SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No.)
Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Rogers Corporation
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(Name of Registrant as Specified in Its Charter)
- -----------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount previously paid:
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(4) Date Filed:
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[LOGO] ROGERS
Rogers Corporation One Technology Drive / P.O. Box 188 /
Rogers, CT 06263-0188
Phone: 860.774.9605
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
The Annual Meeting of Stockholders of Rogers Corporation, a Massachusetts
corporation, will be held on Thursday, April 26, 2001, at 10:30 A.M. in the
Boardroom on the 26th floor of Fleet Bank, 777 Main Street, Hartford,
Connecticut, for the following purposes:
1. To fix the number of and to elect a board of directors for the
ensuing year.
2. To approve the Rogers Corporation Global Stock Ownership Plan For
Employees.
3. To transact such other business as may properly come before the
meeting.
Stockholders entitled to receive notice of and to vote at the meeting are
determined as of the close of business on March 12, 2001, the record date
fixed by the board of directors for such purpose.
Regardless of whether or not you plan to attend the meeting, you can be
sure your shares are represented at the meeting by promptly signing, dating
and returning your proxy card in the enclosed pre-addressed, postage-paid
return envelope. If for any reason you desire to revoke or change your
proxy, you may do so at any time before it is voted.
We cordially invite you to attend the meeting.
By Order of the Board of Directors
Robert M. Soffer, Clerk
March 15, 2001
Proxy Statement
[LOGO] ROGERS
Rogers Corporation One Technology Drive / P.O. Box 188 /
Rogers, CT 06263-0188
Phone: 860.774.9605
March 15, 2001
We are providing you with this proxy statement in connection with the
solicitation of proxies by the Board of Directors of Rogers Corporation for
the Annual Meeting of Stockholders to be held on Thursday, April 26, 2001,
at 10:30 A.M. in the Boardroom on the 26th floor of Fleet Bank, 777 Main
Street, Hartford, Connecticut.
If you are a stockholder of record as of the close of business on March 12,
2001, you are entitled to vote at the meeting and any adjournment thereof.
As of that date, 15,182,126 shares of capital stock, $1 par value per
share, of Rogers were outstanding. You are entitled to one vote for each
share owned. Execution of a proxy will not in any way affect your right to
attend the meeting and vote in person. Any stockholder submitting a proxy
has the right to revoke it any time before it is exercised by filing a
written revocation with the Clerk of Rogers, by executing a proxy with a
later date, or by attending and voting at the meeting.
If you sign your proxy card, but do not give voting instructions, the proxy
will be voted FOR fixing the number of directors for the ensuing year at
nine and the election of the nominees to the board of directors shown on
the next page under the heading "NOMINEES FOR DIRECTOR", and FOR the Rogers
Corporation Global Stock Ownership Plan For Employees.
The presence, in person or by proxy, of the holders of a majority of the
shares of capital stock entitled to vote at the meeting is necessary to
constitute a quorum. Abstentions and broker "non-votes" are counted as
present and entitled to vote for purposes of determining a quorum. A broker
"non-vote" occurs when a nominee holding shares for a beneficial owner does
not vote on a particular proposal because the nominee does not have
discretionary voting power for that particular item and has not received
instructions from the beneficial owner. Under the rules of the stock
exchange applicable to member firms, brokers will have discretionary
authority to vote shares held in their name to fix the size of the board
and for the election of directors, and to vote on the proposal to approve
the Rogers Corporation Global Stock Ownership Plan For Employees even if
they do not receive instructions from the beneficial owners.
With regard to the election of directors, votes may be cast for all
nominees or withheld from all nominees or any particular nominee. Votes
withheld in connection with the election of one or more directors will not
be counted as votes cast for such individuals. Those nominees receiving the
nine highest number of votes will be elected, even if such votes do not
constitute a majority of the votes cast.
The affirmative vote of a majority of the shares of stock present or
represented at the meeting and voting on the matter is required for the
approval of the Rogers Corporation Global Stock Ownership Plan For
Employees. Abstentions will have no effect on the outcome of the voting on
the proposal.
We do not expect any matters other than those set forth in the accompanying
Notice of Annual Meeting of Stockholders to be presented at the meeting. If
any other matter should be presented at the meeting upon which a vote
properly may be taken, shares represented by all proxies properly executed
and received will be voted with respect to this matter in accordance with
the judgment of the persons named as proxies.
This proxy statement and the accompanying proxy are first being mailed to
you on or about March 22, 2001. In addition, we are enclosing a copy of our
2000 annual report.
Proposal 1: Election of Directors
The directors of Rogers are elected annually and hold office until the next
Annual Meeting of Stockholders and thereafter until their successors have
been elected and qualified. The board of directors has been advised that
each nominee will serve if elected. If any of these nominees should become
unavailable for election, proxies will be voted for the election of such
other person, or for fixing the number of directors at a lesser number, as
the board of directors may recommend. All of the nominees are currently
directors of Rogers and were elected to their present term of office at the
April 2000 Annual Meeting of Stockholders, except for Ms. Kraus, who has
been nominated for director for the first time.
NOMINEES FOR DIRECTOR
Age/Year
First Became
Name Director Principal Occupations During the Past Five Years and Other Directorships
- ----------------------------------------------------------------------------------------------------------------
Leonard M. Baker 66 / 1994 Senior Vice President, Chief Technical Officer since June 2000
and prior to that Vice President Technology, Praxair, Inc.
Harry H. Birkenruth 69 / 1964 Retired (as of June 1998) Chairman, March 1997 to June 1998,
and prior to that President, Chief Executive Officer, Rogers
Corporation
Walter E. Boomer 62 / 1997 President, Chief Executive Officer, Rogers Corporation since
March 31, 1997; President, Babcock & Wilcox Power Generation
Group and Executive Vice President of McDermott International,
Inc., the parent corporation of Babcock & Wilcox, February 1995
to October 1996; Senior Vice President of McDermott
International, Inc. August 1994 to January 1995 and prior to that a
General in the U.S. Marine Corps from 1986; Director: Baxter
International, Inc. and Cytyc Corporation
Edward L. Diefenthal 58 / 1998 Vice Chairman and Chief Executive Officer, Director, Southern
Holdings, Inc.
Gregory B. Howey 58 / 1994 President, Director, Okay Industries, Inc.; Director: American
Financial Holdings, Inc.
Leonard R. Jaskol 63 / 1992 Retired (as of December 1998) Chairman, Chief Executive Officer,
Director, Lydall, Inc.; Director: Eastern Enterprises until
November 2000
Eileen S. Kraus 62 Retired (as of July 2000) Chairman, Fleet National Bank -
Connecticut, a subsidiary of FleetBoston Financial; Director:
Kaman Corporation and The Stanley Works
William E. Mitchell 57 / 1994 Corporate Vice President, Solectron Corporation and President,
Solectron Global Services, Inc., in both cases since March 1999;
Chairman, May 1997 to February 1999, Chief Executive Officer,
June 1996 to February 1999, President, Chief Operating Officer,
September 1995 to May 1996, Director, Sequel, Inc.
Robert G. Paul 59 / 2000 President, Chief Executive Officer, Director, Allen Telecom Inc.
The board of directors recommends a vote FOR fixing the number of directors
for the ensuing year at nine and the election of the above named nominees.
Stock Ownership of Management
This table provides information about the beneficial ownership of Rogers
capital stock as of March 1, 2001, by each of the current directors, an
individual being nominated for director for the first time, the executive
officers named in the Summary Compensation Table (the "Named Executive
Officers") and by all directors and executive officers as a group. Unless
otherwise noted, the persons listed below have sole voting and investment
power with respect to the shares reported.
Beneficial Ownership(1)
------------------------ Total
Total Percent Stock
Name of Person or Group Shares(2) of Class(3) Interest(4)
- -------------------------------------------------------------------------------
Leonard M. Baker 28,465 * 28,465
Harry H. Birkenruth 290,976 1.89 291,421
Walter E. Boomer 121,774 * 129,244
Edward L. Diefenthal 19,467 * 19,467
Gregory B. Howey 28,020 * 31,984
Leonard R. Jaskol 35,209 * 39,267
Bruce G. Kosa (5) 75,380 * 75,380
Eileen S. Kraus (6) - * -
William E. Mitchell 24,808 * 24,808
Robert G. Paul 7,113 * 7,113
Frank H. Roland 10,619 * 12,077
Robert M. Soffer (5) 87,335 * 87,335
Robert D. Wachob (5) 241,582 1.58 241,582
All Directors and Executive Officers
as a Group (14 persons) 1,074,710 6.72 1,092,105
<FN>
<F1> Where necessary, amounts have been adjusted to reflect the May 2000
2-for-1 stock split.
<F2> Represents the total number of currently owned shares and shares
acquirable within 60 days of March 1, 2001 through the exercise of
stock options. Shares acquirable under stock options exercisable
within 60 days for each individual are as follows (last name/number
of shares): Baker/22,034; Birkenruth/263,686; Boomer/103,332;
Diefenthal/17,382; Howey/19,762; Jaskol/22,302; Kosa/55,100;
Mitchell/18,716; Paul/2,814; Roland/6,666; Soffer/59,546;
Wachob/168,000 and the group of 14 individuals/828,538.
<F3> Represents the percent of ownership of total outstanding shares of
capital stock with the * indicating that the amount of ownership
represents less than 1% of outstanding capital stock.
<F4> Includes total beneficial ownership plus the number of shares of
capital stock that have been deferred pursuant to Rogers compensation
programs.
<F5> Messrs. Kosa, Soffer and Wachob own, respectively, 13,747, 14,848 and
68,123 shares included above as to which investment and voting power
is shared with spouses.
<F6> Ms. Kraus is being nominated for director for the first time.
</FN>
Beneficial Ownership of More Than Five Percent of Rogers Stock
This table provides information regarding beneficial ownership of each
person known to Rogers to own more than 5% of its outstanding capital
stock. The information in this table is based solely upon filings by each
such person with the Securities and Exchange Commission on Schedule 13G
under the Securities and Exchange Act of 1934, as amended. Unless otherwise
noted, the beneficial owners have sole voting and investment power with
respect to the shares listed below.
Shares
Beneficially Percent of
Name and Address of Beneficial Owner Owned Class
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Lord, Abbett & Co. 1,933,521 12.7
90 Hudson Street
Jersey City, New Jersey 07302
Westport Asset Management, Inc. (1) 2,150,800 14.2
253 Riverside Avenue
Westport, Connecticut 06880
<FN>
<F1> Westport Asset Management, Inc., a registered investment advisor, has
sole voting and investment power with respect to 102,400 of the
shares listed above, has shared voting power with its affiliate
Westport Advisers LLC with respect to 1,488,200 of the shares listed
above, and has shared investment power with respect to 2,048,400 of
the shares listed above. All shares are held in certain discretionary
managed accounts. Westport Asset Management, Inc. disclaims
beneficial ownership of all such shares.
</FN>
Board of Directors
MEETINGS; CERTAIN COMMITTEES
The Rogers board of directors held six meetings during 2000. The board of
directors has five regular committees, including an Audit Committee, a
Compensation and Organization Committee and a Nominating and Governance
Committee. All directors attended more than 75 percent in the aggregate of
the total number of meetings in 2000 of the board and the committees on
which each such director served.
The Audit Committee held two formal meetings in 2000. The Audit Committee
has functions that include making recommendations with respect to the
selection of the independent auditors of Rogers, meeting with the
independent auditors to review the scope, accuracy and results of the
audit, and making inquiries as to the adequacy of Rogers accounting,
financial and operating controls. Dr. Baker is the chairperson of the Audit
Committee, with Messrs. Diefenthal and Paul as members. Each of these
individuals is "independent", as defined in the New York Stock Exchange's
listing standards. The Audit Committee Report is on the next page and its
charter is attached to this proxy statement as Appendix A.
The Compensation and Organization Committee held four meetings in 2000.
This committee has functions that include reviewing the salary system to
ensure external competitiveness and internal consistency and reviewing
incentive compensation plans to ensure that they continue to be effective
incentive and reward systems. The Compensation and Organization Committee
also determines the President's compensation and approves or disapproves
the President's recommendations with respect to the compensation of
executive officers who report to the President. Mr. Jaskol is chairperson
of the Compensation and Organization Committee, with Messrs. Diefenthal and
Paul as members. This committee's compensation report begins on page 14.
The Nominating and Governance Committee held three meetings in 2000. This
committee has functions that include reviewing the qualifications of
candidates for director, nominating incumbent directors for reelection,
evaluating the performance of the Chief Executive Officer and at least
yearly, conducting a review of the performance of the board of directors.
Mr. Mitchell is the chairperson of the Nominating and Governance Committee
with Messrs. Birkenruth and Paul as members. The Nominating and Governance
Committee will consider nominees recommended by stockholders if such
recommendations for director are submitted in writing to the Clerk of
Rogers.
DIRECTORS' COMPENSATION
For 2000, each director who was not an employee of Rogers earned an annual
retainer of $17,000, plus $1,200 for each board meeting attended and $1,400
or $950 for each committee meeting attended, the amount varying by capacity
as chairperson or as a member.
Under the 1998 Stock Incentive Plan, the retainer fee for non-employee
directors is paid semi-annually in shares of Rogers capital stock, with the
number of shares of stock granted based on its then fair market value.
Stock options are also granted to non-employee directors twice a year. Each
such semi-annual stock option grant is for 2,000 shares with an exercise
price equal to the fair market value of a share of Rogers capital stock as
of the date of grant. Such options are immediately exercisable and expire
ten years from the date of grant.
Under Rogers Voluntary Deferred Compensation Plan for Non-Employee
Directors, such individuals may defer all or a portion of their annual
retainer and meeting fees, regardless of whether such amounts would have
been paid in cash or in Rogers capital stock.
Mr. Birkenruth, a former Rogers executive and a member of its board of
directors, provided consulting services to Rogers in 2000. He received
$18,754 of compensation for such services.
AUDIT COMMITTEE REPORT
The Audit Committee oversees Rogers financial reporting process on behalf
of the Board of Directors. Management has the primary responsibility for
the financial statements and the reporting process including the systems of
internal controls. In fulfilling its oversight responsibilities, the Audit
Committee reviewed the audited financial statements for the Annual Report
with management including a discussion of the quality, not just the
acceptability, of the accounting principles, the reasonableness of
significant judgments, and the clarity of disclosures in the financial
statements.
The Audit Committee reviewed with Ernst & Young LLP, Rogers independent
auditors, who are responsible for expressing an opinion on the conformity
of those audited financial statements with generally accepted accounting
principles, their judgments as to the quality, not just the acceptability,
of Rogers accounting principles and such other matters as are required to
be discussed with the Audit Committee under generally accepted auditing
standards. In addition, the Audit Committee has discussed with the
independent auditors the auditors' independence from management and Rogers
including the matters in the written disclosures required by the
Independence Standards Board and considered the compatibility of non-audit
services with the auditors' independence.
The Audit Committee discussed with the Rogers internal and independent
auditors the overall scope and plans for their respective audits. The Audit
Committee meets with the internal and independent auditors, with and
without management present, to discuss the results of their examinations,
their evaluations of Rogers internal controls, and the overall quality of
Rogers financial reporting. The Audit Committee held two formal meetings
during fiscal year 2000. Additionally, the Chairperson of the Audit
Committee participated telephonically in quarterly closing conferences with
the independent auditors and management during which financial results and
related issues were reviewed and discussed prior to the release of
quarterly results to the public.
In reliance on the reviews and discussions referred to above, the Audit
Committee recommended to the Board of Directors and the Board has approved
that the audited financial statements be included in the Annual Report on
Form 10-K for the year ended December 31, 2000 for filing with the
Securities and Exchange Commission. The Audit Committee has recommended and
the Board of Directors has approved the selection of Ernst & Young LLP as
Rogers independent auditors for fiscal year 2001.
Audit Committee: Leonard M. Baker, Chairperson
Edward L. Diefenthal, Member
Robert G. Paul, Member
Executive Compensation
The tables, graph and narrative on pages 8 through 17 of this proxy
statement set forth certain compensation information about Rogers Chief
Executive Officer and its other four most highly compensated executive
officers as of the last completed fiscal year.
SUMMARY COMPENSATION TABLE (1)
Long-Term
Compensation
Annual Compensation Awards
------------------------------- ------------
Other Stock All
Annual Options Other
Name and Principal Compen- (Number of Compen-
Position Year Salary Bonus(2) sation(3) Shares) sation(4)
- ----------------------------------------------------------------------------------------------
Walter E. Boomer 2000 $400,198 $442,462 $874 50,000 $30,547
President and Chief 1999 376,760 419,943 935 60,000 25,413
Executive Officer 1998 362,500 518 50,000 17,507
Robert D. Wachob 2000 239,078 215,801 543 50,500 10,742
Executive Vice President 1999 220,190 183,231 577 14,200 6,000
1998 216,951 38,655 313 21,800 9,347
Frank H. Roland (5) 2000 190,828 126,350 101 5,000 18,545
Vice President, 1999 181,746 121,055 52 10,000 16,151
Finance and CFO 1998 50,483 321 20,000
Bruce G. Kosa 2000 154,272 104,090 159 23,300 11,122
Vice President, Technology 1999 145,852 96,836 3,000 8,118
1998 144,930 7,527 4,500 6,265
Robert M. Soffer 2000 143,468 92,142 24,500 10,237
Vice President and 1999 133,660 79,948 4,000 7,775
Treasurer 1998 132,964 6,167 5,000 4,000
<FN>
<F1> Where necessary, amounts have been adjusted to reflect the May 2000
2-for-1 stock split.
<F2> For 2000 and 1999, amounts include bonuses earned pursuant to Rogers
Annual Incentive Compensation Plan (the "Annual Incentive Plan") and
the Long-Term Enhancement Plan for Senior Executives of Rogers
Corporation (the "Enhancement Plan"). A portion of the bonuses earned
by Mr. Boomer pursuant to the Annual Incentive Plan were deferred by
him and ultimately will be paid to him in shares of Rogers capital
stock. The value of such deferrals, at the time of deferral, was
$35,600 for 2000 and $191,269 for 1999. Such amounts are included
above. For 1998, Mr. Wachob earned a bonus pursuant to the Annual
Incentive Plan and the Enhancement Plan. Each other named executive
who received a bonus in 1998 earned that bonus pursuant to the
Enhancement Plan. The Enhancement Plan was adopted in 1997 to
indirectly supplement the retirement benefit provided to senior
management. Enhancement Plan payments are made in shares of Rogers
capital stock. In general, the bonus under the Enhancement Plan is
equal to 10% of the bonus earned under the Annual Incentive Plan
except as increased by an "earnings credit" for bonuses earned before
1996. Payments in capital stock are based on an average closing price
of the capital stock. In addition, certain individuals received, over
time, retroactive payments for bonuses earned for 1993, 1994 and
1995. The next paragraph describes the specific amounts earned under
the Enhancement Plan by each of the Named Executive Officers.
The amounts paid in 2001 under the Enhancement Plan with respect to
bonuses earned for 2000 under the Annual Incentive Plan are as
follows (for each individual, the number of shares is followed by the
dollar amount used to calculate the number of shares): Mr. Boomer -
1,034shares/$40,550; Mr. Wachob - 466 shares/$18,274; Mr. Roland -
296 shares/$11,577; Mr. Kosa - 224 shares/$8,754 and Mr. Soffer - 199
shares/$7,799. The amounts paid in July of 2000 under the Enhancement
Plan with respect to retroactive payments for the 1995 bonuses are as
follows (for each individual, the number of shares is followed by the
dollar amount used to calculate the number of shares): Mr. Wachob -
426 shares/$15,484; Mr. Kosa - 222 shares/$8,053 and Mr. Soffer - 183
shares/$6,626. The amounts paid in February of 2000 under the
Enhancement Plan with respect to bonuses earned for 1999 under the
Annual Incentive Plan are as follows (for each individual, the number
of shares is followed by the dollar amount used to calculate the
number of shares): Mr. Boomer - 1,906 shares/$38,254; Mr. Wachob -
762 shares/$15,271; Mr. Roland - 550 shares/$11,026; Mr. Kosa - 412
shares/$8,258 and Mr. Soffer - 338 shares/$6,757. The bonus earned by
Mr. Wachob for 1998 pursuant to the Annual Incentive Plan is included
in his bonus line item for 1998, but the related Enhancement Plan
payment is included in his 1999 bonus line since the Enhancement Plan
award was made after the 1999 proxy statement was published. The
related number of shares and dollar amount are: 170 and $2,417. The
amounts paid in July of 1999 under the Enhancement Plan with respect
to retroactive payments for the 1994 bonuses are as follows (for each
individual, the number of shares is followed by the dollar amount
used to calculate the number of shares): Mr. Wachob - 858
shares/$12,679; Mr. Kosa - 406 shares/$5,978 and Mr. Soffer - 378
shares/$5,575. The amounts paid in July of 1998 under the Enhancement
Plan with respect to retroactive payments for the 1993 bonuses are as
follows (for each individual, the number of shares is followed by the
dollar amount used to calculate the number of shares): Mr. Wachob -
916 shares/$14,961; Mr. Kosa - 476 shares/$7,766 and Mr. Soffer - 390
shares/$6,354. The valuations in the table are, however, based upon
the closing price of the capital stock on February 20, 2001 ($35.75)
in the case of payments made for 2000, on July 7, 2000 ($38.50) in
the case of retroactive payments made for 1995, on February 2, 2000
($19.625) in the case of payments made for 1999, on July 6, 1999
($15.1875) in the case of retroactive payments made for 1994, on
April 26, 1999 ($14.9375) in the case of the payment made for 1998
and on July 6, 1998 ($15.8125) in the case of retroactive payments
made for 1993. If an employee disposes of any shares of capital stock
received under the Enhancement Plan, then the employee may not be
entitled to any future awards under the Enhancement Plan.
<F3> Excludes perquisites and other personal benefits because the
aggregate amount of such compensation is the lesser of either $50,000
or 10% of the total of annual salary and bonus reported for the
individual. All amounts shown reflect the reimbursement of taxes on
non-qualified defined benefit pension plan accruals.
<F4> Amounts shown for 2000 include: (i) Rogers matching contributions to
the Rogers Employee Savings and Investment Plan, a 401(k) plan -
Messrs. Boomer, Wachob, Roland, Kosa and Soffer each received $4,250,
(ii) matching contributions under Rogers non-qualified deferred
compensation plan for Messrs. Boomer, Wachob, Roland, Kosa and Soffer
of $16,611; $6,492; $4,000; $2,367 and $1,708, respectively, (iii)
Rogers payment of life insurance premiums for Messrs. Boomer, Roland,
Kosa and Soffer of $9,686; $6,406; $4,305 and $4,279, respectively,
(iv) a patent award for Mr. Kosa of $200 and (v) relocation expenses
for Mr. Roland of $3,889. Amounts for 1999 and 1998 include similar
matching contributions by Rogers for deferrals made under the 401(k)
plan and the non-qualified deferral plan. For Messrs. Boomer and
Roland, the 1999 amounts shown also include $5,850 and $5,000,
respectively, for relocation expenses. For Mr. Boomer, the 1998
amount shown also includes $5,811 for relocation expenses.
<F5> Mr. Roland joined Rogers on September 21, 1998.
</FN>
OPTION GRANTS IN LAST FISCAL YEAR
Individual Grants (1) Potential Realizable
----------------------------------------------------- Value at Assumed
% of Total Annual Rates of Stock
Number of Options Exercise Price Appreciation
Securities Granted to Price For Option Terms (4)
Underlying Employees Per Expiration ------------------------
Name Options (2) in Fiscal Yr. Share (3) Date 5% 10%
- ---------------------------------------------------------------------------------------------------
Walter E. Boomer 50,000 12.5% $34.25 10/18/10 $1,076,982 $2,729,284
Robert D. Wachob 6,000 1.5% 18.33 1/6/05 30,385 67,144
14,000 3.5% 20.02 1/20/05 77,436 171,114
28,000 7.0% 34.69 9/5/05 268,358 593,001
2,500 0.6% 34.25 10/18/10 53,849 136,464
Frank H. Roland 3,334 0.8% 34.25 10/18/10 71,813 181,989
1,666 0.4% 34.25 10/18/10 35,885 90,940
Bruce G. Kosa 1,280 0.3% 18.33 1/6/05 6,482 14,324
720 0.2% 18.33 1/6/05 3,646 8,057
582 0.1% 33.74 5/2/05 5,425 11,988
9,418 2.4% 33.74 5/2/05 87,792 193,998
1,800 0.5% 32.47 5/22/05 16,148 35,682
7,000 1.8% 34.97 9/1/05 67,631 149,447
2,500 0.6% 34.25 10/18/10 53,849 136,464
Robert M. Soffer 669 0.2% 38.22 7/21/05 7,064 15,610
331 0.1% 38.22 7/21/05 3,495 7,723
500 0.1% 35.00 8/1/05 4,835 10,684
500 0.1% 35.00 8/1/05 4,835 10,684
5,000 1.3% 35.56 8/2/05 49,123 108,549
5,800 1.5% 35.56 8/8/05 56,983 125,916
2,000 0.5% 34.69 9/5/05 19,168 42,357
3,200 0.8% 35.78 9/6/05 31,633 69,901
4,000 1.0% 35.78 10/19/05 39,541 87,376
2,500 0.6% 34.25 10/18/10 53,849 136,464
<FN>
<F1> Where necessary, amounts have been adjusted to reflect the May 2000
2-for-1 stock split.
<F2> Mr. Boomer's stock option grant becomes exercisable in one-third
increments on the second, third, and fourth anniversary dates of the
grant. One half of each of Mr. Wachob's stock option grants for 6,000
shares, 14,000 shares and 28,000 shares became exercisable one month
after the respective grant dates and the other halves became
exercisable on 1/2/01. Mr. Wachob's stock option grant for 2,500
shares becomes exercisable as follows: 291 shares on the second
anniversary of the grant date; 1,375 shares on the third anniversary
of the grant date; and 834 shares on the fourth anniversary of the
grant date. Mr. Roland's stock option grant for 3,334 shares becomes
exercisable in one-half increments on the third anniversary of the
grant date and the fourth anniversary of the grant date. Mr. Roland's
stock option grant for 1,666 shares becomes exercisable on the second
anniversary of the grant date. One half of each of Mr. Kosa's stock
option grants for 1,280 shares and 720 shares became exercisable one
month after the respective grant dates and the other halves became
exercisable on 1/2/01. Mr. Kosa's stock option grant for 582 shares
became exercisable on 1/2/01, while 5,000 shares of his stock option
grant for 9,418 shares became exercisable on 6/2/00 and the remainder
on 1/2/01. One half of each of Mr. Kosa's stock option grants for
1,800 shares and 7,000 shares became exercisable one month after the
respective grant dates and the other halves became exercisable on
1/2/01. Mr. Kosa's stock option grant for 2,500 shares becomes
exercisable in one-third increments on the second, third, and fourth
anniversary dates of the grant. Mr. Soffer's stock option grant for
669 shares became exercisable as follows: 169 shares one month after
the grant date and 500 shares on 1/2/01. Mr. Soffer's stock option
grant for 331 shares became exercisable one month after the grant
date. Mr. Soffer's stock option grant for 500 shares became
exercisable on 1/2/01 while his second stock option grant for 500
shares became exercisable one month after the grant date. One half of
each of Mr. Soffer's stock option grants for 5,000 shares, 5,800
shares, 2,000 shares, 3,200 shares and 4,000 shares became
exercisable one month after the respective grant dates and the other
halves became exercisable on 1/2/01. Mr. Soffer's stock option grant
for 2,500 shares becomes exercisable in one-third increments on the
second, third, and fourth anniversary dates of the grant. Stock
option grants made on the same day for the same individual were
essentially one grant, but are shown separately since a portion of
the total amount was an incentive stock option and a portion was a
non-qualified stock option. If combined, the related vesting
schedules would, in general, follow Rogers more traditional patterns.
Messrs. Wachob, Kosa and Soffer received some of their stock option
grants pursuant to the Rogers stock option reload program and under
certain circumstances Messrs. Kosa and Soffer may each receive
additional stock option reload grants in 2001. The exercise schedules
may change in the event of death, retirement or a change in control
of Rogers, in which case the stock options become immediately
exercisable in full. All stock options may expire earlier than the
date listed due to termination of employment, death, or retirement.
<F3> The exercise price of all of these stock options was based on the
fair market value of a share of Rogers capital stock as of the grant
date.
<F4> Potential realizable value is based on an assumption that the Rogers
stock price appreciates at the annual rate shown (compounded
annually) from the date of grant until the end of the stock option
term. THE HYPOTHETICAL FUTURE VALUES REFLECTED IN THIS TABLE
REPRESENT ASSUMED RATES OF APPRECIATION ONLY. THESE RATES ARE SET BY
THE RULES OF THE SECURITIES AND EXCHANGE COMMISSION. ACTUAL GAINS, IF
ANY, ON STOCK OPTION EXERCISES AND STOCK HOLDINGS ARE DEPENDENT ON
MANY FACTORS, INCLUDING BUT NOT LIMITED TO, THE FUTURE PERFORMANCE OF
ROGERS STOCK AND OVERALL STOCK MARKET CONDITIONS. THERE CAN BE NO
ASSURANCE THAT THE AMOUNTS REFLECTED IN THIS TABLE WILL BE ACHIEVED.
</FN>
AGGREGATED OPTION EXERCISES IN THE LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES (1)
Value of Unexercised
Number of Number of In-The-Money
Shares Unexercised Options Options at
Acquired at Fiscal Year-End Fiscal Year-End (3)
Upon Value ---------------------------- ----------------------------
Name Exercise Realized (2) Exercisable Unexercisable Exercisable Unexercisable
- ------------------------------------------------------------------------------------------------------------
Walter E. Boomer $ 83,332 176,668 $2,063,043 $3,437,507
Robert D. Wachob 48,000 1,162,418 143,300 52,200 3,587,752 958,104
Frank H. Roland 6,666 28,334 193,731 644,707
Bruce G. Kosa 26,600 715,563 48,100 18,900 1,129,438 248,309
Robert M. Soffer 30,120 881,279 51,546 18,834 1,271,230 203,603
<FN>
<F1> Where necessary, amounts have been adjusted to reflect the May 2000
2-for-1 stock split.
<F2> Defined as the difference between the fair market value of the
capital stock and the exercise price of the stock option at time of
exercise.
<F3> Defined as the difference between the closing price of the capital
stock at fiscal year-end and the exercise price of the option. An
option is "in-the-money" if the fair market value of the underlying
stock exceeds the exercise price of the option at the measurement
date.
</FN>
RETIREMENT PLANS
The Pension Plan Table below reflects estimated annual benefits payable at
age 65, the normal retirement age at various compensation levels and years
of service pursuant to Rogers non-contributory defined benefit pension
plans for domestic salaried employees.
Annual Pension Benefits (1) (2)
Years of Service
Final Average ------------------------------------------------------------------------------------------
Earnings (3) 5 years 10 years 15 years 20 years 25 years 30 years 35 years 40 years
- ----------------------------------------------------------------------------------------------------------
$125,000 $ 9,920 $19,840 $ 29,770 $ 39,690 $ 49,610 $ 59,530 $ 62,510 $ 65,490
150,000 12,210 24,430 36,640 48,860 61,070 73,280 76,950 80,610
175,000 14,510 29,010 43,520 58,020 72,530 87,030 91,390 95,740
200,000 16,800 33,590 50,390 67,190 83,990 100,780 105,820 110,860
225,000 19,090 38,180 57,270 76,360 95,450 114,530 120,260 125,990
250,000 21,380 42,760 64,140 85,520 106,900 128,280 134,700 141,110
275,000 23,670 47,340 71,020 94,690 118,360 142,030 149,140 156,240
300,000 25,960 51,930 77,890 103,860 129,820 155,780 163,570 171,360
325,000 28,260 56,510 84,770 113,020 141,280 169,530 178,010 186,490
350,000 30,550 61,090 91,640 122,190 152,740 183,280 192,450 201,610
375,000 32,840 65,680 98,520 131,360 164,200 197,030 206,890 216,740
400,000 35,130 70,260 105,390 140,520 175,650 210,780 221,320 231,860
425,000 37,420 74,840 112,270 149,690 187,110 224,530 235,760 246,990
<FN>
<F1> Benefits are calculated on a straight life annuity basis and such
amounts are reduced by offsets for estimated applicable Social
Security benefits.
<F2> Federal law limits the amount of benefits payable under tax qualified
plans, such as the Rogers Corporation Defined Benefit Pension Plan.
Rogers has adopted a non-qualified retirement plan for the payment of
amounts to all plan participants who may be affected by such
limitations. In general, the total pension benefit due an individual
will be actuarially equivalent to the amount calculated under Rogers
qualified pension plan as if such federal benefit limitations did not
exist. Accordingly, the benefits shown have not been reduced by such
limitations.
<F3> Final average earnings is the average of the highest consecutive five
of the last ten years' annual earnings as of June 1 of each year.
Covered compensation includes only salary. The five-year average
earnings for such individuals, other than Messrs. Boomer and Roland,
and their estimated years of credited service are: Mr. Wachob,
$209,227 and 18 years; Mr. Kosa, $138,549 and 38 years and Mr.
Soffer, $128,263 and 22 years. In the case of Mr. Boomer, earnings
for calculating his pension would currently be based on a salary of
$367,634 and four years of service, and in the case of Mr. Roland,
earnings for calculating his pension would currently be based on a
salary of $188,357 and three years of service.
</FN>
COMPENSATION AND ORGANIZATION COMMITTEE REPORT
This report is submitted by the Compensation and Organization Committee of
the Rogers Corporation Board of Directors (the "Committee"). This Committee
report describes the components of Rogers executive officer compensation
programs for 2000 and the basis on which compensation determinations were
made with respect to the executive officers of Rogers.
Compensation and Organization Committee Interlocks and Insider
Participation
Rogers executive compensation program is administered by the Compensation
and Organization Committee of the Board of Directors, composed of three
independent non-employee Directors who have no "interlocking" relationships
as defined by the Securities and Exchange Commission. The Committee members
are: Leonard R. Jaskol (Chairperson of the Committee), Edward L.
Diefenthal, and Robert G. Paul.
Philosophy
The executive compensation philosophy is to align such compensation with
the long-term success of Rogers and increases in stockholder value, and to
attract, retain, and reward executive officers whose contributions are
critical to the long-term success of Rogers. The guiding principles for
compensation decisions are to:
* Provide a competitive total annual cash compensation package that
targets the 50th percentile of a broad spectrum of manufacturing
companies from a wide range of industries to enable Rogers to attract
and retain executives. Key elements of the executive compensation
program are base salary and the possibility of a bonus under the
Annual Incentive Compensation Plan.
* Integrate compensation with the achievement of annual objectives and
long-term goals.
* Reward officers for above average corporate performance, and
individual initiative and achievement.
* Create long-term incentives that are consistent with the interests of
stockholders, primarily through stock option grants.
Base Salaries
The Committee reviews salaries for positions with similar responsibilities
in the marketplace from a broad spectrum of manufacturing companies in a
wide range of industries through published national executive compensation
survey data.
Salary adjustments are determined by considering merit increases generally
being offered in the aforementioned marketplace, achievement of annual
financial and other objectives by Rogers and the business units or
functions for which the executive officer is responsible, the overall
performance of the executive officer, and any changes in the executive
officer's responsibilities. None of these factors are assigned a specific
weighted value. The Committee allows the factors to change to adapt to
various individual, business, economic, and marketplace conditions as they
arise. The Committee is responsible for approving recommendations for
salary increases made by the President for the executive officers that
report to him.
Annual Bonuses
The Annual Incentive Compensation Plan has target bonuses of 50% of base
salary for the President, and between 20% and 40% for the other executive
officers, including the other Named Executive Officers. Subject to an
overall corporate percentage of pre-tax profit limitation, actual bonuses
may vary from 0% to 200% of the target bonuses depending on performance
relative to plan. These amounts are determined by the performance of Rogers
(Net Income Per Share) and each division (Division Profit) versus the
annual objectives. In general, the broader the responsibility of the
executive, the larger the portion of his or her award which is based upon
corporate, rather than divisional results; the corporate portion is 100%
for the Named Executive Officers. For fiscal 2000, corporate performance
exceeded targeted levels and, as a result, all of the Named Executive
Officers received bonuses.
In 1997, Rogers conducted a number of studies and concluded that its
retirement benefit for senior executives was not competitive. Therefore,
the Long-Term Enhancement Plan for Senior Executives of Rogers Corporation
was established to supplement the retirement benefits of such individuals.
Enhancement payments are made in capital stock of Rogers and are equal to
10% of the bonuses described in the preceding paragraph.
Stock Options
Each year, the Committee considers awards of stock options to key
personnel. Stock options are Rogers primary long-term incentive vehicle.
Until recently, all senior management personnel, including executive
officers, have been granted stock options annually. Other selected
personnel are granted options from time to time. The number of options
awarded to an executive officer is based on the individual's level in the
organization, the same performance criteria used to determine salary
adjustments, the number of shares granted in prior years and the total
number of shares available for grants. The Committee does not assign
specific weights to these criteria. In recent years, executive officers
with more than five years of service with Rogers received very few regular
stock option grants. This was not due to the performance of such
individuals, but instead has been strictly due to an overall limitation
imposed by the Committee on the number of stock options that should be
outstanding at any one time. Such individuals could, however, participate
in a stock option reload program if the individual owned a certain amount
of Rogers capital stock. Options generally have an exercise price equal to
at least the fair market value of the Rogers capital stock as of the date
of grant. Regular options generally have a ten-year life and generally vest
in one-third increments on the second, third and fourth anniversary dates
of the grant, while grants made pursuant to the reload program vest and
expire over shorter periods of time. Termination of employment because of
retirement, or for other reasons, may shorten the vesting schedule and
expiration date.
In fiscal 2000, stock options for a total of 399,130 shares were granted to
employees, of which 153,300 shares were granted to the Named Executive
Officers and 27,000 shares were granted to all other executive officers.
Stock Ownership
In 1998, Rogers established stock ownership guidelines for senior
executives. Such guidelines state that senior executives are expected to
own one times their annual salary in Rogers stock after approximately six
years in a senior executive position, and two times their annual salary in
Rogers stock by the tenth year. To encourage stock ownership, Rogers
previously adopted the aforementioned stock compensation programs and in
1999 the board of directors approved a new non-qualified deferred
compensation plan. This program allows participants to defer compensation
and, ultimately, receive Rogers stock instead of cash.
Chief Executive Officer Compensation
In January of 2000, the Committee approved a salary increase of $22,493
(5.9%) for Mr. Boomer. National survey data from a broad spectrum of
manufacturing companies from a wide range of industries was considered, but
the decision was weighted heavily by his previous salary level and his
continued contributions to Rogers success. He also received a stock option
for 50,000 shares of Rogers capital stock exercisable at $34.25 per share,
the fair market value of such stock as of the grant date. This grant was
based on the aforementioned stock option criteria. Mr. Boomer is a
participant in Rogers Annual Incentive Compensation Plan and for 2000
received a bonus equal to 101.3% of his annualized base salary pursuant to
this plan.
Compliance with Internal Revenue Code Section 162(m)
Section 162(m) of the Internal Revenue Code generally limits the corporate
deduction for compensation paid to executive officers named in the proxy
statement and who are employed on the last day of Rogers taxable year to $1
million, unless certain requirements are met. The Committee has considered
the impact of this tax code provision and has determined that there is
little likelihood that Rogers would pay any amounts in 2001 that would
result in the loss of a Federal tax deduction under Section 162(m).
Accordingly, the Committee has not recommended that any special actions be
taken or any plans changed at this time.
Compensation and Organization Committee: Leonard R. Jaskol, Chairperson
Edward L. Diefenthal, Member
Robert G. Paul, Member
PERFORMANCE GRAPH
The following graph compares the cumulative total return on Rogers capital
stock over the past five fiscal years with the cumulative total return on
the Standard & Poor's Industrials Index (S&P Industrials) and the J P
Morgan H&Q Technology Stock Index (J P Morgan H&Q Technology), formerly
called the Chase H&Q Total Return Technology Index. Cumulative total return
is measured assuming an initial investment of $100 on December 31, 1995 and
the reinvestment of dividends as of the end of Rogers fiscal years.
Comparison of Five-Year Cumulative Total Return
Fiscal Year Ends 12/31/95 12/29/96 12/28/97 1/3/99 1/2/00 12/31/00
- -------------------------------------------------------------------------------------------
ROGERS CORPORATION $100 $124 $173 $137 $176 $378
S&P INDUSTRIALS 100 126 156 215 271 227
J P MORGAN H&Q TECHNOLOGY 100 126 139 227 506 327
Termination of Employment and Change of Control Arrangements
Rogers severance policy for regular, full-time salaried employees provides,
in general, for continuation of salary payments, health insurance and
certain other benefits for employees whose employment has been
involuntarily terminated. The number of weeks of salary and benefits
continuance is based on length of service. The policy may be amended,
modified or terminated at any time by Rogers, except in the case of the
executive officers of Rogers as of November 1991. Such officers may elect
the benefits of either the policy in effect in November 1991, or the
severance policy, if any, which may be in existence at the time each such
individual's employment terminates. The right of executive officers to make
such an election may be cancelled by Rogers on three years notice. Messrs.
Wachob and Soffer each would be entitled to 78 weeks of salary and benefit
continuance upon termination of employment covered by the policy in effect
in November 1991. In the case of Mr. Boomer, if employment is terminated by
Rogers, other than for cause, severance pay will equal one year of annual
base salary including all employee benefits.
The board of directors determined that it would be in the best interests of
Rogers to ensure that the possibility of a change in control of Rogers
would not interfere with the continuing dedication of Rogers executive
officers to their duties to Rogers and its stockholders. Toward that
purpose, Rogers has agreements with all current elected officers of Rogers,
including the Named Executive Officers, which provide certain severance
benefits to them in the event of a termination of their employment during a
36 month period following a change in control, as defined in the
agreements. The initial term of each agreement is three years and the term
is automatically extended for additional one-year periods each anniversary
date of the agreements, unless either party objects to such extension. If
within a 36 month period following a change in control, an executive's
employment is terminated by Rogers without cause, as defined in the
agreements, or if such executive resigns in certain specified
circumstances, then, provided the executive enters into a two-year non-
competition agreement with Rogers, the executive is generally entitled to
the following severance benefits: (i) twice his annual base salary plus
bonus; (ii) two years of additional pension benefits; and (iii) the
continuation of health and life insurance plans and certain other benefits
for up to two years. The agreements provide that severance and other
benefits be reduced to an amount so that such benefits would not constitute
so-called "excess parachute payments" under applicable provisions of the
Internal Revenue Code of 1986.
PROPOSAL 2: APPROVAL OF THE ROGERS CORPORATION GLOBAL STOCK
OWNERSHIP PLAN FOR EMPLOYEES
On February 15, 2001, the Board of Directors adopted the Rogers Corporation
Global Stock Ownership Plan For Employees (the "Plan"). If stockholders
approve, the Plan will authorize the issuance and the purchase by employees
of up to 500,000 shares of Rogers capital stock through payroll deductions.
Under the Plan, eligible employees of Rogers and its designated
subsidiaries throughout the world may authorize payroll deductions which
will be used to enable the employees to exercise options (each an "Option")
to purchase shares of capital stock of Rogers. The principal purposes of
the Plan are to attract and retain key personnel and to encourage the
employees of Rogers and its designated subsidiaries to become owners of
Rogers stock. The Plan is an employee stock purchase plan under Section 423
of the Internal Revenue Code of 1986, as amended, and the regulations
thereunder (the "Code").
The full text of the Plan is set forth in Appendix B to this proxy
statement. The following description of the Plan is qualified in its
entirety by reference to its full text.
Eligibility
Generally, all employees of Rogers Corporation and certain of its
subsidiaries that are designated by the Compensation and Organization
Committee of the Board of Directors are eligible to participate in the
Plan, unless after the grant of an Option any such employee would be
treated as owning 5% or more of the voting power or value of the stock of
Rogers or any subsidiary. Rogers also may impose other eligibility
requirements consistent with Section 423(b) of the Code. We refer to
employees of Rogers and of its designated subsidiaries who are eligible to
participate as "Eligible Employees".
In certain international locations, local tax or exchange control
regulations may make certain features of the Plan impracticable. Due to
these factors, the Plan authorizes the grant of Options and issuance of
capital stock to employees of non-U.S. designated subsidiaries through the
implementation of special rules or procedures or through participation in
sub-plans, which are not designed to qualify under Section 423 of the Code,
in order to achieve desired tax or other objectives in locations outside
the United States. The number of worldwide employees currently employed by
Rogers and all of its subsidiaries and who are therefore potentially
eligible to participate in the Plan is approximately 1,425 persons.
Participation
An Eligible Employee may elect to become a participant (a "Participant") in
the Plan by delivering to Rogers, at least 10 days prior to the beginning
of any offering period, a form authorizing Rogers to make payroll
deductions to be used to purchase shares of capital stock through the
exercise of the Options at the end of that offering period. An employee may
authorize Rogers to deduct under the Plan an amount not less than $10 nor
more than $480 for each week of the Participant's applicable pay period.
Administration
The Plan will be administered by an Administrator who will be appointed by
the Compensation and Organization Committee. The Administrator may
establish rules for the administration of the Plan, interpret the Plan and
supervise its administration, make determinations about Plan entitlements,
implement special rules and procedures for non-U.S. designated subsidiaries
and take other actions consistent with the delegation of authority in the
Plan and from the Compensation and Organization Committee. The
Administrator currently is a committee of three Rogers senior managers.
Terms of Options
Consecutive non-overlapping six-month offering periods will begin as soon
as administratively feasible after approval of the Plan by stockholders.
The Administrator may change the length of the offering periods but the
offering period may not exceed 27 months. Each Participant will be granted
an Option on the first day of the offering period, and the Option will be
exercised if the Eligible Employee continues to be a Participant on the
last day of the offering period. For each offering period, the number of
shares of capital stock covered by an Option is that number of shares
having a fair market value of no more than $12,500.00 on the first day of
the offering period (assuming a 6-month offering period). The number of
shares subject to an Option depends on the grant date fair market value and
the length of the offering period. Subject to change by the Compensation
and Organization Committee, the exercise price of an Option is 85% of the
fair market value of the capital stock: (i) on the grant date or (ii) at
the time at which the Option is deemed exercised, whichever is less. The
closing price of a share of Rogers capital stock on March 12, 2001, was
$34.95.
The Options are nontransferable, except in the case of death of the
Participant. If a Participant ceases to be employed by Rogers or a
designated subsidiary for any reason, his or her Option will be canceled
and any of his or her payroll deductions for the current offering period
will be refunded. A Participant may elect to discontinue participation at
any time prior to the end of an offering period and his or her payroll
deductions for the offering period will be refunded.
Shares Subject to the Plan
Upon stockholder approval, 500,000 shares of Rogers capital stock will be
reserved for issuance under the Plan, subject to adjustment for stock
splits and similar events. Rogers will use the proceeds from Option
exercises under the Plan for general corporate purposes. Shares issued
under the Plan may be authorized but unissued shares or shares that have
been reacquired by Rogers and held in its treasury.
Transferability of Shares
The shares of capital stock acquired under the Plan may not be disposed of
by the Participant for three months following the date they are acquired,
except in the event of the death of the Participant. The Administrator may
change this holding period prospectively so long as it is not less than one
nor more than 12 months in length. The Compensation and Organization
Committee has the authority to adjust further or to eliminate the holding
period altogether.
Amendment and Termination
The Plan shall remain in full force and effect until suspended,
discontinued or terminated by the Board of Directors. The Compensation and
Organization Committee may at any time amend or revise the Plan for any
purpose which may be permitted by law, provided that no amendment that is
not adopted by the Board of Directors and approved by the stockholders
shall be effective if it would cause the Plan to lose its status as an
employee stock purchase plan under Section 423 of the Code. No amendment of
the Plan may adversely affect the rights of any Participant with respect to
any Option previously granted to that Participant without that
Participant's consent.
Effective Date of the Plan
The Plan will become effective on April 26, 2001, if approved by the
stockholders at the Annual Meeting.
United States Income Tax Considerations
United States Federal income tax is not imposed upon a Participant in the
year an Option is granted or the year the shares are purchased pursuant to
the exercise of the Option granted under the Plan. U.S. Federal income tax
generally is imposed upon a Participant when he or she sells or otherwise
disposes of the shares acquired pursuant to the Plan. If a Participant
sells or disposes of the shares more than two years from the grant date and
more than one year from the exercise date, then U.S. Federal income tax
assessed at ordinary income rates will be imposed upon the amount, if any,
by which the fair market value of the shares on the date of the option
grant or the date of disposition, whichever is less, exceeds the amount
paid for the shares. In addition, the difference between the amount
received by the Participant at the time of sale and the Participant's tax
basis in the shares (the amount paid on exercise of the Option plus any
amount recognized as ordinary income) will be recognized as a capital gain
or loss. Rogers will not be entitled to a deduction under these
circumstances for U.S. Federal income tax purposes. If the Participant
sells or disposes of the shares sooner than either two years from the grant
date or one year from the exercise date, then the excess, if any, of the
fair market value on the last day of the offering period over the amount
paid for the shares will be taxed as ordinary income, and Rogers will be
entitled to a deduction equal to that amount. In addition, the difference
between the amount realized on the disposition and the Participant's tax
basis in the shares (the amount paid on exercise of the Option plus the
ordinary income, if any, recognized as a result of the disposition) should
be reported as a capital gain or loss.
Recommendation
The Board of Directors believes that adoption of the Plan and the
reservation of shares thereunder is important to allow Rogers and its
designated subsidiaries to attract and retain employees throughout the
world and to continue to offer them the opportunity to participate in the
ownership and growth of Rogers. For these reasons, the Board of Directors
believes the Plan serves the best interests of Rogers and its stockholders
and recommends a vote FOR the approval of the Plan.
It is the intention of the persons named as proxies to vote the shares to
which the proxy relates to approve the Plan, unless instructed to the
contrary. The Plan will not take effect unless it is approved by the
affirmative vote of the holders of a majority of the shares of capital
stock voting on the proposal.
Audit Matters
We expect representatives of Ernst & Young LLP, Rogers independent auditors
selected as the independent auditors for the fiscal years ending December
31, 2000, and December 30, 2001, to attend the annual meeting. They will
have an opportunity to make a statement if they wish, and will be available
to respond to appropriate questions.
Audit Fees: Ernst & Young LLP fees for the 2000 annual audit were $183,000.
Financial Information and System Design and Implementation Fees: No Ernst &
Young LLP fees were billed for financial information design and
implementation services rendered during 2000.
All Other Fees: Ernst & Young LLP fees for all other services rendered
during 2000 were $381,000, including audit related services of $250,000 and
non-audit related services of $131,000. Audit related services generally
include fees for pension and statutory audits, business acquisitions,
accounting consultations and internal audit.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires Rogers
executive officers and directors, and persons who own more that 10% of
Rogers capital stock, to file reports of ownership and changes of ownership
on Forms 3, 4 and 5 with the Securities and Exchange Commission and the New
York Stock Exchange. Executive officers, directors and greater than 10%
stockholders are required to furnish Rogers with copies of all Forms 3, 4
and 5 they file.
Based solely on Rogers review of the copies of such Forms it has received
and written representations from certain reporting persons that they were
not required to file Form 5s for specified fiscal years, Rogers believes
that all of its executive officers and directors complied with all Section
16(a) filing requirements applicable to them during Rogers fiscal year
ended December 31, 2000, except as described immediately below. Due to an
error on the part of Rogers, Walter E. Boomer, President and CEO, filed a
Form 5 one month late with respect to 562 phantom stock units that were
credited to his deferral account during 2000. Bruce G. Kosa, Vice
President, Technology, filed a late Form 4 with respect to the sale of
2,000 shares of Rogers capital stock. The report was due on August 10, 2000
but, because of an oversight, was filed a month late. In addition, Mr. Kosa
inadvertently filed a late Form 4 with respect to the sale of 500 shares of
Rogers capital stock. The filing was due on March 10, 2000, but was not
filed until September 6, 2000.
Proposals of Stockholders
Proposals of stockholders intended to be presented at the 2002 Annual
Meeting of Stockholders must be received by Rogers on or before November
22, 2001, for inclusion in Rogers proxy statement and form of proxy.
Proposals of stockholders received after February 5, 2002, will not be
considered timely and may not be presented at the 2002 Annual Meeting of
Stockholders.
Solicitation of Proxies
Rogers will pay the cost of soliciting proxies. In addition to
solicitations by mail, officers and employees of Rogers may solicit proxies
personally and by telephone, facsimile or other means, for which they will
receive no compensation in addition to their normal compensation. Rogers
will also request banks, brokers and other nominees holding shares for a
beneficial owner to forward proxies and proxy soliciting materials to the
beneficial owners of capital stock held of record by such persons. Rogers
will upon request reimburse brokers and other persons for their related
reasonable expenses.
Appendix A
Rogers Corporation
Audit Committee Charter
As originally approved by the Board of Directors on April 18, 2000
I. General Statement of Purpose
The Audit Committee of the Board of Directors (the "Audit Committee")
of Rogers Corporation (the "Company") assists the Board of Directors
(the "Board") in general oversight and monitoring of: (i)
management's and the external independent auditors' participation in
the Company's financial reporting process and (ii) the Company's
procedures for compliance with legal and regulatory requirements. The
primary objective of the Audit Committee in fulfilling these
responsibilities is to promote and preserve the integrity of the
Company's financial statements and the independence and performance
of the Company's external independent auditor. In discharging its
objectives, the Audit Committee is empowered to investigate any
matter brought to its attention with full access to all books,
records, facilities and personnel of the Company and the power to
retain counsel, or other experts for this purpose.
II. Audit Committee Composition
The membership of the Audit Committee shall consist of at least three
members and shall consist solely of outside independent directors.
The term "independent director" will be defined in accordance with
the rules of the New York Stock Exchange. At a minimum, this will
require directors who are independent of management and the Company,
are financially literate, or who will become financially literate
within a reasonable period of time after appointment to the Audit
Committee, and who are free of any relationship that, in the opinion
of the Board of Directors, would interfere with their exercise of
independent judgement as committee members. At least one member shall
have accounting or related financial management expertise. The Board
shall designate one member of the Audit Committee to be Chairperson
of the Audit Committee.
III. Meetings
The Audit Committee will meet as often as may be deemed necessary or
appropriate and at such times and places as it shall determine. The
Audit Committee will record the actions taken at such meetings and
will report to the full Board with respect to its meetings. A
majority of the members of the committee shall constitute a quorum.
In the absence of the Chairperson of the Audit Committee, the members
may appoint any other member to preside.
IV. Responsibilities
In carrying out its responsibilities, the Audit Committee believes
its policies and procedures should remain flexible, in order to best
react to changing conditions and to ensure that the corporate
accounting and reporting practices of the Company are in accordance
with all requirements and are of the highest quality. The Audit
Committee should take the appropriate actions to set the overall
corporate "tone" for quality financial reporting, sound business risk
practices and ethical behavior.
V. Audit Committee Principal Processes
The principal processes of the Audit Committee will generally include
the following which are set forth as a guide with the understanding
that the Audit Committee may supplement them as appropriate:
A. Review of Charter and Proxy Statement Report
The Audit Committee shall review and assess the adequacy of
this Charter annually and submit it to the Board for approval.
Pursuant to the rules of the Securities and Exchange
Commission, the Audit Committee will also prepare a report to
be included in the annual proxy statement.
B. Matters Relating to Selection, Independence and Performance of
Independent Auditor
The Audit Committee shall have a clear understanding with
management and the independent auditors that the independent
auditors are ultimately accountable to the Board and the Audit
Committee, as representatives of the Company's shareholders.
The Audit Committee and the Board shall have the ultimate
authority and responsibility to select, evaluate and, where
appropriate, replace the independent auditors. The Audit
Committee shall discuss with the auditors their independence
from management and the Company and the matters included in the
written disclosures required by the Independence Standards
Board. Annually, the Audit Committee shall review and recommend
to the Board the selection of the Company's independent
auditors.
C. Audited Financial Statements and Related Audits
The Audit Committee shall discuss with the internal auditors
and the independent auditors the overall scope and plans for
their respective audits including the adequacy of staffing and
compensation and the matters required to be discussed pursuant
to Statement on Auditing Standards No. 61. Also, the Audit
Committee shall discuss with management, the internal auditors,
and the independent auditors the adequacy and effectiveness of
the accounting and financial controls, including the Company's
system to monitor and manage major business risks, and legal
and ethical compliance programs. Further, the Audit Committee
shall meet separately with the internal auditors and the
independent auditors, with or without management present, to
discuss the results of their examinations.
The Audit Committee shall review with management and the
independent auditors the financial statements to be included in
the Company's Annual Report on Form 10-K (or the annual report
to shareholders if distributed prior to the filing of Form 10-
K), including their judgement about the quality, not just the
acceptability, of accounting principles, the reasonableness of
significant judgements, and the clarity of the disclosures in
the financial statements. Also, the Audit Committee shall
discuss the results of the annual audit and any other matters
required to be communicated to them by the independent auditors
under generally accepted auditing standards.
D. Interim Financial Statements
If required, the Audit Committee shall review and discuss with
management and the independent auditors the Company's quarterly
financial statements. Such review shall include discussions by
the Chairperson of the Audit Committee or the Audit Committee
with the independent auditors of such issues as may be brought
to the Chairperson's or Audit Committee's attention by the
independent auditors pursuant to generally accepted auditing
standards.
VI. General
The Audit Committee shall perform such other oversight functions as
may be requested by the Board.
Not withstanding the responsibilities and powers of the Audit
Committee set forth in this Charter, the Audit Committee does not
have the responsibility of planning or conducting audits of the
Company's financial statements or determining whether or not the
Company's financial statements are complete, accurate and in
accordance with generally accepted accounting principles. Such
responsibilities are the duty of management and, to the extent of the
independent auditors' audit responsibilities, the independent
auditors. It is also not the duty of the Audit Committee to resolve
disagreements, if any, between management and the independent
auditors or to ensure compliance with laws, regulations or Company
policies.
Appendix B
Rogers Corporation
Global Stock Ownership Plan For Employees
The purpose of the Rogers Corporation Global Stock Ownership Plan For
Employees (the "Plan") is to provide eligible employees of Rogers
Corporation, a Massachusetts corporation (the "Company"), and certain of
its subsidiaries with opportunities to purchase shares of the Company's
capital stock, par value $1.00 per share (the "Common Stock"). A total of
five hundred thousand (500,000) shares of Common Stock in the aggregate
have been reserved for this purpose. The Plan is intended to constitute an
"employee stock purchase plan" within the meaning of Section 423(b) of the
Internal Revenue Code of 1986, as amended (the "Code"), and shall be
interpreted in accordance with that intent.
1. Definitions.
The term "Board" means the Board of Directors of the Company.
The term "Compensation" means the amount of total cash compensation,
prior to salary reduction pursuant to either Section 125 or 401(k) of
the Code, including base pay, overtime, commissions, and incentive or
bonus awards, but excluding allowances and reimbursements for
expenses such as relocation allowances or travel expenses, income or
gains on the exercise of Company stock options, and similar items.
The term "Designated Subsidiary" means any present or future
Subsidiary (as defined below) that has been designated by the
Committee (as defined below) to participate in the Plan. The
Committee may so designate any Subsidiary, or revoke any such
designation, at any time and from time to time, either before or
after the Plan is approved by the stockholders.
The term "Fair Market Value of the Common Stock" on any given date
means the closing price of the Common Stock as reported in The Wall
Street Journal for such date or, in the absence of such price, the
most recent preceding date; in the event that there is no such
reported price, then as determined in good faith by the Administrator
(as defined below).
The term "Parent" means a "parent corporation" with respect to the
Company, as defined in Section 424(e) of the Code.
The term "Subsidiary" means a "subsidiary corporation" with respect
to the Company, as defined in Section 424(f) of the Code.
2. Administration. The Plan will be administered by the person or
persons (the "Administrator") appointed by the Compensation and
Organization Committee of the Board of Directors of the Company or
such successor or other committee selected by the Board (the
"Committee") for such purpose. Except for those powers specifically
reserved herein for the Committee or the Board, the Administrator has
authority to make rules and regulations for the administration of the
Plan, and its interpretations and decisions with regard thereto shall
be final and conclusive. No member of the Board or the Committee or
any individual exercising administrative authority with respect to
the Plan shall be liable for any action or determination made in good
faith with respect to the Plan or any option granted hereunder.
To the extent that the Administrator or the Committee is unable or
unwilling to exercise any right or make any determination hereunder,
such right or such determination shall be exercised by the Committee
for the Administrator or by the Board for the Committee or for the
Administrator.
3. Offerings. The Company will make one or more offerings to eligible
employees to purchase Common Stock under the Plan ("Offerings"). The
initial Offering will begin as soon as administratively feasible
following approval of the Plan by the Company's stockholders. Each
offering period shall begin on the first day of a month and shall be
six months in length. The Administrator may, in its discretion,
designate a different period for any Offering, provided that no
Offering shall exceed twenty-seven months in duration or overlap with
any other Offering.
4. Eligibility. All employees of the Company (including employees who
are also members of the Board) and all employees of each Designated
Subsidiary are eligible to participate in any one or more of the
Offerings under the Plan, provided that they are employed as of the
first day of the applicable Offering (the "Offering Date").
5. Participation. An employee eligible on any Offering Date may
participate in such Offering by submitting an enrollment form to the
appropriate payroll location at least ten (10) business days before
the Offering Date (or by such other deadline as shall be established
by the Administrator for the Offering). The enrollment form will
(a) state the amount of the employee's Compensation to be deducted
per pay period, (b) authorize the purchase of Common Stock for him or
her in each Offering in accordance with the terms of the Plan,
(c) specify the exact name or names in which shares of Common Stock
purchased for him or her are to be issued or held pursuant to
Section 11 and, (d) reflect such obligations of the employee (for
example, information about disposition of shares within two years of
the Offering Date) and such other information as the Administrator
deems necessary from time to time. An employee who does not enroll in
accordance with these procedures will not be permitted to participate
in such Offering. Enrolled employees will continue to participate in
future Offerings and at the same rate of payroll deduction unless
they, (a) file a new enrollment form, (b) withdraw from the Plan, or
(c) otherwise become ineligible to participate.
6. Employee Contributions. Each eligible employee may authorize payroll
deductions to be made each pay period, in increments of five dollars
($5.00), in an amount that may not be less than $500.00 divided by
the number of pay periods in the year for the employee nor more than
$25,000.00 divided by the number of pay periods in the year for the
employee. Book accounts will be maintained that show the amount of
payroll deductions made by each participating employee for each
Offering. No interest will accrue or be paid on payroll deductions.
Contributions to the Plan may only be made through payroll
deductions.
7. Deduction Changes. Except as may be determined by the Administrator
in advance of an Offering, an employee may not increase or decrease
his or her payroll deduction during any Offering, but may increase or
decrease his or her payroll deduction with respect to the next
Offering (subject to the limitations of Section 6) by filing a new
enrollment form at least ten (10) business days before the next
Offering Date (or by such other deadline as shall be established for
the Offering). The Administrator may, in advance of any Offering,
establish rules permitting an employee to increase, decrease or
terminate his or her payroll deduction during an Offering.
8. Withdrawal. An employee may withdraw from participation in the Plan
by delivering a written notice of withdrawal to the appropriate
payroll location. The employee's withdrawal will be effective as of
the first business day following receipt of the written notice by the
Company. Following an employee's withdrawal, the Company will
promptly refund his or her entire cash account balance under the Plan
(after payment for any Common Stock purchased before the effective
date of withdrawal). The employee may not begin participation again
during the remainder of the Offering, but may enroll in a subsequent
Offering in accordance with Section 5 as long as he or she is then
otherwise eligible to participate.
9. Grant of Options. On each Offering Date, the Company will grant to
each eligible employee who is then a participant in the Plan an
option ("Option") to purchase on the last day of such Offering (the
"Exercise Date"), at the Option Price as hereinafter provided, (a) a
number of shares of Common Stock, that number shall not exceed the
number of whole shares which is less than or equal to $25,000.00
multiplied by the number of months in the Offering divided by 12 and
divided by the Fair Market Value of the Common Stock on the Offering
Date, or (b) such other lesser maximum number of shares as shall have
been established by the Administrator in advance of the Offering. The
Committee shall from time to time establish the purchase price for
each share purchased under each Option (the "Option Price"); which
Option Price shall be not less than 85% of the Fair Market Value of
the Common Stock on the Offering Date or the Exercise Date, whichever
is less. At any time that the Committee shall establish an Option
Price (expressed as a percentage of the Fair Market Value of the
Common Stock and subject to the 85% limitation in the immediately
preceding sentence), such Option Price shall become effective only as
to subsequent Offerings and shall remain effective until changed by
the Committee.
Notwithstanding the foregoing, no employee may be granted an option
hereunder if such employee, immediately after the option is granted,
would be treated as owning stock possessing five percent (5%) or more
of the total combined voting power or value of all classes of stock
of the Company or any Parent or Subsidiary. For purposes of the
immediately preceding sentence, the attribution rules of Section
424(d) of the Code shall apply in determining the stock ownership of
an employee in the Company, its Parent, or any Subsidiary, and all
stock which the employee has a contractual right to purchase shall be
treated as stock owned by the employee. In addition, no employee may
be granted an Option which permits his or her rights to purchase
stock under the Plan, and any other employee stock purchase plan of
the Company and its Parent and Subsidiaries, to accrue at a rate
which exceeds $25,000.00 of the fair market value of such stock
(determined on the Offering Date or dates) for each calendar year in
which the Option is outstanding at any time. The purpose of the
limitation in the preceding sentence is to comply with Section
423(b)(8) of the Code.
10. Exercise of Option and Purchase of Shares. Each employee who
continues to be a participant in the Plan on the Exercise Date shall
be deemed to have exercised his or her Option on such date and shall
acquire from the Company such number of whole shares of Common Stock
reserved for the purpose of the Plan as his or her accumulated
payroll deductions on such date will purchase at the Option Price,
but no more than the number determined pursuant to Section 9(a) or
9(b) above, subject to any other limitations contained in the Plan.
Any amount remaining in an employee's account at the end of an
Offering solely by reason of the inability to purchase a fractional
share will be carried forward to the next Offering unless the
Administrator determines that such moneys will be returned to the
employee; any other balance remaining in an employee's account at the
end of an Offering will be refunded to the employee promptly.
11. Issuance of Shares. Subject to the approval of the Administrator,
shares of Common Stock purchased under the Plan may be issued in the
form of certificates or held in a brokerage, or other account (or
accounts), in any case only in the name of the employee, in the name
of the employee and another person of legal age as joint tenants with
rights of survivorship, or in the name of a broker, bank or similar
entity authorized by the employee to be the employee's, or their,
nominee for such purpose.
12. Restriction on Sale of Shares. For three months after the Exercise
Date, or, if sooner, upon the death of the employee (the "Holding
Period"), Common Stock acquired at such Exercise Date shall not be
assigned, transferred, pledged or otherwise disposed of, except by
will or by the laws of descent and distribution. From time to time,
the Administrator may adjust the Holding Period so long as such
Holding Period is not less than one month (except in the case of
death) nor more than twelve months in length, any such adjustment
shall be effective only as to Offerings that begin following the date
of such adjustment. Notwithstanding the foregoing, the Committee may
reduce or eliminate any Holding Period at any time. Following such
Holding Period, Common Stock may be sold or otherwise transferred
without restriction except for restrictions generally imposed by
applicable law.
13. Rights on Termination of Employment. If a participating employee's
employment terminates for any reason before the Exercise Date for any
Offering, no payroll deduction will be taken from any pay due and
owing to the employee after the current payroll period and the
balance in the employee's account will be paid to him or her (or, in
the case of death, to a designated beneficiary, or in the absence
thereof, to his or her estate) as if he or she had withdrawn from the
Plan under Section 8. An employee who is participating in the Plan,
or who is eligible to participate, also will be deemed to have
terminated employment, for purposes of eligibility to participate in
the Plan: (a) if his or her employer ceases to be a Designated
Subsidiary or, (b) if he or she is transferred to a new employer that
is not the Company or a Designated Subsidiary. An employee is not
deemed to have terminated employment if such employee has transferred
between the Company and any Designated Subsidiary, or vice versa.
14. Special Rules. The Administrator may adopt rules or procedures
relating to the operation and administration of the Plan to
accommodate the specific requirements of local laws and procedures
outside of the United States. Without limiting the generality of the
foregoing, the Administrator is specifically authorized to adopt
rules and procedures regarding handling of payroll deductions,
payment of interest (if any), conversion of local currency, payroll
tax, withholding procedures and handling of stock certificates which
vary with local requirements outside of the United States.
The Committee may also adopt sub-plans applicable to particular
Designated Subsidiaries or locations, which sub-plans may be designed
to be outside the scope of Code Section 423. Any such sub-plan shall
apply only to employees who are not located in the United States or
its possessions. The provisions of such sub-plans may take precedence
over other provisions of this Plan, with the exception of the first
paragraph of this Plan, but, unless otherwise superseded by the
specific provisions of such sub-plan, the provisions of this Plan
shall govern the operation of such sub-plan.
15. No Employment Rights; Optionees Not Stockholders. Neither the
establishment or continuation of the Plan (or a sub-plan), nor the
grant of an Option, shall be deemed to give any employee the right to
be retained in the employ of the Company or any Subsidiary, or any
successor to either, or to interfere with, or restrict in any way,
the right of the Company or Subsidiary or any successor to discharge
the employee at any time.
Neither the granting of an Option to an employee nor the deductions
from the employee's pay shall constitute such employee as a holder of
the shares of Common Stock covered by an Option under the Plan (or a
sub-plan) until such shares have been purchased and issued.
16. Rights Not Transferable. Rights under the Plan are not transferable
by a participating employee other than by will or the laws of descent
and distribution, and are exercisable during the employee's lifetime
only by the employee.
17. Application of Funds. Except as otherwise specifically provided
herein, all funds received or held by the Company (or the applicable
Designated Subsidiary) under the Plan may be combined with other
corporate funds and may be used for any corporate purpose.
18. Adjustment in Case of Changes Affecting Common Stock. In the event of
a subdivision of outstanding shares of Common Stock, or the payment
of a dividend in Common Stock, the number of shares approved for the
Plan, and the share limitation set forth in Section 9, shall be
increased proportionately, and such other adjustments shall be made
as may be deemed equitable by the Administrator. In the event of any
other change affecting the Common Stock, such adjustment shall be
made as may be deemed equitable by the Administrator to give proper
effect to such event.
19. Amendment of the Plan. The Committee may at any time, and from time
to time, amend the Plan in any respect, except that no amendment
shall be made increasing the number of shares approved for the Plan
or making any other change that would require stockholder approval in
order for the Plan, as amended, to qualify as an "employee stock
purchase plan" under Section 423(b) of the Code without the approval
of the Board and, within 12 months of such Board action, by the
stockholders.
20. Insufficient Shares. If the total number of shares of Common Stock
that would otherwise be purchased on any Exercise Date plus the
number of shares purchased under previous Offerings under the Plan
exceeds the maximum number of shares issuable under the Plan, the
shares then available shall be apportioned among participants in
proportion to the amount of payroll deductions accumulated on behalf
of each participant that would otherwise be used to purchase Common
Stock on such Exercise Date.
21. Termination of the Plan. The Plan may be terminated at any time by
the Board. Upon termination of the Plan, all amounts in the accounts
of participating employees shall be promptly refunded.
22. Governmental Regulations. The Company's obligation to sell and
deliver Common Stock under the Plan is subject to obtaining all
governmental approvals required in connection with the authorization,
issuance, or sale of such stock.
The Plan shall be governed by the laws of the Commonwealth of
Massachusetts except to the extent that such law is preempted by
federal law.
23. Issuance of Shares. Shares may be issued upon exercise of an Option
from all or any of the following sources: from treasury shares, from
shares reacquired by the Company from time to time, or from
authorized but unissued shares.
24. Tax Withholding. Participation in the Plan is subject to any minimum
required tax withholding on income of the participant in connection
with the Plan. Each employee agrees, by entering the Plan, that the
Company and its Designated Subsidiaries shall have the right to
deduct any such taxes from any payment of any kind otherwise due to
the employee, including shares issuable under the Plan.
25. Notification Upon Sale of Shares. Each employee agrees, by entering
the Plan, to give the Company prompt notice of any disposition of
shares purchased under the Plan where such disposition occurs within
two years after the Offering Date pursuant to which such shares were
purchased.
26. Effective Date and Approval of Stockholders. The Plan shall become
effective on the date it is approved by the holders of a majority of
the votes cast at a meeting of stockholders at which a quorum is
present.
[LOGO] ROGERS
One Technology Drive
P. O. Box 188
Rogers, Connecticut 06263-0188
PHONE:
860.774.9605
WEBSITE:
http://www.rogers-corp.com
REVOCABLE PROXY
ROGERS CORPORATION (RESIP)
ANNUAL MEETING OF STOCKHOLDERS
APRIL 26, 2001
[X] PLEASE MARK VOTE AS IN THIS EXAMPLE
The undersigned hereby appoints FRANK H. ROLAND and ROBERT M. SOFFER,
and each of them, acting singly, as attorneys and proxies of the
undersigned, with full power of substitution, to vote all shares of stock
which the undersigned is entitled to vote at the Annual Meeting of
Stockholders of Rogers Corporation to be held on April 26, 2001 at 10:30
a.m. in the Boardroom on the 26th floor of Fleet Bank, 777 Main Street,
Hartford, Connecticut, and at any and all adjournments thereof. The proxies
are authorized to vote all shares of stock in accordance with the following
instructions and with discretionary authority upon such other business as
may properly come before the meeting or any adjournment thereof.
1. FIXING THE BOARD OF DIRECTORS AT NINE AND ELECTING DIRECTORS. To fix
the number of persons constituting the full board of directors at nine
and to elect the following nominees as directors (except as marked to
the contrary below):
[ ] For [ ] Withhold [ ] For All Except
Leonard M. Baker, Harry H. Birkenruth, Walter E. Boomer,
Edward L. Diefenthal, Gregory B. Howey, Leonard R. Jaskol,
Eileen S. Kraus, William E. Mitchell and Robert G. Paul.
INSTRUCTION: To withhold authority to vote for any individual nominee(s),
mark "For All Except" and write that nominee's name in the space provided
below.
- ---------------------------------------------------------------------------
2. PROPOSAL to approve the Rogers Corporation Global Stock Ownership Plan
For Employees.
[ ] For [ ] Againt [ ] Abstain
THIS PROXY, IF PROPERLY EXECUTED, WILL BE VOTED AS SPECIFIED OR,
WHERE NO DIRECTION IS GIVEN, WILL BE VOTED TO FIX THE BOARD AT NINE AND TO
ELECT THE NOMINEES AS DIRECTORS AND FOR PROPOSAL 2, AND AT THE DISCRETION
OF THE PROXIES ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE
MEETING OR ANY ADJOURNMENT THEREOF.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THE
NOMINEES AS DIRECTORS AND FOR PROPOSAL 2.
Please be sure to date and sign --------------------------
this Proxy in the box blow. Date |
-------------------------------------------------------------|
| |
| |
|---Stockholder sign above----Co-holder (if any) sign above---|
ROGERS CORPORATION
This proxy is evidence of your ownership of Rogers Corporaion Capital
Stock through the Rogers Employee Savings and Investment Plan (RESIP) held
by the Trustee, CG Trust.
As a stockholder, you are entitled to vote at this year's Annual
Meeting of Stockholders and are encouraged to do so by signing and
returning this proxy card as soon as possible.
PLEASE ACT PROMPTLY
DATE, SIGN & MAIL YOUR PROXY CARD TODAY
REVOCABLE PROXY
ROGERS CORPORATION
ANNUAL MEETING OF STOCKHOLDERS
APRIL 26, 2001
[X] PLEASE MARK VOTE AS IN THIS EXAMPLE
The undersigned hereby appoints FRANK H. ROLAND and ROBERT M. SOFFER,
and each of them, acting singly, as attorneys and proxies of the
undersigned, with full power of substitution, to vote all shares of stock
which the undersigned is entitled to vote at the Annual Meeting of
Stockholders of Rogers Corporation to be held on April 26, 2001 at 10:30
a.m. in the Boardroom on the 26th floor of Fleet Bank, 777 Main Street,
Hartford, Connecticut, and at any and all adjournments thereof. The proxies
are authorized to vote all shares of stock in accordance with the following
instructions and with discretionary authority upon such other business as
may properly come before the meeting or any adjournment thereof.
1. FIXING THE BOARD OF DIRECTORS AT NINE AND ELECTING DIRECTORS. To fix
the number of persons constituting the full board of directors at nine
and to elect the following nominees as directors (except as marked to
the contrary below):
[ ] For [ ] Withhold [ ] For All Except
Leonard M. Baker, Harry H. Birkenruth, Walter E. Boomer,
Edward L. Diefenthal, Gregory B. Howey, Leonard R. Jaskol,
Eileen S. Kraus, William E. Mitchell and Robert G. Paul.
INSTRUCTION: To withhold authority to vote for any individual nominee(s),
mark "For All Except" and write that nominee's name in the space provided
below.
- ---------------------------------------------------------------------------
2. PROPOSAL to approve the Rogers Corporation Global Stock Ownership Plan
For Employees.
[ ] For [ ] Againt [ ] Abstain
THIS PROXY, IF PROPERLY EXECUTED, WILL BE VOTED AS SPECIFIED OR,
WHERE NO DIRECTION IS GIVEN, WILL BE VOTED TO FIX THE BOARD AT NINE AND TO
ELECT THE NOMINEES AS DIRECTORS AND FOR PROPOSAL 2, AND AT THE DISCRETION
OF THE PROXIES ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE
MEETING OR ANY ADJOURNMENT THEREOF.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THE
NOMINEES AS DIRECTORS AND FOR PROPOSAL 2.
Please be sure to date and sign --------------------------
this Proxy in the box blow. Date |
-------------------------------------------------------------|
| |
| |
|---Stockholder sign above----Co-holder (if any) sign above---|
ROGERS CORPORATION
Please sign exactly as your name(s) appear(s) on this proyx card. When
signing in a representative capacity, please give full title.
PLEASE ACT PROMPTLY
DATE, SIGN & MAIL YOUR PROXY CARD TODAY