Exhibit 10c
ROGERS CORPORATION
2004 ANNUAL INCENTIVE COMPENSATION PLAN
(The "Plan")
Plan Year: 1.1 Fiscal year of Rogers Corporation
Participants: 2.1 Those managers and professionals who directly
affect the profitability of the Company are
eligible for nomination as Participants in this
Plan. Participants for each Plan Year must be
approved by the CEO. Sales Engineers, Regional
Sales Managers, and any other employees who are
eligible for commissions or similar incentive
compensation plans are excluded from this Plan.
Exceptions to this may be approved by the CEO.
Target Award 3.1 Upon achievement of targeted financial goals,
Opportunity: Participants will be eligible for a specified
Target Award. Target Awards by Participant group
are as follows:
Target Award As a
Percent of Base
Position Salary
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CEO 60 to 75%
Division VP's, Elected Corporate
Officers, and other Corporate
Executives 25% to 45%
Other Division and Corporate
Participants 5% - 25%
Basic Award 4.1 Each Plan Year, a set percentage of the
Determinant: Participant's Target Award will be determined by
Corporate performance and another set percentage
will be determined by Division performance. In
general, those Participants whose actions affect
the entire Company will have a higher Corporate
performance weighting while those whose actions
have a greater impact on an individual Division
will have a higher Division performance weighting.
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4.2 Performance weights by Participant group are as
follows:
Corporate Division/Group
Position Performance Performance
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Elected Corporate
Officers 100%1 0%
Other Corporate
Participants 50% 50%2
Division Vice
Presidents 40% - 70% 60% - 30%
Other Division
Participants 30% 70%
4.3 The Corporate portion of a Participant's annual
incentive award is based on after tax profit (as
reflected in earnings per share). Performance
goals will be established at the beginning of each
Plan Year by the Compensation and Organization
Committee of the Board of Directors, and expressed
in an award schedule that prescribes the
percentage of Corporate Target Award paid out at
each level of performance achievement.
4.4 The Divisional portion of a Participant's annual
incentive award is based on Division profit
(operating profit before Corporate charges).
Performance goals will be established at the
beginning of each Plan Year by the CEO, and
expressed in an award schedule that prescribes the
percentage of the Division Target Award paid out
at each level of performance achievement.
4.5 Calculations of the actual percentage of Corporate
and Division Target Awards will be made by
interpolating between points on the Performance
Measurement Schedule.
4.6 Soon after the end of the Plan Year, the CEO will
evaluate how well each Division accomplished its
objective(s). The CEO may alter the division
bonus pool on the basis of that evaluation, as he
deems appropriate.
1 Exceptions may be made by the CEO.
2 The 50% Division Performance portion for each Corporate Report will be
determined by multiplying 50% of his or her Target Award by the ratio
obtained by dividing all divisional profit related to Divisional
Performance by the total divisional profit if every Division had achieved
their plan for the year.
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Annual 5.1 Each year the Compensation and Organization
Performance Committee will establish annual Performance
Targets: Targets. The general principles for establishing
Annual Performance Targets will be that the
previous year's Earnings Per Share results will be
the threshold for beginning to earn a bonus for
the following Plan Year. At approximately the 10%
EPS improvement level a 100% target bonus will be
earned, and at approximately a 20% EPS improvement
level a 200% target bonus will be earned. Then,
at approximately a 30% EPS improvement level a
250% target bonus will be earned, and at
approximately a 40% ESP improvement level the
maximum 300% target bonus will be earned. (See
section 6.2 for maximum payment under this plan.)
5.2 Changes or exceptions to the general principles for
establishing Annual Performance Targets based on
economic or other factors must be made by the
Compensation and Organization Committee.
Award 6.1 The annual bonus award for any Participant will be
Limitation: limited to 300% of their Target Award.
6.2 Except as noted below, the maximum amount of the
incentive bonus pool, including payments made to
non-Participants under this Plan, will be limited
to 20% of profit or $250,000, whichever is more.
Such profit is calculated before deductions for
taxes and bonuses. If the calculation of awards
indicates that these limits will be exceeded,
awards will be reduced proportionally to conform
to the limit.
6.3 If any Division would have received 100% or more of
the Division portion of their Target Awards and
the above 20% limit causes a reduction in earned
awards, the following shall apply.
6.3.1 The reductions of those Divisions' portions
of the Target Awards will be restored and
Corporate Reports' awards increased
accordingly. (This does not apply to the
elected Corporate officers.)
6.3.2 The total of such restored and increased
amounts shall not exceed $250,000. If
necessary, reductions will be made
proportionally.
Personal 7.1 Managers may recommend to the CEO that
Performance: Participants' awards in their respective Divisions
or Corporate Departments be modified to reflect
individual performance differences.
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7.2 The CEO has the right to modify or eliminate the
total annual incentive award for any Participant
to reflect individual performance differences.
Input of 8.1 In comparing actual performance against the
Extraordinary performance goals, management may exclude from
and Non- such comparison any extraordinary or nonrecurring
recurring gains, losses, charges, or credits that appear on
Items: the Company's books and records, as it deems
appropriate.
8.2 An extraordinary or nonrecurring item may include,
without limiting the generality of the foregoing,
an item in the Company's financial statements
reflecting a change in an accounting rule or
methodology, tax law, or actuarial assumption,
not taken into consideration in the establishment
of performance goals. The Compensation and
Organization Committee of the Board of Directors
must approve this adjustment.
Less Than 9.1 An individual, who is made a Participant in the
Full-Year Plan after the beginning of the Plan Year, but
Plan before October 1st of that year, may receive a
Participation: pro-rated award based on the number of full weeks
of eligibility during the Plan Year. Individuals
hired after October 1st normally will not
participate in the Plan that year.
9.2 If a Participant's employment is terminated during
a Plan Year because of death, disability, or
normal retirement, a tentative award will be
determined based on performance as of the end of
the Plan Year. The final award will be prorated
by multiplying the tentative award by the number
of full weeks of employment divided by fifty-two.
9.3 If a Participant's employment is terminated
involuntarily, not for cause, the Participant may
be paid a prorated bonus if approved by the CEO.
Form and 10.1 All awards will be paid in cash, less withholding
Timing of requirements, as soon as possible following the
Payment: end of the Plan Year. However, the CEO may
request authorization from the Compensation and
Organization Committee of the Board of Directors
to pay a portion of the estimated Plan Year's
awards before the end of the Plan Year.
Bonus 11.1 For each Division or Corporate Department that
Opportunity earns an award under this Plan, a pool will be
Non- created for distribution to non-Participants in
Participants that Division or Corporate Department only. Such
pool will be equal to 1.0% of the aggregate
annual salaries of the non-Participants, exempt
from the payment of overtime and who are not paid
overtime by Company policy or practice, in that
Division or Corporate Department at the end of
the Plan Year. Such pool will be adjusted up or
down proportionally to the award earned in that
Division or Corporate Department. The Division
Manager or the Corporate Department Vice
President will determine the recipients and
amounts of such bonuses subject to the approval
of the CEO. These bonuses are intended for non-
Participants who have made significant
contributions to the success of the Division or
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Corporate Department during the Plan Year; this
bonus pool is not intended for distribution to
all non-Participants in the unit. Any
undistributed funds from this pool will be
returned to the Company and may not be
distributed to other units.
11.2 For each Corporate Department, a pool will be
created for distribution to exempt and non-exempt
non-Participants equal to 1% of their aggregate
annual salaries. This pool represents a
gainsharing bonus for the Corporate staff
employees and is based on the overall Division
Performance (defined on page 2, footnote 2).
Each Corporate Department Vice President will
determine the recipients for their department,
and amounts of such bonus subject to the approval
of the CEO.
Approved by the Compensation and Organization Committee of the Board of
Directors.
December 10, 2003
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