GENERAL RELEASE AND SETTLEMENT AGREEMENT

This General Release and Settlement Agreement (hereinafter "Agreement") is made as of the “Effective Date” (as defined in Section 6(f) below) by and between Michael Bessette (hereinafter "Bessette") and ROGERS CORPORATION (hereinafter "Rogers").  The purpose of this Agreement is to fully and finally dispose of all issues regarding Bessette’s employment and separation from employment with Rogers as described below.

 

6.           By accepting the terms of this Agreement, Bessette, for himself, his heirs, executors and administrators, releases and forever discharges the Released Parties of and from any and all liability in manner of suits, claims, charges or demands whatsoever, whether in law or in equity, under federal, state and municipal constitutions, statutes, charters, regulations and common law, including, but not limited to, the Family and Medical Leave Act under Federal and State laws, discrimination or retaliation claims under any fair employment practices law, including, without limitation, the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § 621 et seq. (the "ADEA"), Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000 et seq., the Employee Retirement Income Security Act of 1974, 29 U.S.C. § 1001 et seq., the Americans with Disabilities Act, 42 U.S.C. §  12101 et seq., the Arizona Civil Rights Act, Ariz. Stat. §§ 41-1401, et seq.; any and all claims for violation of any public policy having any bearing whatsoever on the terms or conditions of Bessette’s employment or cessation of employment by Rogers; all claims for relief or other benefits under any federal, state, or local statute, ordinance, regulation, rule of decision, or principle of common law, all claims that the Released Parties engaged in conduct prohibited on any basis under any federal, state, or local statute, ordinance, regulation, rule of decision, or principle of common law, and all claims against the Released Parties, whether in contract, expressed or implied, or in tort, including, but not limited to, breach of covenant of good faith and fair dealing, breach of contract - expressed or implied, defamation, slander, the tortious or wrongful discharge from employment, claims for outplacement services, the intentional or negligent infliction of emotional or mental distress, claims of inducement, promissory estoppel, collateral estoppel, fraud, misrepresentation - negligent or intentional, and including any claims for attorneys' fees or costs.  This is a good and final release of all claims of every nature and kind whatsoever, and, by this Agreement, Bessette releases the Released Parties from all claims that are known and unknown, suspected and unsuspected, arising out of his employment and separation from employment with Rogers, except for claims for unemployment or workers’ compensation, unpaid wages and retirement benefits (e.g., 401(k) and pension benefits).

The term “Released Parties” used  immediately above means Rogers, all of its related companies, subsidiaries and affiliates, their successors and assigns, and all of its and their present, former and future officers, representatives, agents or employees.

Rogers, on behalf of itself and all of its related companies, subsidiaries and affiliates, their successors and assigns releases Bessette, his heirs and assigns from any and all liability in manner of suits, claims, charges or demands whatsoever, whether in law or in equity, under federal, state and municipal constitutions, statutes, charters, regulations and common law with respect to all acts or omissions taken or not taken, as the case may be, by him in good faith in the reasonable belief such acts or omissions were in the best interest of Rogers and its shareholders.

Bessette acknowledges that certain states provide that a general release of claims does not extend to claims which the person executing the release does not know or suspect to exist in his favor at the time of executing the release which, if known by him, may have materially affected his entering the release of claims.  Being aware that such statutory protection may be available to him, Bessette expressly, voluntarily and knowingly waives any arguable benefit or protection of any such statute in executing this Agreement, known or unknown.

Bessette acknowledges and understands that the release of claims under the ADEA is subject to special waiver protections under 29 U.S.C. § 626(f).  In accordance with that section, Bessette specifically agrees that he is knowingly and voluntarily releasing and waiving any rights or claims of discrimination under the ADEA.  In particular, he acknowledges that he understands the following:

 

Susan Flanigan

U.S. Director of Human Resources

Rogers Corporation

PO Box 188

Rogers, CT    ###-###-####

 

 

7.           Bessette agrees that by this Agreement, he is expressly waiving his right to bring or pursue any judicial action, any administrative agency or action, any contractual action, any statutory action or procedure or any other action which he could have brought with respect to any matter arising from his employment with Rogers and separation therefrom with Rogers, provided, however, that this Agreement shall not preclude Bessette from seeking unemployment compensation or workers’ compensation benefits, nor shall it constitute a waiver with respect to any claims he may have for retirement benefits (e.g., 401(k) and pension benefits).  Bessette also agrees that by entering into this Agreement, he is waiving any right he may have to seek or accept damages or relief of any kind with respect to the claims released by this Agreement or by reason of termination of his employment.

8.           Bessette agrees to abide in full with the terms of his Employment Agreement with Rogers, dated August 4, 1976, which is specifically incorporated herein as terms of this Agreement.

9.           Once all major project work for Rogers has been completed, Bessette agrees to return promptly all Rogers’ property in his possession including, but not limited to, credit cards, keys, company files and internal documents, and any office/computer equipment which has been available for his personal use.

 
 

10.           This Agreement may be used as evidence in a subsequent proceeding in which any of the parties allege a breach of this Agreement.

11.           Bessette understands that regardless of whether he enters into this Agreement, he will be paid for all earned but unpaid wages as of his termination date, all accrued but unused vacation and will be classified under severance continuation status and receive four (4) weeks of Basic Severance Pay and benefits as provided for in the Rogers Severance Policy (“Continuing Benefits”) during the Basic Severance Pay Period.  He will also be eligible for those benefits, payments and awards outlined in his April 9, 2012, Termination  Letter which are payable without regard to whether this Agreement is signed .

12.           In consideration of entering into this Agreement, following the Effective Date, Rogers will provide the following additional consideration for the satisfactory fulfillment by Bessette of the promises contained in Sections (6), (7), (8), (9), (10), (11), (12), (13)  and (14) of this Agreement:

(a)           additional Severance Pay of 90 weeks of pay (54 weeks in accordance with our standard Severance Policy and a supplemental 36 weeks of pay ) which is paid in bi-weekly amounts from the end of the Basic Severance Pay Period, as well as continuing benefits during the entire severance period in accordance with the appropriate laws and policies and as outlined under the section “Benefit End Dates” in the Termination Letter;

(b)           six (6) months of outplacement consulting services which begin only after the Release is signed and received;

(c)           Time Based Restricted Stock:  You will receive your full payout following the third anniversary of the grant which is May 12, 2014.

(d)           a Lump Sum Payment of $6000 which is subject to appropriate tax and withholding and will be paid along with a severance payment.

13.           Bessette has carefully read this Agreement and fully understands its contents and significance, and he acknowledges that he has not relied upon any representation or statement, written or oral, not set forth in this document.  He fully understands that this Agreement constitutes a waiver of all rights available under federal and state statutes, municipal charter and common law, with regard to any matter related to his employment with Rogers, and separation therefrom with Rogers.

14.           Bessette agrees not to disclose the contents of the provisions of this Agreement, its terms or conditions or the circumstances that resulted in or followed Bessette’s separation from employment, to any party, excluding immediate family, except as required by law or as is reasonably necessary for purposes of securing counsel from his attorney, accountant or financial adviser.  Bessette and Rogers both agree not to make any statement, publicly or privately, written or verbal, to any third parties which may disparage or injure the goodwill, reputation and business standing of you or the Company.  In the event of any violation of this provision, and the Agreement, either party may seek all appropriate legal and equitable relief.  Nothing in this Section 14 is intended to impose restrictions on either party beyond those that are permitted by law.

15.           This Agreement represents the complete understanding of the parties and no other promises, or agreements, shall be binding or shall modify this Agreement, unless in writing, signed by these parties.

16.           If  this  Agreement is postmarked after the expiration of the seven (7)  day revocation period (referred to in section 6e) then, and if Rogers agrees to accept the signed agreement, you will receive your severance but benefits and outplacement will not be extended after the basic severance period.

17.           Bessette agrees that the terms of this Agreement shall be interpreted in accordance with the laws of the State of Arizona.

18.           If any term or provision of this Agreement, or any application thereof to any circumstances, is declared invalid, in whole or in part, or otherwise unenforceable, such term or provision or application shall be deemed to have been modified to the minimum extent necessary for it to be enforceable, and shall not affect other terms or provisions or applications of this Agreement.

 

 

 

 

	/s/ Michael Bessette
Initial all pages.  Sign last	Michael Bessette
page.  Return all pages
of both originals in the	____________________
envelope provided.	Date
	/s/ Susan P. Flanigan
	By: _________________
	Susan P. Flanigan
	Its U.S. Director of Human Resources
	____________________
	Date

 

 

 

 

 

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Your Health Care FSA will continue through April 24, 2012.  If you choose to extend your FSA benefit through your severance period, you must contact Rogers to continue the deduction(s) by March 13, 2012.

·

Since you have Supplemental Term Life Insurance, your deductions will continue throughout your severance period for as long as you continue to participate in the plan.  In the event you wish to convert your Supplemental Insurance or your current Standard Term Life Insurance to a whole life policy, you will need to contact your location HR representative to request a completed Standard Portability Application and Conversion form.  You are then responsible for completing your portion of the Portability Application and Conversion form and returning them, with payment, to the address indicated in the booklet within 31 days of your last date paid.  Your current Life coverage amounts are:

Basic Group Term Life Insurance                                                      $793,000.00

Supplemental Life                                                                   $200,000.00

 

Global Stock Ownership Plan:

To be eligible to purchase stock at the end of an offering period, you must participate in the plan during the entire offering period.  Your right to purchase common stock under this plan ends on June 30, 2012.

Since your paid through date extends beyond the current offering period, you have the following options:

·

You may continue to participate in the plan through the last day of the current offering period, or

·

You may elect to discontinue participation at any time during the current offering period and receive a refund of deductions taken during this offering period.  To do so, you must contact your location HR Representative.

You have the option of leaving stock purchased prior to the current offering period in your Wells Fargo Shareowner Services account, or removing it.  To access your account call the interactive telephone system at ###-###-####, or log on to http://www.shareowneronline.com

Pension:

You will continue to accrue credited service in the pension plan until April 24, 2012.  Please contact Prudential Retirement at ###-###-#### for pension information.

You will be eligible to receive a lump sum payment from the non-qualified Amended and Restated Pension Restoration Plan. The value is going to be slightly higher than the $451,432 amount you were given due to the change in your last day worked to March 9, 2012.  John Packard will provide you with a final calculation based on the last day worked of March 9, 2012.  Your payment will be made six months and one day from your last day worked (September 10, 2012).

Due to the overpayment of Fed MED/EE tax paid in January 2012, you will be provided with a Lump Sum payment of $600 which will be direct deposited along with your severance pay.  This will be paid after the signed General Release has been returned.

Deferred Compensation:

You will be entitled to receive your deferred compensation and bonus amounts, along with appropriate interest and Company match in accordance with the Voluntary Deferred Compensation Plan for Key Employees, as amended.  If you have questions, please contact     Bob Soffer at ###-###-####.

Retiree Medical:

You will become eligible for a retirement medical benefit from Rogers Corporation because you  will turn 60 during your period of severance. If during your time of severance you wish to retire, you must contact Prudential to initiate your final pension calculation. You must also notify Rogers Corporation of your intent to retire using the enclosed Notification of Intent to Retire Form.

If you begin to receive a monthly pension check before your period of severance ends, you are eligible to receive retiree medical coverage.  Once retirees and/or their eligible dependents reach age 65, Rogers offers a Medicare Supplement Plan, Anthem Blue Cross and Blue Shield Group Plan F and Blue MedicareRx plan.  This is a generous plan that provides you with a Medicare (Part A and Part B) supplementary benefit that covers deductibles and coinsurance for all Medicare approved services and a Prescription (Part D) plan with a formulary and co-payments of $15 generic/$30 brand drugs/non-preferred brand drugs plus catastrophic coverage benefits.  Please be sure to enroll in Medicare Part B at age 65.  Another important feature that might interest you is that you may elect to continue in the Rogers’ Medicare Supplement Plan beyond age 70 by paying the group rate premium.

 

 

Your monthly contribution toward your retiree medical insurance will be automatically deducted from your pension check.  While these rates do not apply to you, they provide you with the information which applies to retirees in 2012 and is based on the plan chosen:

 

Medical plan options and costs for future years will be communicated during the annual open enrollment period.

If you do not begin to receive a monthly pension check before your period of severance ends you will be considered a vested terminee eligible for a pension benefit to be paid at a later date.  Your medical coverage will end at the end of your period of severance, on your last date paid and you will not be eligible for retiree medical benefits.

If you have any questions about this benefit, please call our Corporate Benefits department at ###-###-####.

Please read your stock option agreement(s) and any amendment(s) carefully.  Pay particular attention to the sections referencing termination of employment (for any other reason than death, disability or retirement), vesting, exercisability, and if applicable when the related shares can be sold.  In general, most stock options are exercisable in one-third increments on the second, third and fourth anniversary dates of the grant date.  You may exercise your vested stock options for a period of three months from your last day worked.  If you agree to sign the General Release and Settlement Agreement, you may exercise any outstanding and vested stock options through your initial severance period of 58 weeks. After this extension period has expired, any remaining stock options will be cancelled.

However, should you choose to retire at the end of your severance period and you notify Rogers ahead of the expiration of your exercise period noted above (which you have done), your options will continue to vest as if you were an employee.  At the time you retire, all of your options would fully vest and be exercisable for the lesser of the original expiration date, or five years from your termination date of 3/9/12, whichever is earlier.

To exercise your stock options, contact Charles Schwab & Co. at ###-###-#### (Participant Services) or log on to https://optioncenter.schwab.com.

If you have any questions about your stock options, please call the Office of the Corporate Secretary at ###-###-####.

Time-Based Restricted Stock Unit Award:

According to your Award Agreement, your unvested Time-Based Restricted Stock Units will be forfeited.  However, an exception has been approved by the Board of Directors.  If you agree to sign the General Release and Settlement Agreement, you will receive a payout for 3/3rds of all shares after the third anniversary of the Grant Date of May 12, 2014, has passed.  Applicable taxes, if any, will be deducted.