One Technology Drive / P.O. Box 188 / Rogers, CT06263-0188
/ 860.774.9605 / Fax: 860.779.5777


 


 


GENERAL RELEASE AND SETTLEMENT AGREEMENT


 


 


This General Release and Settlement Agreement
(hereinafter "Agreement") is made as of the Effective Date (as defined in Section 6(f) below) by and between
Dennis M. Loughran (hereinafter "Loughran") and Rogers Corporation (hereinafter "Rogers" or the
“Company”). The purpose of this Agreement is to fully and finally dispose of all issues regarding Loughran’s
employment and separation from employment with Rogers as described below.


 


1.                 
The parties agree and acknowledge that there is good and sufficient consideration for the settlement of any and all issues
between Loughran and Rogers and for the mutual promises contained herein. Also, the parties agree and acknowledge that the terms
of this Agreement are fair and equitable, reflecting both the corporate interests of Rogers and its recognition of Loughran’s
years of valuable service.


 


2.                 
Loughran is voluntarily entering into this Agreement of his own free will and without influence by Rogers or any of its
present or former officers, representatives, agents or employees. Loughran was advised of his right to be represented by his own
legal counsel regarding this matter. Loughran understands that he may take as long as twenty-one (21) days to consider this Agreement
before signing it. Loughran’s execution of this Agreement before the expiration of that period will constitute his representation
and warranty that he has decided that he does not need any additional time to decide whether to execute this Agreement.


 


3.                 
This Agreement constitutes the complete understanding between the parties. The purpose of this Agreement is to resolve any
and all disputes or potential disputes without any party incurring additional time and expense. All agree that full settlement
would best serve all interests.


 


4.                 
Loughran represents and warrants that he has the authority to enter into this Agreement, and that he has not assigned any
claims being released under this Agreement to any person or entity.


 


5.                 
Neither the negotiation, undertaking or execution of this Agreement shall constitute an admission by Rogers of a violation
of any federal or state constitution, statute or regulation, or common law right, whether in contract or in tort.


 


6.       By accepting the terms of this
Agreement, Loughran, for himself, his heirs, executors and administrators, releases and forever discharges Rogers, all of its
related companies, subsidiaries and affiliates, their successors and assigns, and all of its and their present former and
future officers, representatives, agents or employees(the “Released Parties”)of and from any and all
liability in manner of suits, claims, charges, actions or causes of action or demands of any nature whatsoever, whether the
underlying facts are known or unknown, whether in law or in equity, under federal,


 






    	 



    	 



    

 


 


state and municipal constitutions, statutes, charters, regulations and common law, including,
but not limited to, the Family and Medical Leave Act under Federal and State laws, discrimination or retaliation claims under the
Age Discrimination in Employment Act of 1967, 29 U.S.C. § 621 etseq. (the "ADEA"), the Older
Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000 etseq., the Employee
Retirement Income Security Act of 1974, 29 U.S.C. § 1001 etseq., the Americans with Disabilities Act, 42 U.S.C.
§ 12101 etseq., the Connecticut Fair Employment Practices Act, Conn. Gen. Stat. § 46 (a) - 51 etseq.,
all as amended, any and all claims for violation of any public policy having any bearing whatsoever on the terms or conditions
of Loughran’s employment or cessation of employment by Rogers; all claims for relief or other benefits under any federal,
state, or local statute, ordinance, regulation, rule of decision, or principle of common law, all claims that the Released Parties
engaged in conduct prohibited on any basis under any federal, state, or local statute, ordinance, regulation, rule of decision,
or principle of common law, and all claims against the Released Parties, whether in contract, expressed or implied, or in tort,
including, but not limited to, breach of covenant of good faith and fair dealing, breach of contract - expressed or implied, defamation,
slander, the tortious or wrongful discharge from employment, claims for outplacement services, the intentional or negligent infliction
of emotional or mental distress, claims of inducement, promissory estoppel, collateral estoppel, fraud, misrepresentation - negligent
or intentional, and including any claims for attorneys' fees or costs. This is a good and final release of all claims of every
nature and kind whatsoever, and, by this Agreement, Loughran releases the Released Parties from all claims that are known and unknown,
suspected and unsuspected, arising out of his employment and separation from employment with Rogers, except for claims for unemployment
or workers’ compensation, unpaid wages and retirement benefits (e.g., 401(k) and pension benefits).


 


Loughran acknowledges that this is a general,
and not a limited release.


 


Loughran acknowledges that certain states provide
that a general release of claims does not extend to claims which the person executing the release does not know or suspect to exist
in his favor at the time of executing the release which, if known by him, may have materially affected his entering the release
of claims. Being aware that such statutory protection may be available to him, Loughran expressly, voluntarily and knowingly waives
any arguable benefit or protection of any such statute in executing this Agreement, known or unknown.




Loughran acknowledges and agrees that the following provisions are applicable to and made a part of this Agreement and the foregoing
general release and waiver, and that:


 


(a)               
he is not waiving rights or claims for age discrimination under the ADEA that may arise after the date he signs this Agreement;


 


(b)              
he is waiving rights or claims for age discrimination under the ADEA in exchange for the consideration set forth in Section
13 of this Agreement, which is in addition to anything of value to which he is already entitled;


 


(c)               
he is hereby advised to consult with an attorney before signing this Agreement;


 






    	 



    	 



    

 


 


(d)              
he has twenty-one (21) days within which to consider this Agreement, which will expire at 11:59 p.m. and must be postmarked
or received in person by June 2, 2014;


 


(e)               
he understands that for a period of seven (7) days after his execution of this Agreement, he may revoke this Agreement
after execution by notifying Rogers in writing. Such writing must be received by Rogers by 11:59 p.m. on the seventh consecutive
day after his execution of this Release of Claims at the following address:


 


Gary M. Glandon


Vice President and Chief Human Resources
Officer


Rogers Corporation


PO Box 188


Rogers, CT06263-0188


 


(f)               
he understands that this Agreement will not become effective or enforceable unless and until he has not revoked it and the
applicable revocation period set forth above has expired. The date on which the revocation period expires, if Loughran does not
first revoke it, is the Effective Date of this Agreement;


 


(g)              
he understands that nothing in this Agreement restricts his right to challenge the validity of the General Release of ADEA
claims, to file a charge with the EEOC or to participate or cooperate in EEOC investigations or proceedings; and


 


(h)              
the release of claims under the ADEA is subject to the special waiver protections under 29 U.S.C § 626(f). In accordance
with such section, Loughran specifically agrees that he is knowingly and voluntarily releasing and waiving any rights of discrimination
under the ADEA.


 


7.                 
To the maximum extent permitted by law, Loughran agrees not to sue or to institute or cause to be instituted any action
in any federal, state or local agency or court against any or all of the Released Parties regarding any matter arising from his
employment with Rogers and separation therefrom with Rogers, or regarding the matters covered by the release contained in Section
6 above (except to enforce the terms of this Agreement or to challenge the ADEA release), provided, however, that this Agreement
shall not preclude Loughran from seeking unemployment compensation or workers’ compensation benefits, nor shall it constitute
a waiver with respect to any claims he may have for retirement benefits (e.g., 401(k) and pension benefits). While Loughran
may file a charge with state or federal agencies, Loughran agrees not to seek or accept damages or relief upon the filing of any
such administrative charges or complaints (or judicial proceedings arising from such charges).


 


8.                    
Loughran acknowledges and agrees that the Employment, Invention, Confidentiality and Non-Compete Agreement with Rogers,
dated February 1, 2006, which is specifically incorporated herein as terms of this Agreement, is a valid agreement supported by
adequate consideration, and he agrees to abide in full with the terms and conditions of such agreement.


 






    	 



    	 



    

 


 


9.                    
Loughran agrees to cooperate with Rogers in the truthful and honest prosecution and/or defense of any claim in which the
Released Parties may have an interest (subject to reasonable limitations concerning time and place), which may include without
limitation: making himself available on a timely basis, on reasonable notice by Rogers, for interviews, meetings and other communications
with auditors and outside counsel acting on behalf of Rogers in connection with any such matter; providing documents to Rogers
related to any such matter; and voluntarily appearing, without a subpoena and at Rogers’s request, for a deposition or to
give testimony in any hearing, trial, investigation or arbitration at the request of Rogers for any such matter. If Loughran becomes
legally compelled to testify or provide an interview on any matter related to Rogers, whether by subpoena or otherwise, Loughran
agrees to provide Rogers with prompt, written notice of such legal requirement so that Rogers may, if it so wishes, seek a protective
order or other remedy. To the extent that Rogers requests Loughran’s cooperation, Rogers shall reimburse Loughran for reasonable
expenses consistent with Rogers’s expense reimbursement policy there in effect.


 


10.                
Loughran agrees to promptly return all of Rogers’s property in his possession including, but not limited to, credit
cards, keys, company files and internal documents (including books and manuals), and any electronic equipment (even if such electronic
equipment has been available for his personal use).


 


11.             
This Agreement may be used as evidence in a subsequent proceeding in which any of the parties allege a breach of this Agreement.


 


12.             
Loughran acknowledges and agrees that his last day of employment with Rogers was on May 12, 2014 (the “Termination
Date”), and that he will, if requested by Rogers, execute documents to evidence his resignation from any positions he
may hold as an officer or director of any Rogers affiliated entity.


 


13.             
In consideration of entering into this Agreement, following the Effective Date, Rogers will provide the payments and benefits
described below (collectively, the “Enhanced Severance Benefits”) in return for the releases and waivers set
forth herein subject to the conditions and limitations set forth in Sections 14 below:


 


(a)Continued payment of salary
for 52 weeks paid in bi-weekly amounts consistent with Rogers’s regular payroll practices (provided that the first installment
shall not be paid prior to the first possible payroll cycle after the Effective Date), with appropriate withholding for taxes and
deductions for applicable benefit plan coverages;


 


(b)the target bonus under the
Rogers Corporation Annual Incentive Compensation Plan (“AICP”) applicable to Loughran for fiscal year 2014 if
he had remained employed (i.e., 50% of salary), payable at the same time and according to the same terms as bonuses are paid to
Rogers’ active employees; provided, however, that such bonus will not be paid if no bonuses are paid to corporate officers
pursuant to AICP with respect to 2014, and provided further that the amount of such bonus (i.e., 50% of salary) will not be subject
to reduction or increase as a result of the actual performance of the Company during 2014 or


 






    	 



    	 



    

 


 


as a result of the exercise of any
discretion provided in AICP related to individual performance goals based upon subjective or discretionary determinations;


 


(c)continued payment of the premium
cost, at the same rate that Rogers contributes to the premium cost for active executives and dependents, of coverage of Loughran
and his dependents under each group health plan for which a timely COBRA election has been made until the earlier of (x) May 12,
2015 and (y) commencement of employment that offers Loughran eligibility for a corresponding group health plan coverage that terminates
COBRA eligibility as determined under applicable law, it being understood that his period of continued benefits shall run concurrently
with (and shall count against) Rogers obligation to provide continuation coverage under COBRA and that a COBRA election may be
made solely with respect to Rogers’ medical, dental and vision insurance plans;


 


(d)an immediate credit of one
additional year of employment for purposes of determining the extent to which Loughran’s time-based restricted stock unit
awards will vest, with any amounts that vest due to such service credit payable as per the terms of the applicable award agreements.
As a direct consequence of this credit, shares will vest with respect to the Award ID’s indicated on the dates and in the
amounts shown below, and it is understood that there will be not additional future vesting with respect to any equity awards;


		·	Award ID 2071- Awarded 02/09/2012, with 3-Year Cliff Vesting. 2,730 shares
will vest on 02/09/2015



		·	Award ID 2230- Awarded 02/18/2013, with 1/1/1 ratable vesting.1,360 shares
will vest on 02/18/2015 



		·	Award ID 2462- Awarded 02/11/2014 with 1/1/1 ratable Vesting. 1,134 shares
will vest on 02/11/2015 



 


(e)executive outplacement consulting
services for a period of up to six (6) months after the Termination Date by a firm chosen by Rogers.


 


14.             
The Enhanced Severance Benefits are conditional upon strict compliance with Loughran’s obligations and covenants under
the Confidentiality and Non-Compete Agreement and the Agreement, including but not limited to Section 9 (cooperation) and Section
10 (return of company property). Loughran understands and acknowledges that a breach of any of these obligations and covenants
shall result in cessation of the Enhanced Severance Benefits. All compensation payments, whether or not part of the Enhanced Severance
Benefits, shall remain subject to the Rogers Corporation Compensation Recovery Policy, as amended from time to time.


 


15.             
Loughran has carefully read this Agreement and fully understands its contents and significance, and he acknowledges that
he has not relied upon any representation or statement, written or oral, not set forth in this document. He fully understands that
this Agreement constitutes a waiver of all rights available under federal and state statutes, municipal charter and common law,
with regard to any matter related to his employment with Rogers, and separation therefrom with Rogers.


 


16.             
Loughran agrees not to disclose the contents of the provisions of this Agreement, its terms or conditions or the circumstances
that resulted in or followed Loughran’s separation from


 






    	 



    	 



    

 


 


employment,
to any party, excluding immediate family, except as required by law or as is reasonably necessary for purposes of securing counsel
from his attorney, accountant or financial adviser. Loughran and Rogers both agree not to make any statement, publicly or privately,
written or verbal, to any third parties which may disparage or injure the goodwill, reputation and business standing of you or
the Company. In the event of any violation of this provision, either party may seek all appropriate legal and equitable relief.
Nothing in this Section 16 is intended to impose restrictions on either party beyond those that are permitted by law.


 


17.          
Loughran acknowledges and agrees that he is not entitled to any payments and benefits except as provided in the Letter Agreement.
This Agreement and the Letter Agreement represent the complete understanding of the parties with respect to the termination of
Loughran’s employment, and no other promises, or agreements, shall be binding or shall modify this Agreement or the Letter
Agreement, unless in writing, signed by these parties.


 


18.          
The Company shall have the right to deduct and withhold from any amounts payable under this Agreement or referred to in
this Agreement such federal, state, local or other taxes as are required to be withheld pursuant to any applicable law or regulation.


 


19.             
Loughran agrees that the terms of this Agreement shall be interpreted in accordance with the laws of the State of Connecticut.


 


20.             
If any term or provision of this Agreement, or any application thereof to any circumstances, is declared invalid, in whole
or in part, or otherwise unenforceable, such term or provision or application shall be deemed to have been modified to the minimum
extent necessary for it to be enforceable, and shall not affect other terms or provisions or applications of this Agreement.


 


 


 


 


	 	 
		\s\   Dennis
    M. Loughran
	 	 
	 	 
	 	May 28, 2014
	 	Date
	 	 
	 	 
	 	ROGERS CORPORATION
	 	 
	 	 
	 	By : \s\  Sara
    Dionne
	 	 
	 	Its: HR Director
	 	 
	 	May 28, 2014