As filed with the Securities and Exchange Commission on October 18, 1996
Registration Statement No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_________________________
Rogers Corporation
(Exact name of Registrant as specified in its charter)
Massachusetts 06-0513860
(State or other jurisdiction of incorporation or (I.R.S. Employer
organization) Identification Number)
One Technology Drive, P.O. Box 188
Rogers, Connecticut 06263-0188
(860) 774-9605
(Address, including zip code, and telephone number, including area
code, of Registrant's principal executive offices)
ROGERS CORPORATION 1990 STOCK OPTION PLAN
(Full Title of the Plan)
____________________________
Robert M. Soffer, Treasurer
Rogers Corporation
One Technology Drive, P.O. Box 188
Rogers, Connecticut 06263-0188
(860) 774-9605
(Name, address, including zip code, and telephone number, including
area code, of
agent for service)
____________________________
With copies to:
John J. Cleary, P.C.
Goodwin, Procter & Hoar llp
Exchange Place
Boston, Massachusetts 02109-2881
(617) 570-1000
_____________________________
CALCULATION OF REGISTRATION FEE
Title of Each Proposed Proposed
Class of Maximum Maximum Amount of
Securities Amount to be Offering Aggregate Registration
Being Registered Price Per Offering Fee
Registered (1) Share (2) Price (2)
Capital
Stock, par 750,000 $25.88 $19,410,000.00 $5,881.82
value $1.00 shares
per share.
(1) Plus such additional number of shares as may be issued pursuant to
the 1990 Stock Option Plan in the event of a stock dividend, stock
split, reverse stock split, recapitalization or other similar
event.
(2) This estimate is made solely for the purpose of determining the
amount of the registration fee and is based upon the average of
the high and low prices of the Registrant's Capital Stock on
October 15, 1996.
<Page 1>
This Registration Statement relates to 750,000 shares of the
Capital Stock, par value $1.00 per share, of Rogers Corporation (the
"Registrant") representing those additional shares under the Rogers
Corporation 1990 Stock Option Plan (the "1990 Plan") which may be
issued pursuant to an amendment to the 1990 Plan adopted by the Board
of Directors of the Registrant on October 17, 1996, which increased the
size of the 1990 Plan from 620,000 shares (after adjustment for a 2 for
1 stock split in July of 1995) to 1,370,000 shares. Pursuant to
Instruction E to Form S-8 regarding the registration of additional
securities of the same class under an employee benefit plan for which a
registration statement filed on Form S-8 is effective, all items have
been omitted from this Registration Statement other than the facing
page; statements that the contents of the earlier registration
statements pertaining to the 1990 Plan, identified by file number, and
certain other filings are incorporated by reference; required opinions
and consents; the signature page; and information required in this
Registration Statement that was not in the earlier registration
statements.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The Registrant hereby incorporates by reference the following
documents, which have been previously filed with the Securities and
Exchange Commission (the "Commission").
(a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1995.
(b) The Registrant's Quarterly Reports on Form 10-Q for the
fiscal quarters ended March 31, 1996 and June 30, 1996.
(c) The Registrant's Registration Statement on Form S-8, dated
June 14, 1993, as filed with the Commission on June 14, 1993, File
No. 33-64314, pursuant to Section 12(g) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act").
(d) The Registrant's Registration Statement on Form S-8, dated
November 21, 1991, as filed with the Commission on November 21,
1991, File No. 33-44087, pursuant to Section 12(g) of the Exchange
Act.
(e) The Registrant's Registration Statement on Form S-8, dated
February 11, 1991, as filed with the Commission on February 11,
1991, File No. 33-38920, pursuant to Section 12(g) of the
Exchange Act.
(f) The description of the Registrant's Capital Stock contained
in the Registrant's Registration Statement on Form 10 filed
pursuant to Section 12 of the Exchange Act, including any
amendment or report filed for the purpose of updating such
description.
In addition, all documents subsequently filed with the Commission
by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Exchange Act prior to the filing of a post-effective amendment
which indicates that all securities offered hereunder have been sold or
which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing of such documents.
< Page 2>
Item 8. Exhibits.
The following is a complete list of exhibits filed or incorporated
by reference as part of this Registration Statement.
Exhibit No.
5.1 Opinion of Goodwin, Procter & Hoar llp as to the legality of
the securities being registered.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Goodwin, Procter & Hoar llp (included in Exhibit 5.1
hereto).
24.1 Power of Attorney (included on signature page of this
Registration Statement).
99.1 Rogers Corporation 1990 Stock Option Plan, as amended and
restated.
<Page 3>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended (the "Securities Act"), the Registrant certifies that it has
reasonable grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized,
in Old Saybrook, Connecticut on this 17th day of October, 1996.
ROGERS CORPORATION
By:/s/ Harry H. Birkenruth
Harry H. Birkenruth
President and Chief
Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
Harry H. Birkenruth and Robert M. Soffer, and each of them, his or her
true and lawful attorney-in-fact and agent, with full power of
substitution, for him or her and in his or her name, place and stead,
in any and all capacities to sign any and all amendments or post-
effective amendments to this Registration Statement, and to file the
same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent full power and authority to do and
perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent or his substitute, may lawfully do
or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed below by the following persons
in the capacities and on the date indicated.
Signature Capacity Date
/s/ Harry H. Birkenruth President, October 17, 1996
Harry H. Birkenruth Chief Executive
Officer, Director
/s/ Donald F. O'Leary Corporate Controller October 17, 1996
Donald F. O'Leary (Principal Financial and
Accounting Officer)
/s/ Leonid V. Azaroff Director October 17, 1996
Leonid V. Azaroff
/s/ Leonard M. Baker Director October 17, 1996
Leonard M. Baker
<Page S-1>
/s/ Wallace Barnes Director October 17, 1996
Wallace Barnes
/s/ Mildred S. Dresselhaus Director October 17, 1996
Mildred S. Dresselhaus
/s/ Donald J. Harper Director October 17, 1996
Donald J. Harper
/s/ Gregory B. Howey Director October 17, 1996
Gregory B. Howey
/s/ Leonard R. Jaskol Director October 17, 1996
Leonard R. Jaskol
/s/ William E. Mitchell Director October 17, 1996
William E. Mitchell
<Page S-2>
EXHIBIT INDEX
Exhibit No. Description
5.1 Opinion of Goodwin, Procter & Hoar llp as to the legality of
the securities being registered.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Goodwin, Procter & Hoar llp (included in Exhibit 5.1
hereto).
24.1 Power of Attorney (included on signature page of this
Registration Statement).
99.1 Rogers Corporation 1990 Stock Option Plan, as amended and
restated.
<PAGE>
Exhibit 5.1
Goodwin, Procter & Hoar LLP
Exchange Place
Boston, MA 02109-2881
October 18, 1996
Rogers Corporation
One Technology Drive
P.O. Box 188
Rogers, CT 06263-0188
Re: Rogers Corporation 1990 Stock Option Plan
Ladies and Gentlemen:
This opinion is delivered in our capacity as counsel to Rogers
Corporation (the "Company") in connection with the preparation and
filing with the Securities and Exchange Commission under the Securities
Act of 1933, as amended (the "Securities Act"), of a Registration
Statement on Form S-8 (the "Registration Statement") relating to
750,000 shares of the Company's capital stock, par value $1.00 per
share (the "Registered Shares"), which may be issued pursuant to the
Rogers Corporation 1990 Stock Option Plan (the "Plan").
As counsel for the Company, we have examined a copy of the Plan,
the Registration Statement, and the Company's Articles of Organization
and By-laws, each as amended to date and presently in effect, such
records of the corporate proceedings of the Company as deemed to be
material and such other certificates, receipts, records, and other
documents as we have deemed necessary or appropriate for the purposes
of this opinion.
We are attorneys admitted to practice in the Commonwealth of
Massachusetts. We express no opinion concerning the laws of any
jurisdictions other than the laws of the United States of America and
the Commonwealth of Massachusetts.
Based on the foregoing, we are of the opinion that, when the
Registered Shares are sold and paid for pursuant to the terms of the
Plan, the Registered Shares will be duly authorized, validly issued,
fully paid and non-assessable shares of the Company's capital stock.
The foregoing assumes that all requisite steps will be taken to
comply with the requirements of the Securities Act and applicable
requirements of state laws regulating the offer and sale of securities.
We hereby consent to being named as counsel to the Company in the
Registration Statement and to the inclusion of this opinion as an
exhibit to the Registration Statement.
Very truly yours,
GOODWIN, PROCTER & HOAR LLP
322805.cl
<PAGE>
Exhibit 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration
Statement (Form S-8 No. 333-00000) pertaining to the 1990 Stock Option
Plan of Rogers Corporation, of our reports dated February 6, 1996 with
respect to the consolidated financial statements of Rogers Corporation
incorporated by reference, and March 22, 1996 with respect to the
schedule of Rogers Corporation included, in its Annual Report (Form 10-
K) for the year ended December 31, 1995, filed with the Securities and
Exchange Commission.
ERNST & YOUNG LLP
Providence, Rhode Island
October 16, 1996
<PAGE>
Exhibit 99.1
ROGERS CORPORATION
1990 STOCK OPTION PLAN
Restatement No. 3
1. Purpose. The purpose of the Rogers Corporation 1990 Stock
Option Plan (the "Plan") is to advance the interests of Rogers
Corporation (the "Company") and its shareholders by providing selected
Key Employees with an incentive to achieve superior performance, by
encouraging them to take an equity interest in the success of the
Company through Stock ownership, and by enabling the Company to attract
and retain the services of Key Employees upon whose judgment, interest,
and special effort the successful conduct and profitability of its
operations are largely dependent. It is intended that this purpose
will be effected by granting nonqualified stock options pursuant to
this Plan upon the recommendation of the President and the approval of
the Compensation and Organization Committee (the "Committee") of the
Board of Directors of the Company (the "Board"). Each member of the
Committee shall be a "non-employee director" within the meaning of Rule
16b-3(b)(3)(i) of the Securities Exchange Act of 1934, as amended.
2. Effective Date. The original effective date of this Plan is
September 13, 1990, the date it was duly adopted by the Board. Whereas
the Board has retained the power to amend the Plan from time to time
pursuant to the provisions of Section 12 of the Plan, the Plan was
restated in its entirety effective November 6, 1991 and effective
February 2, 1993 and is hereby again restated effective October 17,
1996.
3. Stock Subject to the Plan. The shares that may be made
subject to Options under this Plan shall not exceed in the aggregate
1,370,000 shares of Stock. The shares to be delivered upon exercise of
an Option granted under the Plan may consist, in whole or in part, of
authorized but unissued Stock or treasury Stock not reserved for any
other purpose. Any shares of Stock subject to an Option that for any
reason terminates, expires, or lapses unexercised with respect to
shares, and any shares purchased pursuant to an Option and subsequently
repurchased by the Company pursuant to the terms of the Option, shall
again be available for the grant of an Option.
4. Administration. This Plan shall be administered by the
Committee. The Committee is authorized to approve or disapprove Option
grants recommended by the President, to interpret the Plan, to
prescribe, amend, and rescind rules and regulations relating to the
Plan, to provide for conditions and assurances deemed necessary or
advisable to protect the interests of the Company, to determine and/or
accelerate the exercisability or vesting of all or any portion of any
Option grant, and to make all other determinations necessary or
advisable for the administration of the Plan, but only to the extent
not contrary to the express provisions of the Plan. All
determinations, interpretations, decisions and selections made by the
Committee pursuant to this Plan shall be made by vote of a majority of
the Committee present at a meeting at which a majority of members is
present or by the unanimous written
<PAGE>
consent of the members of the Committee. Determinations,
interpretations, or other actions made or taken by the Committee
pursuant to the provisions of the Plan shall be final, binding and
conclusive for all proposes and upon all persons whomsoever.
5. Eligible Participants. Options may be granted to and Stock
may be purchased by those Key Employees who are in a position to
contribute materially to the Company's continued growth and development
and to its long term financial success and who are recommended by the
President and approved by the Committee. In addition, Options may be
granted to and Stock may be purchased by former Employees (including
individuals who are receiving payments under the Company's severance
policy) and beneficiaries of deceased Employees, but in either case
only in consideration of the cancellation of outstanding options under
the Rogers Corporation 1988 Stock Option Plan (the "1988 Plan") held by
such individual, provided that any such grant shall be for a number of
shares equal to the number of shares subject to the 1988 Plan options
being surrendered. The Committee may also, in its discretion, grant
Options to any employee of a Designated Entity in consideration of the
individual's surrender of or in replacement of an equal number of
Options under this Plan and/or options under the 1988 Plan and/or the
Rogers Corporation Incentive Stock Option Plan (1979), and shall
designate the terms and conditions of any Options so granted, including
the exercise schedule, expiration date and option price for such
Options, provided, however, that such Options shall expire no later
than the second anniversary of the date of the spinoff or other
divestiture of the applicable Designated Entity. Options may also be
granted, under such terms and conditions as the Committee deems
appropriate, to former employees of the Circuit Components Division of
the Company in order to treat such employees in a manner similar to
employees of a Designated Entity.
6. Duration of the Plan. The Plan shall remain in effect,
unless terminated earlier pursuant to Section 12, until all Stock
subject to it shall have been purchased or acquired pursuant to the
provisions hereof. Thereafter, no Options may be granted hereunder.
7. Terms and Conditions of Options. Options granted under this
Plan shall be evidenced by agreements in such form and containing such
terms and conditions as the Committee shall determine; provided
however, that such agreements shall evidence among their terms and
conditions the following:
(a) Option Price. The purchase price per share of Stock payable
upon the exercise of each Option granted pursuant to the Plan
shall have an Option price that is at least equal to 50% of the
fair market value per share of the Stock on the date the Option is
granted. The fair market value of Stock on any date means the
mean of the highest and lowest selling prices for Stock as quoted
in the American Stock Exchange Composite Transactions in The Wall
Street Journal on the business day most immediately preceding the
date of valuation on which such selling Prices for stock are
quoted and available ("Fair Market Value").
(b) Number of Shares. Each Option agreement shall specify the
number of shares of Stock to which it pertains.
<PAGE>
(c) Exercisability. Each Option granted pursuant to the Plan
shall be exercisable for the full amount or for any part thereof
and at such intervals or in such installments as the Committee may
determine at the time it grants such Option. Each Option shall
expire at such time as the Committee shall determine at the time
it is granted; provided however, that no Option shall be
exercisable later than ten (10) years from the date of grant of
the Option.
(d) Notice of Exercise and Payment. An Option shall be
exercisable only by delivery of a written notice to the Company's
Treasurer or any other officer of the Company designated by the
Committee to accept such notices on its behalf, specifying the
number of shares for which it is being exercised. The purchase
price of Stock upon exercise of any option shall be paid in full
by one or more of the following methods as provided in the Option
agreement: either (i) in cash or by check, (ii) in shares of
Stock held for a minimum of six months valued at its Fair Market
Value on the date of exercise, or (iii) by the Optionee delivering
to the Company a properly executed exercise notice together with
irrevocable instructions to a broker to promptly deliver to the
Company cash or a check payable and acceptable to the Company to
pay the purchase price; provided that the Optionee and the broker
shall comply with such procedures and enter into such agreements
of indemnity and other agreements as the Committee shall prescribe
as a condition of such payment procedure.
(e) Withholding Taxes, Delivery of Shares. The Company's
obligation to deliver shares upon exercise of an Option, in whole
or in part, shall be subject to the Optionee's satisfaction of all
applicable federal, state and local income and employment tax
withholding obligations. The Optionee may satisfy the
obligation(s), in whole or in part, by electing (i) to make a cash
payment to the Company, (ii) to have the Company withhold shares
or, (iii) to deliver to the Company already-owned shares of Stock,
having a value equal to the amount required to be withheld. The
value of shares to be withheld or of delivered shares shall be
based on the Fair Market Value of a share of Stock on the date the
amount of tax to be withheld is to be determined (the "Tax Date").
The Optionee's election to have shares withheld for this purpose
will be subject to the following restrictions: (1) the election
must be made prior to the Tax Date, (2) the election must be
irrevocable, and (3) the election will be subject to the
disapproval of the Committee.
(f) Nontransferability. Subject to the approval of the
Committee, an Optionee may transfer an Option to a family member,
trust, or charitable organization to the extent permitted by
applicable law, provided that the transferee agrees in writing
with the Company to be bound by all of the terms and conditions of
such Option and this Plan. Except as permitted in the preceding
sentence, Options granted pursuant to the Plan shall not be
transferable otherwise than by will or the laws of descent and
distribution, and each Option shall be exercisable during the
Optionee's lifetime only by the Optionee.
(g) Restrictions on Transfer of Shares. If at the time shares of
Stock are acquired on exercise of an Option those shares are not
effectively registered under the Securities
<PAGE>
Act of 1933, as amended, the Optionee shall include with his or
her exercise notice a letter, in form and substance satisfactory
to the Company, confirming that the shares are being acquired for
the Optionee's own account for investment and not with a view to
distribution. In addition, the Committee shall impose such
restrictions on any shares of Stock acquired pursuant to the
exercise of an Option as it may deem advisable, including, without
limitation, restrictions under applicable federal securities laws,
under the requirements of any stock exchange upon which such
shares of Stock are then listed and under any blue sky or state
securities laws applicable to such shares.
(h) Termination of Employment. Unless otherwise specified by the
Committee at the time of grant, each Option agreement shall
contain provisions for the termination of the Option if the
Optionee for any reason incurs a Termination of Employment no more
favorable to the Optionee than the following:
(i) Disability or Retirement: in the event of an
Optionee's Termination of Employment by reason of Retirement
or Disability (within the meaning of Code Section 22(e)(3)),
any outstanding Option held by such Optionee shall become
immediately vested and exercisable in full and may thereafter
be exercised for a period of five (5) years from the date of
such Termination of Employment or until the tenth anniversary
of the date of grant, if earlier;
(ii) Death: in the event of an Optionee's Termination
of Employment by reason of death, any outstanding Option held
by such Optionee shall become immediately vested and
exercisable in full and may thereafter be exercised by the
Optionee's beneficiary for a period of five (5) years from
the date of death or until the tenth anniversary of the date
of grant, if earlier;
(iii) Termination other than Death, Disability or
Retirement: in the event of an Optionee's Termination of
Employment for any reason other than death, disability, or
Retirement, any outstanding Option held by such Optionee, to
the extent exercisable on the date of such Termination of
Employment, may be exercised at any time within the three (3)
month period after such Termination of Employment, or during
the period prior to the expiration date of the Option,
whichever period is shorter;
provided, however, that (1) the Committee may provide specifically
in an Option agreement for such other period of time during which
an Optionee may exercise an Option after Termination of Employment
as the Committee may approve, subject to the overriding limitation
that no Option may be exercised to any extent by anyone after the
date of expiration of the Option, and (2) the Committee may, in
its discretion, designate certain employees of any Designated
Entity such that any Options held by such employees will continue
to be treated as Options held by an active Employee as long as
such employee continues to be employed by the Designated Entity;
provided, however, that any Options held by such individuals shall
expire no later than the second anniversary of the spinoff or
other divestiture of the applicable Designated Entity.
<PAGE>
(i) Rights as Shareholder. No Optionee shall have any rights as
a shareholder with respect to shares of Stock covered by an Option
until the date of issuance of a stock certificate for such shares.
Except as provided in Section 8, no adjustment shall be made for
dividends or other rights, the record date for which is prior to
the date of issuance of such certificate.
8. Stock Dividends; Stock Splits; Stock Combinations;
Recapitalizations. In the event of any change in the outstanding
shares of Stock that occurs after approval of the Plan by the Board by
reason of a Stock dividend or split, recapitalization, merger,
consolidation, combination, exchange of shares, or other similar
corporate change as to which the Company is a surviving corporation,
the aggregate number of shares of Stock that thereafter may be optioned
and sold under this Plan and the number, kind and Option price of
shares subject to each then outstanding Option, shall be adjusted
appropriately by the Committee, whose determination shall be
conclusive; provided, however, that fractional shares shall be rounded
to the nearest whole share. Upon a determination by the Board that an
event has occurred that will or is likely to result in a merger or a
similar reorganization which the Company will not survive or a sale of
all or substantially all of the assets of the Company (a "Cessation
Event"), the unexercised portion of all outstanding Options shall
become exercisable in full immediately (or as of the date which is 180
days preceding such Cessation Event, if later than such determination).
The occurrence of a Cessation Event shall cause every Option
outstanding hereunder to terminate, to the extent not then exercised,
unless any surviving entity agrees to assume the obligations hereunder.
9. Definitions. Whenever used herein, the following terms shall
have their respective meanings set forth below:
(a) "Code" means the Internal Revenue Code of 1986, as
amended from time to time and regulations thereunder.
(b) "Designated Entity" means any Subsidiary, division or
other identifiable business operation of the Company which is spun-
off or otherwise divested by the Company and which is designated
as such by the Committee for purposes of this Plan. Any such
designation, and all references to the Designated Entity, shall
include the successor entity with respect to such business
operation.
(c) "Employee" means a regular salaried employee of the
Company, its Parent, if any, and/or its Subsidiaries, or any
branch or division thereof; "Key Employee" means an executive,
administrative, management, technical or other similar
professional Employee who is determined by the Committee to be
eligible to receive Options under this Plan.
(d) "Employment" means an individual's status as an
employee, within the meaning of Code Section 3401(c), of the
Company, or any Parent or Subsidiary, whichever is applicable;
"Termination of Employment" means termination of the individual's
Employment. With respect to an employee of a Designated Entity,
<PAGE>
"Employment" means an individual's status as an employee, within
the meaning of Code Section 3401(c), of the Designated Entity and
"Termination of Employment" means termination of the individual's
employment with the Designated Entity.
(e) "Option" means the right to purchase Stock granted
pursuant to this Plan at a stated price for a specified period of
time. Options granted hereunder shall be nonstatutory stock
options that are not intended to satisfy the requirements of Code
Section 422.
(f) "Optionee" means any individual to whom an Option is
granted under this Plan.
(g) "Parent" means a parent (if any) of the Company as
defined in Code Section 424(e).
(h) "President" means the President of Rogers Corporation.
(i) "Retirement" means a Termination of Employment that
qualifies as retirement under the Rogers Corporation Defined
Benefit Pension Plan.
(j) "Stock" means the Capital Stock, $1 par value per share,
of the Company.
(k) "Subsidiary" means any corporation, partnership, joint
venture or other entity, domestic or foreign, in which the
Company, either directly or through another Subsidiary or
Subsidiaries, has a 30% or more ownership interest.
10. Beneficiary Designation. Each Optionee may name, from time
to time, any beneficiary or beneficiaries (who may be named
contingently or successively) to whom shall be transferred any rights
under any Options which survive the Optionee's death. Each designation
will revoke all prior designations by the same Optionee, shall be in a
form prescribed by the Committee, and shall be effective only when
filed by the Optionee in writing with the Committee during his or her
lifetime. In the absence of any such designation, any rights under any
Options which survive the Optionee's death shall be rights of his or
her estate.
11. Rights of Employees. Nothing in the Plan shall interfere
with or limit in any way the right of the Company or any Parent,
Subsidiary or Designated Entity to terminate any Optionee's Employment
at any time, nor confer upon any Optionee any right to continue in the
service of the Company or any Parent, Subsidiary or Designated Entity.
No Employee shall have a right to be granted an Option pursuant to the
terms of the Plan or, having received an Option, to again be granted an
Option.
12. Amendment, Modification and Termination of Plan. The Board
at any time may terminate, and from time to time may amend or modify,
the Plan in its sole discretion, provided that no such termination or
amendment shall adversely affect or impair any then outstanding Option
without the consent of the Optionee holding such Option.
<PAGE>
13. Gender and Number. Except when otherwise indicated by the
context, words in the masculine gender when used in the Plan shall
include the female gender, the singular shall include the plural, and
the plural shall include the singular.
14. Governing Law. The Plan, and all agreements hereunder, shall
be construed in accordance with and governed by the laws of the
Commonwealth of Massachusetts.
Executed this 18th day of October, 1996.
ROGERS CORPORATION
By: /s/ Robert M. Soffer
Robert M. Soffer
Treasurer
<PAGE>
