Unassociated Document


     

     

    Exhibit
      10r-4

     

    AMENDMENT
      NO. 4 TO SUMMARY OF DIRECTOR AND EXECUTIVE OFFICER COMPENSATION

     

    As
      of
      March 31, 2006

     

    Summary
      of Director and Executive Officer Compensation, amended as of May 9, 2005,
      August 10, 2005 and February 22, 2006, is hereby amended:

     

    I.
      DIRECTOR COMPENSATION. 

    


    The
      following table sets forth the rates of compensation for non-employee directors
      that will become effective on April 1, 2006.

     

    Annual
      Retainer

    ---------------


    
      
        	
                Audit
                  Committee Chairperson* 

              	
                $45,000

              
	
                Compensation
                  and Organization Committee Chairperson 

              	
                $42,500

              
	
                Lead
                  Director* 

              	
                $50,000

              
	
                Nominating
                  and Governance Committee Chairperson 

              	
                $40,000

              
	
                Finance
                  Committee Chairperson 

              	
                $40,000

              
	
                Safety
                  and Environment Committee Chairperson 

              	
                $38,500

              
	
                Each
                  Other Non-Employee Director 

              	
                $35,000

              


      

    

     

    *
      Robert
      G. Paul, who is Chairperson of the Audit Committee as well as Lead

    Director,
      on an annualized basis, will receive an annual retainer of $60,000 ($35,000
      as a
      Non-Employee Director, an additional $10,000 as Chairperson of the Audit
      Committee, and an additional $15,000 as Lead Director).

    


    Board
      Meeting Attendance Fees

    


    Non-Employee
      Directors $1,500

    


    
      
         

      

      
        1

        
          

        

      

      
         

      

    

     

    Committee
      Meeting Attendance Fees

     

    

      
        	
                Committee
                  Chairpersons 

              	
                $1,500

              
	
                Committee
                  Members 

              	
                $1,000

              
	 	 
	
                Telephone
                  Meetings 

              	
                50%
                  of the fee entitled had the meeting been held in
                  person

              


      

       

    

    Under
      the
      2005 Equity Compensation Plan (the “2005 Plan”), the annual retainer for
      non-employee directors is paid semi-annually in shares of Rogers capital stock,
      with the number of shares of stock granted based on their then fair market
      value
      (pro-rated to reflect directors joining the Board after the beginning of the
      year, as in the case of Carol R. Jensen, who joined the Board in February 2006).
      Stock options are also granted to each non-employee director twice a year.
      Currently, such semi-annual stock option grants are for 2,250 shares (also
      pro-rated, as in the case of Ms. Jensen) each with an exercise price equal
      to
      the fair market value of a share of Rogers capital stock as of the date of
      grant. Such options are immediately exercisable and expire ten years from the
      date of grant.

    


    On
      a
      yearly basis, non-employee directors can choose whether to receive their meeting
      fees in cash, stock or a combination thereof. In addition, under Rogers
      Voluntary Deferred Compensation Plan for Non-Employee Directors, such
      individuals may elect to defer all or a portion of their annual retainer and
      meeting fees, regardless of whether such amounts would have been paid in cash
      or
      in Rogers capital stock.

    


    For
      2006,
      certain of Rogers' non-employee directors made the following
      elections:

    


    Eileen
      S.
      Kraus: Receive meeting fees in Rogers stock on a current basis.

    


    Gregory
      B. Howey: Defer receipt of Rogers stock for the annual retainer. Receive meeting
      fees in Rogers stock, but defer receipt.

    


    William
      E. Mitchell: Defer receipt of Rogers stock for the annual retainer.

    


    Rogers'
      other non-employee directors, Leonard M. Baker, Charles M. Brennan, III, Walter
      E. Boomer, Edward L. Diefenthal, Leonard R. Jaskol, Carol R. Jensen, and Robert
      G. Paul by not making any special election, will receive Rogers stock for the
      annual retainer on a current basis (as will Ms. Kraus) and will receive their
      meeting fees in cash on a current basis (as will Mr. Mitchell and Mr.
      Paul).

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    II.
      EXECUTIVE COMPENSATION. 

    


    The
      following table sets forth the base salaries provided to the current executive
      officers of Rogers as of the dates shown below.

     

    
      
        	
                Executive
                  Officer  

              	
                Annual
                  Salary 4/1/05

              	
                Annual
                  Salary 3/20/06

              
	 	 	 
	
                Robert
                  D. Wachob 

              	
                $416,338

              	
                $433,004

              
	
                President
                  and Chief Executive Officer

              	 	 
	 	 	 
	
                Dennis
                  M. Loughran 

              	 	 
	
                Vice
                  President Finance and Chief Financial
                  Officer

              	
                N.A.
                  (1)

              	
                $260,000

              
	
              	 	 
	 	 	 
	
                Robert
                  C. Daigle 

              	
                $214,006

              	
                $224,718

              
	
                Vice
                  President, R&D

              	 	 
	
                Chief
                  Technology Officer

              	 	 
	 	 	 
	
                John
                  A. Richie 

              	
                $190,762

              	
                $198,380

              
	
                Vice
                  President, Human Resources

              	 	 
	 	 	 
	
                Robert
                  M. Soffer 

              	
                $181,584

              	
                $188,838

              
	
                Vice
                  President, Treasurer and Secretary

              	 	 
	 	 	 
	
                Paul
                  B. Middleton 

              	
                $178,126

              	
                $185,250

              
	
                Corporate
                  Controller

              	 	 


      

    

     

    (1)
      Mr.
      Loughran was appointed Vice President Finance and Chief Financial Officer
      effective February 1, 2006.

     

    Executive
      Officers are also eligible to receive a bonus each year under the Rogers Annual
      Incentive Compensation Plan. The Annual Incentive Compensation Plan has target
      bonuses of 60% to 75% of base salary for the CEO, and between 25% and 45% for
      the other executive officers, including the other current executive officers.
      Actual bonuses may vary from 0% to 300% of the target bonuses depending on
      performance relative to annual profit improvement objectives. These amounts
      are
      determined by the performance of Rogers (Net Income Per Share) and each division
      (Division Profit) versus the annual objectives. In
      general, the broader the responsibility of the executive, the larger the portion
      of his or her award which is based upon corporate, rather than divisional
      results; the corporate portion is 100% of the consideration for the current
      executive officers. For 2005, overall corporate performance did not exceed
      last
      year’s 

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    results,
      which is the bonus threshold, and, as a result,
      none of the current executive officers received a bonus (Mr. Middleton received
      a $20,000 bonus for his work during 2005 as Acting Chief Financial
      Officer).


    III.
      A.
      EXECUTIVE OFFICER STOCK OPTION GRANTS. 

    


    Executive
      officers of Rogers are eligible to receive stock option grants each year, based
      on the individual's level in the organization, the same performance criteria
      used to determine salary adjustments, the number of shares granted in prior
      years and the total number of shares available for grants. These criteria are
      not weighted. Options generally have an exercise price equal to at least the
      fair market value of the Rogers stock as of the date of grant. Regular options
      generally have a ten-year life and generally vest in one-third increments on
      the
      second, third and fourth anniversary dates of the grant. Options granted to
      these executives in 2005 had a special vesting schedule and selling restriction.
      All such 2005 options were immediately vested upon grant, but any options
      exercised during the first four years after the grant date cannot be sold while
      the individual is still actively employed by Rogers. Termination of employment
      because of retirement, or for other reasons, may shorten the vesting schedule
      and expiration date. 

    


    Option
      grants made to current executive officers in 2005 are as shown in
      the

    following
      table:

     

    
      
        	Executive
                Officer	
                 2005
                  Option Grants (1) (in
                  shares)

              
	 	 
	
                Robert
                  D. Wachob 

              	
                40,000

              
	
                President
                  and Chief Executive Officer

              	 
	 	 
	
                Dennis
                  M. Loughran

              	
                N.A.
                  (2)

              
	
                Vice
                  President Finance and

              	 
	
                Chief
                  Financial Officer

              	 
	 	 
	
                Robert
                  C. Daigle 

              	
                17,000

              
	
                Vice
                  President, R&D

              	 
	
                Chief
                  Technology Officer

              	 
	 	 
	
                John
                  A. Richie 

              	
                17,000

              
	
                Vice
                  President, Human Resources

              	 
	 	 
	
                Robert
                  M. Soffer 

              	
                12,000

              
	
                Vice
                  President, Treasurer and Secretary

              	 
	 	 
	
                Paul
                  B. Middleton 

              	
                12,000

              
	
                Corporate
                  Controller

              	 


      

    

     

    (1)The
      exercise price of all options was $34.83 per /share.

    


    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    (2)
      Mr.
      Loughran was appointed Vice President Finance and Chief Financial Officer
      effective February 1, 2006.

    


    On
      February 15, 2006, the Compensation and Organization Committee of the Board
      of
      Directors approved grants of stock options for the following executive
officers:

    


     

     

    

      
        	Executive
                Officer  	
                Number
                  of Shares in
                  Non-Qualified 

                Stock
                  Option Grant 

              	
                Number
                  of Shares in
                  Incentive 

                Stock
                  Option
                  Grant

              
	 	 	 
	
                Robert
                  D. Wachob 

              	
                33,500
                  

              	
                4,000

              
	
                President
                  and Chief Executive

              	 	 
	
                Officer

              	 	 
	 	 	 
	
                Dennis
                  M. Loughran

              	
                9,000

              	
                6,000

              
	
                Vice
                  President Finance and

              	 	 
	
                Chief
                  Financial Officer

              	 	 
	 	 	 
	
                Robert
                  C. Daigle 

              	
                2,600
                  

              	
                6,000

              
	
                Vice
                  President, R&D

              	 	 
	
                Chief
                  Technology Officer

              	 	 
	 	 	 
	
                John
                  A. Richie 

              	
                1,900
                  

              	
                6,000

              
	
                Vice
                  President, Human Resources

              	 	 
	 	 	 
	
                Robert
                  M. Soffer 

              	
                0
                  

              	
                5,750

              
	
                Vice
                  President, Treasurer and

              	 	 
	
                Secretary

              	 	 
	 	 	 
	
                Paul
                  B. Middleton 

              	
                0
                  

              	
                5,750

              
	
                Corporate
                  Controller

              	 	 


      

    

     

    All
      of
      the above non-qualified stock options and incentive stock options to
purchase,
      for up to ten years (unless previously terminated), shares of common
stock,
      were granted at an exercise price of $48.00. The options granted to Messrs.
      Loughran, Daigle, Middleton, Richie and Soffer vest in one-third increments
      on
      the second,
      third and fourth anniversary of the grant date, February 15, 2006. The
options
      granted to Mr. Wachob vest as follows: (i) the incentive stock option
vests
      as
      to 2,000 shares on February 15, 2009 and 2,000 shares on February 15,
2010;
      and
      (ii) the non-qualified stock option vests as to 12,500 shares on February
      15, 2008, 10,500 shares on February 15, 2009, and 10,500 shares on February
      15, 2010. Collectively, Mr. Wachob's incentive stock options and non-qualified
      stock options vest in one-third increments. 

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    III.
      B.
      EXECUTIVE OFFICER RESTRICTED STOCK GRANTS.

     

    On
      February 15, 2006, Dennis M. Loughran, Rogers’ Vice President Finance and Chief
      Financial Officer, was awarded 2,500 shares of restricted Common Stock, at
      a
      purchase price of $0 and which vest completely on the third anniversary date
      of
      the grant.

    


    As
      of
      April 28, 2005, executive officers became eligible to receive various types
      of
      equity awards including, but not limited to, restricted stock
      grants.

    


    On
      March
      16, 2006, the Compensation and Organization Committee (the “Committee”) of the
      Board of Directors approved awards of restricted stock to certain executive
      officers (the "2006 Awards"). The 2006 Awards are subject to the achievement
      of
      a pre-established performance goal relating to the cumulative annual growth
      in
      earnings per share of Rogers capital stock during fiscal years 2006, 2007 and
      2008 as set by the Committee. No shares of restricted stock will be issued
      unless and until such performance goal is met. The 2006 Awards will vest
      pursuant to the performance goal established for the 2006 Awards. 

    


    The
      2006
      Awards were granted to the following executive officers:

     

    
      
        	Executive
                Officer 	
                Target
                  Number of Shares

              
	 	 
	
                Robert
                  D. Wachob 

              	
                7,000

              
	
                President
                  and Chief Executive Officer

              	 
	 	 
	
                Robert
                  C. Daigle 

              	
                1,600

              
	
                Vice
                  President, R&D

              	 
	
                Chief
                  Technology Officer

              	 
	 	 
	
                John
                  A. Richie 

              	
                1,450

              
	
                Vice
                  President, Human Resources

              	 
	 	 
	
                Robert
                  M. Soffer 

              	
                1,050

              
	
                Vice
                  President, Treasurer and

              	 
	
                Secretary

              	 
	 	 
	
                Paul
                  B. Middleton 

              	
                1,050

              
	
                Corporate
                  Controller 

              	 


      

    

     

    The
      exact
      number of shares of restricted stock that will be issued to each of
      the
      executive officers listed above will depend upon where the actual performance
      achieved during fiscal years 2006, 2007 and 2008 falls on a 

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

     

    performance
      scale set by the Committee, which ranges from 0% to 200% of the target
      number of shares specified above.

    


    IV.
      RETIREMENT PLANS. 

    


    Rogers
      also maintains the Rogers Corporation Defined Benefit Pension Plan (the "Pension
      Plan"), for which the current executive officers are eligible. The Pension
      Plan
      Table below reflects estimated annual benefits payable at age 65, the normal
      retirement age, at various compensation levels and years of service pursuant
      to
      Rogers' non-contributory defined benefit pension plans for domestic salaried
      employees.

    


    Annual
      Pension Benefits (1) (2) 

     

    
      	
              Final
                Average

            	
              Years
                of Service

            
	
              Earnings
                (3)

            	
              5
                years

            	
              10
                years

            	
              15
                years

            	
              20
                years

            	
              25
                years

            	
              30
                years

            
	 	 	 	 	 	 	 
	
              $125,000
                

            	
              $9,980
                

            	
              $19,950
                

            	
              $29,930
                

            	
              $39,910
                

            	
              $49,880
                

            	
              $59,860
                

            
	
              150,000
                

            	
              12,160
                

            	
              24,330
                

            	
              36,490
                

            	
              48,660
                

            	
              60,820
                

            	
              72,980
                

            
	
              175,000
                

            	
              14,350
                

            	
              28,700
                

            	
              43,050
                

            	
              57,410
                

            	
              71,760
                

            	
              86,110
                

            
	
              200,000
                

            	
              16,540
                

            	
              33,080
                

            	
              49,620
                

            	
              66,160
                

            	
              82,700
                

            	
              99,230
                

            
	
              225,000
                

            	
              18,730
                

            	
              37,450
                

            	
              56,180
                

            	
              74,910
                

            	
              93,630
                

            	
              112,360
                

            
	
              250,000
                

            	
              20,910
                

            	
              41,830
                

            	
              62,740
                

            	
              83,660
                

            	
              104,570
                

            	
              125,480
                

            
	
              275,000
                

            	
              23,100
                

            	
              46,200
                

            	
              69,300
                

            	
              92,410
                

            	
              115,510
                

            	
              138,610
                

            
	
              300,000
                

            	
              25,290
                

            	
              50,580
                

            	
              75,870
                

            	
              101,160
                

            	
              126,450
                

            	
              151,730
                

            
	
              325,000
                

            	
              27,480
                

            	
              54,950
                

            	
              82,430
                

            	
              109,910
                

            	
              137,380
                

            	
              164,860
                

            
	
              350,000
                

            	
              29,660
                

            	
              59,330
                

            	
              88,990
                

            	
              118,660
                

            	
              148,320
                

            	
              177,980
                

            
	
              375,000
                

            	
              31,850
                

            	
              63,700
                

            	
              95,550
                

            	
              127,410
                

            	
              159,260
                

            	
              191,110
                

            
	
              400,000
                

            	
              34,040
                

            	
              68,080
                

            	
              102,120
                

            	
              136,160
                

            	
              170,200
                

            	
              204,230
                

            
	
              425,000
                

            	
              36,230
                

            	
              72,450
                

            	
              108,680
                

            	
              144,910
                

            	
              181,130
                

            	
              217,360
                

            
	
              450,000
                

            	
              38,410
                

            	
              76,830
                

            	
              115,240
                

            	
              153,660
                

            	
              192,070
                

            	
              230,480
                

            
	
              475,000
                

            	
              40,600
                

            	
              81,200
                

            	
              121,800
                

            	
              162,410
                

            	
              203,010
                

            	
              243,610
                

            
	
              500,000
                

            	
              42,790
                

            	
              85,580
                

            	
              128,370
                

            	
              171,160
                

            	
              213,950
                

            	
              256,730
                

            


    

    


     

    	(1)  	
            Benefits
              are calculated on a single life annuity
              basis.

          


     

    	(2)  	
            Federal
              law limits the amount of benefits payable under tax-qualified plans,
              such
              as the Rogers Corporation Defined Benefit Pension Plan. Rogers has
              adopted
              a non-qualified retirement plan (the “Pension Restoration Plan”) for: (i)
              the payment of amounts to all plan participants who may be affected
              by
              such federal benefit limitations and other plan provisions; and (ii)
              the
              payment of supplemental amounts to certain senior executives specified
              by
              the Compensation and Organization Committee of the Board of Directors.
              In
              general, the total pension benefit due an individual will be actuarially
              equivalent to the amount calculated under Rogers’ qualified pension plan
              as if such federal benefit limitations did not exist, as if covered
              compensation included amounts deferred under a deferral plan, and for
              certain senior executives specified by the Compensation and Organization
              Committee of the Board of Directors, as if covered compensation included
              bonuses paid on or after January 1, 2004, as described in footnote
              3
              below. Accordingly, the benefits shown have not been reduced by such
              limitations or provisions.

          


     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

     

    	(3)  	
            Final
              average earnings is the average of the highest consecutive five of
              the
              last ten years’ annual earnings as of June 1 of each year. Covered
              compensation includes only salary, whether or not deferred under a
              deferral plan, and for certain senior executives over age 55 that have
              been specified by the Compensation and Organization Committee of the
              Board
              of Directors, including Messrs. Wachob, Richie, and Soffer, covered
              compensation under the Pension Restoration Plan also includes bonuses
              paid
              on or after January 1, 2004, and will include bonuses paid before January
              1, 2004 in the event of their death, disability, or termination of
              employment that results in the payment of severance. If there is a
              change
              in control of Rogers, covered compensation under
              the Pension Restoration Plan for these senior executives and for certain
              additional senior executives that have been specified by the Compensation
              and Organization Committee of the Board of Directors will also include
              bonuses paid before January 1, 2004. If there is a change in control
              of
              Rogers, the Pension Restoration Plan provides that benefits payable
              under
              such plan shall be reduced to an amount so that such benefits would
              not
              constitute so-called “excess parachute payments” under applicable
              provisions of the Internal Revenue Code of 1986. The five-year average
              earnings for Messrs. Wachob, Daigle, Richie and Soffer, and their
              estimated years of credited service are: Mr. Wachob, $341,271 and 23
              years; Mr. Daigle, $186,857 and 18 years; Mr. Richie, $173,768 and
              28
              years and Mr. Soffer, $166,728 and 27 years. In the case of Mr. Middleton,
              earnings for calculating his pension would currently be based on average
              earnings of $164,652 and four years of
              service.

          


     

     V.
      TERMINATION OF EMPLOYMENT AND CHANGE OF CONTROL ARRANGEMENTS.

    


    Rogers’
      severance policy for regular, full-time salaried employees provides, in general,
      for continuation of salary payments, health insurance and certain other benefits
      for employees whose employment has been involuntarily terminated. The number
      of
      weeks of salary and benefits continuance is based on length of service. The
      policy may be amended, modified or terminated at any time by Rogers, except
      in
      the case of the executive officers of Rogers as of November 1991. Such officers
      may elect the benefits of either the policy in effect in November 1991, or
      the
      severance policy, if any, which may be in existence at the time each such
      individual’s employment terminates. The right of executive officers to make such
      an election may be cancelled by Rogers or the executive on three years written
      notice. Messrs. Wachob and Soffer would be entitled to 78 weeks of salary and
      benefit continuance upon termination of employment covered by the policy in
      effect in November 1991. 

    


    The
      board
      of directors determined that it would be in the best interests of Rogers to
      ensure that the possibility of a change in control of Rogers would not interfere
      with the continuing dedication of Rogers executive officers to their duties
      to
      Rogers and its shareholders. Toward that purpose, Rogers has agreements with
      all
      Named Executive Officers as well as with the other executive officer of Rogers
      which provide certain severance benefits to them in the event of a termination
      of their employment during a 36 month period following a change in control,
      as
      defined in the agreements. The initial term of each agreement is three years
      and
      the term is automatically extended for additional one-year periods each
      anniversary date of the agreements, unless either party objects to such
      extension. If within a 36 month period following a change in control, an
      executive’s employment is terminated by Rogers without cause, as defined in the
      agreements, or if such executive resigns in certain specified circumstances,
      then the executive is 

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

     

    generally
      entitled to the following severance benefits: (i) twice his annual base salary
      plus bonus; (ii) two years of additional pension benefits; and (iii) the
      continuation of health and life insurance plans and certain other benefits
      for
      up to two years. The agreements provide that severance and other benefits be
      reduced to an amount so that such benefits would not constitute so-called
“excess parachute payments” under applicable provisions of the Internal Revenue
      Code of 1986.

    


    9