a6089627ex10-6.htm


    Exhibit
10.6

    


    ROGERS
CORPORATION

    VOLUNTARY
DEFERRED COMPENSATION PLAN

    FOR
KEY EMPLOYEES

    


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

    


    


    SECOND
AMENDMENT

    


    Pursuant
to the powers and procedures for amendment of the Rogers Corporation Voluntary
Deferred Compensation Plan For Key Employees, as amended and restated effective
as of October 24, 2007, and as further amended effective as of May 20, 2008 (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
      2 of the Plan is hereby amended by adding the following sentence at the
      end thereof:

            


    

     

    
      	
               
      

            	
              “Participants
      shall no longer be able to elect to defer any payment of any portion of
      the Stock Compensation earned with respect to periods of employment on or
      after January 1, 2010.”

            


    

     

    
      	
               
      

            	
              2.

            	
              Section
      3(a) of the Plan is hereby amended by adding the following sentence at the
      end thereof:

            


    

     

    “Any
additional amount to be credited to a Participant’s Deferred Compensation
Account under this Section 3(a) with respect to periods of employment on or
after January 1, 2010 shall be expressed in dollars and shall be invested and
paid in the same time and manner as Cash Compensation.”

     

    
      	
               
      

            	
              3.

            	
              Section
      4 of the Plan is hereby amended by adding the following sentence after the
      second sentence therein:

            


    

     

    “Participants
shall no longer be able to elect to defer any payment of any portion of the
Stock Compensation earned with respect to periods of employment on or after
January 1, 2010.”

     

    
      	
               
      

            	
              4.

            	
              Section
      5(b)(ii) of the Plan is hereby amended in its entirety to read as
      follows:

            


    

     

     

    
      
         

      

      
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    “(ii)  Interest
Credits.  As of the last day of each calendar month, each
sub-account within a Participant’s Deferred Compensation Account which is being
maintained in terms of dollars shall be credited with interest on the amount
credited to such sub-account as of the last day of the preceding calendar month;
provided, however, that with respect to the calendar month during which payment
to the Participant is made, regardless of the day of the month such payment is
made, one-half of the amount of interest that would have been credited had it
been a full month shall be so credited.  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.”

     

    
      	
               
      

            	
              5.

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

            


    

     

    “(a)                 The
Committee 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 Committee 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.”

     

    
      	
               
      

            	
              6.

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

            


    

     

    [Signature
Page to Follow]

     

    


    
      
         

      

      
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    IN WITNESS WHEREOF, the Committee has
caused this Second 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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