Exhibit 99.1
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.
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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
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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
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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,
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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
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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.
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