a6089627ex10-3.htm


    
      EXHIBIT
10.3

       

      ROGERS
CORPORATION

      2009
LONG-TERM EQUITY COMPENSATION PLAN

       

      RESTRICTED
STOCK AGREEMENT

       

      Pursuant
to the Rogers Corporation 2009 Long-Term Equity Compensation Plan (the “Plan”),
Rogers Corporation (the “Company”) hereby grants to __________________ (the
“Grantee”), a restricted stock award (the “RSA”) for ___________ shares of
capital stock of the Company (the “Capital Stock”), subject to the terms of this
RSA agreement (the “Agreement”).  The RSA is granted as of
______________________ (the “Grant Date”).

       

      1.           Acceptance of
Award.  The Grantee shall have no rights with respect to this
RSA unless he or she shall have accepted this RSA prior to the close of business
on the first business day on or after the 90th
calendar day following the Grant Date by signing and delivering to the Company a
copy of this RSA Agreement.  Upon acceptance of this RSA by the
Grantee, certificates evidencing the shares of Capital Stock so accepted shall
be issued to the Grantee, and the Grantee’s name shall be entered as the
shareholder of record on the books of the Company.  Thereupon, the
Grantee shall have all the rights of a shareholder with respect to such shares,
including voting rights, subject, however, to the restrictions and conditions
specified in Section 2 below.

       

      2.           Restrictions and
Conditions.

       

      (a)           Certificates,
if any, evidencing the shares of Capital Stock granted herein may bear an
appropriate legend, as determined by the Company in its sole discretion, to the
effect that such shares are subject to restrictions as set forth herein and in
the Plan, and shall remain in the possession of the Company until such shares of
Capital Stock are no longer subject to the restrictions as set forth
herein.

       

      (b)           Shares
of Capital Stock granted herein may not be sold, assigned, transferred, pledged
or otherwise encumbered or disposed of by the Grantee prior to
vesting.

       

      (c)           If
the Grantee’s employment with the Company and its Subsidiaries is voluntarily or
involuntarily terminated for any reason, other than death or Disability, prior
to vesting of shares of Capital Stock granted herein, the Company shall have the
right, at the discretion of the Company, to repurchase such shares from the
Grantee at their purchase price, if any.  The Company must exercise
such right of repurchase (or forfeiture if there is no purchase price) by
written notice to the Grantee not later than 60 days following such termination
of employment.  If the Grantee’s employment with the Company and its
Subsidiaries is terminated due to the Grantee’s death or Disability, then this
RSA shall become fully vested on such date of termination.  For
purposes of this RSA, “Disability” means the Grantee’s inability, due to
physical or mental incapacity resulting from injury, sickness or disease, for
one hundred and eighty (180) days in any twelve-month period to perform his or
her duties hereunder.

       

      
        
           

        

        
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      3.           Vesting of
RSA.  The restrictions and conditions in Section 2 of this
Agreement shall lapse on the vesting date or dates as follows:  the
third anniversary of the Grant Date.  Subsequent to such vesting date
or dates, the shares of Capital Stock on which all restrictions and conditions
have lapsed shall no longer be subject to this Agreement.

       

      4.           RSA
Shares.  The shares to be issued under the Plan are shares of
the Capital Stock of the Company as constituted as of the date of this
Agreement, subject to adjustment as provided in Section 2.3(a) of the
Plan.

       

      5.           Rights as a
Shareholder.  Dividends on shares of Capital Stock subject to
the RSA shall be paid currently to the Grantee.

       

      6.           Tax
Withholding.  The Grantee hereby agrees that the Grantee shall
make appropriate arrangements with the Company for such income and employment
tax withholding as may be required of the Company under applicable United States
federal, state or local law on account of the RSA.  The Grantee may
satisfy the obligation(s), in whole or in part, by electing (i) to make a
payment to the Company in cash, by check or by other instrument acceptable to
the Company, (ii) subject to the general or specific approval of the
Compensation and Organization Committee of the Board of Directors of the Company
(the “Committee”), to deliver to the Company a number of already-owned shares of
Capital Stock having a value not greater than the amount required to be withheld
(such number may be rounded up to the next whole share), or (iii) by any
combination of (i) and (ii).  In addition, the Committee may also
permit, in its sole discretion and in accordance with such policies and rules as
it deems appropriate, the Grantee to have the Company withhold a number of
shares which would otherwise be issued pursuant to this Agreement having a value
not greater than the amount required to be withheld (such number may be rounded
up to the next whole share).  The value of shares to be delivered or
withheld (if permitted by the Committee) shall be based on the Fair Market Value
of a share of Capital Stock as of the date the amount of tax to be withheld is
to be determined.

       

      7.           The
Plan.  The RSA is subject in all respects to the terms,
conditions, limitations and definitions contained in the Plan.  In the
event of any discrepancy or inconsistency between this Agreement and the Plan,
the terms and conditions of the Plan shall control.  Capitalized terms
in this Agreement shall have the meaning specified in the Plan, unless a
different meaning is specified herein.

       

      8.           No Obligation to Continue
Employment.  Neither the Company nor any Subsidiary is
obligated by or as a result of the Plan or this Agreement to continue the
Grantee in employment.

       

      
        
           

        

        
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      9.           Notices.  Notices
hereunder shall be mailed or delivered to the Company at its principal place of
business and shall be mailed or delivered to the Grantee at the address on file
with the Company or, in either case, at such other address as one party may
subsequently furnish to the other party in writing.

       

      10.           Purchase Only for
Investment.  To insure the Company’s compliance with the
Securities Act of 1933, as amended, the Grantee agrees for himself or herself,
the Grantee’s legal representatives and estate, or other persons who acquire the
right to the RSA upon his or her death, that shares will be acquired hereunder
for investment purposes only and not with a view to their distribution, as that
term is used in the Securities Act of 1933, as amended, unless in the opinion of
counsel to the Company such distribution is in compliance with or exempt from
the registration and prospectus requirements of that Act.

       

      11.           Governing
Law.  This Agreement and the RSA shall be governed by the laws
of The Commonwealth of Massachusetts, United States of America.

       

      12.           Beneficiary
Designation.  The Grantee hereby designates the following
person(s) as the Grantee’s beneficiary(ies) to whom shall be transferred any
rights under the RSA which survive the Grantee’s death.  If the
Grantee names more than one primary beneficiary and one or more of such primary
beneficiaries die, the deceased primary beneficiary’s interest will be
apportioned among any surviving primary beneficiaries before any contingent
beneficiary re­ceives any amount, unless the Grantee indicates otherwise in
a signed and dated additional page.  The same rule shall apply within
the category of contingent beneficiaries.  Unless the Grantee has
specified otherwise herein, any rights which survive the Grantee’s death will be
divided equally among the Grantee’s primary beneficiaries or contingent
beneficiaries, as the case may be.

       

      
        PRIMARY
BENEFICIARY(IES)

         

        
          	 
      	
                  Name

                	
                  %

                	
                  Address

                
	 	 	 	 
	
                  (a)

                	
                  ___________________________

                	
                  ____

                	
                  ____________________________

                
	 	 	 	 
	
                  (b)

                	
                  ___________________________

                	
                  ____

                	
                  ____________________________

                
	 	 	 	 
	
                  (c)

                	
                  ___________________________

                	
                  ____

                	
                  ____________________________

                


        

        


         

        CONTINGENT
BENEFICIARY(IES)

         

        
          	 
      	
                  Name

                	
                  %

                	
                  Address

                
	 	 	 	 
	
                  (a)

                	
                  ___________________________

                	
                  ____

                	
                  ____________________________

                
	 	 	 	 
	
                  (b)

                	
                  ___________________________

                	
                  ____

                	
                  ____________________________

                
	 	 	 	 
	(c)	      
                  ___________________________

                	      
                  ____

                	      
                  ____________________________

                


        

        


        
          
             

          

          
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      In the
absence of an effective beneficiary designation, the Grantee acknowledges that
any rights under the RSA which survive the Grantee’s death shall be rights of
his or her estate.

       

      This
Agreement is to be executed in duplicate.

       

      
        
          	 
      	
                  ROGERS
      CORPORATION

                
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	
                  By:  
      ______________________________

                
	 
      	
                  Name:

                
	 
      	
                  Title:

                


        

      

       

       

      The undersigned hereby acknowledges
receipt of the foregoing RSA and agrees to its terms and
conditions:

       

      


      
        
          	 
      	
                  ______________________________

                
	 
      	
                  Grantee

                


        

         

         

         

        
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