ROGERS CORPORATION


DEFERRED COMPENSATION PLAN


 




    	 



    	 



    

ROGERS CORPORATION


DEFERRED COMPENSATION PLAN






Rogers Corporation, a Massachusetts corporation,
hereby establishes the Rogers Corporation Deferred Compensation Plan, effective January 1, 2014 (the “Effective Date”).
The purpose of the Rogers Corporation Deferred Compensation Plan is to provide specified deferred compensation benefits to a select
group of management or highly compensated employees who contribute materially to the continued growth, development and future business
success of the Company and its subsidiaries.


 


ARTICLE I

DEFINITIONS


 


1.1                   
“Account Balance” shall mean, with respect
to a Participant, an entry on the records of the Employer equal to the sum of the Participant’s Annual Accounts. The Account
Balance shall be a bookkeeping entry only and shall be utilized solely as a device for the measurement and determination of the
amounts to be paid to a Participant, or his or her designated Beneficiary, under the Plan.


 


1.2                   
“Annual Account” shall mean, with respect to a Participant, an entry on the records of the Employer
equal to (a) the sum of the Participant’s Annual Deferral Amount and Company Contribution Amount with respect to any one
Plan Year, plus (b) amounts credited or debited to such amounts pursuant to the Plan, less (c) all distributions made to the Participant
or his or her Beneficiary pursuant to the Plan that relate to the Annual Account for such Plan Year. The Annual Account shall be
maintained using separate sub-accounts with respect to Base Salary, Bonus and Company Contributions. The Annual Account and the
sub-accounts maintained hereunder shall be bookkeeping entries only and shall be utilized solely as a device for the measurement
and determination of the amounts to be paid to a Participant, or his or her designated Beneficiary, pursuant to the Plan.


 


1.3                   
“Annual Deferral Amount” shall mean that portion of a Participant’s Base Salary and Bonus
that a Participant defers in accordance with Article III for any one Plan Year, without regard to whether such amounts are withheld
and credited during such Plan Year.


 


1.4                   
“Annual Installment Method” shall mean the method used to determine the amount of each payment
due to a Participant who has elected to receive a benefit over a period of years in accordance with the applicable provisions of
the Plan. The amount of each annual payment due to the Participant shall be calculated by multiplying the balance of the Participant’s
benefit by a fraction, the numerator of which is one and the denominator of which is the remaining number of annual payments due
to the Participant. For purposes of the Plan, the right to receive a benefit payment in annual installments shall be treated as
the entitlement to a single payment.


 


1.5                   
“Base Salary” shall mean a Participant’s annual cash compensation relating to services performed
during any calendar year, excluding distributions from nonqualified deferred compensation plans, bonuses, commissions, fringe benefits,
stock options, relocation expenses,




    	 



    	 



    

 


incentive payments, non-monetary
awards and automobile and other allowances paid to a Participant for employment services rendered (whether or not such allowances
are included in the Employee’s gross income). Base Salary shall be calculated before reduction for compensation voluntarily
deferred or contributed by the Participant pursuant to all qualified or nonqualified plans of any Employer and shall be calculated
to include amounts not otherwise included in the Participant’s gross income under Code Sections 125, 402(e)(3) or 402(h)
pursuant to plans established by any Employer; provided, however, that all such amounts will be included in compensation only to
the extent that had there been no such plan, the amount would have been payable in cash to the Eligible Executive.


 


1.6                   
“Beneficiary” or “Beneficiaries” shall mean one or more persons, trusts,
estates or other entities, designated in accordance with Article X, that are entitled to receive benefits under the Plan upon a
Participant’s death.


 


1.7                   
“Beneficiary Designation Form” shall mean the form established from time to time by the Committee
that a Participant completes, signs and returns to the Committee to designate one or more Beneficiaries.


 


1.8                   
“Benefit Distribution Date” shall mean the date upon which all or an objectively determinable
portion of a Participant’s vested benefits will become eligible for distribution. Except as otherwise provided in the Plan,
a Participant’s Benefit Distribution Date shall be determined based on the earliest to occur of an event or scheduled date
set forth in Articles IV through IX, as applicable.


 


1.9                   
“Board” shall mean the Board of Directors of the Company.


 


1.10               
“Bonus(es)” shall mean amounts payable in cash to the Participant for services rendered during
a Plan Year, or any period wholly contained within a Plan Year, under the Rogers Corporation Annual Incentive Compensation Plan,
or any other similar cash bonus program that may be adopted by an Employer from time to time, before reductions for contributions
to or deferrals under any pension, deferred compensation or benefit plans sponsored by the Company.


 


1.11               
“Change in Control” shall mean the first to occur of any one of the following events:


 


(a)               
The closing of the sale of all or substantially all of the assets of the Company on a consolidated basis to an unrelated
person or entity;


 


(b)              
The closing of the sale of all of the Company’s shares of common stock to an unrelated person or entity; or


 


(c)               
The consummation of any merger, reorganization, consolidation or share exchange unless the persons who were the beneficial
owners of the outstanding shares of common stock immediately before the consummation of such transaction beneficially own more
than 50% of the outstanding shares of the common stock of the successor or survivor entity in




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such transaction immediately
following the consummation of such transaction. For purposes of this subsection, the percentage of the beneficially owned shares
of the successor or survivor entity described above shall be determined exclusively by reference to the shares of the successor
or survivor entity which result from the beneficial ownership of shares of common stock by the persons described above immediately
before the consummation of such transaction.


 


1.12               
“Change in Control Benefit” shall have the meaning set forth in Article V.


 


1.13               
“Claimant” shall have the meaning set forth in Section 14.1.


 


1.14               
“Code” shall mean the Internal Revenue Code of 1986, as amended, as interpreted by Treasury regulations
and applicable authorities promulgated thereunder.


 


1.15               
“Committee” shall mean the person or persons appointed by the Board to administer the Plan in
accordance with Article XIII.


 


1.16               
“Company” shall mean Rogers Corporation, a Massachusetts corporation, and any successor to all
or substantially all of the Company’s assets or business.


 


1.17               
“Company Contributions” shall mean the contributions made by the Company pursuant to Section 3.4.


 


1.18               
 “Company Contribution Amount” shall mean the Company Contributions attributable to any
one Plan Year, as determined in accordance with Section 3.4.


 


1.19               
“Death Benefit” shall mean the benefit set forth in Article IX.


 


1.20               
“Disability” or “Disabled” shall mean that a Participant is (a) unable
to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be
expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (b) by reason of
any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for
a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under
an accident and health plan covering employees of the Participant’s Employer. For purposes of the Plan, a Participant shall
be deemed Disabled if determined to be totally disabled by the Social Security Administration. A Participant shall also be deemed
Disabled if determined to be disabled in accordance with the applicable disability insurance program of such Participant’s
Employer, provided that the definition of “disability” applied under such disability insurance program complies with
the requirements of this Section.


 


1.21               
“Disability Benefit” shall mean the benefit set forth in Article VIII.


 


1.22               
“Effective Date” shall mean the date set forth in the preamble above.




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1.23               
“Election Form” shall mean the form, which may be in electronic format, established from time
to time by the Committee that a Participant completes, signs and returns to the Committee to make an election under the Plan.


 


1.24               
“Employee” shall mean a person who is a common law employee on the books and records of the Employer.


 


1.25               
“Employer(s)” shall be defined as
follows:


 


(a)               
Except as otherwise provided in subsection (b) below, the term “Employer” shall mean the Company and/or any
of its subsidiaries (now in existence or hereafter formed or acquired) that have been selected by the Board to participate in
the Plan and have adopted the Plan as a sponsor. 


 


(b)              
For the purpose of determining whether a Participant has experienced a Separation from Service, the term “Employer”
shall mean:


 


(i)The
entity for which the Participant performs services and with respect to which the legally binding right to compensation deferred
or contributed under the Plan arises; and 


(ii)All
other entities with which the entity described above would be aggregated and treated as a single employer under Code Section 414(b)
(controlled group of corporations) and Code Section 414(c) (a group of trades or businesses, whether or not incorporated, under
common control), as applicable. In order to identify the group of entities described in the preceding sentence, the Committee
shall use an ownership threshold of at least 50% as a substitute for the 80% minimum ownership threshold that appears in, and
otherwise must be used when applying, the applicable provisions of (A) Code Section 1563 for determining a controlled group of
corporations under Code Section 414(b), and (B) Treas. Reg. §1.414(c)-2 for determining the trades or businesses that are
under common control under Code Section 414(c). 


 


1.26               
“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended, including
Department of Labor and Treasury regulations and applicable authorities promulgated thereunder.


 


1.27               
“Measurement Funds” shall have the meaning set forth in Section 3.6(a).


 


1.28               
“Participant” shall mean any Employee (a) who is selected to participate in the Plan, and (b)
whose executed Election Form and Beneficiary Designation Form are accepted by the Committee.


 


1.29               
“Performance-Based Compensation” shall mean compensation, the entitlement to or amount of which
is contingent on the satisfaction of pre-established organizational or individual performance criteria relating to a performance
period of at least 12 consecutive months, as determined by the Committee in accordance with Treas. Reg. §1.409A-1(e).




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1.30               
“Plan” shall mean the Rogers Corporation Deferred Compensation Plan, which shall be evidenced
by this instrument, as it may be amended from time to time.


 


1.31               
“Plan Year” shall mean a period beginning on January 1 of each calendar year and continuing through
December 31 of such calendar year.


 


1.32               
“Prior Plan” shall mean the Rogers Corporation Voluntary Deferred Compensation Plan for Key Employees,
as amended.


 


1.33               
“Retirement,” “Retire(s)” or “Retired”
shall mean with respect to a Participant a Separation from Service on or after the following specified date: The earliest to occur
of (a) the Participant’s 55th birthday or (b) the date that is ten years after the Participant’s employment
commencement date. This definition of Retirement shall be construed consistently with the requirements for a specified date under
Treas. Reg. §1.409A-3(c)(2).


 


1.34               
“Retirement Benefit” shall mean the benefit set forth in Article VI.


 


1.35               
“Scheduled Distribution” shall mean the distribution set forth in Section 4.1.


 


1.36               
“Separation from Service” shall mean a termination of services provided by a Participant to his
or her Employer, whether voluntarily or involuntarily, other than by reason of death or Disability, as determined by the Committee
in accordance with Treas. Reg. §1.409A-1(h). In determining whether a Participant has experienced a Separation from Service,
the following provisions shall apply:


 


(a)               
For a Participant who provides services to an Employer as an employee, except as otherwise provided in part (c) of this
Section, a Separation from Service shall occur when such Participant has experienced a termination of employment with such employer.
A Participant shall be considered to have experienced a termination of employment when the facts and circumstances indicate that
the Participant and his or her employer reasonably anticipate that either (i) no further services will be performed for the employer
after a certain date, or (ii) that the level of bona fide services the Participant will perform for the employer after such date
(whether as an employee or as an independent contractor) will permanently decrease to no more than 20% of the average level of
bona fide services performed by such Participant (whether as an employee or an independent contractor) over the immediately preceding
36-month period (or the full period of services to the employer if the Participant has been providing services to the Employer
less than 36 months).


 


If a Participant is on military
leave, sick leave, or other bona fide leave of absence, the employment relationship between the Participant and the Employer shall
be treated as continuing intact, provided that the period of such leave does not exceed 6 months, or if longer, so long as the
Participant retains a right to reemployment with the Employer under an applicable statute or by contract. If the period of a military
leave, sick leave, or other bona fide leave of absence exceeds 6 months and the Participant does not retain a right to reemployment
under an applicable statute or by contract, the employment relationship shall be considered to be terminated for




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purposes of the Plan as of
the first day immediately following the end of such 6-month period. In applying the provisions of this paragraph, a leave of absence
shall be considered a bona fide leave of absence only if there is a reasonable expectation that the Participant will return to
perform services for the Employer.


 


(b)              
For a Participant, if any, who provides services to an Employer as an independent contractor, except as otherwise provided
in part (c) of this Section, a Separation from Service shall occur upon the expiration of the contract (or in the case of more
than one contract, all contracts) under which services are performed for such Employer, provided that the expiration of such contract(s)
is determined by the Committee to constitute a good-faith and complete termination of the contractual relationship between the
Participant and such Employer.


 


(c)               
For a Participant, if any, who provides services to an Employer as both an employee and an independent contractor, a Separation
from Service generally shall not occur until the Participant has ceased providing services for such Employer as both an employee
and as an independent contractor, as determined in accordance with the provisions set forth in parts (a) and (b) of this Section,
respectively. Similarly, if a Participant either (i) ceases providing services for an Employer as an independent contractor and
begins providing services for such Employer as an employee, or (ii) ceases providing services for an Employer as an employee and
begins providing services for such Employer as an independent contractor, the Participant will not be considered to have experienced
a Separation from Service until the Participant has ceased providing services for such Employer in both capacities, as determined
in accordance with the applicable provisions set forth in parts (a) and (b) of this Section.


 


Notwithstanding the foregoing
provisions in this part (c), if a Participant provides services for an Employer as both an employee and as a director, to the extent
permitted by Treas. Reg. §1.409A-1(h)(5) the services provided by such Participant as a director shall not be taken into account
in determining whether the Participant has experienced a Separation from Service as an employee, and the services provided by such
Participant as an employee shall not be taken into account in determining whether the Participant has experienced a Separation
from Service as a director.


 


1.37               
“Specified Employee” shall mean any Participant who is determined to be a “specified employee”
within the meaning of the Rogers Corporation Specified Employee Policy, or any similar successor policy, for the applicable period.


 


1.38               
“Termination Benefit” shall mean the benefit set forth in Article VII.


 


1.39               
“Trust” shall mean one or more trusts established by the Company in accordance with Article XV.


 


1.40               
“Unforeseeable Emergency” shall mean a severe financial hardship of the Participant
resulting from (a) an illness or accident of the Participant, the Participant’s spouse, the Participant’s Beneficiary
or the Participant’s dependent (as defined in Code Section 152 without regard to paragraphs (b)(1), (b)(2) and (d)(1)(b)
thereof), (b) a loss of the Participant’s property due to casualty, or (c) such other similar extraordinary and unforeseeable
circumstances




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arising as a result of events
beyond the control of the Participant, all as determined by the Committee (or its delegate) based on the relevant facts and circumstances.


 


ARTICLE II

PARTICIPATION


 


2.1             
Selection. Participation in the Plan shall be limited to the Company’s appointed officers and, as determined
by the Company’s Chief Executive Officer in his sole discretion, a group of key employees of the Company. For avoidance of
doubt, an Employee who participated in the Prior Plan shall be eligible to participate in the Plan for the 2014 Plan Year.


 


2.2             
Enrollment. As a condition to participation, a selected Employee shall complete, execute and return to the
Committee an Election Form and a Beneficiary Designation Form by the deadline(s) established by the Committee in accordance with
the applicable provisions of Section 3.2 the Plan. In addition, the Committee shall establish from time to time such other enrollment
requirements as it determines, in its sole discretion, are necessary or appropriate. An Eligible Executive who fails to timely
meet the enrollment requirements under this Section 2.2 shall not be eligible to participate in the Plan until such time as determined
by the Committee consistent with complying with Section 409A of the Code.


 


2.3             
Commencement of Participation. Each selected Employee who is eligible to participate in the Plan shall commence
participation in the Plan on the date that the Committee determines that such Employee has met all enrollment requirements set
forth in the Plan and required by the Committee, including returning all required documents to the Committee within the specified
time period.


 


2.4             
Termination of Participation. A selected Employee who has become a Participant shall remain a Participant
until his or her entire vested Account Balance is distributed. However, a selected Employee who has become a Participant may or
may not be an active Participant deferring Base Salary, Bonus or both for a particular Plan Year, depending upon whether he or
she has made timely and proper deferral elections under Article III for such Plan Year.


 


ARTICLE III

CONTRIBUTIONS & DEFERRAL ELECTIONS


 


3.1                   
Maximum Base Salary and Bonus Deferrals. For each Plan Year, a Participant may elect to defer, as his or her
Annual Deferral Amount, Base Salary and Bonus up to the following maximum percentages for each deferral elected:


 





	Deferral	 	Maximum Percentage
	Base Salary	 	50%
	Bonus	 	100%







 







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Elections to defer Base Salary
and Bonus shall take the form of a whole percentage (less applicable payroll withholding requirements for Social Security and income
taxes and employee benefit plans).


 


 


3.2                   
Timing of Deferral Elections; Effect of Participant Election(s). 


 


(a)               
General Timing Rule for Deferral Elections. Except as otherwise provided in this Section 3.2, in order for
a Participant to make a valid election to defer Base Salary or Bonus, the Participant must submit an Election Form on or before
the deadline established by the Committee, which shall be no later than the December 31st preceding the Plan Year in
which such compensation will be earned. Any deferral election made in accordance with this Section 3.2(a) shall be irrevocable;
provided, however, that if the Committee permits or requires Participants to make a deferral election by the deadline described
above for an amount that qualifies as Performance-Based Compensation, the Committee may permit a Participant to subsequently change
his or her deferral election for such compensation by submitting a new Election Form in accordance with Section 3.2(c) below.


 


(b)              
Timing of Deferral Elections for New Plan Participants. An Eligible Executive who first becomes eligible
to participate in the Plan on or after the beginning of a Plan Year, as determined in accordance with Treas. Reg. §1.409A-2(a)(7)(ii)
and the “plan aggregation” rules provided in Treas. Reg. §1.409A-1(c)(2), may be permitted to make an election
to defer the portion of Base Salary and Bonus attributable to services to be performed after such election, provided that the Participant
submits Participant Election(s) on or before the deadline established by the Committee, which in no event shall be later than 30
days after the Participant first becomes eligible to participate in the Plan. If a deferral election made in accordance with this
Section 3.2(b) relates to compensation earned based upon a specified performance period, the amount eligible for deferral shall
be equal to (i) the total amount of compensation for the performance period, multiplied by (ii) a fraction, the numerator of which
is the number of days remaining in the service period after the Participant’s deferral election is made, and the denominator
of which is the total number of days in the performance period. Any deferral election made in accordance with this Section 3.2(b)
shall become irrevocable no later than the 30th day after the date the Participant first becomes eligible to participate
in the Plan.


 


(c)               
Timing of Deferral Elections for Performance-Based Compensation. Subject to the limitations described
below, the Committee may determine that an irrevocable deferral election for an amount that qualifies as Performance-Based Compensation
may be made by submitting Participant Election(s) on or before the deadline established by the Committee, which in no event shall
be later than 6 months before the end of the performance period. In order for a Participant to be eligible to make a deferral election
for Performance-Based Compensation in accordance with the deadline established pursuant to this Section 3.2(c), the Participant
must have performed services continuously from the later of (i) the beginning of the performance period for such compensation,
or (ii) the date upon which the performance criteria for such compensation are established, through the date upon which the Participant
makes the deferral election for such compensation. In no event shall a deferral election submitted under this Section




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3.2(c) be permitted to apply
to any amount of Performance-Based Compensation that has become readily ascertainable.


 


(d)              
Separate Deferral Elections for Each Plan Year. In order to defer Base Salary and Bonus with respect to a
Plan Year, a Participant must submit a separate deferral election with respect to Base Salary and Bonus for such Plan Year by affirmatively
filing an Election Form during the enrollment period established by the Committee prior to the beginning of such Plan Year (or
at such other time contemplated under this Section 3.2), which election shall be effective on the first day of the next following
Plan Year (unless otherwise specified on the Election Form).


 


3.3                   
Withholding and Crediting of Annual Deferral Amounts. For each Plan Year, the Base Salary portion of the Annual
Deferral Amount shall be withheld from each regularly scheduled Base Salary payroll in equal amounts, as adjusted from time to
time for increases and decreases in Base Salary. The Bonus portion of the Annual Deferral Amount shall be withheld at the time
the Bonus is or otherwise would be paid to the Participant, whether or not this occurs during the Plan Year itself. Annual Deferral
Amounts shall be credited to the Participant’s Annual Account for such Plan Year at the time such amounts would otherwise
have been paid to the Participant.


 


3.4             
Company Contributions. The Company shall have the discretion to make Company Contributions to the Plan at
any time and in any amount on behalf of any Participant. Company Contributions shall be made in the complete and sole discretion
of the Company and no Participant shall have the right to receive any Company Contribution in any particular Plan Year regardless
of whether Company Contributions are made on behalf of other Participants. Company Contributions shall be credited to the Participant’s
Annual Account annually.


 


3.5                   
Vesting.


 


(a)               
A Participant shall at all times be 100% vested in the portion of his or her Account Balance attributable to Annual Deferral
Amounts, plus amounts credited or debited on such amounts pursuant to Section 3.6.


 


(b)              
Company Contribution Amounts shall be vested based upon the schedule or schedules determined by the Company in its sole
discretion and communicated to the Participant.


 


3.6                   
Crediting/Debiting of Account Balances. In accordance with, and subject to, the rules and procedures that
are established from time to time by the Committee, in its sole discretion, amounts shall be credited or debited to a Participant’s
Account Balance in accordance with the following rules:


 


(a)               
Measurement Funds. The Participant may elect one or more of the measurement funds selected by the Committee
(or its delegate), in its sole discretion, which are based on certain mutual funds (the “Measurement Funds”), for the
purpose of crediting or debiting additional amounts to his or her Account Balance. As necessary, the Committee (or its




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delegate) may, in its sole
discretion, discontinue, substitute or add a Measurement Fund. The discontinuance or substitution of any Measurement Fund will
take effect 30 days after the day on which the Company gives Participants advance written notice of such change. The addition of
any new Measurement Fund will take effect on the day on which the Company gives Participants written notice of such change.


 


(b)              
Election of Measurement Funds. A Participant, in connection with his or her initial deferral election in accordance
with Section 3.2 above, shall elect, on the Election Form, one or more Measurement Fund(s) to be used to determine the amounts
to be credited or debited to his or her Account Balance. If a Participant does not elect any of the Measurement Funds as described
above, the Participant’s Account Balance shall automatically be allocated into the lowest-risk Measurement Fund, as determined
by the Committee, in its sole discretion. The Participant may (but is not required to) elect, by submitting an Election Form to
the Committee that is accepted by the Committee, to add or delete one or more Measurement Fund(s) to be used to determine the amounts
to be credited or debited to his or her Account Balance, or to change the portion of his or her Account Balance allocated to each
previously or newly elected Measurement Fund. If an election is made in accordance with the previous sentence, it shall apply as
of the first business day deemed reasonably practicable by the Committee, in its sole discretion, and shall continue thereafter
for each subsequent day in which the Participant participates in the Plan, unless changed in accordance with the previous sentence.
Notwithstanding the foregoing, the Committee, in its sole discretion, may impose limitations on the frequency with which one or
more of the Measurement Funds elected in accordance with this Section 3.6(b) may be added or deleted by such Participant; furthermore,
the Committee, in its sole discretion, may impose limitations on the frequency with which the Participant may change the portion
of his or her Account Balance allocated to each previously or newly elected Measurement Fund.


 


(c)               
Proportionate Allocation. In making any election described in Section 3.6(b) above, the Participant shall
specify on the Election Form, in increments of 1%, the percentage of his or her Account Balance or Measurement Fund, as applicable,
to be allocated/reallocated.


 


(d)              
Crediting or Debiting Method. The performance of each Measurement Fund (either positive or negative) will
be determined on a daily basis based on the manner in which such Participant’s Account Balance has been hypothetically allocated
among the Measurement Funds by the Participant.


 


(e)               
No Actual Investment. Notwithstanding any other provision of the Plan that may be interpreted to the contrary,
the Measurement Funds are to be used for measurement purposes only, and a Participant’s election of any such Measurement
Fund, the allocation of his or her Account Balance thereto, the calculation of additional amounts and the crediting or debiting
of such amounts to a Participant’s Account Balance shall not be considered or construed in any manner as an actual investment
of his or her Account Balance in any such Measurement Fund. In the event that the Company or the Trustee (as that term is defined
in the Trust), in its own discretion, decides to invest funds in any or all of the investments on which the Measurement Funds are
based, no Participant shall have any rights in or to such investments




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themselves. Without limiting
the foregoing, a Participant’s Account Balance shall at all times be a bookkeeping entry only and shall not represent any
investment made on his or her behalf by the Company or the Trust; the Participant shall at all times remain an unsecured creditor
of the Company.


 


3.7                   
FICA and Other Taxes.


 


(a)               
Annual Deferral Amounts. For each Plan Year in which an Annual Deferral Amount is being withheld from a Participant,
the Participant’s Employer(s) shall withhold from that portion of the Participant’s Base Salary and/or Bonus that is
not being deferred, in a manner determined by the Employer(s), the Participant’s share of FICA and other employment taxes
on such Annual Deferral Amount. If necessary, the Committee may reduce the Annual Deferral Amount in order to comply with this
Section 3.7.


 


(b)              
Company Contribution Amounts. When a Participant becomes vested in a portion of his or her Account Balance
attributable to any Company Contribution Amounts, the Participant’s Employer(s) shall withhold from that portion of the Participant’s
Base Salary or Bonus that is not deferred, in a manner determined by the Employer(s), the Participant’s share of FICA and
other employment taxes on such amounts. If necessary, the Committee may reduce the vested portion of the Participant’s Company
Contribution Amount in order to comply with this Section 3.7.


 


(c)               
Distributions. The Participant’s Employer(s), or the trustee of the Trust, shall withhold from any payments
made to a Participant under the Plan all federal, state and local income, employment and other taxes required to be withheld by
the Employer(s), or the trustee of the Trust, in connection with such payments, in amounts and in a manner to be determined in
the sole discretion of the Employer(s) and the trustee of the Trust.


 


ARTICLE IV

SCHEDULED DISTRIBUTIONS; UNFORESEEABLE EMERGENCIES; LIMITED CASHOUTS


 


4.1             
Scheduled Distributions. Not later than the time during which an election to defer an Annual Deferral Amount
is required under the rules set forth in Article III above, a Participant may elect to receive all or a portion of such Annual
Deferral Amount, plus amounts credited or debited on that amount under Section 3.6, in the form of a lump sum payment, calculated
as of the close of business on or around the last business day of January immediately preceding the Benefit Distribution Date designated
by the Participant in accordance with this Section (a “Scheduled Distribution”). A Participant may designate different
Scheduled Distributions under this Section 4.1 with respect to Base Salary and Bonus that are part of an Annual Deferral Amount
on such terms and conditions as permitted by the Committee from time to time. The Benefit Distribution Date for an amount subject
to a Scheduled Distribution election shall be the first day of February of any Plan Year designated by the Participant, which may
be no sooner than 3 Plan Years after the end of the Plan Year to which the Participant’s deferral election relates, unless
otherwise provided on an Election Form approved by the Committee. Subject to the other terms and conditions of the Plan, each Scheduled
Distribution




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elected shall be paid out
during a 60-day period commencing immediately after the Benefit Distribution Date. By way of example, if a Scheduled Distribution
is elected for Annual Deferral Amounts that are earned in the Plan Year commencing January 1, 2015, the earliest Benefit Distribution
Date that may be designated by a Participant would be February 1, 2019, and the Scheduled Distribution would be paid out during
the 60-day period commencing immediately after such Benefit Distribution Date.


 


4.2                   
Postponing Scheduled Distributions. A Participant may elect to postpone a Scheduled Distribution described
in Section 4.1 above, and have such amount paid out during a 60-day period commencing immediately after an allowable alternative
Benefit Distribution Date designated in accordance with this Section 4.2. In order to make such an election, the Participant must
submit an Election Form to the Committee in accordance with the following criteria:


 


(a)               
The election of the new Benefit Distribution Date shall have no effect until at least 12 months after the date on which
the election is made;


 


(b)              
The new Benefit Distribution Date selected by the Participant for such Scheduled Distribution must be the first day of February
of a Plan Year that is no sooner than 5 years after the previously designated Benefit Distribution Date; and


 


(c)               
The election must be made at least 12 months prior to the Participant’s previously designated Benefit Distribution
Date for such Scheduled Distribution.


 


For purposes of applying
the provisions of this Section 4.2, a Participant’s election to postpone a Scheduled Distribution shall not be considered
to be made until the date on which the election becomes irrevocable. Unless otherwise determined by the Committee, such an election
shall become irrevocable on the date that is 12 months prior to the Participant’s previously designated Benefit Distribution
Date for such Scheduled Distribution.


 


4.3                   
Other Benefits Take Precedence Over Scheduled Distributions. Should an event occur prior to any Benefit Distribution
Date designated for a Scheduled Distribution that would trigger a benefit under Articles V through IX, as applicable, all amounts
subject to a Scheduled Distribution election shall be paid in accordance with the other applicable provisions of the Plan and not
in accordance with this Article IV.


 


4.4                   
Unforeseeable Emergencies.


 


(a)               
If a Participant experiences an Unforeseeable Emergency prior to the occurrence of a Scheduled Distribution or a distribution
event described in Articles V through IX, as applicable, the Participant may petition the Committee to receive a partial or full
payout from the Plan. The payout, if any, from the Plan shall not exceed the lesser of (i) the Participant’s vested Account
Balance, calculated as of the close of business on or around the last business day of the month in which the Benefit Distribution
Date for such payout occurs, as determined by the Committee in accordance with the provisions set forth below, or (ii) the amount
necessary to satisfy the Unforeseeable Emergency, plus amounts necessary to pay Federal, state, or local income taxes or penalties
reasonably anticipated as a result of the




    	12



    	 



    

 


distribution. A Participant
shall not be eligible to receive a payout from the Plan to the extent that the Unforeseeable Emergency is or may be relieved (A)
through reimbursement or compensation by insurance or otherwise, (B) by liquidation of the Participant’s assets, to the extent
the liquidation of such assets would not itself cause severe financial hardship or (C) by cessation of deferrals under the Plan.
If the Committee (or its delegate), in its sole discretion, approves a Participant’s petition for payout from the Plan, the
Participant’s Benefit Distribution Date for such payout shall be the date on which such approval by the Committee (or its
delegate) occurs and such payout shall be distributed to the Participant in a lump sum no later than 60 days after such Benefit
Distribution Date. Any distributions under this Section 4.4 shall be shall be charged to the Participant’s Account Balances
and any related sub-accounts in such manner as determined by the Committee. In addition, in the event of such approval the Participant’s
outstanding deferral elections under the Plan shall be cancelled.


 


(b)              
A Participant’s deferral elections under the Plan shall also be cancelled to the extent the Committee determines that
such action is required for the Participant to obtain a hardship distribution from an Employer’s 401(k) Plan pursuant to
Treas. Reg. §1.401(k)-1(d)(3).


 


4.5             
Limited Cashout. Notwithstanding any other provision of the Plan to the contrary, the Committee may, in its
sole discretion, distribute in a mandatory lump sum any Participant’s entire Account Balance, provided that any such distribution
is made in accordance with the requirements of Treas. Reg. §1.409A-3(j)(4)(v) or its successor (each such payment, a “Limited
Cashout”). Specifically, any such Limited Cashout shall be subject to the following requirements:


 


(a)               
The Committee’s exercise of discretion to make the Limited Cashout shall be evidenced in writing no later than the
date of the lump sum payment;


 


(b)              
The lump sum payment shall result in the termination and liquidation of the entirety of the Participant’s Account
Balance under the Plan as well as the Participant’s interest in all other plans, agreements, methods, programs, or other
arrangements with respect to which deferrals of compensation are treated as having been deferred under a single nonqualified deferred
compensation plan under Treas. Reg. §1.409A–1(c)(2) with the Account Balance, including the Prior Plan; and


 


(c)               
The lump sum payment (and the Participant’s entire interest in any and all other “plans” that would be
aggregated with the Account(s) being distributed from the Plan in accordance with Treas. Reg. §1.409A–1(c)(2)) is not
greater than the applicable dollar amount under Code Section 402(g)(1)(B) at the time of the Limited Cashout.


 


Any such Limited Cashout
shall be calculated as of the last business day of the month in which the Committee’s determination to make the Limited Cashout
occurs, and such lump sum payment shall be made within 60 days following such determination.




    	13



    	 



    

 


 


ARTICLE V

CHANGE IN CONTROL BENEFIT


 


5.1                   
Change in Control Benefit. A Participant, in connection with his or her commencement of participation in the
Plan, shall have an opportunity to irrevocably elect to receive his or her vested Account Balance in the form of a lump sum payment
in the event that a Change in Control occurs prior to the Participant’s Separation from Service, Disability or death (the
“Change in Control Benefit”). The Benefit Distribution Date for the Change in Control Benefit, if any, shall be the
date on which the Change in Control occurs. If a Participant elects not to receive a Change in Control Benefit, or fails to make
an election in connection with his or her commencement of participation in the Plan, the Participant’s Account Balance shall
be paid in accordance with the other applicable provisions of the Plan.


 


5.2                   
Payment of Change in Control Benefit. The Change in Control Benefit, if any, shall be calculated as of the
close of business on or around last business day of the month in which the Participant’s Benefit Distribution Date occurs,
as determined by the Committee, and paid to the Participant no later than 60 days after the Participant’s Benefit Distribution
Date.


 


ARTICLE VI

RETIREMENT BENEFIT


 


6.1                   
Retirement Benefit. If a Participant experiences a Separation from Service that qualifies as a Retirement,
the Participant shall be eligible to elect to receive all or part of his or her vested Annual Deferral Amounts in either a lump
sum or annual installment payments under rules set forth in Section 6.2 (collectively, the “Retirement Benefit”). A
Participant’s Retirement Benefit shall be calculated as of the close of business on or around the last business day of the
month in which the applicable Benefit Distribution Date for such benefit occurs, which shall be (a) the first day after the end
of the 6-month period immediately following the date on which the Participant experiences such Separation from Service if the Participant
is a Specified Employee, and (b) for all other Participants, the date on which the Participant experiences a Separation from Service;
provided, however, if a Participant changes the form of distribution with respect to an Annual Deferral Amount (or sub-accounts
thereunder) in accordance with Section 6.2(b), the applicable Benefit Distribution Date subject to such change shall be determined
in accordance with Section 6.2(b).


 


6.2                   
Payment of Retirement Benefit.


 


(a)               
Not later than the time during which an election to defer an Annual Deferral Amount is required under Article III above,
the Participant shall elect the form in which his or her Annual Deferral Amount, plus amounts credited or debited on that amount
under Section 3.6, will be paid in the event of Retirement. A Participant may make a separate payment election with respect to
Base Salary and Bonus that are part of the Annual Deferral Amount on such terms and conditions as permitted by the Committee from
time to time. Available payment forms are a lump sum payment or an Annual Installment Method of up to 15 years. If a Participant
does not make any payment election Base Salary, Bonus or both under this Section 6.2 with respect to all or a portion of an Annual
Deferral Amount, then payment of such




    	14



    	 



    

 


compensation shall be made
as provided under either (i) the election most recently made under this Section 6.2 with respect to such compensation for a prior
Plan Year or (ii) if no election has been made under this Section 6.2 with respect to such compensation for any prior Plan Year,
in the form of a lump sum payment.


 


(b)              
A Participant may change the form of payment with respect to all or part an Annual Deferral Amount by submitting an Election
Form to the Committee in accordance with the following criteria:


 


(i)The election shall
not take effect until at least 12 months after the date on which the election is made;


 


(ii)The new Benefit
Distribution Date for all or part of the Annual Deferral Amount as designated by the Participant shall be 5 years after the Benefit
Distribution Date that would otherwise have been applicable to such portion of the Annual Deferral Amount; and


 


(iii) The election must
be made at least 12 months prior to the Benefit Distribution Date that would otherwise have been applicable to such portion of
the Annual Deferral Amount.


 


For purposes of applying
the provisions of this Section 6.2(b), a Participant’s election to change the form of payment with respect to all or a portion
of an Annual Deferral Amount upon Retirement shall not be considered to be made until the date on which the election becomes irrevocable.
Unless otherwise determined by the Committee, such an election shall become irrevocable on the date that is 12 months prior to
the Benefit Distribution Date that would otherwise have been applicable to such portion of the Annual Deferral Amount. Subject
to the requirements of this Section 6.2(b), the Election Form that has most recently become effective with respect to the applicable
portion of the Annual Deferral Amount shall govern the form of payout of such amount.


 


(c)               
The lump sum payment shall be made, or installment payments shall commence, no later than 60 days after the applicable Benefit
Distribution Date. Remaining installments, if any, shall be calculated on or around the last business day of January of each Plan
Year following the Plan Year in which the Participant’s initial installment payment occurs and shall be made during February
of each such succeeding Plan Year.


 


(d)              
Notwithstanding any provisions of this Section 6.2 to the contrary, if, on the date the Participant Retires, the sum of
the amounts elected to be paid under the Annual Installment Method with respect to the Participant’s entire vested Account
Balance is less than $50,000, the Retirement Benefit shall be paid as a lump sum no later than 60 days after the Benefit Distribution
Date.




    	15



    	 



    

 


 


ARTICLE VII 


TERMINATION BENEFIT


 


7.1                   
Termination Benefit. If a Participant experiences a Separation from Service that does not qualify as a Retirement,
such Participant shall receive the portion of his or her vested Account Balance attributable to Base Salary and Bonus subaccounts
in the form of a lump sum payment. A Participant who Separates from Service shall receive the portion of his or her vested Account
Balance attributable to Company Contribution subaccounts in the form of a lump sum irrespective of whether the Separation from
Service qualifies as Retirement. The amount total lump sum amount determined under this Article VII is referred to in the Plan
as the “Termination Benefit”. A Participant’s Termination Benefit shall be calculated as of the close of business
on or around the last business day of the month in which the applicable Benefit Distribution Date for such benefit occurs, which
shall be (a) the first day after the end of the 6-month period immediately following the date on which the Participant experiences
such Separation from Service if the Participant is a Specified Employee, and (b) for all other Participants, the date on which
the Participant experiences a Separation from Service.


 


7.2                   
Payment of Termination Benefit. The Termination Benefit shall be paid to the Participant no later than 60
days after the Participant’s Benefit Distribution Date.


 


ARTICLE VIII 


DISABILITY BENEFIT


 


8.1                   
Disability Benefit. If a Participant becomes Disabled prior to the occurrence of a distribution event described
in Articles V through VII or IX, as applicable, the Participant shall receive his or her vested Account Balance in the form of
a lump sum payment (the “Disability Benefit”). The Disability Benefit shall be calculated as of the close of business
on or around the last business day of the month in which the Participant’s Benefit Distribution Date for such benefit occurs,
which shall be the date on which the Participant becomes Disabled.


 


8.2                   
Payment of Disability Benefit. The Disability Benefit shall be paid to the Participant no later than 60 days
after the Participant’s Benefit Distribution Date.


 


ARTICLE IX 


DEATH BENEFIT


 


9.1                   
Death Benefit. In the event of a Participant’s death prior to the complete distribution of his or her
vested Account Balance, the Participant’s Beneficiary(ies) shall receive the Participant’s unpaid vested Account Balance
in a lump sum payment (the “Death Benefit”). The Death Benefit shall be calculated as of the close of business on or
around the last business day of the month in which the Benefit Distribution Date for such benefit occurs, which shall be the date
of the Participant’s death.


 


9.2                   
Payment of Death Benefit. The Death Benefit shall be paid to the Participant’s Beneficiary(ies) no later
than 60 days after the Participant’s Benefit Distribution Date.




    	16



    	 



    

 


 


 


ARTICLE X 


BENEFICIARY DESIGNATION


 


10.1         
Beneficiaries.


 


(a)               
Beneficiary Designation. The Participant shall have the right, at any time, to designate any person or persons
as Beneficiary (both primary and contingent) to whom payment under the Plan shall be made in the event of the Participant’s
death. If the Participant names someone other than his or her spouse as a Beneficiary, the Committee may, in its sole discretion,
determine that spousal consent is required to be provided in a form designated by the Committee, executed by such Participant's
spouse and returned to the Committee. The Beneficiary designation shall be effective when it is submitted to and acknowledged by
the Committee during the Participant’s lifetime in the format prescribed by the Committee.


 


(b)              
Absence of Valid Designation. If a Participant fails to designate a Beneficiary as provided above, or if every
person designated as Beneficiary predeceases the Participant or dies prior to complete distribution of the Participant’s
benefits, then the Committee shall deem the Participant’s estate to be the Beneficiary and shall direct the distribution
of such benefits to the Participant’s estate.


 


10.2               
Beneficiary Designation. Each Participant shall have the right, at any time, to designate his or her Beneficiary(ies)
(both primary as well as contingent) to receive any benefits payable under the Plan to a beneficiary upon the death of a Participant.
The Beneficiary designated under the Plan may be the same as or different from the Beneficiary designation under any other plan
of an Employer in which the Participant participates.


 


10.3               
Beneficiary Designation; Change; Spousal Consent. A Participant shall designate his or her Beneficiary by
completing and signing the Beneficiary Designation Form, and returning it to the Committee or its designated agent. A Participant
shall have the right to change a Beneficiary by completing, signing and otherwise complying with the terms of the Beneficiary Designation
Form and the Committee’s rules and procedures, as in effect from time to time. If the Participant names someone other than
his or her spouse as a Beneficiary, the Committee may, in its sole discretion, determine that spousal consent is required to be
provided in a form designated by the Committee, executed by such Participant’s spouse and returned to the Committee. Upon
the acceptance by the Committee of a new Beneficiary Designation Form, all Beneficiary designations previously filed shall be canceled.
The Committee shall be entitled to rely on the last Beneficiary Designation Form filed by the Participant and accepted by the Committee
prior to his or her death.


 


10.4               
Acknowledgment. No designation or change in designation of a Beneficiary shall be effective until received
and acknowledged in writing by the Committee or its designated agent.


 


10.5               
No Beneficiary Designation. If a Participant fails to designate a Beneficiary as provided in Sections 10.1,
10.2 and 10.3 above or, if all designated Beneficiaries predecease the Participant or die prior to complete distribution of the
Participant’s benefits, then the




    	17



    	 



    

 


Participant’s designated
Beneficiary shall be deemed to be his or her surviving spouse. If the Participant has no surviving spouse, the benefits remaining
under the Plan to be paid to a Beneficiary shall be payable to the executor or personal representative of the Participant’s
estate.


 


10.6               
Doubt as to Beneficiary. If the Committee has any doubt as to the proper Beneficiary to receive payments pursuant
to the Plan, the Committee shall have the right, exercisable in its discretion, to cause the Participant’s Employer to withhold
such payments until this matter is resolved to the Committee’s satisfaction.


 


10.7               
Discharge of Obligations. The payment of benefits under the Plan to a Beneficiary shall fully and completely
discharge all Employers and the Committee from all further obligations under the Plan with respect to the Participant.


 


ARTICLE XI

LEAVE OF ABSENCE


 


11.1               
Paid Leave of Absence. If a Participant is authorized by the Participant’s Employer to take a paid leave
of absence from the employment of the Employer, and such leave of absence does not constitute a Separation from Service, (a) the
Participant shall continue to be considered eligible for the benefits provided under the Plan, and (b) the Annual Deferral Amount
shall continue to be withheld during such paid leave of absence in accordance with Section 3.3.


 


11.2               
Unpaid Leave of Absence. If a Participant is authorized by the Participant’s Employer to take an unpaid
leave of absence from the employment of the Employer for any reason, and such leave of absence does not constitute a Separation
from Service, such Participant shall continue to be eligible for the benefits provided under the Plan. During the unpaid leave
of absence, the Participant shall not be allowed to make any additional deferral elections. However, if the Participant returns
to employment, the Participant may elect to defer an Annual Deferral Amount for the Plan Year following his or her return to employment
and for every Plan Year thereafter while a Participant in the Plan, provided such deferral elections are otherwise allowed and
an Election Form is delivered to and accepted by the Committee for each such election in accordance with Section 3.2 above.


 


ARTICLE XII 


TERMINATION; PLAN
AMENDMENT


 


12.1               
Termination of Plan. Although it is anticipated that the Plan will continue for an indefinite period of time,
there is no guarantee that the Company will continue the Plan or will not terminate the Plan at any time in the future. Accordingly,
the Company reserves the right to terminate the Plan with respect to all or some of the Participants. In the event of a Plan termination
no new deferral elections shall be permitted for the affected Participants and such Participants shall no longer be eligible to
receive new Company Contributions. However, after the Plan termination the Account Balances of such Participants shall continue
to be credited with Annual Deferral Amounts attributable to a deferral election that was in effect prior to the Plan termination
to the extent deemed necessary to comply with Section 409A of the Code, and additional amounts shall continue to be credited or
debited to such Participants’ Account




    	18



    	 



    

 


Balances pursuant to Section
3.6. The Measurement Funds available to Participants following the termination of the Plan shall be comparable in number and type
to those Measurement Funds available to Participants in the Plan Year preceding the Plan Year in which the Plan termination is
effective. In addition, following a Plan termination, Participant Account Balances shall remain in the Plan and shall not be distributed
until such amounts become eligible for distribution in accordance with the other applicable provisions of the Plan. Notwithstanding
the preceding sentence, to the extent permitted by Treas. Reg. §1.409A-3(j)(4)(ix), the Employer may provide that upon termination
of the Plan, all Account Balances of the Participants shall be distributed, subject to and in accordance with any rules established
by such Employer deemed necessary to comply with the applicable requirements and limitations of Treas. Reg. §1.409A-3(j)(4)(ix).


 


12.2         
Amendment.


 


(a)               
The Company may, at any time, amend or modify the Plan in whole or in part. Notwithstanding the foregoing, (i) no amendment
or modification shall be effective to decrease the value of a Participant’s vested Account Balance in existence at the time
the amendment or modification is made, and (ii) no amendment or modification of this Section 12.2 of the Plan shall be effective.


 


(b)              
Notwithstanding Section 12.2(a) above, in the event that the Committee determines that any provision of the Plan may cause
amounts deferred under the Plan to become immediately taxable to any Participant under Section 409A of the Code, the Company may
(i) adopt such amendments to the Plan and appropriate policies and procedures, including amendments and policies with retroactive
effect, that it determines necessary or appropriate to preserve the intended tax treatment of the Plan benefits provided by the
Plan and/or (ii) take such other actions as the Company determines necessary or appropriate to comply with the requirements of
Section 409A of the Code to avoid the imputation of any tax, penalty or interest thereunder.


 


12.3               
Effect of Payment. The full payment of the Participant’s vested Account Balance in accordance with the
applicable provisions of the Plan shall completely discharge all obligations to a Participant and his or her designated Beneficiaries
under the Plan.


 


ARTICLE XIII

ADMINISTRATION


 


 


13.1         
Committee. The Plan shall be administered by a Committee, which shall consist of the Board, or such committee
of management and/or Board members as the Board shall appoint. Members of the Committee may be Participants under the Plan. The
Committee shall have the discretion and authority to (a) make, amend, interpret, and enforce all appropriate rules and regulations
for the administration of the Plan, (b) decide or resolve any and all questions, including benefit entitlement determinations and
interpretations of the Plan, as may arise in connection with the Plan, including determinations regarding eligibility for benefits
payable under the Plan, and (c) take any other actions necessary or appropriate to administer the Plan, including selecting and
establishing Measurement Funds. Any individual serving on the Committee who is a Participant shall not vote or act on any matter
relating solely to himself or




    	19



    	 



    

 


herself. When making a determination
or calculation, the Committee shall be entitled to rely on information furnished by a Participant or the Company. The Committee
may, in its sole discretion and from time to time, delegate any administrative or ministerial duties related to the Plan to any
officers or staff of the Company.


 


13.2         
Agents. In the administration of the Plan, the Committee, as applicable, may, from time to time, employ agents
and delegate to them such administrative duties as it sees fit (including acting through a duly appointed representative) and may
from time to time consult with counsel who may be counsel to any Employer.


 


13.3         
Binding Effect of Decisions. The decision or action of the Committee with respect to any question arising
out of or in connection with the administration, interpretation and application of the Plan and the rules and regulations promulgated
hereunder shall be final and conclusive and binding upon all persons having any interest in the Plan.


 


13.4         
Indemnity of Committee. All Employers shall indemnify and hold harmless the members of the Committee and any
Employee to whom the duties of the Committee may be delegated against any and all claims, losses, damages, expenses or liabilities
arising from any action or failure to act with respect to the Plan, except in the case of willful misconduct by the Committee,
any of its members, or any such Employee seeking indemnification hereunder.


 


13.5         
Employer Information. To enable the Committee to perform its functions, the Company and each Employer shall
supply full and timely information to the Committee or its delegate, as the case may be, on all matters relating to the Plan, the
Trust, the Participants and their Beneficiaries, the Account Balances of the Participants, the compensation of its Participants,
the date and circumstances of the Separation from Service, Disability or death of its Participants, and such other pertinent information
as the Committee (or its delegate) may reasonably require.


 


ARTICLE XIV 


CLAIMS PROCEDURE


 


14.1               
Presentation of Claim. Any Participant or Beneficiary of a deceased Participant (such Participant or Beneficiary
being referred to below as a “Claimant”) may deliver to the Committee a written claim for a determination with respect
to the amounts distributable to such Claimant from the Plan. If such a claim relates to the contents of a notice received by the
Claimant, the claim must be made within 60 days after such notice was received by the Claimant. All other claims must be made within
180 days of the date on which the event that caused the claim to arise occurred. The claim must state with particularity the determination
desired by the Claimant.


 


14.2               
Notification of Decision. The Committee shall consider a Claimant’s claim within a reasonable time,
but no later than 90 days after receiving the claim. If the Committee determines that special circumstances require an extension
of time for processing the claim, written notice of the extension shall be furnished to the Claimant prior to the termination of
the initial 90-day period. In no event shall such extension exceed a period of 90 days from the end




    	20



    	 



    

 


of the initial period. The
extension notice shall indicate the special circumstances requiring an extension of time and the date by which the Committee expects
to render the benefit determination. The Committee shall notify the Claimant in writing:


 


(a)               
that the Claimant’s requested determination has been made, and that the claim has been allowed in full; or


 


(b)              
that the Committee has reached a conclusion contrary, in whole or in part, to the Claimant’s requested determination,
and such notice must set forth in a manner calculated to be understood by the Claimant:


 


(i) the specific reason(s)
for the denial of the claim, or any part of it;


 


(ii) specific reference(s)
to pertinent provisions of the Plan upon which such denial was based;


(iii) a description of
any additional material or information necessary for the Claimant to perfect the claim, and an explanation of why such material
or information is necessary;


 


(iv) an explanation of
the claim review procedure set forth in Section 14.3 below; and


 


(v) a statement of the
Claimant’s right to bring a civil action under ERISA Section 502(a) following an adverse benefit determination on review.


 


14.3               
Review of a Denied Claim. On or before 60 days after receiving a notice from the Committee that a claim has
been denied, in whole or in part, a Claimant (or the Claimant’s duly authorized representative) may file with the Committee
a written request for a review of the denial of the claim. The Claimant (or the Claimant’s duly authorized representative):


 


(a)               
may, upon request and free of charge, have reasonable access to, and copies of, all documents, records and other information
relevant (as defined in applicable ERISA regulations) to the claim for benefits;


 


(b)              
may submit written comments or other documents; and/or


 


(c)               
may request a hearing, which the Committee, in its sole discretion, may grant.


 


14.4               
Decision on Review. The Committee shall render its decision on review promptly, and no later than 60 days
after the Committee receives the Claimant’s written request for a review of the denial of the claim. If the Committee determines
that special circumstances require an extension of time for processing the claim, written notice of the extension shall be furnished
to the Claimant prior to the termination of the initial 60-day period. In no event shall such extension exceed a period of 60 days
from the end of the initial period. The extension notice shall indicate the special circumstances requiring an extension of time
and the date by which the




    	21



    	 



    

 


Committee expects to render
the benefit determination. In rendering its decision, the Committee shall take into account all comments, documents, records and
other information submitted by the Claimant relating to the claim, without regard to whether such information was submitted or
considered in the initial benefit determination. The decision must be written in a manner calculated to be understood by the Claimant,
and it must contain:


 


(a)               
specific reasons for the decision;


 


(b)              
 specific reference(s) to the pertinent Plan provisions upon which the decision was based;


 


(c)               
a statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to and copies of,
all documents, records and other information relevant (as defined in applicable ERISA regulations) to the Claimant’s claim
for benefits; and


 


(d)              
a statement of the Claimant’s right to bring a civil action under ERISA Section 502(a).


 


14.5               
Legal Action. A Claimant’s compliance with the foregoing provisions of this Article XIV is a mandatory
prerequisite to a Claimant’s right to commence any legal action with respect to any claim for benefits under the Plan.


 


ARTICLE XV 


TRUST


 


15.1               
Establishment of the Trust. In order to provide assets from which to fulfill the obligations of the Participants
and their Beneficiaries under the Plan, the Company may, in its sole discretion, establish a trust by a trust agreement with a
third party, the trustee, to which each Employer may, in its discretion, contribute cash or other property to provide for the benefit
payments under the Plan (the “Trust”).


 


15.2               
Interrelationship of the Plan and the Trust. The provisions of the Plan shall govern the rights of a Participant
to receive distributions under the Plan. The provisions of the Trust shall govern the rights of the Employers, Participants and
the creditors of the Employers to the assets transferred to the Trust. Each Employer shall at all times remain liable to carry
out its obligations under the Plan.


 


15.3               
Distributions From the Trust. Each Employer’s obligations under the Plan may be satisfied with Trust
assets distributed pursuant to the terms of the Trust, and any such distribution shall reduce the Employer’s obligations
under the Plan.


 


ARTICLE XVI 


MISCELLANEOUS


 


16.1               
Status of Plan. The Plan is intended to be a plan that is not qualified within the meaning of Section 401(a)
the Code and that “is unfunded and is maintained by an employer




    	22



    	 



    

 


primarily for the purpose
of providing deferred compensation for a select group of management or highly compensated employees” within the meaning of
ERISA Sections 201(2), 301(a)(3) and 401(a)(1). The Plan shall be administered and interpreted (a) to the extent possible in a
manner consistent with the intent described in the preceding sentence, and (b) in accordance with Code Section 409A and related
Treasury guidance and Regulations.


 


16.2               
Unsecured General Creditor. Participants and their Beneficiaries, heirs, successors and assigns shall have
no legal or equitable rights, interests or claims in any property or assets of an Employer. For purposes of the payment of benefits
under the Plan, any and all of an Employer’s assets shall be, and remain, the general, unpledged unrestricted assets of the
Employer. An Employer’s obligation under the Plan shall be merely that of an unfunded and unsecured promise to pay money
in the future.


 


16.3               
Employer’s Liability. An Employer’s liability for the payment of benefits shall be defined only
by the Plan. An Employer shall have no obligation to a Participant under the Plan except as expressly provided in the Plan.


 


16.4               
Nonassignability. Neither a Participant nor any other person shall have any right to commute, sell, assign,
transfer, pledge, anticipate, mortgage or otherwise encumber, transfer, hypothecate, alienate or convey in advance of actual receipt,
the amounts, if any, payable hereunder, or any part thereof, which are, and all rights to which are expressly declared to be, unassignable
and non-transferable. No part of the amounts payable shall, prior to actual payment, be subject to seizure, attachment, garnishment
or sequestration for the payment of any debts, judgments, alimony or separate maintenance owed by a Participant or any other person,
be transferable by operation of law in the event of a Participant’s or any other person’s bankruptcy or insolvency
or be transferable to a spouse as a result of a property settlement or otherwise.


 


16.5               
Not a Contract of Employment. The terms and conditions of the Plan shall not be deemed to constitute a contract
of employment between any Employer and the Participant. Such employment is hereby acknowledged to be an “at will” employment
relationship that can be terminated at any time for any reason, or no reason, with or without cause, and with or without notice,
unless expressly provided in a written employment agreement. Nothing in the Plan shall be deemed to give a Participant the right
to be retained in the service of any Employer, either as an Employee or a director, or to interfere with the right of any Employer
to discipline or discharge the Participant at any time.


 


16.6               
Furnishing Information. A Participant or his or her Beneficiary will cooperate with the Committee by furnishing
any and all information requested by the Committee and take such other actions as may be requested in order to facilitate the administration
of the Plan and the payments of benefits hereunder, including but not limited to taking such physical examinations as the Committee
may deem necessary.


 


16.7               
General; Singular and Plural. Whenever any words are used herein in the masculine, they shall be construed
as though they were in the feminine in all cases where they would so apply; and whenever any words are used herein in the singular
or in the plural, they




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shall be construed as though
they were used in the plural or the singular, as the case may be, in all cases where they would so apply.


 


16.8               
Captions. The captions of the articles, sections and paragraphs of the Plan are for convenience only and shall
not control or affect the meaning or construction of any of its provisions.


 


16.9               
Governing Law. Subject to ERISA, the provisions of the Plan shall be construed and interpreted according to
the internal laws of the Commonwealth of Massachusetts without regard to its conflicts of laws principles.


 


16.10           
Notice. Any notice or Any notice or filing required or permitted to be given to the Company or the Participant
under this Agreement shall be sufficient if in writing and hand-delivered, or sent by registered or certified mail, in the case
of the Company, to the principal office of the Company, directed to the attention of the Director of Human Resources, and in the
case of the Participant, to the last known address of the Participant indicated on the employment records of the Company. Such
notice shall be deemed given as of the date of delivery or, if delivery is made by mail, as of the date shown on the postmark on
the receipt for registration or certification. Notices to the Company may be permitted by electronic communication according to
specifications established by the Committee.


 


16.11           
Successors. The provisions of the Plan shall bind and inure to the benefit of the Participant’s Employer
and its successors and assigns and the Participant and the Participant’s designated Beneficiaries.


 


16.12           
Spouse’s Interest. The interest in the benefits hereunder of a spouse of a Participant who has predeceased
the Participant shall automatically pass to the Participant and shall not be transferable by such spouse in any manner, including
but not limited to such spouse’s will, nor shall such interest pass under the laws of intestate succession.


 


16.13           
Validity. In case any provision of the Plan shall be illegal or invalid for any reason, said illegality or
invalidity shall not affect the remaining parts hereof, but the Plan shall be construed and enforced as if such illegal or invalid
provision had never been inserted herein.


 


16.14           
No Guarantee of Tax Consequences. The Employer, Company, Board and Committee make no commitment or guarantee
to any Participant that any federal, state or local tax treatment will apply or be available to any person eligible for benefits
under the Plan and assume no liability whatsoever for the tax consequences to any Participant.


 


16.15           
Distribution in the Event of Income Inclusion Under Section 409A. If any portion of a Participant’s
Account Balance under the Plan is required to be included in income by the Participant prior to receipt due to a failure of the
Plan to comply with the requirements of Section 409A, the Committee may determine that such Participant shall receive a distribution
from the Plan in an amount equal to the lesser of (a) the portion of his or her Account Balance required to be included in income
as a result of the failure of the Plan to comply with the requirements of Section 409A, or (b) the unpaid vested Account Balance.




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16.16           
Incompetent. If the Committee determines in its discretion that a benefit under the Plan is to be paid to
a minor, a person declared incompetent or to a person incapable of handling the disposition of that person’s property, the
Committee may direct payment of such benefit to the guardian, legal representative or person having the care and custody of such
minor, incompetent or incapable person. The Committee may require proof of minority, incompetence, incapacity or guardianship,
as it may deem appropriate prior to distribution of the benefit. Any payment of a benefit shall be a payment for the account of
the Participant and the Participant’s Beneficiary, as the case may be, and shall be a complete discharge of any liability
under the Plan for such payment amount.


 


16.17           
Domestic Relations Orders. Notwithstanding any provision in the Plan to the contrary, in the event that the
Committee receives a domestic relations order, as defined in Code Section 414(p)(1)(B), pursuant to which a court has determined
that a spouse or former spouse of a Participant has an interest in the Participant’s benefits under the Plan, the Committee
shall have the right to immediately distribute the spouse’s or former spouse’s interest in the Participant’s
benefits under the Plan to such spouse or former spouse to the extent necessary to fulfill such domestic relations order, provided
that such distribution is in accordance with the requirements of Code Section 409A.


 


IN WITNESS WHEREOF,
the Board of Directors of the Company has approved the adoption of the Plan as of the Effective Date and has caused the Plan to
be executed by its duly authorized representative this 24th day of June, 2014.


 


Rogers Corporation


 


By: /s/ Gary
Glandon 


Name: Gary
Glandon


Title: Vice
President and Chief Human Resources Officer


 


 


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