a6089627ex10-5.htm


    Exhibit
10.5

    


    ROGERS
CORPORATION

    VOLUNTARY
DEFERRED COMPENSATION PLAN

    FOR
NON-MANAGEMENT DIRECTORS

    


    (As
Amended and Restated Effective as of October 24, 2007)

    


    


    FIRST
AMENDMENT

    


    Pursuant
to the powers and procedures for amendment of the Rogers Corporation Voluntary
Deferred Compensation Plan For Non-Management Directors, as amended and restated
effective as of October 24, 2007 (the “Plan”), the Compensation and Organization
Committee of the Board of Directors of Rogers Corporation (the “Committee”)
hereby amends the Plan as follows:

    


    
      	
               
      

            	
              1.

            	
              Section
      4(c) of the Plan is hereby amended in its entirety to read as
      follows:

            


    

     

    “(c)  As
of the last day of each calendar month, the Company shall credit each
sub-account within a Director’s Deferred Compensation Account which is being
maintained in terms of dollars with interest on the amount credited to such
sub-account as of the end of such calendar month.  The rate of
interest to be used for this purpose during any calendar year shall be (A) for
calendar years before 2003, the 30-year U.S. Treasury bond rate in effect as of
January 1 of such year, (B) for calendar years after 2002 but before 2010, the
sum of the 10-year U.S. Treasury note rate in effect as of January 1 of such
year, plus twenty basis points (i.e., 0.20 of 1%), and (C) for calendar years on
or after January 1, 2010, the 10-year U.S. Treasury note rate in effect as of
January 1 of such year.  For calendar years before 2003, the foregoing
rate shall be determined by reference to the first January issue of Barron’s for
such calendar year, or such other comparable publication as may be selected by
the Company if Barron’s is no longer published or no longer provides such
information.  For calendar years after 2002, the foregoing rate shall
be determined by reference to any reliable source selected by the Company from
time to time.  Notwithstanding the foregoing, the Company may change
the method for determining the rate of interest to be used under this section by
written notice to each Director (including former Directors who then have a
Deferred Compensation Account which would be affected by such change), which
notice shall specify the new rate of interest to be used under this section, the
effective date of such change and the Deferred Compensation Accounts to which
such new rate of interest or method shall apply; provided, however, that a new
method of determining the rate of interest to be used under this section shall
not apply to any amounts deferred pursuant to a Deferral Election made by a
Director prior to the receipt by such Director of notice of such change unless
such Director files a written consent to such change with the Company within 60
days of his or her receipt of the notice of such change.”

     

    
      
         

      

      
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              2.

            	
              Section
      10(a) of the Plan is amended in its entirety and replaced with the
      following effective as the date of this First
  Amendment:

            


    

     

    “(a)                 The
Company reserves the right to amend or terminate the Plan at any time, in full
or in part; provided, however, that no amendment or termination shall have the
effect of:

     

    (i)           reducing
or discontinuing any payments then being made or due to be made under the terms
hereof immediately prior to such action;

     

    (ii)           reducing
or terminating any rights to future payments of benefits accrued under this Plan
as of the date of amendment or termination; or

     

    (iii)           causing
the acceleration of payment of 409A Amounts upon such amendment or termination
unless otherwise permitted under Section 409A.

     

    Notwithstanding
the foregoing, nothing shall prohibit the Company from amending this Plan to the
extent reasonably necessary to comply with Section 409A of the Code; provided
however, that if any amendment or termination of this Plan requires the deferred
payment of any amount hereunder, any such payment shall bear interest at the
applicable federal rate under Section 1274 of the Code, determined as of the
first day that such payment is deferred.”

     

    
      	
               
      

            	
              3.

            	
              Except
      as expressly amended by this First Amendment, the Plan in all other
      respects remains in full force and effect and is hereby
      confirmed.

            


    

     

     

    IN WITNESS WHEREOF, the Committee has
caused this First Amendment to the Plan to be duly executed on this 30th day of
July, 2009.

     

    
      	 
      	
              ROGERS
      CORPORATION

            
	 	 
	 
      	
              By:  /s/ Robert M.
      Soffer

            
	 
      	 
      
	 
      	
              Its:  Vice President and
      Secretary

            


    

     

     

     

    
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