a5822074ex10aj_4.htm


    Exhibit
10aj-4

    


    ROGERS
CORPORATION

    2005
EQUITY COMPENSATION PLAN

    


    Fourth
Amendment

    


    Pursuant
to the powers and procedures for amendment of the Rogers Corporation 2005 Equity
Compensation Plan (the “2005 Plan”), described in Section 15 of the Plan, the
Board of Directors of Rogers Corporation (the “Company”) hereby amends the 2005
Plan as follows effective as of October 2, 2008.

    


    1.           The
definition of “Disability” is hereby deleted in its entirety and replaced with
the following:

     

    "Disability"
means, except as provided to the contrary in an Award, (i) for purposes of
Incentive Stock Options, disability as set forth in Section 22(e)(3) of the
Code, and (ii) for purposes of all other Awards, any medically determinable
physical or mental impairment that the Committee determines generally qualified
as a "disability" for purposes of the employee benefits for which such
individual is eligible.  Notwithstanding the foregoing, in no event
shall “Disability” include an event that is not described in Treas. Reg. Sect.
1.409A(i)(4) with respect to an Award that constitutes “nonqualified deferred
compensation” subject to Section 409A of the Code.”

    


    2.           Section
3(c) of the 2005 Plan is hereby amended by adding the following sentence at the
end of such section:

     

    “To the
extent necessary to comply with the requirements of Section 409A of the Code,
the settlement or payment of an Award that is subject to Section 409A of the
Code shall only be accelerated upon a Sale Event if the Sale Event is also a
‘change in the ownership or effective control of the corporation or in the
ownership of a substantial portion of the assets of the corporation’ within the
meaning of Section 409A of the Code.”

    


    3.           Section
4 of the 2005 Plan is hereby amended by deleting the last sentence thereof and
inserting the following:

    


    “In
addition to the foregoing, Non-Employee Directors are also eligible to receive
discretionary grants of Restricted Stock Awards, Deferred Stock Awards and
Unrestricted Stock Awards pursuant to Sections 8, 9 and 10 of the Plan,
respectively.”

    


    4.           Stock
options shall not be automatically granted to Non-Employee Directors under the
Section 5(b) of the Plan effective as of October 2, 2008.

     

    
      
        
        

      

      
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    5.           A
new Section 6(c) shall hereby be added to the 2005 Plan as follows:

     

    “(c)           Other
Awards.  The Board in its sole discretion shall be entitled to
grant to Non-Employee Directors Awards of Restricted Stock, Deferred Stock
Awards and Unrestricted Stock in addition to the Awards provided for in
subsection (a) above.”

    


    6.           Section
9(a) of the 2005 Plan is hereby amended by adding the following sentence at the
end of such section:

     

    “Deferred
Stock Awards may be granted to Non-Employee Directors without any vesting
restrictions.”

    


    7.           Section
9 of the 2005 Plan is hereby amended by adding the following subsection (f) at
the end thereof:

     

    (f)           Deferral
Election. A
Grantee may elect in accordance with the terms of the Award and Section 409A of
the Code to defer receipt of all or any portion of the shares of Stock or other
property otherwise issuable to such recipient pursuant to a Deferred Stock Award
to the extent permitted by the Board.

     

    8.           The
fourth sentence of Section 12 of the 2005 Plan is deleted in its entirety and
replaced with the following:

     

    “Dividend
equivalents credited to the holder of a Dividend Equivalent Right may be paid in
cash currently or on a deferred basis (without interest), or may be deemed to be
reinvested in additional shares of Stock, which may thereafter accrue additional
equivalents.”

     

    9.           Except
as expressly amended by this Fourth Amendment, the 2005 Plan in all other
respects remains in full force and effect and is hereby confirmed.

     

    IN WITNESS
WHEREOF, the Company’s Board of Directors has caused this Fourth Amendment to
the 2005 Plan to be duly executed on this 3rd day of
October 2008.

     

     

    
      
        	 	
                ROGERS
      CORPORATION

              
	 	 
	 	
                By:

              	
                 /s/ Robert M.
  Soffer

              
	 	 
      	
                Robert
      M. Soffer

              
	 	 
      	
                Vice
      President and Secretary

              


      



     

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