EXHIBIT 10.1
ROGERS CORPORATION
AMENDED AND RESTATED
PENSION RESTORATION PLAN
Effective as of January 1, 2005
Background
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The name of this Plan is the Rogers Corporation Amended and Restated
Pension Restoration Plan effective as of January 1, 2005. The purpose of this
Plan is to attract, retain, and motivate qualified management personnel by
restoring retirement and survivor benefits that are not paid under the Basic
Plan due to the Limitations, deferrals made under a Deferral Plan or both. This
Plan also provides certain management personnel (i) additional benefits that are
not accrued under the Basic Plan due to the exclusion of bonus compensation and
(ii) other supplemental benefits as determined from time to time by the
Committee on a case by case basis in its sole discretion. Capitalized terms used
in this Plan are defined in Article I below or in the Basic Plan.
This Plan applies only to Qualified Executives who are actively
employed by a Participating Employer on or after January 1, 2005. Individuals
who participated in the Rogers Corporation Amended and Restated Pension
Restoration Plan effective as of January 1, 2004 and terminated employment
before January 1, 2005 shall have their pension restoration benefits determined
solely under the terms of that plan restatement. Participants in this Plan shall
not be entitled to payment of pension restoration benefits under the terms of
the Rogers Corporation Amended and Restated Pension Restoration Plan effective
as of January 1, 2004 at any time.
Article I - Definitions
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Wherever used herein, the following terms shall have the respective
meanings set forth below. References in this Plan to sections of the Code and
ERISA shall include references to the comparable or succeeding provisions of any
legislation that amends or replaces such sections.
1.1 "Actuarial Equivalent" means a lump sum form of benefit that, as of
a Participant's benefit commencement date, has a value equivalent to the Normal
Form of benefit when computed using an interest rate equal to the average of the
annual interest rates on 10-year U.S. Treasury notes plus 20 basis points, all
such rates being determined as in effect as of September 1st of the five
consecutive calendar years preceding the Plan Year in which occurs the benefit
commencement date and the mortality assumptions required under Section 417(e) of
the Code. For purposes of this Section 1.1, "benefit commencement date" means
first day on which benefits are deemed to be paid to the Participant (or, in the
case of death, the Participant's Qualifying Beneficiary) for purposes of
calculating benefit amounts under Article IV of this Plan.
1.2 "Average Monthly Compensation" has the meaning given to that term
in the Basic Plan.
1.3 "Basic Plan" means the Rogers Corporation Defined Benefit Pension
Plan (formerly known as the Rogers Corporation Pension Plan for Salaried
Employees), as amended from time to time. Reference to any Article or Section of
the Basic Plan shall include reference to any comparable or successor provisions
of the Basic Plan as amended from time to time.
1.4 "Board of Directors" means the Board of Directors of the Company.
1.5 "Change of Control" shall mean the first to occur of any one of the
following events:
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(a) closing of the sale of all or substantially all of the
assets of the Company on a consolidated basis to an unrelated person or entity,
(b) closing of the sale of all of the Company's common stock
to an unrelated person or entity,
(c) there is a consummation of any merger, reorganization,
consolidation or share exchange unless the persons who were the beneficial
owners of the outstanding shares of the common stock of the Company immediately
before the consummation of such transaction beneficially own more than 50% of
the outstanding shares of the common stock of the successor or survivor entity
in such transaction immediately following the consummation of such transaction,
or
(d) consummation of a complete liquidation of the Company.
For purposes of this Section 1.5(c), the percentage of the beneficially owned
shares of the successor or survivor entity described above shall be determined
exclusively by reference to the shares of the successor or survivor entity which
result from the beneficial ownership of shares of common stock of the Company by
the persons described above immediately before the consummation of such
transaction.
1.6 "Code" means the Internal Revenue Code of 1986, as amended, and any
successor code, and related rules, regulations and interpretations.
1.7 "Committee" means the Compensation and Organization Committee of
the Board of Directors, or any successor committee thereto.
1.8 "Company" means Rogers Corporation, a Massachusetts corporation,
and any successor to all or a major portion of its assets or business which
assumes the obligations of the Company under this Plan.
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1.9 "Deferral Plan" means the Rogers Corporation Voluntary Deferred
Compensation Plan for Key Employees, as amended from time to time, and any other
nonqualified deferral plan maintained from time to time by the Company or any
other Participating Employer.
1.10 "Effective Date" means January 1, 2005.
1.11 "Eligible Bonus Amount" means:
(a) one-twelfth (1/12) of the bonus paid to a Participant
during a Plan Year beginning on or after January 1, 2004 (including any bonus
that would have been paid to such Participant but for a deferral under a
Deferral Plan) to the extent such bonus is not included in determining such
Participant's Average Monthly Compensation under the Basic Plan; provided,
however, that:
(1) the Eligible Bonus Amount for any such Plan Year
shall be zero if such Participant is not employed by the Company on
June 1 of such Plan Year, and
(2) the Eligible Bonus Amount for the Plan Year
during which a Participant was added to Schedule B shall not include
any bonus to the extent that it is paid to such Participant during such
Plan Year prior to the date such Participant was added to Schedule B;
and
(b) one-twelfth (1/12) of any bonus that was paid (or that
would have been paid but for a deferral under a Deferral Plan) during
each Plan Year commencing before January 1, 2004 to the extent that any
such bonus is not included in determining such Participant's Average
Monthly Compensation under the Basic Plan, but only upon and in the
event of:
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(1) a Participant's employment termination with the
Company and its Subsidiaries due to death or disability (as
defined in Section 8.1 of the Basic Plan),
(2) commencing severance benefits from the Company or
another Participating Employer due to employment termination,
or
(3) a Participant's Separation from Service on or
after a Change of Control.
Notwithstanding the foregoing, in no event shall the Eligible Bonus Amount
include any amount paid during a Plan Year that is attributable to a bonus that
would have been paid in a prior Plan Year but for the deferral of such payment
under a Deferral Plan. References to "bonus" shall mean all bonuses and
incentive compensation paid during a Plan Year.
1.12 "ERISA" means the Employee Retirement Income Security Act of 1974,
as amended.
1.13 "Excise Tax" means the excise tax imposed by Section 4999 of the
Code.
1.14 "Limitations" means the limitations imposed under Sections
401(a)(17) and 415 of the Code.
1.15 "Normal Form" means, for any Participant, a single life annuity.
1.16 "Normal Retirement Date" has the meaning given to that term in
Section 1.1(aa) of the Basic Plan.
1.17 "Participant" means any employee of the Company who participates
in this Plan in accordance with Article II.
1.18 "Participating Employer" means the Company and any Subsidiary of
the Company which is an Employer as defined in the Basic Plan.
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1.19 "Plan" means the Rogers Corporation Amended and Restated Pension
Restoration Plan, effective as of January 1, 2005, as may be further amended
from time to time.
1.20 "Qualifying Beneficiary" means the individual or individuals (such
as the Participant's spouse or other Beneficiary (as defined under Section
1.1(i) of the Basic Plan) or each of them) entitled to receive a pre-retirement
death benefit under the Basic Plan; provided, however, that the Participant's
estate shall be the qualifying beneficiary if there is no surviving spouse or
Beneficiary entitled to a pre-retirement death benefit under the Basic Plan.
1.21 "Section 409A" means, when referred to in this Plan, Section 409A
of the Code, Notice 2007-86 (with respect to periods before January 1, 2009) and
the final regulations issued under Section 409A (as applicable to periods after
December 31, 2008).
1.22 "Plan Year" means the 12-month period ending each December 31.
1.23 "Qualified Executive" mean an individual described in Section 2.3.
1.24 "Separation from Service" or "Separates from Service" means a
termination of employment by a Participant with the Company and its
Subsidiaries, whether voluntarily or involuntarily, other than by reason of
death, as determined by the Committee in accordance with Treas. Reg.
ss.1.409A-1(h) and consistent with the rules set forth below. In determining
whether a Participant has experienced a Separation from Service, the following
provisions shall apply:
(a) A Participant terminates employment when the facts and
circumstances indicate that the Participant and the Company reasonably
anticipate that no further services will be performed for the Company and its
Subsidiaries after a certain date, or that the level of bona fide services the
Participant will perform for the Company and its Subsidiaries after such date
(whether as a common law employee or as an independent contractor) will
permanently decrease to no more than 20% of the average level of bona fide
services performed by such Participant (whether as a common law employee or an
independent contractor) over the immediately preceding 36-month period.
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(b) If a Participant is on military leave, sick leave, or
other bona fide leave of absence, the Participant's employment relationship
shall be treated as continuing intact, provided that the period of such leave
does not exceed 6 months, or if longer, so long as the Participant retains a
right to reemployment with the Company or any of its Subsidiaries under an
applicable statute or by contract. If the period of a military leave, sick
leave, or other bona fide leave of absence exceeds 6 months and the Participant
does not retain a right to reemployment under an applicable statute or by
contract, the employment relationship shall be considered to be terminated for
purposes of this Plan as of the first day immediately following the end of such
6-month period. In applying the provisions of this part (b), a leave of absence
shall be considered a bona fide leave of absence only if there is a reasonable
expectation that the Participant will return to perform services for the Company
or one of its Subsidiaries.
(c) For a Participant who provides services to the Company,
its Subsidiaries or both, as a common law employee and an independent contractor
concurrently, a Separation from Service generally shall not occur until the
Participant has ceased providing services for such entities as both a common law
employee and as an independent contractor, as determined in accordance with the
provisions set forth in parts (a) and (b) above, respectively. Similarly, if a
Participant ceases providing services for the Company and its Subsidiaries as a
common law employee and begins providing services for any such entity as an
independent contractor, the Participant will not be considered to have
experienced a Separation from Service until the Participant has ceased providing
services for all such entities in both capacities, as determined in accordance
with the applicable provisions set forth in parts (a) and (b) above.
Notwithstanding the foregoing, if a Participant provides services for the
Company, its Subsidiaries or both as a common law employee and as a member of
the board of directors of the Company, any of its Subsidiaries or both, to the
extent permitted by Treas. Reg. ss.1.409A-1(h)(5), the services provided by such
Participant as a director shall not be taken into account in determining whether
the Participant has experienced a Separation from Service as an employee.
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1.25 "Subsidiary" means a corporation, partnership, limited liability
company or other entity that is required to be considered, together with the
Company, as a single employer under Section 414(b) of the Code (employees of
controlled group of corporations) or Section 414(c) of the Code (employees of
partnerships or limited liability companies under common control). For purposes
of determining a controlled group of corporations under Section 414(b), the
language "at least 50 percent" shall be used instead of "at least 80 percent"
each place it appears in Section 1563(a)(1), (2), and (3) of the Code. For
purposes of determining trades or businesses that are under common control for
purposes of Section 414(c) of the Code, "at least 50 percent" shall be used
instead of "at least 80 percent" each place it appears in Treas. Reg.
ss.1.414(c)-2.
1.26 "Supplemental Benefit" means, for any Participant listed on
Schedule A hereto, the incremental monthly benefit that is either specified on
Schedule A for such Participant or determined by applying the adjustment
methodology specified on Schedule A for such Participant; provided, however,
that in applying any such adjustment methodology with respect to a Participant,
the adjustments contemplated by clause (x) of Sections 4.1, 4.2, 4.3 or 4.5,
whichever is applicable, shall be applied first to obtain a preliminary benefit
amount and the Supplemental Benefit shall be equal to the incremental monthly
benefit that is determined when such preliminary benefit amount is further
adjusted by the applicable adjustment methodology.
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1.27 "Threshold Amount" means three times a Participant's "base amount"
within the meaning of Section 280G(b)(3) of the Code and the regulations
promulgated thereunder less one dollar ($1.00).
Article II - Participation
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2.1 Continued Participation for Certain Qualified Executives. An
individual who participated, on or before December 31, 2004, in the Rogers
Corporation Amended and Restated Pension Restoration Plan effective as of
January 1, 2004and is actively employed by a Participating Employer as a
Qualified Executive on January 1, 2005 shall be a Participant in this Plan on
the Effective Date.
2.2 Participation on and after the Effective Date. Each individual who
becomes a Qualified Executive on or after the Effective Date but did not
participate in the Rogers Corporation Amended and Restated Pension Restoration
Plan effective as of January 1, 2004 shall be eligible to commence participation
in this Plan upon the first day of the first month after becoming a Qualified
Executive.
2.3 Qualified Executive. A Qualified Executive shall mean any employee
who earned an accrued benefit as a participant under Basic Plan and is employed
(or re-employed) by a Participating Employer on or after the Effective Date if
either:
(a) the employee's compensation in any Plan Year which would
be taken into account under the Basic Plan exceeds the limit imposed on
such compensation under Section 401(a)(17) of the Code,
(b) the employee's benefit under the Basic Plan becomes
limited in accordance with Section 415 of the Code,
(c) the employee enters (or had entered) into a salary
deferral arrangement with a Participating Employer under a Deferral
Plan,
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(d) the employee is listed on Schedule A or B hereto, or
(e) the employee is listed on Schedule C hereto and a Change
of Control has occurred.
2.4 No Guarantee of Eligibility. A Qualified Executive's eligibility to
accrue benefits under this Plan with respect to any particular Plan Year does
not guarantee continued eligibility to accrue benefits in any future Plan Year.
Article III - Payment of Benefits
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3.1 No Funding Required. Nothing in this Plan will be construed to
create a trust or to obligate the Company or any of its Subsidiaries or any
other person to segregate a fund, purchase an insurance contract, or in any
other way to fund currently the future payment of any benefits hereunder, nor
will anything herein be construed to give any employee of the Company or any of
its Subsidiaries or any other person rights to any specific assets of the
Company or any Subsidiary or of any other person. Any benefits which become
payable to a Participant hereunder shall be paid from the general assets of such
Participant's Participating Employer, except as provided in Section 3.2.
3.2 Payment Methods. The Company, in its sole discretion, may establish
(a) a grantor or other trust of which the Company (or a Participating Employer)
is treated as the owner under the Code and the assets of which are subject to
the claims of the Company's (or such Participating Employer's) general creditors
in the event of its insolvency, (b) an insurance arrangement, or (c) any other
arrangement or arrangements designed to provide for the payment of benefits
hereunder; provided that no such trust or arrangement may be established without
the consent of the Committee. Any such arrangement shall be subject to such
other terms and conditions as the Company may deem necessary or advisable to
ensure (i) that benefits are not includible, by reason of the establishment of
any such arrangement or the funding of any such trust, in the income of the
beneficiaries of such trust or other arrangement prior to actual distribution or
other payment and (ii) that the existence of such arrangement does not cause
this Plan to be considered funded for purposes of Title I of ERISA.
Notwithstanding the foregoing, in no event shall either the Company or a
Participating Employer establish any trust, insurance policy or other
arrangement under this Section 3.2 in a manner or on terms that would result in
the imposition of any tax, penalty or interest under Section 409A(b)(1) and in
no event shall the Company be obligated to, nor shall it, fund any such rabbi
trust "in connection with a change in the employer's financial health" within
the meaning of Section 409A(b)(2).
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Article IV - Retirement and Survivor Benefits
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4.1 Normal or Late Retirement Benefit. A Participant who Separates from
Service on or after his or her Normal Retirement Date shall be paid a benefit
equal to the Actuarial Equivalent of a monthly benefit payable in the Normal
Form equal to (a) minus (b), but not less than zero, where:
(a) is the sum of:
(x) the amount of the monthly benefit the Participant
would have been entitled to receive in the Normal Form under the Basic
Plan if:
(i) the Limitations (and the provisions of
the Basic Plan applying the Limitations) did not exist,
(ii) the Participant's Average Monthly
Compensation under the Basic Plan was determined as if all
amounts deferred by the Participant under a Deferral Plan had
been paid at the time they would have been paid but for such
deferral and
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(iii) for the Participants that (A) have
attained age 55, (B) have completed at least one Hour of
Service (as defined in Section 1.1(y) of the Basic Plan) after
attainment of age 55, and (C) are listed on Schedule B hereto,
such Participant's Average Monthly Compensation under the
Basic Plan was determined by including such Participant's
Eligible Bonus Amounts (i.e., such Participant's Eligible
Bonus Amount for each Plan Year is added to such Participant's
corresponding basic monthly compensation for such Plan Year
when determining the five consecutive Plan Years that produce
the highest average), plus
(y) such Participant's Supplemental Benefit, if any,
and
(b) is the monthly normal or late retirement benefit payable
in the Normal Form to such Participant under the Basic Plan. The amount of the
monthly benefit under Section 4.1(a) and (b) of this Plan shall be determined as
if such Participant's benefits under this Plan and the Basic Plan actually
commence on the Participant's Separation from Service, regardless of the actual
benefit commencement date under the Basic Plan.
4.2 Early Retirement Benefit. A Participant who Separates from Service
after having satisfied the requirements for an early retirement benefit under
the Basic Plan and who retires thereafter (but prior to his or her Normal
Retirement Date) shall be entitled to a benefit equal to the Actuarial
Equivalent of a monthly benefit payable in the Normal Form equal to (a) minus
(b), but not less than zero, where:
(a) is the sum of:
(x) the amount of the monthly benefit the Participant
would have been entitled to receive in the Normal Form under the Basic
Plan, assuming benefit commencement at Separation from Service, if:
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(i) the Limitations (and the provisions of
the Basic Plan applying the Limitations) did not exist,
(ii) the Participant's Average Monthly
Compensation under the Basic Plan was determined as if all
amounts deferred by the Participant under a Deferral Plan had
been paid at the time they would have been paid but for such
deferral and
(iii) for the Participants that (A) have
attained age 55, (B) have completed at least one Hour of
Service (as defined in Section 1.1(y) of the Basic Plan) after
attainment of age 55, and (C) are listed on Schedule B hereto,
such Participant's Average Monthly Compensation under the
Basic Plan was determined by including such Participant's
Eligible Bonus Amounts (i.e., such Participant's Eligible
Bonus Amount for each Plan Year is added to such Participant's
corresponding basic monthly compensation for such Plan Year
when determining the five consecutive Plan Years that produce
the highest average and when determining such average) plus
(y) such Participant's Supplemental Benefit, if any,
and
(b) is the Participant's monthly early retirement benefit
under the Basic Plan payable in the Normal Form to such Participant. The amount
of the monthly benefit under Section 4.2(a) and (b) of this Plan shall be
determined as if such Participant's benefits under this Plan and the Basic Plan
actually commence on the Participant's Separation from Service, regardless of
the actual benefit commencement date under the Basic Plan.
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4.3 Deferred Vested Retirement Benefit. Any Participant who Separates
from Service after having satisfied the requirements for a deferred vested
retirement benefit under the Basic Plan but before satisfying the requirements
for early retirement thereunder shall be entitled to a benefit equal to the
Actuarial Equivalent of a monthly benefit payable in the Normal Form equal to
(a) minus (b), but not less than zero, where:
(a) is the sum of:
(x) the amount of the monthly benefit the Participant
would have been entitled to receive in the Normal Form under the Basic
Plan, assuming benefit commencement at age 55, if:
(i) the Limitations (and the provisions of
the Basic Plan applying the Limitations) did not exist,
(ii) the Participant's Average Monthly
Compensation under the Basic Plan was determined as if all
amounts deferred by the Participant under a Deferral Plan had
been paid at the time they would have been paid but for such
deferral and
(iii) for the Participants that (A) have
attained age 55, (B) have completed at least one Hour of
Service (as defined in Section 1.1(y) of the Basic Plan) after
attainment of age 55, and (C) are listed on Schedule B hereto,
such Participant's Average Monthly Compensation under the
Basic Plan was determined by including such Participant's
Eligible Bonus Amounts (i.e., such Participant's Eligible
Bonus Amount for each Plan Year is added to such Participant's
corresponding basic monthly compensation for such Plan Year
when determining the five consecutive Plan Years that produce
the highest average and when determining such average) plus
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(y) such Participant's Supplemental Benefit, if any,
and
(b) is the monthly deferred vested retirement benefit payable
in the Normal Form to such Participant under the Basic Plan. The amount of the
monthly benefit under Section 4.3(a) and (b) of this Plan shall be determined as
if such Participant's benefits under this Plan and the Basic Plan actually
commence on the date on which such Participant attains age fifty-five,
regardless of the actual benefit commencement date under the Basic Plan..
4.4 Other Separation from Service; Death. If a Participant Separates
from Service for any reason before becoming eligible for a benefit under either
Section 4.1, 4.2, or 4.3 of this Plan, no benefit shall be payable to such
Participant hereunder. If a Participant dies before commencing a benefit under
either Section 4.1, 4.2 or 4.3 of this Plan, then except as provided in Section
4.5 below, no benefits shall be payable hereunder with respect to such
Participant.
4.5 Pre-Retirement Death Benefit. In the event a Participant dies on or
after becoming eligible to receive a benefit under either Section 4.1, 4.2, or
4.3 of this Plan, but prior to receiving a lump sum payment under this Article
IV, the Participant's Qualifying Beneficiary shall be entitled to a
pre-retirement death benefit equal to the amount that the Participant would have
received if he had actually commenced benefits one day immediately prior to his
or her death.
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4.6 Time and Form of Payment, The Actuarial Equivalent amounts
determined under Section 4.1, 4.2, 4.3 and 4.5 of this Plan, as applicable,
shall be paid as follows:
(a) A Participant who Separates from Service at any time after
meeting the eligibility requirements under either Section 4.1 or 4.2 of this
Plan shall receive his or her benefit hereunder in the form of a lump sum
payment on the date that is the first business day after the date that is six
months following such Participant's Separation from Service. Such benefit shall
be paid with six months of interest at the applicable federal rate under Section
1274 of the Code, determined as of the date of the Participant's Separation from
Service.
(b) A Participant who is not described in Section 4.6(a) of
this Plan and Separates from Service other than on account of death shall
receive his or her benefit hereunder in the form of a lump sum cash payment on
the later of the date that (i) is the first business day after the date that is
six months following the date such Participant Separates from Service and (ii)
the date that such Participant attains age 55. Such benefit shall be paid with
interest from the date the Participant attains age 55 to the benefit payment
date at the applicable federal rate under Section 1274 of the Code, determined
as of the date the Participant attains age 55.
(c) In the case of a Participant who dies before commencing
benefits under this Plan but with respect to whom a benefit is to be paid under
Section 4.5, such Participant's Qualifying Beneficiary shall receive the amount
described in Section 4.5 in the form of a lump sum cash payment on the first day
of the month next following such Participant's date of death. In the event that
there is more than one Qualifying Beneficiary, the amount of benefit described
in Section 4.5 shall be divided among the Qualifying Beneficiaries in the same
manner as under the Basic Plan.
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4.7 Reemployment. A Participant who has received payment of benefits
under Section 4.6 and is reemployed by a Participating Employer shall not accrue
additional benefits under this Plan unless specifically permitted by the
Committee. If additional accruals are permitted, then the benefit payable to
such Participant (or, in the event of death, such Participant's Qualifying
Beneficiary) under this Plan upon subsequent Separation from Service may be
reduced, in the sole discretion of and in the manner prescribed by the Committee
consistent with corresponding provisions of the Basic Plan, by the value of the
benefits previously received. For avoidance of doubt, nothing in this Plan shall
be interpreted to require a Participant to repay any previous lump sum payment
previously distributed hereunder due solely to his or her reemployment with a
Participating Employer.
4.8 Change of Control.
(a) In the event of a Change of Control, the Company shall
immediately distribute to each Participant the lump sum benefit that would have
been payable to him or her hereunder had such Participant Separated from Service
immediately prior to the Change of Control.
(b) In the event of a Change of Control, each Participant who
is listed on Schedule C and who is employed by a Participating Employer on the
date such Change of Control occurs shall be entitled to receive a benefit
hereunder pursuant to Section 4.1, 4.2, 4.3 or 4.5, whichever is applicable,
which benefit shall be determined as if such Schedule C Participant (i) had
attained age 55 on the date such Change of Control occurred, (ii) had completed
at least one Hour of Service (as defined in Section 1.1(y) of the Basic Plan)
after attainment of age 55, and (iii) had been listed on Schedule B commencing
on such date.
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(c) Notwithstanding Section 4.9(a) and (b) of this Plan, in
the event that any compensation, payment or distribution by the Company to or
for the benefit of any Participant, whether paid or payable or distributed or
distributable pursuant to the terms of this Plan or otherwise (the "Payments"),
would be subject to the excise tax imposed by Section 4999 of the Code, then the
benefit payable under this Plan to or for the benefit of such Participant shall
be reduced (but not below zero) to the extent necessary so that the aggregate
Payments shall not exceed the Threshold Amount. For avoidance of doubt, a
reduction shall only be necessary as required under a Participant's "change of
control agreement" or similar arrangement with the Company.
4.9 Employment Taxes. In addition to the lump sum benefit payable under
Section 4.6 or 4.8 of this Plan, each Participant shall be entitled to receive
an additional payment under this Section 4.9 with respect to any Plan Year in
which any FICA, FUTA or any similar employment taxes are assessed on the
benefits accrued under this Plan. The amount of this additional payment shall
equal the amount of such taxes plus a tax gross-up payment such that, after
payment of any taxes on such amount, there remains a balance sufficient to pay
the taxes being reimbursed. An additional payment under this Section 4.9 shall
be payable no later than sixty days after each assessment of FICA, FUTA or any
similar employment tax on benefits accrued under this Plan.
Article V - Plan Administration and Interpretation
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5.1. Plan Administration. The Committee shall administer this Plan. The
Committee shall have the right to make such rules and regulations as it deems
appropriate for the efficient administration of this Plan, to construe and
interpret this Plan, to decide all questions of eligibility, and to determine
the amount and time of payment of benefits hereunder to the fullest extent
provided by law and in its sole discretion; any interpretations or decisions so
made will be conclusive and binding on all persons having any interest in this
Plan.
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5.2 General Powers of Administration. The Committee shall be entitled
to rely conclusively upon all tables, valuations, certificates, opinions and
reports furnished by any actuary, accountant, controller, counsel or other
person employed or engaged by the Company with respect to this Plan. For this
purpose, the Committee's powers will include, but will not be limited to, the
following authority, in addition to all other powers provided by this Plan:
(a) to make and enforce such rules and regulations as it deems
necessary or proper for the efficient administration of this Plan, including the
establishment of any claims procedures that may be required by applicable
provisions of law;
(b) to interpret this Plan, its interpretation thereof in good
faith to be final and conclusive on all persons claiming benefits under this
Plan;
(c) to decide all questions concerning this Plan and the
eligibility of any person to participate in this Plan;
(d) to appoint such agents, counsel, accountants, consultants
and other persons as may be required to assist in administering this Plan;
(e) to add additional employees of a Participating Employer to
Schedule A, Schedule B or Schedule C; and
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(f) to allocate and delegate its responsibilities under this
Plan and to designate other persons to carry out any of its responsibilities
under this Plan, any such allocation, delegation or designation to be in
writing.
5.3 Claims Procedure. A Participant or Qualifying Beneficiary shall
only be entitled to make a claim for benefits under this Plan in accordance with
the procedures set forth in Schedule D to this Plan. For avoidance of doubt,
there is no requirement to make a claim for benefits under Schedule D in the
event that there is no dispute regarding the amount to be paid, the timing for a
lump sum payment or, in the event of the Participant's death prior to receiving
a lump sum payment, who should receive pre retirement death benefits under
Section 4.5 of this Plan.
Article VI - Amendment and Termination
--------------------------------------
The Committee reserves the right to amend or terminate this Plan at any time, in
full or in part; provided, however, that no amendment or termination shall have
the effect of:
(a) reducing or discontinuing any payments then being made or
due to be made under the terms hereof immediately prior to such action;
(b) reducing or terminating any rights to future payments of
benefits accrued under this Plan as of the date of amendment or termination; or
(c) causing the acceleration of payment of benefits upon such
amendment or termination unless otherwise permitted under Section 409A. For
avoidance of doubt, the Committee's action to cease a Participant's status as a
Qualified Executive or to change a Participant from being covered under Schedule
B to Schedule C shall be considered an amendment subject to the limitations set
forth in this Article VI. The Committee shall establish a minimum benefit under
this Plan to ensure that the total accrued benefit under this Plan and the Basic
Plan after any amendment or termination of this Plan shall not be less than the
total accrued benefit under such plans determined immediately prior to any such
amendment or termination, except to the extent that such reduction is due to a
reduction in the Participant's Average Monthly Compensation. Notwithstanding the
foregoing, nothing shall prohibit the Committee from amending this Plan to the
extent reasonably necessary to comply with Section 409A; provided however, that
if any amendment or termination of this Plan requires the deferred payment of
any amount hereunder, any such payment shall bear interest at the applicable
federal rate under Section 1274 of the Code, determined as of the first day that
such payment is deferred.
20
Article VII - Miscellaneous
---------------------------
7.1 Section 409A. This Plan is intended to comply and shall be
interpreted and construed in a manner consistent with the provisions of Section
409A. Any provision under this Plan that would cause any benefit hereunder to be
subject to Federal income tax prior to payment shall be void as of the Effective
Date without the necessity of further action by the Committee. There shall be no
acceleration or subsequent deferral of the time or schedule of any payment under
the Plan except as permitted under Section 409A and the express terms of this
Plan.
7.2 Nonassignability. None of the benefits, payments, proceeds or
claims of any Participant, Qualifying Beneficiary shall be subject to any claim
of any creditor of such individual and, in particular, the same shall not be
subject to attachment or garnishment or other legal process by any such
creditor, nor shall any Participant or Qualifying Beneficiary have any right to
alienate, anticipate, commute, pledge, encumber or assign any of the benefits or
payments or proceeds which he or she may expect to receive, contingently or
otherwise, under this Plan.
21
7.3 Limitation on Participants' Rights. Participation in this Plan
shall not give any Participant the right to be retained in the employ of a
Participating Employer or any right or interest in this Plan other than as
herein provided. Each of the Company and the other Participating Employers
reserve the right to dismiss any Participant without any liability for any claim
against the Participating Employer, except to the extent provided herein or
elsewhere.
7.4 Parties Bound. The terms of this Plan shall be binding upon the
Company, the other Participating Employers and their successors or assigns and
each Participant participating herein and the Participant's Qualifying
Beneficiaries, heirs, executors and administrators. Subject to the foregoing,
any action with respect to this Plan taken by the Committee, the Company, or any
other Participating Employer, or any action authorized by or taken at the
direction or on behalf of the Committee, the Company, or any other Participating
Employer shall be conclusive upon all Participants and Qualifying Beneficiaries
entitled to benefits under this Plan.
7.5 Liability of Participating Employers. Subject to its obligation to
pay the amount contemplated by this Plan at the time contemplated by this Plan,
neither the Company, its Subsidiaries, nor any person acting on behalf of the
Company or any of its Subsidiaries shall be liable to any Participant,
Qualifying Beneficiary or any other person for any act performed, or the failure
to perform any act, with respect to this Plan.
7.6 Notices. Elections or designations by a Participant to the Company
hereunder shall be addressed to the Company to the attention of the Vice
President of Human Resources of the Company or his or her designee or, in the
absence of the Vice President of Human Resources or his or her designee, to the
Vice President and Secretary of the Company. Notices by the Company to a
Participant shall be sufficient if in writing and delivered in person or by
inter-office or electronic mail or sent by a nationally recognized overnight
courier service or by U.S. mail, postage prepaid, to the Participant at his or
her most recent home address as reflected in the records of the Company or to
such other address as the Participant may specify in writing to the Company.
22
7.7 Unsecured General Creditors. No Participant, Qualifying Beneficiary
and none of their legal representatives shall have any right, other than the
right of an unsecured general creditor, against the Company or any other
Participating Employer in respect of any benefit payable hereunder.
7.8 Severability. In case any provision or provisions of this Plan
shall be held illegal, invalid or otherwise unenforceable for any reason such
illegality, invalidity or unenforceability shall not affect the remaining
provisions of this Plan, but shall be fully severable, and this Plan shall be
construed and enforced as if the illegal, invalid or unenforceable provisions
had not been included in this Plan.
7.9 Prohibition Against Alienation. No benefit payable under this Plan
shall be subject in any manner to alienation, sale, transfer, assignment,
pledge, attachment, or encumbrance of any kind except as required by applicable
law. Benefits payable under this Plan shall not be subject to domestic relations
orders, including qualified domestic relations orders.
7.10 ERISA. This Plan is intended to be "a plan which is unfunded and
is maintained by an employer primarily for the purpose of providing deferred
compensation for a select group of management or highly compensated employees"
within the meaning of Sections 201(2), 301(a)(3) and Section 401(a)(1) of ERISA.
In the event that the Department of Labor, the Internal Revenue Service, or a
court of competent jurisdiction determines that this Plan is not maintained for
a select group of management or highly compensated for purposes of Sections 201,
301, and 401 of ERISA, then this Plan shall be deemed to be two separate and
distinct plans, one covering the group of Participants who constitute a select
group of management or highly compensated employees, and the second covering all
other Participants. The Committee is authorized to take any and all actions
necessary to implement this Section provided that any such action shall comply
with Section 409A.
23
7.11 Number. Where appropriate in context, the singular includes the
plural, and the plural includes the singular.
7.12 Governing Law. This Plan shall be construed, administered, and
governed in all respects under and by the laws of the Commonwealth of
Massachusetts, except to the extent that such laws may be preempted by ERISA.
7.13 Headings and Subheadings. Headings and subheadings in this Plan
are inserted for convenience only and are not to be considered in the
construction of the provisions hereof.
IN WITNESS WHEREOF, the Company has caused this amended and restated
Plan to be executed by its duly authorized officer this 12th day of December,
2008.
ROGERS CORPORATION
By: /s/ Robert D. Wachob
-------------------------------------------
Robert D. Wachob
President and Chief Executive Officer
24
SCHEDULE A
----------
Supplemental Benefit
Participant Amount/Adjustment Methodology
----------- -----------------------------
Frank J. Gillern: A supplemental amount such that when such supplemental amount is added
to the amount calculated under clause (x) of Section 4.1, 4.2, 4.3
or 4.5 (as the case may be) such sum shall equal the amount that
would be calculated under clause (x) of Section 4.1, 4.2, 4.3 or 4.5
(as the case may be) if Mr. Gillern's service and compensation
with Durel Corporation from the period of November 20, 2000 through
September 29, 2003 was treated as service with, and compensation
from, the Company.
25
SCHEDULE B
----------
Date Added to
-------------
Participant Date of Birth) Schedule B
------------ -------------- ----------
Frank J. Gillern 02/11/48 1/01/04
John A. Richie 11/08/47 1/01/04
Robert M. Soffer 11/08/47 1/01/04
Robert D. Wachob 06/28/47 1/01/04
26
SCHEDULE C
----------
The individuals described below shall be deemed listed on this Schedule C as if
their names were actually listed hereon; provided that any such individuals who
are listed on Schedule B hereto shall not also be listed on this Schedule C:
o All United States-based appointed corporate officers of Rogers
Corporation.
o All United States-based Vice Presidents (or higher) of Rogers
Corporation.
27
SCHEDULE D
CLAIMS PROCEDURE
----------------
1. Review of Application for Benefits. The Chair of the Committee shall
notify a Participant in writing of its decision with respect to a benefits claim
within 90 days after receiving such claim.
2. Review of Denied Claim. If the Chair of the Committee determines
that a Participant is not eligible for any benefits or for full benefits, the
notice described in paragraph 1 above shall set forth the following:
(a) the specific reasons for such denial;
(b) a specific reference to the provisions of this Plan
on which the denial is based; a description of any
additional information or material necessary for the
claimant to perfect a claim and a description of why
it is needed; and
(c) an explanation of this Plan's claim review procedure
and other appropriate information as to the steps to
be taken if the Participant or Qualifying Beneficiary
wishes to have the claim reviewed.
The Participant shall have the right to review pertinent documents and
information used to calculate Plan benefits.
If the Chair of the Committee determines that there are special circumstances
requiring additional time to make a decision, the Chair shall notify the
Participant of the special circumstances and the date by which a decision is
expected to be made and may extend the time for up to an additional 90 days.
If a Participant is determined by the Chair of the Committee to be ineligible
for benefits, or if the Participant believes that he or she is entitled to
greater or different benefits, the Participant shall have the opportunity to
have such claim reviewed by the entire Committee by filing a petition for review
with the Committee within 60 days after receipt of the notice issued by the
Committee. Such petition shall state the specific reasons the Participant
believes he or she is entitled to greater or different benefits. Within 60 days
after receipt by the Committee of such petition, the Committee shall afford the
Participant an opportunity to present his or her position to the Committee
orally or in writing. The Committee shall notify the Participant of its decision
in writing within the 60-day period, stating specifically the basis of its
decision written in a manner calculated to be understood by the Participant and
the specific provisions of this Plan on which the decision is based. If, because
of the need for a hearing, the 60-day period is not sufficient, such period may
be extended for up to another 60 days, but notice of this extension must be
given to the Participant within the first 60-day period.
3. Exhaustion/Limitation of Actions. A claimant shall comply with the claims
procedure set forth in paragraph 2 above prior to filing any action in federal
or state court with respect to a claim. Any provision of this Plan to the
contrary notwithstanding, a claimant shall be barred from filing any action in
federal or state court with respect to a claim if such action is not filed
within one year from the date the Committee denies, or is deemed to deny, the
claim on review in accordance with paragraph 2 above.
28
4. Rights of Third Parties. A Qualifying Beneficiary shall have the same rights
as a Participant to pursue a claim after the Participant's death.
29