Exhibit 10.5
ROGERS CORPORATION
2009 LONG-TERM EQUITY COMPENSATION
PLAN
PERFORMANCE-BASED RESTRICTED STOCK
AWARD AGREEMENT
Rogers Corporation (the “Company”)
hereby grants to _______________ (the “Grantee”)
Restricted Stock Units under Section 8 of the Rogers Corporation
2009 Long-Term Equity Compensation Plan (the
“Plan”). This Performance-Based Restricted
Stock Award Agreement (this “Agreement”) entitles the
Grantee to payment in the form of Shares following the attainment
of the Performance Objectives and employment requirements set forth
below. The target number of shares of (capital) common
stock of the Company (the “Capital Stock”) subject to
this Agreement is _____ Shares
(the “Target Shares”), subject to adjustment under
Section 2.3 of the Plan. This Award is granted as of
February __, 2009 (the “Grant Date”), subject to
approval of the Plan by the Company’s shareholders at the
2009 annual meeting (or any adjournment thereof). If the
Plan is not then approved by the Company’s shareholders, this
Agreement and all rights to receive Shares under it shall be
void. Notwithstanding anything to the contrary in this
Agreement, in no event shall the Grantee be entitled to Shares
under this Agreement prior to the Plan being approved by the
Company’s shareholders.
1.
Acceptance of Award . The Grantee shall have no
rights with respect to this Agreement unless he or she shall have
accepted this Agreement prior to the close of business on June 30,
2009 by signing and delivering to the Company a copy of this
Agreement.
(a) Subject
to Paragraph 6 below, the actual number of shares of Capital Stock
to be issued to the Grantee shall be determined based on the
Weighted Average Performance Achievement Percentage (as defined in
Paragraph 2(b) below) during the Company’s 2009, 2010 and
2011 fiscal years (the “Performance Period”) using the
following table:
|
|
Weighted Average
Performance
Achievement
Percentage
|
Percentage of
Target Shares
|
|
|
|
|
|
|
|
Below
Threshold
|
Less than
0%
|
None
|
|
|
|
|
|
|
|
Threshold
|
0%
|
0% of Target
Shares
|
|
|
|
|
|
|
|
Target
|
100%
|
100% of Target
Shares
|
|
|
|
|
|
|
|
Maximum
|
200% or
more
|
200% of Target
Shares
|
|
For avoidance of
doubt, no Shares shall be awarded for a Weighted Average
Performance Achievement Percentage of 0% or less, and no more than
two times the number of Target Shares shall be deliverable if the
Weighted Average Performance Achievement Percentage exceeds
200%.
(b) The
“Weighted Average Performance Achievement Percentage”
for purposes of this table shall be the average percentage for the
Performance Objectives determined pursuant to Schedule A to this
Agreement. Straight-line interpolation shall be used to
determine the “Percentage of Target Shares” under the
table set forth in Paragraph 2(a) above if the Weighted Average
Performance Achievement Percentage is between Threshold and Target
and between Target and Maximum. For example, a 50%
Weighted Average Performance Achievement Percentage will result in
delivery of 50% of the Target Shares. Any partial Share
shall be rounded up to the nearest whole Share.
3.
Restrictions and Conditions . If the Grantee’s
employment with the Company and its Affiliates is terminated for
any reason, other than death, Disability or Retirement, as such
terms are set forth and defined in Schedule B hereto, prior to the
end of the Performance Period, the Grantee shall forfeit any and
all rights hereunder and no shares of Capital Stock shall be issued
hereunder regardless of actual performance during the Performance
Period. If the Grantee’s employment with the
Company and its Affiliates is terminated due to the Grantee’s
death, Disability or Retirement prior to the end of the Performance
Period, the number of shares of Capital Stock determined pursuant
to Paragraph 2 to be issued to the Grantee shall be pro rated based
on the number of days that the Grantee was actively employed during
the Performance Period, rounded up to the nearest whole
Share. For example, if the Grantee was actively employed
by the Company, one of its Affiliates or both, for 600 days during
the Performance Period and then terminated employment due to
Retirement, then the Grantee shall receive 54.79% (600 days / (365
x 3) of the number of shares of Capital Stock determined under
Paragraph 2 based on the performance achieved at the end of the
Performance Period, rounded up to the nearest whole
Share.
4.
Scheduled Payment Date . Subject to Paragraph 6
below, the Company shall deliver or cause to be delivered to the
Grantee the number of earned and vested Shares, if any, as
certified by the Committee under Paragraph 2 and Paragraph 3 above,
on or before the Scheduled Payment Date in compliance with
applicable law. The Company shall determine in its sole
discretion the manner of delivering Shares under this Paragraph
4. For purposes of this Agreement, the “Scheduled
Payment Date” means the March 15th within the calendar year
immediately following the expiration of the Performance
Period.
5.
Dividends . The Grantee shall also be paid cash in an amount
equal to (a) the dollar value of cash dividends paid by the Company
per share of Capital Stock during the period starting on the Grant
Date and ending on the date Shares are actually delivered to the
Grantee under the terms of this Agreement, multiplied by (b) the
number of Shares earned and vested under this
Agreement. Any such dividends shall be paid to the
Grantee on the date Shares are actually delivered to the Grantee
under the terms of this Agreement.
6. Change
in Control . The Restricted Stock Units under this Agreement
shall be considered to be earned and vested upon a Change in
Control that occurs before the end of the Performance Period to the
extent determined by the Committee in good faith under Section
11.9(b) of the Plan; provided that the Grantee is then employed by
the Company or one of its Affiliates. In the event that
Restricted Stock Units become earned and vested under this
Paragraph 6, payment shall be made consistent with the terms of the
Plan as soon as practicable (but in no event more than five
business days) following a Change in Control.
7. Tax
Withholding . The Grantee hereby agrees to make appropriate
arrangements with the Company for such income and employment tax
withholding as may be required of the Company under applicable
United States federal, state, local or foreign law on account of
the Grantee’s rights under this Agreement. The
Grantee may satisfy any withholding obligation, in whole or in
part, by electing (i) to make a payment to the Company in cash, by
check, electronic funds transfer or by other instrument acceptable
to the
