General Notices . All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given (a) when delivered by hand, (b) when transmitted by facsimile and receipt is acknowledged, or (c) if mailed by certified or registered mail with postage prepaid, on the third business day after the date on which it is so mailed:

(i) If to Indemnitee, to the address shown on the signature page hereto.

(ii) If to the Company, to:

One Technology Drive

Rogers, CT 06263-0188

Attn: Corporate Secretary

or to such other address as may have been furnished in the same manner by any party to the other.

22. Governing Law; Consent to Jurisdiction . This Agreement shall be governed by and construed in accordance with the laws of The Commonwealth of Massachusetts without regard to its rules of conflict of laws. Each of the Company and the Indemnitee hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of any court of competent jurisdiction in The Commonwealth of Massachusetts (the “Massachusetts Courts”) for any litigation arising out of or relating to this Agreement and the transactions contemplated hereby (and agrees not to commence any litigation relating thereto except in such courts), waives any objection to the laying of venue of any such litigation in the Massachusetts Courts and agrees not to plead or claim in any Massachusetts Court that such litigation brought therein has been brought in an inconvenient forum.

[Signature Page Follows Next]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

	ROGERS CORPORATION


	By:
		Name:
		Title:


	INDEMNITEE


	Name:

	Address:

Amendment to Executive Transition Agreement

This amendment to the Executive Transition Agreement (the “ Agreemen t”) is entered into this 21st day of September 2011, by and between Robert D. Wachob (“ Wachob ”) and Rogers Corporation, a Massachusetts corporation, (the “ Company ”).

WHEREAS, Wachob and the Company entered into the Agreement on August 5, 2011;

WHEREAS, the Company has identified a candidate to serve as successor to Wachob as the Company’s Chief Executive Officer;

WHEREAS, the Board of Directors (the “ Board ”) has determined it to be in the best interests of the Company to extend Mr. Wachob’s service to the Company under the Agreement so that Wachob can provide additional services to facilitate the smooth transition of leadership pursuant to the terms and conditions set forth below; and

WHEREAS, Wachob finds such terms and conditions acceptable.

NOW, THEREFORE , in consideration of the mutual promises and covenants contained herein, it is hereby agreed by and between the parties hereto as follows as of the “Amendment Effective Date” (as defined below):

1. Section 1.1 of the Agreement is deleted in its entirety and amended to read as follows:

“1.1 Employment Wachob’s term of employment under this Agreement shall extend from the Amendment Effective Date until January 3, 2012 (the “ Employment Term ”). Wachob shall serve as an employee of the Company during the Employment Term and shall perform such duties in connection with the leadership transition as are reasonably assigned to him by his successor as President and Chief Executive Officer after consultation with the Lead Director and Wachob. In all events hereunder, Wachob’s employment is subject to earlier termination pursuant to Section 1.2 hereof, and upon such earlier termination the Employment Term shall be deemed to have ended.”

2. Section 1.3 of the Agreement is deleted in its entirety and amended to read as follows:

“1.3 Transition As of the Amendment Effective Date, Wachob shall relinquish the office and titles of President and Chief Executive Officer of the Company. Wachob shall serve as Chairman of the Board of Directors from the Amendment Effective Date until December 31, 2011. At such time or times requested by Wachob’s successor as Chief Executive Officer and President, Wachob shall resign from any positions as officer, director or comparable positions he then holds with the Company’s subsidiaries and joint ventures.”

3.	Section 2.2 of the Agreement is amended by adding the following sentence at the end thereof:

“Notwithstanding continuation of employment until January 3, 2012, Wachob shall in no event be entitled to a pro-rata bonus under the AICP for the 2012 fiscal year.”

4. Section 2.5 of the Agreement is deleted in its entirety and amended to read as follows:

“2.5 Pension Restoration Plan Wachob shall receive credited service for purposes of calculating the amount under Section 4.1(a) of the Rogers Corporation Amended and Restated Pension Restoration Plan (the “ Pension Restoration Plan ”) as if he had continued service with the Company until March 1, 2013, and he shall not earn any further credited service under the Pension Restoration Plan. The interest and mortality assumptions used to determine the lump sum amount payable under the Pension Restoration Plan, after taking into account the credited service described in the immediately preceding sentence, shall be calculated as of the date of Wachob’s “Separation from Service” (as defined in the Pension Restoration Plan), which shall be January 3, 2012 if he continues providing services as an employee under this Agreement until such date. When calculating Wachob’s Retirement and Survivor Benefits under Article IV of the Pension Restoration Plan upon his “Separation from Service” (as defined in the Pension Restoration Plan), Wachob’s Average Monthly Compensation (as defined in the Pension Restoration Plan) used to determine his Normal Retirement Benefit under 4.1(a) of the Pension Restoration Plan shall be the greater of his Average Monthly Compensation as of August 5, 2011 or his Separation from Service.”

5.	The second sentence of Section 2.7 shall be deleted in its entirety and amended to read as follows:

“In the event that the Company terminates Wachob’s employment other than due to gross misconduct, serious violation of Company policy or conviction of a felony prior to January 3, 2012, Wachob (or, in the event of his death, his estate) shall continue to (i) receive salary payments under Section 2.1 until his Mandatory Retirement Date, (ii) be eligible to receive a 2011 AICP bonus payment based on the Company’s performance for the 2011 fiscal year, (iii) be eligible to be treated as continuing employment for purposes of the deemed vesting provisions under the equity awards described in Section 2.3, (iv) receive continuation of the benefits described under Section 2.6 until his Mandatory Retirement Date; and (v) be treated as having had a Separation from Service as of January 3, 2012 solely for purposes of determining the applicable interest and mortality assumptions to be applied when calculating the lump sum payment under Pension Restoration Plan.”

6. Section 3.1 of the Agreement is deleted in its entirety and amended to read as follows:

“Wachob agrees that he will make himself available to provide the consulting services described in Section 3.2 below after the end of the Employment Term until March 1, 2013 (the “Consulting Period”), as provided in this Agreement. There shall be no Consulting Period if the Employment Term ends prior to January 3, 2012.”

7. A new Section 6.9 of the Agreement is added to read as follows:

“6.9 Amendment Effective Date; Transition Date The “Amendment Effective Date” shall be October 3, 2011, provided, however that (a) a successor to Wachob as the Company’s President and Chief Executive Officer is employed by the Company on October 3, 2011, and (b) Wachob remains employed by the Company as of October 3, 2011. For avoidance of doubt, this amendment to the Executive Transition Agreement shall become void if both of the foregoing conditions are not satisfied as of October 3, 2011. References to the “Transition Date” in this Agreement shall mean October 3, 2011.

IN WITNESS WHEREOF, the parties have executed this Agreement as of this 21st day of September, 2011.

	ROGERS CORPORATION


	By:	/s/ William E. Mitchell
	Name:	William E. Mitchell
	Title:	Lead Director

Accepted and agreed:

/s/ Robert D. Wachob

Exhibit 99

Hoechner Named President and Chief Executive Officer of Rogers Corporation

ROGERS, Conn.--(BUSINESS WIRE)--September 21, 2011--Rogers Corporation (NYSE:ROG) announced today that its Board of Directors has elected a new President and Chief Executive Officer, Mr. Bruce D. Hoechner, effective October 3, 2011, at which time he will also become a member of the Company’s Board of Directors. Mr. Hoechner, 51, will succeed Robert D. Wachob, 64, who will become Chairman of the Board of Directors.

Mr. Hoechner has many years of broad leadership experience across numerous geographies, businesses and functions in the specialty chemicals industry with particularly strong international business expertise. For the past five years, Mr. Hoechner was based in Shanghai, China, first with Rohm and Haas Company, for whom he worked for 28 years, and then moving to Dow Chemical upon its acquisition of Rohm and Haas in 2009. While in Shanghai, Mr. Hoechner was responsible for a variety of businesses, most recently as President, Asia Pacific Region, Dow Advanced Materials Division with regional revenues of more than $2 billion. Mr. Hoechner has also led a number of specialty chemical global business units, which had wide-ranging operations in Europe, North America, Latin America, as well as Asia.

Mr. Hoechner said, “I am very pleased to be joining Rogers, a company that clearly has done an excellent job of positioning itself for success in the fast growing megatrends markets related to the Internet, Mass Transit and Clean Technology. I look forward to working with the Rogers team to build on this solid foundation and to continue to grow the Company.”

William E. Mitchell, Lead Director of the Rogers Corporation Board of Directors said, “The entire Board of Directors would like to thank Bob for his many years of dedicated service, for setting the strategic direction of the Company and for positioning Rogers to continue growing in the future. We are pleased to have Bruce join the Company. He is exceptionally well qualified to succeed Bob and assume the role of President and CEO of Rogers. His breadth of experience, combined with his global business knowledge, makes him well suited to continue to successfully execute the Company’s vision.”

Mr. Wachob commented, “The Board and I have been executing our CEO succession plan for almost two years. In Bruce, we have found an exceptionally talented leader and strategic thinker. I am very comfortable turning over the reins to Bruce and am confident he will continue growing the Company. My plan has been, and continues to be, to retire after executing a successful transition which I expect will be sometime in 2012.”

Mr. Hoechner holds a Bachelor of Science degree in Chemical Engineering from Penn State University and is a graduate of the Wharton Management Certificate Program at the University of Pennsylvania.

About Rogers Corporation

Rogers Corporation (NYSE:ROG) is a global technology leader in specialty materials and components that enable high performance and reliability of consumer electronics, power electronics, mass transit, clean technology, and telecommunications infrastructure. With more than 179 years of materials science and process engineering knowledge, Rogers provides product designers with solutions to their most demanding challenges. Rogers’ products include advanced circuit materials for wireless infrastructure, power amplifiers, radar systems, high speed digital; power electronics for high-voltage rail traction, hybrid-electric vehicles, wind and solar power conversion; and high performance foams for sealing and energy management in smartphones, aircraft and rail interiors, automobiles and apparel; and other advanced materials for diverse markets including defense and consumer products. Headquartered in Connecticut (USA), Rogers operates manufacturing facilities in the United States, Belgium, China, Germany, and South Korea, with joint ventures and sales offices worldwide. For more information, visit www.rogerscorp.com.

Safe Harbor Statement

Statements in this news release, including but not limited to projections of financial results and planned operational enhancements that are not strictly historical may be deemed to be “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on management’s current expectations and are subject to uncertainties and risks. These uncertainties and risks include, but are not limited to, changing business, economic, and political conditions both in the United States and in other countries, market demand and pricing, the possibility that anticipated benefits of acquisitions may not materialize as expected, competitive and cost factors, unanticipated delays or problems in completing our planned operational enhancements to various facilities, rapid technological change, new product introductions, legal proceedings, and the like. Forward looking statements in this press release should be evaluated together with these as well as the other uncertainties and risks that affect Rogers Corporation’s business, particularly those discussed in its most recent Form 10-K filed with the Securities and Exchange Commission. Such factors could cause actual results to differ materially from those in the forward-looking statements. All information in this press release is as of September 21, 2011 and Rogers undertakes no duty to update this information unless required by law.

CONTACT:

Rogers Corporation

Investor Contact:

William J. Tryon, 860-779-4037

Manager of Investor and Public Relations

Fax: 860-779-5509

william.tryon@rogerscorp.com

www.rogerscorp.com

Hoechner to Receive Equity Inducement Awards

ROGERS, Conn.--(BUSINESS WIRE)--September 21, 2011--Rogers Corporation (NYSE:ROG) announced today, as required by New York Stock Exchange (NYSE) rules, that it will grant the following equity inducement awards to its newly appointed President and Chief Executive Officer, Bruce D. Hoechner, upon his commencement of employment with the Company on October 3, 2011 (the “Grant Date”):

- Time-based restricted stock units with an initial value of $400,000, with the number of units to be based on the per share closing price of Rogers stock on the Grant Date with the award vesting 100% on October 3, 2015, provided Mr. Hoechner is still employed with Rogers at that time,

- Time-based restricted stock units with an initial value of $400,000, with the number of units to be based on the per share closing price of Rogers stock on the Grant Date with the award vesting in equal one-third increments on each of the first three anniversaries of the Grant Date provided Mr. Hoechner is still employed with Rogers at that time, and,

- Non-qualified time-based stock options with an initial value of $400,000, with the number of option shares to be based on the Black-Scholes value of each option on the Grant Date. The term of each option shall be 10 years (subject to earlier termination) and the per share exercise price will be equal to the closing price of Rogers stock on the Grant Date with 25% of this award vesting on October 3, 2013, 50% of this award vesting on October 3, 2014 and 100% of this award vesting on October 3, 2015, provided that Mr. Hoechner is still employed with Rogers at that time.

These awards may vest earlier upon termination of employment due to death, disability or a qualifying involuntary termination, and are subject to forfeiture in the event of voluntary resignation or termination for cause prior to vesting.

These awards will be granted outside of the Company's 2009 Long-Term Equity Compensation Plan, but will generally be subject to the same terms and conditions as apply to restricted stock units and stock options granted under that plan. It is not anticipated that Mr. Hoechner will receive any equity awards under the Company’s 2009 Long-Term Equity Compensation Plan during 2012 except for performance-based restricted stock units. The Company's Board of Directors (including a majority of the Company's independent directors) approved these equity inducement awards in reliance on an employment inducement exception to shareholder approval provided for in the NYSE governance rules. To comply with the terms of this exemption, these inducement equity grants require an immediate public announcement of the awards and written notice to the NYSE.