EXHIBIT 10.1
ROGERS CORPORATION
AMENDED AND RESTATED
PENSION RESTORATION PLAN
Effective as of January 1, 2005
Background
----------
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.
<PAGE>
Article I - Definitions
-----------------------
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:
2
<PAGE>
(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.
3
<PAGE>
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:
4
<PAGE>
(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.
5
<PAGE>
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.
6
<PAGE>
(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.
7
<PAGE>
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.
8
<PAGE>
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
--------------------------
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,
9
<PAGE>
(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
---------------------------------
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).
10
<PAGE>
Article IV - Retirement and Survivor Benefits
---------------------------------------------
4.1 Normal or Late Retirement
