Exhibit 10m-2 SECOND AMENDMENT This SECOND AMENDMENT dated as of October 25, 2002 (this "Amendment"), is made by and among (a) ROGERS CORPORATION, a Massachusetts corporation (the "Borrower"), having its principal place of business at One Technology...Rogers Corp • March 18th, 2005 • Plastic materials, synth resins & nonvulcan elastomers
Exhibit 2.1 September 30, 2003 Confidential STOCK PURCHASE AGREEMENTStock Purchase Agreement • October 15th, 2003 • Rogers Corp • Plastic materials, synth resins & nonvulcan elastomers • New York
BACKGROUNDRights Agreement • May 16th, 2000 • Rogers Corp • Plastic materials, synth resins & nonvulcan elastomers • Massachusetts
EXHIBIT 99.2 INDEMNIFICATION AGREEMENT {Officer Form} This Agreement is made and entered into this ___ day of ________, 2004 (the "Agreement"), by and between Rogers Corporation, a Massachusetts corporation (the "Company," which term shall include,...Indemnification Agreement • December 14th, 2004 • Rogers Corp • Plastic materials, synth resins & nonvulcan elastomers • Massachusetts
ARTICLE I DEFINITIONSAsset Purchase Agreement • March 31st, 2003 • Rogers Corp • Plastic materials, synth resins & nonvulcan elastomers • Connecticut
Exhibit 10.5 ROGERS CORPORATION 2005 EQUITY COMPENSATION PLAN NON-QUALIFIED STOCK OPTION AGREEMENT (For Non-Employee Directors) Pursuant to the Rogers Corporation 2005 Equity Compensation Plan (the "Plan"), Rogers Corporation (the "Company") hereby...Non-Qualified Stock Option Agreement • April 29th, 2005 • Rogers Corp • Plastic materials, synth resins & nonvulcan elastomers • Massachusetts
FIRST AMENDMENTRogers Corp • March 18th, 2005 • Plastic materials, synth resins & nonvulcan elastomers
Exhibit 10.2 ROGERS CORPORATION 2005 EQUITY COMPENSATION PLAN INCENTIVE STOCK OPTION AGREEMENT Pursuant to the Rogers Corporation 2005 Equity Compensation Plan (the "Plan"), Rogers Corporation (the "Company") hereby grants to...Incentive Stock Option Agreement • April 29th, 2005 • Rogers Corp • Plastic materials, synth resins & nonvulcan elastomers • Massachusetts
EXHIBIT 10.7 ROGERS CORPORATION 2005 EQUITY COMPENSATION PLAN RESTRICTED STOCK AGREEMENT Pursuant to the Rogers Corporation 2005 Equity Compensation Plan (the "Plan"), Rogers Corporation (the "Company") hereby grants to _____________________________...Restricted Stock Agreement • February 23rd, 2006 • Rogers Corp • Plastic materials, synth resins & nonvulcan elastomers • Massachusetts
THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of February 17, 2017 amongROGERS CORPORATION The Lenders Party Hereto JPMORGAN CHASE BANK, N.A. as Administrative Agent HSBC BANK USA, NATIONAL ASSOCIATIONandCITIZENS BANK, N.A. as Co-Syndication...Credit Agreement • February 21st, 2017 • Rogers Corp • Plastic materials, synth resins & nonvulcan elastomers • New York
THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of February 17, 2017 among ROGERS CORPORATION, the LENDERS from time to time party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, HSBC BANK USA, NATIONAL ASSOCIATION and CITIZENS BANK, N.A., as Co-Syndication Agents and CITIBANK, N.A., as Documentation Agent.
CREDIT AGREEMENT dated as of November 23, 2010 among ROGERS CORPORATION The Lenders Party Hereto JPMORGAN CHASE BANK, N.A. as Administrative Agent HSBC BANK USA, NATIONAL ASSOCIATION and RBS CITIZENS, NATIONAL ASSOCIATION as Co- Syndication Agents and...Credit Agreement • February 18th, 2011 • Rogers Corp • Plastic materials, synth resins & nonvulcan elastomers • New York
CREDIT AGREEMENT (this “Agreement”) dated as of November 23, 2010 among ROGERS CORPORATION, the LENDERS from time to time party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, HSBC BANK USA, NATIONAL ASSOCIATION and RBS CITIZENS, NATIONAL ASSOCIATION, as Co-Syndication Agents and FIFTH THIRD BANK and CITIBANK, N.A., as Co-Documentation Agents.
First AmendmentSupplemental Retirement Agreement • March 18th, 2005 • Rogers Corp • Plastic materials, synth resins & nonvulcan elastomers
Exhibit 10ab ROGERS CORPORATION ------------------ OFFICER SPECIAL SEVERANCE AGREEMENT ----------------------------------- THIS AGREEMENT, dated as of this 3 day of March, 1996, by and between Rogers Corporation, a Massachusetts corporation, (herein...Non-Compete Agreement • March 18th, 2005 • Rogers Corp • Plastic materials, synth resins & nonvulcan elastomers • Massachusetts
AGREEMENT AND PLAN OF MERGER by and among: ROGERS CORPORATION, a Massachusetts corporation; DUPONT DE NEMOURS, INC., a Delaware corporation; and CARDINALIS MERGER SUB, INC., a Delaware corporation Dated as of November 1, 2021Agreement and Plan of Merger • November 2nd, 2021 • Rogers Corp • Plastic materials, synth resins & nonvulcan elastomers • Delaware
This AGREEMENT AND PLAN OF MERGER (hereinafter called this “Agreement”), dated as of November 1, 2021, is entered into by and among Rogers Corporation, a Massachusetts corporation (the “Company”), DuPont de Nemours, Inc., a Delaware corporation (“Parent”) and Cardinalis Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub,” and together with Parent and the Company, the “Parties” and each, a “Party”).
ARTICLE 1 INTERPRETATIONSecurities Pledge Agreement • June 19th, 2008 • Rogers Corp • Plastic materials, synth resins & nonvulcan elastomers • Massachusetts
Exhibit 10.4 ROGERS CORPORATION 2005 EQUITY COMPENSATION PLAN NON-QUALIFIED STOCK OPTION AGREEMENT (For Officers and Employees) Pursuant to the Rogers Corporation 2005 Equity Compensation Plan (the "Plan"), Rogers Corporation (the "Company") hereby...Qualified Stock Option Agreement • April 29th, 2005 • Rogers Corp • Plastic materials, synth resins & nonvulcan elastomers • Massachusetts
R E C I T A L S ---------------Execution Copy • June 19th, 2008 • Rogers Corp • Plastic materials, synth resins & nonvulcan elastomers • Connecticut
Exhibit 10.3 ROGERS CORPORATION 2005 EQUITY COMPENSATION PLAN NON-QUALIFIED STOCK OPTION AGREEMENT (For Officers and Employees) Pursuant to the Rogers Corporation 2005 Equity Compensation Plan (the "Plan"), Rogers Corporation (the "Company") hereby...Qualified Stock Option Agreement • April 29th, 2005 • Rogers Corp • Plastic materials, synth resins & nonvulcan elastomers • Massachusetts
Exhibit 10s FORM OF 1991 SPECIAL SEVERANCE AGREEMENT [Rogers Corporation Letterhead] November 19, 1991 Dear __________: As you may know, Rogers Corporation (the "Company") maintains a severance policy for the benefit of certain of its employees. This...Special Severance Agreement • March 18th, 2005 • Rogers Corp • Plastic materials, synth resins & nonvulcan elastomers
Exhibit 10.6 ROGERS CORPORATION 2005 EQUITY COMPENSATION PLAN STOCK APPRECIATION RIGHT AGREEMENT Pursuant to the Rogers Corporation 2005 Equity Compensation Plan (the "Plan"), Rogers Corporation (the "Company") hereby grants to...Stock Appreciation Right Agreement • April 29th, 2005 • Rogers Corp • Plastic materials, synth resins & nonvulcan elastomers • Massachusetts
EXECUTION COPY 1 AMENDMENT NO. 2 --------------- TO MULTICURRENCY REVOLVING CREDIT AGREEMENT ------------------------------------------- AMENDMENT NO. 2 TO MULTICURRENCY REVOLVING CREDIT AGREEMENT (this "Amendment Agreement") dated as of June 17,...Multicurrency Revolving Credit Agreement • June 19th, 2008 • Rogers Corp • Plastic materials, synth resins & nonvulcan elastomers • Massachusetts
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • February 18th, 2011 • Rogers Corp • Plastic materials, synth resins & nonvulcan elastomers • New York
THIS PLEDGE AND SECURITY AGREEMENT (as the same may be amended, restated, supplemented or otherwise modified from time to time, this “Security Agreement”) is entered into as of November 23, 2010 by and among ROGERS CORPORATION, a Massachusetts corporation (the “Borrower”), the Subsidiaries of the Borrower listed on the signature pages hereto (together with the Borrower, the “Initial Grantors,” and together with any additional Material Domestic Subsidiaries, whether now existing or hereafter formed or acquired which become parties to this Security Agreement from time to time, in accordance with the terms of the Credit Agreement (as defined below), by executing a Supplement hereto in substantially the form of Annex I, the “Grantors”), and JPMORGAN CHASE BANK, N.A., a national banking association, in its capacity as administrative agent (the “Administrative Agent”) for itself and for the Secured Parties (as defined in the Credit Agreement identified below).
Exhibit 10.4 OFFICER SPECIAL SEVERANCE AGREEMENT ----------------------------------- This Officer Special Severance Agreement (this "Agreement"), made effective on December 17, 2008 (the "Effective Date"), between Rogers Corporation, a Massachusetts...Officer Special Severance Agreement • December 23rd, 2008 • Rogers Corp • Plastic materials, synth resins & nonvulcan elastomers • Massachusetts
ANDShareholder Rights Agreement • April 2nd, 2007 • Rogers Corp • Plastic materials, synth resins & nonvulcan elastomers • Massachusetts
GUARANTYGuaranty • February 18th, 2011 • Rogers Corp • Plastic materials, synth resins & nonvulcan elastomers • New York
THIS GUARANTY (as the same may be amended, restated, supplemented or otherwise modified from time to time, this “Guaranty”) is made as of November 23, 2010 by and among each of the Subsidiaries of Rogers Corporation (the “Borrower”) listed on the signature pages hereto (each an “Initial Guarantor”) and those additional Subsidiaries of the Borrower which become parties to this Guaranty by executing a supplement hereto (a “Guaranty Supplement”) in the form attached hereto as Annex I (such additional Subsidiaries, together with the Initial Guarantors, the “Guarantors”), in favor of JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”), for the benefit of the Secured Parties under the Credit Agreement described below. Unless otherwise defined herein, capitalized terms used herein and not defined herein shall have the meanings ascribed to such terms in the Credit Agreement.
ROGERS CORPORATION PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENTRogers Corporation • February 17th, 2021 • Rogers Corp • Plastic materials, synth resins & nonvulcan elastomers • Massachusetts
This Agreement entitles the Grantee to payment in the form of Shares based on the Performance Achievement Percentage (as calculated pursuant to Schedule A hereto) attained during the Performance Period and subject to the employment requirements set forth below. The target number of Shares subject to this Agreement is <shares_awarded> Shares (the “Target Shares”), subject to adjustment under Section 2.2 of the Plan. This Award is granted as of <award_date> (the “Grant Date”).
ROGERS CORPORATION PERFORMANCE-BASED RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • May 2nd, 2012 • Rogers Corp • Plastic materials, synth resins & nonvulcan elastomers • Massachusetts
Rogers Corporation (the “Company”) hereby grants to «First_Name» «Last_Name» (the “Grantee”) Restricted Stock Units under Section 8 of the Rogers Corporation 2009 Long-Term Equity Compensation Plan, as amended (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 «Company_Name» Shares (the “Target Shares”), subject to adjustment under Section 2.3 of the Plan. This Award is granted as of February 9, 2012 (the “Grant Date”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • December 22nd, 2014 • Rogers Corp • Plastic materials, synth resins & nonvulcan elastomers • Delaware
This STOCK PURCHASE AGREEMENT (this "Agreement") is made as of December 18, 2014, by and among Rogers Corporation, a Massachusetts corporation ("Buyer"), Bairnco Corporation, a Delaware corporation ("Seller"), and Handy & Harman Group Ltd., a Delaware corporation ("H&H Group"). Capitalized terms used and not otherwise defined herein have the meanings set forth in Article 10 hereof.
AGREEMENTAgreement • February 27th, 2023 • Rogers Corp • Plastic materials, synth resins & nonvulcan elastomers • Delaware
This Agreement (this “Agreement”) is made and entered into as of February 26, 2023 by and among Rogers Corporation (the “Company”) and the entities and natural persons set forth in the signature pages hereto (collectively, “Starboard”) (each of the Company and Starboard, a “Party” to this Agreement, and collectively, the “Parties”).
ContractNon-Qualified Stock Option Agreement • August 11th, 2006 • Rogers Corp • Plastic materials, synth resins & nonvulcan elastomers • Massachusetts
ROGERS CORPORATION NON-QUALIFIED STOCK OPTION AGREEMENT (For Officers, Employees, and Other Key Persons)Rogers Corporation • May 12th, 2006 • Rogers Corp • Plastic materials, synth resins & nonvulcan elastomers • Massachusetts
Pursuant to the Rogers Corporation 1998 Stock Incentive Plan (the “Plan”), Rogers Corporation (the “Company”) hereby grants to _______________________ (the “Employee” or the “Optionee”), a non-qualified stock option (the “Stock Option”) to purchase a maximum of __________ shares of capital stock of the Company (the “Capital Stock”) at the price of $ ________ per share, subject to the terms of this Agreement. The Stock Option is granted as of __________________ (the “Grant Date”).
AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • January 26th, 2015 • Rogers Corp • Plastic materials, synth resins & nonvulcan elastomers • Delaware
This Amendment No. 1 (this “Amendment”), dated as of January 22, 2015, to that certain Stock Purchase Agreement, dated as of December 18, 2014, by and among Rogers Corporation, a Massachusetts Corporation (“Buyer”), Handy & Harman Group Ltd., a Delaware corporation (“H&H Group”), and Bairnco Corporation, a Delaware corporation (“Bairnco”) (the “Purchase Agreement”), is entered into by and among Buyer, H&H Group and, as successor in interest to Bairnco, Bairnco, LLC, a Delaware limited liability company (“Seller”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Purchase Agreement.
ROGERS CORPORATION TIME-BASED RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • May 7th, 2012 • Rogers Corp • Plastic materials, synth resins & nonvulcan elastomers • Massachusetts
Rogers Corporation (the “Company”) hereby grants to Bruce Hoechner (the “Grantee”) 10,800 Restricted Stock Units (this “Award”). This award is not being granted under any shareholder approved equity compensation plan, and is intended to qualify as an “inducement award.” Notwithstanding the foregoing, this Time-Based Restricted Stock Unit Award Agreement (this “Agreement”) shall be construed and administered in accordance with the Rogers Corporation 2009 Long-Term Equity Compensation Plan (the “Plan”), the terms of which are hereby incorporated by reference, including but not limited to the provisions with respect to the powers of the Compensation and Organization Committee (the “Committee”) to interpret this Agreement and adjust the terms of this Agreement. This Agreement entitles the Grantee to payment in the form of Shares upon satisfying the vesting conditions described in Section 2 below. This Award is granted as of October 3, 2011 (the “Grant Date”).
ROGERS CORPORATION NON-QUALIFIED STOCK OPTION AGREEMENT (For Officers and Employees)Rogers Corporation • November 3rd, 2009 • Rogers Corp • Plastic materials, synth resins & nonvulcan elastomers • Massachusetts
Pursuant to the Rogers Corporation 2009 Long-Term Equity Compensation Plan (the “Plan”), Rogers Corporation (the “Company”) hereby grants to ______________ (the “Optionee”) a non-qualified stock option (this “Stock Option”) to purchase a maximum of ________ shares of (capital) common stock of the Company (the “Capital Stock”) at the price of $___________ per share, subject to the terms of this agreement (this “Agreement”). This Stock Option is granted as of _________________ (the “Grant Date”).
GUARANTYGuaranty • March 18th, 2005 • Rogers Corp • Plastic materials, synth resins & nonvulcan elastomers • Massachusetts
